Market & negotiate
Market & Negotiate: Structured Competition to Secure Best-in-Class Debt Terms
With the financing structure locked, we run a disciplined, time-bound process pitting banks, NBFCs, DFIs, infrastructure funds and strategics against each other. Term sheets are solicited in parallel, benchmarked line-by-line, and negotiated hard on pricing, tenor, covenants and security — converting a single quote into a competitive auction that protects your economics and control.
Typical duration · 6–9 weeks
Samples generated 08 Sept 2026, 04:41 pm ISTWhat happens in this step
- 01Finalise lender long-list (10–15 institutions) matched to ticket size, tenor appetite and sector comfort
- 02Circulate Information Memorandum and open a controlled virtual data room with tracked access logs
- 03Host management presentations and site visits; manage structured Q&A across all lenders simultaneously
- 04Solicit indicative term sheets within a fixed 2–3 week window to preserve competitive tension
- 05Build a side-by-side benchmarking matrix across pricing, DSCR, tenor, fees, security and covenants
- 06Run parallel negotiation rounds — playing lenders off each other on the toughest 4–5 terms
- 07Down-select to 2–3 final lenders for binding term sheet and definitive documentation negotiation
What we need from you
- Approved financial model and information memorandum from Structure stage
- Executed or near-final PPA/PSA and EPC/O&M contracts
- Provisional or final credit rating (if applicable)
- Corporate KYC, board resolutions and shareholding structure
- Draft security and cash-flow waterfall term sheet
- Environmental & social due diligence summary (for DFI/impact lenders)
- Management availability for 6–10 lender calls/meetings over the process window
Worked example (anonymised, illustrative)
Standalone Battery Energy Storage System, DISCOM-anchored capacity contract · 150 MW / 300 MWh · Western India
A special purpose vehicle seeking INR 620 Cr senior debt for a standalone BESS project with a 12-year capacity contract; process targeted a mix of infrastructure-focused NBFCs, a multilateral DFI and two private banks.
Sample deliverables from this step
Every sample below is analyst-written and anonymised for illustration — structure and depth mirror our real deliverables; figures and names are not from any client engagement.
Illustrative · Growthifye-preparedTerm-Sheet Benchmarking Matrix
Side-by-side comparison of all indicative term sheets received, normalised to a common structure for apples-to-apples evaluation.
Sample excerpt · Indicative Term Sheet Comparison – Senior Debt Tranche (INR 620 Cr) — illustrative figures
| Lender | Amount (INR Cr) | Tenor (yrs) | Pricing (bps over 3M T-Bill) | Min DSCR | Upfront Fee (%) | Prepayment Lock-in |
| Bank A | 620 | 14 | 285 | 1.20x | 0.75% | 3 years |
| NBFC B | 600 | 12 | 310 | 1.25x | 1.00% | None |
| DFI C | 620 | 16 | 255 | 1.15x | 0.50% | 5 years |
| Infra Fund D | 500 | 10 | 340 | 1.30x | 1.25% | 2 years |
- Pricing normalised to remove differing benchmark rates for true comparison
- DSCR and lock-in terms often traded off against headline pricing
Illustrative · Growthifye-preparedNegotiation Tracker Dashboard
Live tracker of open negotiation items across all shortlisted lenders, updated after every call to maintain leverage and momentum.
Sample excerpt · Open Items Tracker – Covenant & Structure Negotiation — illustrative figures
| Clause | Original Ask | Counter-Proposal | Status | Owner |
| Min DSCR | 1.30x | 1.15x with cash sweep above | Agreed | Advisor |
| Debt Service Reserve | 6 months | 3 months + LC backstop | Negotiating | Advisor |
| Change of Control | Lender consent required | Notification only, buyout right | Negotiating | Sponsor |
| Prepayment Penalty | 2% flat | Stepped down 2%→0.5% over tenor | Agreed | Advisor |
| MAC Clause Scope | Broad | Narrowed to project-specific events | Open | Legal Counsel |
- Updated weekly and shared with sponsor for real-time visibility
- Used to sequence which lender concessions to leverage against competitors
Final Lender Recommendation Memo
Weighted scoring and qualitative rationale supporting the recommended lender(s) for definitive documentation, presented to the sponsor's investment committee.
Sample excerpt · Lender Shortlist – Weighted Scoring Summary — illustrative figures
| Criteria | Weight | Bank A | DFI C | NBFC B |
| All-in Cost of Debt | 35% | 8/10 | 9/10 | 6/10 |
| Tenor & Structuring Flexibility | 25% | 7/10 | 9/10 | 6/10 |
| Covenant Flexibility | 20% | 6/10 | 8/10 | 7/10 |
| Execution Certainty / Speed | 15% | 8/10 | 6/10 | 9/10 |
| Relationship & Future Facility Access | 5% | 7/10 | 8/10 | 6/10 |
| Weighted Total | 100% | 7.3 | 8.3 | 6.7 |
- Scoring criteria and weights agreed with sponsor prior to bid receipt to avoid post-hoc bias
- DFI selected as anchor lender given superior pricing and tenor despite longer diligence timeline
Covenant & Security Package Redline Summary
Clause-by-clause tracked changes across successive drafts of the term sheet and security documents, maintained through final negotiation rounds.
Sample excerpt · Term Sheet Redline Summary – Draft 3 vs Draft 4 — illustrative figures
| Document Section | Draft 3 Position | Draft 4 Position | Net Impact |
| Security Package | First charge on all assets + DSRA | First charge on assets only; DSRA released post-COD | Improved liquidity |
| Financial Covenants | Debt/EBITDA < 5.5x | Debt/EBITDA < 6.0x for first 2 years | Increased headroom |
| Distribution Lock | Post 1.20x DSCR for 2 quarters | Post 1.15x DSCR for 2 quarters | Earlier dividend access |
| Insurance Requirements | Sponsor-arranged | Lender-approved panel, sponsor cost | Neutral, cost only |
- Legal counsel co-reviews all redlines before sponsor sign-off
- Tracked version control avoids re-litigating agreed points in later drafts
Outcomes
- 3–5 competitive term sheets benchmarked, converting a single-source quote into genuine price discovery
- Typical reduction of 40–70 bps in all-in cost of debt versus first-round offers
- Improved covenant headroom (DSCR, leverage, distribution locks) through parallel negotiation leverage
- Clear, board-ready recommendation with documented rationale for lender selection
Questions clients ask
How many lenders do you typically approach in this stage?
We usually engage 10–15 institutions initially, narrowing to 4–6 for indicative term sheets and 2–3 for final negotiation, depending on ticket size and project complexity.
Do you negotiate directly with lenders, or does the sponsor lead calls?
We lead all commercial negotiation and lender correspondence, with sponsor management joining key calls for credibility and technical questions — this keeps a consistent, coordinated negotiating position across all lenders.
What happens if term sheets vary significantly in structure?
We normalise every offer onto a common basis — adjusting for differing fee structures, benchmark rates and covenant definitions — so the sponsor is comparing true economic cost, not just headline pricing.
