Energy SPV debt diligence: shareholder loans and the acquisition price
Reconcile Ukrainian energy SPV debt, shareholder loans and security with equity consideration, closing payments and completion funding without double counting.
Jurisdiction: Ukraine. Sources reviewed . Periodic review required. Next scheduled editorial review: . Material rule changes require earlier review.
An energy SPV can carry bank debt, shareholder loans, accrued interest, supplier liabilities and guarantees that are not visible in a teaser's asking price. A buyer needs to reconcile the legal obligations, the agreed price definitions and the money required at closing. Subtracting a single balance-sheet number does not accomplish all three.
Start with a creditor-by-creditor schedule and decide what is repaid, retained, assigned, released or disputed. This guide addresses a Ukrainian project acquisition; legal sources were checked through Mitralex on 31 October 2026. All numerical amounts below are synthetic, not transaction comparables.
Buying shares does not erase the company's debt
Article 96 of the Civil Code establishes separate legal-entity liability, subject to the stated exceptions. The SPV remains the debtor when its shareholder changes; ownership alone does not make every corporate liability a personal debt of the buyer. Guarantees, security, funding commitments and other transaction arrangements may create additional exposure and need their own analysis.
Reconcile the general ledger and financial statements with signed agreements, amendments, bank movements, creditor confirmations and security records. Investigate differences instead of assuming the accounting label decides the legal obligation. Record currency, principal, interest, fees, maturity, default, related-party status, guarantees, security, covenants, consent and cross-default provisions.
Build a debt schedule that drives decisions
Table — scroll horizontally if needed
| Obligation | Evidence to reconcile | Proposed treatment | Closing question |
|---|---|---|---|
| Bank facility | Agreement, drawdowns, payoff amount, security and covenants | Repay or retain/refinance | Are repayment, change-of-control and release steps executable? |
| Shareholder loan | Agreement, actual funding, amendments and accrued amounts | Repay, retain, assign or separately restructure | Who owns the claim after closing and what is paid for it? |
| Supplier/development liability | Contract, accepted work, invoices and dispute history | Operating, debt-like or completion item under agreed definitions | Is the same cost already included in working capital or CAPEX? |
| Guarantee or third-party security | Beneficiary, underlying obligation, limits and release mechanism | Release, replace or retain knowingly | Can another entity's default expose the acquired company? |
| Disputed/contingent amount | Claim, correspondence and assessment | Defined risk allocation | What happens if it becomes payable? |
"Debt-like" is a negotiated purchase-price classification here, not a universal accounting rule. Agree the definitions of cash, debt, normal working capital, leakage and completion expenditure. Ordinary trade payables can already be reflected in working capital; unfinished works can already be in the completion budget. Allocating the same item to both creates a double deduction.
Distinguish changing the creditor from changing the debtor
Article 512 provides grounds for substitution of a creditor, including assignment, subject to contractual and statutory limits. Under article 516, debtor consent is generally not required unless contract or law provides otherwise; the text also allocates the risk of failing to notify the debtor in writing. Inspect the actual assignment, underlying claim and notification/documents rather than rely on a headline sale of "the loan".
By contrast, replacing the debtor is a debt-transfer question. Article 520 requires creditor consent unless otherwise provided by law. A share purchase does not itself perform either a claim assignment or a debtor substitution. These distinctions matter when the seller expects its loan to be repaid but the buyer's model assumes it can remain inside the structure.
For cross-border obligations, contractual repayment and bank-executable payment are separate. Do not assume that accelerating or assigning a loan removes wartime currency restrictions. The parties, receipt dates, currency source, payment purpose and applicable NBU route need review at the intended payment date.
A synthetic enterprise-to-equity reconciliation
Assume the parties define enterprise value at EUR 5.00 million and eligible unrestricted cash at EUR 0.30 million. They agree the following debt/debt-like amounts, solely for this illustration:
Table — scroll horizontally if needed
| Item | EUR million |
|---|---|
| Bank principal/payoff amount assumed | 1.20 |
| Shareholder principal | 0.80 |
| Accrued shareholder interest | 0.05 |
| Other agreed debt-like items | 0.15 |
| Total agreed deductions | 2.20 |
Equity consideration is 5.00 + 0.30 - 2.20 = EUR 3.10 million before other adjustments. This calculation does not establish that the amounts are legally due, that the cash is freely available or that the purchase agreement uses these definitions. Those are separate diligence findings.
In a full-payoff scenario, EUR 3.10 million goes to the shareholder for equity and EUR 2.20 million settles the identified obligations: EUR 5.30 million of closing payments. If another EUR 0.40 million is needed for completion and EUR 0.10 million for transaction costs, the funding uses are EUR 5.80 million before tax and any additional liquidity requirements. Acquired cash might reduce external funding by EUR 0.30 million to EUR 5.50 million only if it is eligible, accessible at the necessary time and used consistently with the agreed arrangements. A timing bridge may still be required.
Test the shareholder-loan alternatives without counting twice
Suppose instead the buyer purchases the shareholder claim at par, EUR 0.85 million including the assumed interest, and the SPV does not repay that claim at closing. On these simplified assumptions:
Table — scroll horizontally if needed
| Closing use | EUR million |
|---|---|
| Equity consideration | 3.10 |
| Price paid for shareholder claim | 0.85 |
| Bank and other debt-like items repaid | 1.35 |
| Total before completion/costs | 5.30 |
The SPV now owes the purchased claim to its new creditor. Do not add another EUR 0.85 million as an external closing repayment when the assumption is assignment rather than repayment. Future SPV repayment affects company liquidity and the buyer's structure-level cash flow; it is not an extra acquisition payment on the same day.
At-par assignment is only a teaching assumption. A different claim price, waiver, conversion or pre-closing repayment changes the bridge and can create tax, creditor, corporate and currency questions. A loan waiver is not automatically a free benefit with no other consequences.
Finish with a funds flow and release pack
Obtain payoff letters with the relevant date, interest/fees and payment instructions, and identify the evidence required to release security and guarantees. Align consent, repayment, assignment and registration/release steps with the closing sequence. A receipt for repayment and a completed security release answer different questions.
Test a downside where the payoff amount increases, a creditor withholds consent or restricted cash cannot be used. Reconcile the resulting funding need to committed sources. Keep a separate schedule of retained obligations and the person responsible for compliance after closing; a neat price bridge does not discharge a debt.
Read the solar valuation guide, foreign-investor acquisition framework and data-room checklist. Discuss your mandate with separate acquisition, refinancing and completion budgets.