Structured Finance Vietnam: LBO, Lease, Asset & Project Finance

Financing structuring

Advising sponsors and lenders on loan, bond and blended-finance structures for renewable energy, infrastructure and industrial projects.

Security & collateral

Perfecting security over land use rights, assets, shares and receivables under Vietnamese secured-transactions law.

PPAs & offtake agreements

Negotiating power purchase agreements and offtake arrangements that meet bankability standards for domestic and international lenders.

Regulatory & licensing

Coordinating investment, construction, environmental and land approvals that projects need before financial close.

Financial close depends on aligning commercial terms with a stack of Vietnamese regulatory approvals — the two workstreams have to move together, not in sequence.

Project finance in Vietnam sits at the intersection of several regimes: the investment licensing framework, land and construction law, the security registration system, and sector rules for power, infrastructure, industrial and real estate assets. A bankable structure has to satisfy all of them at once – which is why our project finance team pairs finance lawyers with licensing and land specialists on every mandate.

For sponsors

We prepare the project finance package lenders actually want to see: a clean corporate structure, verified land and licence status, an offtake or revenue contract that supports the model, and a security package that can be perfected under Vietnamese registration practice. Gaps are fixed before lenders find them, which shortens negotiation and protects pricing.

For lenders and investors

We run legal due diligence on the project company, verify that proposed security – mortgages over land-attached assets, pledges over shares and receivables, account charges – can be created and enforced, and negotiate direct agreements and step-in rights that survive a sponsor default. Where foreign lenders participate, we advise on offshore loan registration with the State Bank and the remittance mechanics that follow.

Refinancing and workouts

When an operating project needs new money or an existing facility comes under stress, the project finance team restructures on both axes at once: the debt terms with creditors and the licences, land documents and contracts that secure them. The goal is always the same – keep the asset operating while the balance sheet is repaired.

Structured finance builds a financing around the cash flows, assets or security package of a transaction rather than the general credit of the borrower. IVLF Advisors structures, documents and closes these facilities for sponsors, lenders, lessors, originators and investors.

Acquisition finance and LBO structures

Vietnamese law has no dedicated leveraged buyout statute, so an LBO is assembled from existing rules: the acquisition vehicle, the debt and equity mix, security over shares and assets, and the limits that apply to domestic credit institutions financing share purchases. We structure bidco and holdco layers, intercreditor and subordination terms, onshore and offshore facilities, and the post-closing steps available for debt push-down.

Lease finance and asset finance in structured finance Vietnam

Asset finance also includes secured loans, hire purchase and sale-and-leaseback.

Corporate finance and operating finance

For operating companies we structure working-capital lines, trade and supply-chain finance, syndicated and club loans, mezzanine and convertible instruments, and covenant packages that match real cash flow. Where offshore lenders are involved we handle foreign-loan registration and repayment compliance with the State Bank of Vietnam.

Investment finance

We advise funds, family offices and sponsors on financing investments in Vietnam, including capital-contribution and share-purchase funding, shareholder loans, co-investment and structured equity, together with the investment-registration and foreign-exchange steps each structure requires.

Securitization in structured finance Vietnam

We advise originators, arrangers, trustees and investors on securitization in Vietnam, including receivables, lease and loan portfolios and real-estate-backed structures: asset transfer and true-sale analysis, special-purpose vehicle design, credit enhancement, and the bond issuance, disclosure and registration requirements under the securities and corporate bond rules. Securitization can be combined with the asset and project finance structures above to refinance operating portfolios.

Structured finance Vietnam transactions share one idea: the financing is built around the cash flow and security of a specific asset or portfolio, rather than the general credit of the borrower. That is why structured finance Vietnam work starts with a clear map of the cash flows, the parties and the security package.

In a typical structured finance Vietnam mandate, we first define the asset and the source of repayment, then design the borrowing vehicle, the security, the guarantees and the intercreditor terms. Lenders and investors look at how well the structure isolates the asset, how enforceable the security is and how the documents allocate risk between sponsors, lenders and counterparties.

Good structured finance Vietnam advice also looks at the exit: refinancing, sale of the asset or a take-out through bonds or securitization. Planning that exit at the start usually improves pricing and reduces the risk of a forced restructuring later.

Whether the deal is an LBO, a lease, a project financing or a receivables securitization, the same discipline applies: clear structure, enforceable security, realistic covenants and documents that match how the business actually operates. Our structured finance Vietnam team works with sponsors, lenders, lessors and investors on both sides of these transactions.

Structured finance Vietnam transactions sit within a framework that has been updated for credit institutions, financial leasing and private bond placements. Leverage limits and disclosure duties now apply to many bond-funded structures, so issuers of securitization and acquisition-funding bonds should test their structures early. Each financing should be mapped against the current rules before lenders and investors commit.

Official information: State Bank of Vietnam.