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PPP & Investment Framework

The Platform
That Closes
Infrastructure.

VESTRONIS structures infrastructure investment through public-private partnership and concession frameworks — combining technical origination, legal structuring, and capital alignment into a single integrated process. This section sets out the models we use, the structures we build, and the investment logic that underpins every project on the VESTRONIS platform.

Whether you are a public authority seeking a structured PPP partner, an institutional investor evaluating Western Balkans infrastructure exposure, or a lender assessing project bankability — the following pages explain how VESTRONIS works and what it delivers.

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6+
PPP Delivery Models
360°
Lifecycle Engagement
IFI
Grade Documentation
EU
Taxonomy Aligned
PPP Models

Delivery Structures We Apply

VESTRONIS selects and designs the PPP delivery model based on the specific risk profile, revenue structure, and institutional requirements of each project. Six primary structures are applied across the platform — each with distinct risk allocation, payment mechanisms, and financing implications.

DB
Model 01
Design, Build, Finance, Operate, Maintain
DBFOM
The private partner assumes responsibility for the complete project lifecycle — design, construction financing, commissioning, operation, and maintenance — under a long-term concession granted by the public authority.
Full lifecycle private responsibility
Revenue: availability payment or user fee
Typical term: 20–35 years
Best for: Environmental, Water, Social, Transport
DB
Model 02
Design, Build, Finance, Maintain
DBFM
The private partner finances, builds, and maintains the facility; the public authority retains operational responsibility. The split between technical and service risk reduces complexity for social infrastructure PPPs.
Public authority operates services
Revenue: availability payment only
Typical term: 25–30 years
Best for: Hospitals, Schools, Civic Buildings
AV
Model 03
Availability Payment Concession
AP-PPP
The private partner is paid a unitary charge for making a facility available to the agreed output specification — regardless of demand or utilisation. Demand risk remains entirely with the public authority.
No demand risk on private party
Stable, predictable cash flows
Preferred by pension and insurance capital
Best for: Social, Road Maintenance, Digital
TC
Model 04
Toll / User Fee Concession
TC
The private partner collects revenue directly from users — tolls, gate fees, tariffs — and bears demand risk in exchange for the revenue upside of utilisation above base case. Enhanced by government viability gap funding where applicable.
Private party bears demand risk
Revenue upside from utilisation growth
Viability gap funding where applicable
Best for: Transport, Logistics, Environmental
BL
Model 05
Blended Finance PPP
BF-PPP
A hybrid structure combining public grant funding — from IFI instruments, EU programmes, or government — with private project finance equity and commercial debt. Used where commercial returns alone are insufficient but public benefit justifies capital subsidy.
Grant + commercial capital combination
IFI first-loss or subordinated tranche
Improves commercial returns and bankability
Best for: Remediation, Water, Digital, Rural
JV
Model 06
Joint Venture / Land Concession
JV / LC
A partnership between a public authority (contributing land, rights, or in-kind) and a private developer (contributing capital, technical capability, and management) to develop, operate, and maintain infrastructure over a defined term.
Public land + private capital model
Revenue: tenant / user fees + services
Shared governance structure
Best for: Industrial Parks, SEZs, Logistics
VESTRONIS applies these models as a toolkit — selecting, combining, and adapting structures based on what each specific project requires to be bankable, deliverable, and sustainable. The model is a means, not an end. The outcome is infrastructure that closes.
Project Finance

How Infrastructure Gets Financed

Project finance is the primary financing methodology for complex infrastructure PPPs. Unlike corporate finance — where a company's balance sheet secures the debt — project finance structures the financing around the cash flows of a specific, ring-fenced project entity: the Special Purpose Vehicle (SPV).

Lenders assess the project's contracted revenue streams, risk allocation framework, technical bankability, and sponsor covenant — not the balance sheet of the developer. This means project finance enables infrastructure investment at a scale impossible under conventional corporate borrowing.

VESTRONIS structures every project to meet the requirements of project finance lenders — from the initial concession design through to the financial model, legal documentation, and conditions precedent management at close.

Key Project Finance Disciplines
Cash flow modelling: base case, sensitivities, downside — audited by independent model auditor
DSCR and LLCR analysis: debt service cover and loan life cover ratios aligned with lender requirements
Revenue bankability: contracted offtake, availability payment covenant, tariff regulation
Risk allocation: construction, operations, demand, regulatory, force majeure — allocated to optimal bearer
Security package: direct agreements, step-in rights, account structure, insurance requirements
Conditions precedent management: legal opinions, permits, environmental clearances, insurance
Project Finance — VESTRONIS Involvement at Each Phase
Pre-Development
Origination · Scoping
Structuring
PPP Design · Legal
Financial Close
Capital · SPV
Construction
EPC · Delivery
Operations
O&M · Asset Mgmt
VESTRONIS
Public Authority
IFI / Lenders
EPC Contractor
O&M Operator
Primary / Lead Role
Active Participant
SPV Structure

Special Purpose Vehicle Architecture

Every VESTRONIS project is delivered through a purpose-built Special Purpose Vehicle (SPV) — a legal entity established specifically to hold the concession agreement, receive project revenues, service project debt, and own or operate project assets during the concession term.

The SPV model ring-fences project risk and assets from the balance sheets of all project participants — protecting investors, lenders, and the public authority from cross-contamination with other business obligations. It is the fundamental structural element that makes large-scale project finance possible.

Key SPV Governance Elements
01
Concession Agreement
Long-term contract between the SPV and the public contracting authority — defining the service to be delivered, the payment mechanism, the performance KPIs, and the termination provisions.
02
Shareholder Agreement
Agreement between the equity co-investors governing SPV governance, reserved matters, distribution policy, transfer restrictions, and pre-emption rights.
03
Senior Financing Agreements
Facility agreements with senior lenders — IFI and commercial — governing the loan amount, tenor, interest, security package, covenants, and enforcement rights.
04
EPC Contract
Fixed-price, date-certain construction contract between the SPV and the EPC contractor — with liquidated damages for delay and defects.
05
O&M Agreement
Long-term operations and maintenance contract between the SPV and the O&M operator — with KPI-linked payments and performance deduction mechanisms.
06
Direct Agreements
Tripartite agreements between the public authority, the SPV, and lenders — providing lenders with step-in rights and protection in the event of SPV default.
SPV Ownership & Contractual Structure
VESTRONIS
Platform Developer & Equity Holder
Co-Investors / IFIs
Equity + Senior & Mezzanine Debt
Public Authority
Contracting Authority · Payment Obligor
↓          ↓          ↕
Special Purpose Vehicle (SPV)
Concession Holder · Project Company · Ring-Fenced Entity
↙                          ↘
EPC Contractor
Design · Build · Commission · Performance Bond
O&M Operator
Operations · Maintenance · KPI Performance
VESTRONIS holds equity in the SPV and maintains board representation throughout the concession life — serving as the governance anchor for all co-investors and lenders.
Capital Stack

Structuring the Financing

VESTRONIS designs capital structures that balance the risk-return requirements of every layer of the financing — from EU grants and IFI concessional debt at the most senior, low-cost level through to platform equity at the residual cash flow level.

The capital stack is not a template — it is engineered project by project, based on the concession revenue structure, the lender market, the grant eligibility, and the equity investor mandate of each specific transaction.

Blended
EU Grants & WBIF
WBIF co-financing · EU Cohesion/Structural Funds · Environmental grants · Bilateral grant instruments · Non-repayable; reduces overall financing need
Majority
Senior Debt
IFI loans (EBRD, EIB) + commercial banks + ECAs · First ranking security · 15–25 year tenor · DSCR-sized
Optional
Mezzanine / Subordinated Debt
IFI subordinated tranches · Bilateral DFI mezzanine · Bridges return gap between senior debt and equity requirements
Minority
Equity
VESTRONIS platform equity + co-investors + infrastructure funds · Residual cash flow after debt service · Structured per project target IRR range

Illustrative ranges only. Actual stack varies by sector, project size, revenue structure, and market conditions. Not investment advice.

IFI Financing Instruments — Western Balkans
EBRD
European Bank for Reconstruction & Development
Project finance loans, equity, subordinated debt, green economy transition instruments, municipal finance facility. Primary IFI for Western Balkans infrastructure.
EIB
European Investment Bank
Long-tenor project finance, equity via EIF, InvestEU guarantee instruments. Active in transport, energy, digital, water, and social infrastructure.
WBIF
Western Balkans Investment Framework
Grant co-financing for priority infrastructure — environmental, transport, social, energy, digital. Blended with IFI loans. Key instrument for bridging commercial viability gaps.
IFC
IFC / World Bank Group
Project finance and equity for private sector infrastructure. PPP transaction advisory services. Active in energy, water, digital, and agribusiness infrastructure.
Bilateral
Bilateral DFIs & Export Finance
KfW, OFID, JICA, US DFC, UK BII — bilateral grant and concessional loan instruments. Export credit agencies supporting equipment supply from home markets.
Investment Strategy

How VESTRONIS Invests

VESTRONIS is not a passive financial investor. We are an active infrastructure developer that co-invests alongside institutional capital — deploying platform equity, structuring expertise, and operational governance into every project we originate. The following principles define our investment approach.

S — 01
Originate, Don't React
VESTRONIS originates mandates from the ground up — identifying infrastructure needs before procurement, developing the bankability case, and positioning the platform as a principal rather than a bidder responding to published tenders.
S — 02
Principal Capital Commitment
We invest platform equity in every project we develop. This is not advisory activity — it is principal investment. Our equity participation aligns our financial interests with investors and lenders across the full project lifecycle.
S — 03
IFI-Anchored Capital Strategy
All projects are structured from day one for IFI co-financing eligibility. IFI participation materially reduces risk for commercial lenders and equity co-investors, and typically improves overall project economics.
S — 04
Sectoral Focus, Geographic Depth
We concentrate platform resources on twelve infrastructure sectors — anchored in the Western Balkans and EU accession markets, and extending to emerging markets — building deep origination capability, regulatory knowledge, and partner networks in each sector and country.
S — 05
Long-Term Asset Participation
Our investment model is not development-to-exit. We retain long-term governance and financial interest in operational assets — acting as the platform governance anchor throughout the concession life.
S — 06
ESG-Integrated Returns
Investment returns and ESG impact are structurally aligned on the VESTRONIS platform. EU Taxonomy compliance and IFI ESG standards are built into every project, qualifying platform investments for green finance instruments.
Structured per project
Target equity IRR range for platform projects (indicative, varies by sector and structure)
20–35yr
Typical concession term — providing long-duration, stable cash flow visibility
IFI
Co-financer on all platform projects — EBRD, EIB, WBIF, bilateral DFIs
EU
Taxonomy aligned — qualifying for green bonds, ESG mandates, and impact capital

Return ranges are illustrative and indicative only. Past performance of comparable transactions does not guarantee future results. Not investment advice.

For Public Authorities

What VESTRONIS Delivers for Government

Public authorities — national governments, line ministries, contracting agencies, and municipalities — face a common challenge: significant infrastructure investment requirements, constrained public budgets, limited PPP structuring capability, and the pressure of EU accession benchmarks. VESTRONIS is built to solve this problem.

PPP Structuring Capacity
VESTRONIS provides the technical, financial, and legal structuring expertise that most Western Balkans public authorities do not have in-house. We work alongside government teams to design PPP frameworks that meet both local legal requirements and international investor standards.
Budget-Neutral Infrastructure Delivery
Under availability payment and concession models, governments can deliver significant infrastructure investment without upfront capital expenditure — paying for assets from operational revenue over the concession term, often with IFI grant co-financing reducing the availability payment to a manageable fiscal obligation.
EU Accession Compliance Acceleration
VESTRONIS structures projects to meet EU procurement directives, environmental standards, and sector-specific accession requirements from the outset — accelerating compliance progress and supporting measurable advancement in accession screening chapters.
IFI Co-Financing Access
Our established relationships with EBRD, EIB, WBIF, and bilateral DFIs — and our ability to structure projects to IFI standards — significantly increase the probability and speed of co-financing approval for government infrastructure mandates.
Single Accountable Partner
Public authorities deal with VESTRONIS as the single accountable party across the entire project lifecycle — from structuring through delivery and operations. No fragmentation between developer, financier, contractor, and operator.
Risk Transfer — By Design
PPP structures designed by VESTRONIS transfer construction, operational, and — where appropriate — demand risk to the private sector, protecting public finances from cost overruns and performance failures that have historically plagued publicly delivered infrastructure.
Risk Allocation Framework

Appropriate risk allocation is the foundation of a well-structured PPP. VESTRONIS designs risk allocation matrices that reflect who can best manage each risk — not who has the weakest negotiating position.

Risk CategoryAllocationRationale
Design RiskPrivateEPC contractor bears design liability under fixed-price contract
Construction RiskPrivateEPC lump-sum contract; performance bond protection
Financing RiskPrivateSponsor secures financing; public authority not exposed
Operational RiskPrivateO&M operator bears performance risk under KPI contract
Availability RiskPrivatePayment deductions for non-availability; operator incentive
Demand RiskSharedDepends on model — toll (private) or availability (public)
Regulatory RiskSharedCompensation events for changes in law; balanced allocation
Force MajeureSharedRelief events; no payment; termination compensation protocol
Political / SovereignPublicPublic authority bears expropriation and discriminatory action risk
Permitting RiskPublicAuthority facilitates permitting; contractor bears technical compliance
For Investors & Lenders

The Investment Proposition

VESTRONIS presents institutional investors with a structured, origination-led platform for Western Balkans infrastructure exposure — combining the asset characteristics of established infrastructure markets (long duration, contracted revenues, IFI covenant) with the return premium of a frontier market at an inflection point in EU integration.

Infrastructure Equity Funds
Co-Investment Opportunity
VESTRONIS sources and structures bankable infrastructure equity opportunities — reducing deal origination cost for fund investors and providing access to a pipeline of IFI-anchored, EU-aligned projects in a market where direct origination capability is limited.
Pension & Insurance Capital
Availability Payment Projects
Availability payment PPPs provide the long-duration, government-covenanted cash flows sought by liability-matching institutional investors. VESTRONIS structures these opportunities to meet pension and insurance capital criteria.
Development Finance Institutions
IFI Co-Finance & Blended Instruments
VESTRONIS structures every project for IFI eligibility from inception — providing DFIs with bankable, ESG-compliant, EU Taxonomy-aligned opportunities with experienced platform governance and established regional relationships.
Commercial Banks & ECAs
Project Finance Lending
VESTRONIS provides commercial lenders with IFI-anchored, well-structured project finance opportunities in a market where origination and documentation quality has historically been a barrier to participation.
Impact & Green Finance Investors
EU Taxonomy & ESG-Aligned
Environmental, circular remediation, energy, water, and social infrastructure projects on the VESTRONIS platform qualify for EU Taxonomy alignment — making them eligible for green bond proceeds, sustainability-linked financing, and impact mandate deployment.
Strategic & Industrial Investors
Sector Co-Development
Industrial companies, utility operators, technology providers, and sector specialists with strategic interest in Western Balkans market development can participate as co-equity investors and operational partners in VESTRONIS platform projects.
Investment Criteria — What VESTRONIS Looks For in Co-Investors
Minimum Ticket SizeEUR 5 million (equity); EUR 20 million (senior debt) — indicative minimums per project
Investment Horizon10+ years preferred; aligned with concession term duration
ESG CommitmentEU Taxonomy alignment or equivalent ESG framework required for all co-investors
Governance StandardsIFI-compatible KYC, anti-corruption compliance, and transparent ownership structure
Engagement StageEarly-stage co-development preferred; financial close co-investment also welcomed
Geographic MandateWestern Balkans, frontier Europe, or emerging markets infrastructure mandate required
Investor enquiries — for both current pipeline projects and the broader platform — are welcomed on a confidential basis. Qualified institutional investors should contact VESTRONIS via the dedicated Investor & Lender inquiry form.
Origination-Led Platform
VESTRONIS originates every project it develops — providing investors with access to a pre-screened, structured pipeline rather than speculative deal flow.
IFI Co-Financed
IFI participation on every platform project reduces commercial risk, lowers all-in financing cost, and provides institutional validation of project quality.
Platform Governance
VESTRONIS retains SPV board representation and long-term governance accountability — giving co-investors a committed, experienced partner for the full concession life.

Structure a Project.
Partner with the Platform.

Whether you are a public authority with an infrastructure mandate, an institutional investor seeking Western Balkans exposure, or a lender evaluating project finance opportunities — VESTRONIS is the platform to engage.

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Frequently Asked Questions

PPP & Investment — Common Questions

How does VESTRONIS structure PPP and investment opportunities?
Through mandate origination with public authorities, full PPP/concession design, financing-institution engagement and capital raising into bankable, project-specific structures that reach financial close.
Who are VESTRONIS's typical financing counterparties?
International financial institutions and development finance institutions, alongside private equity and strategic co-investors.
How can investors engage with VESTRONIS?
Through [email protected] or the Discuss a Project page.
What PPP and concession models does VESTRONIS structure?
VESTRONIS structures the full range of availability- and user-pay models — including DBFOM, DBFM, availability-payment PPP, user-pay and hybrid concessions, BOT, IPP, lease-develop-operate and blended-finance structures — selecting the model that fits each project's public purpose, risk profile and payment mechanism.
How does VESTRONIS approach risk allocation?
Risk is allocated to the party best able to manage it. Construction and performance risk typically sits with the private partner and its EPC and operating contractors, while the public authority retains policy, demand and certain regulatory risks — with the allocation formalised in the concession agreement and reflected in the SPV's contracts.
What is the role of the project-specific SPV?
Each project is ordinarily ring-fenced in a dedicated special-purpose vehicle that holds the concession or PPP agreement, financing, EPC and operating contracts and project revenues. This isolates project risk, supports lender security and enables long-term governance.
How does VESTRONIS work with lenders and development finance institutions?
VESTRONIS structures projects to be bankable for commercial lenders, development finance institutions and blended-finance providers, coordinating due diligence, security packages and conditions precedent through to financial close. Financing is developed project by project and remains subject to institutional approval.