30.6.1.1 A change from project to corporate finance may occur for a number of reasons, including: (i) the owner of the Contractor wishes to deploy its balance sheet in this way; (ii) a new investor acquiring the Contractor may prefer to use its own balance sheet to finance the project; or (iii) because several separate projects are being combined together for financing purposes to create a "synthetic corporate". This change is not something that can be provided for in advance in the Contract in any greater detail than that of the standard Refinancing provisions, and would have to be considered based on the detailed proposals at the time.
30.6.1.2 Such a change when it does occur will constitute a Refinancing, for which Authority consent will be required. In evaluating whether to give its consent, the Authority should consider the issues set out in Section 30.4 above and, if consent is given, the Contract should be amended as set out in Section 30.5.
30.6.1.3 The Authority should also expect to receive a share of the Refinancing Gain which would result from the change to corporate finance. Calculation of this is likely to be more complex than that set out in Section 28.5 (Method of Calculating, Sharing and Paying Benefits), and the Authority should take appropriate financial advice before proceeding.
30.6.1.4 It should be noted that these principles apply both to an explicit change from project to corporate finance and to a 'synthetic' change where, for example, the original project finance loan is left in place, but the cash flows (and relevant security) from it are passed to new lenders at a corporate level for the benefit, whether direct or indirect, of equity in the project (see Section 28 (Refinancing)).