This course equips students with the technical and analytical skills to structure, evaluate and finance Direct and Sustainable Investments in real assets (mainly infrastructure and industrial plants), focusing on project and export financing methodologies as prevailing on the international financial markets. Knowledge of the 'project based' approach - growing strongly in this historical phase -is a necessary complement to the typical Corporate Finance framework. This course addresses both dimensions: as sustainability criteria become structurally embedded in international capital markets, it provides the technical tools to evaluate and structure investments that are financially sound and ESG-compliant. The course provides a rigorous technical foundation in project structuring and risk management; project evaluation from both lender and equity perspectives; optimal financial structure design (debt, equity and mezzanine); financial modelling, M&A skills and sustainability criteria. Extensive reference will be made to the most typical legal terms and conditions of the most typical contracts pertaining to the network of documents of a project, with special attention to the financial contracts. In view of the growing importance for international financial markets of the sustainability of new investments in real assets - especially from an environmental and social point of view - a significant part of the course will be devoted to an in-depth understanding of the technical pillars of "sustainable finance", starting from the Principles for Responsible Investment (PRIs) launched by the UN (2006), the related ESG (Environmental, Social and Governance) strategies and the most advanced standards and regulations, with particular reference to the analysis of physical and transition risks linked to climate change, including their integration into project risk analysis and ESG KPIs.

Knowledge and understanding: The course will offer key theoretical tools for structuring and analyzing greenfield investments in real assets (such as infrastructures and industrial plants), with a deep knowledge in project structuring; risk analysis; ESG and sustainability factors; financial modelling, including stress tests and sensitivity analysis of project’s cash flows and related key financial ratios - KPIs). The course also provides students the basic skills to understand best practices on the international markets for structuring and syndicating large project finance deals. Finally, the course will introduce students to the main principles, strategies and tools of responsible investments (PRI-ESG) and sustainable finance, applied to investments in real assets projects. Applying knowledge and understanding: At the end of the course the students will be able to: • Analyze and structure an international project finance transaction with the inclusion of all major parties usually involved; • Perform a risk analysis with the understanding of the best risk allocation balance among parties and the most used mitigation factors, including legal and financial tools available for this purpose; • Define and optimize a capital structure of an international PF transaction using various source of debt and equity incorporated within different financial instruments, within a large syndication on the market; • Structure a simple financial model calculating the main key financial ratios from the lenders’ (debt providers) and sponsors’ (equity investors) point of view, also performing sensitivity analysis and stress tests; • Understand the key principles of sustainable finance and ESG factors as well as all the most important principles and tools applicable to a sustainable long-term project finance transaction. Making judgements: By the end of the course, students will be able to analyse and structure a project finance transaction according to the best standards prevailing on the international markets, demonstrating a sophisticated ability in risk analysis and risk allocation. Furthermore, it is the aim of the course to give students an understanding of financial modelling, including stress test and sensitivity analysis. Students will also be equipped to evaluate sustainable finance and ESG dimensions, of long-term investments in real industrial and infrastructural assets, with specific reference to ESG strategies and emerging taxonomic; climate related physical and transitional risks; and the KPIs defining the materiality of investment-related effectsand ESG ratings. Communications Skills: Students will develop fluency intechnical, legal and financial concepts of project financing transactions and sustainable finance, with particular reference to greenfield investments in industrial and infrastructure assets. Learning skills: Students will be able to: • Assess the financial soundness of a project finance transaction; including the risk analysis-allocation and to set up a financing structure combining various financial source (equity, debt, mezzanine, bonds, etc); • Build financial models representing the base case of a project, applying stress tests and sensitivity analysis in order to verify the soundness of the deal in respect to potential changes and shocks; • Apply the core principles of sustainable finance as well as the integration of ESG criteria into economic and financial analysis.

The course is articulated into four main theoretical parts plus tutorials/exercises, each module builds progressively on the previous one, moving from the foundations of project structuring to the integration of ESG and climate risk factors into real-asset investment decisions as follows: • “Basic definitions & tools”: introduction to project finance techniques and definitions widely used on the international markets for structuring, analysing and implementing Direct and Sustainable Investments in real assets (mainly infrastructure and industrial plants); key features of a project finance (“PF”) deal (definitions, project/financial structure and parties involved; different structure of equity investment/debt financing; financial markets; etc.). • "Inside the project": risk analysis and management; evaluation criteria for equity players and debt providers and key financial ratios; Capital structure of a project finance deal; main legal terms and conditions. • “Sustainable finance”: key principles & tools for understanding, evaluating and applying ESG criteria, requirements and standards to PF transactions. • “Financial model”: financial modelling, project evaluation; key financial ratios and related financial covenants and sensitivity-analysis.

Gatti, S. (2023, 4th edition). Project Finance in Theory and Practice: Designing, Structuring, and Financing Private and Public Projects (Third Edition). Academic Press. Slides will be provided and official documents or Publications may be suggested.

- Lessons with the support of dedicated material (slides and audiovisuals); - Problem based learning; - Analytical exercises; - Interactive case studies.

Students will be assessed throughout the course via various exercises and, at the end of the course, through a final exam. The final exam will cover the entire syllabus and will be structured as follows: Written exam comprising the following sections: • Section 1: multiple-choice questions (22 questions – 0.5 marks each – 30 minutes). • Section 2: open-ended questions (8 questions – up to 1.5 marks each – 50 minutes). • Section 3: open-ended questions on financial modelling topics and financial modelling exercises (2 questions worth a maximum of 2 marks each; 2 exercises worth a maximum of 2.5 marks each; 60 minutes). For those who wish to and are able to complete any intermediate test, the mark obtained for these tests may - at the student’s discretion - contribute up to 33% of the overall mark, weighted against the result of the final exam.

Motivation and active participation during the course.