Second Party Opinions
Independent, transparent opinions on a company's financing or framework, grounded in our award-winning Shades of Green approach, which assess the extent of contribution to a sustainable future.
What are Second Party Opinions?
S&P Global Ratings Second Party Opinions, featuring Shades of Green
An S&P Global Ratings Second Party Opinion (SPO) is an independent, point-in-time analysis of a sustainable finance instrument, program, or framework. Our SPOs, backed by the award-winning Shades of Green approach, provide additional transparency to investors that seek to understand and act upon potential contribution to a sustainable future.
Why choose S&P Global Ratings as your SPO provider?
- A leading provider of second party opinions
- Culture of analytical excellence
- Global coverage with sector & local experience
Our combined global experience of assessing credit risk and sustainable finance and understanding of climate and environmental science uniquely enables us to provide companies with independent, point-in-time second party opinions that deliver the rigor and transparency that investors and lenders demand.
We are where experience in credit meets climate and sustainability excellence.
Features
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Types of Second Party Opinions
Types of Second Party Opinions
Our SPOs are a point-in-time analysis of a sustainable finance instrument, program, or framework and the characteristics of the issuing entity that are relevant for their implementation.
Second Party Opinion - Use of Proceeds Financing
Our Use of Proceeds SPOs assess types of sustainable financing where proceeds are allocated to specific environmental or social projects. We offer these types of Use of Proceeds SPOs: green, social, sustainability and transition.
Second Party Opinion - Sustainability-Linked Financing
Our Sustainability-Linked Financing SPOs assess types of sustainable financing where the proceeds will be used for general corporate purposes, but incorporate measurable, forward-looking key performance indicators which are linked to sustainability performance targets into the financial and/or structural characteristics of the instrument.
Learn more about our Analytical Approach for Second Party Opinions and the Shades of Green Assessment.
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What do Second Party Opinions on use-of-proceeds financings include?
What do Second Party Opinions on use-of-proceeds financings include?
Our Use of Proceeds SPOs assess types of sustainable financing where proceeds are allocated to specific environmental or social projects. We offer these types of Use of Proceeds SPOs: green, social, sustainability, and transition.
Our Use of Proceeds SPO analysis has these key components:
An alignment opinion: Our assessment of whether the financing's documentation aligns with certain third-party published sustainable finance principles and guidelines identified by the issuer.
Shade of Green: For environmental projects, our qualitative opinion of how consistent environmental activities eligible for financing are with a low-carbon climate resilient future.
Issuer sustainability context: We comment on whether the financing addresses any of the issuer’s most material sustainability factors, and on the issuer's overall strategy to manage the sustainability factors relevant to the financing.
Taxonomy assessments: Upon request from the issuer, we provide an assessment of the alignment of the financing with the EU Taxonomy and various other regional taxonomies (such as, the Singapore-Asia Taxonomy, the Common Ground Taxonomy or the Multi-Jurisdictional Common Ground Taxonomy, Colombia’s Green Taxonomy, Mexico's Sustainable Taxonomy, Chile's Taxonomy of Environmentally Sustainable Economic Activities, or Brazil's Sustainable Taxonomy).
Other optional assessments: Upon request from the issuer, we may comment on consistency with the Climate Transition Finance Handbook (CTFH), the United Nations Sustainable Development Goals (SDGs), ICMA's practitioner's guide for bonds to finance the sustainable blue economy ("blue bonds"), ICMA's practitioner's guide for sustainable bonds for nature or other external frameworks.
View our Analytical Approach for Second Party Opinions.
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What do Second Party Opinions on sustainability-linked financings include?
What do Second Party Opinions on sustainability-linked financings include?
Our Sustainability-Linked Financing SPOs assess types of sustainable financing where the proceeds will be used for general corporate purposes, but incorporate measurable, forward-looking key performance indicators and sustainability performance targets into the financial and/or structural characteristics of the instrument.
Our Sustainability-Linked SPO analysis has these key components:
An alignment opinion: Our assessment of whether the financing's documentation aligns with certain third-party published sustainable finance principles and guidelines identified by the issuer.
Issuer sustainability context: We comment on whether the financing addresses any of the most material sustainability factors for the issuer and comment on whether the issuer’s investment plans are consistent with a sustainable future.
- Relevance and ambition assessment: We provide an opinion on the relevance of key performance indicators (KPIs) and the ambition of sustainability performance targets (SPTs).
Our relevance assessment is our view of how closely a KPI is linked to what we consider the issuer’s most material sustainability factors.
Our ambition assessment considers whether achieving the SPT represents a significant improvement in the issuer’s sustainability performance and is consistent with the transition to a sustainable future. We consider the trajectory of progress the SPT represents as well as the entity's implementation plan.
Other optional assessments: Upon request from the issuer, we may comment on consistency with the Climate Transition Finance Handbook (CTFH), the United Nations Sustainable Development Goals (SDGs), ICMA's practitioner's guide for bonds to finance the sustainable blue economy ("blue bonds"), or other external frameworks.
View our Analytical Approach for Second Party Opinions.Explore the strategies behind our client success stories: Case Study: Nordic Investment Bank.
By the Numbers
*As of May 2026
European Green Bond External Reviews
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What is the European Green Bond Regulation (EuGBR) and why was it developed?
European Green Bond External Reviews
What is the European Green Bond Regulation (EuGBR) and why was it developed?
The European Green Deal, approved in 2020, aims to achieve climate neutrality in Europe by 2050 and to cut greenhouse gas (GHG) emissions by at least 55% by 2030 compared to 1990 levels.
As part of the European Green Deal and action plan on financing sustainable growth, the European Green Bond Regulation, also referred to as the European Green Bond Standard (EuGBS), establishes a voluntary designation for green bonds which fulfil specific requirements related to the use of proceeds, reporting and disclosure. The designation aims to help direct and scale investment towards sustainable economic activities aligned to the EU’s climate and broader environmental goals.
For issuers and investors, the designation aims to strengthen the integrity, transparency and level of comparability of the sustainable bond market by providing clear definitions of what green means, in line with the EU Taxonomy, and standardizing reporting and disclosure requirements.
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Are you prepared for the requirements of EuGBR?
Are you prepared for the requirements of EuGBR?
Issuers seeking a European Green Bond (“EuGB”) designation are required to disclose how they meet the EuGBR requirements pre- and post-issuance. In addition, issuers have to get external reviews of their EuGB pre-issuance Factsheet and post-issuance Allocation Report by an ESMA-registered external reviewer. They also have the option to request an external review of their Impact Report.
S&P Global Ratings Europe formally notified ESMA under article 69 of the EuGBR of its intent to provide services as an external reviewer during the transition period starting December 21, 2024 and is listed on ESMA’s website.
S&P Global Ratings brings 160+ years of credit ratings experience in providing independent opinions in complex, regulated markets. We are ready to support you with independent, transparent external reviews to help you navigate the complexity of the EuGBR requirements, so you can make decisions with confidence.
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What do S&P Global Ratings European Green Bond External Reviews include?
What do S&P Global Ratings European Green Bond External Reviews include?
The European Green Bond (EuGB) External Reviews are independent, point-in-time analyses of a European Green Bond’s alignment with the pre- and post-issuance requirements of the EuGBR.
Three Types of EuGB External Reviews
EuGB External Reviews may consist of the following three different types:
- Pre-issuance Review: We provide an opinion on whether the issuer's pre-issuance EuGB factsheet is complete and aligns with the requirements of the EuGBR. As with our Use-of-Proceeds Second Party Opinions (SPO), our pre-issuance reviews include a section on the Issuer Sustainability Context and a Shades of Green analysis for eligible green projects, and can be combined with a full SPO.
- Post-issuance Review: We provide an opinion on whether the issuer has allocated the proceeds in line with the EuGBR's requirements, and whether the issuer's allocation of proceeds is in line with the intended pre-issuance allocation. Our post-issuance reviews include a Shade of Green allocation assessment.
- Impact Report Review: We provide an opinion on whether the issuance aligns with the issuer's broader environmental strategy, as well as the indicated environmental impact of the bond's proceeds. According to the EuGBR, an impact report review is optional and not required for alignment.
S&P Global Ratings can provide all three types of EuGB external reviews above. In addition to the features above, all types of reviews include Strengths, Weaknesses, and Areas to Watch in the final report.
For further detail on how we assess alignment to the European Green Bond Regulation, please refer to the Analytical Approach: European Green Bond External Reviews and the accompanying FAQ document.
Post-Issuance Reviews
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Overview
Alongside our Second Party Opinions and European Green Bond External Reviews, S&P Global Ratings is now a full-service provider of sustainable financing opinions across pre and post issuance.
What is a Post-Issuance Review?
An independent, qualitative, point-in-time assessment of an issuer’s post-issuance sustainable finance reporting, where proceeds are allocated to environmental and/or social use-of-proceeds projects.
Why S&P Global Ratings?
Our Post-Issuance Review supports market transparency by helping investors assess how pre-issuance expectations compare to actual allocation and impact of proceeds. The product includes analysis of an issuer’s post-issuance allocation reporting, with optional analyses on the issuer’s post-issuance impact reporting, EU Taxonomy alignment and European Green Bonds.
Key Features:
Post-issuance Reviews offer three core analytical outputs:
1) A consistency opinion on whether the allocation of proceeds aligns with corresponding pre-issuance commitments.
2) An allocation analysis providing an overview on the issuer’s allocation of proceeds.
3) A reporting quality assessment on the issuer’s adherence to reporting requirements, commitments, and good practices.
Find out more in our Analytical Approach for Post-Issuance Reviews and related FAQ document. For our insights on post-issuance reporting trends, see ‘Sustainable Finance FAQ: Sustainable Bond Impact and Transparency in Post-Issuance Reporting'.
Read how Vietnam Technological and Commercial Joint Stock Bank engaged S&P Global Ratings to assess its Green Bond Framework and and for Post-Issuance Reviews to enhance transparency and engage investors.
Climate Bond Initiative Certification
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Overview
Climate Bond Initiative Certification
The CBI (Climate Bond Initiative) Certification is a voluntary label assigned to instruments that meet the requirements of the Climate Bond Standard, providing additional transparency for investors on the climate impacts of green instruments.
As an approved external review provider with the CBI, S&P Global Ratings can provide an assessment of the financing’s alignment with the CBI’s Climate Bond Standard. We assign a Shade of Green to the financing and provide additional analysis around strengths, weaknesses and areas to watch, to support investor confidence and transparency in the climate bonds market.
We can provide both pre- and post-issuance external reviews required under the CBI certification scheme.
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CBI Pre-Issuance External Reviews
Our CBI Pre-Issuance External Review has these key components:
• A Pre-issuance alignment assessment: Our assessment of whether the issuer’s commitments meet the relevant requirements of the Climate Bonds Standard.
• Shade of Green: Our qualitative opinion of how consistent environmental activities eligible for financing are with a low-carbon climate resilient future.
• Issuer sustainability context: We comment on whether the financing addresses any of the issuer’s most material sustainability factors, and on the issuer's overall strategy to manage the sustainability factors relevant to the financing.
Please refer to our Analytical Approach for Climate Bond Initiative External Reviews for more detail.
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CBI Post-Issuance External Reviews
Our CBI Post-Issuance External Review has these key components:
- A Post-issuance alignment assessment: Our assessment of whether the issuer’s commitments meet the relevant requirements of the Climate Bonds Standard.
- Shade of Green: We assign a Shade of Green to each economic activity to which proceeds have been allocated.
Please refer to our Analytical Approach for Climate Bond Initiative External Reviews for more detail.
Analytical Approach
Please find below links to our Analytical Approach documentation and related FAQs for Shades of Green assessments, Second Party Opinions, and European Green Bond External Reviews.
- Analytical Approach: Shades of Green Assessments
- Analytical Approach: Second Party Opinions
- FAQ: Applying Our Integrated Analytical Approach For Second Party Opinions
- Analytical Approach: European Green Bond External Reviews
- FAQ: Applying Our Analytical Approach For European Green Bond External Reviews
- Analytical Approach: EU Taxonomy Assessment
- Analytical Approach: Taxonomy Assessments
- Analytical Approach: Climate Bonds Initiative External Reviews
- Analytical Approach: Sustainable Financing Post-Issuance Reviews
- FAQ: Applying Our Analytical Approach For Post-Issuance Reviews
Shades of Green Approach
Understand the Transition Spectrum with the Shades of Green:
Our SPOs provide a view on alignment to relevant market principles (such as ICMA, LMA, EU Taxonomy), and additionally assess the financing’s contribution in the transition to a low carbon future through our shading scale, which includes assigning Dark, Medium or Light shading, as appropriate (for green projects).
Light Green may motivate early movers and helps to recognize transition steps in the near-term, while Dark Green acknowledges those closer to the end of their transition journey. Beyond financing that is ICMA Green Bond Principles or Sustainability Bond Principles aligned, additional shades of Yellow, Orange and Red are also possible, indicating non-alignment.
FAQs
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What is Use-of-Proceeds Financing?
What is Use-of-Proceeds Financing?
Use-of-proceeds (UoP) financing is a sustainable finance structure in which an issuer raises debt and commits to allocate the proceeds to a defined pool of eligible green and/or social projects or assets. These apply to the bond and loan markets. A key feature of the approach is traceability; market participants can evaluate the sustainability claim based on:
- What activities are eligible
- How projects are selected
- How proceeds are managed and tracked
- What the issuer reports after issuance.
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What are the key features of Use-of-Proceeds Financing?
What are the key features of Use-of-Proceeds Financing?
Use-of-proceeds (UoP) financing stands out in sustainable finance by seeking to allocate capital to projects or assets with defined environmental and/or social benefits. The credibility of UoP instruments relies on a disciplined framework that governs how proceeds are selected, managed, tracked, and reported. Below are the key features that define this approach:
Specific Allocation to Eligible Projects: Proceeds from UoP instruments are earmarked for projects or assets that meet clear sustainability criteria. Issuers must define eligible categories—such as renewable energy, green buildings, affordable housing, or access to essential services—and ensure funds are not used for general corporate purposes.
Clear Eligibility Criteria and Framework: A robust UoP framework outlines what qualifies as an eligible project, including boundaries, exclusions, and any thresholds. This clarity helps investors understand the sustainability impact and supports transparency around sustainability claims.
Governance and Project Selection: Issuers establish transparent governance processes for evaluating and selecting eligible projects. This includes documenting roles, responsibilities, and decision-making procedures to support consistency and accountability.
Proceeds Management and Tracking: UoP financing requires dedicated systems for tracking the allocation of proceeds. Issuers must explain how funds are managed, how unallocated proceeds are handled, and the timeline for full allocation.
Ongoing Reporting and Disclosure: Transparency is central to UoP instruments. Issuers commit to regular allocation reporting—detailing how much has been allocated, to which projects, and what remains unallocated. Where feasible, they also provide impact reporting, sharing measurable outcomes such as emissions reduced, beneficiaries reached, or other relevant metrics.
Refinancing Approach: Many UoP frameworks allow for the refinancing of existing eligible assets. Issuers typically disclose any lookback period and clarify the balance between new financing and refinancing, supporting investor understanding of the instrument’s impact.
Alignment with Market Standards: UoP instruments are often structured to align with recognized international principles (such as the Green Bond Principles, Social Bond Principles, Sustainability Bond Guidelines, the Green Loan Principles, or Social Loan Principles), which may help attract investors seeking robust sustainability credentials.
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What are the different types of Use-of-Proceeds instruments?
What are the different types of Use-of-Proceeds instruments?
Use-of-proceeds (UoP) financing instruments are designed to channel capital specifically to projects or assets with defined environmental and/or social benefits. UoP instruments are structured so that funds may be earmarked, tracked, and reported in line with recognized sustainability frameworks. Below are the main types of UoP financing instruments commonly used in the market:
Green Bonds: Debt instruments where proceeds are exclusively allocated to projects with environmental objectives. Typical eligible categories include renewable energy, energy efficiency, sustainable water management, pollution prevention, and green buildings. Issuers must demonstrate clear criteria for project selection and provide ongoing allocation and impact reporting.
Social Bonds: Direct proceeds to projects tied to positive social objectives. Examples include affordable housing, access to essential services (such as healthcare and education), socioeconomic advancement, and employment generation. Like green bonds, social bonds require transparent frameworks and reporting to ensure proceeds are used as intended.
Sustainability Bonds: Combine both green and social objectives, allowing issuers to fund a mix of eligible environmental and social projects. These instruments are suitable for organizations with diverse sustainability goals and require clear disclosure on how proceeds are allocated across categories.
Green Loans: Like green bonds but structured as loan facilities. Proceeds are earmarked for eligible green projects, and borrowers must adhere to defined criteria and reporting requirements. Green loans are often used by corporates, financial institutions, and public sector entities seeking flexible financing for sustainability initiatives.
Social Loans: Provide financing for projects with social benefits. Examples include affordable housing, access to essential services (such as healthcare and education), socioeconomic advancement, and employment generation. Borrowers must outline eligible categories, establish governance for project selection, and commit to transparent reporting.
Sustainability Loans: Support both green and social projects, offering flexibility for borrowers with broad sustainability agendas. The framework must specify eligible categories and ensure robust tracking and reporting of proceeds.
Other Debt Instruments: Use-of-proceeds principles can also be applied to private placements, securitizations, and other debt formats, provided the issuer can credibly earmark, track, and report on the allocation of proceeds.
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What is Sustainability-Linked Financing?
What is Sustainability-Linked Financing?
Sustainability-linked financing refers to financial instruments whose terms are linked to the achievement of specific sustainability targets. Unlike traditional green or social financing, which earmarks proceeds for specific projects, sustainability-linked financing may incentivize issuers or borrowers to improve their overall sustainability performance.
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What are the different types of Sustainability-Linked Financing instruments?
What are the different types of Sustainability-Linked Financing instruments?
Sustainability-Linked Loans (SLLs)
Key Features: The loan’s interest rate is adjusted based on the borrower’s performance against predefined sustainability targets (e.g., reducing greenhouse gas emissions, improving gender diversity).
Use of Proceeds: Not restricted; funds can be used for general corporate purposes.
Target Setting: Targets are negotiated between lender and borrower, and must be ambitious, material, and measurable.
Sustainability-Linked Bonds (SLBs)
Key Features: The bond’s coupon rate may increase or decrease depending on the issuer’s achievement of sustainability performance targets (SPTs).
Use of Proceeds: Not earmarked for specific projects; proceeds can be used for any purpose.
Target Setting: SPTs are disclosed in the bond documentation and are subject to external verification.
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What are the key differences between Use-of-Proceeds Financing and Sustainability-Linked Financing?
What are the key differences between Use-of-Proceeds Financing and Sustainability-Linked Financing?
Use-of-proceeds (UoP) financing and sustainability-linked (SL) financing can both support sustainable finance strategies, but they are built around different accountability mechanisms. In practice, they communicate sustainability characteristics to the market in different ways, either by tying funding to a defined pool of eligible projects (UoP) or by tying financing terms to issuer-level performance over time (SL).
Under SL financing, issuers can use the proceeds for general corporate purposes and do not need to allocate them to specific projects. Issuers commit to different financial terms linked to whether a sustainability target is achieved or missed.
Ultimately, the choice between UoP and SL financing depends on the approach an issuer seeks to articulate and substantiate: traceable funding of eligible projects versus measurable issuer-level performance improvements. Both can be credible structures, but they require different design choices, and different disclosures, to align with market standards and disclosure expectations.
Public Reports
Why S&P Global Ratings for your Second Party Opinions?
Pioneer in Green Financing Market
Largest external reviewer of green financings globally, by volume, and a pioneer in the green financing market – Shades of Green, which is now integrated into S&P Global Ratings, is a pioneer in the green financing market and provided the first green SPO in the market for the World Bank in 2008. S&P Global Ratings brings 160 years of credit ratings experience in providing independent opinions in complex, regulated markets.
Credit and Climate Analytical Excellence
Our global team of 1,700 credit analysts and 70 sustainable finance analysts brings together credit, climate science, sector and company capabilities in one place. Our SPOs assess an issuer’s sustainability strategy and financing frameworks, and the issuance’s climate risk and extent of contribution to the transition to a low carbon, climate resilient future.
Experience in Regulated, Complex Markets
We have breadth and diversity of experience with evaluating projects in a variety of sectors, both due to our knowledge (sector, climate, and regional level), and due to our robust SPO methodology. S&P Global Ratings' core experience is as a credit ratings provider dealing in regulated, complex markets.
Timely and Efficient
We follow a highly efficient, yet analytically rigorous process, allowing clear timelines to access capital markets. Our Second Party Opinions are usually delivered in about 20* business days but can be expedited to 10-15 business days for time-sensitive and straightforward cases.
Transparent, Science-based Shades of Green Approach
Our award-winning Shades of Green scale provides additional transparency to investors into how the use of proceeds contribute to a low- carbon, climate-resilient future. Recognized across the industry for both the quality and volume of green financing deals, Shades of Green has earned multiple awards.
Full Service External Opinion Provider Pre and Post Issuance
Improving transparency in the sustainable finance labeled debt market with our Shades of Green analysis across pre and post issuance.
*For use-of-proceeds SPOs, from receipt of all necessary documents(additional time may be required, depending on complexity; please allow an additional 10-15 business days for EU Taxonomy Alignment, where applicable). For sustainability-linked SPO: typically, 15 business days from date of sustainability strategy meeting with issuer, with relevant documentation provided at least 3 working days ahead of the meeting. For Post-Issuance Reviews: typically, 10-15 business days from receipt of all necessary documents (if S&P Global Ratings conducted the pre-issuance SPO (please allow an additional 5 business days if we didn’t conduct the SPO, and + 5 business days for EuGBPost-Issuance Alignment or EU Taxonomy Alignment, where applicable).
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