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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.
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.
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.
Learn more about our Analytical Approach for Second Party Opinions and the Shades of Green Assessment.
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 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.
*As of January 2026
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.
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.
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:
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.
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.
A post-issuance review is 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.
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.
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.
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.
• 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.
Please refer to our Analytical Approach for Climate Bond Initiative External Reviews for more detail.
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.
In this video, Christa Clapp, Global Head of Sustainable Finance Markets Analytics and Co-founder of Shades of Green, explains a bit more in depth how we assign the Dark, Medium or Light Green shades for green projects.
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.
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.
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.
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.
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.
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.
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).
In the context of sustainability-linked finance, SPOs assess alignment of the sustainability-linked finance instrument with recognized sustainability frameworks (such as the Sustainability-Linked Bond Principles or Loan Principles) and whether the targets set are ambitious, material, and credible.
Credibility: Second Party Opinions (SPOs) support market transparency by providing an independent opinion on whether targets are meaningful and the instrument is structured appropriately.
Transparency: Second Party Opinions (SPOs) provide detailed analysis of the issuer’s sustainability strategy, target selection, and reporting mechanisms.
Alignment: Second Party Opinions (SPOs) assess alignment on international standards, potentially helping issuers attract investors seeking robust sustainability credentials.
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.
Sustainability-linked finance refers to financial instruments whose terms are linked to the achievement of specific sustainability targets. Unlike traditional green or social finance, which earmarks proceeds for specific projects, sustainability-linked finance may incentivize issuers or borrowers to improve their overall sustainability performance.
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.
Both SLLs and SLBs link financial terms to sustainability outcomes, but SLLs are typically private agreements between a borrower and lender, while SLBs are public market instruments issued to a broad investor base. Neither instrument restricts the use of proceeds, distinguishing them from green or social bonds/loans.
The key differences between Sustainability-Linked Loans (SLLs) and Sustainability-Linked Bonds (SLBs) center on their structure, market participants, and transparency. SLLs are private loan agreements between a borrower and one or more lenders, where the loan’s interest rate adjusts based on the borrower’s achievement of sustainability performance targets. In contrast, SLBs are public debt instruments issued in the capital markets, with the bond’s coupon rate typically adjusting if the issuer fails to meet predefined sustainability targets. This means SLLs are negotiated privately and tailored to the borrower’s circumstances, while SLBs are more standardized and accessible to a broad range of investors.
Another important distinction is the level of disclosure and verification. SLLs often involve bespoke reporting and verification processes agreed upon by the parties involved, whereas SLBs typically require public disclosure of targets and external verification, enhancing transparency. Both instruments may incentivize sustainability improvements across the issuer’s operations, but SLLs are generally more flexible and confidential, while SLBs offer greater visibility and market scrutiny.
In the context of use-of-proceeds (UoP) instruments—such as green, social, or sustainability bonds and loans—a Second Party Opinion (SPO) evaluates the credibility and transparency of an issuer’s UoP framework is in alignment with recognized market principles and standards for labeled issuance.
Second Party Opinions (SPOs) can support transparency for market participants by providing an independent view on whether the UoP framework’s eligibility criteria, selection governance, and proceeds management practices are sufficiently robust to support the labeled claim. They provide structured analysis of the issuer’s framework, including how projects are selected, how proceeds will be tracked, and what the issuer commits to disclose post-issuance (allocation and, where feasible, impact reporting). They also assess alignment with recognized international principles and market standards for UoP instruments (e.g., green/social/sustainability bond and loan market principles), helping issuers communicate that the transaction is structured in line with established expectations as assessed at the time of issuance.
Unlike sustainability-linked instruments (which hinge on issuer-level targets), UoP instruments hinge on how proceeds are defined, selected, managed, and reported. As a result, an SPO for UoP typically assess the issuer’s framework across areas such as:
Use of proceeds: clarity of eligible categories, eligibility criteria, and exclusions.
Project evaluation and selection: governance, decision-making, and controls used to determine what qualifies.
Management of proceeds: tracking methodology, allocation process, and treatment of temporarily unallocated proceeds.
Reporting: commitments and readiness for allocation reporting and, where feasible, impact reporting (including metrics and methodologies).
Refinancing approach (if applicable): disclosure of any refinancing share and the lookback approach used to determine eligible historical expenditures/assets.
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.
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.
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. 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.
Use-of-proceeds (UoP) financing stands out in sustainable finance by ensuring that capital is specifically allocated 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 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 may reduce the risk of “greenwashing” or “social washing.”
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, or Sustainability Bond Guidelines), which may help attract investors seeking robust sustainability credentials.
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, following the same principles as social bonds. 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.
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).
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 prevailing market practices and disclosure expectations.
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