DOE’s Office of Energy Dominance Financing: What Energy & Critical Minerals Developers Need to Know

After an extended period of uncertainty throughout 2025, federal financing programs across several key federal agencies have moved into high gear with a renewed sense of urgency. The Trump Administration’s approach to federal financing, while still evolving across agencies and programs, is generally characterized by an emphasis on scale and a focus on transactions that significantly advance the administration’s policy priorities, especially across the energy, critical minerals, semiconductor, defense, and advanced manufacturing sectors. This heightened level of agency activity creates opportunities for companies seeking financing for US projects in industry sectors that align with administration priorities. However, companies may also face uncertainty and challenges as they seek to navigate the complex and fluid landscape of federal financing programs. As a first in a series, this Legal Update provides a broad overview of the U.S. Department of Energy’s (DOE) Office of Energy Dominance Financing (EDF), which is positioned to be a key source of debt financing for energy and critical minerals projects in the United States. 

With the support of Secretary of Energy Chris Wright and the leadership of Greg Beard, who assumed the role of EDF Director on January 29, 2026, EDF has already made several important deal announcements indicating a sense of momentum that is expected to continue through the remainder of the administration’s term. Most notably, on June 23, 2026, DOE announced a conditional commitment for $17.5 billion in loan guarantees to finance the purchase of long-lead components for up to ten AP1000 large-scale nuclear reactors to be built by Westinghouse. This represents DOE’s first nuclear announcement since its $12 billion financing for Georgia Power’s Vogtle Units 3 and 4 (which were completed in April 2024) and reflects the administration’s broader ambition to scale up the AP1000 reactor fleet across the United States.

EDF BACKGROUND

Previously known as the Loan Programs Office, EDF operates the Title 17 Energy Financing Program (Title 17 Program) under statutory authority originally granted under Title 17 of the Energy Policy Act of 2005. On July 4, 2025, Title 17 underwent a major overhaul under the One Big Beautiful Bill Act (the OBBBA), which aligned the Title 17 Program with the administration’s energy priorities of energy security, grid reliability, and affordability. On October 28, 2025, DOE implemented the provisions of the OBBBA relating to the Title 17 Program by issuing an interim final rule amending EDF’s existing regulations at 10 CFR Part 609.  On May 13, 2026, EDF issued long-awaited Program Guidance for the Title 17 Program (Guidance). The Guidance provides a comprehensive overview of the Title 17 Program and incorporates the changes made under the OBBBA and the interim final rule. The Guidance also reflects key DOE priorities, especially with respect to nuclear, advanced geothermal, and critical minerals.

EDF’s new Guidance replaces all guidance and solicitations previously issued by EDF with respect to the Title 17 Program. The Guidance indicates that EDF will review applications on a rolling basis. This should provide greater flexibility and clarity for applicants, who previously had to navigate pending application deadlines and multiple, sometimes overlapping, solicitations. Helpfully, the Guidance does not require that active EDF applicants resubmit applications that were submitted prior to May 13, 2026, though EDF may request additional information to evaluate applications in light of the Guidance.

TITLE 17 PROJECT ELIGIBILITY

General Eligibility Requirements

To qualify for EDF financing for a project under the Title 17 Program, applicants are required to demonstrate that the project meets the following general eligibility requirements: (1) the project must be located in the United States or its territories; (2) the applicant must demonstrate a reasonable prospect of repayment of the EDF financing; (3) the project must employ technically viable, commercially ready technology that is demonstrable through performance data; and (4) the project is restricted from benefitting from certain other forms of federal support, including federal grants or other federal loans or loan guarantees (though federal tax credits are permissible). 

Technical Eligibility Requirements

In addition to the general eligibility requirements listed above, applicants to the Title 17 Program are required to demonstrate that the project meets the technical eligibility requirements of Section 1703 of Title 17 (as a 1703 Project) or Section 1706 of Title 17 (as a 1706 Project). The technical eligibility requirements for Section 1703 and 1706 are described further below.

Section 1703 Technical Eligibility

In order to be technically eligible under Section 1703, a 1703 Project must use one or more of the following eligible technologies (each, a 1703 Eligible Technology):

• Renewable energy systems;
• Advanced fossil energy technology;
• Hydrogen fuel cell technology;
• Advanced nuclear energy;
• Carbon capture and sequestration technologies;
• Efficient electrical generation, transmission, and distribution;
• Efficient end-use energy technologies;
• Production facilities for the manufacture of fuel-efficient vehicles or parts of those vehicles;
• Pollution control equipment;
• Oil refineries;
• Energy storage technologies;
• Industrial decarbonization technologies; and
• Supply of critical minerals.

In addition to using a 1703 Eligible Technology, a 1703 Project must fall under one of three categories: a 1703 Innovative Energy Project, a 1703 Innovative Supply Chain Project, or a 1703 State Energy-Finance Institution (SEFI) Sponsored Project. These three categories are described further below.

• 1703 Innovative Energy Project: To qualify under the 1703 Innovative Energy Project category, a 1703 Project must (1) avoid, reduce, utilize, or sequester air pollutants or greenhouse gases; and (2) include new or significantly improved technology that has only recently been developed or involves a meaningful and important improvement in productivity or value as compared to commercial technologies already in use in three or more commercially operating projects in the United States. The Guidance identifies several types of projects that may be eligible under this category, including advanced nuclear reactors, front-end nuclear fuel cycle, advanced geothermal, critical minerals mining and processing, and stationary and mobile energy storage. The 1703 Innovative Energy Project category is set to be a likely funding pathway for developers and sponsors of innovative energy projects that reduce emissions. 
• 1703 Innovative Supply Chain Project: As with the 1703 Innovative Energy Project category, in order to qualify under the 1703 Innovative Supply Chain Project category, a 1703 Project must (1) avoid, reduce, utilize, or sequester air pollutants or greenhouse gases; and (2) include new or significantly improved technology that has only recently been developed or involves a meaningful and important improvement in productivity or value as compared to commercial technologies already in use in three or more commercially operating projects in the United States. However, a 1703 Innovative Supply Chain Project may meet the innovation requirement through innovation in the manufacturing process of the relevant product or innovation in the relevant product itself. Under the Guidance, examples of 1703 Innovative Supply Chain Projects include modular nuclear reactors, advanced nuclear components, and critical mineral value chain projects. The 1703 Innovative Supply Chain Project category is set to be a likely funding pathway for Tier 1 or lower-tier manufacturing facilities that employ innovative manufacturing processes or otherwise manufacture products that are innovative. The fact that a project is not required to employ innovative manufacturing processes in order to be eligible should open this funding pathway to a wider range of manufacturers in the energy sector, accelerating the pace at which the supply chain for innovative projects can achieve scale through EDF financing.
• 1703 SEFI-Supported Project: To qualify under the 1703 SEFI-Supported Project category, a 1703 Project must still avoid, reduce, utilize, or sequester air pollutants or greenhouse gases. However, it is not required to meet the innovation requirement for 1703 Innovative Energy Projects or 1703 Innovative Supply Chain Projects.  For any 1703 SEFI-Supported Project, a SEFI (which includes entities established by a State, or Indian Tribal entities or Alaska Native corporations) must provide meaningful financial support or credit enhancements to the project. SEFI financial support can come in a number of forms, including equity and co-lending with EDF on a pari passu or mezzanine basis. The 1703 SEFI-Supported Project category is set to be a likely funding pathway for developers and sponsors of projects that cannot satisfy the innovation requirement but are otherwise able to secure financial support or credit enhancement from SEFIs. Where possible, applicants should engage the relevant SEFI in the jurisdiction of the project before applying for EDF financing for a 1703 SEFI-Supported Project. This will reduce the risk of SEFI financial support becoming a gating item during the application process.

Section 1706 Technical Eligibility

In addition to applying under Section 1703, projects may apply for EDF financing as 1706 Projects under the Section 1706 Energy Dominance Financing Program (EDF Program). For ease, the EDF Program is best understood as a subprogram within the Title 17 Program. The EDF Program was authorized under the OBBBA, replacing the Energy Infrastructure Reinvestment Program originally authorized under the Inflation Reduction Act of 2022. The purpose of the EDF Program is to finance the deployment of large-scale commercial energy and critical minerals projects in the United States. 

The EDF Program takes a different approach to eligibility than Section 1703. It does not require projects to qualify as one of the Section 1703 Technologies, use innovative technology, or achieve greenhouse gas reductions. Instead, the EDF Program requires projects to: (1) retool, repower, repurpose, or replace energy infrastructure that has ceased operations; (2) enable operating energy infrastructure to increase capacity or output; or (3) support or enable the provision of known or forecastable electric supply at time intervals necessary to maintain or enhance grid reliability or other system adequacy needs. Importantly, the EDF Program defines “energy infrastructure” expansively to include a very broad range of projects that relate not just to energy, but also critical minerals: “a facility, and associated equipment, used for enabling the identification, leasing, development, production, processing, transportation, transmission, refining, and generation needed for energy and critical minerals.”

Since its establishment under the OBBBA in July 2025, the EDF Program has funded the deployment of several large-scale energy projects, including (1) a $1.6 billion direct loan to a subsidiary of American Electric Power in October 2025 to finance transmission upgrades across five states, (2) $26 billion in direct loans to subsidiaries of Southern Company in February 2026 to finance gas, nuclear, and grid enhancements in Georgia and Alabama, and (3) a $3.2 billion direct loan to AEP Texas in July 2026 to finance transmission upgrades in Texas. Given its expansive eligibility requirements and significant funding received under the OBBBA, the EDF Program is set to be a likely funding pathway for developers and sponsors—especially utilities—seeking financing for large-scale commercial energy and critical minerals projects or portfolios of projects.

TITLE 17 DIRECT LOAN FEATURES

EDF financing is offered in two loan products for projects that are deemed eligible under the Title 17 Program, whether as a 1703 Project or a 1706 Project: (1) a direct loan from the U.S. Treasury’s Federal Financing Bank (FFB) that is subject to a 100% loan guarantee from DOE and (2) a partial loan guarantee from DOE of up to 90% of the principal amount of a commercial loan from an eligible commercial lender. This section provides an overview of key financial features of EDF’s direct loan product, since applicants are generally considered most likely to request direct loans, rather than partial loan guarantees. The Mayer Brown team is available to discuss any questions that companies may have regarding partial DOE loan guarantees, which differ in important respects from direct loans.

Loan Amount

Direct loan amounts are not subject to a fixed minimum or maximum under EDF’s statute, interim final rule, or policy.  However, they cannot exceed 80% of eligible project costs, as such term is defined in EDF’s interim final rule.  EDF is also required to determine that there is a reasonable prospect of repayment with respect to any direct loan amount. 

In practice, EDF takes project cashflows and other credit considerations into account when sizing direct loan amounts. As a result, the Guidance indicates that leverage ratios often end up below 80% of eligible project costs and are typically in the 40–60% range. The Guidance also indicates that direct loans are typically $500 million or more, given some of the fixed costs associated with the application process. 

Applicants should take several considerations into account when scoping projects and sizing loan amount requests. First, when scoping projects, applicants should consider scale and, where appropriate, aggregate smaller projects to maximize impact, especially in light of EDF’s ongoing resource constraints and the priority that EDF is placing on high-impact projects. Second, when sizing loan amount requests, applicants proposing project finance structures with limited or no recourse to project sponsors should note that EDF’s risk appetite for merchant risk is uncertain. Such applicants are therefore strongly advised to consider long-term offtake agreements or other forms of contracted cash flows in lieu of relying on market projections.

Loan Tenor, Disbursements, and Amortization

By statute, direct loan tenors are limited to 30 years after closing and, in the case of 1703 Projects, cannot exceed 90% of the useful life of the project. The statute and interim final rule otherwise give EDF flexibility to set disbursement periods, amortization schedules, and maturity dates. In practice, disbursement periods are typically set based on construction schedules and may include reasonable cushions to account for potential construction delays. Amortization schedules can be straight-line or sculpted to maintain a targeted debt service coverage ratio based on projected cash flows. Maturity dates are typically shorter than the statutory maximum based on the term of project offtake agreements or other contracted cash flows.

Interest Rate

Interest rates for direct loans are determined differently than interest rates for commercial loans. Instead of the entire direct loan being subject to a single interest rate determined on the closing date, each individual direct loan disbursement is subject to its own interest rate that is determined based on the U.S. Treasury curve as of the relevant disbursement date, plus 0.375% and a risk-based charge. The risk-based charge is intended to make the overall interest rate close to commercially available rates. Companies should take the following considerations into account when considering direct loans. 

• Interest Rate Risk: Since the interest rate for direct loans is set at each loan disbursement, rather than at closing, applicants will need to make assumptions in their financial models regarding the U.S. Treasury curve on each disbursement date.  Applicants with multi-year construction timelines will be subject to interest rate risk that may be significant.  Some applicants may therefore wish to consider hedging their interest rate exposure.  However, it should be noted that, similar to most secured financings, any secured interest rate hedge agreement would likely raise significant intercreditor and other complexities for EDF. 
• Credit Subsidy: EDF has the statutory authority to use appropriated credit subsidy to pay some or all of any risk-based charge assessed for direct loans, thereby lowering the effective interest rate payable by borrowers.  For Section 1706 Projects, EDF was appropriated $1 billion in credit subsidy under the OBBBA to support up to $250 billion in loans through September 30, 2028, a significant sum which should enable EDF to lower the effective interest rate for a large number of Section 1706 Projects.  On the other hand, for Section 1703 Projects, EDF was appropriated $150 million in credit subsidy under the Commerce, Justice, Science; Energy and Water Development; and Interior and Environment Appropriations Act, enacted on January 23, 2026, to support loans for small modular reactors and advanced nuclear reactors.  However, it is unclear how much credit subsidy remains available to EDF for loans under Section 1703 from prior appropriations that was not rescinded by the OBBBA.

CONSIDERATIONS FOR APPLICANTS

Before proceeding with a loan application, companies are encouraged to review the Guidance and consider the financial, technical, legal, and regulatory issues discussed below.

Financial Considerations

• Fees and Expenses: Sponsors should plan for the following fees and expenses before applying for a direct loan: (1) a non-refundable facility fee, payable at closing, equal to 0.6% of the direct loan amount up to $1 billion plus 0.1% on the portion of the direct loan amount above $1 billion; (2) a maintenance fee, payable annually of up to $500,000, depending on complexity of the direct loan; (3) fees and expenses of legal counsel and other advisors engaged by EDF in connection with the direct loan, payable at closing (though they can be paid from FFB loan proceeds); and (4) fees and expenses of collateral agents, payable annually.
• Sponsor Equity: Sponsors are required to make significant equity contributions to projects that receive EDF financing. Applicants should expect EDF’s credit assessment of an application to consider the sponsor’s financial capacity and the strength of sponsor equity commitments.
• Warrants: DOE may require warrants to purchase equity or other forms of upside participation in borrowers or sponsors as consideration for the provision of a direct loan. This is consistent with a broader trend across several federal agencies of securing upside participation for federal taxpayers in federally funded projects.

Technical Considerations

• Category Mapping: As soon as possible prior to submitting an application, companies should map projects to the appropriate category under Section 1703 or Section 1706 to determine whether any changes to the project scope are required in order to meet the relevant technical eligibility requirements.
• Commercially Ready Technology: All projects must employ technically viable and commercially ready technology, with a preferred Technology Readiness Level 8 (though EDF will consider projects at lower levels). Projects that are for research, product development, pilot, or demonstration will be denied. Sponsors should be prepared to demonstrate that the proposed technology is technically viable and has advanced beyond the pilot or demonstration stage.
• Procurement, EPC, and Supply Chain: DOE will evaluate the project’s procurement strategy, EPC arrangements, and supply chain risks. For projects involving long-lead items, early procurement commitment and supply chain de-risking may be viewed favorably in EDF’s due diligence process.

Legal & Regulatory Considerations

• Intercreditor and Non-Subordination Issues: Under Title 17, direct loans cannot be subordinated in right of payment or lien priority to other financing, though they may be pari passu with other creditors’ debt on a case-by-case basis. Companies with existing or contemplated project-level debt from other sources should be prepared for intercreditor negotiations and should understand DOE’s non-subordination requirements and lien priority expectations.
• Federal Law Compliance: Projects receiving direct loans are subject to certain federal laws and regulations, including Davis-Bacon prevailing wage requirements, the Cargo Preference Act, and, in some cases, Build America, Buy America Act provisions. Companies should assess compliance requirements as early as possible for projects with significant construction labor or imported components, especially if transported by sea.
• Environmental Requirements: The Guidance indicates that projects may need to comply with certain environmental statutes, such as the Endangered Species Act and the National Historic Preservation Act. However, the Guidance is silent as to whether projects are required to comply with the National Environmental Policy Act (NEPA). This is consistent with DOE’s flexible approach to NEPA as codified in DOE’s Implementing Procedures. In particular, DOE’s Implementing Procedures place greater reliance on categorical exclusions than prior administrations and, more importantly, depart from the position of the prior administration that all federal loans and loan guarantees automatically constitute federal agency actions subject to NEPA. This flexible approach to NEPA should significantly reduce the administrative burden and delay risk to applicants associated with environmental compliance.
• Foreign Ownership and Collaboration: Applicants are not subject to the Foreign Entity of Concern (FEOC) provisions that otherwise apply to certain federal tax credits and federal financing programs such as the CHIPS Incentives Program administered by the U.S. Department of Commerce. However, applicants will be subject to an assessment of any direct and indirect foreign ownership as part of EDF’s customary know-your-customer (KYC) review. In addition, borrowers are required to be formed in the United States and have a physical location in the United States (though EDF may waive this requirement upon request under certain specified circumstances).  Sponsors, however, may be formed or domiciled outside the United States.

Title 17 does not impose statutory restrictions on the ability of borrowers or sponsors to engage in certain activities with foreign entities, unlike certain other federal financing programs. However, the Guidance does indicate that, after closing, borrowers will be required to seek guidance from EDF prior to any non-routine collaboration with foreign organizations or governments in connection with a Title 17 loan or loan guarantee. This reflects a heightened sensitivity to risks from technology transfers and theft from federally funded projects. This restriction is in addition to any change of control provisions in loan agreements that may apply to a sponsor’s proposed sales of equity interests in a borrower to a foreign entity.

Conclusion

Since being authorized in 2005, the Title 17 Program has undergone significant evolutions under each administration. After an extended period of uncertainty under the Trump administration, EDF is now moving with urgency to implement the Title 17 Program under the new authorities and funding granted under the OBBBA in support of US projects that significantly advance the administration’s energy priorities, especially large-scale nuclear, critical minerals, and grid modernization projects. Building on its deep experience with DOE and the Title 17 Program, the Mayer Brown team is available to support companies as they consider EDF as a federal financing option for their US projects.