Euromoney Legal Training

COURSE BACKGROUND:

With the general downturn in the global economy, the American power crisis, the crash of the hi-tech industry and recent global events, many banks and developers are re-examining their project finance pipelines. China and the Gulf are leading the next wave of projects however. International Financial Institutions (IFIs) also continue to work in developing countries and Eastern European countries in transition.

The trend is towards 'keeping it simple' using basic project financing techniques involving syndicated lending, sponsor support and a full security package. Bankability of project documentation remains crucial.

COURSE OBJECTIVES:

CLARIFIES the role of risk allocation in PPPs and Project Finance
FOCUSES on the different projects documents involved
INDENTIFIES key bankability issues
ANALYZES key provisions of project loan agreements
EXPLORES security, direct & sponsor support agreements
EXPLAINS the role of International Financial Institutions

Day 1

Introduction

• What is Project Finance?

• What is PPP?

• Risk identification and allocation

• What are financing agreements?

The role of the project documents

• Overview of what constitutes ‘project documents’ and their role in a project

• Lender’s perspectives as compared to sponsors and off takers

The Concession/BOT/PPA

Presentation of key issues of bankability in the agreement between the Grantor and the Special Purpose Vehicle, including:

• Different structures BOT, BTD, BOOT, DBFO, PPA, PPP, Concession

• The parties

• Site/existing assets

• Payment structures

• Construction/Operation

• Step-in rights

• Termination

• Dispute resolution

Turnkey construction contract

Presentation of turnkey construction contracts and key issues of bankability, including:

• Single point responsibility

• Fixed price

• Date certain

• Liquidated damages for delay and performance

• Termination

Operation and maintenance agreements Presentation of key issues of bankability in O&M agreements

• Different structures available

• Guarantees

• Duration

• Limitation on liability

WORKSHOP: THE PROJECT AGREEMENT –

Delegates will analyze provisions of a Project Agreement to identify key areas of bankability and risk allocation.

Day 2

Dealing with international financial institutions

• Lenders of last resort/preferred creditors

• A loan & B loan

Analyzing the loan agreement

• The term sheet

• Overview of the structure and content of a syndicated loan agreement

• Key project covenants

• Representations and warranties

• Affirmative and negative covenants

• Events of default

WORKSHOP: ANALYZING A PROJECT LOAN AGREEMENT – Delegates will use a checklist of loan agreement provisions and they will analyze a project loan agreement. They will be required to form a position on major provisions.

Examining the security documents

Explaining the support agreements

• The significance of support agreements

• The sponsor's role

• Forms of support from sponsors

• Key provisions

• John D. Crothers

  John D. Crothers is a partner in the Paris office of Gide Loyrette Nouel. His practice concentrates on project finance, banking and privatisation in both the developing and developed world. John has advised international financial institutions, concession companies, operators, contractors and bidding consortia in infrastructure projects ranging from toll roads to IPPs, water treatment facilities and desalination facilities.
  
  Prior to joining Gide Loyrette Nouel, John was counsel to the EBRD in London and thus has in-depth knowledge of how to work with IFIs. John is a member of the Bar in New York and Paris.

Interested in holding this course in-house? Please fill out your details and a member of our team will be in touch with more information.

 

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