Euromoney Legal Training

Course overview:

The 16th Project Finance School covers all aspects of project finance law and contract documentation, including new and advanced techniques. Participants will gain a thorough knowledge of the key legal issues arising in topics such as risk analysis and allocation, new structures and sources of funding, basic project contracts and financing agreements.

This five-day school will be invaluable in increasing your knowledge and understanding of the key legal and contractual issues in international project finance and improve your ability to solve practical problems.

Who should attend?

• The course will provide invaluable information to:
• Project lenders, sponsors and contractors
• In-house lawyers in banks and financial institutions
• Bank officers responsible for evaluating or structuring projects
• In-house lawyers and financial officers of project sponsors and contractors
• External legal and financial advisers

A highly practical five-day training course with interactive workshops, where you will be:

• Analysing and allocating project risks
• Applying the concept of bankability to project contracts
• Identifying typical provisions in international construction contracts
• Examining operation and maintenance contracts
• Understanding the financing agreements
• Taking part in a two-day intensive workshop focusing on key project finance issues and successful negotiation techniques

Supported by:

 

 

 

 

 

 

 

Day 1

Analysing and allocating project risks

Faculty: Gide Loyrette Nouel Introduction

• What is project financing?
• Introduction to the analysis and allocation of project risks

Understanding the sponsor/borrower/ host government perspective

• The players: the project parties amongst whom risks may be allocated
• The risks to be allocated
• Techniques of risk mitigation/avoidance

Understanding the bankers’ motives

• Bank objectives and general approach
• The concept of bankability
• Allocation of risks: when is the bank inclined to take project risk?
• Techniques of risk mitigation/avoidance

Examples of different project structures

• Single client risk: projects sold to the public sector
• Full commercial risk: financially freestanding projects

Workshop 1: Analysis and allocation of risk through the preparation of a risk allocation matrix

Day 2

International construction operation and maintenance contracts

Faculty: Gide Loyrette Nouel

Introduction

• Definition and role of project documents
• Essential requirements and interests of lenders, sponsors and the contractors

Offtake agreements

• Securing the revenue stream of the project
• Payment structures
• Covering risks of revenue shortfalls and cost increases
• Termination issues

Turnkey construction contracts

• Achieving certainty of out-turn cost
• Lump sum fixed price: the risks transferred or insured
• Payment mechanisms
• Lenders checks/controls on cost overruns
• Project company’s obligation: back-to-back with other project agreements with the project contracts
• Completing on time
• Force majeure and grounds for extension of time
• Liquidated damages for delay in completion
• Termination for extended delay
• Quality/performance of the asset
• Rejection of inadequate performance
• Warranties and liability for defects
• Exclusions and limitations on liability

Operation and maintenance contracts

• The services provided by the operator
• Interface with the construction contract
• Incentivising the operator as to costs and performance
• The operator’s liability for inadequate performance of the asset

Workshop 2: Delegates will be divided into groups representing the different parties involved and will analyse and seek solutions to problems arising in the negotiation and performance of the above agreements.

Day 3

Financing the deal: understanding the financing agreements

Faculty: Berwin Leighton Paisner LLP

Introduction

• Overview
• What are the key documents?
• How do they interact with the project documents?

The loan agreement

• Key features
• Representations and warranties
• Covenants
• Events of default
• Conditions precedent
• Cover ratios
• Other terms
• Intercreditor issues

Credit enhancement devices

• Guarantees
• Letters of credit
• Insurance
• Hedging

Multi-source finance

• Export credit agencies
• Multilateral agencies
• Bilateral agencies
• Bond issues
• Mezzanine or subordinated debt
• Lease and vendor finance
• Use of common terms agreement
• Intercreditor issues

The security package

• Purpose of security
• Usual tools used
• Structuring the security package
• Taking security over foreign assets
• Other security issues

Direct agreements

• Purpose and use
• Key terms and their role

Day 4 & 5

Intensive two-day workshop

Faculty: Norton Rose

Workshop 3:

The two-day workshop will be based on a hypothetical project to construct, operate and maintain a chemical plant in the UK. The project is to be a joint venture between a major international materials company, an expanding conglomerate involved in the construction of industrial plants, which through its subsidiaries will undertake the construction, operation and maintenance of the plant, and a US investment company.

The plant is to be built on part of a site containing an existing chemical plant. The purpose of the project is to phase out the old plant and introduce a new, clean and superefficient oil to derivatives conversion plant. The plant will operate by processing a raw feed stock crude oil and will require a steady supply of crude oil as well as a reliable electricity and water supply. Financing for the project is to be made up partly by loan facilities from a syndicate of banks.

Key issues for negotiation

Key issues arising from the project which the groups will be required to form a position on and negotiate include:

• Environmental issues
• Security of supply
• Cost overruns/delays
• Insurance issues
• Take or pay
• Dividend policy

• 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.

  Courses run by this instructor

  • Financing Agreements in Project Finance - Dubai
  • Financing Agreements in Project Finance - Paris

• Gide Loyrette Nouel

  Gide Loyrette Nouel is one of the leading international law firms in the world with 88 partners and over 400 associates. With more than 20 partners and 120 lawyers in its London and Paris offices, the Finance/Project Finance department is one of the largest and most highly regarded banking groups amongst the major international law firms. The firm strongly believes in building long term relationships with its clients by understanding their businesses and providing flexible, innovative and tailored solutions.

• Norton Rose

  Norton Rose is a major international law firm with a worldwide network of offices providing a seamless global service to clients. They act for global banks and other financial institutions, international businesses, major public  and private companies, government departments and sovereign states. Their business covers the whole spectrum of financial and business activities. Areas of particular expertise include aviation, construction, energy  and natural resources, rail and shipping.

• Jeffery Barratt

  Jeffery Barratt is head of Norton Rose's global projects group and is senior banking partner. He has a broad range of experience of financing and capital market transactions acting on behalf of sponsors, lenders and mulitilateral institutions and has been involved in many complex infrastructure and other project financings in Europe, the Middle East and South East Asia.

• Berwin Leight Paisner LLP

  Berwin Leighton Paisner LLP is a premier, full-service law firm headquartered in the City of London. We offer pragmatic, commercial legal advice that helps major public and private companies, financial institutions, public sector bodies and private clients to achieve their goals. Our service extends to over 65 jurisdictions, with offices in Abu Dhabi, Brussels, Moscow (Goltsblat BLP), Paris and Singapore.

• Mark Richards

  Mark Richards, a partner in the Projects Team, has advised clients on a wider range of the innovative and complex infrastructure projects structured using Public-Private Finance techniques, including structures involving clinical and medical procurements, defence asets, roads and asset-financed based projects. He has advised on concession contracts, loan transactions, equity structures, joint ventures, leasing transactions, subcontracts and project finance transactions. He is also qualified at the New York State Bar.“Impressive knowledge of a number of sectors" (Chambers UK 2008)
  

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.

Financing Agreements in Project Finance - Dubai

12-13 Jun 2012 (Dubai, United Arab Emirates)

By attending this course you will analyse the different documents and the key provisions of project loan agreements

Project Finance - London

24-25 May 2012 (London, United Kingdom)
24-25 Sep 2012 (London, United Kingdom)

This Euromoney Legal Training course explains how project finance works in detailed and practical terms. This programme aims to expose delegates to the rapidly changing face of project finance across the world and thus ensure a full awareness of the different methods being adopted in various countries and sectors. With interactive workshops being an integral part of this course, delegates will examine real life examples of project finance. Receive up-todate information on current projects, and benefit from the new ideas being implemented globally.

22nd Summer School for International Financial Law - Oxford

26 Aug 2012 - 7 Sep 2012 (Oxford, United Kingdom)

**Early Bird Offer Extended - Book before May 28th to save 10% - More than £700**

Euromoney’s Summer School has developed an enviable reputation as the premier international financial law event on the training calendar.

This residential school offers an unequalled opportunity for lawyers from around the world to learn the principles and practice of international financial law from expert practitioners.

Over two weeks, the Summer School will cover a substantial range of topics, including international borrowing and lending, capital markets, new financial instruments and techniques, trade and project related financing, and securitisation.

Moreover, the Summer School has a strong practical orientation; it provides guidance and advice on how to identify, approach and solve the legal problems posed by international financial transactions.

Case studies and workshops provide opportunities for participants to study actual transactions and become involved in documentation and negotiation exercises.

7th Swaps & Other OTC Derivatives School - London

9-13 Jul 2012 (London, United Kingdom)

Swaps and other OTC derivatives have grown both in volume and in complexity over the years. They provide flexible, effective and valuable tools for risk management and investment. On the other hand, they were blamed by some for the recent financial crisis largely due to their role in structured financings. Swaps are legally complex, a fact that frequently leads to litigation. To protect all parties involved, transactions must be properly documented

Oil & Gas Agreements School - London

9-13 Jul 2012 (London, United Kingdom)

At this school Dr Ken Mildwaters, an acknowledged international expert with a wealth of experience in helping clients to formulate successful and effective business partnerships, will discuss with participants why parties come together in a cooperative endeavour to undertake a phase of a project, the legal forms they might use in so doing, the relationships created by the forms and the principle legal and commercial issues that affect those relationships.

Financing Agreements in Project Finance - Paris

20-21 Sep 2012 (Paris, France)

An in-depth overview of the different documents involved, effective documentation techniques and the key provisions of a project loan agreement

Renewable Energy Project Agreements - London

26-27 Sep 2012 (London, United Kingdom)

By attending Euromoney Legal Training’s newly designed Renewable Energy Project Agreements course, you will understand the important legal issues and other critical aspects involved when structuring and documenting a typical RE Project.

Project Finance - Dubai

9-11 Oct 2012 (Dubai, United Arab Emirates)

This Euromoney Legal Training course explains how project finance works in detailed and practical terms. This programme aims to expose delegates to the rapidly changing face of project finance across the world and thus ensure a full awareness of the different methods being adopted in various countries and sectors. With interactive workshops being an integral part of this course, delegates will examine real life examples of project finance. Receive up-todate information on current projects, and benefit from the new ideas being implemented globally.

Project Finance - Johannesburg

25-27 Jun 2012 (Johannesburg, South Africa)

This Euromoney Legal Training course explains how project finance works in detailed and practical terms. This programme aims to expose delegates to the rapidly changing face of project finance across the world and thus ensure a full awareness of the different methods being adopted in various countries and sectors. With interactive workshops being an integral part of this course, delegates will examine real life examples of project finance. Receive up-todate information on current projects, and benefit from the new ideas being implemented globally.

 

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