PPP Contract Negotiation & Strategy (PPP Contract Negotiation, Strategy & Legal Agreements Training Week)

2 days 6-7 Nov 2017, Singapore Singapore $3,350.00 Download brochure Add to basket
2 days 13-14 Nov 2017, London UK £2,450.00 + VAT* Download brochure Add to basket

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Overview

This course forms module 1 of the PPP Contract Negotiation, Strategy & Legal Agreements Training Week. Attend both modules to save 15% on the combined price.

As PPPs become a tool that is widely used as a vehicle for infrastructure finance, this involves complex relationships between a multitude of stakeholders. These interactions include public sector entities, sponsors and developers, project lenders and ultimately the customer. In some instances these are overseen by a public regulator whose role may also include managing, monitoring and enforcing the PPP agreement. These contracts also need to operate within a legal regime and such a regime will influence the manner in which PPP arrangements are dealt with, interpreted and ultimately enforced. Accordingly, well-designed arrangements for private participation need to balance seemingly different views depending on the stakeholder but with an overarching goal of mobilising expertise, efficiency and or additional private capital into infrastructure development.

Course objectives

  • Provide an introduction to and context for developing infrastructure financing solutions by using PPPs
  • Describe the process of developing a project from the concept stage to implementation and contract supervision
  • Present a set of tools and techniques that can be used as a basis for sound and rigorous evaluation, decision making, monitoring and control of PPPs
  • Understand the main principles and techniques for robust PPP contract design

 
Methodology

The design of the course combines theory with relevant case studies as well as interactive participatory discussions. The course strikes a balance between qualitative and qualitative metrics, using case studies to illustrate core concepts or to address sometimes counter positions - the public and private perspectives when undertaking a PPP project. Role playing will also be used to showcase policy issues and their applicability with financial and bankability issues common in PPP design, development and monitoring.

Who should attend

  • Government officials, ministries and public sector agencies
  • Investment planning commissions
  • Project developers, sponsors and consultants
  • Senior investment and credit analysts
  • Commercial, Business Development, Bid and Acquisitions Managers
  • Lawyers and legal counsel
  • Project financiers
  • Credit, Risk and Investment officers
  • Chief Financial Officers and Controllers
  • Infrastructure and structured finance specialists

Instructors

We work with a series of expert instructors, please select the course location of interest to review the credentials of who will be delivering the programme.

London
Cledan Mandri-Perrott
Dr Cledan Mandri-Perrott, is a seasoned project financier and investment banker. Having started his career in the operational arm of the second largest water company in the United Kingdom, and a FT100 company, he was critical in support of the international expansion of the Severn Trent Group helping secure highly profitable business for the company in Portugal, Belgium, Mexico, United States, Argentina, Chile and Trinidad and Tobago. For the latter he was part of the  acquisition team and went on to lead the company as its Director to successfully manage a business (serving over 1.2 million people) which achieved financial turnaround from a loss making entity (US$120 million deficit) in less than three years.

From there he established an advisory arm for the Severn Trent International Group and led a number of Public Private Partnerships (PPPs) advisory mandates growing it to an annual turnover of US$ 12 million. From there, Dr Mandri-Perrott worked as the co-head of the newly established Infrastructure Finance Group of the renowned PA Consulting Group in London and Birmingham, advising both private clients and governments on structuring and financing PPPs. From 2003 to 2005 he founded a boutique advisory firm with offices in Washington DC and Buenos Aires which focused on financial advisory services, dispute resolution and legal advice. During this time he grew the business to 29 staff. Notable clients during his tenure were the Prime Minister’s Office of the Hashemite Kingdom of Jordan, the ABB Group and Bilfinger Berger which he advised on three major acquisitions.

After selling the venture to his partners for family reasons, Dr Mandri-Perrott, joined the World Bank Group in 2006 and quickly rose to become a leading figure on PPPs and Project finance becoming a founding member of the World Bank’s Global PPP Expert Group. Since 2012, he was one of a handful of staff that opened the World Bank Group’s office in Singapore, where he now heads the Infrastructure Finance and PPP Centre advising governments on project finance issues bringing together public and private funds both from traditional commercial lenders as well as pension and institutional investors. In sum he has advised on more than twenty PPPs which successfully closed with a cumulative value of over US$4 billion. A graduate in Civil Engineering from Surrey University, he also holds an MSc in Business and Finance, an LLM in commercial and transaction law from the University of Dundee, and a PhD in Project Finance from the University of Groningen. He is a visiting professor at the National University of Singapore’s Lee Kwan Yew School of Public Policy, as well as the Singapore National University’s ALPINE programme.
Singapore
Cledan Mandri Perrott

The instructor is a Lead Financial Officer at the Singapore Global Infrastructure Centre of Excellence and a member of the World Bank’s Global Expert Team for PublicPrivate Partnerships. He has over 18 years’ experience in developing and implementing project finance transactions. Prior to the World Bank, he advised Governments and Private clients on multimillion dollar infrastructure projects. He has strong regulatory background and designed and implemented regulatory policy frameworks. He has practical operational experience having managed a utility in Trinidad and Tobago. He has gained a reputation as a pragmatic problem solver helping resolve regulatory and PPP disputes. He has written extensively on issues of PPP and infrastructure and is a regular presenter and trainer on PPP related topics. A graduate in Civil Engineering, he also holds an MSc in Business and Finance, an LLM in commercial and transaction law, and a PhD in Project Finance from the University of Groningen.

Venue

Singapore

4-5 Star Hotel in Singapore

All of our courses are held in 4 – 5 star hotels, chosen for their location, facilities and level of service. You can be assured of a comfortable, convenient learning environment throughout the duration of the course.

Due to the variation in delegate numbers, we will send confirmation of the venue to you approximately 2 weeks before the start of the course. Course fees include training facilities, documentation, lunches and refreshments for the duration of the programme. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.

London

Central London Hotel Venue

All courses are held at four or five star venues in Central London, Zone 1. We strive to provide you with a training environment of the highest quality, to ensure that the whole learning experience exceeds your expectations.

Your training venue will be confirmed by one of our course administrators approximately 3-4 weeks before the course start date.

Related Courses

Inhouse


 

Do you have five or more people interested in attending this course? Do you want to tailor it to meet your company's exact requirements? If you'd like to do either of these, we can bring this course to your company's office. You could even save up to 50% on the cost of sending delegates to a public course.

To find out more about running this course in-house:





Our Tailored Learning Offering

If you want to run this course at a location convenient to you or if you want a completely customised learning solution, we can help.

We produce learning solutions that are completely unique to your business. We'll guide you through the whole process, from the initial consultancy to evaluating the success of the full learning experience. Our learning specialists ensure you get the maximum return on your training investment.

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We can offer any of our public courses delivered at your office or we can devise completely tailored solutions:


Read more about our offering or complete a call back request to speak to a learning specialist.

 

Agenda

Agendas are localised, please select your preferred location.

Module 1: PPP Contract Negotiation & Strategy 
 
Day 1

Introduction

Opening remarks

This is to brief the participants on the overall objectives of the programme. An overview of the course will be provided and the ‘rules of engagement’ will be set out.

Planning the process of introducing private participation

Objective: This session will look at the issues governments should consider when looking at involving the private sector, including:

  • Documenting particular problems or challenges being faced by the sector and diagnosing the underlying cases of the problems
  • Determine whether private participation can address the problems

The session starts with a section analysing key issues related to provision of services including:

  • Key areas of responsibility and how can they be defined?
  • Key risks related to these responsibilities, and how can they be defined?
  • We look at ways of determining the best allocation of responsibilities and risks between the operator and the contracting authority
  • The implication of involving different stakeholders in the process of consultation and implementation of the PPP

Risk allocation and contract design

Objective: This session will cover the important task of establishing an efficient allocation of project risks between the public and private sector parties. This risk allocation subsequently forms the basis for many elements of main contractual documents that will provide the legal and commercial basis for a successful PPP. Aspects covered will include:

  • Overview of key risks in a PPP project
  • The principle of value for money in relation to risk allocation
  • The importance of ‘bankability’ and the need for contractual security
  • Key contractual clauses

Case study and worked example of risk assessment

Objective: This session will look at applying some of the basic concepts of risk allocation by describing a real case study (likely in roads, water or energy), and splitting the group into different roles of sponsor, lender and grantor. The project will be assessed against same risk factors, eg land acquisition, rights of way, political and expropriation risk etc. Each team will present its risk assessment against a pre-defined risk matrix. At the end of the session the following learning outcomes are expected:

  • Differentiation of risk given different perspectives
  • Estimating probability of risk
  • Value judgment of risk and implication of risk
  • Quantification vs ‘emotion’ of risk

Concluding remarks

Preparing and managing the bidding process

Objective: This session will cover the key tasks required in preparing a PPP project for tendering and then managing the subsequent bidding process. Topics will include:

  • The importance of market sounding
  • Engaging with advisors (legal, financial and technical)
  • Preparing key documents (e.g. the RFQ, RFP)
  • Bidding and negotiation procedures
  • The Preferred Bidder Stage
  • Financial and contract close and the swap process

Summary and learning issues

Objective: Every day will conclude with a wrap up of core principles of each one of the sessions, drawing out each of the learning outcome for each session. This wil be done in the form or a real case study eg. Tanzania Water Dar es Salaam failed lease contract (contract was terminated early due to ineffectual risk allocation between parties), or other appropriate case study.

Day 2

Principles for debt financing and the interest of the private sector

Objective: This session will cover important issues related to project financing to be addressed before and during the procurement of PPP projects.

  • How are PPP projects financed?
  • What are the main constraints of project financing?
  • How a project’s financing is structured over time?
  • What are the main difference between typical construction financing and PPP financing?
  • What are the main typical financial risks involved for investors in PPP projects and how are these typically managed?
  • How can investors and lenders expectation be usefully managed throughout a PPP procurement process?

Managing the preparation of the contractual documentation

Objective: This session will outline the process of preparing the suite of contractual documents that are required for a successful PPP project. The session will interact with participants by doing a quick survey of the different experiences amongst the students, by asking each to outline their experience to date in preparing contractual documents and any issues/problems they currently face. The course leader / teacher will then present an overview of the process and share best-practice. This will be followed by an interactive Q&A session.

Managing prequalfication and bidding process

Objective: This session will cover the procurement of PPP projects, focusing more specifically on the selection of proposals/bidders. The session will also solicit experiences from the audience. In addition the session will show different PQ and bidding specifications in different sectors.

Fiscal impact of PPPs, risk management framework, management of contingent liabilities

Objective: This session will look at the issues that arise in terms of obligations from government and the public sector in PPPs. Some of these obligations are direct (ie explicit) yet others are contingent. Despite being contingent, these should be adequately understood and provided for. The session will therefore look at:

  • Mechanisms to distinguish between direct and indirect liabilities
  • Liability treatment depending on national legislation and accounting treatment (Eg EU Eurostat approach etc)
  • Mechanisms to deal with contingent liability, valuation and probabilistic scenario testing
  • Some of these principles will be illustrated by recent examples (eg toll roads in Spain and Portugal) where some of these issues led to catastrophic failure of high profile road PPPs.

Wrap up and conclusions

  • Course review questionnaire to assess course
  • Distribution of reading material
  • Overall Q&A

Module 2: Structuring & Managing PPP Legal Agreements

Day 1

Introduction

Opening remarks

This is to brief the participants on the overall objectives of the programme. An overview of the course will be provided and the ‘rules of engagement’ will be set out.  

Planning the process of introducing private participation

Objective: This session will look at the issues governments should consider when looking at involving the private sector, including:

  • Documenting particular problems or challenges being faced by the sector and diagnosing the underlying cases of the problems
  • Determine whether private participation can address the problems

The session starts with a  section analysing key issues related to provision of services including:

  • Key areas of responsibility and how can they be defined?
  • Key risks related to these responsibilities, and how can they be defined?
  • We look at ways of determining the best allocation of responsibilities and risks between the operator and the contracting authority
  • The implication of involving different stakeholders in the process of consultation and implementation of the PPP


Risk allocation and contract design

Objective:  This session will cover the important task of establishing an efficient allocation of project risks between the public and private sector parties. This risk allocation subsequently forms the basis for many elements of main contractual documents that will provide the legal and commercial basis for a successful PPP. Aspects covered will include:

  • Overview of key risks in a PPP project
  • The principle of value for money in relation to risk allocation
  • The importance of ‘bankability’ and the need for contractual security
  • Key contractual clauses

Case study and worked example of risk assessment

Objective:  This session will look at applying some of the basic concepts of risk allocation by describing a real case study (likely in roads, water or energy), and splitting the group into different roles of sponsor, lender and grantor. The project will be assessed against same risk factors, eg land acquisition, rights of way, political and expropriation risk etc.  Each team will present its risk assessment against a pre-defined risk matrix. At the end of the session the following learning outcomes are expected:

  • Differentiation of risk given different perspectives
  • Estimating probability of risk
  • Value judgment of risk and implication of risk
  • Quantification vs ‘emotion’ of risk

Concluding remarks

 

Preparing and managing the bidding process

Objective:  This session will cover the key tasks required in preparing a PPP project for tendering and then managing the subsequent bidding process. Topics will include:

  • The importance of market sounding
  • Engaging with advisors (legal, financial and technical)
  • Preparing key documents (e.g. the RFQ, RFP)
  • Bidding and negotiation procedures
  • The Preferred Bidder Stage
  • Financial and contract close and the swap process


Summary and learning issues


Objective: Every day will conclude with a wrap up of core principles of each one of the sessions, drawing out each of the learning outcome for each session. This wil be done in the form or a real case study eg. Tanzania Water Dar es Salaam failed lease contract (contract was terminated early due to ineffectual risk allocation between parties), or other appropriate case study.


Day 2

Principles for debt financing and the interest of the private sector


Objective: This session will cover important issues related to project financing to be addressed before and during the procurement of PPP projects.

  • How are PPP projects financed?
  • What are the main constraints of project financing?
  • How a project’s financing is structured over time?
  • What are the main difference between typical construction financing and PPP financing?
  • What are the main typical financial risks involved for investors in PPP projects and how are these typically managed?
  • How can investors and lenders expectation be usefully managed throughout a PPP procurement process?

 

Managing the preparation of the contractual documentation

Objective: This session will outline the process of preparing the suite of contractual documents that are required for a successful PPP project. The session will interact with participants by doing a quick survey of the different experiences amongst the students, by asking each to outline their experience to date in preparing contractual documents and any issues/problems they currently face. The course leader / teacher will then present an overview of the process and share best-practice. This will be followed by an interactive Q&A session.

 

Managing prequalfication and bidding process

Objective: This session will cover the procurement of PPP projects, focusing more specifically on the selection of proposals/bidders. The session will also solicit experiences from the audience. In addition the session will show different PQ and bidding specifications in different sectors.

 

Fiscal impact of PPPs, risk management framework, management of contingent liabilities


Objective: This session will look at the issues that arise in terms of obligations from government and the public sector in PPPs. Some of these obligations are direct (ie explicit) yet others are contingent. Despite being contingent, these should be adequately understood and provided for. The session will therefore look at:

  • Mechanisms to distinguish between direct and indirect liabilities
  • Liability treatment depending on national legislation and accounting treatment (Eg EU Eurostat approach etc)
  • Mechanisms to deal with contingent liability, valuation and probabilistic scenario testing
  • Some of these principles will be illustrated by recent examples (eg toll roads in Spain and Portugal) where some of these issues led to catastrophic failure of high profile road PPPs.


Wrap up and conclusions

  • Course review questionnaire to assess course
  • Distribution of reading material
  • Overall Q&A

Course summary and close

 

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