Securing appropriate financing is the lifeblood of any Public-Private Partnership (PPP), and a thorough understanding of the Legal Aspects of Financing PPP Projects is absolutely critical to ensuring projects are bankable, commercially viable, and legally sound from inception through to financial close and beyond. PPPs often rely on complex project finance structures, involving multiple debt and equity providers, intricate security packages, and detailed inter-creditor arrangements, all governed by a web of national and international laws. This comprehensive training course is meticulously designed to equip legal professionals, financial advisors, government officials, and private sector developers with the advanced knowledge and practical skills required to navigate the intricate legal frameworks that underpin PPP project finance, ensuring compliance, managing legal risks, and successfully achieving financial closure for complex infrastructure and public service projects. Without a clear grasp of the Legal Aspects of Financing PPP Projects, parties risk delays, increased costs, and even project collapse due to legal challenges or an inability to attract necessary funding, underscoring the vital need for specialized expertise in this critical domain.

Duration: 10 Days

Target Audience

• Legal Professionals (Project Finance Lawyers, In-house Counsel for Sponsors/Lenders)
• Financial Advisors and Modellers involved in PPPs
• Public Sector Officials from PPP Units and Ministries of Finance
• Private Sector Project Developers and Sponsors
• Commercial and Investment Bankers
• Multilateral Development Banks (MDBs) and Development Finance Institutions (DFIs) Staff
• Debt Providers and Equity Investors
• Consultants specializing in PPP project finance
• Regulators of infrastructure and financial sectors
• Anyone involved in the structuring, negotiation, and closing of PPP financing

Objectives

• Understand the fundamental legal structures of project finance in PPPs.
• Learn about the roles and relationships of key financial stakeholders from a legal perspective.
• Acquire skills in analyzing debt and equity financing documents in PPPs.
• Comprehend techniques for structuring robust security packages for lenders.
• Explore strategies for drafting and negotiating lenders' direct agreements and inter-creditor arrangements.
• Understand the importance of legal due diligence in PPP project financing.
• Gain insights into government support and guarantees and their legal implications.
• Develop a practical understanding of managing legal risks associated with financing.
• Master legal aspects of debt restructuring and workout scenarios.
• Acquire skills in navigating cross-border financing issues and foreign exchange regulations.
• Learn to apply international best practices in PPP financing documentation.
• Comprehend techniques for ensuring bankability and financial close.
• Explore strategies for addressing tax, accounting, and regulatory compliance in financing.
• Understand the importance of ESG (Environmental, Social, Governance) considerations in finance.
• Develop the ability to contribute to legally sound and bankable PPP financial structures.

Course Content

Module 1: Introduction to PPP Project Finance

• Definition and characteristics of project finance for PPPs.
• Key players in a project finance structure (sponsors, lenders, public authority, contractors).
• Limited recourse vs. non-recourse financing.
• Legal separation of the Special Purpose Vehicle (SPV).
• Overview of typical project finance documentation in a PPP.

Module 2: Sources of Finance and Financial Instruments

• Legal aspects of various debt instruments (senior debt, subordinated debt, mezzanine).
• Equity contributions and shareholder agreements.
• Role of Export Credit Agencies (ECAs) and Multilateral Development Banks (MDBs).
• Legal framework for bond financing in PPPs.
• Blended finance structures and their legal considerations.

Module 3: The Project Loan Agreement

• Key provisions of a typical PPP project loan agreement.
• Conditions precedent to financial close and drawdowns.
• Representations, warranties, and covenants (financial and non-financial).
• Events of default and remedies for lenders.
• Legal implications of drawdown mechanics and repayment schedules.

Module 4: Security Package for Lenders

• Legal principles of security interests in project finance.
• Types of security: pledges over shares, assignments of contracts and revenues, charges over assets.
• Perfection of security interests in different jurisdictions.
• Interplay between security documents and the concession agreement.
• Enforcement of security in default scenarios.

Module 5: Lenders' Direct Agreements and Step-in Rights

• Purpose and legal basis of direct agreements (Consent to Assignment, Tripartite Agreements).
• Key provisions: step-in rights, cure periods, substitution rights.
• Public authority's obligations to lenders.
• Legal implications for the public authority's ability to terminate.
• Balancing public interest with lenders' protection.

Module 6: Inter-Creditor Agreements

• Legal necessity and purpose of inter-creditor agreements.
• Priority of payments and subordination of debt.
• Voting rights and decision-making among different classes of lenders.
• Common terms: standstill, information sharing.
• Enforcement mechanisms within the inter-creditor framework.

Module 7: Legal Due Diligence in Financing

• Scope and purpose of legal due diligence for project finance.
• Review of project contracts (concession, construction, O&M, supply).
• Assessment of legal and regulatory framework (permits, licenses).
• Corporate due diligence on the project company and sponsors.
• Identifying legal risks and proposing mitigation strategies.

Module 8: Government Support and Guarantees

• Legal forms of government support (e.g., direct subsidies, viability gap funding).
• Types of government guarantees (e.g., minimum revenue guarantees, foreign exchange convertibility).
• Legal enforceability of government guarantees.
• Fiscal implications and accounting treatment of contingent liabilities.
• Designing legally sound guarantee mechanisms.

Module 9: Managing Legal and Regulatory Risks in Financing

• Legal risks arising from changes in law or regulation.
• Political risk insurance and its legal aspects.
• Managing currency convertibility and transfer risks.
• Legal framework for dispute resolution affecting finance.
• Mitigation strategies for various legal risks impacting bankability.

Module 10: Taxation and Accounting Aspects

• Legal implications of tax structures on project finance.
• Withholding taxes, VAT, corporate income tax relevant to PPPs.
• Accounting standards for PPPs (IFRS, IPSAS) and their legal basis.
• Legal aspects of tax incentives and exemptions.
• Tax structuring for cross-border investments.

Module 11: Debt Restructuring and Workout Scenarios

• Legal triggers for debt restructuring in distressed PPPs.
• Role of standstill agreements and waiver letters.
• Legal implications of insolvency and bankruptcy procedures.
• Creditor rights and enforcement in a workout.
• Lessons learned from PPP project failures and restructurings.

Module 12: Cross-Border Financing and International Regulations

• Legal challenges of financing projects in different jurisdictions.
• Foreign exchange control regulations and their impact.
• Applicable international laws and conventions.
• Legal aspects of capital markets regulations for bond issuance.
• Sanctions and anti-money laundering (AML) compliance.

Module 13: ESG and Sustainable Finance Legal Aspects

• Integration of Environmental, Social, and Governance (ESG) principles into financing.
• Legal requirements for green bonds and sustainability-linked loans.
• Social impact clauses in financing agreements.
• Due diligence on environmental and social compliance.
• Legal implications of climate change risks on long-term assets.

Module 14: Legal Aspects of Financial Close

• Conditions precedent to financial close: legal opinions, consents, approvals.
• Legal documentation checklist for financial close.
• Managing closing conditions and potential delays.
• Post-financial close legal obligations.
• The legal certainty achieved at financial close.

Module 15: Case Studies in PPP Project Financing

• Analysis of legal and financial structures of landmark PPPs in various sectors.
• Examination of legal issues encountered during financing and their resolution.
• Lessons learned from successful and challenging financial closures.
• Discussion of specific financing agreement clauses from real projects.
• Workshop: Structuring the legal aspects of financing for a hypothetical PPP project.

Training Approach

This course will be delivered by our skilled trainers who have vast knowledge and experience as expert professionals in the fields. The course is taught in English and through a mix of theory, practical activities, group discussion and case studies. Course manuals and additional training materials will be provided to the participants upon completion of the training.

Tailor-Made Course

This course can also be tailor-made to meet organization requirement. For further inquiries, please contact us on: Email: info@skillsforafrica.org, training@skillsforafrica.org Tel: +254 702 249 449

Training Venue

The training will be held at our Skills for Africa Training Institute Training Centre. We also offer training for a group at requested location all over the world. The course fee covers the course tuition, training materials, two break refreshments, and buffet lunch.

Visa application, travel expenses, airport transfers, dinners, accommodation, insurance, and other personal expenses are catered by the participant

Certification

Participants will be issued with Skills for Africa Training Institute certificate upon completion of this course.

Airport Pickup and Accommodation

Airport pickup and accommodation is arranged upon request. For booking contact our Training Coordinator through Email: info@skillsforafrica.org, training@skillsforafrica.org Tel: +254 702 249 449

Terms of Payment: Unless otherwise agreed between the two parties’ payment of the course fee should be done 7 working days before commencement of the training.