Mastering Project Finance Documentation

Developed in response to demands from project finance professionals around the world for a project finance training course that addresses the need for increased understanding of the documentation side of project finance deals. The course aims to equip project financiers with a much better grasp of the legal structures and issues behind project finance transactions.

Course Highlights

Over three highly practical days you will benefit from in-depth training in:

The contentious issues for sponsors, lenders and other counterparties
Construction contracts (fixed-price turnkey, cost-plus and others)
Feedstock and fuel supply agreements
Offtake / Sale agreements – "take-orpays" and marketing agreements
Operating and maintenance contracts
Insurance agreements
Key security documentation

For details of the course trainer, please download the course brochure

Booking Information

Dates	Prices	Book This Course	Discount
10 - 12 Nov 2010	£ 2399		-
23 - 25 May 2011	£ 2399		-

Course Programme

The programme for this course has been developed with in-depth support and advice from legal counsel with wide experience across the whole spectrum of project financing practice. The training therefore rests on a sound foundation of legal knowledge. The delivery of the training has however been designed very much with ease of assimilation in mind, as well as a focus on materiality and the practical needs of lenders, borrowers and other counterparties.

Rather than using a "page-turning" approach, the course makes extensive use of diagrams and mind-maps so as to:

facilitate the recognition of key issues;
identify the inter-relations between the parts of a particular document;
make clear the links to other documents within a given financing structure.

As well as supporting the training course, the diagrams will also act as a useful and condensed source of future reference for participants.

Financing Documentation

The documentation process

Keeping it tight and focused
The interface with legal counsel

Different approaches to the term sheet – "back of a menu" or practically a loan document?
A term-sheet checklist for Lenders – designing the term-sheet for economy while covering the key commercial issues
Borrower/Sponsor needs and "hot-buttons"

Accessing the Loan Facility
Structuring the equity injection to optimise IRR
Accessing return during the operating phase:

The "Cash flow Waterfall"
Control Accounts – Debt Service Reserve & Maintenance Reserve Accounts
Distribution Lock-Ups
Target Repayment Schedules & Cash Sweeps

Factors impacting operating / financial flexibility

Reps & Warranties
Covenants/Undertakings

Events of Default

Security Documentation

Lender security-taking objectives

Maintaining priority/defeating the "pari passu" principle
Maintaining value
Limiting dealings
Negotiating strength
Enforcement/disposal

Key security instruments

Guarantees & Indemnities
Bank Guarantees & Performance Bonds
Pledges
Mortgages & Charges
Assignments
Security over Shares
Credit Balances
Direct Agreements

Project Documentation

Construction contracts

Contract types – cost-plus, fixed-price turnkey, construction consortia
Bankability issues
Fixed-price turnkey contracts in theory and in practice
Liquidated Damages
Contract Bonding
Force Majeure & relief provisions

Operation & maintenance agreements

O&M options – SPV-operated vs. third-party operators
Bankability factors
Operator obligations and liabilities
Mobilisation arrangements
Incentive/Penalty provisions

Supply/Offtake agreements

Provisions of Send-or-Pay/Take-or-Pay contracts
Gas sales agreements

Contract Quantities – ACQs, DCQs
Nature of take-or-pay obligations
Delivery rates
Gas quality
Pricing methodologies

Power sales agreements

PPAs including capacity and energy charges
Tolling Agreements

Insurance Agreements

Construction phase insurances

Contractor's all risks
Marine cargo
Delay in Start-Up

Operating phase insurances

All risks
Business interruption

The "Banker's Clauses" – relevance for the borrower and lender
Sabotage & Terrorism insurance
Political Risk insurance

Concession Agreements

Types of concession contract
Requirements for bankability
Availability & performance charges
Development of PPP/PFI agreements
Force Majeure
Relief clauses
Termination clauses
Compensation

Case Studies

Day 1 culminates in a mock negotiation case study around a detailed financing term-sheet with participants taking the roles of lenders or sponsors/borrowers.

During Days 2 and 3 regular short case studies will be used – on an individual and group-work basis – to reinforce learning during the "taught" sessions.