Legal Aspects of Project Finance

• Fully understand project finance from a legal perspective and how to apply that theory in practice
• Improve your knowledge of project finance documentation and how to approach the drafting and negotiation of the same.
• Improve understanding and approach to legal due diligence and risk allocation according to the law of project finance transactions.
• Optimising the role of external counsel on project finance transactions, including practical tips for appointing legal counsel.

Project Documentation and Bankability

This session deals with the Lender/Sponsor risk/reward relationship about the Project. We will analyse the Lenders' approach and explore key risks and how they are assessed/mitigated.

• Identifying, allocating and mitigating risks
• Lender due diligence: what lenders are looking for
• Major offtake structures - key risk features
• Risk allocation
• Force Majeure
• Change of law 

Construction Phase Risk

We will look in more detail at construction phase risk and examine the main legal issues and how they are typically dealt with in practice

• Design and employer risk
• Completion, delay and claims for time and money
• Defects
• Payment
• Termination
• Bonding
• Delay
• Liquidated damages (delay and performance)
• Completion support
• Collateral warranties 

Finance Documents

This session will look at each of these financial documents in detail, identifying key negotiation and drafting points, as well as the interaction with the risk issues dealt with above.

• Loan agreement
• Accounts agreement
• Intercreditor agreements
• Direct agreements 

Project Cash Flows, Cover Ratios and Control Accounts

This session drills down to the key financial and account provisions in the loan documentation and examines the Lenders typical approach to these points and the critical points for sponsors to be aware of.

• Calculation date and calculation period
• Loan life cover ratio
• Debt service cover ratio
• Onshore and offshore accounts
• Reserve accounts
• Permitted investments
• Compensation proceeds
• Cash sweeps
• Distributions 

Insurance and Project Finance

This session covers the various legal issues impacting insurance coverage for the international project finance lenders in the market.

• Insurable risks
• non-insurable risks
• Construction and operational phase insurance
• Asset, revenue and liability insurance
• Lender insurance schedule
• Lender clauses
• Non-vitiation, loss payee
• Reinsurance 

Security

This session examines the typical approach to security and enforcement options for Lenders under English law.

• Scope of English law security
• Preferential creditors
• Security documentation
• Enforcement remedies 

Case Study (1)

• Participants review a term sheet presented by a Bank, which is bidding to act as Mandated Lead Arranger for the Project's financing.

• The delegates are requested to mark up the term sheet from the perspective of the Borrower, in preparation for a discussion with the Bank.

• Term sheet discussion with Arranging Bank.

Case Study (2) - subject to available time

• Participants review a draft PPA presented by a Government offtake

• Delegates are requested to submit a list of due diligence points acting as Lenders' counsel on the Project

• Group discussion of points raised with a view to agreeing on a list of critical Lender due diligence issues.

The project finance law course trainer has more than 20 years of experience working in the international project finance market as a partner in two leading international law firms. His experience covers both project and financing documentation, advising all parties to a project, including Government entities, private sponsors, contractors and public and commercial lenders.

He has been consistently recognized as a leader in his field by legal directories, including Chambers Global, PLC, Which Lawyer and Legal Experts. He has hands-on deal experience across a broad spectrum of the energy and infrastructure space, including Power (Renewables, Nuclear, Fossil Fuels,) Oil & Gas, Transport (Ports, Road, Rail), Health and Accommodation projects law.

The trainer was head of Baker McKenzie's Global Project Finance practice group for 7 years and was managing partner of Allen & Overy's Moscow office. He has also been based in New York and Brussels. He has been lead adviser and closed major projects in the Middle East, Turkey, Jordan, Egypt, Russia and CIS, Caribbean, Latin America, UK and Africa.

His particular focus has been the financing of international energy and infrastructure projects in developing markets, where he has worked with ECAs and MLAs, including JBIC, KEXIM, USEXIM and EBRD. He recently edited "Power Shift: The Rise of Export Credit and Development Finance in Major Projects".

The trainer is a regular speaker on project finance topics both internally within his law firm and externally at conferences and has also delivered numerous training sessions with major corporate and banking clients. He has also spoken at various conferences covering the African project finance market and can speak English, French and German.