Transactional
Projects and public-private partnerships
We advise sponsors, contractors, investors and public-sector counterparties on the structuring, procurement and contracting of infrastructure and industrial projects.
Overview
Projects bring together long-term commitments, multiple counterparties and a careful allocation of risk between them. In projects, we advise on the structuring of projects, the procurement process, and the suite of agreements through which projects are built, operated and financed.
Public-private partnerships add a further dimension: the regulatory framework that governs public procurement and the long-term relationship between the public institution and the private party. We help private parties understand that framework, prepare for participation, and negotiate agreements that allocate risk in a way that is bankable and sustainable.
Our projects work is closely aligned with our banking and finance work and with our sector experience in energy, mining and infrastructure.
Services
What the work involves
Project structuring
We advise sponsors on the structure of project vehicles and the relationships among shareholders, contractors, operators and funders, with the aim of a structure that is robust, financeable and aligned with each party's role. We consider the requirements of funders and the regulatory framework from the outset, so that the structure need not be revisited at financial close.
Procurement and tender participation
We advise bidders on participation in public and private procurement processes, including the review of tender documents, the preparation of compliant submissions, consortium arrangements and the requirements of preferential procurement frameworks. We help bidders understand the evaluation criteria and the conditions that will attach to an award.
Public-private partnerships
We advise private parties on public-private partnership opportunities, the applicable regulatory framework and the negotiation of PPP agreements, including risk allocation, payment mechanisms, performance standards and termination provisions. We help private parties assess whether the risks allocated to them are manageable and priced appropriately.
Construction and EPC contracts
We review and negotiate engineering, procurement and construction contracts and other construction agreements, focusing on scope, price, time, performance guarantees, liability caps and the interface with other project agreements. We make sure the construction risk allocation is consistent with the project's other agreements and with funders' expectations.
Operation and maintenance agreements
We prepare and negotiate operation and maintenance agreements and long-term service contracts, including performance regimes, availability and the treatment of lifecycle costs. We align the operator's obligations with the project's revenue and finance commitments.
Consortium and teaming agreements
We draft consortium, teaming and joint bidding agreements that set out each member's role, contribution and liability, and what happens if the bid succeeds or fails. Clear arrangements among consortium members are essential to a credible bid and a stable project.
Offtake and supply arrangements
We advise on offtake, supply and input agreements that underpin project revenues and operations, aligning them with the project's financing requirements. Stable, well-documented offtake and supply arrangements are central to a project's bankability.
Who we work with
Project sponsors and developers; contractors and operators; investors and funders; consortium members bidding for public and private projects; and businesses supplying goods and services to projects.
How we work
Risk allocation
We focus on placing each risk with the party best able to manage it.
Bankability
Agreements are prepared with the requirements of funders in view.
Long horizon
Project agreements are drafted for relationships that may run for decades.
Common questions
Do you act for public institutions?
Our work is focused on private parties. Where we can assist a public institution, we discuss the scope and any conflicts at the outset.
Technically sound. Commercially minded.
Advice that begins with technical precision and extends to the commercial and strategic judgement that founders, owners and executives rely on.