Project finance by its very nature requires a special blend of diverse legal skills. In order to offer clients the optimum staffing for such transactions, Bryan Cave utilizes the experience of our banking and finance lawyers in tandem with the knowledge of our lawyers practicing in areas such as construction, joint ventures, corporations, environment, oil and gas, power and utilities, tax, regulatory, and infrastructure development. The exact staffing blend for project financing depends on the nature of the project and the specific needs of the client.
Bryan Cave’s project finance representation involves various industries, spans the globe, and includes many transactions undertaken in the context of public-private partnership (e.g. PFIs and PPPs). Examples of the industry sectors in which we have executed projects transactions include: Oil & Gas, Power, Water/Wastewater, Transportation/Airport Infrastructure, Infrastructure, among others.
As an international firm we have strong capabilities in connection with project financings and related transactions in the United States and across the globe. Due to our worldwide network of offices we are well equipped to act on project financings and related matters in other locations, and to address the inherently multi-jurisdictional nature and geographic diversity of such transactions. In particular, the international network enables us to draw on experienced personnel with project finance, projects, PPP and PFI experience located in key global centers (including London, Germany and Singapore) who have executed such transactions in various European, Middle Eastern, Far Eastern (e.g. India, China, Singapore, Thailand, Hong Kong, Taiwan) and Australian jurisdictions.
However, whatever the role of the client in a project financing and whatever the nature of the project financing, Bryan Cave believes that the key to success is a thorough and comprehensive assessment and clear allocation of risk amongst the parties – this is something that we strive to achieve with clarity. Moreover, we understand that the potentially protracted nature of such transactions and the potentially large number of stakeholders in such transactions can present their own logistical and other difficulties. In order to surmount these and ensure that the client is provided with timely information and advice our lawyers work closely with the various other professional advisers on the project with the aim of providing a smooth and efficient closure to the transaction.
Examples of project financing transactions
Examples of project financing transactions executed by our lawyers (including with respect to PFI/PPP transactions) include the following:
- Represented a consortium in their acquisition and $123.4 million financing of 5 electric generating facilities in California. The transaction was awarded "North American Portfolio Financing Deal of the Year 2006" by Project Finance Magazine.
- A $4.85 billion acquisition and financing of a 2000MW lignite-fired power plant and coal mine from the Victorian Government, Australia.
- Development and financing of a 250 MW lignite-fired power plant in Tamil Nadu, India.
- Acquisition of an interest in, development and financing of a 235MW gas-fired power plant in Andhra Pradesh, India.
- Acquisition of an interest in, development and financing of a 200MW diesel-fired power plant in Tamil Nadu, India.
- Successful bid, development and financing of a 750MW and 50MIGD power and desalination greenfield project in United Arab Emirates.
- A $400 million acquisition of interests in the 1380 km Goldfields Gas Pipeline, Western Australia, and A$313 million re-financing for the transaction.
- Advised a joint venture between a Saudi Arabian Ministry and a European oil company in connection with all joint venture arrangements, including a $170 million eurocurrency term loan facility in the construction and management of a $1.7 billion oil refinery in Saudi Arabia.
- Acted for The State of New York in its $800 million acquisition and development of the Farley Post Office Building into the new Penn Station, to be known as the “Daniel Patrick Moynihan Station,” including the negotiation of long-term lease agreements with the United States Postal Service and Amtrak, the condominiumization of the project, and the structuring of the financing for the project. The new Penn Station is projected to become the busiest intermodal passenger terminal in the United States.
- Assisted a joint venture of a Saudi Arabian entity and a U.S. oil company in the negotiation, documentation, and administration of various contracts and subcontracts, including a $270 million Eurocurrency-type term loan facility, in connection with the construction and operation of a $2.7 billion petrochemical complex.
- Advised on the finance and project documentation for the first South African PFI prison project.
- Served as counsel to a Fortune 50 corporation with respect to its joint venture with a Japanese corporation to finance, construct and operate a $1.7 billion power plant in Turkey, using the "build-operate-transfer" model of project finance, including negotiation with the Turkish government for the sale of electricity.
- Represented clients involved in the £100 million PFI waste water plant project in Scotland.
- Advised a major European oil company on the project financing of its participation in a gas field offshore Thailand. This involved Thai, French and English security issues.
- Represented clients involved in the structuring of a multi-million dollar term loan facility in relation to the construction of coal power stations in India.
- Provided financing advice concerning power project in Oman.
- Advised a major European corporate on the project financing of its capacity reservation arrangements in relation to a gas pipeline in the North Sea, including complex arrangements between the joint venture partners as to responsibility and enforcement of security.
- Represented the sponsor in a project financing to build several sports and entertainment arenas in the U.S. and Europe.
- Advised and represented the lender regarding the financing structure and arrangements for a co-generation plant in California.
- Represented a partnership in obtaining tax-exempt debt and secured construction and term credit facility aggregating $170 million to finance construction and development of a 20,000-seat, 664,000 square foot sports arena and concert complex in St. Louis, Missouri.
- Acted for the institutional lender on a UK PFI wastewater facility, including advising on project documents and financing documents.
- Advised large European railroad operator on the financing of railway infrastructure in Germany.
- Advised international group of banks (based in Australia, England, Scotland, Mexico, Portugal and Taiwan) on financing of German and international projects (e.g. in Mexico and Iran).
- Represented the lender to a joint venture for an oil and gas development project in Colombia.
Examples of projects transactions
Enhancing and supporting our capability in relation to the financing aspects of projects transactions, Bryan Cave offers a broad range of capability in relation to the non-financing elements of projects transactions (e.g. commercial contracts, construction matters, tax issues, environmental, matters, regulatory matters). The following examples highlight our lawyers’ breadth and depth of experience in relation to such matters:
Oil & Gas
- Acted for government owned entity in negotiating documentation for joint Omani Indian Urea Extraction Facility in Oman.
- Represented clients involved in the $1.4 billion Caspian Pipeline Consortium.
- Drafted/negotiated gas sales agreements for the sale of gas to British Gas.
- Drafted/negotiated contracts for development of Frigg Gas Field in the North Sea.
- Experience in both North America and South America structuring, acquiring, and/or selling oil and gas deals related to exploration, including representing investors purchasing an interest in the entity.
- Handled tax-related work for companies with oil and gas operations.
- Represented the sponsor of an oil pipeline built from Kern County, CA through downtown Los Angeles to the oil refineries, including negotiating and drafting throughput agreements, the operating agreement and joint venture agreement among four of the major oil companies and our private client; as well as the project financing for the build out.
- Advised bidder for NRG’s Asian and Australian assets including the successful acquisition of the 335MW Kondapalli power plant in Andhra Pradesh, India.
- Advised the advisors to the Pakistan Government in the re-structure and privatisation of the Karachi Electricity Supply Corporation, a fully integrated utility.
- Advised the principal advisor to the Singapore Government in the re-structure of the Singapore electricity industry.
- Advised a Singapore electricity retailer on licensing requirements and hedging arrangements including contracts for differences.
- Acquisition of a 50% interest in National Power Supply Co. Ltd, a 300MW coal and bio-mass-fired power plant in Thailand.
- Acquisition of a 100MW diesel-fired power plant in the Philippines.
- Bid for an interest in 335MW Kondapalli power plant in Andhra Pradesh, India.
- Bid for Alcoa’s 250MW captive power plant in Western Australia.
- Bid for a 400MW coal-fired power plant in Liaoning, China.
- Development of a 30MW coal-fired power plant in Ningbo, China.
- Development of a 600MW power plant in Indonesia.
- Development of TIDCO power plant and LNG terminal in Tamil Nadu, India.
- Represented clients involved in Hong Kong’s Black Point Power Station, Lamma Island Power Station and a proposed new power station at Chek Lap Kok.
- Represented clients involved in the Ta Lin Co Generation Plant in Taiwan.
- Represented a US utility in the development of a gas fired, barge mounted power plant to be deployed near Bangalore, India.
- Represented Bayimina power station in Ankara, Turkey.
- Represented an FERC-jurisdictional unincorporated association of generation, transmission, distribution and municipal electricity companies as antitrust counsel, including designing and implementing the competitive wholesale electricity markets in a six state region.
- Represented SMUD as sponsor in the development of twin gas-fired, electric generating plants on the site of the decommissioned Rancho Seco Nuclear Power Plant.
Water and Wastewater
- Advised the Singapore Public Utilities Board on Singapore’s first and second BOO NEWater projects.
- Advised bidder for Singapore’s first seawater desalination green-field project.
- Advised bidder for the Shuweihat S1 project, a 1500MW and 100 MIGD power and desalination greenfield project in United Arab Emirates.
- Advised bidder for the Ras Laffan project, a 750MW and 40MIGD power and desalination greenfield project in Qatar.
- Retained by the Metropolitan St. Louis Sewer District in connection with the construction of two major waste water treatment plants, totaling more than $700 million.
Transportation and Airport Infrastructure
- Represented investor in the $450 million+ BOT contract for the rehabilitation and management of the Queen Alia International Airport in Jordan.
- Represented clients involved in the Hong Kong Mass Transit Railway Corporation’s Modified Initial System Contract 109, immersed tube between Tsimshatsui and Kowloon, MIS Contract 106 - Central and Admiralty Stations, MIS Contract - Kowloon Bay Depot and proposed construction of extension to underground rail system, the new airport railway and an immersed tube crossing for such rail system.
- Represented clients involved in the Hong Kong Government Public Works’ Tsing Ma Bridge, Kap Shui Mun Bridge, Rambler Channel Bridge, Aberdeen Tunnel, Tuen Mun Highway, Tolo Highway, Route 5 Expressway, T6 Expressway, T7 Expressway, North Lantau Expressway, West Kowloon Expressway, Kwai Chung Viaduct and San Shan Interchange.
- Represented clients involved in the Asian Kowloon Canton Railway Corporation – Construction of Beacon Hill Tunnel, Singapore Mass Transit Railway Development and Taiwan high speed rail link construction.
- Advised the Singapore Environmental Ministry in relation to Singapore’s first BOO incineration project, and in relation to a proposed district pneumatic refuse conveyance system BOO project.
- Development of a natural gas pipeline in Sulawesi, Indonesia.
- Development of the Changi and Biopolis District Cooling projects for First DCS, Singapore.
- Represent bidder in connection with the BOT contract for the rehabilitation of the Fujarah petroleum refinery.
- Developed three-party joint ventures for two aluminum reduction facilities, one in the Pacific Northwest and the second on the East Coast, including joint venture agreements and related financing package (take or pay), lease and management agreements.
Public Private Partnerships
- Advised the Singapore Defence Ministry on its second defence PPP in relation to aircraft training supply and training programme.
- Advised a bidder on the USD1 billion Singapore Sports & Leisure Infrastructure PPP, which includes the development of a sports stadium, water, other sports and recreational facilities.
- Advised the Singapore Defence Ministry on Singapore’s first defence PPP in relation to training aircraft and training programme.
If you would like more information about Bryan Cave’s Project Finance Team, please call one of the group leaders, Ignatius Hwang
in our Singapore and Shanghai offices (0065 6403 6383) or Martha Collins Rolle
in our London or New York offices (0044 0 203 207 1285 or 001 212 541 2000).