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Roderick Mackenzie Solicitor Pinsent Masons

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Presentation on theme: "Roderick Mackenzie Solicitor Pinsent Masons"— Presentation transcript:

1 Roderick Mackenzie Solicitor Pinsent Masons
Public Private Partnerships Practical Instruments for Regional Development PPP projects in water management: Risks and solutions in the Eastern European context Roderick Mackenzie Solicitor Pinsent Masons Riga 21 September 2007

2 Quotes and Definitions

3 Quotes and Definitions
“A concession contract is never accepted it is tolerated”

4 Quotes and Definitions
“A concession contract is never accepted it is tolerated” Market Profile on Legal Services Global Water Intelligence – February 2005 (Page 19)

5 Quotes and Definitions
“A concession contract is never accepted it is tolerated” Market Profile on Legal Services Global Water Intelligence – February 2005 (Page 19) “There is an ongoing need for legal representation in the perpetual struggle with politicians who want to be seen to gain ground against concession operators rather than complying with the original contract conditions….

6 Quotes and Definitions
“A concession contract is never accepted it is tolerated” Market Profile on Legal Services Global Water Intelligence – February 2005 (Page 19) “There is an ongoing need for legal representation in the perpetual struggle with politicians who want to be seen to gain ground against concession operators rather than complying with the original contract conditions…. Indeed, given the need to build up a defence against this attitude, legal representatives are increasingly considered a “part of the team” on concessions, where previously they had been more distinct”

7 Quotes and Definitions
“A concession contract is never accepted it is tolerated” Market Profile on Legal Services Global Water Intelligence – February 2005 (Page 19) “There is an ongoing need for legal representation in the perpetual struggle with politicians who want to be seen to gain ground against concession operators rather than complying with the original contract conditions…. Indeed, given the need to build up a defence against this attitude, legal representatives are increasingly considered a “part of the team” on concessions, where previously they had been more distinct” PPP is the art of allocating risk for any given service provision to the party within a project team most suitably qualified to manage that risk

8

9 Public

10 Public Municipality

11 Public Municipality

12 Public Private Municipality

13 Public Private Municipality Municipal Owned Water Company

14 Public Private Municipality Municipal Owned Water Company

15 Public Private Municipality 100% share holder Municipal Owned Water Company

16 Public Private Municipality 100% share holder Municipal Owned Water Company

17 Public Private Municipality 100% share holder Municipal Owned Water Company

18 Public Private Municipality 100% share holder Municipal Owned Water Company The Consumer

19 Public Private Municipality 100% share holder Municipal Owned Water Company The Consumer (The man who votes for the mayor)

20 Public Private Municipality 100% share holder Bills Municipal Owned Water Company Pays The Consumer (The man who votes for the mayor) The Consumer

21 Public Private Municipality 100% share holder Tariff Control Bills Municipal Owned Water Company Pays The Consumer (The man who votes for the mayor) The Consumer

22 Public Private Municipality Bidder 100% share holder Tariff Control Bills Municipal Owned Water Company Pays The Consumer

23 Public Private Municipality Bidder 100% share holder Tariff Control Bills Bidder Municipal Owned Water Company Pays The Consumer

24 Public Private Municipality Bidder 100% share holder Tariff Control Bills Bidder Municipal Owned Water Company Pays The Successful Bidder The Consumer

25 Public Private Municipality 100% share holder Tariff Control Bills Municipal Owned Water Company Pays The Successful Bidder The Consumer

26 Public Private Municipality 100% share holder Tariff Control Bills Municipal Owned Water Company Pays The Project Co (SPV) The Consumer

27 Public Private Municipality 100% share holder Tariff Control Bills Municipal Owned Water Company Pays The Project Co (SPV) The Consumer

28 Public Private Municipality 100% share holder Tariff Control Bills Municipal Owned Water Company Pays The Project Co (SPV) The Project Agreement The Consumer

29 Public Private Municipality 100% share holder Tariff Control Bills Municipal Owned Water Company Sponsors Pays The Project Co (SPV) The Project Agreement The Consumer

30 Public Private Municipality 100% share holder Tariff Control Bills Municipal Owned Water Company Sponsors Pays The Project Co (SPV) The Project Agreement The Consumer

31 Public Private Municipality 100% share holder Tariff Control Bills Municipal Owned Water Company Sponsors Pays Equity The Project Co (SPV) The Project Agreement The Consumer

32 Public Private Municipality 100% share holder Tariff Control Bills Municipal Owned Water Company Sponsors Banks Pays Equity The Project Co (SPV) The Project Agreement The Consumer

33 Public Private Municipality 100% share holder Tariff Control Bills Municipal Owned Water Company Sponsors Banks Pays Equity The Project Co (SPV) The Project Agreement The Consumer

34 Public Private Municipality 100% share holder Tariff Control Bills Municipal Owned Water Company Sponsors Banks Pays Equity Debt The Project Co (SPV) The Project Agreement The Consumer

35 Public Private Municipality 100% share holder Tariff Control Bills Municipal Owned Water Company Sponsors Banks Pays Equity Debt The Project Co (SPV) The Project Agreement The Consumer

36 Public Private Municipality Direct Agreement 100% share holder Tariff Control Bills Municipal Owned Water Company Sponsors Banks Pays Equity Debt The Project Co (SPV) The Project Agreement The Consumer

37 Public Private Municipality Direct Agreement 100% share holder Tariff Control Bills Municipal Owned Water Company Sponsors Banks Pays Equity Debt The Project Co (SPV) The Project Agreement The Consumer Builder

38 Public Private Municipality Direct Agreement 100% share holder Tariff Control Bills Municipal Owned Water Company Sponsors Banks Pays Equity Debt The Project Co (SPV) The Project Agreement The Consumer Builder Operator

39 Public Private Municipality Direct Agreement 100% share holder Tariff Control Bills Municipal Owned Water Company Sponsors Banks Pays Equity Debt The Project Co (SPV) The Project Agreement The Consumer Builder Operator

40 Public Private Municipality Direct Agreement 100% share holder Tariff Control Bills Municipal Owned Water Company Sponsors Banks Pays Equity Debt The Project Co (SPV) The Project Agreement EPC Contract The Consumer Builder Operator

41 Public Private Municipality Direct Agreement 100% share holder Tariff Control Bills Municipal Owned Water Company Sponsors Banks Pays Equity Debt The Project Co (SPV) The Project Agreement EPC Contract O&M Contract The Consumer Builder Operator

42 Public Private Municipality Direct Agreement 100% share holder Tariff Control Bills Municipal Owned Water Company Sponsors Banks Pays Equity Debt The Project Co (SPV) The Project Agreement EPC Contract O&M Contract The Consumer Builder Operator

43 Public Private Municipality Direct Agreement 100% share holder Tariff Control Bills Municipal Owned Water Company Sponsors Banks Pays Equity Debt The Project Co (SPV) The Project Agreement EPC Contract O&M Contract The Consumer Interface Agreement Builder Operator

44 Public Private Municipality Direct Agreement 100% share holder Tariff Control Bills Municipal Owned Water Company Sponsors Banks Pays Equity Debt The Project Co (SPV) The Project Agreement EPC Contract O&M Contract The Consumer Interface Agreement Builder Operator

45 Public Private Municipality Direct Agreement 100% share holder Tariff Control Bills Municipal Owned Water Company Sponsors Banks Pays Equity Debt The Project Co (SPV) The Project Agreement EPC Contract O&M Contract The Consumer Interface Agreement Builder Operator Term – 25 years (for example)

46 Public Private Municipality Direct Agreement 100% share holder Tariff Control Bills Municipal Owned Water Company Sponsors Banks Pays Equity Debt The Project Co (SPV) The Project Agreement EPC Contract O&M Contract The Consumer Interface Agreement Builder Operator 2-3 yr build Term – 25 years (for example)

47 Public Private Municipality Direct Agreement 100% share holder Tariff Control Bills Municipal Owned Water Company Sponsors Banks Pays Equity Debt The Project Co (SPV) The Project Agreement EPC Contract O&M Contract The Consumer Interface Agreement Builder Operator 2-3 yr build 22-23 yr operation Term – 25 years (for example)

48 Public Private Municipality Direct Agreement 100% share holder Tariff Control Shareholders’ Agreement Bills Municipal Owned Water Company Sponsors Banks Pays Equity Debt The Project Co (SPV) The Project Agreement EPC Contract O&M Contract The Consumer Interface Agreement Builder Operator 2-3 yr build 22-23 yr operation Term – 25 years (for example)

49 Public Private Municipality Direct Agreement 100% share holder Tariff Control Shareholders’ Agreement Bills Municipal Owned Water Company Sponsors Banks Pays Equity Debt The Project Co (SPV) The Project Agreement EPC Contract O&M Contract The Consumer Interface Agreement Builder Operator 2-3 yr build 22-23 yr operation Term – 25 years (for example)

50 Public Private Municipality Direct Agreement Insurance 100% share holder Tariff Control Shareholders’ Agreement Bills Municipal Owned Water Company Sponsors Banks Pays Equity Debt The Project Co (SPV) The Project Agreement EPC Contract O&M Contract The Consumer Interface Agreement Builder Operator 2-3 yr build 22-23 yr operation Term – 25 years (for example)

51 Public Private Municipality Direct Agreement Insurance 100% share holder Tariff Control Shareholders’ Agreement Bills Municipal Owned Water Company Sponsors Banks Pays Equity Debt The Project Co (SPV) The Project Agreement EPC Contract O&M Contract The Consumer Interface Agreement Builder Operator 2-3 yr build 22-23 yr operation Term – 25 years (for example)

52 Public Private Municipality Direct Agreement Insurance Security Blanket 100% share holder Tariff Control Shareholders’ Agreement Bills Municipal Owned Water Company Sponsors Banks Pays Equity Debt The Project Co (SPV) The Project Agreement EPC Contract O&M Contract The Consumer Interface Agreement Builder Operator 2-3 yr build 22-23 yr operation Term – 25 years (for example)

53 Public Private Municipality Direct Agreement Insurance Security Blanket 100% share holder Tariff Control Shareholders’ Agreement Bills Municipal Owned Water Company Sponsors Banks Pays Equity Debt The Project Co (SPV) The Project Agreement EPC Contract O&M Contract The Consumer Interface Agreement Builder Operator 2-3 yr build 22-23 yr operation Term – 25 years (for example)

54 Any problems? The position of the Sponsors in the water sector has already been presented in the quotations at the start of this presentation. The Bank is getting anxious about the consumer, his relationship with the Mayor, the tariff negotiation mechanism and the impact on the availability payment. But what about the Mayor?

55 Any problems? The position of the Sponsors in the water sector has already been presented in the quotations at the start of this presentation. The Bank is getting anxious about the consumer, his relationship with the Mayor, the tariff negotiation mechanism and the impact on the availability payment. But what about the Mayor? PPP is the art of allocating risk for any given service provision to the party within a project team most suitably qualified to manage that risk

56 The Mayor Not looking forward to ongoing negotiation on tariff to support the availability payment Constraints on public spending prevent direct contracting of capital works projects EU Accession requirements necessitate the proposed expenditure in order to comply with environmental directives Typically, any Mayor faces the need to authorise capital works on water and wastewater infrastructure of, potentially €50m to $150m Privatisation is a dirty word

57 The nature of municipal services
Water is intensely political as a municipal service, not least owing to essential nature of water to life itself However, it is not unique as municipal solid waste faces similar challenges (public health, unwillingness of consumer to pay) District heating also faces challenges and levels of operational complexity comparable to water and solid waste Do nothing is not an option, as the State will be fined by the European Commission at the end of any derogations periods Can we find an alternative solution?

58 The Hybrid Lease Hybrid – a cross between two species
Concession form (as previously detailed) Lease – Common Law real property concept Lord Templeman in Street v Mountford [1985] AC 809 at p816 Exclusive possession (for free use and enjoyment) for a term (defined period of time) at a rent A similar concept is available in Civil Law The French water industry is based on lease mechanisms through the affermage contract

59

60 Public Private Municipality 100% share holder Municipal Owned Water Company

61 Public Private Municipality 100% share holder Municipal Owned Water Company Infrastructure Assets

62 Public Private Municipality 100% share holder Municipal Owned Water Company Infrastructure Assets People

63 Public Private Municipality 100% share holder Municipal Owned Water Company Infrastructure Assets People

64 Public Private Municipality 100% share holder Bills Municipal Owned Water Company Pays Infrastructure Assets People

65 Public Private Municipality 100% share holder Bills Municipal Owned Water Company Pays Infrastructure Assets People Revenue stream

66 Public Private Municipality 100% share holder Bills Municipal Owned Water Company Pays Infrastructure Assets People Revenue stream Massive capex demand

67 Public Private Municipality 100% share holder Bills Municipal Owned Water Company Pays Infrastructure Assets People Revenue stream Massive capex demand Impaired creditworthiness

68 Public Private Municipality 100% share holder Tariff Control Bills Municipal Owned Water Company Pays Infrastructure Assets People Revenue stream Massive capex demand Impaired creditworthiness

69 Public Private Municipality 100% share holder Tariff Control Bills Municipal Owned Water Company Pays Infrastructure Assets People Revenue stream Massive capex demand Impaired creditworthiness

70 Public Private Municipality Landlord 100% share holder Tariff Control Bills Municipal Owned Water Company Pays Infrastructure Assets People Revenue stream Massive capex demand Impaired creditworthiness

71 Public Private Municipality Landlord Tenant 100% share holder Tariff Control Bills Municipal Owned Water Company Pays Infrastructure Assets People Revenue stream Massive capex demand Impaired creditworthiness

72 Public Private Municipality Landlord Tenant 100% share holder Tariff Control Bills Municipal Owned Water Company Pays Infrastructure Assets People Revenue stream Massive capex demand Impaired creditworthiness

73 Public Private Municipality Landlord Tenant Private Operator 100% share holder Bills Municipal Owned Water Company Pays

74 Public Private Municipality Private Operator 100% share holder Bills Municipal Owned Water Company Pays

75 Public Private Municipality Private Operator 100% share holder Bills Municipal Owned Water Company Pays

76 Public Private Municipality Private Operator 100% share holder Bills Municipal Owned Water Company Pays

77 Public Private Municipality Private Operator 100% share holder Bills Municipal Owned Water Company Contract? Pays

78 Public Private Municipality Private Operator 100% share holder Bills Municipal Owned Water Company Contract? Pays Management Contracts Useful first step

79 Public Private Municipality Private Operator 100% share holder Bills Municipal Owned Water Company Contract? Pays Management Contracts Useful first step Operation and Maintenance Contracts Limited transfer of risk to the private sector

80 Public Private Municipality Private Operator 100% share holder Bills Municipal Owned Water Company Contract? Pays Management Contracts Useful first step Operation and Maintenance Contracts Limited transfer of risk to the private sector

81 Public Private Municipality Private Operator 100% share holder Bills Municipal Owned Water Company Pays

82 Public Private Municipality Private Operator Divestiture? 100% share holder Bills Municipal Owned Water Company Pays

83 Public Private Municipality Private Operator Divestiture? 100% share holder Bills Municipal Owned Water Company Pays Privatisation is a dirty word

84 Public Private Municipality Private Operator Divestiture? 100% share holder Bills Municipal Owned Water Company Pays Privatisation is a dirty word

85 Public Private Municipality Private Operator Lease? 100% share holder Bills Municipal Owned Water Company Pays

86 Public Private Municipality Private Operator Lease? 100% share holder Bills Municipal Owned Water Company Pays No divestiture Shares remain in public ownership Municipality has privatised nothing

87 Public Private Municipality Private Operator Lease? 100% share holder Bills Municipal Owned Water Company Pays No divestiture Shares remain in public ownership Municipality has privatised nothing A recipe for a happy Mayor!

88 Public Private Municipality Private Operator Lease 100% share holder Bills Municipal Owned Water Company Pays

89 Public Private Municipality Private Operator Lease 100% share holder Bills Municipal Owned Water Company Pays How?

90 Public Private Municipality Private Operator Lease 100% share holder Bills Municipal Owned Water Company Pays How? Assignment of certain rights over shares for a fixed term

91 Public Private Municipality Private Operator Lease 100% share holder Bills Municipal Owned Water Company Pays How? Assignment of certain rights over shares for a fixed term Dividend Right to appoint directors Right to contract Right to enter loan agreements

92 Public Private Municipality Private Operator Lease 100% share holder Bills Municipal Owned Water Company Pays How? Assignment of certain rights (possession) over shares for a fixed term Dividend Right to appoint directors Right to contract Right to enter loan agreements

93 Public Private Municipality Private Operator Lease 100% share holder Bills Municipal Owned Water Company Pays The Lease Can contain covenants in relation to: Creditworthiness Improvements including capital works

94 Public Private Municipality Private Operator Lease 100% share holder Assignment of certain rights (possession) Covenants for improvement Bills Municipal Owned Water Company Pays

95 Public Private Municipality Private Operator Lease 100% share holder Assignment of certain rights (possession) Covenants for improvement Bills Municipal Owned Water Company Pays Term – 10 to 15 years

96 Public Private Municipality Private Operator Lease 100% share holder Assignment of certain rights (possession) Covenants for improvement Bills Municipal Owned Water Company Pays Year 0-3: Creditworthiness Term – 15 years

97 Public Private Municipality Private Operator Lease 100% share holder Assignment of certain rights (possession) Covenants for improvement Bills Municipal Owned Water Company Pays The Cash Injection Year 0-3: Creditworthiness Bank Term – 15 years

98 Public Private Municipality Private Operator Lease 100% share holder Assignment of certain rights (possession) Covenants for improvement Bills Municipal Owned Water Company Pays Vanilla Loan Agreement The Cash Injection Year 0-3: Creditworthiness Bank Term – 15 years

99 Public Private Municipality Private Operator Lease 100% share holder Assignment of certain rights (possession) Covenants for improvement Bills Municipal Owned Water Company Pays Vanilla Loan Agreement The Cash Injection Year 0-3: Creditworthiness Bank Term – 15 years

100 Public Private Municipality Private Operator Lease 100% share holder Assignment of certain rights (possession) Covenants for improvement Bills Municipal Owned Water Company Pays Vanilla Loan Agreement The Cash Injection Year 0-3: Creditworthiness Bank Term – 15 years Loan repayment 15 years

101 Public Private Municipality Private Operator Lease 100% share holder Assignment of certain rights (possession) Covenants for improvement Bills Municipal Owned Water Company Pays Vanilla Loan Agreement Builder Year 0-3: Creditworthiness Bank Term – 15 years

102 Public Private Municipality Private Operator Lease 100% share holder Assignment of certain rights (possession) Covenants for improvement Bills Municipal Owned Water Company Pays Vanilla Loan Agreement Builder Year 3-5 Build Period Bank Term – 15 years

103 Public Private Municipality Private Operator Lease 100% share holder Assignment of certain rights (possession) Covenants for improvement Bills Municipal Owned Water Company Pays Vanilla Loan Agreement Builder Year 3-5 Build Period Bank Term – 15 years Loan repayment 15 years

104 Public Private Municipality Private Operator Lease 100% share holder Assignment of certain rights (possession) Covenants for improvement Bills Municipal Owned Water Company Pays Builder Year 3-5 Build Period Bank Term – 15 years Loan repayment 15 years

105 Public Private Municipality Private Operator Lease 100% share holder Bills Municipal Owned Water Company Pays Question: What happens now? Builder Year 3-5 Build Period Bank Term – 15 years Loan repayment 15 years

106 Public Private Municipality Private Operator Lease 100% share holder Bills Municipal Owned Water Company Pays Answer: Depends on the deal struck between the Mayor and the Bank Builder Year 3-5 Build Period Bank Term – 15 years Loan repayment 15 years

107 Public Private Municipality Bank

108 Public Private Municipality Direct Agreement Bank

109 Public Private Municipality Direct Agreement Sets out the conditions for Re-Leasing the property (Company) at the end of the term of the first lease on similar terms and to a suitably qualified and competent operator Bank

110 Public Private Municipality Direct Agreement Sets out the conditions for Re-Leasing the property (Company) at the end of the term of the first lease on similar terms and to a suitably qualified and competent operator OR repay all outstanding sums. Bank

111 Public Private Municipality Private Operator Lease 100% share holder Bills Municipal Owned Water Company Pays Builder Year 3-5 Build Period Bank Term – 15 years Loan repayment 15 years

112 Public Private Municipality Private Operator Lease 100% share holder Bills Municipal Owned Water Company Competition time! (In line with European Procurement Directives) Pays Builder Year 3-5 Build Period Bank Term – 15 years Loan repayment 15 years

113 Public Private Municipality Private Operator Re - Lease 100% share holder Bills Municipal Owned Water Company Municipal Owned Water Company Pays Term – 15 years Builder Year 3-5 Build Period Bank Term – 15 years Loan repayment 15 years

114 Public Private Municipality Private Operator Re - Lease 100% share holder Subject to existing loan agreement Bills Municipal Owned Water Company Municipal Owned Water Company Pays Term – 15 years Builder Year 3-5 Build Period Bank Term – 15 years Loan repayment 15 years

115 Why the Hybrid Lease? A cross between There is no privatisation
a lease contract (for the company); and a concession contract (for the procurement of capital works) There is no privatisation Dramatic transfer of risk to private sector with minimal political risk Similarities between this form of PPP and the French water industry – a civil jurisdiction with the longest standing municipal service sector engaging in PPP in the world!

116 Caveats Clearly, not all companies will be in the right shape to enter a hybrid lease and simpler forms of PPP (i.e. management contracts) will be required as a first step Suitability criteria clearly need to be considered (e.g. population served per employee, ratio between billing and collection) as these issues influence creditworthiness There is the need to check primary legislation within any jurisdiction to determine whether assignment of certain rights over publicly held shares is permitted Careful consideration is required in relation to which rights over shares are assigned in order to make hybrid leasing work while remaining politically acceptable Ultimately dependent on the vires of the Direct Agreement between the Municipality and the Bank

117 Who’s Happy (1)? Bank Operator Contractor
Has either an existing loan covered by a new leasing arrangement or been paid out at the end of the first lease term Operator 15 years happy operation of a utility Paid by the fee for running the company and by dividends received on shares Contractor Reduced time for procurement cycle Deals directly with the utility

118 Who’s Happy (2)? Mayor Because the much of the political risk associated with privatisation has been removed Tariff negotiation risk has been reduced into the bidding process on Re-lease The competition for the Re-lease acts as a natural economic market regulator thereby improving regulation of the market The overall cost of procuring a project is massively reduced

119 Who’s Unhappy? Lawyers

120 Thank you Any questions?

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