Practice Leaders: Michael H. Friedman and Richard P. Eckman
Throughout its history, Pepper Hamilton LLP has been involved in project finance transactions. We act as counsel to projects, developers, owners, lenders, subordinated lenders, vendors and operators. In addition, we represent off-take purchasers in project finance transactions.
In our role as project counsel, we work with all the participants necessary to the development, construction, financing and operation of a project financed facility. In other situations, we act for other project participants. For example, we represent developers in establishing projects and arranging for the participation of others essential to the project.
Pepper is one of the few major U.S.-based law firms with a wholly integrated construction practice. The experience of our construction lawyers makes us more cognizant of the relationship of construction to financing projects.
In connection with financing projects, we represent senior lenders and subordinated lenders; commercial banks, industrial development agencies and banks, insurance companies and other types of institutional, non-bank lenders; vendors who have provided equity and subordinated financing in the context of their supply arrangements; and true equity participants. We have structured the participation of private investment funds as holders of debt and equity. Several of the projects we handled involved export financing or other export support, and we have worked on multi-currency projects.
We have assisted owners in organizing and structuring the development and financing of short-rail and urban transit projects, inter-city rail projects, power facilities, manufacturing plants and processing facilities, municipal parking facilities, health care facilities, airport and airport-related facilities, and municipal pollution control facilities. We also have represented private companies as they develop, finance, construct and acquire major facilities.
Pepper has worked with governments and governmental agencies to privatize various government facilities and functions. In these assignments, we have structured projects requiring the transfer of facilities and functions from government ownership and control to private ownership and control; projects contemplating private ownership and operation of newly constructed facilities to provide services previously (or usually) provided by government; and projects involving joint ownership by private sector investors and government agencies and which are operated by private enterprise, or in some cases, operated jointly by government agencies and private sector companies. In this regard, we have drafted and commented on legislation providing for the transfer of governmental facilities and functions to private enterprises. Developing this kind of legislation has taught us the complexities faced by governments at all levels in attempting to privatize all or portions of facilities or functions, whether existing or newly created.
Because of our involvement in all facets of these types of projects, we offer the full range of required legal services and counseling provided by practitioners tested in real transactions. Pepper is experienced in combining its international legal and project finance experience with local counsel to form a team capable of meeting the needs of any project.
The following list provides examples of representative project finance engagements:
- project counsel for a series of resource recovery financings related to solid waste treatment and disposal in various locations, using government-supported financing and private-sourced equity
- counsel for major paper producer to acquire and finance plant, using government-supported project financing
- counsel for former Soviet Republic to privatize major industries, production facilities, and natural resources and to draft legislation to provide legal framework for transition to market economy, including privatization and economic regulation
- counsel for a major multinational automobile manufacturer establishing production facilities in the United States
- counsel for private companies investing in facilities that were formerly government owned and operated, including acquisition and debt and equity financing
- counsel for major multinational manufacturer in purchase and construction of production facilities combining government-supported financing with private-sourced financing
- counsel for airport authority in expansion of airport facilities
- counsel for construction and financing of parking facilities at major urban airports
- project counsel for the structuring, construction and financing of prison facilities
- represented private company in financing, acquisition and construction of landfill facility using government-supported facilities
- project counsel for the developing, financing, and constructing of power plants and related facilities using a combination of government-supported and private sector financing
- counsel assisting in financing the construction of major roadway systems
- counsel for U.S. airline in purchase of foreign-produced aircraft and parts using export and other government-supported financing
- counsel for U.S. shipping company to structure financing of construction of ships using government financing and export financing available from countries in which various vendors (supplying components for the construction) are resident.
Pepper also handles the privatization of significant capital assets around the world. Projects include:
- a railroad system in Eastern Europe
- an oil refinery and two large oil fields
- a titanium mining facility
- one of the former Soviet Union's largest tractor manufacturing enterprises
- a combine manufacturing complex
- tobacco production facilities in Central Asia
- a confectionery manufacturing facility
- numerous other projects funded either by the host country government or by international financial institutions, including the European Bank for Reconstruction and Development, the European Community and others.