Delivering critical infrastructure despite shifting sands
In 2013 Pinsent Masons advised on the first fully-fledged airport concession project to have achieved financial close in the EU since the financial crisis.
Our specialist infrastructure finance team advised the Zagreb Airport International Company (ZAIC) consortium on a £275m Zagreb Airport terminal deal. Once completed, the new terminal – scheduled to be delivered at the end of 2016 – will be capable of handling 5 million passengers annually compared to the current capacity of 2 million passengers.
This deal was also the first Public-Private Partnership (PPP) project in Croatia since the country became a member of the European Union in summer 2013.
This project mirrors the country’s ambitious vision to compete as a global player and is a milestone for transport links in and out of Croatia. It required an unusually flexible approach because of the different PPP laws which applied during the life of the procurement, and the entry into the EU by Croatia between commercial and financial close,.
Pinsent Masons was instructed by Bouygues Batiment International SA on this matter after the firm’s lead partner, Catherine Workman, impressed them whilst acting on the opposite side (for the government of Cyprus) in relation to a similar project for Larnaka and Pafos Airport PPP Project. Previously Bouygues Batiment had used Norton Rose for transactions of this type.
It required significant technical innovation. This PPP is a landmark for the Balkan area in terms of the size of the project and the rigorous tender process it followed, in line with EU standards.
Due to the procurement process there was a unique situation whereby the Sponsors signed a Concession Agreement in April 2012 which included a precedent condition to obtain financing. This required a juggling act between the requirements of a the Government in the signed Concession Agreement and the bankability requirements of the lenders which was managed by the Pinsent Masons team to the successful satisfaction of the Government, Sponsors and Lenders.
The changing legislation in Croatia (notably the different PPP laws which applied during the life of the procurement) and the entry in to the EU by Croatia between commercial and financial close provided a number of challenges to the Project which were overcome in a variety of ways – including through amendments to the Concession Agreement negotiated with the Government, which was led by the Pinsent Masons team.
The successful completion of this transaction required a master class in project management, which was led by Pinsent Masons due to its role acting for the lead sponsor.
Various parties were involved including: two sponsors in Turkey, two in France, one in Luxembourg, and one in Croatia; funders in London, Frankfurt and Vienna; the Croatian government, the IFC and the Marguerite fund (and EIB fund for development of infrastructure assets). Most of these had local and international advisers, meaning that around 18 sets of legal teams from private practice were involved together with active in house legal teams from Bouygues Batiment, Aeroports de Paris, the Marguerite fund, EIB and the IFC.
Pinsent Masons’ role was to corral the numerous advisers and also ensure that advice which was often highly academic in nature was assimilated into a digestible and commercial format for the lead sponsor.
Costs management was a significant challenge in this matter given the significant changes which affected the mandate along the way, ranging from turmoil on the financial markets to Croatia’s accession to the EU. Nothwithstanding that Pinsent Masons operated on a capped fee basis and was praised by the client for communicating pricing issues effectively with the client throughout the duration of the transaction.
In the pursuit of continuous improvement, Pinsent Masons uses an independent third party to conducts post transaction reviews with clients following the completion of major mandates. These test the client’s experience in several areas.
The client described themselves as “very satisfied” when asked whether Pinsent Masons:
- Took the time to understand the business objectives
- Gave the benefit of its experience on similar projects
- Set realistic expectations relating to outcomes and timetables
- Assigned an appropriate team
- Provided advice in understandable terms
- Responded quickly and effectively
- Delivered advice tailored to client requirements
- Corresponded clearly and accurately
- Met agreed timescales
- Had an appropriate level of partner involvement
- Demonstrated a strong understanding of the client and its culture
- Understood the client objectives
- Worked well with other advisers
- Offered commercial and strategic advice and effectively project managed
- Communicated effectively
- Demonstrated strong commerciality and strong technical expertise.
This was the first fully-fledged airport concession project to achieve financial close in the EU since the financial crisis. In a time of challenging financial markets, a robust and innovative project finance transaction was constructed in a way that proved acceptable to key stakeholders.
For further information please see our Infrastructure Sector pages on PinsentMasons.com or please contact:
t: + 44 (0) 20 7418 7039