This course will use recent transactions involving infrastructure projects (domestic and international) to illustrate the legal techniques and financial issues involved in project development and financing. The course will address case studies involving energy projects, telecom, toll roads, mining, ports, airports, other infrastructure and professional sports facilities. Class discussion will include analysis of how project risk analysis is done and review of key documents used to develop, construct and finance projects. Students will participate in contract negotiation and drafting exercises with the assumption they represent designated parties to a transaction. Coverage will include different sources of financing, including banks, capital markets, ECAs and multinational entities. There will be both a final examination (open-book) and a short drafting exercise that will be graded. Section 9 will have a half-day Special Offsite Negotiation Workshop on a Saturday, for which the class will be divided into groups to negotiate a financing term sheet for a model transaction. Section 10 will have in-class negotiation exercises.
Readings: The required course textbooks are E.R. Yescombe, Principles of Project Finance- Second Edition (London: Academic Press, an imprint of Elsevier, 2013) and Henry A. Davis, ed., Project Finance: Practical Case Studies, Second Edition (two volume set: Volume I – Water and Power, and Volume II – Resources and Infrastructure) (London, Euromoney Books, 2003). Additional materials and/or case studies will be distributed.