A key component within many of our transaction advisory, tender structuring and management services, M&A and privatization advisory and capital fundraising advisory services mandates is the drafting, negotiation, amendment and revision of numerous interrelated transaction/project agreements that we prepare on behalf of our public sector or private sector clients.  DCS experts are comprised of veteran lawyers, bankers, corporate executives and financial advisors who have decades of global experience with transaction/project agreements and we are also familiar with international norms and practices, as well as the environmental, social and health and human safety requirements from many of the International and Development Financing Institutions (IFI/DFI), Equator Principles and other requirements that often need to be considered, in situations where IFI/DFIs and other international lenders are providing support.  Of course, the contracts and the transaction/project/financing agreements will also need to conform to our client's own applicable laws and regulations.  

DCS advisors have a great deal of experience in drafting and negotiating contracts and transaction/project agreements on behalf of our public sector, private sector, lender and IFI/DFI clients in many different contractual settings.  We can assist our clients in drafting and negotiating all contracts and transaction/project agreements, either in the context of a competitive tender or in the case of a negotiated transaction framework.   The multi-faceted DCS advisory team is prepared to lead contract negotiations relating to all legal, technical, commercial/ financial aspects of the transaction.  In a competitive tender situation, where we are providing tender structuring and management services, we will coordinate both the drafting and negotiation of the tender documentations (RFEI/RFQ/RFP packages) as well as the contracts and transaction/project/financing agreements.  The following are a few of the most common types of transaction/project agreements that we typically draft, amend, revise and negotiate on behalf of our clients:

• Concession Agreements: User-fee, availability payment and hybrid.  Concession agreements are typically structured as long-term contracts whereby a concessionaire company is entitled to develop, construct, operate, maintain (and in some cases decommission) an infrastructure asset or facility and/or provide public services in accordance with certain performance-based contractual provisions.  Under a concession agreement, the revenue and profits or losses of the concession company may be based on demand (user-fee, shadow-toll/pricing, etc.), availability-based or a hybrid of user-fees and availability mechanisms - each implying a different allocation of underlying risk.  DCS advisors are highly experienced in assisting our public sector clients in choosing the most appropriate form of concession agreement agreements and structuring and negotiating best terms and conditions.  Under our private sector advisory mandates, we similarly advise our private sector clients to formulate the best-value-for-money life cycle proposals that will be perceived as value-optimal to public sector procurement entities.

• Offtake and Supply Agreements: Power/Gas/Water/Heat/Cooling/Fuel/Commodity Purchase and Supply Agreements.  Offtake agreements are essentially commodity purchase and sale agreements.  Within our sectoral coverage areas, offtake agreements are most relevant within the energy & utilities and oil & gas sectors.  Power Purchase Agreements (or water & power or power & heat/cooling purchase agreements) or contracts for differences (CfD), feed in tariff (FIT) and similar contractual mechanisms are common structures.  Thermal power generators, including fossil fuel and nuclear plants often have fuel supply agreements.  Oil and gas purchase and supply contracts are also common in the oil & gas sector (including pipelines and production fields).

• Use/Lease Agreements.   Use and lease agreements are relevant in many types of public-private partnerships (P3), energy & utilities, and oil & gas sector transactions.

• Implementation/Framework Agreements.  Implementation and framework agreements provide for a overall framework for the implementation of a transaction.

• Guarantee Agreements.  In cases where a party (such as a sovereign government, a parent company, etc.) provides a guarantee mechanism, the provisions of these guarantees are typically set forth is respective guarantee agreements.

• Shareholder and Sponsor Support Agreements.  Shareholder and sponsor support agreements govern agreements amongst the equity owners of a company and the commitments and responsibilities of the shareholders.

• Asset or Share Purchase and Sale Agreements.  In the case that the transaction involves the purchase and sale of a company or an asset, there will be an asset of share purchase and sale agreements agreed between buyer and seller that will provide all terms and conditions of the sale and transfer of assets and/or shares.

• Construction, Service & Supply Contracts.  In the case of any new-build project ("greenfield") or rehabilitation/renewal project, the design, engineering, procurement and construction contracts will also form part of the transaction/project agreements.  A transaction may involve many other service contracts, including operations and maintenance services, major maintenance services, decommissioning services, environmental services, and many other services.  Construction and service contracts are discussed separately in the link provided.

• Financing Agreements.  Financing agreements relate to all debt and equity agreements, such as loan agreements, bond agreements, letter and line of credit agreements, guaranty agreements, hedging agreements, intercreditor agreements, lenders' direct agreements and shareholder agreements.
  

​DCS advisors are able to provide transaction/project agreement drafting and advisory services on a stand-alone basis on behalf of clients who are pursuing a PPP/P3, project financing, M&A/privatization, capital fundraising or workout/restructuring transactions.  In most cases, as financing agreement document drafting services will be only one element of a larger project delivery program, DCS will also be providing numerous other complementary transaction advisory services in relation to other transaction elements.  Our preference is always to provide such comprehensive transaction advisory services and coordinate all elements of the transaction, including contract or transaction/project/financing agreement drafting and advisory services on behalf of our clients.

Under any transaction/project agreement drafting and advisory services mandate, DCS will draw from our global network of veteran industry expert advisor affiliates and our relationship consultants in order to assemble the most appropriate team to match the specific needs of the transaction at hand.  This will always include leadership of DCS affiliate experts who possess decades of global public and private sector experience related to the specific sector and transaction type.  In any contract or transaction/project agreement drafting and advisory services mandate, our preferred role is always to serve as the lead project/program manager.  Within this role we are also able to assist in the selection and procurement (or subcontracting) and management of the other advisors and consultants, including local and international legal, technical, tax, insurance/risk, commercial advisors or other specialized advisors, as the specific transaction may require.  To the extent that other third-party advisors are required, there are many value added advantages of allowing DCS to assist in the procurement of these advisors.  First, DCS expert affiliates themselves possess many of the legal, technical, tax, insurance/risk and commercial skill sets and we are best positioned to determine which additional outside third-party skill sets are required and which firms or individuals should be hired in these roles.  Second, transaction/project agreement drafting and advisory services requires the organizational management and coordination of many simultaneous workstreams.  DCS advisors are experts in project and program management services and are ideally suited to manage and coordinate a multi-dimensional advisory team most efficiently and effectively.

Complementing our comprehensive transaction/project agreement drafting and advisory services, DCS advisors offer the following complementary advisory services that may be applicable, dependent on the specific transaction situation.

• Transaction Advisory
• Debt and Equity Capital Raising
• Financial Modeling, Review and Audit
• Tender Management: RFEI/RFQ/RFP
• Mergers & Acquisitions Advisory
• Project/Program Management
• Strategic Planning
• Feasibility Studies
• Business and Asset Valuation
• Workouts and Restructuring
• Corporate Governance
• Training and Capacity Building Workshops

DCS experts provide comprehensive transaction/project agreement drafting and advisory services in the following sectors that we specialize in.  Please click on the below links to learn more about the sectors that we cover:

• Infrastructure
  • Transportation
  • Water & Wastewater
  • ​​​Solid Waste
  • Social Infrastructure
  • Telecommunications

• Energy & Utilities
  • Generation
  • Sales & Supply and Trading​

• Industrials
  • Engineering & Construction
  • Technology
  • Logistics, Cargo & Freight
  • Heavy Industries

• Oil & Gas
  • Upstream
  • Downstream
  • Midstream

• Real Estate
  • Warehousing and Logistical
  • Commercial and Mixed-Use

DCS experts provide comprehensive transaction/project  agreement drafting and advisory services to the following categories of clients:

• Developers/Sponsors/Concessionaires
• Investors
• Corporations
• Governments/Governmental Entities
• Utilities
• Lenders
• Investment Banks
• International Financing Institutions
• International Agencies

contract drafting and negotiation services

transaction & project agreements

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