The global team of more than forty lawyers of K&L Gates Projects/Public Private Partnerships (PPP) Practice has the ability to look beyond conventional measures to support their clients’ business objectives.  Hailing from diverse backgrounds in finance, construction, engineering and government, they use their institutional knowledge and experience to deliver creative, cost-effective solutions to projects of all types—from the simple to the highly customized.

The practice encompasses three general areas:  project development and project finance, privatization and public-private partnerships/private finance initiatives (“PPP/PFI”).  We serve clients in the private and public sectors of the energy, electric power, industrial, infrastructure, transportation, consumer retail, sports entertainment, telecom, health, education and waste management industries all over the world.  We have successfully represented the sponsors or developers of these projects as well as lenders, investors, vendors, landowners, general contractors, operators and equipment suppliers.  In the last five years, members of our practice have advised on projects in over 15 countries on five continents with an aggregate value of over $12 billion.

Our Approach
Our lawyers advise on all phases of the project—from the initial concept, structuring and development through bidding, financing, construction and beyond.  Our in-depth experience with both the development and finance stages of a project enhances our ability to assist clients with even the most unusual projects.

In handling complex project transactions, we draw on the knowledge and skills of our lawyers in related practice areas, including commercial/structured finance, construction and engineering, securities, tax, M&A, real estate, environmental and insurance coverage . This multidisciplinary, firmwide approach gives our clients seamless access to specialized advice so that they can make the best decisions for their projects and execute those decisions in the most efficient and effective manner.

Our Experience
We describe below our experience, and selected engagements, in the three principal categories of infrastructure project work:  development/finance, privatization and PPP/PFI

Project Development and Project Finance
K&L Gates’ Projects group responds to the diverse, detailed and innovative legal requirements applicable to the process of structuring, developing, constructing and operating economically and legally independent projects and facilities. In developing and structuring projects, we assist in multiple sectors including governance arrangements and tax-efficient entity structures.  We are familiar with international procurement laws, such as the EU procurement directives, which increasingly impact international projects. In the financing phase, our lawyers implement the traditional project financing, structured finance, taxable and tax-advantaged debt, equity and intercreditor arrangements.

We collaborate with project sponsors and participants to understand the dynamics of the project from each of their perspectives.  We then advise our clients on the best means of achieving their objectives and needs, drawing on the knowledge of our professionals practicing in the areas of tax, insurance coverage, environmental, employment and labor, real estate and public utilities (among others) to implement our clients’ instructions thoroughly and creatively.

Our experience with the development and financing of a wide variety of complex projects continues to give us new, unique perspective that benefits our clients in the form of creative solutions to their transactional needs.

Privatization
We have successfully represented both government entities and private parties in various privatization transactions—the transfer of functions or assets from a public owner/operator to a private sector operator.  We have also counseled in the outsourcing of non-core functions from one private entity to another.

In working on these matters, our privatization lawyers collaborate with professionals in our employment and labor, government contracts and finance practices.  We have performed privatization work in the United States, Europe, Latin America, Africa and Asia, often working closely with local lawyers in these jurisdictions. 

PPP/PFI
We are well versed in private finance initiative and public-private partnership project structures around the world as well as in EU procurement directives and rules.  Our lawyers’ familiarity with the needs and objectives of governments, equity investors, diverse types of lending institutions, construction companies, operating companies, equipment suppliers and other stakeholders spans across multiple geographies and industries.

In recent years, our lawyers have helped municipal and private sector clients in the U.S. form and manage some of the largest and most complex public/private joint ventures, including the development of major cultural and sport facilities and large-scale urban redevelopment programs.  These projects require a multidisciplinary approach to legal issues across a range of legal practices within our firm and a sensitivity to the cultural differences between public and private decision-making.

Our lawyers have extensive experience and are intimately familiar with structuring, documenting and/or implementing numerous joint public-private transactions, including exclusive negotiating rights agreements, participation agreements, development agreements, disposition and development agreements, operating agreements, reimbursement agreements, restrictive covenants, and conditions of approval with municipalities and redevelopment agencies.

Click here to view some selected examples of our work in the areas described above.

Related Practice Areas

As discussed above, the strength of our practice lies in the fact that we integrate and apply to our project engagements, as appropriate, the experience of K&L Gates lawyers practicing in a number of related legal disciplines.  To ensure our clients’ satisfaction, our Projects lawyers possess and apply significant project management skills when doing this.  Below, we briefly introduce our experience and capabilities in these areas.

Commercial/Structured Finance
K&L Gates’ active Finance practice structures and implements successful complex financing transactions.  Our group regularly participates in sophisticated asset-based lending transactions.  We advise our clients on structuring complex transactions for the development of major infrastructure projects, waste-to-energy plants, cogeneration plants and industrial plants, as well as conventional and unconventional development arrangements for government projects and commercial, retail and residential projects.  We also counsel clients on project and development finance transactions in and with foreign countries.  Our clients include banking and institutional investors in connection with the financing of industrial, commercial and residential developments.

In addition, we maintain an active cross-border asset securitization practice, including the representation of clients in U.S. and non-U.S. transactions involving the securitization of assets, such as traditional inventory, equipment lease receivables, project finance debt, corporate loans, non-performing assets, collateralized bond obligations, residential and commercial mortgage loans, credit card receivables, consumer loans and trade receivables.

For a complete description of our Finance practice, click here.

Construction and Engineering
K&L Gates’ construction and engineering lawyers assist our clients with the everyday issues and battles that are part of the construction and engineering industries.  Our practice encompasses all phases of a construction project, starting with project development, structuring and finance issues, including the drafting and negotiation of the contracts and related project documents, all the way through adjudication or arbitration proceedings or litigation of claims.  We also have skilled mediators and can advise on alternative methods of dispute resolution.

For a complete description of our Construction and Engineering practice, click here.

Securities
K&L Gates represents many public and private companies seeking financing through initial public offerings (IPOs), follow-on offerings or private placements of equity, debt and hybrid securities.  Our lawyers have handled more than 500 total public equity and debt offerings over the last decade, with a dollar volume of over $70 billion.

Our U.S. representations include a wide range of transaction types, including Securities and Exchange Commission-registered initial public offerings and secondary offerings; Rule 144A and Regulation S placements; a wide variety of capital markets debt securities, including senior, senior/subordinated, secure/unsecured, mezzanine and highly structured transactions, such as project finance, lease-financed, mortgage-backed and other asset-based (cash flow or market value) debt; a wide variety of equity-based securities; and creation of innovative capital markets structures and products.  In the U.K., our lawyers are particularly well known in the London market for their representation of issuers and nominated advisers on the Alternative Investment Market.

Follow the links for a complete description of our Securities and Private Equity practices.

Real Estate
K&L Gates’ Real Estate practice group has substantial experience in the development and construction of a variety of property uses, including industrial plants, office buildings, retirement and assisted care centers, medical and hospital facilities, shopping centers and other retail developments, distribution centers, leisure developments and residential developments (including condominiums, apartments, homeowners’ associations, affordable housing and planned residential developments).  In each development and construction transaction, we tap the full resources of the firm by integrating our experience in all areas of the law affecting the transaction, including environmental, planning and zoning, construction, energy, transportation, and litigation.  Further, we focus not only on general issues surrounding the transactions, but also on specific issues such as air quality, toxic mold, and owner/architect contract issues.  We have represented commercial, retail and residential developers, financial institutions, hospitals, developers and operators of industrial facilities, commercial tenants, and other interested parties in connection with these transactions.

For a complete description of our Real Estate practice, click here.

Environment and Natural Resources
K&L Gates’ lawyers have been instrumental in the successful development of a variety of complex projects — such as new power plants and complicated manufacturing facilities — guiding our clients through siting, permit and licensing proceedings.  Many of those cases have involved innovative solutions, finding “win-win” opportunities where parties initially had vastly opposing positions.  For example, we have represented clients in the successful siting and development of commercial hazardous waste treatment and industrial waste disposal facilities — projects that required not only convincing regulatory bodies to issue approvals, but also withstanding private-party challenges and appeals. In other areas, K&L Gates has provided long-range strategic planning and representation for developers, business associations, and public entities regarding the convergence of environmental requirements with transportation and other infrastructure development opportunities.

For a complete description of our Environment and Natural Resources practice, click here.

Tax
K&L Gates’ tax lawyers advise U.S., U.K. and internationally based clients on a variety of tax and business matters, including planning, negotiation and implementation of mergers, acquisitions and dispositions, spin-offs, public and private offerings, leveraged buyouts, joint ventures, reconstructions and demergers, recapitalizations and restructurings, and choice of entity.

We also have advised clients on the appropriate tax treatment of payments received under international consulting, manufacturing, leasing and licensing arrangements and on the use of the U.S. income tax treaty network with other countries.  Examples of our international infrastructure project-related tax work include:

• Structuring offshore oil and gas extraction and production joint ventures.
  
  
• Providing advice to several investment companies and banks regarding the tax consequences of investing in “emerging markets.”
  
  
• Restructuring of foreign subsidiaries of U.S. multinationals in order to maximize utilization of foreign tax credits.
  
  
• Structuring a complex U.K. joint venture, with a government shareholder, where difficult value-added tax issues arose.
  
  
• Advising U.S. clients on cross-border financing, including international tax consequences of swaps, caps, collars and equity-linked derivatives.
  
  
• Counseling clients on transfer pricing issues and issues involved in satisfying “contemporaneous documentation” requirements, including negotiating, preparing and obtaining Advance Pricing Agreements and the utilization of Competent Authority procedures to resolve transfer pricing issues.
  
  
• Obtaining U.S. certifications and other documentation for U.S. and non-U.S. based clients in order to utilize the reduced withholding rates under income tax treaties.

For a complete description of our Tax practice, click here .

Mergers and Acquisitions
For over four decades, K&L Gates has engaged in the creative practice of environmental and natural resources law, including the environmental aspects of M&A transactions.  Our experience in serving large and small clients, throughout the world, is built upon innovation and a “think outside the box” approach to tough problems.  The breadth and depth of that experience has been recognized by a wide array of clients who have come to K&L Gates from across the U.S., the U.K., Europe and Asia for counseling and representation on difficult environmental challenges.

K&L Gates is frequently involved in structuring transactions involving the purchase, sale and redevelopment of industrial and contaminated sites, and businesses with involvement at such sites.  K&L Gates’ environmental lawyers served in lead roles in some of the most successful “brownfields” projects, the rejuvenation of idle steel plants, and the development of facilities to turn abandoned mountains of coal waste to energy and reclaimed landscapes.

For a complete description of our Mergers & Acquisitions practice, click here.

Insurance Coverage
Our lawyers have extensive experience in prosecuting insurance coverage claims arising in connection with construction and engineering projects, including claims for coverage for construction defects.  The firm has represented owners, contractors, subcontractors and engineers in obtaining coverage under builders risk insurance, professional indemnity insurance, commercial general liability insurance, ocean marine cargo insurance and consequential loss insurance, including delay-in-start-up and efficacy insurance.  We also advise up front on putting in place the right insurance arrangements for complex projects.

For a complete description of our Insurance Coverage practice, click here.

Transportation
The lawyers in the firm's Transportation Group have extensive experience in representing public and private sector entities in connection with transportation infrastructure projects and related regulatory and transactional matters.  A substantial portion of their practice is focused on providing legal advice in connection with projects funded by the Federal Transit Administration (“FTA”), the Federal Highway Administration ("FHWA") and in connection with transit-oriented development and other public-private partnerships.  The Transportation Group provides many of its clients with advice on the applicability of federal cross-cutting requirements to public-private projects and assists those clients in structuring such transactions to minimize the impact of federal regulatory laws. 

For a complete description of our Transportation practice, click here.