Infrastructure and Public Private Partnership (PPP)



The focus of PJS Law's Infrastructure and PPP Group is on transactions that require the combined expertise of the various practice areas. Our work in this matter ranges from project finance transactions to highly specialized work such as developing comprehensive legislative proposals on behalf of governmental agencies, and public consultation processes, in Metro Manila and the relevant provinces, in relation to projects involving various industries. Because of the complexity and diversity of the matters handled, the Firm gives premium to flexibility and responsiveness – we are confident in our ability to assemble, even on short notice, project teams uniquely qualified to undertake even the most complex and difficult assignments.

In November 2010, the Group co-sponsored the Infrastructure Philippines Forum, an international event organized by the Republic of the Philippines, to promote its flagship projects through PPP program. The Forum is regarded thus far as the most important investor event for the Philippine Government. The 3-day conference attracted local and international delegates and had our Atty. Gwen Grecia-de Vera acting as one of the speakers. Just recently, PJS Law participated in a roadshow, put together by Allen & Overy, in Seoul and Tokyo to promote investments in the Public Private Partnership program of the Philippine Government.

PJS Law likewise been pre-qualified as member-firm of PPP Center’s PDMF Panel of Transaction Advisors under four groups. These are KPMG Manabat San Agustin & Co., Rebel Group International BV (Netherlands), Deloitte Touche Tohmatsu India Pvt Ltd. (India), and ICRA Management Consulting Services Ltd (India).

PJS Law presently act as legal consultant the PPP Center and various Philippine government agencies on various types of PPP projects (airport, transport, health and water) as well as for private sector participants, with a project portfolio having an estimated total project cost in excess of $1 billion.

PJS Law has advised private proponents in relation to solicited and unsolicited BOT projects.

Representative transactions in this area include:


    Airports

  • Advising the Philippine Department of Transportation and Communications (DOTC) and the PPP Center in the development and construction of a new international airport in Mactan Cebu comprising passenger and cargo terminals, runway and navigational facilities under the PPP program of the Philippine government.
  • Advising the Philippine Department of Transportation and Communications (DOTC) and the PPP Center in the bidding out of the O&M funder a PPP structure for the Laguindingan Airport.
  • Education

  • Currently advising a government educational institution in developing a revenue-generating PPP model for the development of its campus. Work includes advising the client on which PPP legal framework to use for the project, the type of contractual arrangement, the type of PPP implementation scheme, and assisting the client in securing funding for project development and in shepherding the project through the entire PPP process. The project is being developed as a model for succeeding education PPP Projects.
  • Health

  • Advising the Philippine Department of Health (DOH) and the PPP Center in the PPP development of the Philppine Orthopedic Center (POC). This project is the first hospital development and operation to be undertaken under the PPP model in the Philippines and the model to be developed by the consortium is envisioned to be adopted as the PPP model for all succeeding hospital developments in the Philippines. Work shall include:
    • i. Conduct of the pre-investment studies for the project;
    • ii. Developing a comprehensive PPP structure for the project, including the preparation of all necessary legal, commercial and financial documents for the project;
    • iii. Assist the DOH in the selection of private sector partners for the modernization of the POC; and
    • iv. Assist the DOH and the PPP Center in achieving the financial close of the project.
  • Power

  • Assisted in the due diligence review of a Joint Venture Agreement (JVA) involving Trans-Asia Oil and Energy Development Corporation (TA Oil) in the development of a 135MW coal-fired thermal power plant in Calaca, Batangas.
  • Served as legal consultant to the International Finance Corporation (IFC) in relation to its advisory services rendered to the Department of Energy (DOE) for the development and promotion of private sector participation (PSP) in the Philippine Government’s Missionary Electrification/rural electrification program. The Firm’s involvement includes the identification of and coordination with relevant stakeholders; participation in information dissemination and public awareness campaigns; assistance and advice in the conduct of a competitive selection process; coordination with regulatory authorities in the formulation of regulatory framework and policies; and briefings and consultations with potential investors.
  • Acted as local legal counsel for client’s development and operation of a coal-fired power generation plant in the Subic Bay Freeport Zone. Work includes structuring, drafting and review of operational and project financing contracts, representation before various government agencies and private entities, review of and advise on licenses and permits issued by and contracts with government agencies and administrative bodies, advice on intellectual property laws and regulations in relation to its licensing and technology transfer agreements, assistance in corporate and social responsibility programs, advice on labor matters and advice on fiscal and non-fiscal incentives specific to the power generation industry.
  • Advising companies intending to engage in the assessment, exploration and development of wind power resources in the Ilocos Region, Casiguran, Aurora and San Carlos City, Negros Occidental. Work primarily involved providing legal advice on the Philippine regulatory framework for wind energy projects, particularly on the requisite government approvals and procedures for entering into a contract with the Philippine government.
  • Acted as legal counsel to a listed power company in its unsolicited Joint Venture proposal to a Philippine government agency for the rehabilitation and upgrade, and operation and maintenance of numerous electricity distribution utilities in the Philippines under the BOT Law.
  • Acts as legal counsel for a corporation engaged in the development of a hydroelectric power plant in Benguet and Panay islands in the Philippines. Work primarily involves representing client in the negotiation and execution of electric supply agreements with distribution utilities, and providing advice on appropriate corporate structure and other regulatory and legal matters affecting the Philippine electric power industry, particularly those affecting the power generation business.
  • Advised a UK-based petroleum exploration company in its acquisition of participating interest in various oil and gas exploration and coal production contracts in the Philippines. Our work includes assistance in corporate structuring and registration, obtaining clearance and approvals on the transfer of interests, and advice on coal and petroleum exploration and production issues arising in the Philippine legal framework.
  • Assisted Bronzeoak Philippines in the financing, development and construction of the first integrated sugar mill-distillery-power plant complex in the Philippines put up by Bronzeoak subsidiary, San Carlos Bionergy Corporation, in San Carlos, Negros Occidental.
  • Advising SN Aboitiz Power, Inc., a joint venture between SN Power of Norway and the Philippines’ Aboitiz Power Corporation, and providing assistance to its project companies operating the Magat Hydro-Electric Power Plant and the Ambuklao-Binga Hydro-Electric Power Plants. Work includes assistance in negotiating and drafting power sales agreements, transmission contracts, ancillary services agreements and WESM-related transactions, including providing representation with the Energy Regulatory Commission for the approval of supply agreements.
  • Acted as legal counsel to the Philippine Electricity Market Corporation (PEMC), the public-private partnership corporation established for the operation of the Philippine Wholesale Electricity Spot Market (WESM). As counsel, we assisted PEMC in obtaining all legal, institutional and regulatory requirements for the commercial launch of WESM in July 2006.
  • Acted as legal counsel to PNOC-Exploration for the selection of private sector partner for the PPP exploration and development of the Oil Leg of the Camago-Malampaya Gas Reservoir.
  • Acted as legal consultants to the Power Sector Assets and Liabilities (PSALM) Corporation from November 2001-January 2003 in relation to the privatization of the government owned National Power Company (NPC) estimated to generate between USD4-6Billion in proceeds for the Philippine Government.
  • Rail and Transportation

  • Currently part of an international consortium advising the Philippine Department of Transportation and Communications (DOTC) and the PPP Center in the PPP development of an Automatic Fare Collection System for the Metro and Light Railway Transit in Metro Manila.
  • Advising the World Bank on the development of a Bus Rapid Transit System for the Cebu City
  • Acted as legal consultant to the International Finance Corporation (IFC) in relation to its advisory services being rendered to the Light Rail Transportation Administration (LRTA), for the competitive selection of project sponsors for the LRT-1 Extension Project.
  • Real Estate

  • Acted as lead transaction and corporate counsel for the Fort Bonifacio Development Corporation, a leading real estate development firm in the Philippines, in the development of Bonifacio Global City out of 25.7 sq.km. property formerly owned by the Philippine Government.
  • Acted as lead counsel in the development of the Capital Place Project, a joint venture between FBDC and the Social Security System to develop a mixed-use retail, business and residential project. The project also included negotiations for the relocation of the Philippine Stock Exchange to the Fort Bonifacio Global City.
  • Technology

  • Acts as legal counsel to a Swiss multinational private proponent on a landmark fiscal administration project with the Bureau of Internal Revenue under the build-operate-transfer scheme. The project involves putting up the technology and infrastructure that will allow the Philippine Government to track and trace products subject to excise tax. Work includes drafting of proposed transaction documents, participation in the contract negotiations with the government counterparty, involved in extensive discussions to finalize the business/functional and technical requirements of the project, liaising with the BIR, Bangko Sentral ng Pilipinas, Department of Finance, Department of Justice, National Economic Development Authority, and the House of Representatives.
  • Toll Roads

  • Acted as legal consultants for the proposed acquisition of an interest in a major tollway corporation. Work involved review of project documents, loan documents, shareholder agreements and tax regulations relating to the tollway industry, with due diligence review of various agreements and provide advise to client on the PPP legal framework under which the project was implemented.
  • Waste Management

  • Currently representing the first privately-owned Sanitary Landfill Project in the Philippines on its proposed financing for the development of a state-of-the-art landfill and gas collection facility.
  • Acted as legal counsel for a major European multi-national company in the submission of a build-operate-and-transfer (BOT) proposal to handle solid waste management for the Metropolitan Manila area.
  • Currently assisting clients engaged in resource development projects in complying with and implementation of obligation to provide direct benefits to hosting local government units.
  • Water

  • Acts as an international consortium advising the Metropolitan Waterworks and Sewerage System (MWSS) and the PPP Center in the PPP development of a secondary water source for Metro Manila aside from the Angat dam and ensure long-term water supply security. It will include the construction of a dam, conveyance structure from the diversion point to the water treatment facility, a water treatment facility, a hydropower plant as well as other auxiliary facilities necessary in the operation of the dam.
  • Acts as legal consultant to EDCOP in relation to the project entitled Feasibility Study and Development of a Master Plan for the Clearing and Recovery Project of the Existing MWSS/MWCI right of ways (ongoing). Work involves:
    • i. providing advise on legal/regulatory matters affecting the Philippine water sector;
    • ii. review of current laws and policies regarding land acquisition, clearing of waterways/right of ways from obstructions and resettlement of affected informal settlers; and
    • iii. as part of a comprehensive waterways action plan, draft issuances and guidelines for the implementation of an effective clearing and resettlement/relocation plan, consistent with existing laws and requirements of financial institutions such as the World Bank, to avoid or mitigate adverse impacts to affected families and communities.
  • Acts as legal counsel to the winning bidder of the Angat Hydroelectric Power Plant. Work involves providing advise on legal/regulatory matters governing the Philippine water and energy sector, including:
    • i. providing advise on legal/regulatory matters affecting the Philippine water sector;
    • ii. review of current laws and policies regarding land acquisition, clearing of waterways/right of ways from obstructions and resettlement of affected informal settlers; and
    • iii. as part of a comprehensive waterways action plan, draft issuances and guidelines for the implementation of an effective clearing and resettlement/relocation plan, consistent with existing laws and requirements of financial institutions such as the World Bank, to avoid or mitigate adverse impacts to affected families and communities
  • Assisting client in securing water permit from National Water Resources Board in view of the opposition filed by other parties.
  • Acted as legal consultant to the International Finance Corporation (IFC) and to the Department of Finance (DOF) through the BOT Center and Metropolitan Cebu Water District (MCWD) in relation to the structuring and conduct of the competitive selection of project sponsors for the Carmen Bulk Water Supply Project, which involves the supply to MCWD of 50,000 cubic meters per day of bulk water in order to address the current water shortage in Metropolitan Cebu.
  • Acted as legal counsel to one of the largest Philippine conglomerates in participating in the bid for the selection of the joint venture partner for the Province of Cebu’s Bulk Water Supply Project. Work involved conducting a legal due diligence review of the project, advising the client on relevant water regulatory issues, assisting the client in the preparation and submission of its bid, and liaising with the Province of Cebu’s joint venture selection committee.
  • Acted as counsel to one of the largest Philippine water utilities in the acquisition of a local water utility. Relevant work includes conducting a legal due diligence on the target company, an analysis of the target company’s various PPP bulk water supply agreements with various government agencies, and advising the client on relevant water regulatory issues and on relevant PPP and government procurement issues.
  • Infrastructure Financing and Policy Work

  • Advised the Japan International Cooperation Agency (JICA) in association with KPMG in conducting an international analysis and comparative of the PPP legal framework and experiences in the Philippines, Indonesia, Vietnam, UK, Australia and Canada. Work includes doing an analysis and advise on the current PPP regulatory framework, proposed amendments to the same, case studies of past PPP projects, and doing a comparative with similar projects in other jurisdictions.
  • Advised the Asian Development Bank (ADB) (including the Department of Finance, government financial institutions such as the DBP, GSIS, SSS, Land Bank and National Development Company, multilateral and bilateral agencies such as the IFC, DEG, and JICA) in association with KPMG in developing an infrastructure financing institution that will be the center of excellence for PPP financing and whose main thrust will be to spur financial support for the Philippine PPP industry. Work includes an analysis of experience by similar institutions in India and Indonesia, an analysis of the current PPP regulatory framework and case studies on past PPP Projects.

























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