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Energy Academy

02 Norton Rose Fulbright

Energy Academy

Contents

Energy Academy 03

Thermal power programme 04

Oil and gas programme 06

Renewable energy programme 07

Financing energy projects programme 10

Offshore oil and gas equipment programme 13

Offshore wind programme 14

LNG: financing the value chain programme 16

Africa programme 17

Project bonds programme 19

Contacts 21

Norton Rose Fulbright 03

Energy Academy

Energy Academy

The objective of our Energy Academy is simple – to develop a comprehensive and innovative programme of industry focused legal training to help our clients continue to adapt and develop in an ever changing global energy market.

Our programmes provide an excellent way of sharing our knowledge and experience with our clients.

We take pride in all of the training that we provide to our clients and we are delighted that attendees have found the launch of the Norton Rose Fulbright Energy Academy so useful.

‘The whole day has been extremely useful and well presented’

‘A very interesting and useful day – it definitely met my objectives’

‘Many thanks for this excellent opportunity!’

The Energy Academy programmes cover a range of topics. The foundation courses recognise the importance of training our clients from the very beginning of their careers. These sessions run as standalone events or as a week-long programme introducing delegates to the fundamentals of Oil and Gas, Thermal Power, Renewables and Financing Energy Projects. Other bespoke Energy Academy programmes respond to market trends and our clients’ desire to innovate.

We have a wide variety of programmes and have provided examples of some of the foundation courses, as well as a selection of the bespoke training courses which we run across our network of offices.

We would be delighted to discuss your individual training needs.


Energy Academy

Thermal power programme

08:30 Registration and breakfast

09:00 Welcome

09:10 Structure of thermal power projects • Structure of electricity sector • Sector participants • Contractual structures

09:40 Risk allocation and offtake• Overview of power purchase agreements • Tariff calculations • Risk analysis and mitigation • Compensation on termination• Merchant power

10:30 Fuel supply • Fuel tolling v procurement • Gas supply contracts, including price, quantity, quality,

risk allocation and liability • Workshop exercise

11:10 Networking break

11:30 Construction issues in thermal power projects• Contracting structure• Risk allocation and back-to-back principle• Defects and new technology risk• Testing and taking over• Termination and rejection


Foundation courses

12:00 Operation and maintenance of thermal power projects• Structures – full service, long-term services, technical services,

management services • Performance – incentives and liquidated damages• Labour, consumables and materials• Long-term service agreements

12:30 Networking lunch

13:30 Focus on Africa• Implementation agreements• Government risk• Procurement issues

14:10 Panel discussion: the GB capacity market


15:20 Environment, planning and climate change • Consents for thermal power (e.g. s. 36) • Key environmental issues • Permits, consents and challenges• EU/UK carbon policy overview • Regulation of GHG emissions/emissions trading (EU ETS) • Financial services regulation impact on EUAs

15:50 Closing remarks

16:00 Networking drinks


Energy Academy

Oil and gas programme


09:00 Welcome

09:10 Introduction to different types of regulatory frameworks for upstream oil and gas

Case study: oil and gas in the UK Case study: South Africa


Case study: Mexico Case study: Francophone Africa Case study: Nigeria


13:45 Risk management and dispute resolution in international upstream oil and gas

• Managing political risk• Bribery and corruption • Sanctions and stabilisation clauses• Dispute resolution in oil and gas• Incident response


15:45 Financing the oil and gas chain: from the well head to polymers

16:20 Alternative financing structures in the oil and gas sector

17:00 Network drinks


Foundation courses

Renewable energy programme


09:00 Welcome

09:05 Introduction to renewables: the renewables market• Which technologies?• Why renewables?• What are the trends?

09:20 Securing land • Land option from landowner • Savvie land agents • Lease of what? • Basis of rent • Decommissioning

9:50 Consents and connections• Planning consents/planning constraints • Grid connection

10:30 Typical tax issues in the life of a renewables project• Capital allowances• Tax deductions for interest payments• VAT• SDLT



Energy Academy

11:10 Construction• EPC/multi contracts • Standard form contracts • Payment security/performance security • Contractor obligations• Completion and delays • Testing and taking over • Post-completion defects liability • Termination and liabilities

11:50 Operation and maintenance• Structures • Services and standards • Consumables and spares • Pricing • Termination and liability caps

12:10 Typical offtake agreement: contrasting UK v emerging markets• The fundamentals: electricity price risk, ROCs and benefits, floor price • Risk allocation during construction • Risk allocation during operation • Change in law • Termination and limitation of liability• Post CfDs – what will the PPAs look like?


13:45 Hot topics: renewables support• Different types of support• Focus on UK: CfDs• What they are, how they work• Allocation and auctions• Bankability• RO transition• Managing construction risk under CfDs


Foundation courses

14:45 Hot topics: financing renewables projects• Financing trends• Private funds


15:45 Workshop



Energy Academy Foundation courses

Financing energy projects programme


09:00 Welcome

09:10 Introduction to financing energy investments• Diverse nature of energy sector • Broad range of financing products available • Debt finance v equity finance • Fundamentals of project finance • Differences between project finance and other forms of debt finance • Types of projects that use project finance

10:00 Contractual structure of project finance and security issues• Key finance documents and what they do • Accounts structure • Security issues and direct agreements • Link with commercial documentation • Shareholder arrangements


11:30 Other sources of funds and structures• Finance directly on balance sheet • Project bonds • Acquisition financing • ECAs and multilaterals• Vendor credits• Equity bridge loans• Mini-perms


Foundation courses

12:10 Hedging• Why enter into hedging and what risks should be hedged? • Key issues in project finance documents relating to hedging • Competing interests of hedge providers and lenders


13:50 Is it bankable? – risk allocation • Why so important on a project financing? • Risk identification and allocation• Political risks • Construction risk and technology risks• Operating and market risks

14:15 Sponsor support • Completion guarantees – different structures• Completion tests – physical, operational and financial• Other forms of completion support• Post-completion sponsor support

14:45 ECAs and multilaterals• ECA financing – tied or untied • Multilaterals and special financing requirements • Preferred creditor status • ECA/multilaterals intercreditor issues



Energy Academy

15:30 Intercreditor issues• Different classes of financiers • Who should control decision making for financiers? • All lender decisions

16:10 New products• Funding requirement• Alternative structures• Project bonds• Energy infra• Green bonds• Nordic bonds

16:50 Closing remarks



Bespoke courses

Offshore oil and gas equipment programme14:00 Welcome

14:20 Country focus: Brazil

15:00 Country focus: Mexico


16:10 Equity investments in offshore oil and gas equipment

16:50 Key tax issues in offshore oil and gas equipment

17:10 Africa hotspots and topical issues



Energy Academy

Offshore wind programme


09:20 Welcome

09:30 Regulatory support for offshore wind• Comparative analysis of support regimes in key jurisdictions:

France, Germany, the Netherlands, Belgium and the UK• Reforming support: the constraints of State Aid guidelines• Focus on the UK: ROCs and CfDs – pros and cons

10:30 Connecting to the grid • Different approaches to grid connection and funding across Europe• OFTO regime in the UK • Grid in Germany – where next?


11:15 Crown Estate leases• Role of the Crown Estate• Introduction to the agreements

11:30 Construction and O&M issues• Construction and procurement: different strategies and lessons learnt • Operation and maintenance


13:30 OFTO sale process: lessons learnt


Bespoke courses

14:00 Bringing in new investors • Different classes of assets – different investors• Offshore wind projects: different corporate structures (UJVs/IJVs) –

what they are and issues for new investors• Anatomy of an M&A transaction in offshore wind

Guest speaker and challenges for new investors


15:45 Financing – overview• Different structures compared (AssetCo/IJV/UJV) – issues for borrowers

and lenders• Case studies:

— Co-lending — Construction stage financing — Minority interest financing

• Financing trends: — Increased participation of infra-debt — Ability to tap private placement/bond market?

16:30 Panel discussion with key industry participants



Energy Academy

LNG: financing the value chain programme


09:30 Welcome

09:45 Setting the scene

10:30 North American LNG: what you need to know to catch the wave


11:45 Bankability issues• Bankability issues: an overview• LNG offtake issues and price reviews • Regasification


13:45 Financing of LNG vessels

14:15 Small-scale LNG

14:45 Alternative financing structures


16:00 Panel discussion: the future for LNG

16:45 Close



Bespoke courses

Africa programme


09:20 Welcome

09:40 Doing deals in Sub-Saharan Africa

10:00 Doing deals in lusophone Africa

10:20 Doing deals in francophone Africa


11:00 Working with governments

11:20 African power

11:50 Typical equity arrangements in Africa

12:20 Financing energy projects in Africa


14:00 Managing construction risk

14:30 Managing compliance risk: environmental, social and local content requirements

14:50 Resolving disputes in Africa and sanctions


Energy Academy


15:50 Managing compliance risk: anti-corruption

16:20 Managing political risk and payment support structures

16:50 Close

17.00 Networking drinks


Bespoke courses

Project bonds programme


09:20 Welcome

09:30 What is a bond?• Different forms of bonds and key differences between them• How it is different from traditional project financing?• Drafting covenants for project bonds• Ratings and methodologies

10:30 Flexing traditional bond structures to fit the reality of project development and operation

• Decision-making, consents and waivers – what are the options and their pros and cons

• How it works in multi-source financing


11:40 Case study: North Battleford private placement

12:00 Energy project bonds and credit enhancement• ECA wrapped bonds• EIB project bond credit enhancement• Pan European Bank to Bond Loan Equitisation (PEBBLE)• UK Government guarantee


13:40 State of the market, prospects and challenges


Energy Academy

14:00 Case study : Shuweihat 2

14:20 Case study: Abbott Point coal terminal bond financing

14:40 Case study: Greater Gabbard OFTO bonds


15:20 Case study: Sabine Pass LNG

15:40 Case study: UK solar bonds v Topaz and Solar Star US bonds

16:00 Case study: wind bonds – Comber wind in Ontario, Canada and Breeze wind bonds

16:20 Conclusions, Q&As

16:30 Open discussion and networking drinks


Contacts

Penny Cygan-JonesSenior knowledge lawyer, Oil and gas, LondonTel +44 20 7444 [email protected]

Kathryn EmmettSenior knowledge lawyer, LondonTel +44 20 7444 [email protected]

General enquiriesFor further information please [email protected]

Contacts

mailto:Energy.events%40nortonrosefulbright.com?subject=

Norton Rose Fulbright

Norton Rose Fulbright is a global law fi rm. We provide the world’s preeminent corporations and fi nancial institutions with a full business law service. We have 3800 lawyers and other legal staff based in more than 50 cities across Europe, the United States, Canada, Latin America, Asia, Australia, Africa, the Middle East and Central Asia.

Recognized for our industry focus, we are strong across all the key industry sectors: fi nancial institutions; energy; infrastructure, mining and commodities; transport; technology and innovation; and life sciences and healthcare.

Wherever we are, we operate in accordance with our global business principles of quality, unity and integrity. We aim to provide the highest possible standard of legal service in each of our offi ces and to maintain that level of quality at every point of contact.

Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients.

References to ‘Norton Rose Fulbright’, ‘the law fi rm’, and ‘legal practice’ are to one or more of the Norton Rose Fulbright members or to one of their respective affi liates (together ‘Norton Rose Fulbright entity/entities’). No individual who is a member, partner, shareholder, director, employee or consultant of, in or to any Norton Rose Fulbright entity (whether or not such individual is described as a ‘partner’) accepts or assumes responsibility, or has any liability, to any person in respect of this communication. Any reference to a partner or director is to a member, employee or consultant with equivalent standing and qualifi cations of the relevant Norton Rose Fulbright entity. The purpose of this communication is to provide information as to developments in the law. It does not contain a full analysis of the law nor does it constitute an opinion of any Norton Rose Fulbright entity on the points of law discussed. You must take specifi c legal advice on any particular matter which concerns you. If you require any advice or further information, please speak to your usual contact at Norton Rose Fulbright.

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Financial institutions Energy Life sciences and … · Life sciences and healthcare Energy Academy....

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