Public Private Partnership (PPP): How to Get to Transaction Close
In my first article Public Private Partnership (PPP): What You Need to Know, I explained the role of Public Private Partnerships (PPP) and their significance in the development of airports. The activity involves consolidating numerous variables, and disparate interests and motivations into a single working framework i.e. the Airport Master Plan. In this article, I will outline the process that enables these variables to be rationalised and how the PPP mechanism is kick-started.[1]
Public Private Partnership Process
An airport Public Private Partnership exercise is a deal-making activity similar in principle to a merger and acquisition initiative. It is propelled forward by certain built-in logic and compelled by an affinity for the asset. There is a seller-buyer relationship with “offeror” and “offeree” interactions.
The PPP process is usually a one-off, non-standard activity, and is often supported on both sides by external specialists; legal, financial and technical. As in any sale and purchase interaction, there is tension between seller and buyer that is played out. In the PPP instance, conclusion to the deal-making is marked by a milestone which is designated in this article as “Transaction Close”.[2]
At Transaction Close, a Concession Agreement between the parties is signed. The terms and conditions in the transaction will thereon chart the path of the airport’s future development.
Transaction Close is therefore pivotal to an airport’s intended PPP development transformation. This point paves the way for the implementation of design and construction activities (or variations thereof), and the structuring of associated financial and legal frameworks. It is also the point for introducing changes in the management and operational regime at an airport.
The process of reaching Transaction Close is nevertheless intricate and challenging. Elaborating this in a simple way is the main aim of this article.
Four-Phase Process
Getting to Transaction Close may be described as a 4-phase process (see figure).[3]
Public Private Partnership (PPP): How to Get to Transaction Close
Phase 1 - Recognition and Conception
This initial phase is usually seller-driven. An airport’s owner needs to appreciate the particular attributes of their airport as a productive and performance-based asset. The airport needs to internally acknowledge its commercial potential or enterprise value. A comprehensive understanding of these attributes is fundamental in transforming an airport as bait to lure-in investors.[4]
Firstly, the operational and performance attributes of an airport asset needs to be articulated. It includes calibrating the airport’s socio-economic significance to the local and wider national economy. This is also the point where mandated Strategic Development Goals (SDG’s) are leveraged into the overall Public Private Partnership strategy.
Leveraging an airport’s attributes and articulating its asset value are important. An investor needs information to quickly judge whether an airport can be a viable business proposition, or otherwise. The investor also needs to know if extraneous burdens and risks are within tolerable limits. This represents the public sector offering. Setting this up often requires a shift in the seller’s operational and management mindset.
Then a plan needs to be hatched and resources deployed to present the airport as a prospectus to investors. Internal operational adjustments may also be instituted in parallel to embellish the offering.
As this is typically a detailed non-standard and one-off activity, the services of external specialists are usually brought in. Amongst the output produced is a comprehensive and integrated Airport Master Plan, that coincidentally also includes an Airport Business Plan.
The end result is both parties (seller and buyer) must pick up a compelling belief in the asset’s future potential. Their respective goals in this context must appear tenable. Both establishment and corporate buy-ins are therefore essential; to motivate moving forward and to commit further resources towards advancing the scheme.
For a prospective airport investor, acquiring a positive affinity for the airport asset is important. At this stage, the prospective investor must already sense enterprise value in the airport’s operational future.
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Phase 2 - Viability and Validation
This stage of proceedings is essentially investor-driven.[4]
Mutual interest arising from the parties is formalised through some form of Memorandum of Understanding (MOU). For the public sector offeror, enabling policies, legislative and regulatory frameworks should be suitably deliberated and mandated. Similarly for the private sector investor, Board approvals would be needed as a precondition to proceed.
An MOU defines the rights and obligations, and the mode of conduct in further proceedings. This is especially important with respect to the access and exchange of confidential and/or commercially sensitive information. An MOU invariably also describes an exit plan; i.e. the process in which parties may abort proceedings at various stages of inquiry.
Formal due diligence and the gathering of detailed information begins here. The objective is to obtain robust evidence to ensure enterprise value exists and can be potentially drawn out from the airport’s future [improved] operations.
Amongst data exchanged and examined are all manner of technical, financial and legal information in accordance with the provisions of the MOU. They will study the airport’s facilities and systems, its organisation and human resources structures. There will also be analyses of contractual and commercial arrangements that are currently in place. The quality and presentation of data (i.e. consistency with accepted business best practice) play an important part in catalysing positive affinity towards the asset.
On the seller’s side, due diligence entails reviewing the potential investor’s financial standing, including its managerial and technical capacity to fulfil future expected obligations in the airport context.
The respective findings of the parties are exchanged and deliberated. For the public offeror, these are assessed for compliance against prevailing policy, legislative and regulatory mandates.
For the private investor, the information is checked for compliance against existing Board mandates. Non-compliances arising are further deliberated until revised mandates and/or approvals may be obtained.
As data are gathered and parties become more informed, the nitty-gritty starts and the plot thickens. If conditions at this stage appear tenable, the prospects for partnership will gain traction. Gradually, the fabric of a Public Private Partnership will take shape.
A satisfactory outcome from the above proceedings will lead to the drafting of a Concession Agreement, the next phase.
Phase 3 - Constructing the Mechanism
The foundations of a PPP are formed through the assembly and alignment of technical, contractual and financial variables associated with an asset and its future outlook. Abstract visions and expectations are massaged into solid financial and contractual form that aligns with technical realism.
There are many bundled obligations and various layers of sub-components to bind together. Counter-measures against inherent vulnerabilities need to be formulated.
This gets rather complicated for airports. There will be constraints imposed by each element, and will infringe on the respective interests of the parties. For instance, technical or regulatory requirements may demand capital commitments that are higher than original investor expectations. Borrowing regimes may be obstructive and workers’ unions require excessive pandering. Or contractual provisions may become too onerous, and timelines stretched, and so on.
Provisions are also made to respond to a changing world in the long-term; where established or understood regulations may be vulnerable to political and bureaucratic machinations and change. These risks need to be mitigated and provisions for adjustments and exit strategies need to be put in place.
During this phase, tolerances and compromises to entrenched interests are tested, reworked and assessed. Cohesiveness and the spirit of collaboration between parties must prevail to draw all variables and conflicting interests into balanced convergence.
From the above, a Concession Agreement is constructed. This is the point where serious semblance of a Public Private Partnership would begin to appear.
Phase 4 - Reaching Consensus
The Concession Agreement is a pivotal component that formally binds relevant contractual, technical and financial variables together to make the PPP pursuit work. It is a comprehensive document that instructs on the duties and obligations of the relevant parties within the PPP construction.
During this phase, the negotiating parties will jockey to establish a strong bargaining position.
Both parties will formally define their respective objectives for negotiation and parameters of acceptances.
The final aggregation of these elements is the result of repeated cycles of negotiation and deliberation where internal and external variables, persuasive and dissuasive, are all rationalised, to the best extent possible. They normally have to be passed by the Regulatory Authorities (Public Sector) and Executive Board (Private Sector) for formal approval.
Assuming the trajectory is positive, deal-making is completed when consensus is reached and the Concession Agreement signed. This is when Transaction Close is attained, and when the Public Private Partnership initiative becomes a reality.
The substance of the Concession Agreement will stipulate downstream parameters for the airport throughout the PPP concession period; design and construction requirements, and its future operational and management regime. Along with contractual provisions, financial arrangements are similarly aligned in sync. Its substance (or lack of) is pivotal to the success (or failure) of the entire PPP endeavour.
Further Reflections
This article paints an overly simplistic picture of an undeniably complex process. There is certainly much of the devil lurking in the detail.[5]
The four phases described in reaching Transaction Close do not necessarily play out as distinct sequential activities. Rather they merge from one-phase to another. Often, reversals and backtracking may arise. The path that eventually plays out may be rather contorted and protracted.
At the same time, airport development pursuits are characteristically substantial capital items and are operationally complex. Airports are also variously different from one to another in operational character and technical attributes. Their risk profiles are different. Pitfalls are many. Public Sector leveraging of SDG’s needs to be done with judgemental care as do the pacifying of excessive expectations on returns-on-investment. Standard textbook processes may be limiting in this context and may be an anathema to understood sensibilities.
As proceedings draw closer to Transaction Close, the dialogue tends to be increasingly dominated by financiers and lawyers. As part of a box-ticking process of elimination motivated by time-cost expediency, it is also convenient for technical aspects to be deemed resolved or “fixed” by this stage. This is when technical elements risk being prematurely marginalised. In an airport environment, interdependencies between technical, financial and contractual are inextricable. Any alienation of technical considerations can unwittingly permeate imbalances and performance vulnerabilities in the critical finalisation of the Concession Agreement. This is a compelling point in airport PPP’s.
Garnering cohesiveness and collaboration to advance the process towards multi-party convergence is therefore daunting. Data quality and the nuanced delivery of information matter. Shepherding parties, to commit resources towards a complex activity where the outcome depends upon the solidarity of others, requires a well rounded team, and insightful leadership.
Alas, our reality remains imperfect. And perfection tends to be a troublesome beast easily downtrodden by advocacies of distorted cost-consciousness and reckless quick-fixes. In an airport environment, ill-judged shortcuts taken in the name of expediency is indeed risky. Their results can be severely punishing.[6]
That being said, insightful and thorough scoping remains doable for a balanced and well calibrated Concession Agreement. With diligence and depth of care, a good Transaction Close for airports certainly remains a viable and worthy goal. I hope this article has offered some clarity in advancing your airport Private Public Partnership intentions or have triggered further thoughts on the subject. Will you leave questions or comments in the area below?
References and Suggested Reading[1] Throughout the article, the term “asset” refers primarily to airports, their related infrastructure and facilities. There may be overlapping generalities that may apply to other classes of assets. Notwithstanding, this article is to be read in the context of airports and their particular characteristics as a special facility that processes aircraft, people and cargo.[2] For simplicity, Transaction Close as used throughout this post shall mean to encompass both “Commercial Close” and “Financial Close”.[3] There are variations and different interpretations of this process. An alternative example by EPEC may be found here[4] In the context of this article, the term “investor(s)” may also refer to lender(s) to the transaction. Although this first phase of activity is usually driven by the Public Sector (seller), unsolicited Public Private Partnership proposals or those catalysed by the Private Sector do exist. They nevertheless invariably require the concurrence of the Public Sector in order to proceed.[5]Generalised (non-airport) details on Public Priave Partnerships may be gleaned from the World Bank PPP Reference Guide[6] How Berlin’s Futuristic Airport Became a $6 Billion Embarrassment
Figure is by author
Image credit: Vitor Azevedo
