A lawyer from MIGA digs into PPPs

“If all parties understood the other’s vantage point,” says the recently CP3P certified Francis Chukwu, “more deals would happen—facilitating more investment, and more successfully executed projects.”
 
Francis Chukwu had a distinguished career as an international project finance lawyer in Lagos, Nigeria, (with Aluko & Oyebode) and then in Paris, France, (with Clifford Chance) advising mostly equity investors and lenders before joining the World Bank Group’s Multilateral Investment Guarantee Agency (MIGA) in 2016. He was offered the chance to become CP3P certified through the APMG PPP Certification Program, and when he took the first Foundation-level exam he thought he could just go in and pass. Not so.

He retook the test and found the program so “useful and illuminating” he went on to complete all three levels (Foundation, Preparation, and Execution)—his thoroughly marked up study material is proof of the long hours he put in over two years during his work commute, weekends, and even holidays. He says the effort was well worth it: “This completes, for me, the picture how the PPP process functions in the project finance universe.”

We sat down with Francis to learn more about the process and why he recommends that anyone involved in the “PPP triangle” get certified.

Why did you complete the PPP certification program?

I thought there was something missing from my approach to project finance even though I have been involved in a lot of transactions. I took the course for my professional development, to do my job better, and so I could advise and engage more effectively with counterparties.

This was so engaging to me, I could immediately relate to the sample deals in the APMG study guide because I have been there in real-life projects and had to deal with the same or similar issues discussed in those examples—from reviewing tender offers and preparing/reviewing bid bonds, to preparing and negotiating project and financing documents for commercial or financial close.

Even issues not immediately obvious to your typical project finance lawyer come to light, such as effective communication and liaising with the government PPP unit, prospective investors, and potentially affected host communities. I still remember one of my first exposures to the importance of this early on in my career while I was working on a toll road PPP in Nigeria where the government was sued for a wide range of issues arising from compulsory acquisition of private properties for the toll road PPP. One needs to pay attention to these details from the initial planning of the PPP or the project might be upended.

What are the main things you learned?

The course gives a very good view of the government’s perspective, while not ignoring the view from the private sector. Being “on the same page” allows you to negotiate more effectively. Many proposed projects do not see the light of day or struggle to take off because parties can’t reach a deal or make a deal that fails to take into account these critical factors. If all parties understood the other’s vantage point, more deals would happen—facilitating more investment, and more successfully executed projects. The course really gave me such a holistic and global view.

Now I understand better where to look for sample deals, how to approach negotiations, and how to package and manage project finance contracts—not only from the investors’ and financiers’ view, but also from that of the government.

Knowing what you know now, how would you have done your job differently when you worked outside of MIGA?

If I were to go back to private practice now and be at the negotiating table to structure or negotiate a PPP/project finance deal, I have a more complete understanding and appreciation of how PPPs and project finance work from the financial, legal, multilateral, and government perspectives. I’d be a better negotiator and a better “closer”.

When I was a lawyer in the private sector for investors/financiers, the overriding philosophy was summed up through the term: “follow the money”. This often entailed ensuring your client’s interests were concretely secured and being less bothered by the concerns of the (especially government) counterparty. Now I am better able to say, “I hear you” and to negotiate and close deals that are balanced for all parties.

Who do you think should take the course and why?

This is very relevant not only for lawyers and other advisors working in cross-border finance but also for multilateral institutions in the quest to get the private sector to step in and fill the gap in financing. PPPs are valuable tools for getting governments and the private sector engaged in mutually beneficial relationships for development.  

Going further, I would say it’s for anyone involved in the PPP triangle: government officials and their advisors; lawyers and bankers working in international finance (especially project finance); and international financial sector analysts and other advisors. I cannot over-emphasize its importance and relevance to anyone interested in or working on any of the World Bank Group’s PPP advisory services or guarantee products and indeed anyone working to maximize finance for development.

Now what?

When I completed the last test in November I heaved a sigh of relief. The material was very voluminous. Project procurement is often one of the key issues examined in the course of MIGA’s project approval processes, so the gains I earned in this certification come in handy. I am now better able to analyze the procurement process from a legal perspective and provide my advice accordingly in our underwriting process. I am also able to more quickly determine when to approach local counsel and what questions to pose for answers on local law on project procurement issues.

This certification gives me not only the CP3P credential but actually makes me a better lawyer. In practice, I use this information in my day-to-day transactions, and I can draw on it anytime to do a deal. Whatever I do going forward, I take this knowledge with me.

* The  APMG PPP Certification Program is an innovation of the  Asian Development Bank (ADB), the  European Bank for Reconstruction and Development (EBRD), the  Inter-American Development Bank (IDB), the  Islamic Development Bank (IsDB), the  Multilateral Investment Fund (MIF), and the  World Bank Group (WBG), with financial support from the  Public-Private Infrastructure Advisory Facility (PPIAF). The program is based on the  PPP Certification Guide, a comprehensive body of knowledge that presents agreed-upon definitions, concepts, and best practices on PPPs with a global perspective.

 

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