PPP Commercial Structuring Training Course
Structure, negotiate and review PPP contracts with confidence, covering risk allocation, payment mechanisms and termination provisions that hold up.
5 Days
Duration
Certificate
Included
Instructor-Led
Delivery
Intermediate
Level
PPP Commercial Structuring Training Course
Starting From
$750
per participant
Flexible Delivery
In-Person, Live Online
Language
English
Dedicated Support
Pre & post training
Course Overview
This five-day programme covers the commercial and contractual architecture of a PPP, including risk allocation, payment mechanisms, step-in rights, termination and the procurement process that carries a transaction to signature.
Introduction
A PPP lives or dies on how well its commercial and contractual structure allocates risk between government and private partner. Get it wrong and the deal either fails to attract financing at all, or it reaches financial close carrying a payment mechanism, termination clause or change-in-law provision that generates disputes for the life of the concession. Renegotiations and terminated contracts across African PPP markets can almost always be traced back to a commercial structure that was signed before it was properly stress-tested.
This course equips participants to structure, negotiate and review the commercial terms of a PPP, from risk allocation and payment mechanisms to step-in rights and termination provisions, drawing on real transaction patterns from across African infrastructure markets. Through a live case study and negotiation simulation, participants leave able to read a draft PPP contract with a lender's or a government negotiator's eye, and to spot the clause that will cause a problem long before it does.
Learning Objectives
By the end of this course, participants will be able to:
- Explain the commercial logic behind BOT, BOOT and DBFOT PPP structures.
- Construct a risk allocation matrix across construction, demand, operating and political risk.
- Design payment mechanisms, including availability payments and demand-based structures.
- Evaluate performance-based deduction regimes and their effect on bankability.
- Draft and negotiate step-in rights and direct agreement provisions for lenders.
- Assess termination provisions and compensation on termination across default, force majeure and optional termination.
- Apply change-in-law provisions to protect both government and private partner interests.
- Navigate PPP procurement processes, including competitive dialogue and unsolicited proposals.
- Negotiate a heads of terms for a live PPP case study transaction.
Who Should Attend
This course is designed for:
- PPP unit officials and government transaction teams
- Legal advisers structuring or reviewing PPP contracts
- Infrastructure developers and concessionaires
- Project finance and lender teams assessing PPP bankability
- Advisory and consulting professionals supporting PPP procurement
- Regulators and contracting authorities overseeing PPP delivery
- Risk management professionals assessing PPP contractual exposure
- Development partners and donor agencies supporting PPP programmes
Training Methodology
This programme is delivered through structured expert input, practical contract clause reviews, risk allocation workshops and facilitated group discussions. Learning is reinforced through a negotiation simulation built around a live PPP case study, drawing on transaction structures and negotiation practices from infrastructure projects across African PPP markets.
Organizational Impact
This training strengthens organisational capability to:
- Faster, more confident review of PPP contracts and procurement documents.
- Reduced risk of structuring a PPP that fails to reach financial close.
- Stronger negotiating position with concessionaires, lenders and legal advisers.
- Improved consistency in risk allocation across a portfolio of PPP transactions.
- Reduced likelihood of disputes arising from poorly drafted termination provisions.
- Better-prepared teams entering competitive dialogue or negotiation processes.
- Stronger institutional capacity to run a credible PPP procurement process.
- Improved relationships with development partners supporting PPP programmes.
- Reduced dependence on external consultants for routine contract structuring decisions.
Personal Impact
Participants will gain the knowledge and practical skills to:
- Build confidence reading and negotiating PPP contract clauses.
- Strengthen judgement on what risk allocation is fair, bankable and defensible.
- Improve credibility in cross-functional negotiations between government, lenders and sponsors.
- Gain a transferable framework for structuring any long-term contractual partnership.
- Sharpen negotiation skills through a realistic simulation exercise.
- Improve career mobility across PPP units, advisory firms and infrastructure companies.
- Build a professional network of peers working on PPP transactions across Africa.
- Reduce reliance on external legal advisers for a first-pass contract review.
- Strengthen ability to spot unbankable or one-sided contract terms early.
Course Outline
- Understanding public-private partnerships and their strategic purpose
- PPP delivery models: BOT, BOOT, DBFOT, concessions and availability-based structures
- Selecting the appropriate PPP model for different infrastructure projects
- Key stakeholders and their commercial objectives
- The PPP lifecycle from project identification to contract expiry
- The African PPP policy, regulatory and institutional landscape
- Introduction to the case study transaction
Practical session: Analyse the case study and map the commercial objectives and responsibilities of each stakeholder.
- Principles of effective risk allocation in PPPs
- Construction, completion and commissioning risks
- Demand, revenue and market risks
- Operational, maintenance and lifecycle risks
- Political, regulatory, environmental and force majeure risks
- Developing and evaluating a PPP risk allocation matrix
- Balancing commercial incentives with lender requirements
Practical session: Develop a comprehensive risk allocation matrix for the case study project.
- Availability payment models and their commercial implications
- User-pay, demand-based and toll revenue mechanisms
- Hybrid payment structures in African PPP transactions
- Performance measurement and deduction regimes
- Designing practical and enforceable key performance indicators (KPIs)
- Aligning payment mechanisms with project bankability
- Managing long-term contract performance
Practical session: Design a payment mechanism and performance framework for the case study project.
- Lender step-in rights and direct agreements
- Termination events and compensation mechanisms
- Change-in-law provisions and contractual risk sharing
- Refinancing, contract amendments and renegotiation
- Dispute avoidance, mediation and arbitration mechanisms
- Reviewing key commercial clauses from PPP agreements
- Negotiation strategies for complex PPP contracts
Practical session: Negotiate lender protections, termination provisions and compensation arrangements for the case study project.
- PPP procurement approaches and bid evaluation
- Managing negotiations from preferred bidder to financial close
- Aligning commercial terms with financing requirements
- Common negotiation challenges between governments, sponsors and lenders
- Lessons from successful, renegotiated and terminated African PPP projects
- Best practices for achieving commercially sustainable PPP agreements
- Final integrated case study negotiation and presentation
Practical session: Negotiate and present a complete heads of terms agreement for the case study transaction.
Certification
At Strategic Revenue Africa, our certification goes beyond proof of attendance—it represents practical competence and measurable capability. Upon successful completion of our training programs, participants are awarded a Certificate of Completion from Strategic Revenue Africa, recognizing their ability to apply acquired knowledge in real-world settings. As an organization focused on architecting sustainable revenue and strengthening organizational performance, our certifications signal that participants are equipped with skills that drive results, not just theory.
Programme Inclusions
- Course materials & workbook
- Certificate of completion
- Post-training support (6 months)
Prerequisites
No legal background is required, though familiarity with basic contract and finance concepts is useful. The course suits both first time and experienced PPP practitioners.
Schedule & Investment
Upcoming Dates & Fees
Accommodation & Transfer
Accommodation and airport transfer are arranged upon request. Contact the Training Officer to reserve.
Payment
Transfer payment to the Strategic Revenue Africa account before the course starts. Send proof of payment to:
[email protected]Course Fee Includes
- Course tuition & training materials
- Two break refreshments and lunch
- Certificate of completion
- Post-training support (6 months)
Travel, visa, insurance and personal expenses are the participant's responsibility.
Frequently Asked Questions
About PPP Commercial Structuring Training Course
No, though legal advisers attend regularly. The course is built for anyone involved in structuring or negotiating PPP commercial terms, not only lawyers.
The frameworks apply across sectors. The case study uses an energy sector concession, and participants are encouraged to bring examples from their own sector.
This course covers the contractual and risk allocation framework of a PPP, while PPP Financial Modelling covers how that structure is translated into a bankable financial model. The two are complementary.
Yes, mixed cohorts are common and often strengthen the negotiation simulation, since both perspectives are represented in the room.
Yes, dispute resolution mechanisms and lessons from renegotiated or terminated contracts are covered on Day 4 and Day 5.
Yes, available in-person, live online, or in-house, with the case study adaptable to a live procurement subject to appropriate confidentiality safeguards.
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$750