Local and state governments are increasingly turning to public private partnerships to generate alternative revenue sources. To the casual observer, P3 transactions may appear to be a new concept. At Buchanan Ingersoll & Rooney, however, we have been representing public and private parties in these types of transactions for many years.

As evidenced by the representative transactions below, Buchanan has successfully drawn upon key, experienced professionals from our transactional and government affairs groups to assist clients in transactions between the public and private sectors. In the course of our representation, we learned that both sides share a common need – cost-effective, strategic advice with respect to deal structure, financing, expectation management and engagement of key political and social leaders. Based on our experience, we are able to partner our clients with a tailored package of advisors who possess the special ability to give sound, practical legal advice that accounts for the political and social sensitivities that so often accompany these undertakings.  

Our P3 group has the experience necessary to assist in every facet of a P3 transaction. We are confident that we can provide timely, cost-efficient services as you bring your project to fruition.
 
Our Experience

Transactional – The attorneys from our real estate, financial institutions and governmental contracting groups have counseled public entities in the sale, lease and financing of government assets to private parties, and vice versa. We represent municipalities, local and state authorities and federal agencies in financings, real estate acquisitions and construction projects. In addition, our private clients actively seek our advice with respect to government contracting and projects involving acquisition of public property or funds. With a broad range of relevant experience, our transaction attorneys are well equipped to navigate the dynamic landscape of every P3 transaction.

Government Affairs – Our Federal and Pennsylvania Government Relations Groups are engaged at all levels of government and are recognized as leaders in their fields. We are prepared to identify the key political considerations in each P3 transaction and then develop and implement an action plan to ensure that these considerations are addressed. As part of this process, our professionals are equipped to quickly and efficiently move our clients' projects through the government while building public support for the transaction.

At the federal level, our professionals include a former chair and a former chief tax counsel of the Committee on Ways and Means of the United States House of Representatives; the former chief economist and senior advisor to the former chair of the House Committee on Ways and Means; a former staff director of the United States House Committee on the Budget; former chiefs of staff to both Republican and Democratic members of the House and Senate; a former special assistant to the administrator of the Centers for Medicare and Medicaid Services; and several former high-ranking military officials.

In our state government affairs practice, our professionals include former members of the Pennsylvania General Assembly, former members of the governor's Cabinet and staff, the former chairman of the Pennsylvania Public Utilities Commission and former high-ranking Pennsylvania General Assembly staffers.

Representative Transactions

• Representation of an international investment bank engaged by the City of Harrisburg and Harrisburg Parking Authority as financial advisor for a long-term lease of the Harrisburg Parking Authority's parking assets. Buchanan's professionals touched all phases of the transaction, from assisting its client and counsel to the City and Parking Authority in the drafting of the documents for the pre-bid and bid phases of the transaction to negotiating and drafting the concession lease agreement and operating agreement. Professionals from our tax and antitrust groups also negotiated with the County Dauphin regarding certain land transfer and property tax issues and the Office of the Attorney General on antitrust issues related to the transaction. Throughout this project, Buchanan demonstrated that a cross-dimensional approach to a P3 transaction does not translate into higher fees and costs, but does translate into increased value to its client and the clients it serves.
• Representation of the Public Parking Authority of Pittsburgh with respect to the long-term lease of the Authority's parking assets. As long-standing solicitor to the Authority, Buchanan has assisted the Authority in all "behind the scenes" work related to this project, including advising the Authority with respect to transaction form and timelines, preparation of RFPs for the selection of advisors, negotiation and drafting of agreements with financial advisors, infrastructure analysts and third-party vendors, addressing bidding issues related thereto and the continued preparation of the necessary agreements to close the lease. Buchanan's deep knowledge of municipal law and public authorities has been critical in moving this deal forward. Finally, this experience uniquely qualifies Buchanan in that it has provided its professionals with an understanding of the policy concerns that political leaders face in pursuing P3 opportunities.
• Representation of an international financial management service in its bid to lease the Pennsylvania Turnpike. Our client relied on our government affairs professionals to accurately assess the political landscape associated with the transaction and make recommendations regarding the feasibility of the investment. As is often required in a P3 transaction, our government affairs group integrated seamlessly with our transactional group when legal, political and social issues overlap.
• Representation of Pittsburgh's Sports & Exhibition Authority in the negotiation of the lease by private entities of the SEA's property for the development and construction of a $290 million multi-purpose arena, which will be the new home of the NHL Pittsburgh Penguins. Buchanan's attorneys demonstrated multi-disciplinary teamwork in crossing complex financing and social hurdles that threatened to jeopardize the transaction.
• Representation of the Pittsburgh Steelers in the leasing of real estate from a public entity for the construction of Heinz Field. Our professionals displayed cost-effective leadership and creativity in bringing this transaction to a close. In addition, our real estate group negotiated agreements that satisfied both sides, which is the hallmark of excellent lawyering.
• Representation of the City of Indio, California in the analysis of whether to sell or lease its public water system to a private water company. Constrained by applicable California law in its ability to transfer money from enterprise funds to its general fund, and unable to raise taxes as a result of similar California law restraints, the City was seeking to monetize its ownership of its municipal water system through a multi-million dollar sale or lease. Buchanan’s attorneys prepared the RFP, analyzed competing proposals, drafted the sales agreement and lease, prepared the relevant resolutions authorizing the sale or lease, and advised the City on the appropriate legal procedure for accomplishing its goal.
• Representation of the City of Carlsbad, California in a P3 transaction with Poseidon Resources Corporation. Poseidon approached the City of Carlsbad about building a 50 million gallons per day desalination facility, the largest in the Western Hemisphere, on a power plant site located in the City’s redevelopment area. Poseidon leased the site, and agreed to build, own and operate the facility at a total cost of approximately $650 million. The City, in turn, agreed to purchase all of its water, up to 25 million gallons per day, from the facility, and to provide assistance in obtaining other water purchasers, to serve as the lead agency under the California Environmental Quality Act, and to seek applicable subsidies from the Metropolitan Water District of Southern California and the San Diego County Water Authority. Buchanan’s attorneys, among other things, prepared the water purchase agreement, which included a creative approach by which the City would not pay any more for water from Poseidon than it would have from its municipal wholesale supplier, drafted the development agreement for the power plant site, assisted with preparation of the wheeling agreement and negotiated with Metropolitan Water District over the terms of the subsidy agreement. The desalination plant is expected to become operational in 2012.