Public-Private Partnerships

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In a climate where federal agencies, state and local governments, and private sector entities seek innovative collaboration, public-private partnerships (P3) offer an alternative, allowing the public sector to tap into private sector capital, knowledge, and resources to achieve their goals. Dickinson Wright’s finance, taxation, higher education, nonprofit, and intellectual property practices integrate practical legal experience with a profound understanding of government operations, legislative processes, and political dynamics. We leverage this holistic insight to guide our clients through the complexities of P3 issues, whether they are government agencies embarking on collaborative projects or private entities seeking to partner with the public sector.

Our P3 attorneys assist public agencies in selecting the most suitable delivery method for proposed projects, with a focus on determining if a traditional P3 model is the optimal choice or if certain variations are warranted. Once an ideal P3 structure is designed, our team, in collaboration with technical and financial advisory consultants, efficiently executes transactions. We draft state-of-the-art project agreements, requests for qualifications, and proposals, leveraging a successful track record in P3 project procurement and implementation. Additionally, we represent financial institutions in P3 lending, placement, and investment banking transactions.

Our Team

Our P3 attorneys collaborate with various stakeholders, including investors, lenders, developers, and nonprofit organizations, addressing the multifaceted aspects of P3 and other infrastructure projects. Success in P3 ventures requires not only a grasp of legal intricacies but also an understanding of the strategic negotiations, corporate structuring and governance, and interests of all involved parties. Our practitioners possess a nuanced comprehension of the financial, regulatory, and policy landscapes that govern P3 initiatives.

We have advised on complex projects, spanning roads, bridges, hospitals, and recreational facilities, including sports arenas and stadiums, public buildings, university housing, and parking facilities, as well as transportation, energy, utility, and communications projects. Our expansive industry knowledge and experience position us well to ensure on-time, on-budget delivery of infrastructure projects.

Our Services

Dickinson Wright’s P3 practice caters to a diverse clientele, including government entities, universities, private sector stakeholders, and various industries. We work closely with our clients throughout the entire project lifecycle and advise on design, building, financing, operations, regulatory compliance, and dispute resolution. No matter the transaction structure, our multi-disciplinary team has the skills and experience needed to provide the valued guidance that contributes to the ultimate success of a P3 project. We excel in providing legal advice across a broad spectrum of projects, including:

Transportation and Infrastructure: Counsel on projects involving transportation facilities, public transit systems, and public utilities.
Higher Education Infrastructure: Tailored solutions for university housing, parking facilities, university sports and recreation facilities, and other higher education projects.
Healthcare Facilities: Legal navigation for hospital and healthcare infrastructure projects.
Social Impact Initiatives: Counsel for socially sensitive projects like social housing and community-focused facilities.
Environmental Projects: Navigating regulatory frameworks for water treatment, sewage, and pollution control facilities.
Gaming and Entertainment Facilities: Legal guidance on casino and gaming facilities, sports venues, and convention facilities.
Procurement Process Management: Advice on creating and implementing procurement processes, ensuring compliance with relevant laws.
Public Finance Insight: Assistance with project and public finance, including complex financings for various entities.
Debt and Equity Transactions: Guidance for debt providers and equity investors on well-structured financial arrangements.
Regulatory Compliance: Counseling on real estate, environmental assessments, and compliance issues.
Intellectual Property (IP): Seamlessly integrating IP considerations into the broader legal landscape of public-private partnerships, including research and development collaborations, from negotiation to dispute resolution, to safeguard and leverage intellectual property assets effectively.
Taxation: Clients receive informed guidance on tax implications, enabling them to make well-informed decisions, mitigate risks, and maximize benefits within the unique landscape of tax-related public-private partnerships.
Dispute Resolution: Handling claims and disputes through alternative dispute resolution (ADR) and litigation.

Sensible Fee Arrangements

Recognizing the complexity and unpredictability of infrastructure and P3 transactions, we offer sensible fee arrangements that reflect our commitment to sharing the risks and rewards of our client’s transactions. Tailoring our fee structures to the unique circumstances of each project, we align our interests with our clients.

Representative Experience

• Texas Tech University South End Zone and Football Training Facility: Counsel to Red Raider Facilities Foundation, Inc., a nonprofit entity, including formation and governance, formed for the purposes of privately developing a renovation of the sound end zone of the university football stadium and corresponding football training facility (the “SEZ/FTF”). Dickinson Wright participated directly in the structuring, operation, financing, and construction of the SEZ/FTF. Utilizing a unique form of P3 structuring and governance, the project utilized a significant ground lease and right-to-purchase framework. Dickinson Wright worked with university counsel and the athletics department to coordinate the project with athletic operations, design and build, and the tax-exempt bond financing used in addition to significant university donations.

• Eastern Michigan University’s Campus Student Housing System P3: Counsel to Eastern Michigan University from inception through developer selection to financial close for a public private partnership to construct, renovate, finance and operate the University’s on-campus student housing system. Dickinson Wright was responsible for drafting and negotiating (i) a lease agreement between the University and the nonprofit special purpose entity created to ground lease the student housing system, (ii) a development agreement between the University and the developer for the construction and renovation of improvements to the student housing system and (iii) a property management agreement among the University, the lessee and developer for the management of the student housing system. The project costs were financed with tax-exempt bond financing through the issuance of $212,210,000 Public Finance Authority Project Revenue Bonds (CFP3 – Eastern Michigan University Student Housing Project), Series 2022A.

• Eastern Michigan University’s Campus Parking System P3: Counsel to Eastern Michigan University from inception through developer selection to financial close for a $55,000,000 monetization of the university’s campus parking system through a concession agreement between the University and the concessionaire. Dickinson Wright was responsible for drafting the concession agreement and representing the university in the transaction. Dickinson Wright attorneys worked with the university management team and its financial advisor through the RFP process, the selection of parking concessionaire/operator, the negotiation of the concession agreement and the operating standards for the parking system, and the tax-exempt bond financing that provided the concessionaire’s source of funds for the financial close.

• Eastern Michigan University’s Campus Utility System P3: Counsel to Eastern Michigan University in connection with the negotiation of a concession agreement with a private operator for a long term public private partnership for the operation and maintenance of the University’s utility system, including (i) electricity, (ii) steam and condensate and heated hot water, (iii) domestic water, and (iv) chilled water, and the related utility system assets.

• Counsel to Corvias Campus Living for Wayne State University Student Housing: Counsel to Corvias Campus Living—WSU, LLC (Corvias) in connection with the negotiation and development of a Service Concession Agreement for the Operation and Management of Student Housing between the Board of Governors of Wayne State University and Corvias. In our capacity as Michigan counsel, we rendered advice to Corvias with respect to structuring the transaction to comply with Michigan law, and rendered legal opinions required for the financial closing. We assisted with a wide range of Michigan legal issues, including matters of construction law, labor law, municipal law, and property tax law.

• Development Agreement and Stadium Lease for a Major League Soccer Franchise in Nashville, TN: Counsel to The Sports Authority of the Metropolitan Government of Nashville and Davidson County (Sports Authority) in connection with the drafting and negotiation of a Development Agreement and Stadium Lease between the Sports Authority and a private entity created to own and operate the Major League Soccer (MLS) franchise awarded to the City of Nashville, Tennessee (MLS Team). The Development Agreement sets forth the terms, obligations, and conditions for the construction of a new MLS soccer stadium and the contributions and duties of the Sports Authority and the MLS Team to finance and manage the construction. The Stadium Lease sets forth the terms and conditions for the lease, management, maintenance, and operation of the stadium between the Sports Authority, as lessor, and the MLS Team, as lessee.

• Bond Counsel to the Michigan Strategic Fund for the Construction of Little Caesars Arena, Detroit, Michigan: Bond counsel to the Michigan Strategic Fund in connection with the issuance of $450 million of bonds to finance the construction of the Little Caesars Arena in 2014 in a public-private partnership that required contributions from the State of Michigan, the City of Detroit Downtown Development Authority and Olympia Development of Michigan. This was a complex financing involving the capture of certain tax increment revenues derived from both local property taxes and state school taxes levied in the downtown Detroit district to support tax-exempt bonds and the pledge of concession payments to be paid by an entity controlled by Olympia Development of Michigan, as concessionaire of the arena, to support taxable bonds.

• Counsel to Palace Sports & Entertainment for the Expansion of Little Caesars Arena: Counsel to Palace Sports & Entertainment in 2017 in connection with an expansion of the Little Caesars Arena development to include the relocation of the Detroit Pistons to the new arena as a sub-concessionaire of Olympia Development of Michigan. The relocation of the Detroit Pistons required negotiation of a restructuring of the public-private partnership arrangement, modifications to the arena development plan, and additional bond financing by the City of Detroit Downtown Development Authority.

• Oakland University’s Installation of “Green” Central Heating Plant: Counsel to Oakland University in connection with its acquisition and installation of a new “green” central heating plant for the university’s main campus. We represented Oakland University as its counsel in connection with discussions with the energy services provider and as bond counsel in connection with the issuance of certificates of participation secured by contract payments to be made by the university to the equipment provider. The structure of the certificates of participation was unique and represented one of the earliest P3-type financings in Michigan involving a public university.

• Comerica Park/Ford Field: Counsel to the Downtown Development Authority of the City of Detroit in connection with the acquisition and development of Comerica Park, a professional baseball stadium for use by the Detroit Tigers, and Ford Field, a professional football stadium for use by the Detroit Lions, in Detroit, Michigan, USA.

• MGM Grand Casino/Hotel: Counsel to MGM Resorts International in connection with the development, acquisition, and construction of the MGM Grand Detroit Casino and Hotel in Detroit, Michigan, USA.

• City of Mesa Cubs’ Spring Training Facilities: Counsel to the City of Mesa, the largest suburban community in the United States, in connection with the development, design, construction, and operation of the $84 million Chicago Cubs’ Spring Training Facility and Stadium. We also revised and integrated all of the City’s construction and architectural agreements and procurement procedures, including the incorporation of alternative project delivery and contracting concepts.

• Public-Private Development/Infrastructure Transactions: Counsel to both public and private sector clients in connection with numerous public-private partnerships for integrated private development/public infrastructure projects in Arizona and Colorado utilizing a variety of transaction structures, including transactions involving economic development and incentive agreements, sales tax reimbursement agreements, government property lease excise tax (GPLET) structures, environmental remediation agreements, and public infrastructure construction agreements. Notable transactions include the expansion of Scottsdale Fashion Square (the largest enclosed mall in Arizona and one of the largest facilities of its kind in the United States) and development plans for the remainder of the “Scottsdale Waterfront” area in Scottsdale, Arizona; retail development projects in Broomfield, Superior and Aurora, Colorado; and the Spur Cross Ranch Conservation Area project in Cave Creek, Arizona.

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