CMS_LawTax_CMYK_ eps. Healthcare

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1 CMS_LawTax_CMYK_ eps Healthcare 2015

2 We are delighted to present our experience in the healthcare sector. We have drawn on the expertise of our Infrastructure and Project Finance Group to demonstrate our ability to provide both local, and (if required) international expertise in each of the markets in which we operate. We have more lawyers in Europe than any of our competitors, and a fastgrowing, dynamic international presence. As a market leading group in the healthcare sector, CMS s experience extends from the procurement phase, through public works programmes, private sector finance and ongoing operational advice to mergers and acquisitions. Our lawyers have been involved at the cutting edge of developments in the sector: in primary markets, our award winning team has considerable experience advising all parties: contracting authorities, sponsors, sub-contractors and lenders on both PPP projects and long term concession contracts; in secondary markets, CMS boasts an extremely strong track record, together with extensive experience of liaising with our colleagues across Europe on complex projects: both crossborder transactions and portfolio deals. We remain optimistic about the future of the infrastructure industry, both across Europe and beyond. The scale of investment requirements is great, though of course the institutional, financial and legal framework within different jurisdictions has a significant bearing on each local market and investment climate. Whatever the scale and wherever the location of your project, with 59 offices in 33 different jurisdictions, CMS is ideally placed to provide commercially relevant legal advice. CMS was established in 1999 and today comprises 800 partners and over 3,000 lawyers. CMS is headquartered in Frankfurt, Germany. 2 Healthcare

3 Investment structure - Nature of project vehicle - Corporate governance and deadlock - Pre-emption rights Exit strategy - Secondary markets transactions - Due diligence and transaction structuring - Share and asset sales Project regulation - Procurement rules and procedures - Real estate and title due diligence - Planning - Environment Using our experience to resolve your issues Disputes - Dispute resolution - Mediation and settlement - Arbitration and litigation Funding projects - Identifying the right funding solution - Inter-creditor arrangements - Credit support Operational issues - Payment mechanism and performance regime - Lifecycle and major maintenance - Benchmarking and market testing - Termination and compensation Construction issues - Design and defects liability - Delay and liquidated damages - Termination and compensation - Performance security 3

4 Healthcare Austria PPP privatisation of four rehabilitation centres at Baden, Badgastein, Bad Hall and Bad Schallerbach Advising an insurance company on the privatisation (using a PPP structure) of four rehabilitation centres. PPP NRZ Rosenhügel Hospital privatisation Advising an insurance company on the bidding process for the privatisation (using a PPP structure) of NRZ Rosenhügel Hospital. Bosnia and Herzegovina Medical Centres Advising on a PPP project to establish three medical care (haemodialysis) centres in Bosnia and Herzegovina. PPP-development of the Slatina hospital Acting as procurement related advisor for the Austrian hospital developer GSM in various matters, including on a PPP project for the development of the hospital Slatina in Banja Luca, Bosnia and Herzegovina. Canada McGill Hospital Advising Innisfree in relation to the McGill Hospital P3 project in Montreal, Canada. Czech Republic Central Military Hospital Hotel PPP Advising on the financing of dormitories for patients at the Central Military Hospital. France Accommodation for the elderly in Harcourt PPP Advising the lender of the PPP consortium tasked with the design, redevelopment, reconstruction and maintenance of accommodation for the elderly in a care facility in Harcourt. Valued at 40 million. Lyon Faculty of Medicine PPP Advising sponsors and lenders on financing, design, construction, maintenance and operations for a faculty of medicine. Hospital Centre PPP, Alès Advising a bank in respect of the PPP project for a Hospital Centre in Alès. Hospital PPP, Dijon Advising a bank on the lease financing arrangement for a hospital facility in Dijon. Paris hospital service, Draveil site, PPP Advising a construction company relating to the financing, design, construction, and operation of facilities for long-term care, valued at 50 million. 4 Healthcare

5 Paris hospital service, Pitié-Salpêtrière site, PPP Advising the winning consortium, led by Bouygues Bâtiment, on a contract for the financing, design, construction and maintenance of endocrinology facilities, valued at around 50 million. Germany Clinic centres in Leipzig Advising a consortium on the project financing of a new state and university healthcare clinic. The project was successfully completed in Klinikum Stadt Soest ggmbh (hospital in the town of Soest) Financing the construction of a new wing of the hospital and restructuring the hospital s finance arrangements, including the establishment of a service company. North German clinic complex Providing procurement law advice to a bank which was planning to provide finance in connection with a PPP project for a north German clinic complex. The project was to encompass planning, construction, facility management and financing services. Estimated project value of 200 million. Particle Therapy Centre Rhein-Maas Advising a consortium in prequalification for a DBFO project for a university hospital facility. Proton Therapy Centre Essen Advising STRABAG on the restructuring of the PPP West-German Proton Therapy Centre in Essen. Soest clinic Advising the Soest clinic on a PPP project for two newly built hospital multi-disciplinary optional service wards, physical therapy centres and rehabilitation centres. University of Cologne Clinic Complex Advising a consortium of banks on guarantee obligations and on state aid regulations in connection with a PPP project for the construction of a new clinic at the University of Cologne. India Shillong Hospital and Medical College PPP Project Advising IFC in relation to all aspects of the procurement of the Shillong hospital and medical college PPP project in India. The Netherlands Healthcare Facility, Zutphen Advising a Dutch healthcare institute on the construction of a healthcare facility and integrated apartments for the elderly in the eastern Netherlands. Spain Constructora San José Advising Constructora San José in relation to a tender for the building and operation of nine hospital concessions in Madrid, Castilla-León and Baleares. Parpublica (Participaçoes Públicas, SGPS, S.A) Advising on the possible modifications to the Portuguese legal regime regarding public tenders for healthcare PPPs. Switzerland Rehabilitation Centres Advising on the PPP privatisation of four rehabilitation centres in Switzerland, with a combined value of approximately 32 million. 5

6 United Kingdom Primary Addenbrooke s Hospital Biomass Combined Heat and Power Energy Centre Advising Aviva as investor (alongside the Green Investment Bank) in relation to a new 36 million biomass combined heat and power energy centre for Cambridge University Hospitals NHS Foundation Trust at Addenbrooke s Hospital. Alder Hey Children s Hospital PFI Advising the John Laing/Laing O Rourke/Interserve consortium in relation to the new 270 bed 170 million Alder Hey Children s Health Park PFI Hospital project. Bedfordshire and Hertfordshire IST Centre Advising Clinicenta on a scheme for the construction of a new independent treatment centre in Lister, Hertfordshire and the provision of clinical care to NHS patients. Carlisle Hospital PFI Refinancing Advising on the rescue refinancing of the Carlisle Hospitals PFI project by taking out an existing wrapped bond with bank debt. Central Nottingham Hospitals plc Advising the funder, FSA, on the Central Nottingham Hospitals PFI project. Ealing Care Homes Advising the local authority on the Ealing Care Homes PFI project for the refurbishment and redevelopment of five care homes. Forth Valley Hospital PFI Advising the funding group (HBoS and EIB) to the John Laing/CBA consortium on the 330 million Forth Valley Hospital, Scotland s largest health PFI project. Greenwich Care Homes Advising Dexia as lender to the Kier and Shaftesbury Homes consortium in respect of three care homes. This was the first care homes PFI project to close. Greenwich NHS PFI Advising Innisfree as an independent equity provider to the project company in relation to project due diligence. Hairmyres NHS PFI Advising a third party equity investor in legal aspects of design, construction, finance, operation and maintenance for the provision of services under the PFI and thereafter NHS Trust project financing. Hereford NHS Trust PFI Advising on the equity funding for the Hereford NHS Trust PFI project. Kingston Hospital NHS Trust Advising the funder on the redevelopment of Kingston Hospital. Leicester Pathway NHS PFI Advising Laing/Serco on their successful bid for the provision of new hospitals for Leicester University Hospitals NHS Trust. Newcastle Hospitals PFI Project Advising XL Capital, EIB and RBC as funders on the Newcastle Hospitals PFI Project. 6 Healthcare

7 North Staffordshire Hospital Advising HSBC as lead manager, MBIA as the monoline insurer and EIB as co-funder in relation to this PFI hospital project where the Equion/Sodexo consortium was appointed as preferred bidder. Oxford Radcliffe Hospital Advising the funder, RBS, on the 130 million Oxford Radcliffe Hospital PFI project. Papworth Hospital PFI Advising Skanska in relation to the 165 million Papworth Hospital PFI project. Pembury Hospital Advising HBoS and Heleba as funders to the John Laing/CBA/Interserve consortium on the 300 million Pembury (Tunbridge Wells) Hospital PFI project. Peterborough and Stamford NHS Foundation Trust Advising PWC (in its role as the Contingency Planning Team) in relation to various matters concerning the Peterborough and Stamford NHS Foundation Trust. Portsmouth Hospital Advising Financial Security Assurance (UK) Ltd as funders to a Carillion SPV, the preferred bidder on the CGF pilot project. Royal Liverpool Hospital PFI Advising FCC/Interserve in relation to the 160 million Royal Liverpool PFI Hospital project. South Bucks NHS Trust PFI Advising the consortium on all legal aspects of the design, construction, finance, operation and maintenance for the provision of services under the PFI and thereafter NHS Trust project financing. South London Healthcare Advising the funders in relation to the financial condition of the South London Healthcare NHS Trust and the outcome of the Special Administrator s review and recommendation to the Secretary of State. South Tees Acute Hospitals NHS Trust Advising the provider of finance on the proposed contract structure, key issues for consideration, services contract, development agreement and the bond. Walsgrave National Health Service Advising the sponsor consortium of this project which involved the design, building and financing of a clinical sciences building, a mental health unit, and the redevelopment of the existing hospital buildings in Coventry and for the provision of medical equipment and certain non-clinical services. Secondary Carillion Private Finance Advising on the disposal of Carillion s interest in the Dartford Hospital PFI project. Henderson PFI Secondary Fund Advising on the acquisition of Henderson s interest in the Bishop Auckland Hospital PFI project (two separate acquisitions from different shareholders). InfraRed Advising on the acquisition from RBS of 50% in Consort Healthcare (Mid Yorkshire) Holdings Limited (the Pontefract and Pinderfield Hospitals PFI Project). Advising on the acquisition from RBS of 10.1% stakes in the Oxford John Radcliffe and Queen Alexandra Hospitals. Advising on the acquisition of a 30% interest in Consort Healthcare (Birmingham) Holdings Limited (the company that holds the Birmingham hospital PFI project) from Balfour Beatty. Advising on the acquisition of 10.1% of the Hospital Company (QAH Portsmouth) Holdings Limited from Royal Bank Project Investment Limited. InfraRed now owns 100%. Advising on the purchase of a 50% interest in Consort Healthcare (Blackburn) Holdings Limited (Blackburn hospital PFI project) from Balfour Beatty for 13 million. Advising on the acquisition of a 50% interest in the Tameside General Hospital PFI Project from Balfour Beatty Infrastructure Investments Limited, for 16 million. Kier Project Investment Advising on the sale of an interest in the Hairmyres PFI hospital project and on selling shares in Prospect Healthcare (Reading) Holdings (holding West Berks Mental Health Hospital Project) to Innisfree. Advising on the sale of interests in Prospect Healthcare (Hinchingbrooke) to the Kier Group Pension Scheme. Swindon DTC Variation Advising on a 25 million variation to provide a Diagnostic and Treatment Centre at Swindon Hospital. 7

8 Amsterdam London Utrecht Antwerp Bristol Hamburg Berlin Leipzig Duesseldorf Warsaw Cologne Brussels Prague Frankfurt Luxembourg Vienna Stuttgart Paris Bratislava Munich Strasbourg Budapest Zurich Aberdeen Geneva Ljubljana Zagreb Lyon Edinburgh Milan Belgrade Glasgow Sarajevo Mexico City Sofia Hamburg Podgorica Rome Amsterdam Barcelona Berlin Tirana Warsaw London Utrecht Leipzig Duesseldorf Madrid Bristol Antwerp Cologne Lisbon Brussels Prague Frankfurt Luxembourg Seville Vienna Stuttgart Paris Algiers Bratislava Munich Strasbourg Budapest Zurich Geneva Dubai Casablanca Ljubljana Zagreb Lyon Milan Muscat Belgrade Sarajevo Barcelona Madrid Rio de Janeiro Rome Sofia Podgorica Tirana Kyiv Beijing Moscow Bucharest Istanbul Kyiv Shanghai Bucharest Istanbul Dubai Lisbon Muscat Seville Algiers Casablanca Dubai Muscat Rio de Janeiro CMS Cameron McKenna s free online information service Receive expert commentary and analysis on key legal issues affecting your business. Register for free alerts and access the full Law-Now archive at CMS Cameron McKenna LLP Mitre House 160 Aldersgate Street London EC1A 4DD T +44 (0) F +44 (0) CMS Cameron McKenna LLP 2014 The information held in this publication is for general purposes and guidance only and does not purport to constitute legal or professional advice. CMS Cameron McKenna LLP is a limited liability partnership registered in England and Wales with registration number OC It is a body corporate which uses the word partner to refer to a member, or an employee or consultant with equivalent standing and qualifi cations. It is authorised and regulated by the Solicitors Regulation Authority of England and Wales with SRA number and by the Law Society of Scotland with registered number It is able to provide international legal services to clients utilising, where appropriate, the services of its associated international offices. The associated international offices of CMS Cameron McKenna LLP are separate and distinct from it. A list of members and their professional qualifi cations is open to inspection at the registered office, Mitre House, 160 Aldersgate Street, London EC1A 4DD. Members are either solicitors or registered foreign lawyers. VAT registration number: Further information about the firm can be found at CMS Cameron McKenna LLP CMS Cameron McKenna LLP is a member of CMS Legal Services EEIG (CMS EEIG), a European Economic Interest Grouping that coordinates an organisation of independent law firms. CMS EEIG provides no client services. Such services are solely provided by CMS EEIG s member firms in their respective jurisdictions. CMS EEIG and each of its member firms are separate and legally distinct entities, and no such entity has any authority to bind any other. CMS EEIG and each member firm are liable only for their own acts or omissions and not those of each other. The brand name CMS and the term firm are used to refer to some or all of the member firms or their offices. Further information can be found at