PPP Seminar : Health Royal Liverpool Hospital Case study

Transcription

1 PPP Seminar : Health Royal Liverpool Hospital Case study Gavin Quantock Deloitte Corporate Finance 23 July 2014

2 Case study Royal Liverpool hospital PPP and Health Background Deloitte involvement Structure Key challenges Services Funding competition Communication Delay Outcomes 2 Royal Liverpool Hospital Case Study

3 PPP and Health UK Government investment programme Overview Public Private Partnership ( PPP ) involves a contract between the public and private sector whereby the private party assumes substantial financial, technical and operational risk British Government PPP investment programme (the Private Finance Initiative ( PFI )) was designed to facilitate private sector investment in Health PPPs have been the main delivery mechanism by which much UK infrastructure has been procured in the last 15 years UK has delivered over 600 PPP projects with a total capital value in excess of $80 billion Health Over 80 new or refurbished health projects completed Over $17billion of capital has been spent on new hospitals in the UK First hospital reached financial close in 1997 Typical operational period years Source : HMT 3 Royal Liverpool Hospital Case Study

4 Background A large University Hospital that was in need of a new facility The Hospital The hospital is one of the main providers of acute care in the region and is home to a number of specialist trusts (cancer, children's, women's) The hospital has historical links to the University of Liverpool and has a dental hospital on site. The hospital treats 172,000 patients (inpatients/ day cases) and 490,000 outpatients per annum $400m+ capital construction costs The need for change Outdated electrical infrastructure Wall casing crumbling with elements of the building falling to the ground Wards were failing to provide the privacy and dignity expected in modern health care Hospital layout was inefficient and inappropriate for effective service delivery. 4 Royal Liverpool Hospital Case Study

5 Background continued What the hospital was looking for from the market Bidders were asked :- To provide a building that had : 646 Beds and 23 wards 18 operating theatres Underground car parking And operational services : Hard Facilities Management ( FM ) maintenance Lifecycle services Utilities management (risk reward on energy cost/usage) Soft FM services such as window cleaning, pest control and grounds and gardens maintenance Operate Insure Design Build Fund 5 Royal Liverpool Hospital Case Study

6 Deloitte involvement We acted as the financial and commercial advisor to the Trust over 8 years Area of work Outline business case Documentation Pre Qualification Questionnaire Competitive Dialogue Role Assist with economic and financial business case (of 5 case model) Facilitate workshops on option appraisal of development options Facilitate workshop on economic benefits of the investment Develop shadow financial model to estimate unitary charge Advise on accounting implications of the project Support development of key documents: Pre-Qualification Questionnaire ( PQQ ) and PQQ evaluation methodology (suggest financial tests/bidder requirements) Invitation To Participate in Dialogue ( ITPD ) (prepare payment mechanism, funding competition section, deliverables and evaluation methodology) Undertake PQQ evaluation of financial hurdles and ratio tests Plan and participate in discussions to support the Trust in negotiations with bidders particularly on funding assumptions and payment mechanism 6 Royal Liverpool Hospital Case Study

7 Deloitte role Financial and commercial advisor to the Trust. Project management involvement was significant throughout the project Area of work Evaluation Preferred bidder appointment ( PB ) Funding competition Financial close Role Evaluate bidder submissions at bidder down-selection stages the PQQ, ITPD and Preferred Bidder stages. Prepared reports and presented results to the Trust s Board Involvement in drafting and negotiating the PB letter (set the agenda for remaining weeks) Agree roles and responsibilities and protocol in dialogue, review Information Memorandum ( IM ) and terms issues, participate in meetings with funders, review evaluation report from PB, and present to the Trust on key issues Agree financial close protocol, review model audit report, financial close dry runs, agree final terms and model optimisation, confirm figures for contract and review final contract schedules 7 Royal Liverpool Hospital Case Study

8 Structure Traditional PPP structure used for the delivery of the Project RLBUH NHS Trust Unitary charge Dividends and sub debt service Carillion/ Uberior EQUITY Key features of the structure Special Purpose Vehicle (SPV) Equity and sub debt Insurers SPV was created for the sole purpose of the project and as such is reliant on cash generated by the project to service operational costs and debt repayments SPV Insurance contracts Project risk is flowed down to the parties best placed to manage them via sub-contracts Long-term debt Debt coupon and principal EIB/Legal and General DEBT Long-term, non-recourse loans are secured on the project assets, often including key project contracts Construction Contract O&M Contract Established contractual framework used Carillion Carillion Integrated offering 8 Royal Liverpool Hospital Case Study 8

9 Challenges faced A lengthy and complex procurement which had different challenges at each stage Service issues Funding competition Carillion Plc selected as winning bidder Communication Delay 9 Royal Liverpool Hospital Case Study

10 Service issues Multiple interface issues identified throughout the project Hard and Soft FM service Hard FM relates to the maintenance of the building (capital asset) Soft FM relates to catering, cleaning, portering etc. Value for money VfM and risk allocation needs to be understood Demolition Old hospital and the transfer to the new hospital Design Bidder needed to design any space required for the hard FM but the Trust dictated the soft FM requirements e.g. the design of the kitchen area. Energy Energy provision the Trust had an on site energy provider 10 Royal Liverpool Hospital Case Study

11 Discussion topic Considerations of the facilities management provision How can you manage the interface issues between hard and soft FM services if soft FM is being delivered by the public sector? 11 Royal Liverpool Hospital Case Study

12 Funding competition Closing dialogue and choosing your bidder without a funder. During dialogue Soft market test appetite Issues? Once PB is chosen Stage 1 : DD advisors review documents on behalf of funders Stage 2 : DD review specific elements of bidders submissions as identified by the Trust; Stage 3 : DD advisors novated to PB and full bid reviewed Issues? Stage 4 :DD advisors meet with funders Stage 4 :DD advisors assigned to funders 12 Royal Liverpool Hospital Case Study

13 Capital contribution of c. 40% Funding competition continued Selecting a funder once the deal has been agreed Outside of dialogue Bank v Bond v Private Placement Shortlist prepared Evaluation Price, deliverability, Flexibility, Issues 13 Royal Liverpool Hospital Case Study

14 Communication How the Trust interfaced with the bidders On most PPP health projects there is a high level dialogue between the Trust s chief executive and the bidding organisation, and the Trust s and bidder s Project Directors Key issue: Inconsistent messages relayed to bidders due to one-to-one discussions between the bidder and Trust Project Directors Solution: Involve another party, communicate meeting with others, record key message for consistency The overall project team consisted of the following: Design team Technical construction team Facilities management team Commercial team (finance and legal). Open communication and transparency at all levels is a fundamental to success. Working through a third party can help this 14 Royal Liverpool Hospital Case Study

15 Delay There were several factors that were in and out of the Trusts control Central Government Local resident Dialogue sessions 12 months 6 months Hard to quantify 15 Royal Liverpool Hospital Case Study

16 Discussion topic Considerations of the impact of delay Consider the means by which you might try and mitigate potential delays to the project; For potential delays that are not within your control, how might you keep bidders motivated? 16 Royal Liverpool Hospital Case Study

17 The outcome A project that will deliver one of the largest hospitals in the UK Hospital reached financial close in 2014 Construction will take place next to the existing hospital with services transferred once completed to minimise the impact on service delivery Landmark project and building One of the largest hospitals in the UK One of the largest emergency departments in the North West of England One of the most sustainable 'greenest' in the country, with renewable energy systems, low carbon technology, water meters and leak detection systems The Trust s team are now thinking about wider issues/positioning on site to allow for further regeneration in the future 17 Royal Liverpool Hospital Case Study

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21 Discussion and Questions?

22 Contact details Gavin Quantock Deloitte LLP Tel : +(44) Mob : +(44) [email protected] 22 Royal Liverpool Hospital Case Study