Leyrand Law Firm

Leyrand advises sponsors, developers, investors, lenders, contractors, public entities and international businesses on project finance, infrastructure development and public-private partnerships in Tanzania.

We support projects from the earliest stages of development through structuring, financing, procurement, construction and operation. Our work brings together corporate, finance, regulatory, commercial, land, construction, tax and dispute resolution considerations to help clients move complex projects from concept to implementation.

Project Finance and Infrastructure in Tanzania

Infrastructure projects involve more than financing. They require a legal structure that brings together the project company, investors, lenders, government authorities, contractors, operators, land rights, permits, revenue arrangements and allocation of project risks.

Leyrand helps clients understand how these different elements interact under Tanzanian law and how they should be reflected in the project's contractual and financing structure.

We advise across the project lifecycle, including:

project development and structuring;
project companies and special purpose vehicles;
legal and regulatory due diligence;
project financing;
government and regulatory approvals;
land and project-site arrangements;
procurement and tendering;
construction and engineering contracts;
concession and implementation agreements;
operation and maintenance arrangements;
security packages;
project implementation; and
restructuring and disputes.

Public-Private Partnerships

Public-private partnerships can provide an important structure for delivering infrastructure and public services by combining public-sector objectives with private capital, technical expertise and operational capability.

Leyrand advises on the legal and commercial aspects of public-private partnership projects in Tanzania, supporting both public and private sector participants.

Our work includes:

PPP project structuring;
review of applicable PPP requirements;
project feasibility and legal due diligence;
procurement strategy;
tender documentation;
concession structures;
project and implementation agreements;
government support arrangements;
risk allocation;
financing structures;
direct agreements;
land and site arrangements;
regulatory approvals;
project company structures;
contract negotiations; and
project implementation.

We work with clients to develop structures that are legally sound, financeable and capable of operating over the long life of an infrastructure project.

Project Development and Structuring

The decisions made at the beginning of a project can affect its financing and operation for decades.

Leyrand assists sponsors and investors in establishing the appropriate legal and contractual framework for a project.

This may include:

selecting the project structure;
establishing special purpose vehicles;
shareholder and sponsor arrangements;
equity investment;
project development agreements;
allocation of development responsibilities;
government interfaces;
land rights;
licensing and permits;
tax and investment considerations;
project risk allocation; and
exit and transfer arrangements.

Our role is to identify issues early, before they become obstacles to financing or implementation.

Project Financing

Infrastructure projects require financing arrangements that reflect both the project's commercial model and its underlying risks.

Leyrand advises sponsors, borrowers and lenders on financing structures for infrastructure and major projects, including:

senior and subordinated debt;
syndicated lending;
development finance;
shareholder and sponsor funding;
bridge financing;
refinancing;
security arrangements;
guarantees;
intercreditor arrangements;
direct agreements;
financing conditions precedent; and
financial close.

We also review the underlying project documents from a bankability perspective to identify issues that may affect financing.

Lender-Side Project Finance

Leyrand supports commercial banks, development finance institutions and other lenders financing projects in Tanzania.

Our work can include:

lender legal due diligence;
review of project documents;
financing agreements;
security documentation;
conditions precedent;
legal opinions;
intercreditor arrangements;
direct agreements;
account arrangements;
perfection and registration of security;
regulatory requirements;
financial close; and
enforcement considerations.

We focus on whether the project documents, regulatory position and security structure adequately support the proposed financing.

Sponsor and Developer-Side Advice

We advise sponsors and developers from project conception through financing and operation.

Our support includes:

project structuring;
incorporation of project companies;
shareholder arrangements;
development agreements;
regulatory approvals;
land acquisition and access;
project contracts;
financing negotiations;
government agreements;
construction arrangements;
operation and maintenance agreements; and
project implementation.

We can work as part of the client's wider team alongside financial advisers, engineers, technical consultants, tax advisers and international counsel.

Infrastructure Projects

Leyrand's infrastructure practice is designed to support both traditional and emerging infrastructure sectors, including:

Energy • Renewable Energy • Roads • Rail • Ports • Airports • Logistics • Water • Telecommunications • Digital Infrastructure • Data Centres • Mining Infrastructure • Industrial Projects • Real Estate Developments • Healthcare • Education • Tourism Infrastructure

Our involvement can extend from the initial investment structure to construction, financing, operation and eventual exit.

Energy and Renewable Energy Projects

Energy projects involve a particularly complex interaction between financing, regulation, land, construction and long-term commercial arrangements.

Leyrand advises on legal aspects of conventional and renewable energy projects, including:

solar;
wind;
hydro;
captive power;
transmission and distribution infrastructure;
energy storage;
project development;
power-related commercial agreements;
land and site arrangements;
financing;
EPC contracts;
operation and maintenance arrangements; and
regulatory approvals.

Where projects involve government entities, utilities or other public counterparties, we also advise on the contractual and regulatory framework governing those relationships.

Transport, Ports and Logistics Infrastructure

Tanzania's position as a regional trade gateway creates significant opportunities for transport and logistics infrastructure.

Leyrand advises on projects involving:

ports and terminals;
inland container depots;
dry ports;
logistics parks;
roads;
rail infrastructure;
airports;
warehousing;
transport terminals; and
integrated logistics projects.

Our project finance capability can work alongside our Shipping, Ports & Logistics practice where projects involve maritime or port infrastructure.

Digital Infrastructure

Infrastructure investment increasingly includes the systems that support the digital economy.

Leyrand advises on projects involving:

telecommunications infrastructure;
fibre networks;
towers;
data centres;
cloud infrastructure;
digital connectivity;
technology infrastructure;
smart infrastructure; and
related investment arrangements.

Our technology and data protection capabilities allow us to address legal issues that sit alongside the traditional infrastructure and financing aspects of these projects.

Construction, EPC and Project Contracts

The construction contract is one of the central documents in most infrastructure projects.

Leyrand drafts, reviews and negotiates:

engineering, procurement and construction agreements;
construction contracts;
design and build agreements;
supply contracts;
equipment procurement agreements;
operation and maintenance agreements;
long-term service agreements;
interface agreements;
guarantees and performance security; and
subcontracting arrangements.

We advise on issues including completion risk, delay, performance standards, variations, liquidated damages, warranties, force majeure, termination and liability.

Concessions and Government Agreements

Infrastructure projects involving public assets or services may depend on long-term contractual arrangements with government entities.

We advise on:

concession agreements;
implementation agreements;
development agreements;
government support arrangements;
licences and operating rights;
revenue arrangements;
performance obligations;
change in law;
political and regulatory risk;
termination;
compensation mechanisms; and
dispute resolution.

Our focus is on creating a clear allocation of responsibilities and risks over the life of the project.

Project Procurement and Tendering

Procurement strategy can determine both the legal structure and commercial outcome of an infrastructure project.

Leyrand advises project sponsors, bidders, contractors and other participants on:

tender requirements;
requests for proposals;
bidding structures;
consortium arrangements;
joint ventures;
bid documentation;
tender compliance;
bid securities;
procurement contracts;
negotiation following preferred-bidder selection; and
procurement-related disputes.

We also advise on competition-law considerations arising from consortiums and joint bidding arrangements.

Project Legal Due Diligence

Before committing capital or providing financing, investors and lenders need a clear understanding of the project's legal position.

Leyrand conducts project due diligence covering areas such as:

project ownership and corporate structure;
material project contracts;
licences and permits;
land rights;
environmental and regulatory requirements;
construction arrangements;
financing;
government agreements;
tax;
employment;
insurance;
litigation;
competition;
project revenues; and
other material legal risks.

Our reports focus on issues that can affect project viability, bankability, financing or implementation.

Land, Permits and Regulatory Approvals

Infrastructure projects depend on secure rights to develop and operate from the project site.

Leyrand assists clients with:

land due diligence;
acquisition and leasing structures;
project-site rights;
easements and rights of way;
government approvals;
development permits;
sector licences;
environmental and regulatory interfaces; and
conditions affecting project development.

We coordinate these requirements with the wider transaction so that land and permitting issues are addressed alongside financing and construction timelines.

Project Security and Bankability

For lenders, the ability to obtain and enforce security is fundamental to project financing.

We advise on security structures involving:

shares in project companies;
project assets;
bank accounts;
receivables;
contractual rights;
insurance proceeds;
assignments;
guarantees;
debentures and charges; and
direct agreements with key project counterparties.

We also advise on perfection, registration and enforcement considerations under Tanzanian law.

Development Finance and International Investment

Major infrastructure projects in Tanzania may involve development finance institutions, export credit agencies, international lenders, impact investors and multilateral or bilateral financing institutions.

Leyrand can act as Tanzania counsel on transactions involving international financing standards and local-law requirements.

We support international counsel and financing teams with:

Tanzanian legal due diligence;
local regulatory analysis;
financing documentation;
security documentation;
corporate authorisations;
conditions precedent;
legal opinions;
local perfection requirements; and
transaction closing.

Project Restructuring and Refinancing

Projects may need to be restructured because of changes in financing, ownership, market conditions, construction performance or regulatory circumstances.

We advise on:

refinancing;
debt restructuring;
changes in project ownership;
sponsor exits and new investors;
amendments to project agreements;
security restructuring;
distressed projects;
lender negotiations; and
project recovery strategies.

Infrastructure and Project Disputes

Large projects inevitably create complex contractual relationships, and disagreements can arise during construction, financing or operation.

Leyrand advises on disputes involving:

construction delays;
cost overruns;
variations;
payment disputes;
performance failures;
termination;
concession arrangements;
government agreements;
EPC contracts;
financing arrangements;
shareholder and sponsor disputes; and
project-related regulatory matters.

We support clients through negotiation, mediation, arbitration and litigation, depending on the nature of the project and the dispute.

Cross-Border Project Finance

International investors and lenders require Tanzania counsel who can integrate local legal requirements into the wider financing and transaction structure.

Leyrand works with international law firms, lenders, investors, sponsors, contractors and advisers on the Tanzania aspects of cross-border infrastructure transactions.

We can take responsibility for the Tanzania legal workstream, including due diligence, regulatory advice, project documentation, financing and security documents, legal opinions and local closing requirements.

Project Finance and PPP Legal Advice in Tanzania

Major projects require lawyers who understand not only individual contracts, but how financing, regulation, construction, government relationships and project risks fit together.

Leyrand provides integrated legal support throughout the project lifecycle — development, structuring, financing, construction, operation, refinancing and dispute resolution.

Whether you are developing an infrastructure project, financing an investment, bidding for a PPP, investing in a project company or entering the Tanzanian market, our team can support you from initial structuring through implementation.

Speak with our Project Finance & Infrastructure team about your project in Tanzania.

Dar es Salaam | Arusha | Tanzania

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Project Finance, Infrastructure and Public-Private Partnerships