Pario is the UK and Ireland’s foremost independent Special Purposes Vehicle (SPV) management company, providing a comprehensive yet flexible suite of services that can be modified throughout the concession period as the project evolves.
We are committed to delivering an unsurpassed quality of service to our clients and their projects. We pride ourselves on the honesty and impartiality of the advice and solutions we provide, taking great care to objectively balance the needs of the client with what is best for the project.
Working within a tried and tested framework of best practice methodologies, we have a proven track record of providing client focused solutions designed to deliver optimum return for investors.
Our team of operational and financial PFI professionals are experts in their field with the skill, drive and professionalism to deliver financial and operational solutions to any PFI project. They possess a high level of technical and contractual expertise combined with the strong leadership, tact and diplomacy necessary to manage the complex and sometimes adversarial relationships between stakeholders.
Pario provides its SPV Management services to a number of different sectors including health, education, housing, engineering and renewable energy. Each sector has its own very different challenges and unique requirements, however, through our policy of internal knowledge sharing we are able to learn from these and apply the solutions across the spectrum of our portfolio.
The scope of SPV Management services we provide can be tailored to meet your exact specifications. Our service delivery would normally include:
Pario technical managers are highly experienced, qualified and motivated people, committed to achieving excellence. All are carefully selected not only for their technical qualities but also for their tact, understanding and insight into the extremely complex framework of legal and working relationships in a PFI project. Understanding that each issue that arises is unique to a project, we pride ourselves on the considered creativity of our solutions, which enables us to quickly identify, appraise and provide reliable solutions to technical issues.
Our services include:
Our accounting service covers all of the requirements under the project and funding facility agreements. We have developed our own unique accounting application designed to run PPP projects in the most effective and efficient manner. Through our accounting and tax planning function, we aim to ensure that the returns expected from the project are delivered upon and where possible surpassed to achieve the optimum return for investors.
|Attendance at Client/FM review meetings;|
|Commercial dispute resolution;|
|Management & Board reporting;|
|Financial administration, including raising unitary invoices, processing sub-contractor payments and maintenance of accounting records;|
|Loan administration, compliance & reporting;|
|Financial model updates;|
|Variation costing and financing support;|
|Liaison with tax advisors and auditors;|
|Insurance procurement and claims processing;|
|Financial advice on contractual issues;|
|Refinancing support; and|
|Attendance at client meetings.|
At all stages of the project we act as the ‘intelligent client’; ensuring decisions and notices required of the SPV are identified, agreed and discharged in good time; whilst ensuring that the shareholders position is safeguarded at all times. In order to best assist you in managing your portfolio, we will set appropriate delegated levels of responsibility with you and identify and agree escalation criteria.
Typical activities include:
PPP projects are highly structured, with a complex set of legal agreements and funding arrangements, and the output specifications of the project fully sub-contracted to construction and operating specialist companies. However, this does not obviate the need for effective commercial management to understand and protect the SPV’s position and ensure that expected project returns are achieved and, where possible, surpassed.
Pario identify the following points as being the key criteria as to the efficient management of the Project Company in any given Contract;
|Negotiations with the client over implementation of the project agreement and impact of variations to output specification;|
|Discussion with the commissioning client regarding robust project implementation;|
|Recovery of the cost of variations in order to maintain project returns and IRR;|
|Management of sub-contractors to deliver in accordance with relevant agreements;|
|Subcontractor negotiations on variations;|
|Negotiations with sub-contractors over variations or commercial disputes;|
|Endeavour to obtain best value insurance premiums, either through negotiation or obtaining competitor broker quotes; and|
|Efficient financial management to minimize projects costs|
Pario will undertake a range of activities to ensure the SPV company operates effectively and meets all of its legal obligations. These include:
|Preparation of documentation - We will prepare the agenda, meeting pack and any additional materials to ensure that each Director is fully briefed and can therefore engage in the discussion and reach informed decisions during the meeting.
|Decisions and deliverables - After each meeting we will accurately complete the meeting minutes, detail any action points and their owners and distribute to all parties in a timely manner.|
We will maintain the following statutory registers:
|Secretaries||Directors’ interests in the company|
In addition to this we will also maintain:
|Statutory books||Complete and file annual returns|
|Complete all other general corporate administrative duties||Shares|
|Secretaries||Directors’ interests in the company|
Pario will provide advice on corporate governance when required. This would include advising the Board of Directors of the provisions of the Shareholder Agreement and Articles of Association.
We would also ensure the directors are alerted when any legal regulation requires the consideration of the board and if any actions are necessary. For example, changes to the Health and Safety laws, Bribery and Anti-Corruption policies.
The responsibilities of Directors in respect to Health and Safety are becoming ever more onerous. We can help guide the nominated Director in these matters by ensuring that Health and Safety is given the proper regard; all actions are recorded and minuted; that obligations passed through to the subcontracts are appropriately discharged; and where required, give specific and accurate advice.
We can also assist in the compilation of a bespoke Health and Safety policy and discharge periodic audits of the subcontractor’s Health and Safety arrangements to ensure the obligations are appropriately discharged.
In particular we can provide Director Health and Safety support and advice from our in-house safety officer, and even Director Health and Safety training to the appropriate level to ensure you are never exposed to this risk.
Pario will ensure that the FM provider plans all lifecycle work adequately such that the project gets value for money. Furthermore, all works will be monitored to ensure that it is being undertaken to the highest standard and quality.
We will also ensure that there are formal processes in place to accept and sign off any lifecycle works.
If you require a more ‘hands on’ approach to lifecycle management, Pario can provide this as an additional service. This would include:
|Undertaking an inspection of the building providing an assessment of the state of the building and any mechanical and electrical equipment. We will identify any required works and provide recommendations for areas that require additional testing.
|Ongoing review and monitoring of the existing lifecycle model to ensure the projected lifecycle fund is adequate for the concession period and is being appropriately utilised.
|A detailed analysis of the project lifecycle will be provided, identifying the short, medium and long term requirements and detailing all completed and scheduled work. This report forms the basis of managing the lifecycle fund for the remaining concession period.|
The control and management of variations is, in our experience, one of the most challenging aspects of SPV Management and close attention to detail is essential. Our approach starts with the procedure set out in the Project Agreement (PA), and we will produce a “process map” for reference of the project team.
Following the receipt of a significant variation notice we will implement a number of actions including but not limited to:
|Immediately involve the Pario Project Director to assist the SPV Manager in implementing the necessary processes (as per the process map);|
|Notify the shareholders;|
|Review the grounds for refusal;|
|Review the response requirements;|
|Draw-up a procurement and implementation programme (including liaison with funders) ;|
|Identify any additional resources required to either price the variation and/or develop the scheme;|
|Identify any health and safety requirements, including CDMC, construction and/or service issues|
|Convene a structured programme of engagement with the client and the supply chain partners; and|
|Liaise with the client in order to manage their expectations and establish the delivery programme including any temporary works, decants or interim service requirement.|
During the design, construction and service periods any additional management resource will be allowed for and provided. Pario has the strength and depth of resource including CDMC advisors, cost consultants, project managers, health consultants and PFI specialists (lifecycle and due diligence experts).
At all times the commercial position of the SPV is paramount not only in protecting a no better/no worse position in terms of the existing risk and project finances, but also maximising the value added and return to the shareholders that adequately reflects the additional risks involved. In this regard any SPV on-cost margin will be negotiated and applied as agreed.
If you would like to discuss in more detail what services we can provide and how we can manage your project or portfolio, please contact us and we’ll be happy to provide more information.