Stewart K. Diana
Senior AttorneyAfter four years in the firm's offices in Dubai and Qatar and more than a year in Mongolia and China, following five years in the firm’s New York office Stewart Diana is now based in the firm's Baltimore office.
In the Middle East and Asia, Stewart's practice concentrated on representing government entities and international companies developing infrastructure and making investments in a variety of business sectors. In addition, he was Office Managing Partner for Qatar and in that capacity was responsible for compliance with government regulatory requirements. In Mongolia, Stewart was the partner responsible for coordinating work among DLA Piper's associated law firm in Ulaanbaatar and its other offices around the world.
Stewart has more than 25 years of experience representing private developers, public authorities, local governments and equity investors in all aspects of infrastructure project structuring, development and financing. In those engagements, he has negotiated and implemented the complete range of project and financing documents, including concession agreements, licensing agreements, construction contracts, operating agreements, asset and stock purchase agreements, joint venture agreements, and loan agreements, trust indentures and other financing documents. He has worked on numerous urban development projects and other social infrastructure, port projects, highway projects, water and wastewater facilities, biomass energy projects, electric power plants, and industrial process plants, including lease financings, leveraged acquisitions and greenfield development projects and with a strong emphasis on public-private partnership transactions.
EXPERIENCE
Major Recent Representative Transactions
Wastewater Treatment Project in Texas. Advising a major international company in connection with the negotiation and preparation of documents for the design, construction and long-term operation of a wastewater treatment plant in Austin, Texas. The wastewater treatment plant will treat wastewater discharged from a large corporate campus, which will then be used by the company for cooling towers and toilets on the campus, with excess wastewater being discharged into the Austin sanitary sewer system. The contractor is responsible for all aspects of the design, construction and operation of the plant, with the company having design oversight rights and an obligation to contribute some funding to the project, in addition to paying an agreed service fee for processing the wastewater. The project agreement has been signed and we are now engaged in various post-closing tasks. We represented the company in all aspects of the project.
New York State Thruway Service Areas Project. Advising a European-based international facilities operating company in connection with the procurement on a public-private partnership (PPP) model by the New York State Thruway Authority of a consortium for the construction or renovation, and operation and maintenance, of the 27 Service Areas on the New York State Thruway. The scope of work involved representing the facilities operating company as the Lead Facility Manager in the negotiation of the Lease Agreement (concession agreement) between the consortium and the Thruway Authority and the negotiation of the Project Contract/Facility Management Agreement and related agreements between the consortium and the facilities operating company, including collateral agreements required for the financing of the project, which was done on a project finance basis.
Cruise Terminals Project in Puerto Rico. Advising a government authority in connection with the procurement on a PPP model of the San Juan Bay Cruise Terminals. The San Juan Bay Cruise Terminals are the center of the cruise line business in Puerto Rico and are utilized by the major international cruise lines that service the Caribbean region. The project consists of major capital improvements to the cruise terminals and the operation, maintenance and development of the cruise terminals for a 30 year period. The scope of work for the authority involved all aspects of the project, from establishing procurement procedures and documents to drafting and negotiating project agreements (concession agreements) with bidders and ensuring that the project documents are acceptable for a public financing of the project.
Healthcare Campuses Project in Turkey. Advising a major international healthcare company establishing joint ventures in Turkey to develop two healthcare campuses in Turkey on a PPP model, each having a capital cost of more the one billion dollars. The consortium is responsible for the construction, equipping, operation and maintenance of the two health care campuses over a 30 year period. The scope of work involved commenting on the Public-Private Partnership Agreement (concession agreement), negotiating and drafting a shareholder agreements in which the healthcare company was an equity member, negotiating and drafting the operations and equipment supply agreements and other project documents between the consortium and the healthcare company, and review of and comments on financing documents for the healthcare company as investor and equipment supplier.
Other Representative Transactions
Americas
Multiple Wastewater Projects. Representation of the joint venture of an international engineering and construction firm and a U.K. water and wastewater utility in connection with the development, construction and operation of wastewater treatment plants in the United States. The projects primarily involved negotiating long-term concession agreements with local utilities authorities to make construction improvements to wastewater treatment plants and related infrastructure and to then operate the system for up to 30 years. The joint venture would fund the construction improvements and the utilities authorities would pay an agreed service fee.
Water and Wastewater System Financings and Wastewater/Sewage Sludge Disposal Plant Project in Maryland. Representation of the City of Baltimore’s water and wastewater utility in connection with the financing of the regional water and wastewater systems. The scope of work involved preparing indentures of trust and other financing documents for the City’s utility to issue bonds for capital improvements to the water and wastewater systems. In addition, we represented the City and a special authority in connection with the procurement of the development, construction, financing and long-term operation of a plant to treat the sewage sludge by-product of the wastewater treatment system. This project included negotiation of a concession agreement with a private contractor for the design, construction and operation of the plant and representation of the City/authority in various disputes and re-negotiation of the agreement when the plant did not function as intended.
Mixed-Use Development Project. Representation of a US municipal government in connection with the structuring, development, construction, operation and financing of $150 million greenfield mixed use urban development project consisting of a public parking garage, office buildings and retail and condominium facilities, including negotiation of a development and construction agreement, an operation agreement, land use agreements and financing documents, and issuance of $25 million of publicly offered debt securities.
Convention Center Hotel Project. Representation of a monoline insurance company in connection with the public financing and development of a $300 million urban convention center hotel in the US, including review and negotiation of a hotel operating agreement, construction contracts, bond indenture and other project and financing documents.
Mixed-Use Development Project. Representation of an international bank in connection with a real estate loan to a private developer for a major urban redevelopment commercial and residential project in the US, including preparing the loan and real estate documents and structuring the loan to correspond to the different phases of the project.
Stadium and Urban Redevelopment Project. Representation of a monoline insurance company in connection with the development and financing of a $300 million sports stadium in the US, including review and negotiations of agreements relating to construction and operation, tax credits, senior and junior debt, provision of utilities and other matters.
Refinery, Fertilizer Plant and Pipeline Acquisitions. Representation of a private equity fund in connection with the $225 million acquisition from a bankruptcy estate of a fertilizer plant, refinery and related pipelines and water rights located in Coffeyville, Kansas, including arranging term loan and revolving credit facilities from a banking syndicate for such acquisition secured on a project basis, and negotiating the assignment of water rights and pipeline transmission rights.
Biomass Project. Representation of a public authority in connection with the refinancing and restructuring of a 55 MW $185,000,000 biomass energy project in Montgomery County, Maryland, including renegotiation of contracts with the constructor and operator of the project during the bankruptcy proceedings of the constructor and operator.
Asia
Combined Heat and Power Project in Mongolia. Acting for a multi-lateral financial institution as project consultant to the Government of Mongolia in connection with the development and financing on a project finance basis of a 450 MW combined heat and power plant in Ulaanbaatar, including preparation of tender documents, concession agreement and other project agreements.
Coal-to-Liquid Fuel Project. Acting for Mongolian conglomerate in connection with the negotiation of a joint venture agreement and the development and financing on a project basis of a coal-to-liquid fuel project in Mongolia.
Investment in Financial Institution. Acting for sovereign wealth fund in connection with the purchase of shares of a leading Mongolian financial institution, including conducting due diligence and negotiating and preparing a subscription agreement and shareholders agreement.
Middle East
Acquisition in Qatar. Acting for institutional investor in connection with the acquisition of a construction company in Qatar.
Joint Ventures in Qatar. Acting for international companies establishing joint ventures in Qatar in the areas of facilities management, defense contracting, industrial equipment and infrastructure.
Oman Water and Wastewater Sector PPP Study. Acting for the Ministry of National Economy of the Sultanate of Oman in connection with the preparation of a report analyzing the water and wastewater system in Oman and recommending reforms that will facilitate development of the water and wastewater systems utilizing public-private partnerships of various sorts and non-recourse financing based on system revenues.
Waterfront and Palm Jebel Ali Utility PPP Projects, Dubai. Acting for a semi-government entity in all project related aspects of this major master developed project, including drafting and negotiating all concession arrangements and EOIs and RFPs for the global tender for the provision of utilities and infrastructure (wastewater, solid waste, potable water, power, gas and district cooling) and all construction, consulting and operating arrangements. Estimated infrastructure project costs exceeded US$ 2 billion.
Key deliverables included:
EOIs
RFPs
Scope of Works and Gantt Charts
Concession Agreements
Risk Allocation Tables
Tender Evaluation Procedures
Due Diligence Reports
Jumeirah Golf Estates and International City Wastewater PPP Projects, Dubai. Acting for a semi-governmental entity on these projects in relation to the drafting and negotiation of utility concessions. Estimated infrastructure project costs exceeded US$ 100 million per project. See above in relation to key deliverables.
Dubai Maritime City Wastewater and District Cooling PPP Projects, Dubai. Acting for a semi-governmental entity on this project in relation to the drafting and negotiation of the wastewater and district cooling concessions. See above in relation to key deliverables.
Egypt Infrastructure PPP Projects. Representing major international infrastructure company to establish a business in Egypt in order to tender for infrastructure PPP projects.
Africa
Power Project in Mozambique. Representation of a private equity fund in connection with the due diligence of the financing agreements for the potential purchase of a 40 MW gas-fired power plant and associated gas pipeline and power transmission line in Mozambique.
Multi-Country Medical Supply Financing. Representation of an African commercial bank working in coordination with a United Nations Foundation related entity to create a financing structure and model documents for the accelerated financing and delivery of pharmaceutical and other health care products to countries in Africa.
- Inglés
- Chinese (Mandarin)
- J.D., University of Virginia School of Law
- M.A., University of Edinburgh
- B.A., Hobart College
Bylines
- Mongolian Power – Filling in the Gap – article in Project Finance International
- China's New Power Sector Directive – Opening the Gate to Private Investment? – publication for clients
- US transportation PPP projects: Some Considerations Affecting Development and Structure - article in Infra News Global Report
- Guide to Water and Wastewater Partnership Service Agreements - handbook prepared for the US Conference of Mayors (member of a team that prepared the handbook)
Seminars
- Assembling The Right PPP Team To Help - presentation at Public-Private Partnerships a Solution for Texas Water Management, Austin
- PPP Model in the Social Infrastructure Sector - presentation at Qatar Chamber of Commerce and Industry, Doha, Qatar
- Concession Agreements in the Water Industry - presentation at Global Water Management Congress in Dubai, United Arab Emirates
- Exploring Public-Private Partnerships - presentation at Finance and Investment Summit, New York City
- US Transportation PPP Financing Alternatives - presentation to European financial institutions, London, England
- Construction Contracts - presentation to national electric utility, Baltimore, Maryland
- Guide to Water and Wastewater Partnership Service Agreements: An Outline of Some Conclusions - presentation at National Council for Public-Private Partnerships conference, Augusta, Georgia
