Power Purchase Agreements

Power Purchase Agreements

Mastering Commercial & Legal Aspects of Energy Transactions

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Platform:
Online
In-class
Date Venue Duration
19 - 23 October 2026 Sandton, Gauteng 5 Days
25 - 29 January 2027 Sandton, Gauteng 5 Days
08 - 12 March 2027 Sandton, Gauteng 5 Days
12 - 16 April 2027 Sandton, Gauteng 5 Days
24 - 28 May 2027 Sandton, Gauteng 5 Days

Course Introduction

This masterclass equips participants with the practical know-how to structure, negotiate, and manage PPAs across renewable and non-renewable energy projects. Over a typical project lifespan of 20–30 years, a bankable PPA must simultaneously lock in pricing and quantities, comply with evolving regulations, and allocate risk equitably between seller and buyer. 

 

South African market note: 2026 is a genuinely pivotal year for South Africa’s PPA market. Private IPP procurement accounted for 100% of new generation capacity in the first half of 2026, following the 2022 removal of generation licensing thresholds. The South African Wholesale Electricity Market (SAWEM), expected to launch in April 2026, will end Eskom’s single-buyer model and introduce competitive, unbundled electricity pricing — the most significant structural change to the market since REIPPPP launched in 2011. This course, delivered in Sandton, now integrates this South African context throughout, alongside the international frameworks and case studies that made it valuable in the first place. 

 

In this highly interactive workshop, you will examine real-world PPA case studies from diverse jurisdictions, dissect model agreements to identify critical commercial and legal clauses, map out each stage of the PPA lifecycle from term sheet to contract close-out, and engage in a mock negotiation exercise honing your deal-making and risk-management skills. 

 

By the end of this masterclass, you will understand how to craft a PPA that secures project finance, manages regulatory change, mitigates political and currency risk, and delivers sustainable outcomes for all stakeholders. 

Course Objectives

By the close of this Power Purchase Agreements masterclass, you will be able to:
  • Interpret PPA fundamentals, and describe the principal structures (BOT, BOO, BOOT, concession, lease/license) and SPV roles
  • Summarise the regulatory and market context governing PPAs in key energy markets, including South Africa's REIPPPP, BESIPPPP, and the incoming competitive wholesale market
  • Identify and draft essential clauses: commitments, representations & warranties, performance guarantees, and force majeure terms
  • Structure pricing, tariff schedules, and 'take-or-pay' provisions to balance commercial interests
  • Assess and allocate risk: credit, tenor, sovereign, and shape-of-load exposures
  • Design liquidated damages, bonds, retentions, and liability caps to protect lenders, sponsors, and off-takers
  • Develop a concise term sheet and negotiation framework, applying interest-based bargaining and BATNA
  • Establish governance, monitoring, and penalty mechanisms for contract performance
  • Compare dispute-resolution forums and draft enforceable provisions

Who should attend?

This masterclass is ideal for professionals involved in energy project commercialisation, including:

  • Commercial & Contract Managers
  • Project Finance and Credit Analysts
  • In-House and External Legal Counsel
  • Business Development & Marketing Executives
  • Engineers and Technical Leads
  • Accountants and Economists
  • Consultants Advising on Energy Transactions
Finance Courses

Training Methodology

Our diverse instructional approaches ensure effective learning:

– Lectures & Presentations: Engage with expert-driven, stimulating content.
– Course Material: Access well-crafted supporting resources.
– Group Work: Collaborate on discussions and case studies for practical insights.
– Workshops & Role-Play: Participate in immersive, scenario-based activities.
– Practical Application: Focus on applying theoretical knowledge in real situations.
– Post-Training Support: Receive extensive support after training for skill implementation.

Training Outline

Day One: Foundations & Project Structures
Introduction to the Energy Sector
  • Global power markets overview (renewables vs. thermal)
  • Regulatory regimes and recent policy trends
  • South Africa's PPA market in detail: REIPPPP (over R256 billion invested, 7,300+ MW installed via standardised 20-year Eskom PPAs) and BESIPPPP (battery storage) as the flagship public procurement programmes, now in Bid Windows 6/7 and 2 respectively
  • The 2026 shift toward private procurement: IPPs accounted for 100% of new generation capacity in H1 2026, and the 2022 removal of licensing thresholds that enabled this
  • The incoming South African Wholesale Electricity Market (SAWEM), expected to launch April 2026, ending Eskom's single-buyer model and introducing competitive, unbundled pricing
  • Key stakeholders: utilities, off-takers, regulators (including NERSA), and financiers
Purpose and Anatomy of a PPA
  • Role of PPAs in securing project finance
  • PPA lifecycle: term sheet → execution → handback
  • Anatomy of a standard PPA document
Project Delivery Models & SPV Formation
  • Concession, Lease/License, BOT, BOO, BOOT: pros & cons
  • Special Purpose Vehicle (SPV): governance, financing covenants
  • Case study: SPV structuring for a 100 MW solar plant
Roles & Covenants of Parties
  • Seller (generator) covenants: construction, performance, O&M
  • Buyer (off-taker) obligations: payment, offtake guarantees
  • Assignment rights, step-in rights, and third-party consents
  • South African corporate (C&I) offtake structures: the rise of trader-intermediated PPAs (e.g., NERSA-licensed traders) as an alternative to direct bilateral generator-to-corporate agreements
Interactive Exercise
  • Breakout groups: map out party obligations in a sample PPA term sheet
Day Two: Core Commercial & Legal Clauses
Term, Extension & Termination
  • Defining contract duration, renewal options
  • Early termination triggers: default, change in law, force majeure
Performance Guarantees & Liquidated Damages
  • Designing availability, minimum delivery, and performance metrics
  • Calculating liquidated damages for delays and under-performance
  • Case vignette: enforcing LDs in a wind-farm PPA
Representations, Warranties & Indemnities
  • Structuring seller/buyer reps and warranties
  • Scope and caps on liabilities; indemnity carve-outs
Insurance, Bonds & Financial Security
  • Types of required insurance policies
  • Performance bonds, parent guarantees, and letters of credit
Change in Law & Regulatory Risk
  • Drafting change-in-law provisions to protect revenue
  • Allocation of permitting and licensing risk
Interactive Drafting Session
  • Redline a model 'force majeure' clause, incorporating best-practice triggers
Day Three: Risk Management & Financing Considerations
Identifying Key Risks
  • Credit, tenor, currency, and commodity price volatility
  • Political, sovereign, and off-taker default risks
Quantifying and Mitigating Risk
  • Shape-of-load, balancing, and ancillary services risk
  • Hedging strategies, escrow accounts, and credit wraps
Cost Overruns & Variation Orders
  • Managing EPC contractor claims
  • Change-order approval workflows
Tax & Subsidy Considerations
  • Impact of tax incentives, cross-border withholding taxes
  • Integrating subsidy and grant flows into tariff design
Case Study Exercise
  • Simulate a lender due-diligence 'risk heat map' for an IPP project
Day Four: Commercial Structures & Tariff Design
Pricing & Tariff Mechanisms
  • Fixed vs. variable tariffs; escalators and indexation
  • 'Take-or-pay' and 'take-and-pay' constructs
  • Wheeling: using Eskom's or municipal grid infrastructure to transport privately generated power to an off-taker, and how wheeling fees are negotiated and structured in the South African market
Metering, Measurement & Verification
  • Standards (IEC, AEE); calibration & dispute protocols
  • Remote monitoring platforms
Credit & Tenor Risk Allocation
  • Off-taker credit enhancement: guarantees, standby letters
  • Lender expectations on tenor matching asset life
Balancing & Profile Risk
  • Managing intermittent generation (solar, wind)
  • Procuring ancillary services; imbalance settlement
Interactive Modelling
  • Build a simple cash-flow model to compare tariff scenarios
Day Five: Negotiation & Dispute Resolution
Negotiation Framework
  • Term-sheet preparation and priority issue matrix
  • BATNA analysis; interest-based negotiation techniques
Mock Negotiation Workshop
  • Role-play: seller vs. buyer teams negotiate key terms (pricing, guarantees, termination)
  • Real-time feedback on negotiation tactics
Dispute-Resolution Mechanisms
  • Litigation, arbitration, mediation, expert determination
  • Drafting dispute-resolution clauses and seat/jurisdiction selection
Contract Governance & Close-Out
  • Establishing compliance monitoring, notice/waiver regimes
  • Lessons-learned session: common pitfalls and success factors
Capstone Exercise
  • Negotiation debrief: participants refine a key clause based on mock outcomes

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FAQs – Power Purchase Agreements

Master tariff structuring, risk allocation, regulatory compliance, and off-take provisions. This power purchase agreements course equips energy and finance professionals to negotiate bankable clean energy contracts.

What topics are covered in the Power Purchase Agreements (PPA) course?
The course covers PPA structures (on-grid, off-grid, synthetic, and corporate PPAs), tariff mechanisms, risk allocation (curtailment, force majeure, default), off-taker creditworthiness, regulatory frameworks, project finance integration, and dispute resolution clauses.
Who should attend the Power Purchase Agreements training?
This course is essential for energy sector executives, project developers, IPP project managers, corporate energy buyers, legal advisors, financial analysts, utility managers, and government regulators involved in structuring, negotiating, or executing power contracts.
What are the primary learning objectives of this PPA course?
Delegates learn to evaluate complex PPA commercial terms, allocate energy sector risks effectively between power producers and buyers, structure bankable agreements for project financiers, and negotiate key performance guarantees and price indexations.
How long is the Power Purchase Agreements (PPA) course?
The programme is structured as an intensive 5-day specialized masterclass featuring PPA financial modeling workshops, contract drafting clinics, and mock negotiation exercises based on real-world energy projects.
What practical skills will delegates gain from this masterclass?
Participants will gain hands-on skills in calculating levelized cost of energy (LCOE) vs. tariff structures, drafting critical risk mitigation clauses, assessing off-taker payment security mechanisms, and negotiating termination and buyout liabilities.
Can Prospen Africa deliver this course as customized in-house training?
Yes. Prospen Africa can tailor the masterclass to focus on your specific energy sector context—whether renewable energy (solar/wind), wheeling arrangements, cross-border power trading, or regional IPP frameworks across Africa.

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