Power Purchase Agreements

The programme

Programme overview

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.

Who should attend

Who is this programme for?

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

Learning outcomes

What you will learn

• 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

Explore the programme

Detailed programme outline

• 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
• Role of PPAs in securing project finance
• PPA lifecycle: term sheet → execution → handback
• Anatomy of a standard PPA document
• 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
• 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
• Breakout groups: map out party obligations in a sample PPA term sheet
• Defining contract duration, renewal options
• Early termination triggers: default, change in law, force majeure
• Designing availability, minimum delivery, and performance metrics
• Calculating liquidated damages for delays and under-performance
• Case vignette: enforcing LDs in a wind-farm PPA
• Structuring seller/buyer reps and warranties
• Scope and caps on liabilities; indemnity carve-outs
• Types of required insurance policies
• Performance bonds, parent guarantees, and letters of credit
• Drafting change-in-law provisions to protect revenue
• Allocation of permitting and licensing risk
• Redline a model 'force majeure' clause, incorporating best-practice triggers
• Credit, tenor, currency, and commodity price volatility
• Political, sovereign, and off-taker default risks
• Shape-of-load, balancing, and ancillary services risk
• Hedging strategies, escrow accounts, and credit wraps
• Managing EPC contractor claims
• Change-order approval workflows
• Impact of tax incentives, cross-border withholding taxes
• Integrating subsidy and grant flows into tariff design
• Simulate a lender due-diligence 'risk heat map' for an IPP project
• 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
• Standards (IEC, AEE); calibration & dispute protocols
• Remote monitoring platforms
• Off-taker credit enhancement: guarantees, standby letters
• Lender expectations on tenor matching asset life
• Managing intermittent generation (solar, wind)
• Procuring ancillary services; imbalance settlement
• Build a simple cash-flow model to compare tariff scenarios
• Term-sheet preparation and priority issue matrix
• BATNA analysis; interest-based negotiation techniques
• Role-play: seller vs. buyer teams negotiate key terms (pricing, guarantees, termination)
• Real-time feedback on negotiation tactics
• Litigation, arbitration, mediation, expert determination
• Drafting dispute-resolution clauses and seat/jurisdiction selection
• Establishing compliance monitoring, notice/waiver regimes
• Lessons-learned session: common pitfalls and success factors
• Negotiation debrief: participants refine a key clause based on mock outcomes

Learning approach

How you will learn

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.

Discuss your requirements

Dates, duration & arrangements

Contact Ratomac to confirm dates, duration, delivery format, entry requirements and any applicable assessment or certification before booking.