PFI handback and expiry

The expiry of a PFI Project Agreement and the handback of the project assets to the public sector is a distinct project with its own logistical, technical and legal challenges. The National Infrastructure and Service Transformation Authority estimates more than 600 PFI projects will expire between 2025 and 2048, with almost half of these closing in the period between 2032 and 2037. It recommends that authorities prepare for contract expiry seven years in advance.

Procuring public sector bodies, project companies and their supply chain require support on critical handback issues, including identifying and agreeing the handback process, handback condition, asset and property (including IP) ownership, and TUPE matters. We specialise in providing advice on structured planning, relationship management and the contract variations required for the successful handback of PFI assets at contract expiry. We also advise on the re-procurement of critical services previously provided under expiring PFI contracts.

What sets us apart

Public and private sector partners: With a 50:50 public-private sector client base, we work across the full spectrum of PFI stakeholders, including local authorities, central government departments, health commissioners and providers, construction contractors, facilities management providers and funders. This means we understand every perspective in a PFI arrangement and can bridge the gap between public and private sector interests.

Dedicated PPP specialists: We have the depth of resource and technical knowledge to handle projects of any scale and complexity.

National reach with local insight: With integrated offices across the UK and Ireland, we combine national capability with local service. Wherever your PFI project is based, you have direct access to experts who understand both the regional context and the national policy landscape.

Integrated, full-service support: From commercial issues to construction, employment, procurement, finance and public law, our fully integrated team brings all this together in one place, reducing the need for multiple advisers and ensuring co-ordinated, efficient and consistent support throughout the lifecycle of your project.

PFI disputes

Public private partnership (PPP)

Guide

Leveraging private finance for public infrastructure: Shaping future PPP models

We conduct comprehensive early-stage contract reviews working alongside technical and financial advisers to identify ambiguities, documentation gaps and misalignment between stakeholders as to the practical implications of often limited and vague expiry-related contract terms. This proactive approach allows us to seek agreement on interpretation and expected outcomes to avoid disputes where possible.

Sector examples

Education: Reviewing handback condition requirements for classrooms, mechanical and electrical systems, and statutory compliance obligations.
Healthcare: Identifying gaps in expiry provisions affecting clinical environments, plant and medical equipment.
Local government: Analysing handback terms for multi-site or technically complex assets such as waste facilities, highways and lighting networks.

Supporting clients to identify and agree the handback process, including handback condition standards, inspection protocols, remediation responsibilities and timescales. We work collaboratively with technical advisers to ensure alignment between contractual obligations and practical delivery.

Sector examples

Healthcare: Detailed readiness assessments for clinical environments, infection control standards and plant condition.
Education: Condition reviews of teaching spaces, sports facilities and building fabric to establish baseline standards.

Advising on the transfer of asset and property ownership at contract expiry, including land, buildings, equipment and intellectual property rights. We ensure clarity on what transfers to the public sector, what remains with the contractor, and the licensing arrangements for any retained IP.

Sector examples

Healthcare: Transfer of medical equipment, building management systems and clinical software licences.
Education: Ownership of ICT infrastructure, security systems and building-specific IP.
Waste and energy: Transfer of specialist plant, operational software and performance data.

Providing comprehensive advice on TUPE implications at contract expiry, including employee transfers, pensions, consultation requirements and integration with new service providers. We work with HR and pensions specialists to ensure compliant and smooth workforce transitions.

Sector examples

Healthcare: Managing NHS-linked workforce obligations and transfers to new facilities management providers.
Education: TUPE transfers of catering, cleaning and maintenance staff at contract expiry.
Local government: Workforce transitions in leisure, waste and civic building PFIs, including pension protection issues.

Advising on and drafting the contract variations required to facilitate successful handback, including amendments to handback procedures, condition standards, access rights and transitional arrangements. We ensure variations protect our clients' interests whilst maintaining positive working relationships.

Sector examples

Healthcare: Variations to accommodate changes in clinical service delivery or NHS estate strategies.
Education: Amendments to reflect changes in educational requirements, safeguarding standards or building regulations.

Supporting public sector clients with the re-procurement of critical services previously provided under expiring PFI contracts, ensuring continuity of service delivery and smooth transition from PFI to new arrangements. We provide integrated procurement, commercial and transition advice.

Sector examples

Healthcare: Re-procuring facilities management, maintenance and clinical support services.
Education: Tendering for catering, cleaning, grounds maintenance and building maintenance services.
Local government: Re-procurement of waste collection, street lighting maintenance or leisure facility management.

Our approach encompasses comprehensive legal project management, from the initial assessment through to final handback and service transition, ensuring continuity and strategic oversight throughout the handback period. We deploy dedicated teams with specialists in the full spectrum of legal disciplines required for complex PFI expiry matters. Our methodology emphasises early engagement with all stakeholders, collaborative working with technical and financial advisers, and proactive relationship management to build consensus and achieve optimal outcomes through structured dialogue.

Sector examples

Healthcare: Coordinating between NHS trusts, ICBs, contractors, funders and technical advisers across multi-year handback programmes.
Education: Managing stakeholder engagement across local authorities, academy trusts, contractors and the Department for Education.

East London Waste Authority

Advising the authority on the expiry of its long-term integrated waste management PFI contract, including on:

The SPV’s obligations on expiry with regards to the handback of the project sites and equipment, including project documentation, the removal of waste and assistance with any replacement contractors.
The impact of the expiry process on the PFI contract including re-drafting of contract terms and the payment mechanism to give certainty to all parties.
Contractual insurance obligations.
Qualifying changes in law.

We are also advising the authority on the re-procurement of the services provided under the integrated waste management contract.

Government department: Handback and expiry

Advising in relation to various contract interpretation queries arising out of its trunk road DBFO contract, including:

Handback/ expiry processes including:
- Whether changes to a handback requirement is an alternative proposal under the contract and whether government department can object to it; and
- What documents/evidence can be used a part of a joint initial inspection and who bears the costs of that initial inspection.
Whether other asbestos regulations also apply to the DBFO contract.
Department’s change process (service variations).
Alternative proposals including those relating to resurfacing and replacement procedures for undertaking surveys on the road.
Changes in law.
Delegation of responsibilities to the service provider.
Additional work.
Traffic management and maintenance obligations.
Supporting in the resolution of various contractual disputes.

700 +

PFI projects in the UK

56 £bn

private sector investment

76 %

PFI projects delivered on time and 78% completed on budget (National Audit Office)

150

nationally significant infrastructure projects planned by 2029

Banking and finance

Commercial dispute resolution

Construction and engineering dispute resolution

Health and social care disputes

Project finance

Public contracts, projects and funding

Public private partnerships (PPP) and PFI

Project Manager Government department

“Thank you and your team for your work this year, it’s been a pleasure working with you and just to say thank you for the professional and friendly service you provide.”

Finance Manager Local authority

"I just wanted to formally express my thanks for all your excellent guidance over the last two days. The last two days have been some of the most challenging I think I have faced. Thank you for getting us sanely through to an outline deal."

Director of Estates, Facilities and PFI NHS Trust

“I just wanted to drop you a line to say a huge thank you for all your support and advice on our journey to completion and in particular last night when things got a little frantic in requiring actions beyond normal office hours! Your advice and support throughout our journey have been vital and it has been a pleasure to work with you along the way.”