Tom Johnson

Tom’s experience includes advising:

• the Secretary of State for Transport in relation to the Brown Review on the future of UK rail franchising (with particular reference to the provisions of the template franchise agreement and related rail legislation).
• the Department for Transport (DfT) in relation to the Intercity East Coast franchise reletting.
• DfT in relation to its procurement of 106 extra carriages for the fleet for Pendolino trains, manufactured by Alstom, and the proposed procurement of 200 diesel multiple units for use on the UK rail network. Tom was the partner responsible for all aspects of the day-to-day conduct of these matters and for the overall relationship with DfT.
• DfT in relation to a £32.2 billion loan facility to Network Rail.
• DfT in relation to the provision of guarantees in respect of Network Rail’s obligations under certain insurance contracts.
• A train operating company in relation to a confidential corporate transaction.
• SNCF in relation to its participation in the privatisation of the Greek national rail operator, Trainose.
• GB Railfreight in relation to the procurement, leasing and maintenance of a fleet of 30 class 99 bi-mode locomotives, owned by Beacon Rail and manufactured by Stadler.
• The Go-Ahead Group Plc in relation to a review of, and various amendments to, its bus financing documents.
• The Go-Ahead Group Plc in relation to loan facilities with Bank of Tokyo-Mitsubishi UFJ, Limited and Santander.
• The Go-Ahead Group Plc in connection with its application for the Bank of England’s Covid Corporate Finance Facility.
• Keolis S.A. in relation to the procurement, maintenance and leasing of new rolling stock for use on the Hellweg-Netz franchise area in Germany.
• A train operating company in relation to Delay-Repay claims.
• National Express Group on its bid for the UK’s Great Northern/Thameslink rail franchise.
• National Express Group on the handover of the UK’s Wessex Trains franchise; and the simultaneous handover of the Midland Mainline, Silverlink County and Silverlink Metro franchises as part of a franchise re-mapping process.
• Silverlink Train Services Limited on the acquisition, leasing and maintenance of a fleet of 30 x 4 car Class 350 / 1 Desiro Electrical Multiple Units manufactured by Siemens plc, including the negotiation with Siemens plc of a service agreement for the maintenance of the fleet and a related depot facilities agreement.
• Midland Mainline Limited on the acquisition, leasing and maintenance of a fleet of 122 newly manufactured trains.
• The UK Government’s Strategic Rail Authority (SRA) on the drafting and development of its template franchise agreement.
• The Board of Auckland Transport on the development of its franchise agreement.
• The Office of Rail and Road (ORR) on certain aspects of its Periodic Review, including drafting revisions to Schedules 4, 7 and 8 to the model passenger, freight and open access track access contracts, drafting bespoke amendments to certain operators’ track access contracts and drafting the review notices, the review implementation notices, template notices of agreement and template track access contract supplemental agreements, each in  accordance with the requirements of the Railways Act 1993 and to reflect ORR’s final determinations for the then current Control Period.
• ORR on the interpretation of specific provisions of the model passenger track access contract in response to comments raised by Network Rail and the Association of Train Operating Companies.
• ORR on the development and drafting of a model Freight Customer Track Access Contract, enabling freight customers to “draw down” track access rights into the track access contracts of other freight operating companies.
• Union Railways North Limited, a subsidiary of Channel Tunnel Rail Limited, in relation to the leasing of certain diesel-electric locomotives to GB Railfreight Limited.
• A consortium bidding for the Kuala Lumpur-Singapore high speed rail project on the rail financing and regulatory aspects of that project.
• Bombardier Transportation in relation to its bid to supply trams to Centro, the Birmingham Passenger Transport Executive.
• Bombardier Transportation on a Vehicle Supply Agreement for the supply of rolling stock for use on the Docklands Light Railway, and providing contractual advice on various other matters.
• Bombardier Transportation in relation to its bid to supply rolling stock to the Passenger Rail Authority of South Africa.
• Bombardier Transportation in relation to its proposed combination with another major rolling stock manufacturer.
• Construcciones y Auxiliar de Ferrocarriles in relation to the procurement of rolling stock for London Underground’s Piccadilly Line.
• Hitachi Rail Europe Limited on the rolling stock aspects of the UK’s Crossrail procurement. This involved negotiating heads of terms for the manufacturing and depot provision agreement and the maintenance agreement, together with reviewing the Rolling Stock and Depot Service Provision Agreement and advising on the signalling contract.
• Hitachi Rail Europe Limited on the contract to supply rolling stock and related long-term maintenance to Abellio ScotRail Limited. The contract, for 46 three-car and 24 four-car units, represented the first order for Hitachi’s AT200 design.
• Hitachi Rail Europe Limited on its bid to supply trains to First Great Western and on 5 further rolling stock supply bids.
• Stadler Rail on its successful bid for the supply of new trains to Merseytravel, to replace the existing fleet with a new fleet of 52 trainsets, improving safety and leading to a 60% increase in capacity.
• Stadler Rail on its bid for the supply of new trains to Stagecoach in connection with the South West Trains franchise.
• Eversholt Rail in relation to a wide variety of rolling stock financings, maintenance arrangements, leasing arrangements, franchise terminations, lease amendments, spot hire arrangements, rolling stock modification contracts, refurbishments, overhaul contracts and warranty arrangements, dispute management and all aspects of Eversholt’s relationship with the Department for Transport.
• Eversholt Rail in relation the restructuring of a pre-privatisation structured financing transaction relating to a fleet of rolling stock.
• Eversholt Rail on its bid to finance new rolling stock for Arriva in connection with their bid to operate the Wales and Borders franchise. Advised on the Manufacture and Supply Agreement, project documentation and leasing and tender documents.
• Eversholt Rail in relation to drafting and negotiating the asset management services agreement to regulate the provision of services by Eversholt to the Thameslink consortium, Cross London Trains Limited.
• Eversholt Rail in relation to certain marketing agreements regarding the potential sale of  rolling stock.
• Eversholt Rail in relation to a wholesale restructuring of its business.
• Porterbrook Leasing Company Limited in relation to various rolling stock maintenance, financing and leasing matters, and Porterbrook’s relationship with the Department for Transport.
• Porterbrook in relation to a substantial new-build rolling stock procurement.
• Angel Trains in relation to the drafting of a template contract for the design, fitment and installation of equipment on rolling stock.
• Angel Trains on the refurbishment of and extended master operating lease agreement for Angel Trains’ fleet of rolling stock to be leased to a subsidiary of the Merseyside Passenger Transport Executive. Tom was responsible for drafting and negotiating the novation and leasing documentation, and advising on maintenance documentation.
• Angel Trains on the extension of a rolling stock lease to Great North Eastern Railway Limited. Tom was responsible for negotiating the extended lease documentation and ancillary documents.
• Angel Trains on the migration of a fleet of rolling stock to the Wales and Borders franchise area, and the drafting of related leasing and maintenance services documentation. This involved complex leasing issues arising from the termination of the then current lessee’s franchise and its replacement with another lessee.
• A ROSCO in relation to the regulatory aspects of the digital railway.
• Commonwealth Bank of Australia on a £900 million rolling stock financing in partnership with Angel Trains. The financing, part of one of the largest-ever privately-procured train orders in the UK, is to be used to finance a new fleet of 665 Bombardier Aventra trains for Abellio’s East Anglia franchise.
• Commonwealth Bank of Australia and Lloyds Bank in relation to the potential exercise of a put option regarding a structured financing for rolling stock leased and operated in The Netherlands.
• Dresdner Bank AG London Branch on a €273 million securitisation of lease rentals from freight rolling stock leases of railcars owned by the Swiss rolling stock owning group, AAE Group, operating in 25 European jurisdictions. This involved conducting legal due diligence in 25 European jurisdictions (including in response to Rating Agency requests) and obtaining legal opinions from counsel in those jurisdictions, as well as drafting the financing and security documentation.
• ING Bank as Agent, together with a syndicate of seven lenders and the letter of credit providers and hedge providers, on a €600 million multicurrency secured asset financing of a fleet of approximately 1,000 rolling stock assets operating in 14 European jurisdictions.
• Bank of America on an operating lease of seven EMD diesel-electric locomotives to Akiem SAS, a wholly-owned company in the SNCF group.
• Export Development Canada in relation to the financing for EWS of 60 diesel-electric locomotives manufactured by Electro-Motive Diesel, Inc., and the restructuring of a structured leasing transaction involving the leasing of freight rolling stock to Angel Trains.
• Siemens Transportation Systems in connection with European Rail Alliance’s bid for the UK’s Intercity Express Programme.
• Barclays Bank and Commonwealth Bank of Australia on their debt participation in the financing of 30 new Bombardier trains for the UK’s Stansted Express route. Included advising on the Franchise Agreement termination regime and the powers of the Secretary of State to extend the term of the relevant franchise) for up to 7 reporting periods.
• The Royal Bank of Scotland on the proposed Merseytram Line 1 Lease; involved provision of in excess of £250 million lease finance for trains, track, signalling and all other allowable equipment comprised in the project, the assumption by RBS of payment obligations on behalf of various contractors, and the provision of letter of credit support.
• Marubeni Corporation in relation to its proposed acquisition of a European ROSCO.
• DVB Bank in relation to the sale of its rail portfolio.
• JLIF Limited Partnership on its acquisition of a 20% equity stake in Rail Investments (Great Western) Limited in connection with the UK’s Intercity Express Programme. The acquisition marked JILF’s first investment in rail rolling stock.
• HSBC Rail in relation to the leasing implications relating to the termination of NXEC Trains Limited’s franchise in November 2009.
• Metrolinx on a white paper analysis of procurement options for the Regional Express Rail upgrade project in Canada.
• The Ghanaian Railway Authority on the development of its rail regulatory system.