Infrastructure Finance Fundamentals (ADN Capital Ventures)
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Transcript of Infrastructure Finance Fundamentals (ADN Capital Ventures)
Two main debt funding op�ons: * Commercial banks / lenders provide loans, o�en sharing exposure through a syndicate structure * Bonds are sold to capital markets, arranged by investment banks
Project risks are transferred and shared amongst stakeholders
No direct (or only limited) recourse to the project’s sponsors, other than their equity commitments
The debt is secured by the asset and various associated contracts
Lenders are totally reliant on the assets and cash flows of that project for interest and loan repayment
Establishes a single purpose company
1
What is Project Finance?
Project finance is
the arrangement of financing
and
sharing of risk between
capable parties
for
infrastructure and industrial
projects based upon
the projected cash flows of the
project.
2
Project Company -‐ SPC Operator
Operations and
Maintenance Agreement Contractor
Technology Supplier
Byproducts/ Services
Fixed Price Construction
Contract
Fees
State – governance
Senior Debt Providers / Bond
Holders
Credit Agreement and Security
Enabling
legislation
Sponsors – Equity Other Investors /
Sponsors
Financial Revenue Insurance Technical Legal
U�lity / Industrial Client
PPA/ Offtake Agreement
Permits
Project team & advisors / areas of exper�se
Capital Providers
Owners
Project Parties and Commercial Arrangements
3
Project Finance is about Sharing Risks
♦ Transfers risk to the private sector / off-loads responsibilities and obligations
– Development – Construction – Operation – Maintenance – Financing
♦ Brings off-balance-sheet financing
♦ Focuses on life-cycle costs
♦ Introduces private sector disciplines (management, efficiencies, innovation, value engineering)
♦ Improves operating and management efficiencies
construction
operation financing
maintenance
4
Public Sector
Private Sector
Lenders Structural/Comments
Design & Technology Depends No
♦ Technology performance / warranties / support / technology vendor
Construction No EPC No
♦ Fixed price contract facilitates cost overrun
Operation No
Operator No
♦ Operator’s risk / guarantees & warranties / contractual / incentives & penalties mechanism
Maintenance No No
♦ Maintenance responsibility & reserves / equity returns post-‐funding of maintenance service
Land No No
♦ Most often this function and risk is assumed by the public sector (infrastructure projects)
Permits No No
♦ All project permits and construction permits are the responsibility of the developers
Revenue
Minimal ♦ Key investment driver / project viability /
thorough analysis of traffic and revenue risk
Finance Depends ♦ Project type / Capital structure / reserves /
viability
Key Project Risks
5
(800)
(600)
(400)
(200)
0
200
400
600
800
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
year of concession
Mill
ions
of U
S$
nom
inal
Opex Capex
Senior debt interest & fees Senior debt repayment
Dividends Tax
Equity subscribed Debt drawdown
Total Revenues
Typical Cash Flow Profile
Requirements for Private Participation
Category Definition
Definition Tightly-bound, ironclad definition of project with good & clean limits
Size Large enough to attract strong international interest, but not so large as to force need for large bidding groups, thus limiting competition
Timeframe Adequate to bring project to completion – balanced, sufficient time to organize tender competition but short enough to maintain high level of bidder interest
Skill-sets Should not require extensive skillsets – avoid complex, extensive multi-purpose projects that require expensive and diverse skills
Interfaces Complex project structure and inter-organizational agreements take longer to implement than simpler networks
“Financeability” Avoid projects with unproven technology, significant business risks, complex implementation techniques, etc.
Regulation Required to establish project privatization with defined mechanisms on setting tariffs. Legal framework for the Government to regulate and monitor PPP performance
Technical Factors Wealth of technical data available for more efficient monetization
Land &Permits Clear definition of ownership of land, right of way and permitting process
Competition From other projects or sectors
6
7
Contractors
u ACS Dragados
u Vinci
u Bouygues
u Skanska
u Fluor…
Asset Operators u Port operators (PSA)
u Road operators (Autostrade)
u Airport operators (TBI)
u Rail Operators (Virgin)
u …Public Agencies
Developers
u Cintra
u Abertis
u Hochtief PPP
u Macquarie
u Serco and others
u …Public Agencies…
Financial Sponsors
u Infrastructure Funds
u Pension Funds
u Private Equity
u Institutional investors
u …Government / Public Agencies
Key Project Stakeholders
Project /
Corporate
Relationships
8
IPO Concession/ BOO(T) Trade sale
JV/strateg ic partner Design-‐Build
Manag ement contract
u Ownership of the asset is widely distributed
u Assets are at a mature stage of developments
u “Politically” and socially more acceptable of the privatization options
u Most common form of privatization
u Contractual arrangement and transfer of the “ rights” to manage, operate and maintain a road
u Suitable for greenfield assets
u An existing road operating company or its assets are sold to corporate investors or joint ventures
u Requires careful drafting of bidding terms
u Suitable for mature assets
u Government retains an interest in the asset (minority)
u Majority interest goes to the private sector
u Public procurement of designed projects
u Private bidding for the construction
u Public ownership and public operation
u Contractor receives a (management) fee from the authority based on performance and implementation of services provided
u Fees and charges are paid by users to the asset authority (government)
Forms of Private Sector Involvement
Private Construction
Public Management
Higher
DBB BT BL BTO DBFO BOT BOO(T)
Private Sector Participation
9
Different Models for Infrastructure Delivery
Public Finance Model - USA PPP / Concession Model
Management
Rating
Debt
Equity
Taxation
IRR/dividends
Cost of Debt
Depreciation
þ
Control of Tolls / User Fees
AA-BBB Mostly BBB
100% 55% - 85%
None or possibly development cost / investment
10-20% optional capital structure
None over 10%+
None Incentives-limited tax holiday(s)
None Yes – depends on asset base
[4.0% – 5.5%] [5.5% – 8.5%]
State / Public Enterprise Private Sector / Regulated
þþ
10 10
Structuring Challenges for Project Finance
♦ Greenfield projects are highly complex
♦ Require careful preparation
♦ High risk profile / who pays for the risk and how
♦ Must prove profitability AND affordability
♦ Highly capital intensive
♦ Long construction periods
♦ Highly contested projects (unions; citizens; etc..)
♦ Expensive undertakings
11
Non Finance Challenges and Issues
♦ Public sector as counterparty
♦ Lack of resources trained in new implementation models
♦ Managing procurement change
♦ Easy targets to challenge / high level of scrutiny
♦ Complex design – impact to costs
♦ Necessity for sophisticated/experienced resources in Gov. teams
♦ Long gestation horizon
♦ High uncertainty and risk
...suitable team and strategy is crucial to address these issues
12
NewCo – Project Co
Debt lenders (70% — 90%)
Equity investors (10% — 30%)
Candidates — Project sponsors — Project vendors — Operators — Financial
investors
IPO / Equity capital markets
or
Bank market
Syndicated loan market
Credit enhancement
Capital markets
Bond issues — TIFIA — 144A — Bonds — Monoline wraps
Capital Structure and Providers of Capital
____________________ (1) Does not include public sector support (grants or guarantees)
Risk free rate (treasuries) +
Construction risk +
Revenue model +
Operation risk +
[Seniority] +
Ownership premium
Risk free rate (treasuries) +
Project risk premium +
Swap rate +
[Premium]
...so how much do I pay for capital?
Equity: Shareholders / financial investors
Debt: Lenders / debt capital markets
Expected Returns IRR [12% – 28%] Margins [250 – 400bp]
13
14
Pro
ject
’s e
quity
per
form
ance
& c
osts
Development Construction Operation
Project life
Ramp-up
Capital Investment
Financial Close Construction Completion
Risk to investor
Project Stages
15
Pro
ject
’s e
quity
per
form
ance
& c
osts
Development Construction Operation
Project life
Capital Structure
Equity 20%
[Subsidy 30%]
Debt 50%
Ramp-up
l l
l
Capital Investment
Financial Close Construction Completion
Equity value increased
l
Risk to investor
Project Stages (with Finance Events)
Refinancing
Equity 10-15%
Debt / Bond 85-90%
16
Rationale for Project Equity
♦ …“Skin in the game”…
♦ Economic requirement
♦ Strong management discipline
♦ Accountability on performance
♦ Focus on the “bottom line”
♦ Design innovation
♦ Cost savings over life cycle
♦ EPC – completion on time; on budget and with quality
♦ O&M performance
17
Types of Debt Products
….however, the project characteristics will determine the type of debt and debt structure that is suitable for the project
Form of Debt Provider
Commercial bank debt US & international commercial banks; syndicated market / underwritten
Public bond market Investment banks / best efforts
Private placement Institutional market; investment banks / best efforts
Subordinated debt Commercial banks; developers; project sponsors
Multilateral A/B loans World Bank; IFC; IADB; others
Credit enhancement ECAs; commercial banks
Insurance cover & guarantees ECAs; public agencies
18
Raising Bank Debt …
♦ Lead-arrangers versus Club
♦ “Personalized” service
♦ Highly iterative approach
♦ Managed approach
♦ Hands on and lots of input
♦ Ongoing negotiations
♦ Banks do add value to a deal
♦ Unrated deals possible (no need for S&P / Moody’s rating)
♦ Different structuring culture
19
Capital Suppliers in Infrastructure
CCoommmmeerrcciiaall BBaannkkss IInnvveessttmmeenntt BBaannkkss IInnssttiittuuttiioonnaall IInnvveessttoorrss GGoovveerrnnmmeenntt BBooddiieess
BNP
Calyon UBS
Governments –
Ministries of Finance
Dexia Credit Suisse DB RREEF
BBVA Deutsche Bank Multi-Laterals (TIFIA)
Santander Goldman Sachs Departments of Transportation
RBS Morgan Stanley Canada Pension Plan
PPP Teams /
Task Force Barclays Lazard
WestLB JPM Others
HSH
MedioCredito
Espirito Santo
20 20
Financing Models for Less Economic Assets or Social Infrastructure (*)
Solution may entail:
♦ Availability Payment
♦ Government Support
♦ Hybrid payment mechanisms
(800)
(600)
(400)
(200)
0
200
400
600
800
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 year of concession M
illio
ns o
f Eur
os n
omin
al
Opex Capex Senior debt interest & fees Senior debt repayment Dividends Tax Equity subscribed Debt drawdown
Revenues
Project Revenues < Annual Costs
(*) Social Infrastructure includes hospitals, schools or universities, and other projects with no direct user fees
21
An Innovative yet Practical Structure that Supplements Project Revenues
Note: 1 State budget items
Costs
Opex
Debt service
1A-firm Return on equity
DSRA amount
+
+
+
Revenues
Forecasted user revenue
+
Financial contribution1
DSRA Replenishment
+
PR
OJE
CT
Liquidity Support
12 month debt service reserve
Any intra-year cash flow shortfall is covered by the DSRA
=
22
City Actions for Successful Implementation
♦ Sophisticated management team (leverage private-sector advisors)
♦ Establish clear priorities and objectives (public needs & project aligned)
♦ Maintain transparency throughout the project development
♦ Conduct competitive tender BUT accept unsolicited offers
♦ Mayor’s governance & powers
♦ Create investment incentives (tax deferral, tax holiday, fiscal support)
♦ Standardize tender process
♦ Offer fast track permitting
♦ Stick to the timetable
What have I learned along the way?
23
ü Sound structures that are sustainable (withstand recession)
ü Experienced advisors are worth the money
ü Understand and prioritize objectives
ü Aim for “win-win” among all stakeholders
ü Identify multiple funding options
ü Delays destroy project value ( value of time )
... and…
ü It all about people relationships
24
Scott D. Henderson Director, Finance C40, in partnership with the Clinton Climate Initiative Berkeley, CA 94708 USA Cell: +1 415-548-0099 [email protected] http://live.c40cities.org/
Contacts
Adam Nicolopoulos President and CEO ADN Capital Venture, Inc. 810 College Avenue, Suite 7 Kentfield, California, 94904 USA Office: +1 415-785-4613 Cell: +1 415-246-1765 [email protected] www.adncv.com