Project Finance for Renewable Energy “Jordan Renewables” workshop in conjunction with EDAMA Four Seasons Hotel, Amman.

Indraj Mangat, Partner, Banking

Eversheds LLP

16th May 2013

Limited Recourse and Non Recourse Financing – Terms used interchangeably

• What is it?

“The financing of the development or exploitation of a right, natural resource or other asset where the bulk of the financing is to be provided by way of debt and is to be repaid principally out of the asset being financed and its revenues.”

• Key features

Financing – Possible routes • Limited/Non recourse debt for greenfield projects

• What is limited recourse

• The “full scope “project finance version, allowing significantly lower equity commitments

• It is available, but requires to go through a specific discipline

• Subject to rating agencies perception

• Limited/Non recourse refinancing of operational projects

• Available now that more projects are actually operational and have good track records

• Simpler than greenfield as all construction contractual & management issues have been resolved

• May take the form at some point of portfolio refinancings (and allow for sale of minority stakes in these as well)

• Sale of minority stakes in projects, pre- or post-completion

• Allows to recycle capital invested in existing projects into new ones without loss of operational control

• Recent transactions have shown there is appetite from many types of investors for these assets

• Most interested investors to date prefer to avoid construction risk, but that will change

• Allows capture of value through long term O&M arrangements or PPAs

Project Finance Structure

Shareholders

SPV

Landlord

Offtaker

Subcontractors Subcontractors Subcontractors

Banks

Direct Agreements and Assignments

Security (Debenture)

Limited Recourse Facility

Leases

Key elements of bankability of wind projects

Property and planning

• Option for lease and lease

• Term of lease

• Certainty of rental and other costs - RPI

• Termination rights

• Direct Agreement

• Grid Connection - wayleaves

• Site access roads

• Adjacent rights - restrictions

Energy Yield

• Wind/Solar Data

• Correlation

• P50/P90 – debt sizing

Debt to Equity

• History of developer

• Site

• Funding shortfalls

• Contingent equity

• Change of control

Grid Connection

• Date of connection

• Capacity

• Land rights

• Remedies

Technology

• Turbine supplier/Panel Supplier

• Warranties

• O&M

• Currency risk

PPA

• Term

• Contract Price

• Price adjustments

• Change in law

• Counterparty risk

• Security arrangements

Construction

• Longstop date

• Assumed completion date

• Liquidated damages

• Collateral warranties

• Interface issues – multi-contracting

• Insurance and title transfer

Operational

• O&M agreement

• Project management agreement

• Availability guarantees (95%-97%)

• Debt service reserve

• Maintenance reserve

• Monitoring

Bank Protections

• Security structure

• Intercreditor issues

• Distributions and distribution conditions

• Reporting requirements

• Accounts and project revenue control

• Insurance

• Hedging agreements

Lender – Sponsor Friction points • How intrusive is the due diligence?

• Review of interfaces, sub-contracts, logistics and project management – irrespective of contractual

structure

• Review of technology, supply chain, quality control processes, key personnel, sub-contractor

creditworthiness

• How involved are the banks (or relevant advisors) in contract negotiation?

• Requirement for a number of PF-standard clauses

• More explicit warranty and interface language

• Decision on number of contracts

• Responsibility for vessels

• Parent company guarantees or performance bonds

• How strict are the financial covenants?

• Detailed information – and at times, validation of decisions

• Share retention clauses

• Debt: Equity 70:30

• Equity Upfront

• Consecutive O&M assumptions

• What are the terms and conditions for long term O&M?

• Tenor, scope, liability, fixed price, counterparty

• Options to exit after a few years

PF or not to PF (1)

• It helps improve risk discipline for the project

• More external eyes on contracts, interfaces and detailed project structure

• Specific focus by banks and their advisors on potential downside scenarios

• Project can “work” on a stand-alone basis (which makes it easier to sell)

• It can help investors – and contractors!

• Blame the Bank

• Less zero-sum negotiations

• It’s really limited/non-recourse

• Banks take construction risk on the basis of the contracts and committed contingency mechanisms

• While sponsor involvement is valued, banks evaluate deals with no expectation of additional cash in

• Pricing will come down

PF or not to PF (2) • It needs to be an early decision by investors

• A lot of the value from project finance discipline comes at an early stage, when choosing the contractual structure and negotiating the relevant contracts

• The good news is that a lot of that work can be done without involving large banking groups, by using a small number of specialised advisors

• It requires experienced advisors

• Bring in at your side entities which have credibility as lenders’ advisors and ask them to look at the project from the perspective of lenders

• Good, legal, financial and technical advisors are indispensable

• Pre-packaging a deal that banks will accept

• Investors and contractors need to be committed to it

• Counterparties will accept to incorporate banks’ requirements in their commercial offers only if they really believe that the project will not happen without external financing

• Take into account the feedback from specialised advisors

Eversheds Clean Energy and Renewables Sector

Indraj Mangat, Partner, Banking

Eversheds

+44 776 741 1508

indrajmangat@eversheds.com

Key contacts Michelle T Davies, Partner, Energy

Eversheds

+44 292 047 7553

michelletdavies@eversheds.com

http://cleanenergyblog.eversheds.com/

Follow: EvershedsCleanEnergy @EvershedsEnergy

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