The Value of PFI

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    PricewaterhouseCoopers LLP The value of PFI: Hanging in the balance (sheet) 1

    Public Sector Research Centre

    The value of PFI

    Hanging in thebalance (sheet)?

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    About the Public Sector Research Centre

    The Public Sector Research Centre is PricewaterhouseCoopers centre forinsights and research into best practice in government and the public sector,including the interface between the public and private sectors. The Centre hasa particular focus on how to achieve the delivery of better public services, both

    nationally and internationally.

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    PricewaterhouseCoopers LLP The value of PFI: Hanging in the balance (sheet) 1

    Since the Government announced1 the adoption ofInternational Financial Reporting Standards (IFRS) from2008/2009 onwards there has been much speculationabout what this means for the future of the Private FinanceInitiative (PFI). If, as suggested by the recent FinancialReporting Advisory Board (FRAB) consultation paper2, the

    government chooses to apply the service concessionsaccounting standard under IFRS to PFI schemes, and thatapplication means that the great bulk of them have to beaccounted for on-balance sheet3 by government, will thatnot remove the accounting driver for implementing projectsthrough PFI? And, notwithstanding the fact that accountingclassification was never meant to have been the rationalefor the use of PFI, will this not in fact have a significantimpact on the behaviour of procuring authorities andtherefore the pipeline of PFI schemes?

    The relationship between the introduction of IFRS in the

    public sector and the propensity to use PFI is not, in fact,as simple as many have supposed. However, there willclearly be some impact. Indeed, it is arguable that thewidespread debate about the implications of IFRS onPFI may already have had some dampening effect onthe PFI pipeline.

    This is therefore an opportune moment to ask whether, toput it bluntly, this matters at all. Has PFI in fact broughtabout the long term benefits in public procurement whichwere claimed for it? And, to the extent that there havebeen any beneficial effects, how far are they attributable tothe introduction of private finance in PFI, as distinct from

    other aspects of PFI project delivery? Could these benefitsnot have been brought about by, say, the use of Design,Build, Manage and Operate (DBMO) models? In otherwords, what have been the benefits of the Private FinanceInitiative? And do these benefits outweigh any additionalcosts associated with PFI?

    It is also a good time to see whether the blanket answer tothe balance sheet question potentially implied by IFRS willprovide opportunities to improve PFI delivery. Specifically,will there be options to structure projects more efficientlyif keeping them off balance sheet disappears as an

    attainable objective?

    Introduction

    1 Budget 2007 Delivered 21st March 2007 announced the adoption of International FinancialReporting Standard on all public accounts from 2008/9 onwards2 Accounting for PPP arrangements, including PFI Financial Reporting Advisory Board

    consultation paper, issued 10 December 20073 On balance sheet is an industry term indicating that the assets and liabilities associated with theproject are recorded on the balance sheet of the relevant entity

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    The impact of IFRS on accounting for PFI is as yet uncertain.There is a widely held view that the application of InternationalFinancial Reporting Interpretations Committees Interpretation12 (IFRIC 12) by PFI contractors will have the consequencethat PFI schemes involving the creation of single purposeassets will not be accounted for on balance sheet by the PFI

    contractor, except where they take significant residual valuerisk. Further, it is argued that, since the government has in thepast been uncomfortable at the prospect of PFI schemes notbeing on anyones balance sheet, they will issue guidanceindicating that IFRIC 12 should also be used by the publicsector to account for PFI schemes, with the effect that thegreat majority of schemes will be on balance sheet for thepublic sector (i.e. where the assets do not appear on thebalance sheet of the PFI contractor).

    On the other hand, it has been pointed out that anygovernment guidance on the application of IFRS to PFI

    should consider not only of IFRIC12, but also EuropeanSystem of National and Regional Accounts (ESA 95) andany standards developed by the International Public SectorAccounting Standards Board. Running alongside the debateabout the application of IFRS there has been an underlyingview in some quarters that, even under FRS5 and the relevantApplication Note1 most PFI schemes should be classified ason-balance sheet.

    That discussion has centred on HM Treasurys TechnicalNote2, with some commentators speculating that the FRABwas to recommend its withdrawal. Other participants in thedebate argue that, even if the Technical Note were withdrawn,there would still be sound arguments for classifying a good

    number of PFI schemes as off-balance sheet, relying on FRS5and the Application Note.

    Whatever the exact conclusion of these debates, andthe results of the FRAB consultation, it looks safe to assumethat the majority of PFI schemes will be on balance sheet

    going forward. What impact will this have on the publicsectors propensity to use PFI as a method of procurement?

    It should have little or no impact in most central governmentdepartments where for some years the majority (though byno means all) of PFI schemes have been classified as on-balance sheet for the public sector. The position in localgovernment is less clear. Off balance sheet classificationhas been a pre-condition for the award of PFI Credits whichhave constituted a strong fiscal incentive to use PFI. Muchdepends on the structure and amount of any PFI Creditscheme going forward, and on what criteria are used to

    distribute PFI credits in an on-balance sheet world.

    While accounting treatment has been used as a test for PFICredits, it is clear that there is no necessary link betweenthe two. Off-balance sheet treatment has, in effect, beenused as a proxy to indicate appropriate risk transfer, butother indicators could be found. In Australia, for example,very few projects have ever been off-balance sheet, but thishas not stopped the Victorian Government from pursuing arobust PPP policy, or from devising ways of identifying thosegenuine PPP projects which deserve support (see CaseStudy 1, page 3).

    IFRS

    1 FRS5 Application Note F The Private Finance Initiative and similar contracts (effective fromSeptember 1998)2 Treasury Taskforce PFI Technical Note Number 1(Revised): How to account for PFI transactions

    The Treasury have recently published a list of PPP and PFI projects, including details of theirbalance sheet treatment on its website: http://www.hm-treasury.gov.uk./documents/public_private_partnerships/ppp_pfi_stats.cfm

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    Case study 1: PFI without Account ing Treatment Partnerships Victoria (PV)

    Partnerships Victoria (PV) is the brand name for the PublicPrivate Partnerships (PPPs) entered into by the currentVictorian State Government. The more generic term

    PPPs covers a wider range of models and includesinfrastructure based service delivery projects established inVictoria from the late 1980s onwards.

    The Victorian Treasury is responsible for managing thePV programme. PV policy was initially launched in 2000.Some of its central tenets include the retention of coreservice delivery responsibility, the requirement for value formoney (as measured against the Public Sector Comparatorbenchmark) public interest tests, and both a whole oflifecycle and whole of Government approach to theprovision of public infrastructure and related services. As atDecember 2007, 18 PV contracts worth around $AUD 5.5billion in capital investment had been signed by the VictorianState Government (since late 1999).

    Both Treasury and the State Government insist that theaccounting treatment of PVs is not a consideration inprocurement choice. The accounting guidance appliedin the Victorian public sector (and other States too) is setout by the Australian Heads of Treasuries Accounting andReporting Advisory Committee (HoTARAC). More recently,Victorian Treasury has been advising agencies to exercisecaution in using the HoTARAC accounting guidanceon new and emerging projects given the relevant IFRS

    standards (which were crafted for private sector entities).The HoTARAC approach is based on the UK AccountingStandard FRS 5, Application Note F.

    The general rule is that the entity primarily enjoying thebenefits from the infrastructure (and carrying the risks e.g.impairment), is allocated the assets (and the relevant debt).Generally, in Australia, the only cases where the owner ofthe underlying infrastructure assets is judged not to be theState are the projects where the private party takes at leastsome Demand risk, such as self funding projects (where

    revenue is collected directly from the public using theservices, rather than payments from the public sector). Acommon Australian example is toll roads.

    Consequently, at 30 June 2006, only two of the 18 PVprojects signed are or will be off-State balance sheet.

    These two are the Docklands TV and Film Studios andthe EastLink Toll Road (not yet in operation). In addition, anumber of older Victorian PPPs remain off-State balancesheet (e.g. CityLink Toll Road and the full service MilduraHospital), but again the great majority of the pre PV PPPsare also on-State balance sheet.

    To ensure that the decision whether to utilise a PPPstructure is not a function of the accounting treatment sucha project would receive, the decision as to the accountingtreatment comes at the very end of the procurement stage,at financial close. To allow for this, the public sector bodywill have to commit to the expenditure on the project,however procured, and will therefore be prepared for theproject to appear on the balance sheet.

    This is achieved through a set sequence in theprocurement of infrastructure projects:

    1) Identify/define the service need.

    2) Consider the plausible options (technical, financial,social etc).

    3) Business Case: confirm that the project is worth doing,commence assessment of the potential for PV alongwith early development of the key value for moneybenchmark Public Sector Comparator (PSC).

    Criteria involving the delivery of the service, risk transferoptimisation and value for money are therefore the primarydecision-making factors.

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    It is clear that in the UK there will no longerbe an accounting driver to structure aproject as an off-balance sheet PFI scheme

    in order to avoid counting against capitalallocations, since in many cases, thiswill not be practically and commerciallyachievable while still delivering value andaffordability.

    The case for using PFI will as government

    policy has consistently intended turn on itssupposed intrinsic merits as a procurementmethod offering better value for money. Thecurrent accounting debates therefore havethe effect of putting that case under themicroscope. Just how strong is it?

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    The classic case for PFI

    The case for PFI essentially turns on whether it hasachieved the beneficial outcomes it was meant tobring about:

    Focus on outputs/outcomes rather than inputs.

    More rigorous risk/cost analysis.

    Optimal allocation of risk.

    Synergies of integration of design/construction/operation/maintenance.

    Whole life costing.

    Comprehensive competition across all elementsof projects.

    Long term performance management.

    Whole of contract maintenance, and hand-back, of theasset in contractually agreed condition.

    PFI has also arguably had some unlooked forbenefits, not envisaged when it was launched in the 1990s,including:

    Mobilising the sheer project execution ability of theprivate sector. Between May 1997 and July 2007, 123Department of Health PFI schemes were approved,of which 69 were operational by the end of July 2007.These operational schemes had a combined value of4.2bn. It is hard to imagine that this could have beenachieved without the thorough-going involvement ofthe private sector implied by PFI. Only 21 comparable

    publicly funded schemes, approved in the same period,are operational.

    Innovation in banking and capital marketsproducts. PFI projects are now routinely financedon terms which would have been inconceivable inthe mid 1990s.

    Pump priming the development of equity infrastructure

    as an asset class is a potentially important means ofgiving pension providers, including some public sectorpension funds, access to the long term assets theyneed to match their long term liabilities.

    How important is the F?

    Whatever view is taken about whether PFI has delivered thebenefits identified above, there is a further question aboutthe role of private finance. How important has the use ofprivate finance been in delivering the benefits of PFI? Couldnot some or all of these have been brought about by the useof less radical procurement models, not involving privatefinance?

    To answer this challenge it is necessary, first, to get clearabout what the use of private finance was intended toachieve; and, secondly, to look at the available empiricalevidence (much of it necessarily anecdotal) to see if theseaspirations have been realised. In doing this it is usefulto distinguish between senior debt and equity. For thesepurposes, the latter is taken to include any kind of financialinstrument junior to senior debt, including subordinatedand mezzanine debt, and whether provided by projectsponsors or third party investors.

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    The table below summarises a standard view of theintended roles of private finance within PFI.

    Instrument Role

    Senior Debt Provider of finance

    Discipline in risk analysis / allocation

    Due diligence

    Ongoing monitoring of project throughthe life of the contract

    Early warning of failing projects

    Step in and sort out failing projects

    Incur loss when projects fail

    Equity Provider of finance

    Integration of design / build / operate /

    maintain skillsLong term performance management

    Long term client management

    Gripping emerging problems

    Lose some or all of their investmentwhen projects fail

    Has private finance actually made a difference?

    There is now over ten years of experience with PFI inpractice against which to judge whether the introduction of

    private finance has actually made the intended difference.Again, this analysis is best broken down by financialinstrument; senior debt and equity.

    Senior debt

    The table below summarises the extent to which seniordebt has fulfilled the original envisaged roles.

    Role Outcome

    Provider of finance Yes but no public policypurpose served

    Discipline in riskanalysis / allocation

    Definitely. Major cultural change inpublic sector procurement and riskallocation methodology

    Due Diligence Yes. Stark contrast with non-privately financed projects

    Early warning of failingprojects

    Construction period: Yes.Operational period: insufficient data

    Step in and sort outfailing projects

    Banks have not stepped intoprojects even though allowed underthe Direct Agreements, therefore

    rather disappointingIncur loss whenprojects fail

    Yes, but very limited

    Key points are as follows:

    Senior debt has obviously acted as a source offinance for projects but this has not, of itself, servedany public policy purposes. Finance could have beenarranged from public sources just as easily. This is instark contrast to the use of private finance in manyfiscally-stressed economies where the private sectorsborrowing power is what governments have been

    mainly interested in.

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    The introduction of PFI as a mainstream procurementmethodology has increased focus on the analysisof project risks and on their optimal allocation, bothbetween government and the private sector projectcompany, as well as between the private sectorcompany and its subcontractors. Senior debt providers

    have played an important part in this, both directlyand indirectly. Directly, senior lenders have contributedto the development of fair and mutually satisfactorypositions on a number of thorny risk issues including,for example, insurance, change in law and inflationin soft facilities management costs. Indirectly, theknowledge that draft contracts will be scrutinised bysenior lenders has arguably led to increased rigourfrom the outset. It can also be argued that the greaterfocus on risk analysis and allocation in PFI has hada beneficial spill-over effect onto other forms ofprocurement. For example, it would be unthinkable

    now for a team running a major public sector projectnot to have a comprehensive risk register, though thiswas by no means invariable practice ten or fifteenyears ago. While many factors have contributed to theimprovement of project discipline, it is clear that PFIhas had an exemplary effect in the literal sense in this area.

    Senior debt has also brought greater focus on duediligence. This has had a clear and beneficial effect,the tangible result of which is the relatively few projectswhich exceed construction, time and cost projections,compared with conventionally procured projects. This

    has been confirmed by evidence collected by theNational Audit Office. (See Exhibit 1, right).

    Exhibit 1: National Audit Office Reports

    The National Audit Office (NAO) published a report in2003 which showed significant improvements in the areasof price certainty, timely delivery and quality of assets.Whereas a report published by the NAO in 2001 suggested

    that 73% of government department and agenciesconstruction projects exceeded the price agreed in thecontract and 70% delivered late, the survey in the NAOs2003 report showed that only 22% of PFI constructionprojects exceeded contract price and only 24% deliveredlate. Only 8% of PFI projects surveyed were delayed bymore than two months (3 projects of out 37 surveyed).The report also concluded that where price increases hadoccurred, they had mainly resulted from changes requiredby the public sector client.

    The benefits from due diligence derive not so muchfrom lenders engagement of skilled professionals

    to review designs, construction programmes and soon; after all, public sector clients typically engageprofessionals of comparable skills from the samedisciplines. Rather, it arises from the asymmetricexposure of senior lenders to risk i.e. they face apotential loss if the project defaults, but their upsideis capped at the repayment of debt and the paymentof interest. Accordingly, they have strong reasons tobe exacting in their due diligence requirements, andunforgiving of any problems revealed by due diligence.Unlike discipline in risk allocation, due diligence is nota feature of PFI procurement which has, so far at least,spilled over significantly into non-PFI procurement.

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    It was always envisaged that senior lenders wouldexert a similar salutary influence through giving earlywarning of failing projects as they have had in detectingbad projects at the outset through due diligence. Theevidence either way as to whether this aspiration hasbeen realised is slight, for the good and comforting

    reason that relatively few projects have failed. It ishard to believe that the month by month scrutinyof construction programmes and costs by seniorlenders technical advisers has played no part in thegood track record of PFI projects in the constructionphase. Equally, there has been at least one example ofa spectacular overrun which lenders have continuedto fund, i.e. Metronet (though that may be explained,at least in part, by the degree to which lenders wereprotected through debt underpinning). Beyond theconstruction phase there is little evidence eitherway on whether senior lenders give early warning of

    failing projects. A clear test will arise if and when aproject runs into trouble during a costly mid-life capitalreplacement cycle. Overall, while it seems plausibleto attribute some of the success of PFI during theconstruction phase to the looming presence of seniorlenders and their advisers, they plainly have not blownthe whistle on all failing projects. For instance, they didnot do so on the National Physical Laboratory (see CaseStudy 3, page 12).

    The concept of step-in rights was very controversialwith public sector bodies in the early years of PFI. Ifthe project has failed why could the public sector not

    simply terminate the contract, pay the terminationcompensation and move on? Step-in rights, and theassociated direct agreements, were in the end acceptednot simply as an inevitable consequence of securingprivate debt, but presented as a potential benefit. Thepublic sector would benefit from intervention by seniorlenders in failing projects, it was argued, as they wouldensure that they were successfully turned round. While,again, the stock of evidence is small (for the samereasons as explained above) such evidence as there issuggests that senior lenders have, not unreasonably,sought to extricate themselves from failing projects

    while mitigating their losses as far as possible. Theyhave been deterred from stepping in by the prospect oftaking on the contractors pre-existing liabilities. This istherefore one area where senior debt has not played therole originally hoped for.

    Where projects have failed senior lenders have takena share of the pain. The amount has varied accordingto the termination on compensation provisions in thecontract concerned (which varied greatly in the earlydays of PFI), and the particular circumstances of theproject. There have been clear cases of senior lenderexposure, for example in the case of Jarvis (see CaseStudy 4, page 13). Analysis done by Standard andPoors suggests that overall these losses have been,and will continue to be, limited (see Exhibit 2, below).But arguably what matters from the point of view of thehealth of PFI is that the losses have been sufficientlynoticeable as not to weaken the disciplines on risk

    allocation and due diligence.

    Exhibit 2: PFI Lenders Recovery Rates

    In December 2003 Standard and Poors introducedRecovery Ratings designed to indicate the likely lossgiven default rather than the likelihood of defaultindicated by their traditional ratings. They range fromone+ (high expectation of 100% recovery of principal)to five (negligible expectation of recovery of principal 0 25%). A survey of 2,800 debt instruments over 10 years,undertaken in 2004, demonstrated that despite initial

    concerns, the risk profile of the project finance asset classwas comparable to that of senior secured corporate debtand the average recovery rate was 75% on defaulted loans(with a default rate of 12%). UK PFI project loans typicallyhave recovery ratings higher than this average, becauseof the termination compensation arrangements and, ina few cases, explicit debt underpinning. For example,Transport for London substantially underpinned the debttaken on by Metronet and Tubelines to finance the LondonUnderground PPP. The first securitisation of 24 UK PFIprojects by DePfa Bank Plc had an estimated post defaultrecovery rating averaging 85% for debt funders.

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    Equity

    The table below summarises the extent to whichequity has made the difference which the architectsof PFI hoped for.

    Role Outcome

    Provider of finance Yes but no public policypurpose served

    Integration of design, build,etc, skills

    Yes but to different degrees indifferent sectors

    Long term performancemanagement

    As most projects have not runtheir course, it is not possible toconclude on the impact of equityrole. However, with some notableexceptions, the early evidence ispositive

    Long term clientmanagement

    Jury still out, but somegood signs

    Gripping emergingproblems

    Some signs

    Losses whenprojects fail

    Yes several examples

    The key points are:

    As with senior debt, the finance providing role of equityhas not been critical to achieving the public policypurposes of PFI.

    However, its role in gluing together the integration

    of design, construction, operation and maintenanceskills has been important. While a DBMO model mayachieve some degree of integration, it does not pinlong term financial responsibility or incentives on thecontractor to make the integration work in practice (seeExhibit 3, page 17). It is the equity provider who takeslong term risk on the integration plan working. Theextent of the integration benefit varies from one kind ofproject to another. Potential benefits will be the greaterto the extent that there is a significant operational,

    maintenance or asset replacement element in a project;and to the extent that the way this element is provideddepends on the original design and construction. Afurther indicator of potential integration benefits iswhere the original design is influenced by the biddersconfidence in their ability to operate the project in

    a particular way. Classic examples of projects withhigh potential integration benefits are therefore thoseinvolving process plants of one kind or another (e.g.water treatment plants; waste processing facilities).

    The long term financial exposure of equity to thesuccess of a project should provide strong incentivesto manage the long term performance of the project,and to maintain good and trusting relationships withthe client. There is now a small but growing body ofevidence to suggest that public sector clients aregenerally satisfied, or better, with the performanceof their PFI contracts. The Treasurys report, PFI:

    strengthening long-term partnerships (SLTP)shows that, according to contract managers, of the100 PFI projects looked at, 96% were performingat least satisfactorily and 66% were performing to agood or very good standard. It also shows that PFIperformance improves with the age of the PFI (70%of PFIs operational before 1999 were rated good orvery good, compared with 63% of those that becameoperational in 2001). The incentive to ensure timelyrectification of operational problems seems similarlyto be working, with contract managers reporting thatsuch problems are resolved within the time frame

    allowed in 82% of cases. Of itself, this evidence doesnot necessarily prove that it is equity which has led tothese generally satisfactory results; theoretically, theycould be attributable to the payment mechanismsunder the operating contract. However, the evidencereported in SLTP does at least suggest that equity ishaving a beneficial effect on long term performancemanagement. The longer the satisfactory figures holdup, the stronger this inference will become.

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    How has equity reacted when problems have emergedin projects? The few major problems that haveoccurred have often swamped equity, resulting either intermination or requiring a financial contribution from thepublic sector towards the resolution of the problem (e.g.a financial contribution towards modifying an asset to

    improve its performance). However, the experience ofJarvis, where equity injected significant additional fundsto help the completion of projects which were in mid-construction when Jarviss problems emerged, is a clearexample where equity has put its hand in its pocket (seeCase Study 4, page 13).

    Where projects have been terminated through contractordefault, equity has certainly taken pain. A well knownexample is the National Physical Laboratory (see CaseStudy 3, page 12). In some cases such as these, equityholders have also taken losses in their roles as contractoron a project. A clear example of this is Sir Robert

    McAlpines losses during construction on the DudleyGroup of Hospitals PFI (See Case Study 5, page 14).

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    Case Study 2: Ballast

    Ballast plc entered administration when it was part-waythrough delivering a programme of major refurbishmentof six schools for East Lothian Council under a PFIcontract to refurbish and maintain the schools and build

    and maintain a new community centre. Ballast had beenexperiencing liquidity difficulties which resulted in theinsolvency of sub-contractors, but had a strong parentcompany which was expected to support it. Whenthe parent company removed its support, leading toadministration, the other equity providers Noble PFIFund (subsequently acquired by Infrastructure Investors)and Forth Electrical Services who together held 60% ofthe PFI contractor Innovate (East Lothian) took the lead indealing with the administrator, then successfully sourcingreplacement construction and facilities managementcontractors and stabilising the supply chain. The overallproject cost, taking into account the cost for new

    contractors to step into the project, was very significantlyhigher than the original project cost and correspondinglyincreased the funding requirement. This further requirementwas met through contractor bonding and guarantees plusadditional debt and equity funding.

    After extensive financial restructuring and discussionswith the Council and Scottish Executive, the projectproceeded with the replacement contractors. This gavethe Council the refurbishments it had contracted for, atthe contracted price, but with an agreed element of delay.There was a further refinancing at a subsequent date

    around certain risks which the replacement constructioncontractor had not been prepared to accept. Overall,in a situation of extreme financial distress, the Councilsecured substantively the schools and services which ithad originally contracted for and the PFI equity providers,in conjunction with the lenders, played a central role inreturning the project to stability and delivering the services.

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    Case Study 3: National Physical Laboratory (NPL)

    In July 1998, the Department of Trade and Industry (DTI)signed a contract with Laser, a Special Purpose Vehicle(SPV) owned by Serco Group plc and John Laing plc, fora 25 year PFI deal to build and manage new facilities at

    one of the worlds leading measurement laboratories, theNational Physical Laboratory (NPL). The planned cost was96m, funded mainly through loans from Bank of Americaand Abbey National Treasury Services plc.

    Initially the fixed price design and build contract withJohn Laing Construction Limited (JLC) protected Laserfrom increases in construction costs. However, whenin November 2001 John Laing plc sold JLC, and tookon responsibility for the contract with Laser, it lost thisprotection. A supplemental deed meant that the contractwas now to complete an agreed list of work, rather thanto construct facilities that met DTIs specification. The DTI

    was not party to this deed and registered its objections.The deed exposed Laser to the full financial impact of anyfurther construction problems and delays.

    Problems materialised during construction and by 2004,Laser had paid JLC 76 million of a 82 million fixed pricefor construction, although only nine of the 16 moduleswere completed and an estimated 45 million worthof work was outstanding. Laser acknowledged that itcould not complete the project in July 2004 and, afternegotiations, the DTI and Laser signed a terminationagreement worth 75million (which was at the low end of

    the range of estimates of Lasers contractual entitlement) inDecember 2004.

    The private sector reported considerable losses. While theequity investment in this PFI was small, it certainly tookpain when the project failed, as the equity holders lost allof their 4 million investment. Debt also suffered as seniorlenders wrote off debt to the sum of 18 million. However,the largest losses were incurred by the constructioncontractors, JLC, who reported losses of 67 million, andtheir subcontractors, who reported losses of 12 million.

    The DTI, having invested 122million (including thetermination compensation, cost of procurement process,upfront payments and unitary payments), was left with assetsvalued at 85million. This indicates that while significantfinancial losses were incurred by the DTI, these weremitigated by the risk transferred to the private sector.

    What equity was not successful in doing, in this case,was ensuring that the design was deliverable. However,unlike many infrastructure projects, the design of theNPL was complicated by its highly technical scientificrequirements. It was in achieving these that the budgetoverruns occurred. The DTI had concerns that the designof the NPL would not meet with specifications as earlyas the procurement stage. However, it was expected thatLaser would overcome these design problems, recognisingthat it was in their interest to resolve such concerns. TheDTI did not seek to impose its own design on Laser or

    request changes to the design as it wanted to ensurethat responsibility for delivering satisfactory performanceremained unambiguously with the private sector.

    While Lenders gave early warning of problemswithin Laser and took an increasingly active role inoverseeing its actions, they did not step in to sortout the problems. It is arguable that this was because therewas no alternative solution to the problems that Laser wasencountering that would enable it to remain within budget.

    Ultimately, much of the financial risk was successfullytransferred to the private sector through the use of PFI,and the financial downside for the DTI was mitigated bythis. However, not all risk was transferred and the DTIwas left with unfinished assets which it has to find analternative contractor to complete.

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    Case study 4: Jarvis

    Until the beginning of 2004 Jarvis Plc had been extremelysuccessful in winning PFI contracts, especially schools,thanks to a strategy of aggressive bidding. At the year end2004 Jarvis was involved in 27 educational PFI projects

    with a whole life value of 3 billion. Typically Jarvis tookthe role of contractor and operator in these contracts andinvested equity alongside a financial investor. However,this scale of activity stretched the construction companysoperational capacity beyond its limits. Jarvis was forcedto use subcontractors to fulfil its PFI obligations andconstruction costs began to increase way beyond whathad been projected in its bids. From 2003, concerns werebeing raised about the quality of work done by Jarvis in itsPFI business. In February 2004, Brighton Council brandedJarviss work on four schools in a 105 million contract asunacceptable. Several of its projects were not delivered

    on time and on others work had ground to a complete halt.

    During 2004 Jarvis issued a series of profit warnings. Thisfocussed attention on its PFI business, particularly how tofund the completion of those projects which were still inconstruction. The 120m funding shortfall arising fromthe higher than expected construction costs was filledby a variety of means, including around 60m additionalcontribution from the construction arm of Jarvis (funded bythe proceeds of the sale of its Tubelines stake), additionalsenior debt and calls on bonds. The projects rescued inthis way included Tyne and Wear fire stations, LancasterUniversity and Wirral schools. In each case the project wascompleted, albeit after delays, and the financial pain wasborne by the major stakeholders Jarvis as contractor,and funders, particularly equity.

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    Case study 5: Dudley Group of Hospitals PFI

    In 2001, Dudley Group of Hospitals NHS Trust signed a 40year PFI contract with special purpose company, SummitHealthcare, (a consortium between Sir Robert McAlpine, asdesign and build contractor, Interserve, as FM contractor,

    and Bank of Scotland) to redevelop and expand theRussell Hall Acute Hospital in Dudley and to provideambulatory and day care centres at two other sites. Theproject had a funding requirement of 150m, to be fundedthrough equity, bonds and a loan from the EuropeanInvestment Bank. The concession was worth 1bn over its40 year life.

    The project ran into difficulties during the constructionphase due to additional work being required on therefurbishment of the existing buildings on the Russells Hallsite. By October 2003, McAlpine had reported losses of

    27m caused by delays and unforeseen work. By the timethe project was completed in 2005, McAlpine had sufferedlosses of around 100m.

    McAlpine sued the Dudley Group of Hospitals NHS Trustfor damages and in May 2007 the parties settled, withMcAlpine receiving 23.2m damages.

    14 Public Sector Research Centre PricewaterhouseCoopers LLP

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    Provisional conclusions

    Any conclusions about the benefits brought by privatefinance must be provisional and tentative, since the corpusof evidence is still growing as the project pipeline matures.However, the following propositions appear to havesufficient evidential weight behind them to be worthy of theattention of policymakers:

    The use of private finance has increased the focus onrisk analysis and allocation which has had beneficialeffects going beyond PFI.

    It has also increased due diligence disciplines. This ismainly attributable to the role of those entities taking,or opining on, senior credit risk: lenders; monolineinsurers; and rating agencies.

    The integration of Design, Construction, Maintenanceand Operations would not have been as secure oras effective as it has been without the long term glueprovided by equity.

    The beneficial impact of senior debt appears todiminish after financial close. In particular, there is nosuccessful track record of senior lenders stepping into sort out failing projects in the way envisaged in thePFI contracts, though there have been instances (e.g.Jarvis, see Case Study 4, page 13) where senior debthas played an active role in trying to sort problems out,falling short of step-in. The pain taken by senior debt ontermination or restructuring has been limited.

    There is some emerging evidence that the long termfinancial exposure of equity is one of the reasons whypublic sector clients have been generally satisfied withthe performance of operational PFI projects.

    There has been at least one prominent example (Jarvis)

    where equity has injected additional funds to completefailing projects in the construction phase. There is noreal evidence either way yet on whether it will do thesame for struggling operational projects.

    Equity has taken considerable pain on those projectsthat have failed. As well as shielding the public sector tosome extent from the financial impact of those failures,this has had a salutary effect in underscoring the riskstaken by equity.

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    Other potential meansof providing privatefinance benefits?

    The question arises as to whether the benefits of privatefinance in PFI identified in the previous sections could havebeen brought about by other means. This is a significantissue for public policy because, if there are such means,they could replicate the PFI benefits in non-privatelyfinanced projects. Again, it is worth considering this in

    two parts, according to financial instrument; senior debt;and equity.

    Senior debt

    It has been argued in this paper that the benefits of seniordebt are concentrated at the front end of projects; riskanalysis and allocation; and due diligence. There havebeen several moves towards replicating these benefitsoutside PFI:

    Processes designed to increase the senior level scrutinyof major projects before they are given the green light,

    such as the Major Projects Review Group announced inSLTP. This has recently got underway, reviewing, amongother projects, the Personal Accounts programme andthe carbon capture and storage project.

    The application of due diligence disciplines by thepublic sector to non-PFI projects. For instance,the MOD has put in place procedures to carry outcommercial assurance and due diligence on its majorprocurements. This internally led exercise emphasisesthe independence of those carrying out the duediligence from those who negotiated the contracts.The commercial assurance and due diligence exercise

    aims to ensure that the contract about to be signedis consistent with the terms originally proposed, andapproved, for the contract.

    These are recent developments, and it is too early toassess their effectiveness. However, as noted earlier,one of the most powerful features of senior lenders duediligence is that it is carried out on behalf of entities withan asymmetric exposure to risk, and hence no incentive to

    pursue projects come what may. Public sector projects cansuffer from what might be termed momentum risk thedifficulty of stopping, or significantly modifying, a projectonce it is underway. It remains to be seen how far thesenew processes can mitigate that risk.

    The greater the degree of distance and independencefrom government which any review process has, thegreater (arguably) would be its ability to spot and stopmisconceived projects. It has even been suggested thatthe public sector should subject itself to a completelyexternal discipline, such as assessment of projects byratings agencies. Illustratively, it has been argued, thatgovernment could decline to back a project without someform of external accreditation from a ratings agency.This is an interesting concept but harder to apply than itmay at first appear. Ratings agencies fundamental skillsrest in assessing the risk of default by a borrower. Theuse of a ratings agency could therefore be applicable insituations where government was lending to a projector otherwise taking senior credit risk (as in the case ofdebt underpinning see below) as a means of externalassurance. However, it is hard to see how the conceptcould be applied, except metaphorically, to conventionallyfunded projects, although the rating agencies or similarorganisations could be used to review the underlyingbusiness (not financial) risks. In particular, structuring aproject so as to achieve an investment grade credit ratingoften involves shifting risk from senior debt to equity or tothe ultimate customer (i.e. government). In conventionallyfunded projects it is the same party the public sector

    which plays all three of these roles.

    The overall conclusion is therefore that, while there aresteps which the public sector can (and is) taking toreplicate the disciplines imposed on projects by seniorlenders, it is doubtful whether any process will be aseffective as one which (a) requires an independent partyto reach a view on a project and (b) exposes that partyfinancially if they are wrong.

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    Equity

    The earlier analysis identified two main benefits from equityin PFI which other procurement models might seek toreplicate; integration of design, build, maintenance andoperation; and long term performance incentives. (There is

    a third benefit too taking pain on project failure but it ishard to see how, even theoretically, this could be replicatedwithout external investment.)

    As noted earlier, the integration benefits could in principlebe achieved to some degree through a DBMO model,though the absence of equity to glue various elements ofthe project together and to give an incentive to achievesuccessful integration is a weakness. It is perhaps for thisreason that there has been little enthusiasm for this modelin the UK (see Exhibit 3 below).

    Exhibit 3: Design Build Maintain Operate (DBMO) vPrivate Finance Ini tiat ive (PFI) (Comparison of aTypical Project)

    A design, build, maintain and operate (DBMO) contract isone in which a consortium of contractors provide all theservices required for the life of a project and the publicsector body provides the finance at the stage at which itis required. Typically this will mean investing the majorityof the funding during the construction phase when capitalintensive assets are built and then providing smaller sumsthrough the life of the contract to cover the running costsincurred by the consortium. This is in contrast to a PFI

    project, where the consortium finances the constructionof assets and is paid a unitary payment over the life of theproject by the public sector body.

    Arguably, the integration benefits of PFI could be gainedusing a DBMO model without the complexities and (somewould argue) cost of private finance incurred under PFI.

    However, DBMO has disadvantages in terms of risktransfer as it does not have the same financial incentivesin the form of returns to equity, to ensure the consortiumslong term commitment to the project. If problems wereto arise during the operation phase of the contract, theDBMO consortium would have less incentive to spend

    the money required to fix the problem and would be morelikely to walk away from the contract than under PFI onaccount of the payment profile and the profile of cashflowsto equity in particular.

    The graph overleaf, comparing typical DBMO and PFIprojects, shows that after 5 years of operation, usingthe DBMO model means that only around 35% of thenominal payments in the entire contract are still owed tothe consortium 65% of the nominal contract value hasalready been paid. By 20 years, there is only about 12% ofthe nominal contract value remaining to be paid. By year

    20, however, there are still around 75% of the cashflows toequity remaining under the PFI model. If exceptional costswere to occur in, for example, year 10 of the contract, theconsortium has far less incentive to pay those costs tomaintain the project under DBMO, where it has only 30%of the nominal contract value still owed to it, than underPFI, where it still has nearly 70% of the nominal value ofthe contract owed to it and 85% of the cashflows to equitystill due to it. Thus, under PFI, the consortium appears tohave a greater incentive to maintain the facilities and tobuild a better quality of asset in the original constructionthan under DBMO.

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    %Remaining

    100%

    90%

    80%

    70%

    60%

    50%

    40%

    30%

    20%

    10%

    0%

    DBMO % Totalpaymentsremaining

    PFI % Totalpaymentsremaining

    PFI % Totalcash flows toequity remaining

    1 4 7 10 13 16 19 22 25 28

    Time

    The beneficial impact of equity on long term performancemanagement could, it might be argued, be replicatedthrough carefully designed long term operating contracts.Indeed, it is not easy to disentangle, even within PFIprojects, the effects on performance of equity and ofa well structured payment mechanism. Whether or not

    equity makes a distinctive difference could be definitivelytested either way only by comparing samples of PFIcontracts with long term operating contracts in similarsectors. Unfortunately, there are few such comparators.While the public sector have fewer medium/long termoperating contracts they have mainly been for IS/IT relatedservices, an area in which there have been very few PFIcomparators.

    In the absence of much, if any, directly relevant empiricalevidence, can any inferences be drawn from theapplication of first principles? One, perhaps. The normally

    back ended profile of equity cashflows means that equityremains exposed until the very late stages of a project.This degree of financial exposure is generally greater thanthat which could be achieved by heavily performancerelated payment mechanisms in an operating contract,especially given that any payment deductions under suchcontracts must not, as a matter of law, be so harsh asto constitute a penalty. This is illustrated by the furthercomparison of the profile the cashflows to equity undera typical PFI project with the service payments under aDBMO contract (see graph in exhibit 3).

    Financial exposure is not, of course, the only incentive forlong term performance management. The consequencesof poor performance on reputation, and on obtainingfurther business, are powerful too. But in large and verylong term contracts the financial incentives within thecontract itself must be very powerful. This suggests that,when a body of empirical evidence comparing projectswith and without equity is available for analysis, it will besurprising if it does not show the equity has a special roleto play in ensuring high quality long term performance.

    Percentage of total nominal cash flow remaining in atypical DBMO and PFI model and percentage of total cashflows to equity remaining in a PFI model

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    But private finance costs more

    The next question to ask is whether the benefits of privatefinance are worth the premium apparently paid comparedto governments borrowing cost. A whole industry PublicSector Comparators, Value for Money guidance, and so on has developed to answer this question project by project.But it rests on an important assumption: that government

    can sustainably fund projects from borrowing morecheaply than the private sector. Is this true?

    It is certainly the case that government debt is cheaperthan the debt provided to finance PFI projects, andcheaper still than the overall cost of finance for PFIprojects, i.e. the weighted average cost of capital (WACC).But this is to compare apples with fruit salads. It ignoresthe position of taxpayers who play the role of equity in thisfinancing structure.

    Making a simple comparison between the governments

    cost of debt and the private sector WACC implies thatthe government can sustainably fund projects at a costof finance equal to its risk free borrowing rate. But thiswould be true only if existing borrowing levels werebelow prudent limits. The constraints on public borrowingsuggest, however, that borrowing levels are not currentlytoo low. These constraints exist because governmentborrowing must ultimately be funded by the taxpayer.Prudent management of the public finances requiresdecisions on the sustainable level of debt that can besupported by taxpayers.

    Take a corporate example. A company considering aninvestment should fund it entirely by debt only if itsgearing is sub-optimal; in those circumstances thatwould be the cheapest thing to do. But if it were alreadyoptimally geared, 100% debt finance would be thewrong financing solution. Over-gearing would cause itscredit quality to deteriorate and its cost of equity to rise.This would affect the business as a whole, not just theincremental investment.

    Similarly, if government has already reached prudentborrowing limits, it would be wrong to favour governmentdebt financing over PFI as a financing solution simply

    because the headline cost of the former was lower. Thiswould be to ignore the taxpayers, who represent the equityin its financing structure.

    Another way of looking at this is by considering theopportunity cost of government funding. The economiccost of providing funding for a risky investment shouldbe equal to the returns foregone by not using it for analternative equally risky investment. In other words, thecost of investing in one project is not necessarily the cash

    cost of that investment, but the opportunity which hasbeen lost to invest that cash in other projects. The fact thatgovernments can borrow more cheaply than the privatesector does not mean that they should expect any lowerreturn on their money.

    Consider examples where Governments do invest largeamounts of sovereign wealth. Examples of this includethe Future Fund in Australia, GIC in Singapore and DubaiHoldings. These economies have large amounts of fundingavailable for investment but do not use it as a vehicle forsubsidising government projects. Why? Presumably this is

    simply because they can make better returns for bearingsimilar risks by investing in a balanced portfolio of stocksand bonds. Were these economies to invest instead intheir own businesses or projects, the direct cost of fundsmight be low but they would be foregoing opportunitiesto invest funds in opportunities available on the marketmore generally. If, for example, the Australian Governmentchose to invest its Future Fund (which is aimed at fundinglong term government pension liabilities) in infrastructureprojects or PPPs at a concessional rate which reflectedits cost of funding advantage, it would be foregoing theopportunity to buy investments in the broader marketwhere it could earn the same returns as any otherinvestor (and therefore capitalise on its cost of fundingadvantage rather than concede it to an infrastructureproject). This serves an important public policy outcomei.e. good stewardship of public resources. The FutureFund, in this case, would be in a position to pay more ofthe Governments pension liabilities in due course thanit would have been able to do if it had simply concededits cost of funding advantage to various projects. Theopportunity cost of capital to the private and public sectorsis the same in this sense.

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    The premise of the discussion in this paper thus far is thatthe introduction of IFRS may represent an indirect (andunintended) threat to PFI, in the sense that it looks setto remove the accounting driver for implementing capitalprojects through PFI.

    But the introduction of IFRS can also be looked at in arather different light. If PFI continues to be a mainstreamprocurement method and this paper has identified anumber of reasons to believe that it should be could IFRSactually open a way to improvements in the structuring ofPFI projects? Specifically, if balance sheet classification isnever practically in doubt, could this remove pressures forsub-optimal structuring of projects and barriers to devisingnew and better ways of allocating risk?

    It is unquestionable that some prevalent features ofproject structuring have been attributable to securing

    off-balance sheet classification. For instance, a numberof projects have had a degree of demand risk injectedinto them, when this does not seem to make sense inrelation to the underlying drivers of demand in the project.Commonsense has steadily reasserted itself in this areawith a number of sectors migrating from demand-based toavailability-based payment mechanisms over time, roadsbeing the prime example. Artificial structuring of projectsis not, however, something characteristic only of the earlyyears of PFI. Many people currently active in the marketare aware of examples where aspects of project structuringare back-solved from the intended accounting treatment,notwithstanding official admonitions to the contrary. Theremoval of this pressure will, frankly, come as a relief.

    More generally, there are some chapters in the PFI textbook which it has been hard to question in the past, forfear that this would begin the slippery slope down theroad towards on-balance sheet classification. But if thatclassification is all but certain from the outset, that fear isremoved, and the debate can be opened up.

    One clear example of this is debt underpinning (i.e.the provision of guarantees by the government that asignificant proportion (say 90%) of the senior debt willbe honoured either by guaranteeing a proportion ofthe monthly Unitary Charge or through the terminationcompensation arrangements. This approach has beenadopted in a handful of cases, either to make large anddifficult projects financeable (e.g. London UndergroundPPP), or to test whether it offers a value for money benefit(e.g.Skynet5 and the Docklands Light Railway WoolwichExtension). The M25 ring road around London is currently

    in procurement with bidders invited to offer variant fundingproposals which incorporate a partial debt underpin. Theresults from the closed deals are positive, in that marginshave been lower on the underpinned parts of the debt,without increasing the margin on the uncovered portion bya matching amount. There are different views in the marketon how the underpinned and non-underpinned tranchesshould be priced, however, time will tell how effective theunderpin structures are.

    If the experiments currently under way bear out positiveearly experience then debt underpinning could become astandard way of retaining the benefits of private financewhile reducing the costs involved. And there would be nobarrier to wider adoption of this approach for fear of itsaccounting consequences.

    Liberating PFI fromaccounting

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    It is, however, important that any moves in this directionshould not undermine incentives on senior debt providersto scrutinise projects in advance and to commissionrigorous due diligence. In practical terms this meansensuring that the uncovered portion of the debt issufficiently large in absolute terms to give the senior credit

    parties a strong financial incentive to get it right. It mayrequire a number of iterations to find the optimum levelof the debt underpinning. The guiding principle is that theunderpinning should arguably do no more than formalisethe de facto reality, to which the ratings agencies havedrawn attention, that the current recovery ratings for seniorlenders on defaulted projects will be at least 80% andsometimes over 90% (see Exhibit 2, page 8).

    An alternative, or additional, way of achieving the sameoutcome as debt underpinning would be for the publicsector to make contributions towards capital costs during

    the construction period, or in the case of local authorities,to provide a portion of financing through PrudentialBorrowing. Again, a balance needs to be struck betweendecreasing the costs of the project by this means, whilenot diluting the disciplines exerted by externally providedsenior debt.

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    The high level conclusions emerging from this analysis several of them being tentative and awaiting furtherevidence as the PFI project pipeline delivers more practicalexperience are:

    One way or another, many more PFI schemes are likely

    to be on balance sheet going forward. This thereforehighlights the question of what the real benefits ofPFI have been given that any supposed benefits fromgaming public expenditure controlswill disappear.

    PFI has made a difference to the implementation oflarge asset-intensive projects, and the role of privatefinance within PFI has been a big part ofthat difference.

    In particular, senior debt has exerted beneficialdiscipline at the front end of projects (though hasdisappointed in the part it has played when projects

    get into trouble further down the line); and equity hasdelivered integration benefits as well as providingan incentive for sustained good performance duringthe operational phase of projects. Equity has alsocushioned the public sector from a significant partof the pain in the very few cases where projectshave defaulted.

    PFI has also had a wider beneficial effect on big ticketpublic procurement, particularly in the areasof risk analysis and allocation.

    In principle some (but not all) benefits of private financecould be brought about by reforms to project control

    disciplines and through other non-PFI contractualmechanisms. While it is too early to reach firmconclusions on the new initiatives now in play, it isnot easy to see how they could ever fully match thedisciplines flowing from externally provided finance.

    There are ways of improving PFI, some of whichwill become easier to develop now that accountingclassification is becoming a non-issue. In particular, thereare ways of reducing the costs of externally providedsenior debt though these will need to be carefullycalibrated so as not to weaken its disciplinary influence.

    Emerging findings

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    Implications for policy

    What does this mean for public policy on PFI?

    First, and above all, the argument in this paper suggeststhat policy should strive to conserve the benefits that PFIhas brought in the different market circumstances nowpresenting themselves. In practical terms, this means

    finding ways to preserve the policy incentive on publicprocurers to embrace the disciplines and rigour of privatefinance, for instance by devising a successor to the PFICredit system which is not dependent on accountingtreatment. There is a real risk that the efficiency gainsmade in the past 10-15 years will dissipate if procurersswing back towards conventionally financed projects.While such a swing would be accompanied by sighs ofrelief in some quarters, those sighs would be the symptomthat necessary disciplines were being relaxed. Robustprocedures must be put in placed to ensure that the rightprocurement and financing route is adopted in each case.

    Secondly, the policy should be directed towards refiningand honing the existing private finance models, inparticular by trying to secure some of the benefits of seniordebt more efficiently. The drive to shorten procurementtimetables and make tender processes more transparentand predictable (made all the more necessary by theintroduction of Competitive Dialogue) should continue.Not only will this reduce bid costs, but it should serve toput downward pressure on primary equity returns, whichare currently affected by investors perceptions of the risksof the procurement process.

    Thirdly, the urge to adopt new models should beapproached with caution. Two models involving publicsector equity LIFT and Building Schools for the Future have been rolled out. There should be a pause fordigestion and reflection before applying the public sectorequity model to other sectors. Whatever the benefits

    brought by public sector involvement in the project deliveryvehicle (and they could be considerable), it should not beforgotten that many of the benefits of PFI have come fromplain, old-fashioned private sector equity. Public procurersshould not be distracted from this fact by the glitter of newmodels; nor should those alternative models be allowed toblunt in any way the edge which the involvement of privatefinance brings to the execution of projects.

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    AppendixOne

    What is Private Finance Initiative (PFI)?

    Private Finance Initiative projects are the most commonform of Public Private Partnership (PPP) in the UK. Theyare strictly defined legal contracts, involving privatecompanies in the provision of public services. While they

    were introduced under the Conservative Government in1992, PFIs have become more popular since 1996, underthe Labour Government. They are now used to provideservices in many areas including health, transport, defenceand housing. Under a PFI scheme, a capital project isdesigned, built, financed and managed by a privatesector consortium under a contract lasting typically 25 to30 years. The public sector body pays the consortium aregular stream of payments (usually referred to as a unitarycharge) for the life of the contract, after which the assetsmay revert to being owned by the public sector body.By 2001-02, PFI accounted for 9% of public investment.

    PFI is distinguished from other contracting techniques forcapital projects by a number of features:

    The contractor is paid based on the ongoingperformance of the project over its life, as opposed tothe traditional procurement model where costs are paid

    during and immediately following construction.The transfer of risk to the contractor is usually greaterthan for traditional contracting.

    Responsibility for delivering all aspects of design,construction, maintenance and operation arecentralised with the contractor.

    Special

    purpose

    vehicle

    Subcontractors

    Construction Operations

    Public

    sector

    client

    Senior

    debtEquity

    Concession/

    project

    agreement

    Fee to SPV

    for use of

    facilities

    Debt

    repayments

    Supply typically

    80-95% debt

    Supply typically

    5-20% equity

    and sub-debt

    Legal

    ownership

    PricewaterhouseCoopers LLP The value of PFI: Hanging in the balance (sheet) 25

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    Key contacts

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    www.psrc-pwc.com

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