Global Project Finance Advisory Council...The Global Project Finance Advisory Council (“GPFAC”) was established by Alok Mathur in 2017 In 2005, Mr. Mathur established Development

© 2008 Bank Training & Development Ltd.

© 2017 Global Project Finance Advisory Council. All rights reserved. Slide 1

Global Project Finance Advisory Council

(“GPFAC”)

February 2018

Business Confidential

Introduction



Agenda

Introduction to Global Project Finance Advisory Council

(“GPFAC”)

Experience

Services offered

What differentiates us?

Team

Contact us



Introduction to GPFAC

➢ The Global Project Finance Advisory Council (“GPFAC”) was

established by Alok Mathur in 2017■ In 2005, Mr. Mathur established Development Capital & Financing, LLC

(“DC&F”) in the State of Connecticut

■ DC&F owns a trademark to conduct business as GPFAC

■ In 2017, GPFAC entered into a Joint Venture with Enervest Capital, LLC, an

outsourced investment firm established in 2009, and a strategic partnership

with Ascending Markets Financial Guarantee Corp. (a company that intends

to offer loan guarantees in local currency in the Emerging Markets)

➢ GPFAC has assembled highly seasoned project finance

professionals (the “Principals”) with a successful track record■ Closed $110.5 billion worldwide

■ $24 billion in renewable energy alone

Leading edge provider of financial advisory, modeling, and

training services for power, renewable energy, oil & gas, and

infrastructure projects worldwide



GPFAC experience

Billion USD

US/Canada Latin America Europe Middle East/Africa Asia

65.2

13.7

15.8

8.0

7.9

$110.5 billion closed worldwide, $24 billion in renewable energy



Services Offered

➢ Financial advisory services

➢ Financial modeling

➢ Training



Financial Advisory Services

➢ Structuring and credit support

➢ Due diligence

➢ Portfolio management

➢ Strategy and policy support



Financial Advisory Services – cont’d.

Structuring and credit support

➢ GPFAC will act as Financial Advisor to a project during the

development, financing and closing stages:

■ Support the negotiation and structuring of commercial contracts and agreements –

ensure project bankability

■ Review consistency of model assumptions with various contracts

■ Perform a credit assessment of the counterparties

■ Coordinate work with consultants (Independent Engineer, market, insurance, legal, and

others)

■ Perform risk analysis and develop strategies to mitigate these risks

■ Optimize the financial structure

■ Design an appropriate security package

■ Support the appointment of Lead Arrangers

■ Provide support to the Lead Arrangers during the syndication process

■ Negotiate appropriate covenants in the loan documents

■ Prepare the Preliminary Information Memorandum

■ Drive the financial closing process




Due diligence services

➢ GPFAC can conduct a comprehensive review of a project

finance transaction

■ Produce a due diligence report that outlines

✓ Critical risks

✓ Possible solutions to mitigate these risks

✓ Conclusions and recommendation

■ This service can help drive the closing process

✓ By focusing resources on the major deal breakers from a financing standpoint




Portfolio management services

➢ Map the portfolio and manage resources

■ Screen each project in the portfolio, using a uniform methodology, across indusry and

geographic locations, to identify critical issues and propose solutions

■ Assess the quality of each project in the portfolio by rating the top 10 drivers and

assigning a score for each project

■ Assess the profitability of each project

■ Classify each project in the portfolio based on its quality and profitability

■ Map the portfolio to assess the relative value addition of each project

■ Establish a rational basis to allocate resources for projects under development

■ Guide strategic portfolio decisions, including acquisition and divestiture

➢ Supplement existing resources with day-to-day support for monitoring,

reporting, restructuring (if needed), and management of transactions

➢ Reduce the risk of potential write-offs by

■ Reviewing existing policy and procedure manuals, or helping develop new manuals

■ Incorporating uniform credit standards across an organization to monitor projects and

report performance

■ Training employees on policies and implementation




Project quality

60 to 89 90 to 119 Over 120

Plot projects with the area of the circle representing the size of each project (different color for each industry)

AB

C

D

L

N

K

G

F

E

O

P

H

J

I

M

Oil & gas

Process/petrochemicals

Infrastructure

Industry legend

(Screening score)

(EB

ITD

A /

capital cost)

No

min

al

retu

rn

Ove

r 25%

p.a

.B

elo

w 1

5%

p.a

.15%

to 2

5%

p.a

.

Drive closing process(Projects A, B, C)

Low hanging fruit

Borderline economics

Critical issues

Poor economics

Drop dead issues

Appropriate strategy Resources

Highest

Negotiate improved economics High

Focus on resolving critical issues Moderate

Establish deadline for acceptable economics Low

Establish limited budget to solve drop-dead issues Lowest

Map portfolio

Manage resources

Portfolio management services – cont’d.




Strategy and policy support

➢ Support clients and Host Governments in strategy and project

preparation to catalyze institutional investment

➢ Services include:

■ Review of poilcy framework for institutional investment

■ Commercial and financial review of the project documents available to

bidders (request for proposals, concession agreement, implementation

agreement, etc,)

■ Review security package offered to lenders and assess bankability

■ Recommendations

➢ GPFAC has unique insight into privatization in the Emerging Markets

■ Closed pioneering deals worldwide (US, UK, Italy, Turkey, India, Malaysia,

Colombia, Mexico, Venezuela, Morocco, Côte d’Ivoire, and South Africa)

■ Advised Host Governments in privatization efforts

■ Understand international lenders and investors (having played these roles)

■ Can guide the creation of an investor-friendly environment



Financial Modeling Services

➢ Project finance models

During the project development phase

➢ Asset management models

During the operating phase



Financial Modeling Services – cont’d.

Project finance models

➢ GPFAC uses its Base Financial Model as the starting point (as it incorporates the standards required by auditors)

➢ The model has two components

➢ Customized component (project-specific, feeds the chassis)

Assumptions

Construction Financing

Depreciation

EBITDA

Cash Waterfall and Debt Repayment

➢ Chassis (not project-specific)

Net Income

Sources & Uses of Funds

Balance Sheet

Cash Flow

Capital Account & Tax Basis

Taxable Income

These worksheets are project-specific

and are always modeled from scratch

These worksheets form the chassis

(formulas do not change from one deal to

the next). These are already pre-

programmed in the Base Financial Model



Project finance models – cont’d.

➢ The Base Financial Model follows rigorous modeling discipline

✓ Always starts a project from zero✓ Automates schedules, wherever possible (e.g.

project timing, depreciation schedules, etc.)

✓ Residual value assumption at end of horizon

captures full economic value of the project✓ Does not hide cells, rows, columns, or worksheets

✓ Labels each worksheet with date, scenario being

analyzed, page number, etc.

✓ Each tab clearly shows what is used from other

worksheets (makes formulas easier to read)

✓ Manual data only entered on the first worksheet

(comprehensive list of assumptions)✓ Uses the same formula across every row and

footnotes an explanation of the formula

✓ Switches incorporated to facilitate sensitivity

analysis and scenario building

✓ Avoids using macros, in general (if essential, they

are meticulously documented)




Project finance models – cont’d.

➢ The chassis includes a ‘Total’ column to demonstrate to the auditor that tests for the following fundamental accounting identities have been met

■ Cumulative Pretax Income= Cumulative Taxable Income

= Cumulative EBITDA – Cumulative Interest + Residual Value – Capital Cost

■ Cumulative Distributions = Cumulative Pretax Income + Equity

■ Balance Sheet = 0 (at the end)

■ Capital Account and Tax Basis = 0 (at the end)

Efficient process to create a reliable project model

■ That is of a manageable size

The Base

Financial

Model

meets all

auditing

standards




Asset management models

➢ GPFAC does not, in general, recommend that the Base

Financial Model, used during the development and financial

closing phase, be used to monitor a project during operations

■ Closing models rarely reflect the actual cost of construction, because of

change orders during construction or Force Majeure events

■ Monitoring models do not need a complex front-end that details construction

financing and loan repayments calculations

■ Monitoring models focus on actuals vs budget for the near term

➢ Asset management models must reflect reporting requirements

and comply with loan covenants

GPFAC develops a custom asset management model




Training Services

➢ Classroom instruction

➢ Experience-based learning

➢ Mentoring

Classroom instruction includes two highly-rated

workshops (information available upon request)

➢ 4-day workshop on Project & Structured Finance

➢ 2-day workshop on Financial Modeling



Training Services – cont’d.

Classroom instruction

➢ GPFAC offers a broad range of training modules in the area of project finance and financial modeling, including the following courses

■ Limited recourse project finance

■ Risk management & mitigation

■ Project screening

■ Negotiation

■ Global financing

■ Loan syndication

■ Joint development agreement

■ Sales forecasting

■ Financial modeling




Classroom instruction – cont’d.

➢ GPFAC Principals have been delivering these workshops for over 30 years to various clients worldwide:

■ United States

■ Canada

■ Latin America (Brazil, Colombia, Mexico, Venezuela)

■ Europe (France, Germany, Italy, Sweden, Switzerland, UK)

■ Middle East (Lebanon, Saudi Arabia)

■ Asia (India, China, Malaysia)

➢ Sample clients include:■ Companies (ABB, GE Capital, private equity firms (confidential))

■ Government-owned instritutions (US Department of Energy, PDVSA)

■ Banks and financial institutions (European Bank for Reconstruction &

Development, National Commercial Bank)





➢ Customized classroom instruction program to meet client’s

requirements

➢ Off-the-shelf, 4-day program on project finance with a business

perspective (not addressed in other programs)■ It introduces a methodology to screen projects

✓ A lot of time and resources are expended pursuing project that do not go ahead

■ It underlines the importance of bankable commercial contracts and how the

individual goals and objectives of participants in a commercial negotiation

often make these contracts unacceptable to lenders

✓ Also introduces a framework for formulating and implementing negotiation strategy

■ It discusses the key provisions of a Joint Development Agreement

✓ Entered into by sponsors during the development phase

■ The program also covers the broad credit and financing aspects of these

projects, including: project structure, collateral and security package,

contract provisions, the risks and rewards of each role, loan documentation,

risk assessment, risk mitigation, and financial structuring





➢ Off-the-shelf, 2-day program on financial modeling■ Practical understanding of the fundamentals of financial modeling

■ GPFACs Base Financial Model

✓ Provided to participants

✓ With a detailed explanation of the formulas in each spreadsheet

■ Step-by-step instructions to create a sophisticated model for their

transactions




Experience-based learning (“EBL”)

➢ Extension of Classroom Instruction that enables rotational

employees to gain a practical understanding of other

departments in an organization■ Through short-term assignments (typically of 3-6 months duration)

■ Objective, over time, is to improve job performance and promote a common

credit culture within the organization

➢ GPFAC has developed the key requirements for success

➢ Prepared a set of administrative guidelines to implement an EBL

program■ Based upon best practices in the industry

■ With a detailed framework containing all the administrative tools necessary

to implement a successful program




Mentoring

➢ Mentoring is the third leg of a comprehensive training program■ An employee (the “Mentee’) is matched with a Mentor with the objective of

facilitating the Mentee’s personal and professional career growth

■ Synergistic with Classroom Instruction and EBL

■ However, the duration of a Mentor-Mentee relationship generally is of a

significantly longer duration

■ Benefits to an organization include

✓ Better career development of employees

✓ Increased retention rates

✓ Higher productivity

■ Key challenge is ensuring that the role of the Mentor does not undermine the

role of the employee’s supervisor




Mentoring – cont’d.

➢ GPFAC has developed the key requirements for success

➢ Prepared a set of administrative guidelines to implement a

Mentoring program■ Based upon best practices in the industry

■ Guidelines include a detailed framework containing all the administrative

tools necessary to implement a successful program



What differentiates us as financial advisors?

➢ Experience with industrial companies and major contractors

■ Deep understanding of bankable contracts and commercial issues

➢ Experience across the financial services sector

■ Played roles of financial advisor, underwriter, developer and equity investor

■ Understand lender and investor perspective

➢ Unique experience with renewable energy

■ $24 billion in utility-scale solar, wind, biomass, and nuclear energy projects

➢ Extensive US and Emerging Market experience

GPFAC Principals get it right the first time

■ Increasing the probability of success

■ Dramatically reducing development time and cost



What differentiates us as financial modelers?

➢ GPFAC has developed a unique approach to building project

finance models

■ Modeling performed by project finance experts, not Excel programmers

■ The approach is based on customizing only project-specific variables

✓ The built-in chassis takes care of the financial statements

✓ Streamlines model building and focuses attention on the key business variables

■ Reduces the risk of mistakes (through built-in checks)

■ The models pass all audit standards

■ Models are always of a manageable size

■ Well documented and easy-to-use

➢ GPFAC proposes simpler models for asset management

■ To more accurately reflect the requirements during the operating phase

Approach validated by major organizations worldwide



What differentiates us as trainers?

➢ Content is not boiler-plate material downloaded from the Internet

➢ Focus is on real knowledge, reinforced through practical

examples, with tools that people can use on the job

➢ The programs have realistic, attainable learning objectives

➢ Learning by doing (quizzes, exercises, case studies, simulated

negotiation)

➢ Engaging, animated workshops (nobody falls asleep)

➢ Instructors are full-time practicing project finance and modeling

professionals with extensive financial closing experience■ Not academics with limited closing experience

Programs have been demonstrated worldwide

■ Including a comprehensive training program with Classroom Instruction,

Experience-Based Learning, and Mentoring for the US Department of Energy



Team

Fabio Castellanos (Principal)Based in Colombia with extensive experience in Latin America. Closed $6 billion in various corporate and export

finance transactions; Worked with Chase Manhattan Bank for 23 years in Colombia (Responsible for Corporate

Finance), Argentina (Senior Credit Officer), and New York (Credit Officer, Western Hemisphere). Country Manager for

ABN Amro in Colombia; CEO Program (Universidad de Los Andes); B.S Business Administration (California State

Polytechnic University); Speaks Spanish, English, Portuguese, and Italian.

Paul Barbian (Principal)Closed over $19 billion of project transactions worldwide. Led the Union Bank of Switzerland project finance group in

Zurich. Led a team of analysts for the Credit Origination team at the US Department of Energy that closed over $24

billion of energy and industrial project transactions. Developed independent power projects at Entergy Corporation.

Structured debt financing at GE Capital. Experience with numerous investor-owned utilities as a consultant for Booz

Allen. BS economics from Georgetown University; masters in business from George Washington University; additional

courses work in accounting.

Ruth Beckers (Principal)Closed $16.1 billion worldwide (lived and worked in the US, Germany, Switzerland; presently based in South Africa)

VP Middle East and Africa at ABB, responsible for strategy and project execution; VP at ABB’s advisory group in Zürich

Board Member and owner of an infrastructure project in West Africa

MBA in Banking from the University of St. Gallen (Switzerland); Executive Masters in Corporate Finance from the

University of Applied Sciences in Lucerne (Switzerland)

English, German, French, and Swedish



Team – cont’d.

Karine Khatcherian (Strategic JV Partner)Closed $7.5 billion worldwide as an investor and financial advisor (lived and worked in Middle East, US, and Europe).

Led or participated in due diligence of transactions with an enterprise value in excess of $32Bn.

CEO, Enervest Capital; Partner, NewWorld Capital; Senior Research Analyst, Sanford Bernstein; Senior Vice

President, GE Capital; Director Project Development, ABB Equity Ventures. Environmental Opportunities Expert

Member of Investment Committee for Closed Loop Fund

Master’s in Industrial Engineering & Management (Ecole Nationale Supérieure de Génie Industriel, Grenoble, France);

Diplôme D’Etudes Approfondies in Financial Management (Ecole Supérieure des Affaires, Grenoble, France)

English, French, German, and Arabic

Jim McCrea (Principal)Led Credit Origination team at the Loan Programs Office of the US Department of Energy, closing $24 billion in

renewable energy projects; closed $28.1 billion in energy project finance transactions

VP Risk management for Philip Morris; MD and SVP at GE Capital, responsible for domestic energy project finance

BA in Government (Hamilton College); MS in Resource Management & Policy (SUNY); MBA Finance (Cornell)

Alok Mathur (President)Closed $21.4 billion worldwide (lived and worked in the US, Switzerland, and India)

30-year career with ABB, Head of ABB Financial Services India (equity, debt underwriting, advisory)

Part of Mgt. team that grew ABB’s advisory business to 140 professionals in 18 countries, closing $5 billion/year

On ABB Mgt. Cmte., approving equity investments worldwide. Recognized among top 200 employees (out of 200,000)

BS Chemical Engineering, (IIT, India); MS Chemical Engineering (SUNY/Buffalo); MBA New York University

English, some German, several Indian languages



Team – cont’d.

David Stevens (Strategic Partner)Ex-CEO of XL Capital Assurance (“XLCA”) and a member of Municipal Bond Insurance Association's management

team. In these top management roles, David has overseen and approved in excess of $100 billion of underwriting in

financial guarantees (please note that this figure has not been included in the team’s closing experience presented

herein). David also is the CEO of Ascending Markets Financial Guarantee Corp. ("AMF"), a company he is in the

process of launching.

William Streeter (Principal)International infrastructure and municipal finance specialist with over 30 years of experience in the United States,

Canada, Mexico, Chile, India, South Korea, Japan, Indonesia, the Philippines, Taiwan and Australia. Over time, Bill’s

role has ranged from bond ratings, to asset management to advisor. He has unique experience with rating agencies

and municipal bonds as well as a deep knowledge of the Asian market.

Julie Stewart (Principal)Closed $10.8 billion, as an investor and financial advisor, in renewable and fossil fuel energy projects. As Director,

managed acquisition and due diligence efforts (power, electric distribution and transmission companies, water

infrastructure assets and power project development) for investor owned utilities for First Energy (fka GPU, Inc.) and

TXU (fka Enserch Development) in South America, Central Europe, Canada, Southeast Asia and the USA. GE Capital -

non-recourse financing. MBA from Dartmouth College - Amos Tuck of Business Administration; BS Chemical

Engineering - University of California - Davis. English and some Spanish


© 2017 Global Project Finance Advisory Council. All rights reserved. Slide 31Slide 31

Contact us

Alok Mathur (primary) [email protected]

+1 (203) 227-1160 Direct

+1 (203) 434-8160 Mobile

Paul Barbian [email protected]

+1 (203) 461-1097

Ruth Beckers [email protected]

+27 (60) 9 350 350

Fabio Castellanos [email protected]

Tel: +57 (313) 333 1020

Karine Khatcherian [email protected]

+1 (203) 252-9966

Jim McCrea [email protected]

+1 (203) 247-2791

David Stevens [email protected]

+1 (718) 663-1648

Julie Stewart [email protected]

+1 (908) 693-2522

William Streeter [email protected]

+1 (929) 257-8742

mailto:[email protected]









Documents

Global Project Finance Advisory Council...The Global Project Finance Advisory Council (“GPFAC”) was established by Alok Mathur in 2017 In 2005, Mr. Mathur established Development