Project Finance1

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    Muhammad KAMRAN FCA.

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    Objectives

    To understand what project financing is and

    what steps are involved in securing and

    managing it.

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    Part 1

    IntroductionFor whom is it important to understand project financing?

    Why is it important to understand project financing?

    What is a project?

    Types of projects.What is project financing?

    Key characteristics of project financing.

    Advantages of project financing.

    Disadvantages of project financing.

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    Introduction For whom is it important to

    understand project finance? Financial managers

    Sponsors

    Lenders

    Consultants and practitioners Project managers

    Builders

    Suppliers

    Engineers.

    Researchers Students.

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    Introduction Why is it important to

    understand project finance?The people involved in a project are used to find financing deal

    for major construction projects such as mining, transportation

    and public utility industries, that may result such risks and

    compensation for repayment of loan, insurance and assets inprocess. Thats why they need to learn about project finance in

    order to manage project cash flow for ensuring profits so it can

    be distributed among multiple parties, such as investors,

    lenders and other parties.

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    Introduction What is a Project?

    A Project is normally a long-term infrastructure, industrial orpublic services scheme, development or undertaking having:

    large size.

    Intensive capital requirement Capital Intensive.

    finite and long Life.

    few diversification opportunities i.e. assets specific.

    Stand alone entity.

    high operating margins.

    Significant free cash flows.

    Such projects are usually government regulated and monitoredwhich are allowed to an entity on B.O.O or B.O.T basis.

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    Introduction Types of Project.

    Motorway and expressway. Metro, subway and other mass transit systems.

    Dams.

    Railway network and service both passenger and cargo.

    Power plants and other charged utilities.

    Port and terminals.

    Airports and terminals.

    Mines and natural resource explorations.

    Large new industrial undertakings [no expansion and

    extensions.

    Large residential and commercial buildings.

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    Introduction What is Project Financing?

    International Project Finance Association (IPFA) defined projectfinancing as:

    The financing of long-term infrastructure, industrial projects

    and public services based upon a non-recourse or limited

    recourse financial structure where project debt and equity used

    to finance the project are paid back from the cash flows

    generated by the project.

    Project finance is especially attractive to the private sector

    because they can fund major projects off balance sheet.

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    Introduction Key characteristics of ProjectFinancing.

    The key characteristics of project financing are:

    Financing of long term infrastructure and/or industrial

    projects using debt and equity.

    Debt is typically repaid using cash flows generated from the

    operations of the project.Limited recourse to project sponsors.

    Debt is typically secured by projects assets, including revenue

    producing contracts.

    First priority on project cash flows is given to the Lender.

    Consent of the Lender is required to disburse any surpluscash flows to project sponsors

    Higher risk projects may require the surety/guarantees of

    the project sponsors.

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    Introduction - Advantages of Project

    Financing. Eliminate or reduce the lenders recourse to the sponsors.

    Permit an off-balance sheet treatment of the debt financing.

    Maximize the leverage of a project.

    Avoid any restrictions or covenants binding the sponsorsunder their respective financial obligations.

    Avoid any negative impact of a project on the credit standing

    of the sponsors.

    Obtain better financial conditions when the credit risk of the

    project is better than the credit standing of the sponsors.

    Allow the lenders to appraise the project on a segregated and

    stand-alone basis.

    Obtain a better tax treatment for the benefit of the project,

    the sponsors or both.

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    Introduction Disadvantages of Project

    Financing. Often takes longer to structure than equivalent size

    corporate finance.

    Higher transaction costs due to creation of an independententity. Can be up to 60bp

    Project debt is substantially more expensive (50-400 basispoints) due to its non-recourse nature.

    Extensive contracting restricts managerial decision making.

    Project finance requires greater disclosure of proprietaryinformation and strategic deals.

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    Part 2

    Stages in Project Financing.Project identification

    Risk identification & minimizing Pre Financing Stage

    Technical and financial feasibility

    Equity arrangement Negotiation and syndication Financing Stage

    Commitments and documentation

    Disbursement.

    Monitoring and review

    Financial Closure / Project Closure Post Financing Stage Repayments & Subsequent monitoring.

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    Stages in Project Financing Project

    Identification.Identification of the Project

    Government announced

    Self conceived / initiated

    Identification of market

    Product of the project

    Users of the product

    Marketability of the product

    Marketing Plan

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    Stages in Project Financing Risk

    Identification and Minimizing.Risk Solution

    Completion Risk Contractual guarantees from contractors,

    manufacturer, selecting vendors of repute.

    Price Risk hedging

    Resource Risk Keeping adequate cushion in assessment.

    Operating Risk Making provisions, insurance.

    Environmental Risk Insurance

    Technology Risk Expert evaluation and retention accounts.

    Interest Rate Risk Swaps and Hedging

    Insolvency Risk Credit Strength of Sponsor, Competence of

    management, good corporate governance

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    Currency Risk Hedging

    Political and

    Sovereign Risk

    Externalizing the project company by forming

    it abroad or using external law or jurisdiction

    External accounts for proceeds

    Political risk insurance (Expensive)

    Export Credit Guarantees

    Contractual sharing of political risk between

    lenders and external project sponsors Government or regulatory undertaking to

    cover policies on taxes, royalties, prices,

    monopolies, etc

    External guarantees or quasi guarantees

    Stages in Project Financing Risk

    Identification and Minimizing.

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    Technical feasibility

    Location

    Design

    Equipment Operations / Processes.

    Financial feasibility

    Business plan / model

    Projected financial statements with assumptions Financing structure

    Pay-back, IRR, NPV etc.

    Stages in Project Financing Technical

    and Financial Feasibility.

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    Stages in Project Financing Equity

    arrangement.Sponsors

    Lead sponsors

    Co sponsors

    Private equity participation

    Angel investors Private equity funding

    Financial institutions

    Non-financial institutions.

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    Stages in Project Financing Negotiation

    and syndication. Lenders

    Banks.

    Non- banking financial institutions.

    International lending institutions.

    Syndication

    Lead arranger.

    Co-arrangers.

    Negotiation

    Pricing.

    Documentation.

    Disbursement.

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    Stages in Project Financing

    Documentation. Commitment letters / MOUs

    Commitment letters from sponsors and investorsMOU signing with financiers.

    Documents Offer Letters Lending agreements Security documents Disbursement plan

    ContractsManagement/shareholder agency relationshipInter corporate agency relationshipGovernment/corporate agency relationshipBondholder stockholder relationship

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    Stages in Project Financing

    Disbursement. Equity Disbursement

    Shares application.

    Shares proceeds.

    Share certificates.

    Loan Disbursement

    Sponsor loans

    Advance payments

    Progress Payment

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    Stages in Project Financing Monitoring

    and Review Why?

    Project is running on schedule

    Project is running within planned costs.

    Project is receiving adequate costs.

    How?

    First hand information.

    Project completion status reports.

    Project schedule chart. Project financial status report.

    Project summary report.

    Informal reports.

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    Stages in Project Financing Financial

    Closure / Project ClosureFinancial closure is the process of completing all project-relatedfinancial transactions, finalizing and closing the project financial

    accounts, disposing of project assets and releasing the work site.

    Financial closure is a prerequisite to project closure and the PostImplementation Review (PIR). A project cannot be closed until all

    financial transactions are complete, otherwise there may not be

    funds or authority to pay outstanding invoices and charges.

    Financial closure establishes final project costs for comparison

    against budgeted costs as part of the PIR. Financial closure also

    ensures that there is a proper disposition of all project assets

    including the work site.

    Project closure and commencement take place after financial

    closure.

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    Stages in Project Financing Repayment

    & Subsequent Monitoring Repayments

    Grace period.

    Monthly installment.

    Quarterly installments. Dividends

    Monitoring?

    Appointment of directors and managers.

    Management meetings. Board meetings.

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    Part 3

    Conclusion. A typical project financing structure.

    Highlights of project financing structure.

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    Conclusion A Typical Project Finance

    Structure.

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    Conclusion Highlights of Project

    Financing Structure. Independent, single purpose company formed to build and

    operate the project.

    Extensive contracting

    As many as 15 parties in up to 1000 contracts. Contracts govern inputs, off take, construction and

    operation.

    Government contracts/concessions: one off or operate-

    transfer.

    Ancillary contracts include financial hedges, insurance for

    Force Majeure, etc.

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    Conclusion Highlights of Project

    Financing Structure. Highly concentrated equity and debt ownership

    One to three equity sponsors.

    Syndicate of banks and/or financial institutions providecredit.

    Governing Board comprised of mainly affiliated directorsfrom sponsoring firms.

    Extremely high debt levels

    Mean debt of 70% and as high as nearly 100%.

    Balance of capital provided by sponsors in the form ofequity or quasi equity (subordinated debt).

    Debt is non-recourse to the sponsors.

    Debt service depends exclusively on project revenues.

    Has higher spreads than corporate debt.

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    Thank You.