Project finance presentation ppp conference- south africa 2015
1. 2/26/2016
Presented by Audrey Mwala, Director Project
Finance & Risk Analysis, The PPPC, Malawi 1
Project Finance
PPP Conference March 2015
2. In SADCs to spend
US$64bn between
2013 to 2017
Energy USD12.3bn
Transport
USD16.8bn
Water USD13.5bn
ICT USD21.4bn
Other USD 0.5bn
Source: SADC Short-term Plan 2013 – 17
2/26/2016 Presented by Audrey Mwala, Director Project Finance & Risk Analysis,
The PPPC, Malawi
2
3. 2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
3
• Infrastructure demand
growth rate >
traditional finances
• Traditional finance not
enough for operations
• Need for Project
Finance
4. What’s not Project Finance
•Corporate finance
•Angel finance
•Sovereign finance
•Structured finance
2/26/2016 4
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
5. Corporate Finance
Trend Analysis
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
5
• Loan against exiting balance sheet
• A going concern status
• Often unsecured
• Extrapolate from past performance
• Management has full control
• Recourse to company balance sheet;
6. Sovereign Finance
• Government borrows to finance public
infrastructure.
• Govt. may contribute its own equity
• Analyze govt.’s ability to raise funds
• Shows up as a liability on Government
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
6
7. Angel Finance
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
7
• Rich individuals or a group
• Retired entrepreneurs or executives
• Seed capital
• Management advice & contacts
• Bear extremely high risks
• A higher reward
• Invest beyond monetary return
• Equity or convertible debt
• A defined exit strategy
8. Structured Finance
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
8
• Existing Company borrows
• Finance brown field project
• Full recourse on borrower
• Creditworthiness - historical &
future
• Limited security perfection
• Pay interest in construction
9. Definition
by E. R. Yescombe, 2007
Means of raising long term non-recourse debt
financing for major projects based on lending
against the project’s future cash flows and depends
on a detailed evaluation of project’s construction,
operating and revenue risks, their allocation
between the investors, lenders and other parties
through contractual and other arrangements.
2/26/2016 9
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
10. Project Finance
• Contractual structure where the lender only looks
at the project cash flows & earnings
• The project finance structure affects the cost of
finance
• Security is the project asset
• Multiple parties & multiple contracts
• Lenders control
• 70 % of infrastructure is financed through project
finance
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
10
11. Why project finance
• Its clean- project finance lenders
avoid exposure to various risks of
the sponsors balance sheet
• Magnitude of the project is too
large normal corporate finance
arrangement
• Diversification –risk spread
• Off-balance sheet financing
• Protection of Govt. interest in the
asset
• Lenders have more control
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
11
12. Why project finance
• Lower agency costs- lender
monitor managers
• Extensive due diligence of by
lenders
• In distress lenders can manage
situation through step in rights
• Lower financing costs
• Ring fencing of project assets
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
12
13. Disadvantages
• High transaction costs
• Complex structures
• Slower to arrange financing
• Not appropriate for small projects less than
$10 million
• It increases equity return
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
13
14. Sources of project finance
• Commercial banks-
– banks
– Pension funds
– Insurance
• Multilateral lenders
• Regional development banks
• Export crediot Agency
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
14
15. Project Finance
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
15
• High upfront capital intensive
assets, long lives.
• Greenfield project
• Used in most PPP’s
• Special Purpose Vehicle borrows
• Highly leveraged structure
• Non or limited recourse
• Bankability- NPV of future cash
flows
• Capitalise interest in construction
16. Sources of Project Finance
• Equity- for new or same line of business
– Pure equity or Quasi equity, Preferred equity, Shareholder loans
• Pension funds- matches with pension obligations
• A 'syndicate' of lending institutions
– Senior debt, Second lien debt, Mezzanine debt, Convertible debt
• Bank loans (usually short term)
• Construction companies @ risk capital
• Infrastructure Bonds- based on project cash flows
• Revenue Bonds- used by municipals
• Securitization – receivables used to float a bond
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
16
17. Typical Stages in Project Finance
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
17
Stage
1
Stage
2
Stage
3
•Construction
•Service delivery
Preliminary negotiations (Business Plan, Cash flow projections
Due diligence (affordability, technical, Economic, Environmental, legal, financial,
commercial)
Procurement/Bidding
Contract negotiations
Contract Signing
Financial closure (Sale and Purchase Agreement, concession,
Construction, FM agreement, Conditions precedent, Architects, Contractors,
Project Management team, Marketing team)
18. Bankability
• A projects attractiveness to raise private finance
• Attractiveness to both attract equity & debt
• Project cash flows can service debt
• For cash flow variation- a margin to still service
debt
• Risks allocated to private sector not excessive
• Enough returns to give the equity holders a return
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
18
19. Bankability- Not an isolated component
• Need for balance that private party risks not to undermine:
• lenders interests
• Sponsors interest or
• burden users or
• Govt. with excessive fees
• Govt. looks at projects technical and financial
viability
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
19
Bankability
20. Project Finance Pricing
• During Construction Period: LIBOR + X%
• During Project Operation: LIBOR + X% -1%
• Typical Upfront Fees : X
• Arrangement Fee – Once off
Documentation Fees
• Legal Fees
• Commitment Fees –X% p.a. on un-
drawn amount ™
• Administration Fees
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
20
21. Financing Agreement
• Disbursements-lender’s consent.
• Lenders monitoring
• Step in rights
• In large projects financiers
appoint manager
• Lien-project assets, paid from
project cash flows
• Debt repaid before the end of
project life.
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
21
22. Special Purpose Vehicle
• A special entity created for project, shields other sponsor’s
assets from project failure.
• Has no assets besides the project.
• Sponsors capital contribution assures lenders of the sponsors'
commitment.
• Limited recourse- Limits the borrowers loans to the project
assets
• Assignment of all contracts (insurance, off take & supply
contracts)
• Pledge of SPV shares
• Assignment & pledge of revenue to collateral accounts
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
22
23. Special Purpose Vehicle
The Special
Purpose Vehicle Construction
firm
Project
sponsors Contract
Monitoring
Government
contracted
certifier
Contracting Authority
f
e
e
s
Marriage
contract
Unitary
payments
Payment
2/26/2016
23
Presented by Audrey Mwala, Director Project Finance & Risk Analysis, The PPPC,
Malawi
Other suppliers
24. Project Financing Risks
• Infrastructure projects are inherently risky.
• A project may be subject technical,
environmental, economic and political risks.
• Risk identification and allocation is a key.
• Project financing is distributed among
multiple parties, so as to distribute the
project risk.
• Financiers institutions at times conclude that
the risks in a project are unbankable
• Riskier projects may require limited recourse
financing, a surety from sponsors
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
24
25. Public Sector Base Comparator
• Hypothetical, risk adjusted, cost of
govt. doing a project.
• Expressed in present value
• Testing private party bid for value for
money.
• Helpful for negotiation
• Helps to ascertain full life cycle cost
of the project.
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
25
26. PPP Shadow Bid
• Hypothetical, risk adjusted, cost
of private party. doing a project.
• Expressed in present value
• Helpful to understand
assumptions
• Helpful for negotiation
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
26
27. 2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
27
Affordability
• PV of Govt.’s future revenue versus:
• present value of future capital &
• current expenditure
• Affordable to:
• Government
• Users
• Whole life cycle costs but may vary:
• Brazil – 10 years fiscal analysis
• UK- procuring authority
• France- ministerial programme
• Colombia- cash transfer to contingent fund
• State of Victoria- PSC
28. 2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
28
Gap funding
• Viability Gap fund
• Initial funding or
• Operational
• Output Based aid
• Contract period extension
• Guarantees, loan
• Availability payments
• Concessional loans
29. Financial Modeling
• Lending based on financial
modeling of investment, cost &
revenues.
• bankability based on key
assumptions
• Sensitivity & scenario analysis
used to draw the comfort lines
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
29
30. Key Inputs of a financial model
• Project duration
• Initial Capital plus
additional capital
Demand volume
• Price
• Unit cost
• Overheads
• Inflation
• Discount rate- Cost of
total capital
• Interest rate
• Debt repayment
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
30
31. Present Value of O & M
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
31
34. Value for Money
• Key objective –optimal VFM
• Programme, UK or project level
• Qualitative & non qualitative
• economic cost benefit basis (net benefits over PSC)
• Present Value of PSC less Risk adjusted private bid
• Europe, Australia & North America shows VFM for most
PPP projects range between 7% - 15% of the PSC estimate
2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
34
Develop a
PSC
Develop a
Shadow
bid
Compare
with
shadow
price
If PSC
price>
shadow
bid, then
proceed
to
tender
Compara
tor bid
price
with PSC
Monitor the
value for
money
throughout
the project
life
35. Optimal Value for Money
2/26/2016
Project Finance Presentation- A. Mwala
Sept. 2014
35
36. Key components of VFM
•Not an isolated element
•Projects affordability
•Project to transfer significant risks but be affordable
•Bankability
•balance risk transfer & affordability
•Risk Transfer
•Balance affordability & Bankability
Affordability
Bankability
Risk
Transfer
VFM
37. Value for Money assessment
2/26/2016
Presented by Audrey Mwala, Director Project Finance & Risk Analysis, The PPPC,
Malawi
37
Value for Money=
• NPV of PSC $149.9m less
• NPV of PPP bid $121.1m = $28.8m
38. Summary
2/26/2016
Presented by Audrey Mwala, Director Project Finance & Risk Analysis, The PPPC,
Malawi
38
$100
$149.9
$121.1
$135
$170
$28.8m
$14.9m
39. 2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
39
•Monitor VM during in all stages:
•Tender
•Construction &
•Service delivery
•Transfer
• Significant shift of VM might be
ground for renegotiation
VFM Monitoring
40. 2/26/2016
Presented by Audrey Mwala, Director
Project Finance & Risk Analysis, The PPPC,
Malawi
40
•Direct financial VFM can be negative
•Subsequent economic impact might be
enormous e.g. Airlines, high speed
trains
•can be both quantifiable and non
quantifiable
•Taxes
•Employment,
•New business
Economic Impact