APAC Project Finance Academy (Modular Course)
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Advanced Project Finance Day 1 Hot buttons in project finance Best sectors and project types Sectors to avoid Which trends are current? Project finance vs. Balancesheet finance? Sponsor's rationale Lender's criteria Constructor's objectives Government's role(s) Institutions/investors Stages in project finance Time, team, costs Credit approval/information memorandum Syndication Case study and modelling assignments: Tollway - banks/bond 144A power project Oil & gas - political risk Infrastructure complex - bond Credit criteria Credit analysis case study: Impact of leverage Calculations for global coverage ratios Calculate liquidated damages/overrun/retention requirements Credit factors How to choose sensitivities Key ratio targets Contrast to sponsors' IRR, NPV, valuation analysis How to determine the correct structure for each risk The 7 risk systems The 16 risks to identify The 81 structures to apply Operating Cost Technical Management Completion/construction Political Infrastructure Market/revenues Environmental Inputs/reserve Sponsor/participant Force majeure Foreign exchange Engineering/design Syndication Interest/funding Legal Day 2 Funding and documentation Funding sources Debt Local currency Cross-border Mezzanine Credit wraps Equity Preference capital Convertibles IPOs/floats for projects Capital markets Leasing/leveraged leasing Export-credit agencies Multilateral agencies Commodity-based Offtake contracts Derivatives Ratings for project financings How to get one from Moodys, Standard & Poors and Fitch Contractual architecture Concession Agreements/BOO/BOOT Special purpose vehicles (the 6 types) Operations and Management (O&M) contracts Turnkey construction contract Delayed completion and systems performance insurances Offtake/sales contracts Support agreements/direct agreements Indirect supports/comfort letters Government guarantees Funding documentation Loan agreements Joint venture/shareholder agreement Security documentation Assignment of Contracts/Insurances Offshore proceeds account Swaps Securitisation Information memorandum Due diligence How to scope the review Independence of the reviewer Fit to credit approval/compliance The "bankable" feasibility study Role of the advisor(s) When to involve advisors How to keep the costs down Day 3 Political risk and case presentations Political risk structuring Definitions Terrorist questionnaire The classic three - expropriation; war; inconvertibility 21 political-risk categories Export-credit agencies/bilateral agencies and tactics for approaching them KfW-Ipex/Hermes, Germany ECGD, UK EDC, Canada JBIC/NEXI, Japan US Eximbank/OPIC, USA SACE, Italy Sinosure, China EFIC, Australia Multilateral agencies and how to approach them World Bank Multilateral Investment Guarantee Agency (MIGA) International Finance Corp (IFC) Asian Development Bank (ADB) European Bank for Reconstruction & Development (EBRD) Case study: Each team presents its allocated case with structures and solutions as well as cashflow sensitivities. Feedback is given on the team’s presentation of the deal architecture, risks, and financial sensitivities. Project finance as a competitive tool Integrating project financing into the bid Contract/tender bidding "Real" turnkey construction contracts New horizons for projects and funding sources "Green" funds Emerging-market funds Tax structures Performance insurances Infrastructure/development funds Capital markets (wraps, partial risk, credit guarantees) Islamic project finance Credit derivatives Note: The pre-course pack/CD includes the project finance risks chapter and the team cases and cashflow models. Oil, Gas and LNG Project Finance Day 4 Petroleum project financing Field development (upstream) Platforms/production facilities Pipelines/oil terminals Refineries/petrochemicals Coal-to-liquids/gas-to-liquids Coal-seam gas/coal-bed methane/fraccing LNG/regasification/shipping Cashflow for oil, gas, LNG and refining Converting reservoir engineering and other 15 risks into cash flows Reserve tail/PV loan life ratios Case study: LNG Train F A trustee-borrowing structure SPV works for this style of deal. Why? Reservoir engineering Seismic studies 'Proven' vs. 'Probable' reserves Production aspects Special petroleum-industry project-finance structures Production payments Throughput agreements Hedging/options Royalty trusts Securitisation Tankers Case studies: Centragas How to fund high-leverage pipeline infrastructure in capital markets and cover political risk. Ekofisk Pipeline How far can a borrower push a throughput agreement? Sasol Gas Pipeline Field facilities enhance the project’s cashflows. First International Petroleum Transport Shell spins off six tankers onto the capital markets, firstly as a private placement; then as a public issue. Floating-Production-Storage-Offloading ("FPSOs") Vessels Novel financing techniques. Ras Laffan LNG The world's largest PF bond issue at the time. PNG LNG Talk about 'mega'. This deal blows them all away! Examine the sponsor's loan tranche. Jurong Aromatics This deal would not have succeeded without BP's sub-debt tranche. Power Project Finance Day 5 Power industry risk analysis Technology and costs: Cogen, Cocycle Heat Rates Capex/MW Degradation Maintenance reserves Availability Fuel costs Emissions Renewables LNG Stages in power financing Concession/power purchaser Tenders/unsolicited Financing Case studies: Tejo Energia ("Pego"), Portugal How can banks take 30-year risk on a 12-year deal? What is a cash sweep? Mariveles Sinosure did a project finance deal on its own. Why this coal? Credit analysis Coverage calculations Reserve accounts Liquidated damages Case study: Petropower How could such a 'beside-the-fence' project attract 100% LDs? Renewable energy projects Wind Hydro/mini-hydro Biomass Wave Solar/photovoltaics Merchant power plants Price fuel = f(Price electricity) Price gas = f(Market)/reset Fuel subordination Anchor tenant/host Energy conversion agreement Lender friendly Cost curve Other services Portfolio Traders Case studies: Milford How was 'deemed dispatch' handled? What is the subordination structure? Wind Energy Overcome the difficulties in fitting wind into the grid and the complexities of the renewables payment regimes. Mine-Mouth Power How can the fuel supply be co-financed with the power plant? Mining Project Finance Day 6 Which commodities to project finance? Minerals to avoid Stages in financing Exploration Development Operations Credit analysis criteria Economic rent Reserves Capital Markets Case studies: Ranger Uranium How can banks provide a rehabilitation guarantee to shut the mine down? Industrial Minerals How to structure sales contracts to support a project financing. Colowyo How do the capital markets judge a monetisation of coal-supply contracts? Reserves due diligence Why are mining due diligence approaches not as good as the power sector? Ore reserve codes dissected Estimation short-cuts Gold instruments Commodity swaps Commodity-linked bonds Case studies: Yanacocha, Peru Classic gold-mine receivables financing based on a 5-year reserve. Iduapriem Gold Mine, Ghana How the gold fee works? Can subordinated debt work in a gold loan? How mine project finance can go wrong Cases studies: Anaconda Nickel How to use capital markets for development capital? International Coal Financings How banks lost US$1 billion on market risk? Political risk structures in mining Case studies: Ambatovy Deal-of-the-Year; a blockbuster assembly. Batu Hijau KfW-Ipex, US Exim, and JBIC, plus the sponsors’ subordinated debt. Newmont, Zarafshan How to fit OPIC, MIGA, and EBRD together with a project financing? Papua New Guinea Examine political-risk structures for all mining projects, including Lihir. Escondida Project finance without the banks Phu Kham Combination of mezzanine debt and project finance within a commercial political risk package (not ECAs). Also wraps in some equipment-lease financing. Infrastructure Project Finance Day 7 Risk allocation for each sector Highways/tollways/bridges/tunnels Airports Ports Railways/undergrounds Hospitals/prisons Water/sewage Sectors of interest Power Transportation Communications Social services Government/military services Traffic studies Methods Ramp-up Due diligence Urban mass transit Case studies: N3 Tollway What the banks did to flawed traffic studies? Gautrain Why this could never be a true PF deal. What is the BEE aspect? Superhighway BOO/BOT How much of a real estate component should be counted? Are the interchanges and corridor developments bankable? Laem Chabang Port How can banks achieve a full market-risk on such a project financing? How can FX risks be packaged? Are there technology aspects in the project forecasts? Chengdu No.6 Water China’s first water supply BOOT with the imaginative structuring of EIB. Bangalore Airport Why is the airside component backwards? Contractor usage Tender conditions Delay/completion architecture PPP Special-Purpose-Vehicles (SPVs) Public-Private Project Finance Day 8 The fit of PF to the PPP spectrum of 8 Privatisation BOO (and variants) BOT (and variants) Leasing/affermage Management contracts Service contracts Supply contracts Cooperatives PPP sectors and project types Power and power infrastructure Communications/telecoms Transport infrastructure Social infrastructure Public/military infrastructure PPP processes and stages/timing Policy formulation International comparisons Processes Competition policy Role of the regulator Unsolicited projects The 18 pillars of successful PPP programs Role of the Government PPP Unit Does the One-Stop-Shop really work? What policies and procedures are needed? What is the interface with local authorities? Philippines BOT Law Why has this simple Act spawned sufficient private-sector investment? PICKO-PIMAC/KDI, South Korea Korea set in place probably the most aggressive government co-spend. Partnerships Victoria What new policies and strategies are developed? Lessons? PPP tender/bidding The 'Track' on PPP projects to date Outline business case Risk control Value management Output specifications Standard concession terms and conditions Consortium bidding dynamics Invitation to qualify The ABN Amro model Invitation to tender One/two envelopes? Bid evaluation procedures Risk tradeoffs/matrix Preferred bidder(s) Reserve bidder(s) Project finance offer Concession finalisation Project finance close Case study: Croydon Tramlink Why the tender overturned them? Risk matrices Logic diagrams Four-by matrices Who takes what risk? World's best practices Case studies: Annuity Highways Why is this the simplest output specification in the world? How does an Annuity Payment work? Tolled vs.Untolled? The right of substitution? Highway 407 How did Value Engineering contribute? Tactics to maximise return/value? Penang Bridge (OMT) Funded by Islamic bonds, the government retains the right to renationalise it. Mangaung Prison It is so successful that prisoners re-offend to avoid getting transferred there! Mildura Base Hospital Why was the preferred consortium 'fired' during the last-minute negotiations? Supported Debt Model (SDM) Schools Why was the SDM tried on this package? What was the sponsors' resultant funding structure? Project Finance Risk & Recovery Day 9 Risk management The 8 options (and structuring solutions) Avoidance, deferral, reduction, retention, transfer, sharing, limitation, mitigation Case studies: BOO Cogen, USA Why the first 144A project-financed bond deal default was in the USA. Iridium World Why does Motorola consider it a success! What market-risk pointers were evident? Cawse/Bulong, Australia Why did the144A project-financed bond market proceed? Orly VAL Why did the French banks support an airport-city link when urban mass-transit traffic PF history is so appalling? Two types of project finance Type 1: Sponsor support/completion test Type 2: Contractors' package Upside limits/liquidated damages/delay-in-startup Project finance as an option The 3 phases of project finance Case study: East Kemptville, Canada The company signalled to its bankers that it might "take a walk" and it did. Techniques of risk assessment The seven (7) risk systems Statistics Modellers Benchmarking Checklists Risk management Jigsaw/structural Project finance Case studies: Phoenix, Australia Identify when a support will never work. Lihir, Papua New Guinea How a company spending $148 million for a feasibility study encounter repayment problems for technical reasons? Due diligence Legal Accounting/tax Environmental Engineering Market/traffic/subscribers Intelligence Case study: Victoria Hospitals Cogen, Australia How the risk-management study identified grid weaknesses. Basel II – Bank capital adequacy and scoring The Big Four Banks - Results Internal Ratings Based (IRB) System Risk-management measures Value-at-Risk (VaR) Scoring Soft systems methodology Country/sovereign risk Project finance modelling Base Case Downside Cases Breakeven Cases Upside Case Forecasting Backcasting Cyclicality Competitiveness Case study: Equate, Kuwait See how quickly this project (almost) defaulted. What could the banks do? Risk management – Structuring Case studies: Optus Cable Roll-out Environmental risk! Brisbane Airtrain See how the primary-secondary circles work in structuring this project. Corex, South Africa Why Voest Alpine had to pay $180 million to correct the completion problems. Limit setting Portfolio profile Credit risk Country limits Sector risks Case studies: Ottwon Asia Why did banks finance these projects knowing they could create pollution? Hero Asia Why can the bond markets sometimes take environmental risk? Role of the credit/investment committee Credit scoring Loan compliance Approvals matrices Pre-committee screening process Anticipating problems/failures The Rule of 3 Case studies: Western Harbour Crossing Why did this carefully-controlled structure fail? One.Tel How did banks commit to a company selling services for less than it cost? The 7 main tools Cascading covenants Reporting/compliance Audit/expert review Liquidity management Reserves Traps/sweeps Litigation trail Case study: Sithe Independence The FA technology (GE) was a technology risk. How much LDs were needed? Day 10 Role of lawyers Actions upon Default Cross-border considerations Equity Trade-ons SPV management Security/collateral Arbitration Legal states of play Bankruptcy Informal insolvency Administration Receivership/liquidation Roles Agent/custodian/trustee Project financier Team composition Experience Credit committee Workout/Special loans division Workouts Styles Break-up/reshaping New monies Equity/mezzanine Preparation for sale Patience War Risk ranking Matrix Building in hazards into the forecasts/Scenarios Case study: Marview, Australia The flexibility developed from backcasting and 'bottom-fishing' saved the day. New techniques Securitisation CLOs Partial risk Take-outs Completion enhancement Mezzanine/convertibles Combination packages Sequential structures Case study: Loy Yang, Australia How did Chase repackage this mis-priced deal? Citibank's CLO The international and sector approach taken on emerging-markets projectfinanced CLO in the PF bond market. The eight (8) common threads
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