Energy Asset Finance School: Financing Options & Structures for Energy

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An ten day comprehensive, intense and practical programme covering the range of project finance structures used to finance energy assets and energy projects worldwide. Learn to finance energy projects using structured project finance Examine and understand each component of project finance Use these financing techniques to actively manage project financing for energy assets and energy projects Apply these project finance techniques to finance any revenue generating energy asset or energy project This completely interactive and practical 10-day energy course will use attendees actual energy assets and energy projects as course material. Course structure - transaction manager (as owner or fund…

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An ten day comprehensive, intense and practical programme covering the range of project finance structures used to finance energy assets and energy projects worldwide. Learn to finance energy projects using structured project finance Examine and understand each component of project finance Use these financing techniques to actively manage project financing for energy assets and energy projects Apply these project finance techniques to finance any revenue generating energy asset or energy project This completely interactive and practical 10-day energy course will use attendees actual energy assets and energy projects as course material. Course structure - transaction manager (as owner or funding source) Principles of energy asset finance Establish energy asset and project value Isolation of cash flow How to pre-qualify an energy asset and energy project for financing Learn how to structure energy project finance transactions Structure to solve issues Financial, legal, government, tax, real estate and private property Learn how to assemble the project finance team Learn how to construct the documents that become the energy project financing Learn how to compile the critical components for the financial model Learn to identify then structure solutions to solve problems and manage risks Learn the project finance steps from start to finish Special feature: Day 1 Introduction to corporate, asset and project finance via comprehensive terminology course - learn every finance technical term Profit from participation Attendees will learn the step-by-step process, the issues, tasks and the major milestones that become successful energy asset project finance transactions. Attendees will explore and understand the issues and decisions faced by energy asset and energy project owners and lenders. Attendees will learn how to manage an energy project financing from conception through to completion. Course topics and materials cover critical finance and structuring issues, essential elements and primary terms and conditions from the perspective of the energy project owner and lender. Attendees will explore the issues faced by every energy project owner and finance team that must be addressed to successfully arrange the equity and debt required to finance energy projects. Attendees will become equipped to manage a financing of energy projects. Attendees will examine lender issues and owner/ sponsor issues. Attendees will be exposed to the critical thinking and problem solving strategies actually used to evaluate and successfully finance energy projects. These skills can be used by origination and credit teams at lenders and by the teams at energy asset and energy project owners. Attendee study groups' energy assets and energy projects will cover Energy assets and energy projects suitability profiles Attendee energy projects – isolation of cash flow Structuring techniques to isolate project value and project cash flow Global funding sources for energy projects U.S. capital markets and private placements Credit approval process and energy asset lending process Who should attend This 10-Day comprehensive Energy Asset Project Finance course is designed for a multi-disciplined audience and is suited for those directly involved in all facets of financing energy assets and projects. This course will be especially valuable for: Investment banking directors, associates and analysts in the energy industry Finance directors and managers of energy companies Accountants serving energy companies Business development directors and managers of energy companies Business development directors, managers and officers of lenders Energy industry equity analysts Energy industry credit analysts Energy industry corporate planners and strategists Financial managers and executives of energy companies Government officials and policy makers for all facets of energy infrastructure Institutional investors Hedge funds Private equity investors Investment funds Sovereign wealth funds Lawyers and staff for energy industries Project finance banks and their credit directors, managers and analysts, business origination directors, managers and analysts of energy lending banks
Day 1 Introduction to corporate, asset and project finance via comprehensive financial terminology course This very intensive one-day session identifies and defines every finance term used in corporate finance, energy asset and energy project finance and all forms of structured finance. The session will define every financial term that will be used and discussed during this 10-day course. Each financial term will be defined in the context of the overall energy finance school and this finance school for energy assets and energy projects. This session is designed for attendees that require an introduction or a refresher course of the dozens of financial terms used today in modern finance. As each finance term is defined in context, the fundamentals that are the foundation for all careers in finance will be covered. In the definitional context, attendees will learn the basics of financial statements, balance sheet and income statement analysis, including key ratios and analytical tools for working capital, leverage, present value, discounted cash flow, return on investment, internal rate of return and some more sophisticated capital and financial terms that are essential to understand financing energy assets. Morning session Accounting terms Income statement terms Balance sheet terms Financial statement analytical terms and terminology Morning Break Finance terms Corporate finance terms Asset finance terms Energy asset finance terms Corporate finance analytical terms and terminology Lunch Break Afternoon Session Attendee questions and issues Legal terms Insurance terms Contract terms and terminology Afternoon Break Project finance terms and terminology Structured finance terms and terminology Summary and close Day 2 Attendee introductions Review attendee profiles Attendee course objectives Identification of energy projects Formation of study groups Initial diligence issues Morning session Course instructors Introduction and background Attendee introductions Review attendee profiles Attendee course objectives Morning break Review definitions Energy assets and energy projects Energy asset project finance Owner/sponsor/issuer Identification of attendee energy projects Lunch break Afternoon session Attendee – questions and issues Attendee energy project ownership issues Initial diligence issues Formation of attendee study groups Afternoon break Attendee energy projects Cash flow isolation issues Structural solution options Contract structure Royalty structure Tolling structure Licensing structure Trust structure Day 3 Energy project suitability profile Project finance requirements Real estate ownership Contract and property rights Lender and collateral issues Default and bankruptcy issues Energy project value equals isolated net cash flow Morning session Project finance suitability requirements Project function Project size Project costs Local law real estate rights issues Morning break Private property and transfer issues Foreclosure and bankruptcy issues Tax issues and structure solutions Currency issues and solutions Lunch break Afternoon session Attendee – questions and issues Owner/ sponsor single purpose entity Owner/ sponsor team Investment banker Engineer Local counsel International counsel Decision to construct Afternoon break Attendee energy projects Energy project timeline definitions Isolation of cash flow Attendee energy project valuation Attendee energy project cost Day 4 Project information package contents Document function summary Energy project construction cost risks Energy project operating risks Attendee energy project issues Attendee energy project structure solutions Morning session Function of the project information package Identifying risks and related solutions Document centric solutions Project information package table of contents Morning break Energy project construction cost risks Function and performance risks Environmental risks Technology risks General contractor risks Major supplier and parts cost risks Construction time risks List of required permits Interest rate risks Lunch break Afternoon session Attendee questions and issues Energy project revenue risks Energy project performance risks Energy project revenue and market price risks Energy project commodity input price risks Energy project operating costs risks Energy project maintenance costs risks Attendee energy projects risks Afternoon break Cash flow isolation issues Local law change issues Currency risks issues Local tax law change risks Third party liability General indemnity Tax indemnity New York and UK governing law solutions Identify structure issues and solutions Confirm isolation of cash flow structures Day 5 Owner/ sponsor team and documents Owner/ sponsor cash and risk obligations Initial engineering report Owner/ sponsor energy project approval sequence Energy project value/ cost Morning session Owner/ sponsor team Owner/ sponsor team project budget Project team leader Financial model capability Decision process/ authority Investment banker - engagement agreement International counsel - retention contract Local counsel - retention contract Engineer - professional services contract Environment engineer - professional services contract Project manager – internal/ external Morning break Attendee energy projects Preliminary engineering report – variance 30%+ Energy project function Energy project performance specifications Energy project useful life Energy project gross revenue Energy project input costs Energy project operating costs Energy project maintenance costs Establish energy project value Owner/ sponsor – “go - no go” decision Lunch break Afternoon session Attendee questions and issues Attendee energy projects – “Go no-go decisions” Energy project revenue Energy project net cash flow Isolation of net cash flow Energy project value/ cost Technology risk assessment Determine project finance equity and debt amounts Afternoon break Equity amount and repayment profile Debt amount and amortisation profile Subordinated debt amount and amortisation profile Construction debt amount and repayment profile Day 6 Approved energy projects Project finance diligence and sequence Owner/ sponsor reporting requirements Project information package sections Pre-construction period tasks and issues Morning session Investment banker/ transaction manager Task management report Owner/ sponsor team tasks Pre-construction cost categories and documents Updated engineering report Role of the financial model Financial model inputs from documents Morning break List of permits and tasks – local counsel Issuing party/ submission requirements Responsible parties Objective/ subjective and timing Refine the engineering report - engineer Energy project site specifications Water consumption/ discharge Electricity consumption and availability Rail requirements and access Other required project inputs and related contracts Operating and maintenance contracts Project management contract Energy project site – access - purchase or site lease Lunch break Afternoon session Attendee questions and issues General contractor – selection process Direct selection vs. RFP Cost plus vs. guaranteed maximum price EPC contract – primary terms Liability and indemnity issues Builder’s insurance Equipment suppliers/ subcontractors Construction period definition Completion tests – project specifications Surety – primary terms Scheduled takedowns and required documentation Capitalised interest during construction Afternoon break Attendee energy projects diligence Open issue resolution Total construction cost Finalise isolated net cash flow Day 7 Project information package – finance sections Equivalent of a private placement memo Executive summary Project equity – summary of terms Project debt – summary of terms Morning session PIP - private placement memo - equivalent Executive summary contents Overview of the entire energy project Explanation of construction cost risks Management of construction cost risks Explanation of operating risks Management of operating risks Isolation of cash flow Energy project finance primary document list Project lease or operating contract Morning break Waterfall provisions Definition of net available cash flow Working capital Maintenance reserve Debt service reserve Secured debt arrears and accruals Project equity rate, repayment arrears and accruals Current payment sequence and payments Lunch break Afternoon session Attendee questions and issues Project equity – summary of primary terms Amount/ currency Closing, funding and takedown dates Project equity repayment/ recovery tenor/ term List of representations and warranties Tax and general indemnities Events of default Remedy rights Closing conditions precedent Range of rates of return Carried interest Afternoon break Secured term loan – summary of primary terms Amount/ currency Closing, funding and takedown dates Secured debt repayment/ recovery tenor/ term List of representations and warranties Collateral and assignment rights Events of default Remedy rights Tax and general indemnities Closing conditions precedent Interest rate Day 8 Project finance funding market overview Placement strategies Currency options US dollars/ euros Rating agencies role and process Project finance equity sources Project finance debt sources Currency and interest rate Risk mitigation strategies Morning session Competitive bid process vs. negotiated placement Rating agencies role Rating agency process Currency options and issues US Dollars/ Euros Placement process steps Morning break Sources of project finance equity Equity capital markets Sovereign wealth funds Financial investors Corporate operators and joint ventures Evaluation and decision process Lunch break Afternoon session Attendee questions and issues Sources of debt financing Commercial banks Corporate finance Project finance Structured finance Reserve finance Evaluation and decision process Afternoon break Debt capital markets – bonds Debt capital markets – rule 144A placements Export credit agencies (ECA’s) Direct loans and guarantees Multi-lateral agencies (MLA’s) Political risk issues Interest rate advantage EXIM Banks, OPIC and World Bank Currency swap basics Interest rate swap basics Successful negotiating strategies and practices Day 9 Constructing the financial model Table of contents - Excel worksheets Connecting Excel sheets Creating defined terms Cash cost inputs from documents Investment banker engagement agreement Counsel retention agreements Professional services contracts EPC contract financial terms Project revenue and operating costs Repay the financing Stress test the assumptions Morning session Energy project timeline Financial model worksheet names Connected worksheets Create names – defined terms Extracting pre-construction cost components Transaction expenses Placement and commitment fees Engagement agreement, retention agreements Professional services agreements Morning break Owner/ sponsor investment value/ cash costs EPC contract and construction costs Construction debt and equity takedowns Equity return accruals and rates Accrued interest Legal costs Builder’s insurance costs Lunch break Afternoon session Attendee questions and issues Completion and performance risks Placed in service date Construction loan repayment date Secured debt and project equity takedowns Interest costs and equity rates Deferred EPC contract and accrued costs Afternoon break Waterfall provisions Annual/ monthly projected revenue Project input costs and variability Operating costs and escalation Maintenance expense and escalation Maintenance reserve Debt repayment reserve Debt repayment Equity return and carried interest Sponsor return Stress testing the financial model Day 10 Attendees energy projects Energy project finance Transaction milestones, tasks and steps Owner/ sponsor team assembly Energy project finance structure Isolation and assignment of cash flow Project information package assembly Managing the transaction process Morning session Identify and assess the energy project Cash flow isolation and assignment Owner/ sponsor ownership/ investment Owner/ sponsor “go-no go” decision Reporting requirements Transaction management schedule Assemble the owner/ sponsor team Owner/ sponsor team documents Project performance specifications Initial financial model assumptions Morning break Components of the project information package Executive summary The complete project description Risks of project construction and cost Risks of project performance Risks to project revenue and cash flow Required final document terms EPC contract Operating contract Maintenance contract Project management contract Input supply contracts Output sales contracts Finalise the financial model Detailed project equity term sheet Pre-marketing the project equity Project equity responses Mark-up of the equity term sheet Negotiation of the project equity terms Lunch break Afternoon session Attendee questions and issues Rating agency process Detailed secured debt term sheet Pre-marketing the secured debt Secured debt responses Mark-up of the secured debt term sheet Add construction debt terms Afternoon break Transaction documents sequence and timing Closing and funding Construction, completion and testing Course evaluation forms Course summary and close
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