Professional Documents
Culture Documents
Public-Private Partnership Projects
Public-Private Partnership Projects
Public-Private Partnership Projects
projects
Chap
• “PPP means an arrangement between a government or statutory
entity or government-owned entity on one side and a private sector
entity on the other, for the provision of public assets and/ or related
services for public benefit, through investments being made by
and/or management undertaken by the private sector entity for a
specified time period, where there is a substantial risk sharing with
the private sector and the private sector receives performance linked
payments that conform (or are benchmarked) to specified, pre-
determined and measurable performance standards.” (Source:
DEA ,Ministry of Finance, GOI And Asian Development Bank)
•
Government's role is one of facilitator and enabler by assuming social, environmental and political risks; private partner's role
is one of financier, builder and operator of the service or facility and it typically assumes construction and commercial risk.
The Government remains accountable for service quality, price certainty and cost-effectiveness (value for money) of the
partnership.
The PPP process involves a full scale risk appraisal since the private sector assumes the risk of non-performance of assets and
realizes its returns if the assets perform.
PPPs deliver efficiency gains and enhanced impact of the investments. They lead to faster implementation, reduced lifecycle
costs and optimal risk allocation.
PPP does not involve outright sale of a public service or facility to the private sector.
•
PPP is PPP is not
Better procurement Free infrastructure
Acceleration of infrastructure provision and faster Just about involving the private sector
implementation
Just building infrastructure with high up-front costs
Public sector reform with better strategic planning
Privatisation, simple concessions, outsourcing or
for improved quality of service
property development
Building and maintaining good infrastructure for
providing better services to the users
Sharing of risks between most appropriate parties
because Public and private sectors working together
Generation of additional revenues for enhanced
public management
TYPES of PPP Models
• There are numerous PPP models and many vary in terms of the level of
control they provide to the private sector and each necessitates a
unique mechanism to set up, administer, and deliver the PPP. Also, the
PPP can take a range of contractual forms where both the private and
the public sector divide the responsibilities while simultaneously taking
the risks.
According to Asian Development Bank (2000) and World Bank 0(2004)
the most common partnership options used world-wide are classified as:
• a. Service Contract
• b. Management Contract/Lease
• c. Build Operate Transfer
• d. Concession
Types of Build Operate and Transfer Models:
•Design-Build-Maintain (DBM):
•This model is similar to Design-Build except that the private sector also maintains the facility. The public sector retains responsibility for operations.
•Build-Develop-Operate (BDO):
The private business buys the public facility, refurbishes it with its own resources, and then operates it through a government contract.
• Build-Own-Lease-Transfer (BOLT):
The government grants the right to finance and build a project which is then leased back to the government for an agreed term and fee. The facility is
operated by the government. At the end of the agreed tenure the project is transferred to the government.
•Develop Operate and Transfer (DOT):
DOT can be said to be a contractual arrangement whereby favourable conditions external to the new infrastructure project which is to be built by a
private developer are integrated into the arrangement by giving that entity the right to develop adjoining property, and thus, enjoy some of the benefits
created by the investment such as higher property or rent values.
Types of Build Operate and Transfer Models
• Design-Build-Operate (DBO):
• Under this model, the private sector design and builds a facility on the turn-key
basis. Once the facility is completed, the title for the new facility is transferred
to the public sector, while the private sector operates the facility for a specified
period. This model is also referred to as Build-Transfer-Operate (BTO).
Form of Operation and Ownership Investment Commercial Duratio
Contract Maintenance Risk n in
Years
Management
Public and
Service Support Private Public Public Public 1-2
Contracts
Operation and
Private Public Public Public 3-5
Management
Lease Private Public Public Semi-Private 8-15
Affermage
Delegated Private Public Public Semi-Private 8-15
Management
Contracts Concession
Public/ Public and
Private Public Private Private 20-30
BDO
Private Public Public Private 20-30
Construction
support BOT, BOO
Contracts Public/
Private Private Private 20-30
Private
PPP PROJECTS - PROCESS MANAGEMENT
Project Identification
Expert Support to the PPP Cells
through PPP and MIS
consultants and legal advice
under ADB T.A
Preparation of Initial Screening Report
(ISR) Sector specific and need
Assessment Workshops
Signing of Concession/Contract
Agreement
• Equity Investors: For the Special Purpose Vehicle (SPV) to come into existence, it has
to receive some capital.
• This capital is provided by the equity investors.
• Generally, equity investors include private parties and the government.
• In the case of public-private partnerships, it could be both. This is the primary party
that will gain or lose depending upon the performance of the contract. Since they
own the equity of the SPV, they control its actions and who it gets into a contract
with.
• The fact that the investors have to put in money in the Special Purpose Vehicle (SPV)
does not make the Special Purpose Vehicle (SPV) structure redundant. The benefit of
using the structure is that the equity investors have limited exposure to the
downside. The maximum loss that they could face is limited to the amount they
apportioned as an equity investment to the Special Purpose Vehicle (SPV).
Debt Investors:
• Infrastructure projects usually require a huge amount of money.
• Also, since the cash flows of the project are somewhat stable, and the
returns provided are low, equity investors use a lot of leverage in order
to magnify their returns.
• It is common for infrastructure projects to use a leverage ratio of 10
to 1
• Debt investors include banks, investment banks, private equity firms,
and even pension funds. Infrastructure companies have been providing
a wide variety of financial instruments that the debt investors are using
to invest their money in these Special Purpose Vehicles (SPV).
External Agencies:
• Since Special Purpose Vehicles (SPV) use a lot of borrowed money,
they frequently require the help of third-party companies.
• The Special Purpose Vehicles (SPV) have to engage rating agencies to
rate their debt instruments. This is important since many mutual
funds and pension funds cannot invest their money in assets that are
not above a certain investment grade.
• Also, the Special Purpose Vehicles (SPV) have to engage financial
institutions like banks or insurance companies that provide bank
guarantees to investors.
• Construction Contractor: Finally, in most cases, the Special Purpose Vehicles
(SPV) appoints its parent company as the chief construction contractor.
• Using this mechanism, the equity investors are able to plow back most of the
funds that they had invested in as equity capital. However, they are only able
to do so once they execute the projects. Debt covenants usually do not allow
the SPV to give out money to the contractor until certain milestones have been
met. However, using the SPV structure, the company is able to execute the
projects without taking any undue risks.
• Maintenance Contractor: Lastly, once the project is constructed, it is usually
given out to a maintenance contractor.
• This contractor is generally another SPV which has the same set of
stakeholders and follows more or less the same process.
• Even if the same parent company plans to maintain the project, they generally
create a different SPV. In this case, the SPV is done to safeguard the revenues.
The idea is to protect these risk-free revenues by segregating them from other
risky investments which the company may be undertaking.
Escrow account
• An escrow account is a third-party account where funds are kept before
they are transferred to the ultimate party. It provides security against scams
and frauds, especially with high asset value and dispute-prone sectors
• Since the lenders have to depend only on revenues as it is nonrecourse
finance, they insist on all the revenues to go to an escrow account on which
the lenders would first charge
• In addition the lenders want the following to be defined by contract
• Sources of revenue
• Indexation of user fees to inflation
• Discounts and penalties related to performance
• Termination payments
Types of infrastructure projects
• Green field projects: projects invest in infrastructure from the beginning of
its development. The project together is started by the SPV and bears the
risks accordingly. They are characterized by high-risk high return profile and
the average IRR is 15%. – BOT projects
• Brown Field Projects: Projects that invest in infrastructure that are already
there and they have passed the construction phase. They bear the risks
linked to the operational phase. As they do not bear the risks associated
with the construction and the risks are lower when compared to greenfield
projects. On average the average IIR is 12%.
• eg: Service & Management contracts
Contents of a Basic Concession Agreement
• The parties to the agreement; • Interpretation: Sets forth the definitions of important terms and providing guidance on the interpretation of the contract’s provisions; • The scope,
territorial jurisdiction, and duration of the agreement; • The objective of the contract; • Circumstances of commencement, completion, modification, and termination of contract; • The
rights and obligations of the contractor; • The rights and obligations of the government; • The requirement for performance bonds to provide security for government if the construction
and/or the service delivery falls below standards; • Insurance requirements to provide security for the insurable matters; • Government warranties; • Private sector warranties; •
Consequences to a change in law; • Service quality, and performance and maintenance targets and schedules; • The identification of regulatory authorities, if any, and the extent of their
roles and authority; • The responsibilities of the contractor and the government with regard to capital expenditures; • The form of remuneration of the contractor and how it will be
covered, whether from fixed fee, fixed fee plus incentives, or another arrangement; • How key risks will be allocated and managed; • The contractor’s rights and responsibilities with regard
to passing through or entering public or private property; • Reporting requirements; • Procedures for measuring, monitoring, and enforcing performance; • Procedures for coordinating
investment planning; • Responsibility for environmental liabilities; • Procedures for resolving disputes; • Delay provisions describing what is and is not an excuse for a delay in construction
or operations; • Force majeure conditions and reactions; Procedures to be followed when either party to the PPP contract wishes to change any material portion (variation) of the contract;
• Indemnification circumstances; • The rights of each party to any intellectual property brought to the project or created during the project, including the steps to be taken to protect the
intellectual property of third parties, such as information technology software manufacturers; • Conflict of interests and dispute resolution; • Description of the conditions under which
either party may terminate the contract, the processes to be undertaken in that regard, and the consequences to each party of a termination; • The circumstances that may permit either
the government or any financial institution to “step in” to the contract to protect its rights under the PPP contract; • Consequences of a change in the ownership or key personnel of the
private partner; • Mechanisms whereby the parties to the PPP contract will interact with each other going forward; • Requirement that each party comply with all laws pertaining to the
project, including obtaining environmental, zoning, planning, and other permits; • Conditions by which public sector employees are employed by the private sector contractor, including
any restrictions on terminations or redundancies for operational reasons; and • Conditions precedent: Describes any conditions precedent to be fulfilled by either party before the contract
takes effect.
Sources of Finance for PPP projects
•Equity: Equity is subscribed by the parent companies sponsoring the SPV and by its shareholders, who view the
project as an attractive investment opportunity.
•Contractors for construction, maintenance, operations and supply of equipment are also normally persuaded to
participate in equity.
•Government agencies such as the National Highway Authority of India (NHAI) and state government undertakings
may also contribute to equity to a limited extent in some projects.
• Currently, foreign firms, particularly those from Malaysia, Japan and Indonesia, are investing in BOT projects in
India.ty. Equity holders get their returns only after all other project obligations are met. Thus the equity holders may
gain a profit or lose their expected return, depending on the success or failure of the project. Equity holders carry the
highest risk, and it is natural that they expect high returns (about 20%).
•
Sources of Finance for PPP projects
•Debt : Debt capital is necessary for most PPP projects as the concessionaire may not be able to provide the entire investment in the form of
equity. The sources of debt are the commercial banks, financial institutions and multi-lateral organisations. Commercial banks in the past have
been providing debt instruments with short tenure of less than seven years, to be in tune with the normal deposit tenures. Financial institutions
are willing to advance funds for longer duration. Multi-lateral agencies, such as the World Bank, the International Finance Corporation and the
Asian Development Bank, provide funds for road development on long term (20 to 30 years) basis, but they insist on government guarantees. A
promising source of debt funds is the insurance sector, whose appetite for long-term assets matches with the needs of infrastructure projects for
long-term debt.
•Debt from these lenders is termed as "Senior Debt" to denote that, in the case of project default, the lenders of senior debt will have the first
right to the cash flow and assets of the project, over the providers of equity and mezzanine capital. Debt can also be mobilized by issue of
bonds, including deep discount bonds, with duration to match the debt repayment period for the project. Tax-exempt infrastructure bonds are
permitted by government for this purpose.
•A recent innovation is the 'take-out' financing scheme pioneered by Infrastructure Development Finance Company (IDFC) with a view to
encourage bank lending. Under this plan, commercial banks could lend funds to a PPP project in the initial period on a short/medium
tenure, and IDFC would 'take-out' these assets from the banks at the end of the agreed duration. This route has been followed in the Delhi-
Noida Toll Bridge project. The 'take-out' scheme serves to assure 'comfort' to the banks in their lending to the infrastructure projects.
Sources of Finance for PPP projects
•Mezzanine finance
Mezzanine finance is an investment with some qualities of debt and equity, and so it carries a risk profile
intermediate between debt and equity. This may take the form of subordinated debt or preference shares with
regular interest. Mezzanine capital ranks below the senior debt, and carries a higher rate of interest than senior
debt. It is normal to persuade the contractors/suppliers to subscribe to mezzanine capital. The concessionaire
may be able to secure a larger senior debt on favourable terms in view of the mobilized mezzanine capital.
•When the financial viability of an otherwise desirable project is weak, the government
•may assist the SPV by providing a subordinated debt and/or a guarantee to award a bridge loan for debt
servicing in case of a shortfall in revenue in the early part of the operation period.
The Viability Gap funding (VGF)
• The Viability Gap funding (VGF) Scheme of the GOI provides financial support in the
form of grants to infrastructure projects undertaken on PPP mode which is generally
20 per cent of the project cost.
• These grants are either one time or deferred basis, and are strictly restricted for the
purpose of making the projects commercially viable.
• Government of India has also requested the World Bank to help bridge the critical
shortfall in infrastructure financing. Historically the World Bank has a long association
with India in building infrastructure - be it the railways, national highways, state
highways, or water systems - and has developed considerable expertise in these areas.
World Bank support helps in increasing the availability of long-term finance for
infrastructure PPP projects in India and also help the Indian Infrastructure Finance
Corporation Limited (IIFCL) to stimulate the development of a long-term local
currency debt financing market for infrastructure in India.
Sources of Finance for PPP projects
•Mezzanine finance
•Mezzanine finance is an investment with some qualities of debt and equity, and so it carries a risk profile intermediate between
debt and equity. This may take the form of subordinated debt or preference shares with regular interest. Mezzanine capital ranks
below the senior debt, and carries a higher rate of interest than senior debt. It is normal to persuade the contractors/suppliers to
subscribe to mezzanine capital. The concessionaire may be able to secure a larger senior debt on favourable terms in view of the
mobilized mezzanine capital.
•When the financial viability of an otherwise desirable project is weak, the government may assist the SPV by providing a
subordinated debt and/or a guarantee to award a bridge loan for debt servicing in case of a shortfall in revenue in the early part of
the operation period.
•Securitisation: If funds are raised in the bond market by process through which the issuer creates a financial instrument by
combining its other financial assets and then marketing repackaged instruments to investors. The process can encompass any type
of financial asset and promotes liquidity to the firm.PPP projects are quite suitable for securiisation because of their low risk.
Sources of Finance for PPP projects
• Loan Syndication: It is a loan offered by a group of lenders called as a syndicate who work together to
provide funds for a single project. The loan may involve fixed amounts, a credit line or a combination of two.
Typically there is a lead bank or underwriter of the loan, known as the “arranger” or “lead lender”. The lead
lender may put a proportionally bigger share and performs administrative duties among other syndicate
members.
• Receivable Financing: This is based on lending against the established cash flow of a business and involves
transferring a cash flow stream to an SPV similar to a project company. This cash flow may be derived from
the general business or specific contracts which give rise to the cash flow. The SPV then borrows against this
cash flow, without any significant recourse or guarantee to the owners of the original business, who are able
to raise funding off –balance sheet, as well as reduce the business risks.
Securitisation of Loan
• Securitization is the process of
transformation of non-tradable
assets into tradable securities.
• It is a structured finance process
that distributes risk by
aggregating debt instruments in
a pool and issues new securities
backed by the pool.
Asset Monetisation
• Asset monetization is the process of creating new sources of revenue for the
government and its entities by unlocking the economic value of unutilized or
underutilized public assets.
• For example, instead of just selling the roads or highways, the Government can make
an agreement with the private entities for a certain period in which the rights of
generating income through these roads or highways will remain with the private entity.
• In August 2021, GOI announced an asset monetisation plan wherein existing public
assets worth Rs. 6 trillion would be monetised by leasing them out to private operators
for fixed terms, and the proceeds would be used for new infrastructure investment.
• A public asset can be any property owned by a public body, roads, airports, railways,
stations, pipelines, mobile towers, transmission lines, etc., or even land that remains
unutilized.
• To monetize something means to ‘express it or convert it into the form of currency’.
Basically, monetizing is ‘to utilize (something of value) as a source of profit,’ or ‘to
convert an asset into money
Eg: Youtube Monitisation
• In India, the idea of asset monetisation was first suggested by a committee led
by economist Vijay Kelkar in 2012 on the roadmap for fiscal consolidation.
•
• The committee had recommended that the government should start
monetisation to raise resources for further development and financing
infrastructure needs.
National Monetisation Pipeline
• The government of India announced the National Monetisation Pipeline (NMP) worth Rs
6 trillion on August 23 in 2021. This scheme aims to serve as a roadmap for the asset
monetisation of several brownfield infrastructure assets across sectors including roads,
railways, aviation, power, oil and gas, and warehousing.
• NMP is a central portal that could act as a land bank housing information about all assets
that have been lined up for utilisation by strategic investors or private sector companies.
It will also assess the potential value of unused and underutilised government assets.
• The NMP targets to raise Rs 6 trillion through asset monetisation of the central
government, over a four-year period, from FY22 to FY25. However, the ownership of the
assets will be retained by the Centre. NMP focuses on brownfield assets in which
investments have already been made but are underutilised.
• https://www.niti.gov.in/verticals/ppp
Different committees in Infrastructure
• The Cabinet Committee on Infrastructure was formed in 2009 under the then Prime Minister. It
was a replacement of Committee on Infrastructure which was formed back in 2004. CCI was as a
standing committee which was formed with the primary goal to fast track the implementation of key
infrastructure projects and help in conflict resolution if any arises.