Professional Documents
Culture Documents
Session 1 To
Session 1 To
Project Finance
PRESENTED BY:
• Alternative 2 –
• Project Financing using SPV.
4. Types of Contract
D. Loan Agreement
E. EPC Contract
A Case of Ambani
Brothers
State Support Agreement
CHENNAI: The much-awaited Maduravoyal-Chennai Port elevated corridor project would be constructed at a cost of
Rs 5,770 crore. A memorandum of understanding would be signed between the National Highways Authority of India
(NHAI), the Navy, Chennai Port and the Tamil Nadu government, finance minister Palanivel Thiyagarajan announced
on Friday.
The projec was conceived in 2010 by the then DMK government headed by M Karunanidhi. The project commenced in
September 2010. It was aimed at easing the city traffic and free movement of freight fro and to the port.
However, it was stalled after the AIADMK came to power in 2011 as then chief minister J Jayalalithaa opposed the
project, stating that it would have an adverse impact on environment and also result in flooding the residential areas.
The government had also defended its decision pointing out that 14km out of the 18.3 km of the elevated expressway
would fall on the river Cooum. The pillars were erected on the river.
The NHAI resumed the project after the TN government signed a state support agreement (SSA) for the project in
December 2016.
State Support Agreement
State Support Agreement
means the agreement
entered into amongst the
Government and the
Concessionaire for
provision of support,
backup, assistance and
services required from
Government in Uttar Pradesh government
signs state support agreement
connection with the with Noida International
Project. Airport
OMDA Agreement
______and JVC have
entered into
an Operation,
Management and
Development
Agreement (hereinafter
the OMDA) whereby
they have agreed upon
the terms and conditions
upon which the JVC shall
operate, finance and
manage the asset.
Loan Agreement
and responsibilities, as well One Toll Way Private Limited for the expansion (to
six lanes) of the National Highway 1 Panipat–
as credit terms like the loan
Jalandhar Toll Road Project.
amount, the type of loan
being extended, the
repayment schedule, and the
interest rate.
Power Purchase Agreement
A power purchase
agreement (PPA), or
electricity power agreement,
is a long-term contract
between an electricity
generator and a customer,
usually a utility, government
or company. PPAs may last
anywhere between 5 and 20
years, during which time the
power purchaser buys
energy at a pre-negotiated
price.
Few Terms of Raw Material Supply
Material Supply Agreement Agreement
1. Sale, third party sales whether allowed
2. Non-Competition
it is a sale agreement where 3. Non-Solicitation.
one party agrees to sell and 4. Quality.
the other agrees to buy 5. Shipping, Packaging and Formalities
definite goods of economic 6. Inspection of Goods and Records
value. 7. Seller’s Warranties
8. Validity of the Agreement.
9. Statutory Requirements
10.Legal Remedies and termination
11.Indemnification
12.Independent Contractors
13.Assignment
Role of Legal and Technical
Advisor in Project Finance
PRESENTED BY:
Contents
B. Industrial Development of Project
C. Project Financing
In this stage the project company sets up contracts and obtains permits and other legal papers
required to realize the necessary works and to operate in accordance with the aims of the
project. At this stage, the project company lawyers usually perform the task of drawing up a
complete list of these documents and finalizing and/or obtaining them.
Project Financing
At this stage the project is almost entirely in the hands of lawyers. More than any other
document, the credit agreement is a contract that requires highly specialized lawyering.
Decisions Sub
of headline
a business nature required from the principal actors (arrangers and project
01
company’s sponsors) are the guidelines around which the credit agreement is fashioned.
This then becomes the control document for the entire project. In the early stages, a specific
project finance deal is above all an industrial idea regulated by a financing contract, which
will then provide most of the financial resources to realize the project itself.
Maintenance of Project Financing
This is the last step where the role of lawyer comes to an end. The project lawyer has to
maintain the relationship with various stakeholders of the project and express his opinion
01 Sub headline
on legal issues arising during various stages of the project.
Role of Technical Advisor (Independent
Engineer) in Project Finance
Table of 2.
3.
Phases of Risk
Risk Identification
Contents 4.
5.
Risk Mitigation
01. Definition
Construction Risk
PRESENTED BY:
Contents
4. Input Require for Project Cash Flow Valuation
Arrangements
7. Equity Consideration
Need for Project Cash Flow
Analysis
Waterfall Structure of Operating Cash
Flow
Dynamic Structure of Project Cash
Flow Financing
during O&M
Phase
Sources of
Finance
to Fund CapEx
Input Require for Cash Flow
Valuation
1.The timing of the investment
2. Initial investment costs
3.Grants (when applicable), especially in PPP initiatives
4.Analysis of sales revenues and purchasing costs
5.Analysis of operating costs (Staff, Maintenance, Energy and Security)
6.Fluctuations in working capital (Stand-by Facility)
7.Taxes (With Taxes and Without Taxes)
8.Macroeconomic variables
Operational Cash Flow and
Contractual Arrangements
Process of Defining Project’s Capital
Structure The two key factors for setting up the optimal
capital structure lie at the centre of the
diagram. Operating cash flow during the
operating life represents cash available for debt
service, while the financial structure and
assumptions regarding loan repayment define
the cash requirement. During the construction
phase the operating cash flow is negative. This
results in a financial requirement to be covered
with both share capital from sponsors and,
more importantly, bank loans organized by the
arranger. Conversely, during the post
construction phase, operating cash flow
becomes positive and has to be able to support
the debt service (principal and interest), the
obligation to create and maintain reserve
accounts, and reimbursement on capital
invested by sponsors
Work Flow in
Choosing a Meeting the
Expectations
Financial
Structure
Calculate the WACC
Calculate the IRR, EIRR and NPV
Equity
Debt
Initial Funding
Initial Funding
Equity – As Source of Finance
Merits and Demerits of Equity Financing
Conditions for Equity Financing (Lock-in Period, Transfer and Mini. Holding etc.)
Equity Consideration
1. The degree of financial soundness of the project
2. The level of risk lenders are willing to accept
3. Precedents on the domestic or international financial
market
4. Operating Cash Flow > Debt Service
Potential Equity Contributors
1. Government/Govt. Agency
1. Nationality of the issuer in terms of issue currency for securities and placement market
2. Target investors
3. Existence of capital and interest payment guarantees or otherwise
4. Subordination clauses
5. Interest calculation method
6. Capital repayment method
Bond– as Source of Finance
1.Investor Target
2.Tenor of Financing
3.Preservation of the Sponsors’ Financial Flexibility
4.Inflation-Linked Bonds
5.Structure for Utilization and Repayment of Funding
6.Credit Policies and Market Sentiment
7.Financing Terms and Conditions
8.Covenants and Monitoring Management of the Project
Bond– as Source of Finance
Process of Issuing Project Bond
Municipal Bonds
Municipal bonds are a special category of bond
issued by public bodies in order to finance
projects linked to the mission of local
authorities. While these are not part of the
project bond category discussed in previous
sections, they are worth mentioning because they
are structured in the same way as project bonds.
The term municipal bonds refer to bonds issued
by public bodies such as states, governments,
provinces, municipalities, or other bodies in
order to finance operating expenses or specific
projects. These bonds can be sold either by
public placement to retail investors or by private
placement targeting institutional investors.
These instruments can be classified into the
following categories:
1. General obligation bonds.
2. Project revenue bonds.
3. Dedicated revenue bonds
Municipal Bond and Green Bonds
PRESENTED BY:
Contents
Cover Ratios The ratio tells us that in any given year of operations, the financial
resources generated by the project (represented by the numerator)
must be able to cover the debt service to lenders (the denominator of
the quotient). In theory, the lowest number the coefficient can be is 1.
However, both the sponsor and the lenders reject
the hypothetical scenario of a DSCR of 1.
Cover Ratios
Loan Life Cover Ratios
Having requested a DSCR of 1.3, it is as if Alfa bank were to weight each nominal flow
produced by the initiative at approximately 77% of its value. Beta bank, the more risk-
averse lender, actually uses a weight of 62.5%.
Debt Repayment Option
PRESENTED BY:
SOFT
HARD
Advisory Services
1. To understand fully the sponsors’ objectives and then to identify alternative solutions to achieve these .
2. To evaluate risks inherent in the project and to attempt to find strategies to mitigate, manage, and allocate these risks.
3. To assist sponsors in preparing and negotiating major contracts concerning the project .
4. To assist sponsors as regards certification of all permits, licenses, and authorizations obtained .
5. To assist sponsors in preparing the business plan or by reviewing the plan already prepared by them.
6. To highlight problems sponsors have not considered but that must be resolved to ensure the deal’s success
Arranging Services
Arranging services is a competitive area covered exclusively by commercial banks that:
1.Have good international coverage (this helps when structuring loan pools involving
banks from different countries) and
2.Have considerable financial strength and a huge amount of equity: in project finance
there is a symmetry between the size of the project and the size of the intermediary
that structures and negotiates the financing pool.
Integration of Advisory and
Arranging Services
1. The first is to maintain a clear-cut division between the roles of financial advisor and arranger:
The borrower decides not to allow its financial advisor to participate in the loan pool once this is
structured (specialization model).
2. The second alternative is exactly the opposite, in which case the borrower decides beforehand
that the chosen financial advisor will also be the arranger in the second phase (integration
model).
3. The third situation lies somewhere between the previous two, namely, where the borrower
decides to allow its financial advisor to compete with others for the role of arranger.
Fee Structure
PRESENTED BY:
The second source is bilateral aid. Bilateral aid is assistance given by a government directly to the
government of another country. It is usually the largest share of a country’s total aid and is often
influenced by strategic geo-political purposes as well as humanitarian ones. For purposes hereof,
nothing further need to be said about this source.
Multilateral Institution
Division – Govt. of India
https://dea.gov.in/multilateral-institutions-divisions
The world bank consists of
1.The International Bank of Reconstruction and Development (IBRD)
2.The International Development Association (IDA)
3.International Finance Corporation (IFC)
4.Multilateral Investment Guarantee Agency (MIGA)
5.International Centre for Settlement of Investment Disputes (ICSID)
The International Bank for Reconstruction and Development
Current IBRD Eligibility Criteria: Middle and some creditworthy Lower Income countries
qualify for IBRD Loans. Countries are classified based on their previous years Gross National
Product into middle income –upper and lower, and Lower Income economies. This
classification is done once a year on July 1st. IBRD operate by means of:
1. Direct loans
2. Partial risk guarantees
3. Partial credit guarantees
4. Enclave guarantees (Oil and Gas Project)
International Development Association
Eligibility for IDA Assistance:
IDA assistance is based on the following criteria:
a) The country’s relative poverty defined as the Gross National Income (GNI) per Capita in
the previous year below an established threshold which is updated annually.
b) Lack of creditworthiness to borrow from both commercial sources and IBRD.
Regional Development Banks
Regional development banks are also multilateral financial agencies, but they
operate in a more restricted geographical area than the World Bank. They focus
on one geographical area only (usually a continent), and their share capital is
held by governments of countries in the area concerned.
EXIM Bank
Innovative Financing –
A Case of Coimbatore Bypass Road Project
Innovative Financing –
A Case of Coimbatore Bypass Road Project
Contact
Information
PHONE NUMBER
937 310 54 28
EMAIL ADDRESS
ahedau@nicmar.ac.in
Thank you!
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