Reflecting the author's own practical experience while sitting on both the public and private sector sides, this book aims to provide a guide to both the general policy principles and the associated funding issues that can cause the most problems in PPPs. negotiations. The dynamic spreadsheets used to create many of the tables in the book can be downloaded from www.yescombe.com.
1.1 INTRODUCTION
1.2 PUBLIC INFRASTRUCTURE AND THE PRIVATE SECTOR
Competitive provision of infrastructure may not be efficient, and a monopoly provision requires some form of public control. Indeed, it can be said that private provision of a large part of public infrastructure has been the historical norm until recently, but the definition of.
1.3 PUBLIC–PRIVATE PARTNERSHIPS
It can be difficult to attract private capital for these investments without some support from the public sector. Likewise, it was not generally until the 19th and 20th centuries that the state generally took over responsibility, mainly from religious or private charities, for providing much social infrastructure (for example, for schools and hospitals).
1.3.1 M EANING
A public-private partnership is therefore an alternative to the procurement of an instrument by the public sector ('public sector procurement') using funds from tax revenues or public borrowing. In a typical public procurement (known as 'design-bid-build'), the public authority determines.
1.3.3 T ERMINOLOGY
Operation and maintenance of the Facility is entirely handled by the Public Authority, and the contractor takes no responsibility for the long-term performance of the Facility after the (relatively short) construction warranty period has expired. It is then left to the private sector to design, finance, build and operate the Facility to meet these long-term output specifications.
1.4 DEVELOPMENT AND STRUCTURES
The toll reimburses the concessionaire for the costs of constructing and operating the facility, which usually returns to public sector control at the end of the concession period. Although the use of concessions to build new infrastructure faded in many countries after the 19th century as the role of the state expanded, franchises remained important, for example in the French water sector.
1.4.2 P OWER P URCHASE A GREEMENTS
The subcontractors have thus taken over many of the most important risks, e.g. in terms of the construction costs of the power plant and its operating costs (in addition to fuel costs).
1.4.3 BOO—BOT—BTO—DBFO
Turkey; this was also intended for the generation of electricity, but with the main difference that the customer (buyer) of the electricity would be a government agency, the state energy company, and that at the end of the contract the ownership of the power plant could transfer from the investors to the customer (usually at nominal or no cost) and therefore to the public sector. In developing countries, BOT, BTO and DBFO contracts provided a means for cash-strapped state-owned energy companies to finance investments in more efficient plants without relinquishing control over power generation (since the off-taker decides when to start up the power plant ). dispatched, i.e. put into use to generate electricity), its delivery to the consumer, or its cost to the consumer – in other words, the private sector provides the service on behalf of the public sector, but fully under the control of the public sector.
1.4.4 P ROJECT F INANCE FOR C ONCESSIONS
It was only a short step from the BOT model to the Build-Transfer-Operate (BTO) contract, where ownership is transferred to the Public Authority upon completion of construction and Design-Build-Finance-Operate. Contract (DBFO), under which the legal ownership of the facility remains with the Public Authority throughout the contract, with the private sector's interest in the project based solely on contractual rights to operate the facility and receive revenue from the recipient to do so this. , rather than ownership of physical assets.
1.4.5 T HE PFI M ODEL
Therefore, PPPs today are based on the 'rediscovery' of Concessions and the development of the PFI Model. It should be noted that in some countries only the PFI Model is called PPP, to distinguish it from a Concession.
1.5 PPPS AND PUBLIC INFRASTRUCTURE
Contract type Public sector Franchise Design-Build Build-Transfer- Build-Operate- Build-Own- purchasing (Affermage) Finance-Operate Operate (BTO)** Transfer (BOT)*** Operate (BOO). Construction Public sector(2) Public sector(2) Private sector Private sector Private sector Private sector Operation Public sector(3) Private sector Private sector Private sector Private sector Private sector Ownership(1) Public sector(4) Public sector Public sector Private sector during Private Sector Private Sector.
1.6 TYPES OF PPP
In other cases, such as the deployment of mobile telephone networks, there is little disagreement in most countries as to whether this is best done on a licensing basis to the private sector, i.e. on a privatized basis in a competitive market, in instead of through a PPP. There is likely to be an irreducible core of public sector activities to be delivered by the state, without any delegation to the private sector; Private armies were used in the Middle Ages, but they are unlikely to be found today (although the private sector may be in favor of that). - vide PPP-based accommodation, equipment and services to the armed forces).
1.6.1 U SAGE - BASED
1.6.3 E QUIPMENT , S YSTEMS OR N ETWORKS
1.6.4 P ROCESS P LANT
2.1 INTRODUCTION
2.2 NEW PUBLIC MANAGEMENT, PRIVATISATION AND PPPS
2.3 BUDGETARY BENEFIT
2.4 ADDITIONALITY
Similarly, it is generally clear that PPPs are indeed undertaken to complement other forms of public sector investment and not to replace them.
2.5 FINANCING COST AND RISK TRANSFER
2.6 RISK TRANSFER AND VALUE FOR MONEY
The risk transfer element in Vf M is also inextricably linked to the fact that projects generally cannot be taken off the public balance sheet, unless risk transfer to the private sector can be demonstrated (cf. §5.5). Public procurement of major projects can result in large construction cost overruns (cf. §5.2.3), whereas a public authority's payments for a PPP are contractual, and such overruns therefore should not (and generally do). not) occur.
2.6.2 U SAGE R ISK
In any case, turnkey construction contracts can also be used in public sector procurement to substantially eliminate cost overruns, provided that the government can effectively specify, negotiate and control these contracts (cf. §17.2). Although these risks can be transferred to the Project Company, their actual level, once the Facility is built, is often quite low (cf. §13.5).
2.6.5 R EALITY OF R ISK T RANSFER
The risks of operating cost overruns are generally transferred to the project company (cf. as explained below (§2.8), this 'whole life' approach to the construction and maintenance of the facility, which is essential to the PPP process, is one of the strongest arguments Vf M for public-private partnerships.
2.7 ECONOMIES OF SCALE
On the other hand, a large increase in demand for PPP construction work could create capacity constraints in the local construction sector, thus leading to a price increase, offsetting other benefits that could accrue from the PPP route.
2.8 WHOLE-LIFE COSTING AND MAINTENANCE
2.9 PRIVATE-SECTOR SKILLS
2.9.1 P ROJECT S ELECTION
Similarly, the size and complexity of PPP projects discourages smaller contractors from bidding, thus reducing competition, which can also affect the final cost. Similarly, a toll-funded road may be preferred to an unpaid alternative that has greater economic, environmental or other benefits (cf. 3.10), and 'non-competition' clauses in toll road concessions may prevent the development of the other public roads (cf.
2.9.2 P ROJECT M ANAGEMENT
For example, the risks in constructing and maintaining a new building are usually lower than those in renovating and maintaining an old building, so even if the latter approach may offer better VfM, it is less likely to approved through a PPP. , especially since construction companies that are the main bidders for PPP projects will be biased in favor of new construction.
2.9.4 E FFICIENCY
However, there is a danger that the ability to transfer certain types of risk and not others distorts the decision about how to proceed with a project. However, this argument is not without merit: it is clear that the combination of the PPP contract deductions and penalties for failure to perform, and control by investors and lenders over the Project Company, should ensure that management inefficiencies and other recoverable performance failures are detected and dealt with quickly, compared to public-sector procurement where such failures are more easily buried.
2.9.5 I NNOVATION
2.9.6 T HIRD -P ARTY R EVENUES
Such additional revenue can help reduce service costs and thus improve Vf M for the government agency.
2.9.7 C APITAL AT R ISK
2.9.8 T HIRD -P ARTY D UE D ILIGENCE
2.9.9 P RINCIPAL -A GENT P ROBLEM
2.10 PUBLIC-SECTOR REFORM
Operation and maintenance costs, even in a relatively simple accommodation PPP contract such as a school, can amount to 30% of the annual Service Fees, and up to 50% for a more complex building such as a hospital. These costs are all bundled together as part of the total cost of the PPP contract, and it is clearly inappropriate to compare them only to funding the initial capital costs for a public sector procured Facility.
2.10.2 P ROCUREMENT S KILLS
In this context, when comparing the costs of a PPP and government procurement, it is important to ensure that like is being compared with like. Although the costs may be transparent to the government, this does not necessarily mean that they are also transparent to the general public.
2.10.3 M ANAGEMENT
However, the loss of day-to-day control over the management of public services raises its own problems, as the ultimate responsibility for these services still lies with the government. The flexibility issues discussed below also affect the government's ability to manage service delivery.
2.10.4 ‘C ONTESTABILITY ’
2.11 COMPLEXITY
2.12 FLEXIBILITY
Conversely, projects where the public body cannot clearly define and adhere to its long-term requirements or where technology changes rapidly are not suitable for public-private partnerships. However, one must be aware that if the public sector builds a facility, this too represents a long-term commitment, even if it is buried in government accounting.
2.13 PPPS AND POLITICS
It can also be argued that a PPP erodes the working conditions of public sector workers in cases where this work – for example in cleaning and catering – is taken over as part of the PPP. PPPs can also be disadvantaged by their greater transparency (e.g. the costs of a PPP, including long-term operations, can be wrongly compared with the initial capital costs for government procurement alone.
3.1 INTRODUCTION
3.2 DEVELOPING PPP PROGRAMMES
Because PPPs require a much wider range of skills than those used in direct public sector procurement, and these skills tend to be in short supply. The reason for this is again the centralization and preservation of expertise in the public sector.
3.3 LEGAL FRAMEWORK
In general, PPP units supplement rather than replace the public authority's external professional advisers (cf. §6.7). Thus, no more than a general overview legislation or a standard contract form can be drawn up for sector-specific matters such as the Service Fee mechanism, including service requirements (cf. Chapter 13).
3.4 UNITED KINGDOM
Concession or PFI model, and if the latter, the nature of the risk transfer) and the sector in which the Project Company operates (the requirements for a road are quite different from those for a school). However, if the pipeline of PPP projects is long enough, it is useful to draw up sector-specific contract standard forms that cover such matters.
3.4.1 H ISTORY
Suggestions have been made that PUK has a conflict of interest as it has private sector shareholders but is only supposed to act on behalf of the public sector. The argument for separation and semi-privatisation of the center of expertise is that it can make it easier to recruit staff from a private sector background.
3.4.2 G ROWTH OF THE PFI P ROGRAMME
The concept of a center of excellence on PPPs for the benefit of the public sector as a whole has been widely used elsewhere in the world, as discussed above, but this center has usually been a public body rather than partly privatized as in the UK. Another notable feature of the UK PFI program is that the earliest projects used the concession model, but this has now completely disappeared.
3.4.3 C URRENT P OLICY
A large proportion of PFI projects are actually implemented by local authorities (municipalities, provinces, etc.), but the majority of service charge financing is provided by central government. Given the constraints on government spending, it is highly unlikely that most projects built under PFI would have been built otherwise.
3.5 UNITED STATES
The first major private project under TIFIA, California's SR-125, ran into serious construction delays due to scheduling problems. Concessions are likely to form a large part of the Trans-Texas Corridor, a new road and rail network estimated to cost up to US$180 billion and potentially the world's largest PPP program; in 2005, the state signed a development agreement with private sector investors for TTC-35, covering about 600 miles from Dallas/Fort Worth to the Mexican border, and in 2006, an agreement was reached to build the state's first privately financed highway, the SH - 130 near Austin, at a cost of $1.3 billion.
3.6 AUSTRALIA
There is little central coordination for PPPs as the Commonwealth only covers defense (where some PPPs are planned) and foreign affairs, so Victoria launched a National PPP Forum in 2004, 'to reduce the costs of the bid, increase the level of consistency across jurisdictions and to share lessons learned to enhance skills and knowledge in the public sector', with membership from all states and the Commonwealth Government. As of 2006, approximately A$10 billion of other PPP projects were in the pipeline for Australia as a whole.
3.7 FRANCE
Australian toll roads are typically urban highways with a high cost of construction and sophisticated operation, and the scale of this program has been such that it has formed a base from which Australian investors have been able to play an active role in the development of later toll roads anywhere in the world, e.g. in the United States. Partnerships Victoria has produced a comprehensive set of guidance documents for PPPs (see Bibliography), which have largely been adopted as a standard by other states.
3.8 KOREA
3.8.1 B ACKGROUND
PPI projects now account for around 15% of total SOC investment, a percentage which has increased over the past few years. Debt financing of PPI projects was initially from a combination of the state-owned Korea Development Bank and foreign banks (for larger projects, where sufficient financing.
3.9 SPAIN
There has been criticism of some aspects of the PPI program – notably a lack of competition in a market dominated by the Big 5 Korean construction companies, and bid evaluation criteria that concentrate too much on a "public work" e.g. great emphasis on how the facility is to be built. It also appears that the MRG encouraged projects to be built without adequate analysis of use risks (cf.
3.10 SOUTH AFRICA
Several of these turned out to be financially unsustainable and were bought by the state, while others lasted the entire concession period (usually 30 years) and have now returned to the public sector. Spanish public-private partnerships are dominated by large construction contractors, and financial investors (cf. §7.2.1) do not play a significant role in the Spanish market, apart from domestic banks that are closely linked to the contractors.
4.1 INTRODUCTION
4.2 NET PRESENT VALUE/DISCOUNTED CASH FLOW
The cash flow for each annual period is discounted to its NPV at 10% p.a. Year 0 is the first day of the project when the investment is made (the investment appears as a negative number in the cash flow); the remaining cash flows are received at annual intervals thereafter. If the same cash flows are discounted at 5% p.a., the NPV of investment A is 184 and investment B is 154: so a change in the hurdle rate does not affect the decision that investment A is the best, but it also clearly changes investment B from a questionable investment to an attractive investment.
4.3 INTERNAL RATE OF RETURN
Clearly, although the undiscounted cash flows produce the same net income over the five-year period, the NPV of investment A is 49 (that is, the discounted cash flows from years 1 through 5 of 1049, minus the original investment of 1000). while that of Investment B is –2. These differences in DCF calculations illustrate the importance to investors of the timing of cash flows.
4.4 PROBLEMS WITH DCF AND IRR CALCULATIONS
Again, a minimum IRR can be used as a hurdle rate, so if the investor has an IRR hurdle rate of, for example, 12%, Investment A will be acceptable, but Investment B will not.
4.4.1 NPV AND D IFFERENT -S IZED P ROJECTS
To better compare these investments, the NPV comparison can be extended with a cost-benefit analysis, as shown in the second half of Table 4.3. The approach here is that any project with a cost-benefit ratio above 1 is a reasonable project, but the project with the highest cost-benefit ratio is the one to choose.
4.4.2 IRR AND P OSITIVE /N EGATIVE C ASH F LOWS
The effect of an IRR calculation can be clearly seen in Table 4.5: it overestimates the early cash flow - the longer the cash flow period, the more the IRR is exaggerated by using a high reinvestment rate - and conversely underestimates the cash flows further into the future. The MIRR calculation assumes a lower reinvestment rate (eg, the investor's cost of capital, as assumed for the discount rate in a DCF calculation, rather than the IRR rate) for the money received from the project.
4.4.4 IRR AND D IFFERENT P ROJECT L IVES
The payback period for investment E in the table above is 3-4 years and for investment F a full 5 years.
4.4.5 S INGLE D ISCOUNT R ATE
4.5 USES IN PPP S
4.5.1 B Y THE P UBLIC S ECTOR
4.5.3 I N PPP C ONTRACTS
5.1 INTRODUCTION
5.2 ECONOMIC JUSTIFICATION
State aid' (apart from certain specific exceptions, such as aid to underdeveloped regions or to promote a major project of common European interest). The general conclusion, which illustrates the principle that the public must pay for externalities, was that.
5.2.2 C OST –B ENEFIT A NALYSIS
The NPV of these figures is calculated using the Public Sector Discount Rate ('PSDR'), discussed below. There is another problem with using DCF calculations to make public sector investment decisions – the effect of discounting costs far into the future (eg nuclear decommissioning costs or land repurchase costs).
5.2.3 P UBLIC -S ECTOR D ISCOUNT R ATE
Studies were carried out in the UK in 2002 and 2004 (see bibliography) to try to establish a reasonable amount of 'optimism bias' as a basis for risk-adjusting the predicted outcomes of public sector projects - ie. the risk that the public sector is usually over - optimistic about the results, so e.g. there are significant cost overruns compared to original projections (cf. This can be contrasted with the 'financial rate of return' (FIRR), i.e. the direct cash flow return from the project .
5.3 VALUE FOR MONEY AND THE PUBLIC-SECTOR COMPARATOR
When calculating ERR, an investment must pass an IRR hurdle rate similar to the PSDR to be eligible. But again, as seen above, the IRR calculation has flaws in this regard – in particular, underestimating the long-term benefits received.
5.3.2 D ISCOUNT R ATE
Because risks are transferred to the private sector under PPP, PPP costs will increase to compensate for this. Correspondingly, if there is room for the private sector's innovation, which should be an advantage of a PPP (cf. §2.9), this can per definition not predicted in advance and included in the public authority's initial evaluation comparing the PPP to the PSC.
5.3.3 R ISK -T RANSFER A DJUSTMENTS
The process can be carried out in reverse to determine the value of risks retained by the Public Authority, but this is generally less important as the same risks are likely to be retained by the Public Authority under an OPP, and so the result be the same for any route. Another area of risk transfer in the reverse direction, namely that of the inherent lack of flexibility in a PPP leading to increased costs for the Public Authority (cf. §2.12), is rarely taken into account in a PSC .
The PSC should be based on a range of outcomes that vary with the probabilities of the risks, rather than one simple NPV amount for the risk transfer - there will be no 'right'. The NPV of the Service Fees will usually be higher than the NPV of the cost of public sector procurement due to the higher cost of financing.
5.4 AFFORDABILITY
As with the PSC, a public authority must consider whether it is better to let tenderers know what the price limit is from the outset, so that unrealistic bids are not made, but with the risk that tenderers instead treat this as a target price. to give the best offer.
5.5 BALANCE-SHEET TREATMENT
5.5.1 C ONCESSIONS
Eurostat takes a 'form over substance' approach when considering the 50% rule, so it is possible for a government to manage different parts of a system (eg a railway line and its trains) through different private sector companies (one for the railway and one for the trains) such that on a consolidated basis the subsidy exceeds 50%, but not when considered company by company.
5.5.2 PFI M ODEL —F INANCE L EASES AND O PERATING L EASES
5.5.3 T HE PFI M ODEL —T HE E UROSTAT A PPROACH
5.5.4 T HE PFI M ODEL —T HE B RITISH A PPROACH
If so, the capital element would be on the public sector balance sheet (unless there is a significant residual risk transfer (cf. §15.11)). If the answer to any of these questions is "yes", the project will probably be on the public sector balance sheet.
6.1 INTRODUCTION
6.2 PROJECT MANAGEMENT
6.2.1 P ROJECT T EAM AND G OVERNANCE
As discussed below (§6.7), external consultants will provide support but should not be placed in the position of leading the project due to a vacuum within the government project team. The project director will likely report to an ad hoc project board or steering committee, which may include senior government agency officials, and possibly politicians, depending on the overall organization of the government agency.
6.2.2 P ROJECT R EVIEW
One of the most frequent criticisms of public-sector procurement of PPPs is a lack of clarity about the decision-making chain: it is of course important that the project director has authority to negotiate matters of detail with the private sector side of the table, rather than to constantly refer back to the project board, although the final PPP contract is likely to require formal approval from the Public Authority's political masters, and perhaps other government departments as well. The project director will have to ensure that political support for the PPP is not lost (cf. part of this role is likely to involve liaising with 'stakeholders', i.e. potential users of the Facility such as parents and teachers in a new school.
6.3 PROCUREMENT PROCEDURES
Further detailed and often lengthy negotiations then take place with the Preferred Bidder before the PPP contract is finally awarded. Under this procedure, after prequalification, the government agency discusses the form of the PPP contract and the technical specifications of the project with the prequalified bidders.
6.3.4 T ENDER D OCUMENTS
In parallel, as explained above (cf. §6.2.1), stakeholders must be fully involved. On the other hand, the confidentiality of the provider must be respected, for example, where there may be several different solutions for the implementation of the project.
6.3.7 C OMMERCIAL V IABILITY
However, the overall financial plan for the project should be considered (cf. §6.5.3), and bids should be submitted using common financial assumptions where appropriate (eg for base interest rates and inflation rates - see Chapter 11). . Similarly, the detailed feasibility of construction and operation arrangements, including subcontracting, should be reviewed (cf. §6.5.2).
6.3.8 P OST -B ID N EGOTIATION
6.4 OTHER PROCUREMENT ISSUES
6.4.1 F UNDING C OMMITMENTS
6.4.4 B ONDING
6.4.6 C HALLENGES
However, the incentive for competitive bidding is still less than ideal in such cases, and therefore unsolicited proposals must be treated with great caution. Under the Korean PPI Law, unsolicited proposals can only concern concessions, not PFI model projects, presumably on the grounds that the latter will not require any direct public funding.
6.5 DUE DILIGENCE
6.5.1 P ROJECT D ESIGN
The Public Authority may wish to be able to take over the Subcontracts if it steps in to take control of the Facility or the PPP contract is terminated for non-payment by the Project Company (cf. if so, such provisions will need to be 'hedged' , although they will have to take second place to the lenders' security interests, but this does not imply that the Public Authority must 'sign off' these Subcontracts and therefore take the risk of any incompatibility between them and the PPP contract requirements.
6.5.3 F INANCING
In addition, the Public Authority will have to ensure that in cases where the provisions of the subcontracts may have a direct effect on its obligations (eg by participating in payments for the termination of the PPP contract - cf. §15.9) These are acceptable and also cannot be changed without the consent of the Public Authority.
6.5.4 F INANCIAL C LOSE
The terms of the financial close are often circular in nature - e.g. the PPP agreement does not come into effect until the funds are available for drawdown, and the funding is not available until the PPP agreement comes into force - and thus financial closure is a simultaneous act. which includes all parties in the PPP project structure. There may also be an interim 'commercial close' (also known as 'contractual close') when project contracts have been signed but are still subject to the completion of financing or the fulfillment of other conditions of financial close, which is often what politicians can say is done.
6.6 CONTRACT MANAGEMENT
By ticking off conditions precedent before signing the financing documentation also ensures that there are no unexpected surprises, e.g. of issues raised by borrowers after the loan is signed.
6.6.1 P ROJECT D ESIGN
Subcontractor): It is not in the interest of the public authority that the project company develops a design that does not provide the service required under the PPP contract. Therefore, it is usual to include a right to reasonable approval by the public authority of replacement subcontractors based on such technical and economic criteria.
6.6.4 F INANCING
6.6.5 I NTERIM S ERVICES
6.6.6 A CCEPTANCE
6.6.7 O PERATION P HASE
6.6.8 H AND -B ACK
6.7 EXTERNAL ADVISERS
Consultants should not be allowed to learn about PPPs at the expense of the public authority. In all these cases, a payment method for services must be agreed which keeps the public authority's development costs under control (§6.7.5).
6.7.1 F INANCIAL A DVISER
-Sector consulting is also inherently less attractive because the public sector tends to pay less and there are fewer repeaters than from private bidders who operate worldwide PPP business. This means that there can be a lack of financial creativity in the advice given to the public, and also that the 'firepower' of financial advice on the public side of the table can be a rather poor match for the support offered by lenders. the bidders.
6.7.2 L EGAL A DVISER
As a result of the relative lack of competition in this area, some project management firms, whose normal role is discussed below, have added financial advice to their overall service, either by subcontracting this work to smaller advice shops or by recruiting their own staff for this purpose . The competition for legal advice to the public sector on a PPP is probably greater than for financial advice, and although law firms also work on a pyramid structure, this is less wide at the bottom than accountants.
6.7.3 T ECHNICAL A DVISER
The appointment of a Checker should not relieve the project company of its own obligations under the PPP contract to meet the output specifications.
6.7.4 I NSURANCE A DVISER
6.7.5 A DVISORY C OSTS
7.1 INTRODUCTION
7.2 THE INVESTMENT POOL
7.2.1 S PONSORS AND O THER P RIMARY I NVESTORS
Do the sponsors have the financial ability (but not the obligation) to support the Project Company if it runs into difficulties. Do the sponsors have arm's length contractual agreements with the project company (where they act as subcontractors, e.g. for construction of the facility).
7.2.2 S ECONDARY I NVESTORS
Also from a public sector perspective, although there is some security in committed long-term project ownership, liquidity in primary investments will tend to increase their value and thus lower investment costs in the future (although there are anomalies in this regard in the PPP market – see §7.3 .2). Furthermore, it is very difficult in practice to limit transfers of beneficial ownership, even if the legal title of the shares is retained by the original sponsors (cf. §16.5).
7.3 THE INVESTMENT DECISION
7.3.1 C OST OF C APITAL
An alternative measure of the cost of capital for PPP projects is the Project IRR. The Project IRR for a PPP Project Company is not the same as its WACC because WACC is a snapshot at the beginning of the project (assuming it continues indefinitely in the same steady state), while Project IRR is based on a projection over the project life (thus allowing for the change of leverage and the finite nature of the project).
7.3.2 E QUITY IRR
Moreover, these returns do not take into account possible benefits from debt refinancing (cf. Thus the requirements of the primary equity fund can be met by allowing the sale of its investment after the end of the Facility (cf. §16.5).
7.3.3 S HAREHOLDER E QUITY AND S UBORDINATED D EBT
Mixed equity IRR calculations are typically performed using the project company's cash flows paid out to investors. The sooner the investment is paid off—assuming that the remaining cash flow from the project does not change—the lower the investor's equity IRR.
7.4 BIDDING AND PROJECT DEVELOPMENT
7.5 JOINT-VENTURE ISSUES
7.6 THE PROJECT COMPANY
7.6.1 S TRUCTURE
It ensures that there is no complaint to the sponsors by isolating the project in a separate legal entity. It also ensures that the business of the project company is not affected by problems with unrelated companies.
7.6.2 S HAREHOLDER A GREEMENT
Some of these provisions may be included in the Project Company's articles of incorporation rather than a separate Shareholders' Agreement. Project management after Financial Close may be undertaken by a combination of the Project Company's own staff and Subcontractors.
7.7 EXTERNAL ADVISERS
For a concession or PFI model project involving utilization risk, market risk consultants are required, e.g. traffic advisors (cf. §14.8.1). Accountants are often hired to advise on the accounting and tax aspects of the project (cf. §10.8), both for the project company itself and for the sponsors.
8.1 INTRODUCTION
8.2 DEVELOPMENT OF PROJECT FINANCE
8.3 FEATURES OF PROJECT FINANCE
Project financing debt has taken Project Company's net operating cash flow first—. Therefore, investors' returns are at a higher risk because they depend more on the success of the project - therefore investors' returns are higher than those of lenders.
8.4 THE PROJECT-FINANCE MARKET
Nevertheless, the year-on-year data gives a fair picture of the general trends in the project financing market. As can be seen, the most important areas of growth in recent years have been in Europe and the Middle East - the latter is mainly a result of the boom in oil, gas and petrochemical products, but public-private partnerships have played an important role in the growth of the European project finance market.
8.4.2 P ROJECT F INANCE AND S TRUCTURED F INANCE
It is also worth noting that project finance to developing countries is highly concentrated in the power, natural resources and telecommunications areas, rather than infrastructure of a PPP nature—i.e. The main difference from project finance is that the latter is based on a projection of cash flows from a project that has yet to be established.
8.5 WHY USE PROJECT FINANCE FOR PPPS?
This aspect of the project financing structure also facilitates the inclusion of a public authority as a shareholder in the case of a joint public-private partnership. The higher leverage inherent in the project financing structure helps ensure the lowest costs for the public body.
9.1 INTRODUCTION
9.2 THE RÔLE OF THE FINANCIAL ADVISER
The terms of the financial advisor's assignment are set out in an advisory agreement, usually signed with the Sponsors. The sponsors can transfer the consultancy agreement to the project company in the final stages of the project development process.
9.3 COMMERCIAL BANKS
These financial advisory services can be essential to the successful development of the project, but they are necessarily expensive (costing about 1% of the capital for an average-sized project). Costs can be reduced by using smaller consulting boutiques or individual consultants, but less experienced Sponsors may feel uneasy about using a "big name."
9.3.1 M AJOR P ROJECT -F INANCE B ANKS
Most international commercial banks have specialized departments that work on putting together project finance agreements. It must be said that banks do not always have consistent policies towards project finance business.
9.3.2 L EAD A RRANGERS AND F INANCIAL A DVISERS
An alternative approach is to agree with a bank at an early stage of the project development process that it will act as a financial advisor and lead organizer. This should reduce the cost of the combined financial advice and bank underwriting fees, and also ensure that the advice given is based on what the bank itself is willing to do, and therefore that the project should be bankable.
9.3.3 C OMMITMENT L ETTERS AND L ETTERS OF I NTENT
However, it may be a fair price to pay for the savings in advisory fees, greater efficiency in the process and greater certainty of obtaining funding that this method provides. They are often used by banks to ensure that they keep their foot in the door of the project, and therefore should not be interpreted too strongly.
This due diligence process can cause slow and frustrating progress for a PPP project, especially if it results in lenders becoming involved – directly or indirectly – in negotiating the project contracts (cf. §6.3.8), but it is a unavoidable aspect of raising project finance debt. Any changes to the Project Contracts that are good for the Sponsors are generally also good for the lenders. That is why the banks are often called in by Sponsors to improve their commercial position in possible negotiations with the government.
9.3.6 S YNDICATION
The Sponsors and the Project Company are actively involved in the production of the information memorandum, which is normally subject to their approval and confirmation of its accuracy; The Public Authority can also review the draft. Participating banks may also transfer part or all of their loans to other banks at any time during the life of the loan.
9.3.7 A GENCY O PERATION
The Public Authority should not control either the syndication process or subsequent transfers from banks to other lenders, as a change in lender should not have an effect on the services provided under the PPP contract (unless, for example, the inclusion of some classes of lenders such as lending banks from other countries, raises issues such as withholding tax on interest payments). Any such restriction will reduce the liquidity of bank credit, which has an associated cost.
9.4 BOND ISSUES
After receiving the rating, the investment bank prepares a preliminary bond prospectus that covers similar ground to an information memorandum for a banking syndicate (cf. §9.3.6), albeit with less detail. The work done by the investment bank and the rating agency reduces the need for due diligence by bond investors—provided the bond's rating fits the bond investor's maximum risk profile, such investors may simply decide to buy it that without having to do a lot of work.
9.4.2 B OND P LACEMENT
The project finance bond market is based on Rule 144a, adopted by the Securities and Exchange Commission ('SEC') in 1990. It is also worth noting that a large portion of the project finance bonds issued in the U.S.
9.4.4 M ONOLINE I NSURANCE
In Europe, the UK (£ sterling) market is the most important for project finance bonds, with PFI projects using most of the market capacity, both in public and private placements. A significant proportion of PPP project bond financing in the UK is on a wrapped basis - all the 2005 wrapped bonds related to PFI projects, except for one large U.S.
9.5 BANK LOANS v. BONDS
The wrapping fee can be around 0.3% p.a. compared to a bank credit margin of over twice this figure (cf. suggesting that one of the two must have made a mistake in pricing. This carries little risk for the public authority given the dual security of monoline insurer and the underlying project, but further reduces the cost of financing and thus the level of service fees.
9.6 MEZZANINE DEBT
Conversely, the greater flexibility of bank loans tends to make them more suitable for the construction and early operation phases of a project, projects where changes in government requirements are likely to occur, more complex projects or projects in more difficult environments. markets. However, the distinction between the two is blurring as mutual funds and some other categories of non-bank investors can purchase both bank loans and bonds.
10.1 INTRODUCTION
10.2 THE FINANCIAL MODEL
Alternatively, there is some merit for the Public Authority to provide a model financial model to be used, with appropriate adaptation, by all bidders, to make it easier to compare bids. 15.6) should be measured against the outcome in the PPP contract that both parties initially agreed was reasonable.
10.3 MODEL INPUTS AND OUTPUTS
10.3.2 C APITAL E XPENDITURE
The main initial costs may be the payment of the insurance premium for the first phase of operation (as these premiums are normally paid annually in advance). This means that several iterations of the calculations are required to obtain the correct balance between debt and equity.
10.3.3 O PERATING AND M AINTENANCE C OSTS
10.3.4 R EVENUES
10.3.5 M ODEL O UTPUTS
In summary, the sensitivities look at the financial effect of the commercial and financial risk aspects of the project that do not work out as originally expected. This calculation of several different adverse events occurring simultaneously is also called 'scenario analysis' (cf. §14.2).
10.3.7 M ODEL A UDIT
The financial model must also be flexible enough to allow both investors and lenders to calculate a set of 'sensitivities' (also called 'cases') that show the effects of variations in key input assumptions. Lenders also typically conduct a “combined adverse case” to check the effects of several adverse events occurring simultaneously (e.g.
10.4 FINANCING COSTS
10.4.1 C REDIT M ARGIN
The Project Company also takes the risk, where the bank's funding is on a short-term floating rate basis, that the banks will not be able to pass on their funding due to market disruption – this could mean the market changes. - the basis of the interest price, or if the banks cannot finance at all, the prepayment of the loan. These provisions are not specific to the project finance market, but should only be increased to cover the affected banks, not all syndicates.
10.4.3 F EES
The cost of their loans will have to be increased to maintain their return on capital. In the minority of cases where loans are made from outside the Project Company's country, lenders may not be able to offset withholding tax on interest payments from the Project Company against their other tax liabilities—but other than such cases, lenders should not be able to levy any of their tax obligations on the Project Company.
10.4.4 C OMMITMENT F EES
If the arranging bank also acts as a financial advisor, this can increase fees by approximately 0.5%, although this is not always the case.
10.4.5 A GENCY F EES
10.4.6 B ONDS AND O THER F IXED -R ATE F INANCE
As with bank loans, other due diligence costs, including appraisal agency costs, are paid by the Project Company. Ideally, monolines like to charge their entire fare as an upfront payment, ie. The NPV of the future stream of fee payments, but it is clearly preferable that they are paid over time as the bank loan margin and again competition. it must be ensured that this is the case.
10.5 DEBT PROFILE
Fees for financial advice are comparable to those for bank loans – in fact, at the start of the financial advice process it may not be clear whether bank or bond financing is the best option, so the financial adviser will need to consider both as part of the advisory work. Given the very limited level of risk involved in underwriting bonds - as seen above, bonds are not underwritten until the underwriter is already confident they can be sold, as the sale occurs very soon after underwriting - there is no reason for commissions above 0.5 % of the bond amount.
10.5.1 D EBT T ERM
In some markets there are indeed fee cartels which tend to keep fees relatively high and charge the same percentage fee regardless of the size of the bond issue, but generally competition erodes this approach. If the bond is covered by monoline insurance, the insurance company's fee (technically an insurance premium) is typically around half of what the banks charge as credit margin (cf. §9.4.4).
10.5.2 R EPAYMENT P ROFILE
10.5.3 A VERAGE L IFE
10.5.6 B ALLOON R EPAYMENTS
In fact, from the point of view of long-term flexibility of PPP contracts, there is merit in a greater use of mini-perms, reflecting the reality that loans are often refinanced anyway (cf. §16.4), although only viable is where banks are happy that there is no significant refinancing risk and the project can accommodate the risk of higher market interest rates at the time of the refinancing. This is easier if the initial leverage is in the 70-80% range rather than 90%, and also if there is a significant tail at the end of the PPP contract, giving extra wiggle room - implying that a mini -perm is easier for a Concession model PPP where these conditions are more likely to apply.
10.5.7 C ASH S WEEP
About 85% of project financing in the United States in 2000 was structured as 3-5 year mini-perms. Mini-perms 7–9 years (from signing) are commonly used for financing road concessions in Spain.
10.5.8 D EBT A CCRETION
10.5.9 C ONTINGENT F UNDING
10.6 COVER RATIOS
The short-term liquidity of the project company is ensured by the creation of reserve accounts. Thus, the amount of debt that a project company can raise (and thus the division of financing between debt and equity, i.e. leverage) is primarily determined by its projected ability to pay debt service with a comfortable margin of safety; this margin is, of course, equal to the distribution to investors.
10.6.1 C ASH F LOW A VAILABLE FOR D EBT S ERVICE (CADS)
A leverage ratio is based on the assumption that the borrowing company's assets will be worth at least part of their book value if the company is liquidated. Therefore, the leverage ratio is an indication of the margin of safety for lenders, as it is the excess of liabilities, excluding equity, over assets; However, as discussed above, such a residual value cannot be assumed for the physical assets of a project company as its value is primarily based on the project contracts (particularly in PPP contracts, the Loan-Life Cover Ratio is in fact a form of loan agreement) . in the context of project financing. During the construction phase, a debt-to-equity ratio may need to be used to keep the sponsors' and banks' exposures parallel, for example when the sponsor's equity is prorated with the bank. debt withdrawals, or at the end of the construction phase (cf.
10.6.2 A NNUAL D EBT -S ERVICE C OVER R ATIO
In the PPP sector, the highest risk category of projects is that which involves utilization risk, for which a minimum ADSCR in the range of 1.5-2.0x may be required, depending on the level of perceived risk (or security of cash flows ). The lowest risk category is that of accommodation projects, where the minimum ADSCR can be in the range of 1.15-1.20x.
10.6.3 L OAN -L IFE C OVER R ATIO
10.6.4 P ROJECT -L IFE C OVER R ATIO
10.6.5 C OVER -R ATIO C ALCULATIONS
The problem here is that the debt service is not on an annuity basis, and switching to this makes a fundamental difference to the results. As shown in Table 10.4, if the same assumptions are used but the loan is repaid on a level annuity basis, the CADS can be reduced to 88, while the lenders get a regular ADSCR of 1.20x and investors' equity is preserved. IRR of 15%.
10.6.6 O THER I SSUES WITH C OVER -R ATIO C ALCULATIONS
However, it is clear that even if the government were not obliged to maintain service charges at a level (cf. bidders would in any case always try to use an annuity payment structure for the debt rather than paying off the principal, in order to bid the most competitive level of service charges.
10.7 RELATIONSHIP BETWEEN COVER RATIO, LEVERAGE AND EQUITY RETURN
So it can be seen that the combination of coverage ratio and leverage effectively dictates investors' returns. Note that the cost of debt is slightly lower due to the high coverage ratio (1.57x) now offered to lenders.
10.8 ACCOUNTING AND TAXATION ISSUES
6% to 5.8%, showing that reducing the coverage ratio is an alternative to reducing the cost of debt.). This would increase annual debt service and equity return payments, but does not actually lead to a lower level of service charges, as these must be maintained at the previous figure of 84 p.a. to provide the lenders coverage ratio.
Depreciation can be increased in the first years of the project by accelerating the tax depreciation. The difference between the two is taken directly to (or later deducted from) a tax reserve on the liability side of the balance sheet.
If the project company were to charge project costs after they were incurred, the result would be a large loss in the construction phase of the project, followed by large profits in the operation phase. Alternatively, the project company's investment in the project can be treated as a financial claim under the PPP contract, and depreciated to produce a level income over the life of the PPP contract (a system known as 'contract debtor' which accounts in the United Kingdom).
10.9 RECOURSE TO THE SPONSORS
The nature of a project financing structure makes conducting detailed due diligence much easier as everything required to do so is isolated within the Project Company. Although Sponsors in principle do not provide loan guarantees to the Project Company's lenders, limited guarantees may sometimes be provided to lenders to cover a risk that proves to be unacceptable.
11.1 INTRODUCTION
11.2 INTEREST-RATE RISK
The simplest (and cheapest) way to hedge the risk would be to adjust the Service Fees for movements in the floating interest rate on the Project Company's debt. The effect of such a payment structure is that part of the Service Fees must be allocated specifically to the Project Company's debt service—this Separability will likely result in the debt being in the public budget (cf. §5.5.4).
11.2.2 I NTEREST -R ATE S WAPS
Public Private Partnerships as this is likely to cause balance sheet problems for the public body with PFI model projects. So this means that the project company will probably have to hedge against the risk instead.
11.2.3 I NTEREST -R ATE S WAP B REAKAGE R ISK AND C OST
As you can see, the Project Company has converted its floating rate interest payments into the equivalent of a fixed rate of 6%, and the swap provider has done the opposite. If the swap provider assumes that the maximum likely level of breakage risk is, for example, 10% of the initial notional principal amount, and the credit margin on the loan to the project company is, for example, 1%, then the credit premium added to the swap rate should be 10% of 1% amounts (i.e. 0.10% per year).
11.2.5 ISDA D OCUMENTATION
The way the market deals with this is to quote a weighted average interest rate for a series of swaps covering each repayment date (known as an 'amortizing swap'), and so on the schedule in Table 11.4 the swap provider will quote a weighted interest rate for the swap based on the rates for 48 of nominal principal repaid after 6 months, 37 after 1 year, 33 after 18 months, and so on. The swap listing must also take into account that the notional principal may not be drawn at once; most projects have a draw period of 2-3 years or so during construction, so swap rates are offered in advance for an increasing nominal principal amount during the construction/underwriting period (this is known as an 'accreting swap').
It eats away at the benefit of a refinancing (cf. 16.4), unless the original swap provider also arranges the refinancing. However, this also means that the original swap provider continues to receive the original credit premium (although the risk is now the new lender, not the Project Company), while an additional credit premium will be charged by the new swap provider.
11.2.7 S CALE AND T IMING OF I NTEREST -R ATE H EDGING
This leaves the syndicate banks (or lead arranger(s)) without competition and therefore the project company may not get the best prices for the swap. A structure that gives Projektselskabet access to the best market interest rates is that one or more of the banks in the lending syndicate act as 'fronting bank'.
11.2.9 R OLL -O VER R ISK
Although it would not be fair to say that the pricing of such a mixed exchange, which is done under time pressure at Financial Close, is a complete 'black box', it is difficult for the Project Company to check that the most competitive price was obtained from his lender. The Project Company goes to the swap market for quotes, based on the swap provider entering into a swap transaction with the front bank; the Project Company then engages in an identical 'back-to-back' exchange with the front bench.
