Project Finance

EPC CONTRACTS AND OFF-TAKER AGREEMENTS
It is important to have the contracts in place for the contractors ready to take on the project construction phase. These can be an assortment of contracts for Engineering, Procurement, and Construction necessary for the project to be production ready or operational. We help formulate contract strategy and then draft the contracts on behalf of our clients keeping in view costs, quality, and legal aspects.
We also assist our clients enter off-taker agreements such as concessions, power purchase agreements, supply contracts, etc. These off-taker agreements are the backbone of any planned project and are instrumental in securing investor funds for any project.

FINANCIAL MODEL
A vibrant, bankable financial model is the heart of every project. The task of building an abstract representation (a mathematical model designed to represent the performance of any project) of a real world financial situation is a job cut out for the specialists and experts. Applications of a financial model include:

1. Business valuation, especially discounted cash flow, but including other valuation approaches
2. Scenario planning and management decision making
3. Capital budgeting, including cost of capital (i.e. weighted average cost of capital or WACC) calculations
4. Financial statement analysis / ratio analysis (including of operating- and finance leases, and R&D)
5. Project finance modeling
6. Cash flow forecasting and ALM-related
7. Credit decisioning: Credit analysis and Consumer credit risk;  impairment- and provision-modelling
8. Working capital- and treasury management
9. Management accounting: Activity-based costing, Profitability analysis, Cost analysis

The project’s finance team can’t be agile with a manual, error-prone and fragmented financial planning and analysis (FP&A) process. To ensure real time reaction and financial decision making, we provide the ability to synthesize information from all data sources, uncover trends and deliver insights faster than ever. We help accelerate your FP&A by automating data collection, aggregation and validation. We help align operational tactics with financial plans to understand what’s truly going to drive a project and to steer project performance. Our expert project support services team, with its access to cutting edge technology, provides dynamic solution to devise financial models that takes care of every financial aspect of any project. This is a highly technical and analytical work involving financial analysts, economists, accountants, engineers, and legal & taxation experts.​

PROJECT RISK IDENTIFICATION, ANALYSIS, MITIGATION, AND ALLOCATION
The golden rule of project finance is one of risk mitigation: the deal structure must allocate risks that could affect the project’s cash flow or assets to a creditworthy party with the ability to mitigate that risk. Much of the tension in negotiating a project financing will derive from each participant’s efforts to shift various risks to others while retaining the particular benefits that the participant seeks from the transaction. We assist our clients with arriving at a comprehensive risk management strategy. The core of Project Finance is the analysis of project risks, namely construction risk, operating risk, market risk, regulatory risk, insurance risk, and currency risk. There are risks related to the pre-completion phase such as activity planning risk, technological risk, and construction risk or completion risk. Then there are risks related to the post-completion phase such as supply risk, operating risk, and demand risk.  And then there are risks related to both phases such as interest rate risk, exchange risk, inflation risk, environmental risk, regulatory risk, political risk, country risk, legal risk, and credit risk or counterparty risk. These risks are allocated contractually to the parties best able to manage them. The process of risk management is usually based on the following interrelated steps:

1. risk identification;
2. risk analysis;
3. risk transfer and allocation;
4. residual risk management;

Essential to structuring a project finance package are the crucial elements of successful identification, analysis, mitigation and allocation of project risks. These risks are related to events that could endanger the project during development, construction and operation.
During the development stage the main risk is rejection by the host government or by the financiers – for reasons including commercial weakness, failure to obtain licenses, permissions and clearance. Sponsors can hedge their risks by obtaining technical assistance grants for project preparation and planning.
During the construction stage the main risk is failure to complete the project with acceptable performance levels and within an acceptable time frame and budget. Sponsors can hedge construction risks by purchasing various forms of insurance and obtaining guarantees from contractors with regard to costs, completion schedule and operational performance.
After construction, the main risk is ongoing operations and performance and include technical failures, availability of funds, market demand, prices, foreign exchange rates or environmental issues. The sponsors can hedge these risks through contractual and guarantee agreements that transfer some of the risk to other parties.

BENEFITS OF PROJECT FINANCE

Financing projects through the project finance route offers various benefits such as the opportunity for risk sharing, extending the debt capacity, the release of free cash flows, and maintaining a competitive advantage in a competitive market. Project finance is a useful tool for companies that wish to avoid the issuance of a corporate repayment guarantee, thus preferring to finance the project in an off-balance sheet manner. The project finance route permits the sponsor to extend their debt capacity by enabling the sponsor to finance the project on someone’s credit, which could be the purchaser of the project’s outputs. Sponsors can raise funding for the project based simply on the contractual commitments.
Project finance also permits the sponsors to share the project risks with other stakeholders. The basic structure of project finance demands that the sponsors spread the risks through a network of security arrangements, contractual agreements, and other supplemental credit support to other financially capable parties willing to assume the risks. This helps in reducing the risk exposure of the project company.
The project finance route empowers the providers of funds to decide how to manage the free cash flow that is left over after paying the operational and maintenance expenses and other statutory payments. In traditional corporate forms of organization, corporate management decides on how to use the free cash flow — whether to invest in new projects or to pay dividends to the shareholders. Similarly, as the capital is returned to the funding agencies, particularly investors, they can decide for themselves how to reinvest it. As the project company has a finite life and its business is confined to the project only, there are no conflicts of interest between investors and the management of the company, as often happens in the case of traditional corporate forms of organization.
Financing projects through the project finance route may enable the sponsors to maintain the confidentiality of valuable information about the project and maintain a competitive advantage. This is a benefit of raising equity finance for the project (however, this advantage is quite limited when seeking capital market financing (project bonds). Where equity funds are to be raised (or sold at a later time so as to recycle capital) through market routes (for example, Initial Public Offerings [IPOs]), the project-related information needs to be shared with the capital market, which may include competitors of the project company/sponsors. In the project finance route, the sponsors can share the information with a small group of investors and negotiate the price without revealing proprietary information to the general public. And, since the investors will have a financial stake in the project, it is also in their interest to maintain confidentiality.
In spite of these advantages, project finance is quite complex and costly to assemble. The cost of capital arranged through this route is high in comparison with capital arranged through conventional routes. The complexity of project finance deals is due to the need to structure a set of contracts that must be negotiated by all of the parties to the project. This also leads to higher transaction costs on account of the legal expenses involved in designing the project structure, dealing with project-related tax and legal issues, and the preparation of necessary project ownership, loan documentation, and other contracts.

DYNAMIC OF PROJECT FINANCING

From a broad perspective and general analysis, the financial viability (or commercial feasibility) of the project is assessed by determining whether the net present value (NPV) is positive. NPV will be positive if the expected present value of the free cash flow is greater than the expected present value of the construction costs. However, in addition to or in lieu of the NPV, lenders will use debt ratios such as the Debt Service Cover Ratio (DSCR) and Life Loan Cover Ratio (LLCR) as the main ratios to measure bankability.
The DSCR measures the protection of each year’s debt service by comparing the free cash flow (more precisely, the cash flow available for debt service – CFADS) to the debt service requirement. The DSCR requires that the cash flow available for debt service is at least a specified ratio (for example, 1.2 times) of the scheduled debt service for the relevant year. The LLCR compares the overall amount of free cash flow projected for the life of the loan, duly discounted with the amount of debt under analysis. The LLCR also reflects the capacity of the SPV to meet the debt obligations over the life of the loan (considering potential re-structuring).
On the basis of the projected cash flows of the SPV, including the debt profile under analysis, lenders and their due diligence advisors will observe the value of such ratios, and accommodate the debt amount so as to meet them, considering the maximum term at which they are ready to lend. Subsequently, they will run sensitivities analysis (including break-even analysis) on the project cash flows to test the resistance of the project to adverse conditions or adverse movements of the free cash flow figures from the base case.
In determining financial viability, and related to the reliability of cash flows and the guarantees offered by the contract (especially termination provisions), the lenders will analyze the risk structure of the contract. This will include determining how achievable the performance standards in “government-pays” projects, or the contractual guarantees in “user-pays” projects, actually are. Lenders will exercise tight control of all cash flows, limiting the ability of the private partner(s) to dispose of them — through “covenants” (for example, no distributions may be made if the actual DSCR of the previous year has not meet a certain threshold). The bank accounts through which cash flows pass will be pledged and held with a bank within the syndicate; this is in addition to other provisions to be adapted in the loan agreement.

HOW DOES PROJECTS FINANCING SOLUTIONS BT FINANCIAL COLLATERAL HELPS

Project Finance is one of the key focus areas for FINANCIAL COLLATERAL. We have access to several project financing groups and institutions that have institutionalized capabilities to successfully manage the unique and multidimensional process of project finance transactions led by customized project structuring approach.
These groups and institutions have been the lead arrangers and underwriters of a significant amount of project debt over the years. In the Indian project finance domain, they enjoy a leadership position and are acknowledged for their comprehensive domain expertise and knowledge in the infrastructure, manufacturing and mining sectors, having ensured timely financial closure of several big ticket projects.
Whether you’re investing in renewable energy, telecommunications or water supply and waste water treatment – we develop the right solution for sustainably viable, flexibly structured financing to meet the needs of your transaction.
Backed by in-depth expertise you can benefit from our wide network in emerging and developing countries, our comprehensive knowledge of sectors and industries, and our 21 locations across North America, Europe, Asia, Africa, Oceania and Latin America. 

FINANCIAL DUE DILIGENCE
Financial due diligence requires that, during loan preparation and processing, sufficient analysis is undertaken to enable an informed assessment to be made with respect to project financial viability and long-term sustainability, and that the borrowers’ financial and project management systems are, or will be, sufficiently robust to ensure that funds are used for the purpose intended and that controls will be in place to support monitoring and supervision of the project.
There are Guidelines that provide the framework for financial due diligence, namely completion of a financial management assessment (FMA) of the executing agency (EA) and/or implementing agency (IA), financial evaluation of the project, and assessment of implementation arrangements (from a financial perspective, including disbursement and auditing arrangements).
The methodology note provides specific guidance in four primary aspects of financial due diligence:

1. financial management assessment,

2. project cost estimates and financing plan,

3. financial analysis, and

4. financial evaluation.

It also provides guidance on assessing disbursement auditing arrangements. This financial due diligence methodology note offers a suggested approach for operationalizing the standard project preparation and loan processing requirements of the Guidelines. the Guidelines, together with the methodology note, should be seen as a reference guide to assist staff in conducting an appropriate degree of financial due diligence during project  preparation and processing, and should guide staff in determining the appropriate level of financial management  safeguards required for a given project and/or EA and/or IA. The advice, directions, and recommendations provided should not be regarded as a substitute for the professional judgment of SUBCON staff.

FINANCIAL MANAGEMENT ASSESSMENT
Effective financial management within the EA and/or IA is a critical success factor for project sustainability, both in the effective use of funds and in the safeguard of assets once created. Irrespective of how well a particular project or program is designed and implemented, if the EA and/or IA does not have the capacity to effectively manage its financial resources, the benefits of the project are unlikely to be sustainable.
The objective of the financial management assessment (FMA) is to ensure that the EA and/or IA has, or will have, sufficiently strong and robust financial management systems and procedures in place to ensure sustainability of project investments and benefits over time.
The FMA is a review of the entity’s systems for financial and management accounting, reporting, auditing, and internal controls. It also involves an assessment of the entity’s disbursement and cash flow management arrangements, and governance and anticorruption measures. The FMA is not an audit; it is a review designed to determine whether or not the entity’s financial management arrangements are sufficient for the purposes of project implementation.

APPROACH & METHODOLOGY
The first step is to determine whether an FMA has recently been completed by any other credible financial institution (Bank, NBFC, VC or PE agencies) , the objective being to avoid duplicating diagnostic work that already exists. If an FMA exists, this should be reviewed and, in particular, any work done to overcome previously identified weaknesses should be checked. The original FMA can then be updated accordingly.
While planning to rely on the work of another lender , FINANCIAL COLLATERAL would thoroughly review the agency’s assessment report to determine whether or not the results of the FMA are reasonable and can be accepted by FINANCIAL COLLATERAL.
If an FMA has never been completed, or if there have been significant on-ground changes which render an existing FMA obsolete, then the following approach to the FMA is recommended:
Review the Economic Sector diagnostic studies specific to the country where the project is located, including the country financial accountability assessment, country procurement assessment report, country governance assessment, and diagnostic study on accounting and auditing.
Early in project preparation, have the borrower/project promoter complete a Financial Management Assessment Questionnaire (FMAQ).
Review responses to the FMAQ, determine what (if any) additional information is required in order to be able to conclude whether or not the financial management arrangements (a) are capable of recording all transactions and balances, (b) support the preparation of regular and reliable financial statements, (c) safeguard the entity’s assets, and (d) are subject to audit.
Review past audit reports and audit management letters to assess what concerns have previously been raised on systems and internal controls.
Form a conclusion with respect to whether or not the financial management arrangements and financial and project accounting systems can be relied upon for the purposes of the project.
If issues and/or weaknesses are identified, determine the most appropriate mitigation measures (e.g., restructuring finance sections, increasing finance staff, filling vacant posts, developing new systems, developing financial reporting, training, etc.).
Determine whether, given the findings, it is necessary to include a project component to strengthen financial management in the EA and/or IA and/or establish or strengthen a project implementation or project management office via either technical assistance or consultant support within the project.

OBJECTVE/NEUTRAL DUE DILIGENCE
1. Due Diligence service is rendered by an accredited Due Diligence service provider appointed by the Funding Partner Company. Due Diligence is by far the most important exercise in the funding consideration process.

2. The charges for the Due Diligence are to be borne by the applicant. These charges are specific for every case and the applicant is given prior notice of this.

3. It is extremely important that the applicant understands clearly the processes of Due Diligence is to secure a successful transaction and mutual business relationship between the applicant and the Funding Partner Company.

4. The Funding Partner Companies provide finance to viable projects on precise terms. There are no general terms. Everything is specific to the project under consideration.

Once the Due Diligence is successfully completed, a Funding Offer is officially made from Funding Partner Company to the applicant (Project Owner(s)/ Promoter(s)). The Project Owner(s)/Promoter(s) are issued an Invitation Letter for a table meeting in the Funding Partner Company’s office which can be in any country. Post a personal interview of the project owner(s)/promoter(s) ,the Loan Agreement/MOU is drafted and signed. Insurance requirements too would be discussed and finalized at this meeting.

Post successful completion of all of the above processes, funding disbursement would commence within the specified time frame.

Every Project Manager Must Understand These

Risk is part of your planning makeup. When you start the planning process for a project, one of the first things you think about is: what can go wrong? It sounds negative, but it’s not. It’s preventative. Because issues will inevitably come up, and you need a mitigation strategy in place to know how to manage risks on your project.

But how do you work towards resolving the unknown? It’s sounds like a philosophical paradox, but it’s not. It’s very practical. There are many ways you can get a glimpse at potential risks, so you can identify and track risks on your project.

Project risk management is the process of identifying, analyzing and then responding to any risk that arises over the life cycle of a project to help the project remain on track and meet its goal. Risk management isn’t reactive only; it should be part of the planning process to figure out risk that might happen in the project and how to control that risk if it in fact occurs.

A risk is anything that could potentially impact your project’s timeline, performance or budget. Risks are potentialities, and in a project management context, if they become realities, they then become classified as “issues” that must be addressed. So risk management, then, is the process of identifying, categorizing, prioritizing and planning for risks before they become issues.

Risk management can mean different things on different types of projects. On large-scale projects, risk management strategies might include extensive detailed planning for each risk to ensure mitigation strategies are in place if issues arise. For smaller projects, risk management might mean a simple, prioritized list of high, medium and low priority risks.

It’s crucial to start with a clear and precise definition of what your project has been tasked to deliver. In other words, write a very detailed project charter, with your project vision, objectives, scope and deliverables. This way risks can be identified at every stage of the project. Then you’ll want to engage your team early in identifying any and all risks. 

You can’t be afraid to get more than just your team involved to identify and prioritize risks. Many project managers simply email out to their project team and ask their project team members to send them things they think might go wrong on the project, in terms of a risk to the project But what you should do is actually get the entire project team together, some of your clients’ representatives on the project, and perhaps some other vendors who might be integrating with your project. Get them all together and do a risk identification session.

And if you’re not working in an organization with a clear risk management strategy in place, talk openly to your boss or project sponsor about risk. You want them to be aware of what risks are lurking in the shadows of the project. Never keep this information to yourself. Else, you’ll just be avoiding a problem that is sure to come up later.

And with every risk you define, you’ll want to put that in your risk tracking template and begin to prioritize the level of risk. Then create a risk management plan to capture the negative and positive impacts to the project and what actions you will use to deal with them. You’ll want to set up regular meetings to monitor risk while your project is ongoing. It’s also good to keep communication with your team ongoing throughout the project. Transparency is critical so everyone knows what to be on the lookout for during the project itself.

Of course, not all risks are negative. Positive risks can be a boon for your project, and will likely be managed differently than your typical negative risk.

Not all risk is created equally. As mentioned, risk can be either positive or negative, though most people assume risks are inherently the latter. Where negative risk implies something unwanted that has the potential to irreparably damage a project, positive risks are opportunities that can affect the project in beneficial ways.

Negative risks are part of your risk management plan, just as positive risk should be, but the difference is in approach. You manage and account for known negative risks to neuter their impact, but positive risks can also be managed to take full advantage of them.

There are many examples of positive risks in projects: you could complete the project early; you could acquire more customers than you accounted for; you could imagine how a delay in shipping might open up a potential window for better marketing opportunities, etc. It’s important to note, though, that these definitions are not etched in stone. Positive risk can quickly turn to negative risk and vice versa, so you must be sure to plan for all eventualities with your team.

Like everything else on a project, you’re going to want to strategize and have the mechanisms in place to reap the rewards that may be seeded in positive risk. Here are three excellent  tips:

• The first thing you’ll want to know is if the risk is something you can exploit. That means figuring out ways to increase the likelihood of that risk occurring.
• Next, you may want to share the risk. Sometimes you alone are not equipped to take full advantage of the risk, and by involving others you increase the opportunity of yielding the most positive outcome from the risk.
• Finally, there may be nothing to do at all, and that’s exactly what you should do. Nothing. You can apply this to negative risk as well, for not doing something is sometimes the best thing you can do when confronted with a specific risk in the context of your project.

We’ve all been conditioned to think of risks as negative. But risk is a way to safeguard yourself by preparing for the possibility of failure or danger. If you have prepared for risk, understand its potential to both serve and derail your project, then risk can help you widen the aperture and see things that may have beforehand been invisible.

Can your organization also improve by adopting risk management into its daily routine? The answer is a resounding, Yes! As a project manager you can help move your organization towards a stronger risk management culture through incorporating organizational learning from your previous projects.

Building a risk management protocol into your organization’s culture by creating a consistent set of standard tools and templates, with training, can reduce overhead over time. That way, each time you start a new project, it won’t be like having to reinvent the wheel. You’ll have a head start and a path already in place to more efficiently and quickly address the specific risks of your individual project.

Things such as your organization’s records and history are an archive of knowledge that can help you learn from that experience when approaching risk in a new project. Also, by adapting the attitudes and values of your organization to become more aware of risk, means your organization can develop a better sense of the nature of uncertainty as a core business issue. With improved governance comes better planning, strategy, policy and decisions.

There are plenty of benefits to be gained from embedding risk management into the day-to-day practices of your organization. These compound one-another to have an increasing effect on the overall health and performance of your organization.

So, how do you handle something as seemingly elusive as project risk management? The same way you do anything when managing a project. You make a risk management plan. It’s all about process.

Process can make the unmanageable manageable. You can take what looks like a disadvantage and turn it into an advantage if you follow these six steps.

You can’t resolve a risk if you don’t know what it is. There are many ways to identify risk. As you do go through this step, you’ll want to collect the data in a risk register.

One way is brainstorming or even brainwriting, which is a more structured way to get a group to look at a problem.

As noted earlier, you can tap your resources. That can be your team, colleagues or stakeholders. Find those individuals with relevant experience and set up interviews so you can gather the information you’ll need to both identify and resolve. It doesn’t hurt to speak with that person in your organization who is the glass is always half-empty type. Their doom-and-gloom perspective can be surprisingly helpful to see risks that might not be evident to everyone else.

Look both forward and backwards. That is, imagine the project in progress. Think of the many things that can go wrong. Note them. Do the same with historical data on past projects. Now your list of potential risk has grown.

As you’re identifying risk, you’ll want to make sure you that your risk register isn’t filling up with risks that are really outliers and not risks at all. Make sure the risks are rooted in the cause of a problem. Basically, drill down to the root cause to see if the risk is one that will have the kind of impact on your project that needs identifying.

When trying to minimize risk, it’s good to trust your intuition. This can point you to unlikely scenarios that you just assume couldn’t happen. Remember, don’t be overconfident. Use process to weed out risks from non-risks.

Okay, you’ve got a lot of potential risks listed in your risk register, but what are you going to do with them? The next step is to determine how likely each of those risks are to happen. This information should also go into your risk register.

When you assess project risk you can ultimately and proactively address many impacts, such as avoiding potential litigation, addressing regulatory issues, complying with new legislation, reducing your exposure and minimizing impact.

Analyzing risk is hard. There is never enough information you can gather. Of course, a lot of that data is complex, but most industries have best practices, which can help you with your analysis. You might be surprised to discover that your company already has a framework for this process.

So, how do you analyze risk in your project? Through qualitative and quantitative risk analysis, of course. What does that mean? It means you determine the risk factor by how it impacts your project across a variety of metrics.

Those rules you apply are how the risk influences your activity resources, duration and cost estimates. Another aspect of your project to think about is how the risk is going to impact your schedule and budget. Then there is the project quality and procurements. These points must be considered to understand the full effect of risk on your project.

Not all risks are created equally. You need to evaluate the risk to know what resources you’re going to assemble towards resolving it when and if it occurs. Some risks are going to be acceptable. You would grind the project to a halt and possibly not even be able to finish it without first prioritizing the risks.

Having a large list of risks can be daunting. But you can manage this by simply categorizing risks as high, medium or low. Now there’s a horizon line and you can see the risk in context. With this perspective, you can begin to plan for how and when you’ll address these risks.

Some risks are going to require immediate attention. These are the risks that can derail your project. Failure isn’t an option. Other risks are important, but perhaps not threatening the success of your project. You can act accordingly.

Then there are those risks that have little to no impact on the overall project’s schedule and budget. Some of these low-priority risks might be important, but not enough to waste time on. They can be somewhat ignored, because sometimes you just should let stuff go.

All your hard work identifying and evaluating risk is for naught if you don’t assign someone to oversee the risk. In fact, this is something that you should do when listing the risks. Who is the person who is responsible for that risk, identifying it when and if it should occur and then leading the work towards resolving it?

That determination is up to you. There might be a team member who is more skilled or experienced in the risk. Then that person should lead the charge to resolve it. Or it might just be an arbitrary choice. Of course, it’s better to assign the task to the right person, but equally important in making sure that every risk has a person responsible for it.

Think about it. If you don’t give each risk a person tasked with watching out for it, and then dealing with resolving it when and if it should arise, you’re opening yourself up to more risk. It’s one thing to identify risk, but if you don’t manage it then you’re not protecting the project.

Now the rubber hits the road. You’ve found a risk. All that planning you’ve done is going to get implicated. First you need to know if this is a positive or negative risk. Is it something you could exploit for the betterment of the project?

For each major risk identified, you create a plan to mitigate it. You develop a strategy, some preventative or contingency plan. You then act on the risk by how you prioritized it. You have communications with the risk owner and, together, decide on which of the plans you created to implement to resolve the risk.

You can’t just set forces against a risk without tracking the progress of that initiative. That’s where the monitoring comes in. Whoever owns the risk will be responsible for tracking its progress towards resolution. But you will need to stay updated to have an accurate picture of the project’s overall progress to identify and monitor new risks.

You’ll want to set up a series of meetings to manage the risks. Make sure you’ve already decided on the means of communications to do this. It’s best to have various channels dedicated to communication.

You can have face-to-face meetings, but some updates might be best delivered by email or text or through a project management software tool. They might even be able to automate some, keeping the focus on the work and not busywork.

Whatever you choose to do, remember: always be transparent. It’s best if everyone in the project knows what is going on, so they know what to be on the lookout for and help manage the process.