
In a world of increasing demand for infrastructure and tightened financial markets, companies are seeking alternative capital and debt raising methods. South Africa is the gateway to Africa in providing transactional advisory services and it is imperative for Financial Advisory firms to become tactically responsive to the needs of the public and private sector clients. Megaprojects defined as projects with a minimum value of R750 million. Companies undertaking these projects require transactional advisory services ranging from feasibility studies to project funding.
Project finance is an innovative technique allowing entities to raise funding for projects such as toll roads, mines and hospitals to name a few. The need for project financing comes at a crucial stage for the development of Africa which is growing at a rapid pace. Increasingly this mechanism is emerging as the preferred alternative to previously used methods of funding. In essence, a project finance transaction provides the ability to ring-fence project assets and operations in raising funding based on the cash flow potential.
The term Project Finance is usually referred to as off-balance sheet funding, while on balance sheet funding is referred to as a corporate finance transaction. Project Finance is different from conventional balance sheet funding where the lender looks at the balance sheet strength of the corporation. The lenders have virtually no recourse on the project assets or on the sponsors of the project and can only rely on the project cash flows.
Project Finance encapsulates the preparation of a feasibility study, assessment and reallocation of the risks, structuring the financing for the project and ultimately raising the funds in the market place. It is imperative that experienced project financiers are involved in assessing project needs from initial planning through to fundraising.
The use of a dynamic financial model is crucial to determine the cash flow generation once the project is operational. These costs and revenues are assessed by independent experts. Various scenario analyses are performed and stress tested by adjusting economic variables to evaluate the variation in output.
The optimal funding mix for a project of this nature will typically include a combination of sponsor equity, senior, mezzanine, and subordinated debt. The mix of equity and debt will likely be determined using project-finance principles, i.e. based on the modelled cash flows of the project, supported by a credible off take agreement.
Debt funding plays a major role in funding projects in the Project Finance arena. In structuring the optimal funding mix for a project of this calibre, it is essential to investigate the various aspects of the project i.e. pre-completion and post-completion. Pre-completion means the initial stages of the project including construction, financial and technical completion tests and commissioning. Post-completion is when the project begins to generate cash flows to service its commitments. The pre-completion phase of the project is essential to support fundability, as this forms a platform for the project, which will ultimately generate the cash flows required. Hence, if the guarantee on the pre-completion phase of the project is weak, it poses a significant threat to the transaction.
The lender bears the most risk in the pre-completion phase of the project as the greatest risk is that the project will not meet the completion criteria or will be delayed. This may also cause further issues with the off take agreements where buyers might not require the product anymore. Hence, the technical completion tests and completion guarantees need to be in place, which require the sponsors to settle all debt and damages incurred by the lender if the project is not complete by a certain deadline, usually referred to as the long stop date.
Another vital aspect is that lenders require the sponsor to maintain a minimum balance in a reserve account usually equal to two loan payments. This further ascertains the commitment of the sponsor. Performance bonds are usually also in place that bind the construction companies in the case of non-performance or breach of agreements. During this pre-completion phase, there is a staggered drawdown procedure which is conditional upon certain progress made on the project. Lenders usually insist on step in rights which enables the lender at any stage of the project to step in and make decisions that would affect the project in the case that the borrower defaults. A default refers to a breach of performance default or not making the required debt payments. This risk is usually mitigated or measured closely by the use of negative or prohibitive debt covenants.
Considering the risks in project finance, a financial advisory team is ideally placed to assist companies with their risk identifications process. Typical risks that need to be assessed are:
• Delays in construction of project;
• Varying performance capacity of the project from initial to ramp up stages;
• Project prematurely ending resulting in a stranded asset with no real benefits thereby decreasing the probability of reviving the project to extract further cash flows;
• Market risk if a product cannot be sold for a price as determined in the financial model;
• Technical risks such as issues with equipment which could result in defective outputs;
• Force majeure risk of natural disasters and the extent of the damage that could either cripple the project eternally or have a delaying effect on the project;
• Political instability in the country or region where the project resides. Events such as strikes, expropriation of land, foreign exchange suspension and nationalisation are some of the examples that pose a risk to the project; and
• Foreign exchange risk for commodities that are priced in USD. Example, a gold mix generates revenue in USD but the associated costs are priced in the local currency.
Mastering the art of successfully executing project finance transactions is a long haul process. Each project has its unique risks which are sector specific and it is vital that advisors are able to effectively identify and minimise these inherent risks in order to facilitate a successful and meaningful transaction.
Article compiled by Shehzad Omar (Manager at Deloitte Corporate Finance) and Andre Pottas (Partner at Deloitte Corporate Finance).
Filed under: Executive Leadership, Finance, Balance Sheet Funding, Financial Advisory, Project Finance, risks