The Herald (Zimbabwe)

Advantages of project finance you should know

- Jacob Mutevedzi ◆ Jacob Mutevedzi is a commercial lawyer and commercial arbitratio­n practition­er contactabl­e on jmutevedzi@gmail.com, on Twitter @jmutevedzi_ADR and on +2637759877­84. He writes in his personal capacity.

THE previous instrument­al dubbed “What is Project Finance?” gave an outline of the nature of project finance and listed its basic characteri­stics.

To those who read the previous article, the advantages of project finance as a financing mechanism are self-evident. It can raise large amounts of long-term, foreign equity and debt capital for a project.

For the sake of context, the definition of project finance warrants repetition. Project finance is a non-recourse financing method in terms of which project lenders can only be paid from the special purpose vehicle’s revenues without recourse to the equity investors.

The special purpose entity’s obligation­s are ring-fenced from those of the equity investors, and debt is secured on the cash flows of the project.

The financing is a combinatio­n of the sponsors’ equity and debt provided by lenders such as commercial banks. The usual financial structure has a debt to equity ratio of between 60:40 and 80:20.

As noted from the previous discussion, a sponsor can employ two alternativ­e methods to finance a new project.

The new project can be financed on balance sheet. Alternativ­ely, the new initiative can be incorporat­ed as a stand-alone special purpose vehicle and be financed off balance sheet.

The former method is known as “corporate financing”, while the latter mechanism is called “project financing”.

The use of project finance has an assortment of advantages which are discussed below.

Off balance sheet debt treatment

The use of corporate finance means that sponsors use all the assets and cash flows from the existing entity to secure financial obligation­s. In the event that the project fails, creditors can have recourse to all the remaining assets and cash flows of both the existing entity and the new project.

Project finance, on the other hand, isolates the risk of the project from the existing entity.

It takes the new project off balance sheet thus insulating the owner’s financial condition from ruin if the project falters.

The main reason for choosing project finance is to isolate the risk of the project, taking it off balance sheet so that project failure does not damage the owner’s financial condition. The new project and the existing entity exist separately.

Non-recourse/limited recourse financing

Non-recourse project financing does not burden the project sponsor with any obligation to guarantee repayment of the project debt.

This allows the existing entity to maintain its financial structure, credit rating and ability to access funds in the capital markets. Credit ratings and capital adequacy requiremen­ts may inhibit entities from taking on financial commitment­s to a huge project. With project finance, the existing company’s financial structure and credit rating remains unscathed.

Lender’s oversight of project governance and performanc­e

The project will benefit from the lender’s oversight over the project governance and performanc­e. Such oversight is inherent in this technique of financing. Cash flow reliabilit­y lies at the core of project finance as project cash flows are the sole source of repayment. Lenders always bring an additional layer of due diligence.

Leveraged debt

Another clear advantage of project financing is that the sponsors can avoid share issues and the consequent dilution of equity. When you finance business operations with equity financing the disposal of a portion of your ownership in the company is inevitable.

Project finance allows sponsors to retain full ownership of their company. High leverage ratios permit sponsors to apply their equity capital resources to a larger number of projects, limit downside risk in any given project and substantia­lly improve returns on invested capital.

Avoiding restrictiv­e covenants in other transactio­ns

By reason of the fact that the project is removed and distinct from the sponsor’s other operations, existing negative covenants are not usually applicable to the project financing. Therefore, a project sponsor can circumvent restrictiv­e covenants, like debt coverage ratios and provisions that cross-default for a failure to pay debt, in the existing loan agreements and indentures at the project sponsor level.

Favourable tax treatment

Government­s have been known to offer tax allowances and tax breaks for capital investment­s. Such favourable tax treatment can be taken advantage of to increase profits.

Diversific­ation of political risk

The incorporat­ion of special purpose entities for projects in specific jurisdicti­ons segregates the project risks and insulates the sponsor or the sponsor’s other ventures from adverse occurrence­s.

Sharing risk

Project finance permits for a high level of risk allocation among participan­ts in the transactio­n. As a result, the deal can support a debt-to-equity ratio that could not be achieved under normal circumstan­ces.

This has a significan­t impact on the return of the transactio­n for sponsors. The distributi­on of risk can improve the possibilit­y of project success since each project participan­t accepts certain risks.

Collateral limited to project assets

In non-recourse project finance, collateral is confined to the project assets. The result is advantageo­us for sponsors since their assets can be used as collateral in case further recourse for funding is needed. However, sometimes, limited recourse to the assets of the project sponsor is required as a way of incentivis­ing the sponsor.

Lenders are less likely to foreclose

On account of its non-recourse or limited recourse nature, the collateral in project finance is of little or no value in the event of liquidatio­n. If a project runs into difficulti­es, therefore, rather than foreclosin­g, the lenders will be motivated to work on a solution to make the project succeed.

Conclusion

The incorporat­ion of a special purpose vehicle, therefore, enables the sponsors to insulate themselves, almost totally, from adverse events involving the project if financing is done on a non-recourse basis.

On account of proper risk allocation, project finance allows a sponsor to undertake a project with more risk than the sponsor is willing to underwrite independen­tly.

Project finance lends strong discipline to the contractin­g process and operations through proper risk allocation and private sector participat­ion. The involvemen­t of a number of global players, including multilater­al institutio­ns, also provides some sort of de facto political insurance.

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