FNCE90048 Project Finance Lec3 2021s1
FNCE90048 Project Finance Lec3 2021s1
FNCE90048 Project Finance Lec3 2021s1
Lecture 3
• Yescombe suggests that project finance risk analysis should be based on:
– a due diligence process intended to ensure that all the necessary information
about the project is available
– identification of risks to which the project is exposed, based on the due diligence
– allocation of risks (to the extent possible) to appropriate parties to the project
through provisions in the project contracts
– quantifying and considering the acceptability of the residual risks that remain with
the project SPV
• note, risk assessment and due diligence are not procedures that relate only to
project finance, as all business activity involves risk in some way
• in practice, many variants of the risk assessment matrix are used, but the
objective remains constant, i.e. assessment of identified risks
• the SPV – usually assisted by consultants – will prepare the risk assessment
and it will be presented to and discussed with lenders
– i.e. before the formal loan application, for lenders to identify key issues
• this process also provides a good illustration of the reality that in project
contract negotiations, different project parties have differing objectives
• for example, lenders typically focus their risk assessment on the financial
impact that a particular identified risk may have on the project’s viability,
regardless of the likelihood of it actually happening
March 2021 FNCE90048 Lecture 3 12
Risk Assessment Matrix – example 2
• the key principle underlying risk allocation in project finance is that risks
should be borne by those who are best able to control or manage them
• for example, the risk of late completion of construction of a project (and in
particular, its financial consequences) should ultimately be borne by the
construction company, e.g. EPC contractor
– what are the financial consequences of late completion?
– how is this risk transferred to the EPC contractor in practice?
– note that there are exceptions, e.g. if the late completion arises from
events outside the EPC’s control (such as force majeure), then it will not be
held liable (this should be covered in the EPC contract)
March 2021 FNCE90048 Lecture 3 14
Risk allocation
• as has been discussed previously, in every project there will be risk related to
completing construction of the asset / facilities
– this is completion risk (also called construction risk or cost-overrun risk)
• at its extreme, this risk causes the result that the project structure is not
completed, so it never begins operations
• in practice, non-completion of an asset structure – where construction starts
but is abandoned when not fully completed – is rare (why?)
• far more common is the situation where the cost to complete exceeds
(sometimes by double or more) the budgeted project cost
• so, the main completion risk is the risk of cost over-runs in construction, and
the problem that arises therefore relates to how the extra costs are funded
– extra equity will result in a reduced, perhaps negative, NPV
– extra debt might not be available, and even if it is, will typically be on less
favourable terms (interest rate, seniority, maturity)
• this risk is clearly associated with the accuracy of project cost forecasts
• given the potentially huge amount of losses that could be suffered, this risk is
at the serious end of the risk spectrum for the most projects
• completion risk is generally not taken by financiers in project lending – why?
• Yescombe suggests that completion risk is a function of the risks that are
inherent in the construction process, including:
– site acquisition and access, obtaining construction and operating permits
– risks relating to the EPC contractor, including construction cost overrun
– delays in completion
– inadequate performance of equipment at completion (is this correct?)
• these are the types of factors could have a negative impact on completing the
project construction on time and within budget
• completion risk is also important in the context of the limited / non recourse
arrangement – given non recourse is triggered by completion of construction
March 2021 FNCE90048 Lecture 3 23
What is completion?
Which of the following would NOT be an appropriate completion test for an Oil
Operations project?
• also known as design risk, it relates to the design and construction of the core
asset(s) to be used in the project
• Tinsley calls this a “poorly understood risk … often considered part of completion
risk, since engineering and design flaws tend to become noticeable as the project
encounters difficulty in construction or start-up”
• the risk here relates to poor quality engineering/design work, and can arise from
poor professional advice, or selection of an inappropriate or inexperienced firm for
the technology or location involved, or poor design estimates
• this risk can have a serious impact on the cash flow stream, both in relation to any
further capital spent pre-completion to counter the problem, and also in not
meeting optimal operating capacity (reduced revenue)
March 2021 FNCE90048 Lecture 3 30
Engineering risk example
• like completion risk, engineering risk can be at the serious end of the risk
spectrum, particularly when it involves a new technology or a significant
scale-up of an existing technology
• e.g. Cominco Ltd, a Canadian lead and zinc producer, announced that it had
abandoned any hope of restarting its new lead smelter, which had been
shuttered for three years because of production problems
• it also announced that it was considering converting the smelter to a “more
promising” smelting process, which would cost an estimated C$100 million,
and that it might seek compensation from the manufacturer of the smelter
• (other than that being developed as the core asset in an infrastructure project
itself) infrastructure risk relates to issues arising from the non-core asset
infrastructure that must be constructed to make the project facility functional
– e.g. pipelines, office buildings, fencing, roads, electricity supply, etc.
• accordingly, it is an important component of many (most) projects
• infrastructure often comprises non-complex, standard items (as listed above)
and in those cases, infrastructure risk is relatively low
– in some cases, there is an overlap with design risk
• in any case, the SPV will need to provide assurance that the chosen
infrastructure is and will remain technologically and economically appropriate
March 2021 FNCE90048 Lecture 3 34
Engineering, design, infrastructure risks
• the idea here is that the relative strength of the companies in the project may
have an impact on the project financing, especially if one or more participants
is weak – either financially or technically
• if there is a weak or inexperienced participant in a joint venture, the sponsor
risk is that they may be unable to meet their obligations (equity contribution,
technical support, etc.)
• in most cases, this risk is at the very low end of the scale
• Note: this risk and syndication risk are not project risks as such – rather, they
can be considered as financing or funding risks
• some sources specify funding risk separately, referring to the risk that the
funds necessary for the project are not available
• this risk is real, but is not a project risk that impacts the raising of funds
• it relates to the two risks just covered: either equity participants failing to
contribute their agreed amount (sponsor risk), or the lenders are unable to
provide the specified debt amount (same as syndicate risk)
• a different aspect is where debt providers are unwilling to provide the full
amount of debt requested (note: this risk is in pre-construction phase)
– what to do? other debt? more equity? change project?
• Tinsley refers to interest / funding risk, but then his discussion focuses only on
interest rate risk
• this risk arises because most project financings are funded on a variable or
floating interest rate basis due to the term of the loan and the necessity for
flexibility in drawdowns and repayment (what if the loan is at a fixed rate?)
• if interest rates rise to any significant degree, a greater proportion of the
available cash flow is obviously required to repay interest
• this obviously results in a corresponding reduction in free cash flows,
meaning that there may not be sufficient available cash to repay the principal
on borrowings when due
March 2021 FNCE90048 Lecture 3 42
Foreign exchange risk
• foreign exchange (FX) risk occurs as a result of exposure of project cash flows
to differing currencies
• e.g. when project revenues differ from the currency of the project financing
(and repayment obligations)
• lenders usually avoid FX risk in project financing, on the basis that the SPV will
have a hedging policy to address FX risk
– this means that sponsors might still be held liable for FX losses in
operations (i.e. some recourse to sponsors is retained despite completion)
• note, lenders often seek to become the official provider of hedge transactions as
part of the agreement to lend to the project (a motivation to participate)
• also known as sovereign risk, this comprises a mix of risk categories including:
– expropriation, direct or ‘creeping’
– currency inconvertibility
– regulatory changes
– tax risks
– bureaucracy
– accessibility to site and facilities
– non-government activism
• indeed, many sources treat this as three separate risks: country risk, political
risk and social risk – we will follow this treatment as well
March 2021 FNCE90048 Lecture 3 47
Country risk
• country risk may be defined as those risks relating to the economic activities
within a country
• examples of country risk include work stoppages, civil unrest, bureaucracy
and process delays, inaccessible sites, guerrilla sabotage of projects, exchange
controls, inflationary conditions, political force majeure events, etc.
• any of these factors could have a negative impact on either the construction
or operations of a project, causing delays and extra costs
• a difficult aspect of country risk assessment is the impact of non-government
political activists
– i.e. trade unions, landowners, environmentalists, lawyers
March 2021 FNCE90048 Lecture 3 48
Political risk
• whilst Tinsley includes it in country / political risk, social risk is probably best
thought of as a separate risk, because it is a specific and different risk
• social risk arises when there is a real or perceived adverse impact of a project
on the local population or groups of people
• it might manifest in protests, strikes, sabotage, pressure on local governments
to act against the project, etc.
• so, there will be cases where the project SPV will need to evaluate the
potential social impacts of a project, including gender and human rights
impacts, at the outset and at each phase of the project
• legal documentation, i.e. contracts, are the mechanism for apportioning the
risks among the lenders, insurers, governments, contractors, and sponsors
• the risk that arises is that professional advisers will inadvertently create risks
in the documentation, or fail to include necessary provisions
– created risks can affect the tax position, tenure, security, enforcement, and other
attributes that are negotiated in the whole risk-allocation process
– a different risk is that relating to unanticipated outcomes, relating to situations
that aren’t dealt with in the contract
• this risk of professional advisers creating unworkable, faulty or unenforceable
documentary structures is difficult to mitigate
• risk analysis is not unique to project finance, but it has special importance due
to the essence of project finance being allocation of risks to participants
• the process of risk identification must be careful and thorough, to ensure
effective classification / quantification of potential risk events and enable
appropriate mitigation(s) to be implemented
– risk mitigation will be covered in detail next two lectures
• identified risks will be project specific, but broadly speaking, the most serious /
important risks in every project are completion or construction risk, and then
operations type risks (impacting revenue and costs)
– in some cases, other risks (e.g. political) will be at the serious end
March 2021 FNCE90048 Lecture 3 55
Lecture 3 questions
1. If you were in the business of operating toll roads, what are the risks
associated with constructing a new toll road in a developed country?
2. What is the role of a Risk Assessment Matrix in project financing?
3. What is the significance of completion in a project? What is the difference
between completion, completion risk and completion tests?
4. Identify and describe different types of completions tests, suggesting
appropriate circumstances in which specific tests would be used.
5. Why is it that lenders are often reluctant to provide project finance debt to
projects set up to apply new technology?
6. What types of exposures would be categorised as environmental risk?
March 2021 FNCE90048 Lecture 3 56