Distance Learning Project Finance
Distance Learning Project Finance
The Mechanics of
PROJECT FINANCE
POST GRADUATE CERTIFICATE
DELIVERED BY DISTANCE LEARNING OVER 16 WEEKS
Commences: 17 October 2012
In partnership with Middlesex University Business school, this cutting edge course represents a new paradigm in project finance education. Comprised of six core units and two elective units (chosen from two potential elective paths) it offers participants at all levels in the project finance sector an outstanding opportunity to improve both their technical and theoretical skills.
COURSE PROGRAMME
Core Units: 1. An Introduction to Project Finance 2. Qualitative Risk Identification Analysis & Mitigation (part A) 3. Qualitative Risk Identification Analysis & Mitigation (part B) 4. Quantitative Analysis, Debt Sizing & Structuring 5. Documenting the Deal 6. Project Finance Time-Line & Project Finance Security
SPECIAL OFFER:
For a limited time, download Unit One of the programme free before the course commences.
For further information: Tel +44 (0)20 7017 7190 Fax: +44 (0)20 7017 7802 Email: [email protected] Web: www.iff-training.com/dlprojectfinance
The Mechanics of
PROJECT FINANCE
DELIVERED BY DISTANCE LEARNING OVER 16 WEEKS
Dear Colleague ,
What you have in your hands represents a new era in the world of project finance education. You can now choose to study the only academically accredited distance learning project finance course delivered exclusively online. Operating at an intensive level and taught by one of the worlds most respected project finance educators, it is now possible to gain a post graduate certificate from Middlesex University. And, as we know certification is important to some people but isnt to others, we now offer two routes to complete the course, the university accredited route, or the standard non-accredited route that has been enjoyed by so many of our delegates in the past. With the global appetite for project finance set to continue unabated, we set out to create the ultimate learning resource for those in the industry looking to develop their skills and knowledge and gain a formal qualification. The IFF suite of project finance courses is already recognised as being the best project finance training that money can buy and now we have taken that a step further with a brand new course delivered exclusively via distance learning. Now you can receive industry leading training at a time, pace and location that suits you. The course has been structured to enable students to grasp the complexities of modern project financing and takes you through everything from the basic concepts of the topic through to structuring the deal, contracts and the nuances of the different sectors such as oil and gas and infrastructure. The revolutionary toolkit approach allows you to soak up the practical components of the course and absorb the information at a pace that is right for you. At the end of each unit there is an assessment that will allow you to benchmark your growth in knowledge and understanding and will also show you what a tangible ROI distance learning provides. For those wishing to receive a Post Graduate Certificate an additional marked assignment of 2000 words will also need to be submitted. IFF is excited to open up this new frontier in Project Finance education and our partnership with Middlesex University makes this course even more invaluable. Interest in this course has been phenomenal already, and as a special introductory offer, we are giving you the opportunity to preview the first unit completely free of charge, giving you the chance to experience the quality of the course before signing up to the full programme. I look forward to welcoming you on the course.
Well worth doing! The first four modules provided an excellent overview and summary of project finance
David Swarbrick, Balfour Beatty Capital
Tel +44 (0)20 7017 7190 Fax: +44 (0)20 7017 7802 Email: [email protected] Web: www.iff-training.com/dlprojectfinance
business development, portfolio management and credit function staff in lending banks staff in companies in the energy, mining, infrastructure and PFI/PPP sectors legal professionals with limited knowledge of limitedrecourse finance accountants serving the project finance community as advisors / auditors public sector employees from oversight / regulatory organisations insurance brokers and advisors ECA and multilateral agency staff
Tel +44 (0)20 7017 7190 Fax: +44 (0)20 7017 7802 Email: [email protected] Web: www.iff-training.com/dlprojectfinance
The Mechanics of
PROJECT FINANCE
DELIVERED BY DISTANCE LEARNING OVER 16 WEEKS
COURSE SYLLABUS
Unit 1
An Introduction to Project Finance
Unit Learning Aims and Objectives Explain the meaning of the term project finance and compare and contrast it with other forms of debt capital especially corporate borrowing. Set out the reasons why companies choose (or do not choose) to use project finance and explain the contractual structures typically employed. Contrast the risk/reward relationship with the project enjoyed by the sponsor with that of the banker and how this affects the lenders attitude to acceptance of risk. Explore the impact of the credit crisis on project financing in particular how lenders attitudes have changed.
Unit 2
Qualitative Risk Identification, Analysis & Mitigation (A)
Unit Learning Aims and Objectives Explain the key qualitative risk factors analysed by lenders when evaluating a project financing in this unit particularly sponsor risk, country/political risk, completion period issues and operation & maintenance arrangements. Explore how these risk factors are perceived by bankers, mitigated and (where necessary) allocated to other parties within or outside the project structure.
UNIT CONTENT
What is Project Finance How Does it Differ From Other Forms of Lending? Who uses Project Finance & Why?
Off-Balance-Sheet lending Project finance Carve-Outs Joint ventures/unequal partnerships Risk sharing Capital rationing/return maximisation No Choice
UNIT CONTENT
Sponsor Risk A Potential on-off Switch
Competence & track-record Management skill-sets Equity injection capacity & timing
Country/Political Risk Banks are Better at Accepting Commercial Rather Than Political Risk
What are the risks? Expropriation, confiscation & nationalisation risk Other political perils War, civil war Strike, riot & civil commotion Depreciation & non-convertibility Mitigating country / political risk Political risk insurance Export credit agencies Multilateral agencies
Tel +44 (0)20 7017 7190 Fax: +44 (0)20 7017 7802 Email: [email protected] Web: www.iff-training.com/dlprojectfinance
Unit 3
Qualitative Risk Identification, Analysis & Mitigation (B)
Unit 4
Quantitative Risk Analysis and Debt Sizing/Structuring
Unit Learning Aims and Objectives Explain the key qualitative risk factors analysed by lenders when evaluating a project financing in this unit particularly supply risk, reserve risk, sales / offtake arrangements, approvals / permits issues, environmental factors and regulatory considerations. Explore how these risk factors are perceived, mitigated and (where necessary) allocated to other parties within or outside the project structure.
Unit Learning Aims and Objectives Examine how an economic model of the projects projected cash flow is employed to structure the drawing and repayment of debt. Explain the use of Cover Ratios to size debt, structure the repayment of the financing, test the debt-servicing capacity of the project in downside scenarios and provide command and control mechanisms during the life of the financing. Analyse the impact of the debt structure on the IRR of the sponsor and how the lenders need for debtservicing security is balanced with the objectives of the sponsor.
UNIT CONTENT
Risks of the Project Itself (Part Two)
Supply risks Split into volume & price Lender likely to be anxious about uncovered volume risk Preference for send-or-pay type of structure Price risk analysed through modelling Reserve risk special type of supply risk Minerals projects have finite store of value Also real sub-surface risks & uncertainties Probabilistic vs. deterministic reserve classification/valuation Applying banking value to reserves Sales/offtake risk Split into volume & price Lender again likely to be concerned about uncovered volume risk Offtake risk mitigation: ~ Take-or-Pay contracts ~ Tolling contracts ~ Marketing agreements Approvals & permits Usually transferred to sponsor Transfer effected through conditions precedent Environmental considerations Of immense & growing importance to lenders Impact of environmentally & socially-sensitive projects on lenders Advent of Equator Principles: ~ Genesis & development ~ Structure & function ~ Impact on: Project analysis & rating Credit approval process Documentation representations & warranties, undertakings and events of default Regulatory risk Role of the regulator ensuring security of supply & avoiding abuse of monopoly Impact of the regulator/regulatory regime on: ~ Project revenue/cashflow ~ Structure/security
UNIT CONTENT
The Borrower/Sponsor Objectives:
Maximise debt Minimise/delay equity injections Maximise/accelerate distributions Avoid cash-traps
Use of Different Techniques by Borrower to Assess Project Attractiveness Cashback, NPV, IRR The Bankers Objectives Timely Debt-Service with an Adequate Cushion Debt Sizing & Sculpting
The cash flow waterfall in more detail The Lenders model its structure & function Structure of a typical debt unit Interaction with other parts of the model Primacy of the cash flow CFADS the starting point for quantitative analysis & debt sculpting Lender ratios for debt calibration & stress testing Debt to equity ratio & drawdown control ADSCR definition & use in the sculpting of mortgage-style repayment The NPV-based ratios (LLCR/PLCR) & sculpting to maintain loan-to-value Control accounts and other Cash Traps Debt-service reserve account Maintenance reserve account Cash sweeps Base case design & sensitivity running Control of input parameters technical & economic Calibrating debt & structuring the repayment methodology/profile Testing for Weakness bank sensitivity analysis Dealing with the toughest issues accept, mitigate or transfer? Getting to the optimum debt level balancing equity against bank funds
Tel +44 (0)20 7017 7190 Fax: +44 (0)20 7017 7802 Email: [email protected] Web: www.iff-training.com/dlprojectfinance
Unit 5
Documenting the Deal
Unit Learning Aims and Objectives Explain the process of documenting a project financing transaction and the components of the major documents with particular reference to the loan agreement itself. Analyse the purpose and structure of the key parts of a project loan agreement especially the control mechanisms incorporated to protect lenders in periods of weak cash flow or at the point of default. Develop an understanding of the way in which material issues are often resolved and how the credit crisis has impacted on loan documentation.
Unit 6
The Project Finance Time-Line & Project Finance Security-Taking
Unit Learning Aims and Objectives Explain in detail the process of negotiating and documenting a limited-recourse financing and the way in which the steps (and their duration) have been impacted by the Credit Crisis. Provide a clear appreciation of the different instruments typically used by lenders to acquire a first-ranking security interest in respect of the project vehicle company, fixed and current assets, project contracts and other rights.
UNIT CONTENT
The Documentation Process
The lender/borrower/counsel interface Different approaches to the term sheet Drafting for completeness with economy
UNIT CONTENT
Steps in the Project Financing Process
Pre-feasibility analysis Financial feasibility analysis using advisers Approaching lenders underwriting/best efforts; financing competitions The Banks credit process Due diligence consultants The documentation process Reaching financial close
Relative Value of Different Security Types Security in Challenging Locations Key Security Instruments:
Guarantees & indemnities Bank guarantees & performance bonds Pledges Mortgages & charges Assignments Security over shares Credit balances Direct agreements
Tel +44 (0)20 7017 7190 Fax: +44 (0)20 7017 7802 Email: [email protected] Web: www.iff-training.com/dlprojectfinance
Each delegate to complete either ELECTIVE PATH A or ELECTIVE PATH B ELECTIVE PATH A TWO UNITS TO COMPLETE
Elective Unit 1
Infrastructure Project Finance
Unit Learning Aims and Objectives Set out in detail the qualitative risk analysis and debt structuring features peculiar to infrastructure project finance. Provide a clear understanding of the variations in financing structure and practice seen in key sub-sectors such as road, rail, port and airports. Test understanding through a detailed financing case study requiring risk analysis and the exercise of judgement on whether a project is bankable and (if so) optimally structured.
Elective Unit 2
PPP/PFI Project Finance
Unit Learning Aims and Objectives Set out in detail the qualitative risk analysis and debt structuring features peculiar to PPP/PFI project finance, the drivers for the establishment of the sector and the key documents which underlie PPP/PFI projects particularly the concession. Test understanding through a detailed financing case study requiring risk analysis and the exercise of judgement on whether a project is bankable and (if so) optimally structured.
UNIT CONTENT
Sector Background
History of/drivers for infrastructure project finance Contractual & legal framework Key project documents the concession & other government agreements
UNIT CONTENT
Sector Background
Drivers for PPP/PFI project finance/origins of the sector Features of PPPs/contractual and legal framework PPP/PFI agreements The PPP process/public sector involvement Investor drivers contractors & financial investors Impact of credit crunch
Local legal issues Concession risk Demand risk who takes it? Construction issues in PPP transactions Operation & maintenance Typical risk allocations
Key lender concerns Typical maturity profile Likely gearing/leverage levels Debt sculpting methodology Pricing Security structures
Case Study
Case Study
Tel +44 (0)20 7017 7190 Fax: +44 (0)20 7017 7802 Email: [email protected] Web: www.iff-training.com/dlprojectfinance
Each delegate to complete either ELECTIVE PATH A or ELECTIVE PATH B ELECTIVE PATH B TWO UNITS TO COMPLETE
Elective Unit 1
Oil & Gas/Mining Project Finance
Unit Learning Aims and Objectives Explain the particular challenges faced by lenders providing limited-recourse finance to projects in the extractive industries, especially where the bank is to accept oil/gas/mineral reserve risk. Provide a clear understanding of the variations in financing structure and practice seen in key sub-sectors such as upstream reserve-based lending, refinery finance, pipelines and storage, LNG and petrochemicals. Test understanding through a detailed financing case study requiring risk analysis and the exercise of judgement on whether a project is bankable and (if so) optimally structured.
Elective Unit 2
Conventional & Renewable Power Project Finance
Unit Learning Aims and Objectives Set out in detail the qualitative risk analysis and debt structuring features peculiar to power project finance, the impact of the power sales arrangements on debt capacity and structure and the differences between conventional (gas and coal-fired) projects and those involving renewable energy sources. Test understanding through a detailed financing case study requiring risk analysis and the exercise of judgement on whether a project is bankable and (if so) optimally structured.
UNIT CONTENT
Sector Background
The hydrocarbon value chain upstream to downstream Petroleum geology & reserves the Bare Bones Mining reserves the Bare Bones Exploration & development licences, concessions & other agreements
UNIT CONTENT
Sector Background
How power markets work Financing power projects in emerging markets Developed/regulated markets Base-Load, Mid-Merit or Peaking? CHP/cogeneration projects Renewable energy & energy from waste
Tel +44 (0)20 7017 7190 Fax: +44 (0)20 7017 7802 Email: [email protected] Web: www.iff-training.com/dlprojectfinance
BENEFITS OF STUDYING FOR A POST GRADUATE CERTIFICATE WITH US A MIDDLESEX POST GRADUATE CERTIFICATE:
I I
Is project based and practical Offers networking opportunities during and after the course Provides exceptional teaching staff Delivers applied learning experiences Combines academic rigour with individual support
Entry Requirements
Participants wishing to undertake the Post Graduate Certificate are required to have a degree or equivalent qualification (or relevant work experience). Participants wishing to undertake the course but not receive the Post Graduate Certificate are not required to have any formal qualifications.
QUALITY
History
Middlesex University is a large London based university with a history in higher education dating from 1878. In 1992 it was granted the Royal Charter making it a university. The university offers a broad range of courses through four academic schools of Arts and Education; Business; Engineering and Information Sciences; Health and Social Sciences and their Institute for Work Based Learning. Middlesex University has over 34,000 students studying on its courses worldwide, both at its own campuses and also with partner institutions, making it one of the largest providers of British university education to international students. Middlesex University has a long history of successful collaborations with the corporate sector. It was the first academic institution to develop industry specific MBA programmes (Shipping & Logistics and Oil & Gas) delivered 100% by distance learning.
The Quality Assurance Agency (QAA) visited Middlesex in the Spring of 2009 and noted in its report that its auditors had confidence in the Universitys current and likely future management of its academic standards and of the learning opportunities available to students.
International Reach
Middlesex University is committed to meeting the needs and ambitions of a culturally and internationally diverse range of students by providing challenging academic programmes. It has a major international business school based in London with overseas campuses in Dubai and Mauritius and a global portfolio of partnerships delivering high quality accredited programmes in business and management. Staff and students come from a wide spectrum of cultures and backgrounds with a common interest in executive education that is world class, modern and applicable. Middlesex University Business School is proud of its dedicated teachers and its rich range of learning resources including distance learning and virtual learning environments.
The university is a major provider of business and management education, with an impressive track record of working in partnership with the public and the private sector, as well as international organisations
Tel +44 (0)20 7017 7190 Fax: +44 (0)20 7017 7802 Email: [email protected] Web: www.iff-training.com/dlprojectfinance
A P P L I C AT I O N F O R M
Brilliant course for introducing project finance It was extremely relevant to my job
Eamon Marais, Gauteng Funding Agency
The Mechanics of
PROJECT FINANCE
DELIVERED BY DISTANCE LEARNING OVER 16 WEEKS
A state of the art modular guide to the world of modern project financing
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Copyright IIR Limited 2012. All rights reserved.
The course materials are protected by international copyright laws. The course materials are only for the use of course participants undertaking this course. Unauthorised use, distribution, reproduction or copying of the course materials in any shape or form is strictly forbidden without prior written consent of IIR Limited.
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