Delivering investor perspectives on what makes a project financially viable and attractive for them. Deconstructing facets of a financial proposal to

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2 Delivering investor perspectives on what makes a project financially viable and attractive for them. Deconstructing facets of a financial proposal to ensure you are covering all bases appropriately. Delving into issues of cash flow, equity commitment and credit enhancement that all contribute to a strong proposal. Determining how to calculate the real ROI of your project plan for your shareholders and decision makers. Considering contingency plans to show that you have accounted for potential risks.

3 Before investors (debt or equity) look at financial viability, they will first want to know that a project meets non-financial quality criteria, including solid government regulatory approvals, technically viable engineering design, reputable manufacturers and EPC contractors with proven experience, clear title to land and a coherent environmental plan and social strategy. Developers must have thought through these issues and must be able to articulate them and support their assertions in clear language. Risks on any of the above issues must be disclosed with transparency, accompanied with coherent mitigation plans. Investors know that there are risks in developing hydro projects, and know what those risks are. Being upfront about them will ensure credibility and trustworthiness.

4 Investors will also look at the project s commercial strategy. Is obtaining a PPA always the best commercial approach? PPA s are structured to obtain the lowest marginal prices available. If your market has adequate supply of production for its demand, or if the rules of engagement are not clear, a PPA will be a good idea. If your investor is a lender, a PPA will likely be required. Banks are in the lending business and they want identifiable and steady sources of repayment. Banks understand risk, but they want manageable risk. If your market has high demand and insufficient supply then it may be better to place your output on the spot market (or a combination PPA/spot), provided that the rules of engagement are clear and stable. If your investors are potential equity partners they will want returns on their investment at or above target ROI rates, so they may have higher risk appetites (provided risk mitigation strategies are coherent). Placing production on the spot market or selling to a large private off-taker may be a suitable commercial strategy. Target ROI rates (indicative): 8% for operating facilities and 15%+ for project finance. These rates are not the same for all markets or all projects. Markets with lower liquidity and projects with higher risks will require higher ROI s. Bank lending rates (depending on the jurisdiction) are in the 7-8% p.a. range(dollar - based lending).

5 My contention is that a financial proposal is part of an overall project proposal and you cannot look at finance in isolation. There are multiple project facets, as mentioned earlier. They all need to be evaluated in an in integral approach before investment decisions can be made. Let s look at some of these facets: Developer: No industry experience necessary, provided he is surrounded by good advisors (legal, technical and financial). Sound financial standing. Ethics and business experience beyond reproach. Transparency in disclosure of financial and legal standing. Legal and regulatory issues: SPV s and holding companies (if any) with solid financials and credit worthiness and no pending or hidden litigation. Government concessions approved and valid, with ample lead times to build. Environmental impact studies approved by regulatory agency.

6 Land, environmental and social issues: Clear title to land (or long term lease contracts that are legally enforceable). Environmental mitigation plans, especially if there are large areas to be inundated. A responsible social strategy that takes into account real community needs, as perceived by residents. Token offerings and condescending attitudes will be very counter-productive. BUT make sure there are legal remedies available in case of unrealistic demands on the part of speculators. Eminent domain laws exist in most jurisdictions. This should always be a last resort. Technical considerations: Reliable studies (hydrology, geology, topography) should be commissioned. Good design based on these studies. Design is not cheap, and it should not be. It can make the difference between a good and lasting project and a bad or dangerous project. Always err on the side of caution. Equipment procurement should be managed in conjunction with designers. Price should never be the sole criteria for purchasing decisions.

7 EPC considerations: There are many engineers, technical specialists, contractors and equipment manufacturers out there. Many are good, but not all of them. Research background, expertise, local experience, prior projects and legal and financial due diligence. You want to know who they are, what they have done and what problems, if any, they have encountered or created. Ask for references. Engineering and design: large firm vs. independent professional? Cheap equipment, tempting as it may be, is not always the best equipment. What is the real cost of equipment (list price + CIF + local transportation + installation + finance costs). Interview civil contractors. Have them review engineering. Ask them to tell you what they think of the equipment. Ask about labor issues (unions, strikes, lockdowns). Will they give you a closed priced with adequate guarantees in case of cost overruns? Conduct an internal bidding process after you qualify them for adequacy. Again, the cheapest are not always the best (and usually, they are the worst). Financial considerations: next two sub-topics

8 My old boss at Bank of America used to say: Profits pay the doctors bills but cash flows cure a lot of ills. Our goal as developers and investors is to maximize a project s cash flow streams. This is done the old fashioned way: increase income and contain costs and expenses. Increase income: Have we built an efficient plant: adequate yearly production, plans for dry season reduction in output? Do we know our real output capacity is? Our projections should err on the side of caution. Do we enter into PPA s or sell to large off-takers? If so, we will have consistent but lower pricing and income. Are they reliable customers? Do we participate in the spot market? If so, our income will fluctuate. Are the fluctuation risks manageable? Are there fiscal and other non-operational benefits (carbon credits, etc.) available and, if so, for how long?

9 Contain costs and expenses: Have we considered all of a project s costs and expenses and do we know how to contain them? Efficient O&M (standard mechanical and advanced technology). Insurance: liability, equipment malfunction or loss, future loss of income. Reinvestment for plant optimization. Environmental monitoring and protection. Community relations and activities. Fluctuating interest rates (have we included this in our financial modeling?). Contingency plans. Equity Commitment: Do we know who our potential partners are? Due diligence is essential. What does each partner bring to the table (besides money)? Is their investment strategy aligned with ours? Operating vs. exit. Do we have clearly defined roles and responsibilities? Does each partner know the rules of the game? Do we have a well constructed shareholders agreement? Have we reviewed financial projections together and agreed on them?

10 Credit enhancement: Credit enhancement, in my opinion, is nothing more than doing all of the above things well and being able to put them into a sound and well-presented business plan and financial forecast. As mentioned earlier, banks want to see manageable risk, so if we are seeking credit, it is best to know this and plan for, perhaps, lower returns via PPA s. Banks will analyze a project from several angles: commercial, legal, technical, environmental, regulatory, financial. And you will pay for it. Not all lending is created equally: Commercial banks have lending limits to avoid portfolio concentration and for risk mitigation. Commercial banks will often not go it alone for the above reason. A syndicate is usually formed, but that brings added costs in addition to interest rates. Commercial bank rates can be high, terms short and debt/equity ratios higher (70/30, 65/35). Multilaterals have somewhat more flexibility and lower costs, but are slower to act. Export financing is an excellent alternative. Often,export promoting agencies will lend at very low rates, very long terms, low debt/equity ratios (85/15)and will lend for civil works as well as equipment purchases (provided contractors from their country). Make sure to check for equipment quality.

11 A project will yield certain returns depending on income generation and cost and expense contention, as we saw above. Those returns will be shared: By the banks, if lending is part of the financing equation. By the communities, if there is a community and environmental action and investment plan. By the government, in the form of taxes and fees. And finally, after all of that has been subtracted, by the shareholders. Know your numbers: What is my target ROI? What is my real output capacity? What is my real income potential based on capacity and my commercial strategy? How well did I negotiate pricing on equipment and EPC? How efficient is my O&M? Did I set aside a contingency fund that will not affect expected ROI if needed? Did I get the best financing deal available? If not, can I refinance? Make sure your investors and lenders know your SWOT s. No surprises.

12 Three stages of risk: pre-construction, construction and operation. Pre-construction risks: Government permits in a timely manner. Navigating potential corruption. Never permit this to happen. Negotiating with communities, with environmentalists and with environmentalists. Equipment and EPC decisions. Did I make the right choices? Construction risks: Technical studies (hydrology, geology, topography) consistent with on-the-ground realities. Ability of contractors to perform according to plan. Labor issues that could delay work. Unseasonable weather patterns. Operating risks: Plant malfunction or catastrophe. Changing market conditions/changing regulatory framework/changing economics/changing weather patterns. If all risk could be foreseen and avoided, it would not be risk. Be wise.