Infrastructure Modeling and Legal Analysis for Mexico
Presented in collaboration with:
Part 1 - Project Finance vs. Corporate Finance
- Corporate finance is a balance sheet exercise
- Project finance is a cash flow exercise
- "Cash is King"
- The Time Value of Money ("TVM")
- "A Dollar Day Is Worth More Than A Dollar
Tomorrow"
Part 2 - The Role of the Model & Common Rules
- Reflection of the Project & Financing Documents
- An easily manipulated model to reflect changes in the deal
- A tool to support negotiations
- "Always negotiate off the model and never model off the
negotiations"
- Run different cases and scenarios
- Essential model layouts and rules
Part 3 - The Risk Matrix
- What is Risk?
- A statistical perspective
- A level view of risk
- Risk is not pejorative
- What is Reward?
- Does the reward adequately compensate the
risk?
- "Beauty is in the Eye of the Beholder"
- How do we approach risk from a modeling standpoint?
- Matching risk mitigation with documents and cash flow
Part 4 - Introduction of a Project for Modeling
- The project structure and the model
- Project Documents are financed, not models
- Appropriately representing document structures
in the financial model
- Nominal versus real models
- Real models underestimate real cash taxes
Part 5 - The Project Documents
- Overview of the major Project Documents used for the modeling
exercise
- Which documents can be modeled and which cannot?
- How to translate these Documents to the model
Part 6 - The Assumption Page
- Off-take Contract
- Capacity payments vs. variable-based
payments
- Concept of time-based versus unit-based
contracts
- The cornerstone contract to high-leverage
project finance structuring
- Operational Contract
- Construction Contract
- Fully wrapped contracts versus cost-plus
contracts
- Supply/Raw Materials Contract
- Reserve contracts versus supply contracts
- Financial Term Sheets
- Including quantitative elements of security
packages
- Project Taxes
- Development and construction taxes
- Operational taxes
- Impact of depreciation on operational
taxes
- General Macroeconomic Indicators & Currencies
- Inflation and escalation impact
- Purchasing power parity ("PPP")
- Capital Costs & Project Timing
Part 7 - Operations
- Correctly matching units
- Crossing out appropriate units and tariffs to
arrive at cash
- Fixed and variable costs
- Matching cost drivers to revenue drivers
- Escalation factors
- "How many angels are on a pinhead?"
- Operational taxes
- Accurately assigning appropriate taxes
Part 8 - Construction
- Various draw profile & timing
- Equity first
- Pro-rata
- Philosophy on timing returns and risk
vis-à-vis construction draws
- Interest During Construction ("IDC") & Commitment Fees
- Contract splitting for on- & off-shore costs
Part 9 - Insurance
- Construction
- Operation
- The role in the Security Package
Part 10 - Taxes
- Identifying and negotiating tax holidays
- Matching appropriate domestic and foreign taxes in the model
Part 11 - Depreciation
- Different modeling techniques
- The "Trapped Cash" dilemma
- Thin-Capitalization issues
Part 12 - Financing(s)
- Circularity
- Debt profiles
- Mortgage, or annuity, style
- Level-Principal style
- Sculpted debt
- Currencies
- Matching currencies to revenue drivers
- The FX dilemma, forecasting future spot
rates
- Repayment terms (including grace periods)
- Escrow accounts/funding and/or Letter of Credit
- Model switches and masks
- Coverage ratios
Part 13 - The Income Statement
- Flow of information from worksheet tabs to the Income Statement
Part 14 - The Balance Sheet
- Balance checks
- Addressing Working Capital in the Current Accounts
- Flow of information from worksheet tabs to the Balance Sheet
Part 15 - The Statement of Cash Flows
- Flow of information from worksheet tabs to the Statement of Cash
Flows
- Waterfall of payments
- Trapped Cash
- Cash accounts and distributions
- Issues related to retained earnings
Part 16 - Equity Returns
- IRR calculations
- Addressing NPV and Weighted Average Cost of Capital ("WACC")
- Theory versus reality
- "Don't give away the farm"
Part 17 - Mexico Related Structuring and Modeling Issues
- CUCA
- CUFIN
- Taxable Dividends
- Minimizing Double-Taxation
- Asset Tax
- Thin Capitalization, Subordinated Debt and Allowable Interest
Part 18 - Loan Values
- Calculating present value of the loan
- Calculating average loan life
Part 19 - "Pricing the Deal" and Scenario Analysis
- Review potential risks in the equity model and project documents
- The equity's view
- Lenders' view
- The other participants' views
- Refining role of a risk matrix and reflection in the model
Part 20 - Documenting Changes to the Model
- Downside, Base and Upside Cases
- How to use the model to price and negotiate
- (a) Tables
- (b) Goal seeking
- (c) Logic functions
- Analysis of Liquidated Damages ("LD")
- Delay in Start-up
- Shortfalls in Performance
- Calculate and analyze if they are sufficient in terms of the risk
- Monte Carlo Simulations
- Summary, questions and discussions