Let’s pretend you’re the CEO of Big Energy Corporation. Your company has been around a few years, has some intellectual property and other assets, and you are thinking about doing a new project. But projects can be risky - what happens if that project goes wrong? You can’t lose these other assets you’ve worked so hard to develop, but this project looks like a great investment. What’s an energy company to do? Well, maybe project finance is the answer.
What is Project Finance?
Project finance is essentially a way to get a project done while protecting the other assets a company might have. As the project sponsor, your company, Big Energy Corp., that wants to build the project, would essentially set up a second company that will build the project. This smaller company is known as the project company; we’ll call it Little Energy Co. Big Energy will own most or all of the equity in Little Energy and likely will run the day-to-day operations, too. Additional funding will come from independent lenders, who will give Little Energy loans. If the project goes wrong for any reason, Little Energy will go bankrupt, but, as the project sponsor, your company, Big Energy, won’t be responsible for repaying any of Little Energy’s debts. Although a little complicated, this kind of arrangement is used all the time in energy, infrastructure, and construction projects. In the case of energy projects, let’s break it down a little further.
As the project sponsor, the company looking to do the project, Big Energy, could be a wind developer planning to build a new wind farm, an oil company starting development of a new resource, or a transmission company planning a new transmission corridor. An established company, this business has assets, liabilities and equity on its balance sheet. It would also have the in-house expertise to evaluate projects in the field and the connections to get them done. Even so, the equity holders in companies like Big Energy Corp. want to limit their risk in case the project doesn’t work out
To limit the risk to investors, a project sponsor will create an independent project company, whose equity they own (at least in part). This independent (from a business and legal perspective) project company will own all the assets associated with the project, such as real estate or equipment, and be able to enter contracts and take loans for the project. These loans, based on the predicted cash flows of the project, are what is usually referred to as “project finance." Often the project company will cease to exist after the loans are repaid, leaving the assets to the project sponsor to be put on its balance sheet.
The capital to build the project is loaned to the project company by lenders, often with a small amount also provided by the project sponsor, like Big Energy. Although each project is different and many different types of loans (working capital loans, construction loans, bank credit facilities, etc.) may be necessary, these lenders can be relied on to loan you the money, as long as you give them a return that makes it worth the risk. Lenders may also be looking to gain tax benefits from their investment, for instance, gaining tax credits that can’t be used by you or your project company due to the lack of profits.
Finally, the project company has many suppliers under contract for things ranging from capital equipment to labor to the utility that will purchase the energy generated. These companies provide labor or other services, but in each case they will work under a clear contract that helps the project company predict expenses or, in the case of a utility offtake (or power purchase agreement, PPA) agreement, predict revenues. These relationships with reliable suppliers lower the risks to the investors, and as a result, the cost of the loans to the project company.
What Can Use Project Finance?
Although project finance is common in the energy field, not all projects in energy are an ideal fit for this kind of financing. When deciding on the right kind of financing to pursue for a particular project, the criteria generally have to do with profits, size, and risk. However, projects that fit the general profile of project finance may not find the needed capital.
One of the first and more important evaluation criteria is whether the margins of the project are right for a project finance situation. In our hypothetical example: will Little Energy generate sufficient revenue to pay back your lenders and provide a return to investors? Are the costs and revenues predictable or, ideally, contractually guaranteed (e.g. under a power purchase agreement)? Investors will look for contracts or historical data that demonstrate that the revenues will be sufficient to cover both the original loan amount, plus the additional required return, plus a cushion, just in case anything goes wrong.
A second important factor for consideration is the size of the project. Although you might have lots of different kinds of investors, the overhead costs of setting up this kind of financing makes it prohibitive if the amount of capital needed is too small. On the flip side, requiring too much capital may scare off investors or raise the cost of capital for the project. These costs mean that if your project requires less than $50 million in loans, it’s probably too small and not ideal for this form of financing.
Finally, most other evaluation criteria can be classified as risk. While we’re planning to explore risk in depth later this year, many factors determine the riskiness of the project. Are there enough physical assets to cover the loans in the case of bankruptcy? Is the technology well established? Are the suppliers reliable? Who has ultimate control over the project? How transparent are you willing to be? The answers to each of these questions affects the willingness of lenders and investors to commit money for a given return, ultimately making or breaking the project.
Why use Project Finance?
Given its complicated nature, why would you choose to utilize project finance instead of other options? In general: to protect your assets. Because project finance sets up an independent company with an independent balance sheet, your other assets aren’t at risk in the case that something goes wrong. Additionally, by having your project company, in this case, Little Energy Co, take on the debt, the sponsoring company, Big Energy, doesn’t have to carry these loans on its balance sheet, making Big Energy more attractive to potential investors and giving them more debt capacity. Finally, especially important to renewables, this kind of structure can allow a company without taxable income to capture the value of tax benefits created.
On the downside, a sponsoring company gives up a substantial amount of control and potentially raises the cost of capital for the project by creating a project company. If Little Energy fails and defaults, Big Energy will not get anything back, because the lenders will take control of Little Energy. Without Big Energy’s assets as collateral for any debt that Little Energy assumes, lenders can, and generally will, demand a higher return. Even with these downsides, many projects still utilize project finance.
Conclusion
In the end, project finance is just a way for you, as the leader of an energy company, to get lenders to help you build the project you’ve had your eye on, but limit your risk if anything goes wrong. It might not seem the most straightforward option, but you get your project, lenders get their returns, and the world gets wind farms, oil pipelines, and natural gas plants.
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1. What is project financing? |
2. How does project financing differ from traditional financing? |
3. What are the key advantages of project financing for entrepreneurs and small businesses? |
4. What are the common challenges faced in project financing? |
5. How can entrepreneurs and small businesses increase their chances of obtaining project financing? |
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