In the?project finance?business, deal origination happens through the direct relationship that relationship managers across different sectors enjoy in the industry. Proposals are presented as appraisal notes to either the credit committee or a committee of senior management, whichever is the appropriate sanctioning authority. Due diligence in project finance involves thoroughly reviewing all proposals engaged in a deal.
An appraisal note ideally contains a write-up on the company's background, its management and shareholding pattern, its physical and?financial performance, the purpose of the project being funded, details of costs involved and means of financing, the market for company’s products, prospects and profitability projections,?risk analysis,?and the terms and conditions of sanction.
How is Due Diligence in Project Finance carried out?
Due diligence in project finance is a process that consists of multiple steps to ensure the most comprehensive analysis:
- Assessment of promoter history and background
- Evaluation of the company and project business model
- Legal, due diligence
- Analysis of financial statements?and capital structure
- Determine significant risks associated with the project
- Analysis of tax effects
- Credit analysis and evaluation of loan terms
- Project valuation
Due Diligence in Project Finance – Key Processes
While there are multiple steps when conducting due diligence in project finance, four key processes require significant evaluation.
Assessment of Promoter History and Background
An assessment of the promoters’ history is conducted to ensure the promoters' commitment to the project. The main motive is to identify the background and track record of the promoters sponsoring the project. The following terms are assessed:
- Assessment of group companies?– Involves the in-depth study of various companies promoted by the sponsor. Assessment of group companies is necessary even in cases where no direct support from companies to the project company exists. If the group faces a severe financial crunch, the possibility of diversion of funds from the project company cannot be ruled out. In such circumstances, the lenders must take adequate steps to ring-fence the project revenues.
- Track record of sponsors?– In case of any subsisting relationship with the sponsor, the track record of the sponsors should be studied in light of its relationship. The lender should identify any incidences of default and analyze the causes.
- Management profile of sponsor companies?– Helps in assessing the quality of management. Lenders are typically more comfortable taking exposure with professionally managed companies.
- Study of shareholders agreement?– A study of the shareholder's contract should be done to get clarity on issues such as voting rights of shareholders, representation on the board of directors, veto rights (if any) of shareholders, clauses for the protection of minority interest, the procedure for?issuing shares?of the company to the public and the method of resolution of shareholders disputes.
- Management structure of project company?– A study of shareholders' agreements helps determine a project's management structure.
Evaluation of the Company and Project Business Model
An extensive evaluation of the business model assists the lenders in assessing the project's financial viability. A business model is typically developed in consultation with financial and technical consultants. The lenders need to undertake the following steps while accessing a business model:
- Understanding the assumptions?– Major assumptions are involved regarding revenues, operating expenses, capital expenditures, and other general assumptions like working capital and foreign exchange
- Assessment of assumptions?– Involves evaluating the various assumptions and benchmarking the exact concerning industry estimates and multiple studies. Sometimes the lenders appoint an independent business advisor to validate the assumptions made in the business model.
- Analysis of project cost?– One of the most critical stages in due diligence, as a substantial amount of capital expenditure is to be incurred. The project cost is benchmarked to other similar projects implemented in the industry. Also, there needs to be an assurance that appropriate contingency and foreign exchange fluctuation measures have been incorporated into the estimated project cost.
- Sensitivity analysis?– A business model involves many estimates and assumptions. Some of these assumptions do not materialize, given changing business scenarios. Hence, it is essential to sensitize the business model to specific vital parameters. The lenders need to assess the project's financial viability in light of sensitivity analysis coupled with ratio analysis.
- Benchmarking with the industry?– An analysis of the key ratios in light of available industry benchmarks is helpful in an overall assessment of the business plan.
Legal Due Diligence
Legal, due diligence is usually conducted using an independent legal counsel appointed by the lenders. Legal, due diligence consists of a few steps:
- Determining the rights and liabilities of the different participants within the project scope
- Analyzing the schedule and implementation plan of the project
- Evaluating the appropriateness of liquidated damages if the project fails to deliver as promised
Analysis of Financial Statements and Structure
The following aspects need to be considered when assessing the financial structure and statements:
- Debt to equity ratio?– A good project would ideally have a low debt-equity ratio which helps reduce the debt cost, thereby increasing the net cash accruals. Higher net cash accruals enable the company to build sufficient cash reserves for principal repayment and cushion the lenders.
- Principal repayment schedule?– The lender endeavours to match the principal repayment schedule with the cash flow projections while leaving sufficient cushion in the cash flow projections. One way of safeguarding lenders’ interests is to negotiate the creation of a sinking fund for this purpose
- Sinking fund build-up?– The build-up of a sinking fund or Debt Service Reserve Account is usually established to safeguard the lenders’ interests. Such a fund entails a deposit of a certain amount in a designated reserve account which is used towards debt servicing in the event of a shortfall in any year/quarter of the debt repayment period.
- Trust and retention mechanism?– In projects, a trust and retention mechanism is often incorporated to safeguard the lenders’ interest. The mechanism entails that all revenues from the company be routed to a designated account. The proceeds thus credited to the account are utilized towards payment of various dues in a predefined order of priority. Generally, the following waterfall of payments is established: statutory payments, including tax payments, operating expenditure payments, capital expenditure payments, debt servicing, dividends, and other restricted payments.
