Financing Nuclear Power Projects. Presentation to IAEA Workshop Seoul, Korea March 19, 2014 Euiseung Kim, KEPCO

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1 Financing Nucear Power Projects Presentation to IAEA Workshop Seou, Korea March 19, 2014 Euiseung Kim, KEPCO

2 Tabe of Contents 1. Financing Options 2. Risks Aocation 3. Insurance 4. Financing Panning 5. ECA Finance 6. Case Study 7. Financing Considerations 2

3 1. Financing Options 3

4 Financing Options for Nucear Power Projects Government finance Corporate/Baance sheet finance Fu-recourse A sponsor acts as a borrower or borrower s guarantor. The borrower sha have credit track record satisfactory to enders and is iabe for the repayment and the ender has recourse to the sponsor. The borrowing wi be refected on the sponsor s baance sheet. Project finance Non-recourse / Limited-recourse A borrower is the SPV, an entity set up soey for the project. The borrower itsef doesn t have a credit track record, and the ender has ony imited recourse to the sponsor. The ender hods the pedged project assets and reies on the cash fows generated by the project for repayment. Given the recourse and repayment features above, reasonaby aocating the project risks is key for project finance. Hybrid/Structured finance 4

5 Existing Financing Options for Nucear Power Pants Baance sheet financing by utiities Many utiities are eectricity providers with strong baance sheet. It is ony possibe for a imited number of utiities to fund on this basis Power user investment This is the mode adopted for TVO s reactors in Finand where the equity has argey been taken up by oca energy-intensive industries and oca utiities Utiity joint ventures Many of the European internationa utiities have created Joint Ventures for the construction of a nucear power pant to share the financia, reguatory, poitica and technica risks Pubic private partnership In this mode a government runs a competition for a company to buid, finance and operate a specified project. This is currenty envisaged for some nucear new buid projects Project Finance Debt investors end to a singe purpose entity, whose ony asset is the new power pant and whose ony revenue is from future power saes. There has not been any project financing for nucear power projects yet 5

6 Type of Finance Fu recourse Sponsors are responsibe for the repayment of the debt Limited recourse Sponsors support is imited Non recourse Sponsors are not required to deiver any support to the project Liabiities Non Recourse Limited Recourse Fu Recourse 6

7 Definition of Project Finance A funding structure that reies on future cash fows from a specific deveopment as the primary source of repayment, with that deveopments assets, rights and interests hed as coatera security The financing of a particuar economic unit in which a ender is satisfied to consider the cash fows and earnings of that economic unit as the source of funds from which a oan wi be repaid and to the assets of the economic unit as coatera for the oan (OECD Guideine) 7

8 Why Project Finance? Tax benefit Off-baance sheet finance Borrowing capacity Risk imitation Risk sharing Long-term finance Joint ventures 8

9 Typica PF Structure Government/ Govt. Entity Sponsors & Equity Investors Equity Injection Lenders Suppiers Specia Purpose Project Co (SPV) Buyers (Offtakers) Operator Insurers EPC Contractors 9

10 Features of Project Finance Benefits Costs Project Sponsors Risk Transfer (Limited Recourse) Off-baance Sheet Risk sharing Tax break Higher financing costs Compex contracts Difficuty in negotiation Lenders Higher profitabiity Project risk reduction Reducing information asymmetry probem Difficuty in assessing project feasibiity 10

11 Major Project Participants Sponsor: Utiities, IPP deveoper EPC Contractors Lenders: Banks, Capita Market, ECAs Insurance Providers Project Company(SPV) Off taker: Eectricity utiities, industria user; sometimes state owned or controed Operator Fue Suppier Government Other Parties 11

12 Project Participants : PPP basis Government Sponsors Insurers Off-taker Specia Purpose Vehice(SPC) Lenders Fue Suppier EPC Contractor O&M Provider

13 Project Participants : PPP basis Government Sponsors Insurers Government Guarantee Sharehoder Agreement Insurance Government Guarantee Off-taker Power Purchase Agreement Specia Purpose Vehice(SPC) Loan Agreement Lenders Fue Suppy Agreement EPC Contract O&M Contract Fue Suppier EPC Contractor O&M Provider

14 Project Participants : Utiity Basis Insurers Insurance Owner Nucear Power Pant Loan Agreement Lenders Fue Suppy Agreement EPC Contract O&M Contract Fue Suppier EPC Contractor O&M Provider

15 Project Participants : Utiity Basis Government Sponsors Insurers Government Support Sharehoder Agreement Insurance Owner Nucear Power Pant Loan Agreement Lenders Fue Suppy Agreement EPC Contract O&M Contract Fue Suppier EPC Contractor O&M Provider

16 Contractua Framework Project Agreements Joint Venture Agreement (Sharehoders Agreement) ü Sponsors are required to make capita investments in the project vehice according to the terms and conditions of the sharehoders agreement Concession Agreement (Impementation Agreement) ü Provides concession such as designing, buiding, financing and operating a project to provide pubic infrastructure Power Purchase Agreement ü An offtaker purchase the project s output, i.e. eectricity, based on a preagreed Tariff. It provides the offtaker with a secure suppy of the required eectricity and the project company with the abiity to se its output on a pre-agreed basis. Fue Suppy Agreement EPC Contract (Construction Contract, Suppy Contract) O&M Contracts Land Lease Agreement 16

17 Contractua Framework Finance Documents Common Terms Agreement ü Governs common oan terms between and among the Faciities such as reps and warranties, covenants, events of defaut and mandatory prepayments. Inter-creditor Agreement ü Governs rues of engagement between Finance Parties regarding security interests and other intercreditor reationship matters (i.e., voting) Subordination Agreement ü This governs reationships between Lenders, which have a senior security interest in the assets of Borrower, and the Sharehoders in the event that they advance subordinated oans to Borrower 17

18 Contractua Framework Finance Documents Security / Guarantee documents ü Purpose : Estabish Lenders first ranking securing interest in Borrower s assets, Project documents, interests of Sharehoders in Borrower, subordinated oans from Sponsors and insurances Hedging Agreement ü Provides interest rate and currency hedging (if required) Faciity Agreement Guarantee Agreement, Support Documents Direct Agreements 18

19 Typica Capacity & Utiization Payment Mechanism Capacity payment Debt service recovery Return on equity (ROE) Fixed O&M expenses Energy payment Variabe O&M expenses Fue cost. Etc. 19

20 Typica Capacity & Utiization Payment Mechanism Capacity payment Debt service recovery Return on equity (ROE) Fixed O&M expenses ü Fixed payment designed to cover fixed costs of the project (incuding debt service) ü Indexation of fixed fee refects extent of infation and interest rate risk pass through in contract price ü Payment inked to avaiabiity of the faciity to produce or provide services ü This structure typicay incudes penaties for faiure to make capacity avaiabe and may provide financia incentives for excess capacity 20

21 Typica Capacity & Utiization Payment Mechanism Energy payment Variabe O&M expenses Fue cost. Etc. ü Variabe payment designed to cover variabe operating costs of the project ü Payment inked to the extent to which the eectricity produced or service provided by the project is sod/used ü Amount typicay wi be based on an assumed operating efficiency with an assumed infation indexation ü Project bears risk of operating inefficiencies and mismatches between infation on its variabe cost and the assumed indexation and benefits from operating efficiencies and cost savings 21

22 Contractua Arrangements of PPP Buid-Operate-Transfer (BOT) Buid-Own-Operate-Transfer (BOOT) Buid-Own-Operate (BOO) Buid-and-Transfer(BT) Buid-Lease-Transfer(BLT) Buid-Transfer-Operate(BTO), etc. 22

23 Contractua Arrangements of PPP Buid-Operate-Transfer (BOT) BOT finds extensive appication in the infrastructure projects and in pubic private partnership. In the BOT framework a third party, for exampe the pubic administration, deegates to a private sector entity to design and buid infrastructure and to operate and maintain these faciities for a certain period. During this period the private party has the responsibiity to raise the finance for the project and is entited to retain a revenues generated by the project and is the owner of the regarded faciity. The faciity wi be then transferred to the pubic administration at the end of the concession agreement, without any remuneration of the private entity invoved. Some or even a of the foowing different parties coud be invoved in any BOT project 23

24 Contractua Arrangements of PPP Buid-Own-Operate-Transfer (BOOT) A BOOT structure differs from BOT in that the private entity owns the works. During the concession period the private company owns and operates the faciity with the prime goa to recover the costs of investment and maintenance whie trying to achieve higher margin on project. The specific characteristics of BOOT make it suitabe for infrastructure projects ike highways, roads mass transit, raiway transport and power generation and as such they have poitica importance for the socia wefare but are not attractive for other types of private investments. BOOT & BOT are methods which find very extensive appication in countries which desire ownership transfer and operations 24

25 Contractua Arrangements of PPP Buid-Own-Operate (BOO) In a BOO project ownership of the project remains usuay with the project company for exampe a mobie phone network. Therefore the private company gets the benefits of any residua vaue of the project. This framework is used when the physica ife of the project coincides with the concession period. A BOO scheme invoves arge amounts of finance and ong payback period. Some exampes of BOO projects come from the water treatment pants. This faciities run by private companies process raw water, provided by the pubic sector entity, into fitered water, which is after returned to the pubic sector utiity to deiver to the customers. 25

26 Contractua Arrangements of PPP Buid-Lease-Transfer(BLT) Under BLT a private entity buids a compete project and eases it to the government. On this way the contro over the project is transferred from the project owner to a essee. In other words the ownership remains by the sharehoders but operation purposes are eased. After the expiry of the easing the ownership of the asset and the operationa responsibiity are transferred to the government at a previousy agreed price. For foreign investors taking into account the country risk BLT provides good conditions because the project company maintains the property rights whie avoiding operationa risk. 26

27 Contractua Arrangements of PPP Buid-Operate-Transfer (BOT) Buid-Own-Operate-Transfer (BOOT) Buid-Own-Operate (BOO) Buid-and-Transfer(BT) Buid-Lease-Transfer(BLT) Buid-Transfer-Operate(BTO), etc. 27

28 2. Risk Aocation 28

29 Risk Aocation of Conventiona Power Projects Equity investors Project company EPC contractors O&M provider/operator Host government / Off-taker 29

30 Risks of Nucear Power Projects Decommissioning Risk FM Risk Waste Management Risk Construction Risk Nucear power projects Operating Risk Financia Risk Poitica Risk Environmenta & Socia Risk Reguatory Risk Lega Risk Market Risk Credit Risk 30

31 Risk Trend Deveopment Phase Construction Phase Operation Phase Operating Risks Construction Risk Market Risks Risk for Deveopers Start-UP (Debt Service starts) Reguatory Risks Risk Trend 31

32 Nucear Power Pants When they see nucear power pants, they see.. 32

33 Fukushima Accident 33

34 Construction Deay and Cost Overrun 34

35 Construction Risk Faiure to compete the project A construction deay A cost overrun Faiure of the project to perform we Occurrence of a force majeure (FM) Unavaiabiity of quaified staff, managers and reiabe subcontractors 35

36 Operating Risk Incidents or accidents at pant Incidents or accidents reated to waste fue transport Faiure to attain high capacity factor due to proonged outages Environmenta factors Fue cyce issues (suppy, waste storage) O&M especiay quaity assurance program and nucear reguator competence 36

37 Financia Risk Exchange rates Interest rate Commodity prices Decreases prices of the product by the project Infation 37

38 Poitica Risk War and civi disturbance Expropriation Nationaization and confiscation Creeping expropriation Expropriation of funds Currency inconvertibiity and transfer restriction Breach of contract Breach or repudiation of project agreement by government 38

39 Decommissioning & Waste Management Risk Long term storage issue Uncertainties of decommissioning and waste management iabiities Waste treatment incuding the safety cuture and experience in deaing with radioactive waste 39

40 Reguatory Risk Cost overruns/deays due to safety or design reated reasons Cost overruns/deays due to permitting, etc. 40

41 Market Risk Competitive of the cost of power for off-taker Credit risk of off-taker Amount of risk passed through in power purchase agreements 41

42 Other Risks Credit Risk Sovereign credit risk Corporate credit risk Fue Suppy Risk Environmenta & Socia Risk Force Majeure Risk 42

43 Credit Rating Moody's S&P Fitch rating description Aaa AAA AAA Prime Aa1 AA+ AA+ Aa2 AA AA Aa3 AA- AA- A1 A+ A+ A2 A A A3 A- A- Baa1 BBB+ BBB+ Baa2 BBB BBB Baa3 BBB- BBB- Ba1 BB+ BB+ Ba2 BB BB B1 B+ B+ B2 B B B3 B- B- Caa1 CCC+ CCC High grade Upper medium grade Lower medium grade Non-investment grade specuative Highy specuative Substantia risks Caa2 CCC Extremey specuative Caa3 Ca Ba3 BB- BB- CCC- CC C Defaut imminent with itte prospect for recovery C D DDD / DD In defaut 43

44 3. Insurance 44

45 Insurance OCIP(Owner controed Insurance Program) Construction Period Construction A Risks(CAR) Deay in Start-Up(DSU) Marine Cargo Marine Deay in Start-Up(Marine DSU) Operation Period Property Damage Machinery Breakdown Business Interruption(BI) 45

46 Insurance Construction Period Construction A Risks(CAR) This covers physica oss or damage to work, materias and equipment at the project site where appropriate cover shoud incude mechanica and eectrica breakdown. The eve of coverage is normay on a repacementcost basis, incuding any extra import duties and costs of erection Deay in Start-Up(DSU) This compensates the project company for oss of profit or additiona costs (or at east the cost of the debt interest and fixed operating costs, pus any penaties payabe for ate construction competion of the project), resuting from a deay in start of operations of the project caused by a oss insured under the CAR poicy. Marine Cargo This covers physica oss or damage to equipment in the course of transportation to the project site or in storage prior to deivery. Marine Deay in Start-Up(Marine DSU) Marine DSU covers the same scope as DSU in reation to deays caused by oss or damage to equipment being shipped to the project. 46

47 Insurance Operation Period A Risk The eve of coverage is normay the repacement cost of the project or reevant equipment. This coverage may be spit into property (or materia damage) insurance and machinery breakdown insurance. Property Damage Machinery Breakdown Business Interruption(BI) This is the equivaent of DSU insurance, once the project is operating. Again, the scae of coverage shoud be sufficient to cover osses (or at east interest, penaties, and fixed operating costs) during the maximum period of interruption that coud be caused by having to repace a key eement of the project. 47

48 Insurance Construction Period Operation Period Marine Cargo Construction Insurance CAR/EAR DSU PD, MB Business Interruption Terrorism Insurance Empoyer s Liabiity, Persona Safety Insurance Auto Liabiity Third Party Liabiity

49 4. Financing Panning 49

50 Key Financing Consideration for Panning Specific risks associated to nucear Scarcity of precedents for private sector nucear financing Lack of experience and pre-set position of financia institutions re: nucear financing Large amount of the investment Avaiabiity of iquidity and risk appetite in debt and credit markets 50

51 Primary Concerns for Lenders Long deveopment and construction period Capita cost Reguatory uncertainty First-of-a-kind risk Sustainabiity of government commitment Fue cyce concerns Socia and environmenta acceptance Commitment to internationa regimes Reputationa risk 51

52 Initia Consideration for Financing NPPs Government Support Construction risk Operating risk Reguatory risk Country risk Site seection Technoogy Time frame 52

53 Financing Panning for NPP Exampe : Financing panning Financing Panning ECAs LOIs Financing Strategy Bank Commitment Loan Agreement Financia Cose Refinance Draw Down Phase Pre-FS/FS Bidding Construction Operating Deveopment

54 Project Deveopment Process with Financing Project Identification Phase Project Definition Phase Feasibiity Study Competition Phase (where appicabe) Internationa Bid Contract Negotiation Phase Financia Structuring Phase Financing Competition / Commitment Phase Financing Due Diigence and Documentation Phase Financia Cose Construction Phase Operation Phase 54

55 Financing Transaction Timeine Initia Bankabiity Assessment Preiminary Financing Pan / Strategy Financing Deveopment/ Marketing Due Diigence Documentation Signing and Disbursement Preiminary discussion with Sponsor / Borrower Basic project information Review and anayze the information to issue an LOI Prepare/Review Proje ct teaser/preiminary Information Memoran dum, Financia mode Seect enders consutant Agree to a financing structure Lenders seection (RfP, receipt of proposas, etc.) Review a term sheet Agree to the term sheet (fina) Review the Informatio n Memorandum, financia mode, etc. Review enders consutants reports Obtain enders board approva Review a finance documents with the agreed term sheet. Agree to the finance documents Sign the finance documents Conditions precedent First drawdown Issue commitment / acceptance etter 55

56 Risk Aocation and Financing Process Risk Aocation Risk Mitigation Sensitivity Anaysis Project Concept Risk Identification Financia Mode Commercia Structure Risk Identification Outputs Risk Matrix: (i) Identification (ii) Aocation (iii) Mitigation Commercia Contracts Financing Documents 56

57 Sources and Uses of Funds Uses of Funds Sources of Funds 57

58 Uses of Funds Construction (EPC) contract price Financing costs (interest rate and fees) Insurance premiums Deveopment costs Deveopment fees Project company costs Start-up costs Initia spares Contingency, etc. 58

59 Sources of Funds Equity finance Loca investor Foreign investor Mezzanine finance Sharehoder oan, CB, etc. Debt finance ECAs Commercia banks Loca banks Infrastructure funds Isamic finance Project bond/capita market, etc. 59

60 Sources of Funds Internationa Financing Sources Export Credit (Export Credit Agencies) Commercia bank oans Internationa bonds Foreign investors equity capita Internationa Capita Market Loca Financing Sources Investor s own resources Equity capita Utiity s interna cash fow Debt capita Domestic bonds Loca bank credit from commercia sources Deveopment bank credit Isamic finance 60

61 Isamic Finance Instruments Ijara Mudaraba Sukuk Murabahah Musharaka Istinaa Isamic ease Instament sae, Profit sharing financing Isamic asset backed bond Resae of goods & cost pus financing Equity Participation Commissioned Manufacture 61

62 5. ECA Finance 62

63 ECA Finance Advantages/Disadvantages Item Competitive Pricing Long Tenor Advantage Cash Fow Matching Fexibiity Low Capita Consumption Diversification Disadvantage Time 63

64 ECA Insurance Cover/Guarantees ECAs provide insurance cover/guarantees to ending banks to mitigate the poitica and commercia risks entaied in financing transactions Guarantees are provided in return for a premium charge by the ECAs (i.e. an insurance premium). Insovency Protracted Defaut Commercia Risks Project Poitica Risks Transfer/ Convertibiity War / Expropriation Natura Disaster Government Contract Deficiency Comprehensive Risk Cover = Commercia Risk Cover + Poitica Risk Cover 64

65 Export Credit Agencies KEXIM (Export-Import Bank of Korea) K-SURE (Korea Trade Insurance Corporation) JBIC (Japan Bank for Internationa Cooperation) NEXI(Nippon Export and Investment Insurance) US-EXIM(Export-Import Bank of the United States) OPIC(Overseas Private Investment Corporation) COFACE(Overseas Private Investment Corporation) EIBC(Export-Import Bank of China) (SINOSURE) China Export & Credit Insurance Corporation 65

66 OECD Guideine The Arrangement on Guideines for officiay Supported Export Credits Coverage: 85% of the export contract vaue The credit premium: 100% of the credit premium can be financed The maximum repayment term: 18 years Repayment: Equa principa repayment, annuity repayment Interest rate: CIRR(Commercia Interest Reference Rates) Minimum Premium Rate(MPR) 66

67 OECD Guideine - CIRR 67

68 Suppier Credit Direct Loan Exporter (e.g. EPC contractor) Shipment / Service Buyer Export Credit Direct Loan Repayment ECA 68

69 Buyer Credit Direct Loan Exporter (e.g. EPC contractor) Cash Payment for Export Vaue* ECA Shipment / Service Export Credit Direct Loan Repayment Buyer 69

70 Buyer Credit Covered Loan Exporter (e.g. EPC contractor) Cash Payment for Export Vaue* Bank Shipment / Service Export Credit Covered Loan Repayment Buyer Guarantee / Insurance ECA 70

71 Untied Program Direct Loan Direct Loan ECA Repayment Borrower (Overseas entity) Korean Interest 71

72 Untied Program Covered Loan Covered Loan Bank Repayment Borrower (Overseas entity) Korean Interest Guarantee / Insurance ECA 72

73 Overview of Korean ECAs KEXIM K-SURE Lega Entity Name The Export-Import Bank of Korea ( KEXIM ) Korea Trade Insurance Corporation ( K-sure ) Purpose of the ECA To support Korean enterprises in conducting their business overseas To promote Korean enterprise s export, overseas investment, and other overseas business activities Lega Status Whoy State-owned Bank Whoy State-owned Corporation Estabishment (Year) (Previousy, a department within KEXIM) Formery KEIC, renamed to K-sure in Juy 2010 Governing Authorities The Ministry of Strategy and Finance (MOSF) The Ministry of Knowedge Economy (MKE) Products Direct Loan, Guarantee Insurance Sectors Power, green energy, petrochemica, oi & gas, metas and mining, shipping, etc. Power, green energy, petrochemica, oi & gas, metas and mining, shipping, etc. Website 73

74 Summary of Korean ECAs Programs Tied Untied Criteria Eigibe Transaction K-sure KEXIM K-sure Korean exporter KEXIM Korean equity investor, offtaker, EPC contractor and/or O&M operator Maximum Amount 85% of Export Contract Vaue + IDC + Premium 100% of Senior Debt Cover Up to 100% Poitica + Commercia Risks Tenor Guided by OECD Consensus Overa Assessment Max 18 years Yes Under OECD Guideines, Limited Appication Min: 2 years Max: Case by case basis No Fexibe, Cost Effective with Longer Tenor 74

75 6. Case Study 75

76 Case Study : Finand 76

77 Case Study : Turkey 77

78 Government Support - US Energy Poicy Act Federa oan guarantee 80% of project cost Production tax credit $18/MWh 6,000 MW eigibe $125m/1000MW per year Risk Insurance(stand by support) Deay protection from icensing or itigation Price-Anderson act Nucear iabiity insurance 78

79 7. Financing Considerations 79

80 Consideration to Financing Panning Loca sources of funds Credibiity of sponsor/host government Government support Independent nucear reguatory Eectricity market (dereguated vs reguated) Financing precedents Contractua structure Investment structure Pubic acceptance Management of spent fue and waste and decommissioning Nucear third party iabiity Timeine 80

81 Host Government Support for Financing Reguatory certainty Poitica and economic stabiity Cear pubic acceptance of nucear power Financia support to the projects 81

82 Thank you Euiseung Kim Senior Manager / Project Finance Nucear Project Export Promotion Dept / KEPCO

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