United States of America. Presentation of financial resources available to US investors in Afghanistan; Financial Tools

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1 United States of America Presentation of financial resources available to US investors in Afghanistan; Financial Tools Kabul, February 2007

2 Research categories for all countries Finance Categories 1. Equity 2. Debt instruments 3. Trade Financing 4. Partnerships 5. Other Countries US Germany France Holland Canada Italy UK Turkey China Japan Iran India Pakistan Russia UAE Saudi Arabia Kuwait

3 Financial tools: Training Schedule February March April US Germany Holland France Canada Italy UK Turkey China Japan Iran India Pakistan One or two countries a week, accompanied by on-the-job training ; i.e. meetings with foreign investors

4 Category 1: Equity What is equity? (definition) Stock or any other security representing an ownership interest. On the balance sheet, the amount of the funds contributed by the owners (the stockholders) plus the retained earnings (or losses). Also referred to as "shareholder's equity". Overseas Private Investment Corporation (OPIC) Within the US government, OPIC provides capital to emerging market investment funds with a mandate to invest in a number of developing countries, including Afghanistan. Please note that OPIC can not make direct equity investments into private companies in Afghanistan (i.e. only indirectly through investment funds) Key Learning Point: OPIC does not provide equity investment in individual companies => OPIC can not make a direct equity investment into a company in Afghanistan.

5 Category 1: Equity How OPIC works with investment funds? 1. OPIC mobilizes risk capital for emerging markets by providing, through guaranties, long-term debt capital to private equity funds. OPIC s involvement often serves to encourage institutional investors who may not routinely invest in emerging markets to participate in such funds. 2. OPIC provides approximately one-third of the fund s total capital. OPIC s financial support, in addition to the equity raised by fund managers from private sector institutions, is directly invested in private companies in emerging markets. 3. The funds are organized by experienced sponsors of previous investment vehicles who raise the funds equity capital through private placement of equity interests with sophisticated institutional, corporate, and other qualified investors. 4. OPIC supplements private equity capital by lending long-term debt (typically with a 10 to 12 year maturity) to a fund. OPIC rules generally limit the amount of debt to one-third of the private equity capital invested in the fund.

6 Category 1: Equity Who is eligible for OPIC funding (for Investment Funds)? U.S. citizens U.S. corporations, partnerships, etc are more than 50% beneficially owned by U.S. citizens foreign entities (companies) wholly owned by U.S. citizens OPIC requires either (1) that the fund manager or general partner be eligible investors, or (2) a significant percentage of the limited partner capital of the fund (typically, an amount equal to 25% of the OPIC financing) be provided by eligible investors. OPIC does not offer any guaranty of the fund s equity, and all equity investments in OPIC-supported funds are fully at risk, and subordinate to any OPIC lending. Financial term: Subordinated Debt A loan (or security) that ranks below other loans (or securities) with regard to claims on assets or earnings. Also known as "junior security" or "subordinated loan". In the case of default, creditors with subordinated debt wouldn't get paid out until after the senior debtholders were paid in full. Therefore, subordinated debt is more risky than unsubordinated debt.

7 Category 1: Equity OPIC Summary OPIC helps capitalizes investment funds in emerging markets, including in Afghanistan. The management of the funds is outsourced to private fund managers. The management companies have the mandate to make direct equity investments into companies in Afghanistan, if Afghanistan in included in the investment mandate of the fund. Equity 2/3 Equity 1/3 OPIC loan OPIC Supported Investment Fund Management company of the fund Contract, including management fee of about 2.5-3% per year Investment Fund ($100 million)

8 Category 1: Equity OPIC Supported Investment Funds OPIC helps capitalizes investment funds in emerging markets, including in Afghanistan. The management of the funds is outsourced to private fund managers. The management companies have the mandate to make direct equity investments into companies in Afghanistan, if Afghanistan in included in the investment mandate of the fund. Attachment: OPIC Investment Funds Other investment funds:

9 Category 2: Debt instruments Which programs does OPIC offer? OPIC Financing provides medium- to long-term funding through direct loans and loan guaranties to eligible investment projects in developing countries. OPIC complements the private sector by providing financing in countries where conventional financial institutions often are reluctant or unable to lend. 1. OPIC s Small and Medium-Enterprise Financing is available for businesses with annual revenues under $250 million. 2. OPIC s Structured Financing focuses on U.S. businesses with annual revenues over $250 million and supports large-scale projects that require large amounts of capital, such as infrastructure, telecommunications, power, water, housing, airports, hotels, high-tech, financial services, and natural resource extraction industries. OPIC can also provide long-term working capital and multiple-year capital expenditure programs. The amount of capital needed for any project can be greater than one financial institution can provide on its own due to per-project limits or diversifications guidelines. As a result, OPIC works with other co-lenders, if necessary, to bring sufficient resources to a given project.

10 Category 2: Debt instruments Which types of debt instruments can OPIC offer? OPIC Financing offers a variety of loan structures to suit the unique needs of the projects it supports. 1. Corporate, Project, and Hybrid Loans 2. Housing and Mortgage Finance 3. Franchise Loans 4. Commercial Bank On Lending Programs

11 Category 2: Debt instruments 1. Corporate, Project, and Hybrid Loans Corporate Finance Loan OPIC makes a loan to the U.S. corporate sponsor of an overseas project. Key criteria: ability of the US company to repay the loan and to offer collateral, rather than to the project company. OPIC can structure a corporate finance transaction more easily and generally at less cost than if the borrower and collateral are in a foreign country. The purpose of the financing is still to support the overseas project. Project Finance Loan OPIC looks to the overseas project for repayment of the loan. OPIC carefully analyzes the economic, technical, marketing, and financial soundness of the project to determine its creditworthiness. There must be adequate cash flow to pay all operational costs and to service all debt. It is expected that collateral, in the host country and/or in the U.S., will be provided to secure the loan. The project sponsors are expected to support the overseas operation until certain specific tests for physical completion, operational implementation, and financial soundness are met. To the extent that project financing is appropriate, sponsors may not need to pledge their own general credit beyond required completion undertakings. Hybrid Loan Structure Hybrid structures, combining elements of corporate finance and project finance, are frequently used. The term hybrid emanates from the cash flow and collateral from the domestic parent company and the project company to craft an acceptable loan structure. Hybrid finance structures can be more costly than corporate finance structures. However, in many cases, the domestic sponsor may already have pledged its assets to its existing local bank. OPIC may see value in the cash flow and collateral overseas that is not seen by a local US bank and thereby obtain sufficient comfort to consider the transaction.

12 Category 2: Debt instruments 2. Housing and Mortgage Finance - available to support low- and middleincome housing in developing countries. Construction and Development Financing Short-term funds to build houses for sale Supports related secondary infrastructure development as well Lease Purchase The installment sales or lease purchase variation allows a developer to offer longterm financing to buyers via a conditional sale or installment sales agreement. OPIC makes a loan to the developer, which is secured by the mortgage collateral. Mortgage Finance OPIC does not fund these loans directly, but provides a loan to a borrower that purchases the mortgages from local financial institutions that originate and service the loans on behalf of the borrower. The borrower must meet OPIC s US ownership and capitalization eligibility requirements. Mortgage Securitization OPIC may offer a guaranty to make bonds more attractive to US institutional investors, which can help to jump start local capital market acceptance of mortgage bonds. OPIC expects that these bonds will be rated by one of the rating agencies. An OPIC guaranty covers timely interest and ultimate principal payment. OPIC may issue a partial guaranty in which OPIC accepts a second or third loss position. Alternatively, OPIC can issue a guaranty of a certain percentage of the total bond issuance.

13 Category 2: Debt instruments 3. Franchise Loans - helping US business franchisers grow by providing long-term financing in emerging markets OPIC requires significant U.S. involvement in franchising transactions (25% ownership by a US small business in the franchisee, or significant involvement of the U.S. franchiser in the project), including: 1. the business concepts and systems employed by the franchisee were originally developed by the U.S. small-business franchiser; 2. a long-term franchise agreement among the U.S. franchiser, the local in country master franchiser, and the franchisee; 3. local use of the U.S. franchiser s trademark or brand-name; and 4. the U.S. franchiser has a long-term financial interest through receipt of franchise fees. 5. OPIC also expects the project to meet the General Requirements outlined in the section on Financing Details. Loan terms for franchise loans generally range between 3-8 years, with an interest-only grace period not to exceed six months. Available loan amounts range from $100,000 up to $4 million. Loans over $1.5 million should generally involve multiple units.

14 Category 2: Debt instruments 4. Commercial Bank On Lending Programs OPIC partially guaranties US commercial banks emerging markets medium and long-term loans to businesses or correspondent banks No US equity or borrower is required for these loans A framework agreement is established once OPIC underwrites a bank s credit policies and procedures: 1. Credit underwriting and servicing is delegated to the bank; 2. OPIC approves projects for Statutory issues; 3. OPIC retains discretion whether to risk share on any loan; and 4. The framework sets risk sharing; OPIC covers up to 75 percent of the loan

15 Category 2: Debt instruments General Financing Requirements All projects or transactions considered for OPIC financing must be commercially and financially sound. Management must have a proven track record of success in the same or similar business and a significant continuing financial risk in the enterprise Equity contribution is essential for a project to succeed; OPIC generally looks for a debt-to-equity ratio in the range of 60/40. The investor s financial plan should provide for all costs, including feasibility studies; organizational expenses; land; construction; machinery; equipment; training and market development expenses; interest payments during construction; start-up expenses and initial operating losses; legal expenses and loan fees; and adequate working capital. OPIC does not offer concessionary terms on its lending or grant-type financing OPIC does not offer financing of export sales

16 Category 3: Trade Financing Back to Quick Select PUBLIC SECTOR PRIVATE SECTOR COUNTRY Up to 1 Year 1 to 7 Years Over 7 Years Up to 1 Year 1 to 7 Years Over 7 Years NOTE(S) Afghanistan X X X X X X 13 Ex-IM Bank: Country Limitation Schedule Trade finance is not available for Afghanistan

17 Category 4: Partnerships No partnership programs found

18 Category 5: Other-Political Risk Insurance Political Risk Insurance (PRI) is available to US investors, contractors, exporters and financial institutions involved in international transactions. Political risk insurance can cover currency inconvertibility, expropriation and political violence, and is available for investments in new ventures, expansions of existing enterprises, privatizations and acquisitions. Benefits of OPIC Insurance Unparalleled experience Unmatched claims handling reputation Up to $250 million per project - for up to 20 years Offers co-insurance and re-insurance with private market carriers to increase capacity for large projects Flexible programs targeted to small businesses What does it cover? 1. Tangible assets 2. Value of investment 3. Earnings or return of the investment Types of Coverage 1. Currency Inconvertibility 2. Expropriation 3. Political Violence 4. Standalone Terrorism 5. Special Coverages 6. Small Business Coverage

19 Category 5: Other-Political Risk Insurance Details & Costs 1. Election of Coverage 2. Coverage elections for most equity and shareholder debt investments are based on a coverage ceiling and an active amount. The coverage ceiling represents the maximum insurance available for the insured investment and future earnings under an insurance contract. Premiums are calculated based on the active amount, which represents the insurance actually in force during any contract period. 3. The active amount under all coverages must equal at least the book value of the insured investment unless a lower coverage ceiling is elected. There is no charge for the difference between the coverage ceiling and the active amount. 4. For most other investment types, premiums are computed based on a maximum insured amount (MIA), a current insured amount (CIA) and a standby amount. MIA = the maximum insurance available for the insured investment under an insurance contract. CIA = insurance actually in force during any contract period. The difference between the MIA and CIA is the standby amount. Separate premiums are charged for CIA and standby amounts. For loans, premiums are charged on the covered amount, the amount of disbursed principal plus accrued interest less principal paid to date, and a standby fee is charged for undisbursed principal.

20 Category 5: Other-Political Risk Insurance Small Business Coverage Small Businesses (annual revenue under $35 million) are eligible for OPIC s insurance wrap, which provides political risk insurance at a reduced rate. The wrap covers risks associated with currency inconvertibility, expropriation, and political violence. No additional paperwork is required to process the insurance wrap. The small business loan borrower may elect this insurance coverage for up to $6 million of its equity investments. Pricing will be based on a one-time fee of $0.70 per $100 of coverage for the life of the OPIC loan up to 15 years. Financial term: Book value 1. The value at which an asset is carried on a balance sheet; the cost of an asset minus accumulated depreciation. 2. The Net Asset Value (NAV) of a company; total assets minus intangible assets (patents, goodwill) and liabilities. Book Value: it is the total value of the company's assets that shareholders would theoretically receive if a company were liquidated. If you compare the NAV to the company's market value, this can indicate whether a stock is under or over-priced.

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