INTESA SANPAOLO GROUP PPP FINANCING: CASE STUDY

Transcription

1 INTESA SANPAOLO GROUP PPP FINANCING: CASE STUDY Bulgaria Italy Bilateral Cooperation Project Models and Strategies for Public-Private Partnership Rome, 5 th February 2008

2 1. Public & Infrastructure Finance in Intesa Sanpaolo 2. Public Private Partnership 3. Project Finance 4. Case studies

3 Intesa Sanpaolo Group - Overview Intesa Sanpaolo is a new banking group resulting from the merger between Banca Intesa and Sanpaolo IMI. Intesa Sanpaolo is among the top banking groups in the euro zone, with a market capitalisation exceeding 74 billion euro*, and the undisputed leader in Italy, with an average market share of approximately 20% in all business areas (retail, corporate and wealth management). The Group has a selected presence in the countries of Central-Eastern Europe and in the Mediterranean basin, with approximately 7 million customers in 12 countries. Intesa Sanpaolo has the most widespread international network of all Italian banks: with presence in 35 countries. The Group is quoted both on the Milan Stock Exchange as well as the New York Stock Exchange and is a member of DJ Eurostoxx 50 and FTSE EUROTOP 100. * As at January 2, 2007

4 The merger between Sanpaolo IMI and Banca Intesa has also involved the Merger of the two public finance specialized banks of the Group, Banca Intesa Infrastrutture e Sviluppo and Banca OPI. Banca Infrastrutture Innovazione e Sviluppo S.p.A. (BIIS) is the leading bank in Italy and one of the leading European banks in public finance, exclusively dedicated to all the players providing essential public services and involved in public spending. BIIS will supply its clients, i.e. Central Governments, Public Entities, Local Authorities, Public Utilities and General Contractors with a wide range of financial products, both traditional and structured (short, medium and long term lending, Project Financing, Securitization, Asset-Liabilities Management and Financial Advisory.

5 Product Offering ADVISORY ARRANGING FINANCING DEAL CLOSURE STRATEGIC & INDUSTRIAL Market entry strategy Regulation and tariff advice Commercial negotiation Price and value analysis FINANCIAL Financial modelling Contractual Structures Funding options Risk sharing and mitigation Review tender documentation Funding strategy Senior debt Leasing Bonds Equity Security Structure Project financing Bond financing Stand alone Acquisition / Bridge financing Bridge to capital market financing Term debt Underwriting debt Documentation Leading / managing the due diligence process Legal Technical Insurance Modelling Hedging Syndication

6 PUBLIC ADMINISTRATION Intesa San Paolo Group PPP Financing Clients PUBLIC SECTOR COMPANIES PROJECT COMPANIES CONTRACTORS Our customers are based both in Italy and overseas and include: State Government Departments Central government authorities Regional and Local authorities Social security and insurance entities State and local service-providing entities (research, health, housing, culture, education, etc) Utilities (gas, water, Transport, renewables) Companies in which the State is a majority and/or controlling shareholder Companies controlled by Regional or Local authorities Public and Private concessionaires of public services Special purpose vehicles Public-Private Partnerships Consortia of concession bidders Private Sector Contractors Construction Companies

7 1. Public & Infrastructure Finance in Intesa Sanpaolo 2. Public Private Partnership 3. Project Finance 4. Case studies

8 Public Private Partnership vs. Project Finance Public Private Partnership (PPP) is a contractual form of co-operation between the public and the private sector to build infrastructures and to manage public utilities Public Private Partnership (PPP) is a partnership between the public and private sector for the purpose of delivering a project or service Project Finance (PF) is a financial technique to finance the construction and/or operation of an infrastructure and/or service developed as a PPP

9 PPP: The Italian Procedure to Select a Concessionaire - the Private Initiative (D.lgs. 163/2006 art. 153) Authorities Authorities Planning Planning Authorities Authoritiesmake their theirplanning over over a a 3-year 3-year period period Selection of the Infrastructures to be build Private Private parties parties submit submit their theirproposal Project Design Business Plan Selection Selectionof of the the best best proposal proposal Tuning of the Project Documents Tender Tender Tender on the basis of the Promotore s Proposal Public Tender to select the Promotore Concession Agreement (DRAFT) Selection of the PROMOTORE Grant of the Concession

10 PPP: The Italian Procedure to Select a Concessionaire - the Public Initiative (D.lgs. 163/2006 art. 143) Public Tender Public Tender After the selection of the bidder After the selection of the bidder Authorities prepare all the Project Documents Business Planl Public Tender on the basis of the Project Documents Legal Technical Due Diligence Term Sheet Term Sheet Risk Analysis Financing Design and Concession Agreement Insurance EPC Financial Contracts O&M Others

11 The PPP market in Italy in 2007 (1/3) PPP IN ITALY - SECTORS Projects (n.) 2007 Projects (n.) 2006 Total investment costs ( /mln) 2007 Total investment costs ( /mln) 2006 Average Investment costs ( /mln) 2007 Average Investment costs ( /mln) 2006 Utilities & Telecommunications ,1 27,7 Turistic Harbours ,6 22,3 Public spaces/ Green areas ,8 0,5 Cemeterial Buildings ,4 3,7 Waste Management/Disposal ,9 9,7 Sporting Centres ,5 3,4 Parkings ,6 4,6 Urban renovation ,2 6,9 Healthcare/ Hospitals ,5 21,0 Education ,3 3,3 Transports ,2 534,0 Tourism ,3 1,5 Others (1) ,1 3,7 Total ,2 13,3 (1) trade, arts&craft, multipurpose buildings, entertainment etc.

12 The PPP market in Italy in 2007 (2/3) PPP IN ITALY - TYPE OF BID Projects (n.) 2007 Projects (n.) 2006 Total investment costs ( /mln) 2007 Total investment costs ( /mln) 2006 Selection of proposals Concession of Build&Operate under private initiative Concession of Build&Operate under public initiative Concession of services Other TOTAL % -15% Fonte: Osservatorio Nazionale Project Financing

13 The PPP market in Italy in 2007 (3/3) PPP IN ITALY - Amount of investment costs Projects (n.) 2007 Projects (n.) 2006 Total investment costs ( /mln) 2007 Total investment costs ( /mln) 2006 Average Investment costs ( /mln) 2007 Average Investment costs ( /mln) 2006 Amount not known up to ,3 0,4 from to ,8 1,7 from to ,8 3,8 from to ,3 7,3 from to ,2 20,4 Over ,2 458,4 Total ,2 13,3 +11% -15% Fonte: Osservatorio Nazionale Project Financing

14 1. Public & Infrastructure Finance in Intesa Sanpaolo 2. Public Private Partnership 3. Project Finance 4. Case study

15 The Bankability Bankability is, as it sounds, the acceptability or otherwise of a project s structure as the basis of a project financing. Bankability is an art, not a science. It is a very fluid concept, changing rapidly as market practice and sentiment change. It can also be a very deal-specific concept: what is an acceptable balance of risks for one project may not be acceptable for another project with slightly different strengths and weaknesses (Graham D. Vinter)

16 Structure Project Financing General Structure Banks Securities Shareholders (sponsor) Insurance Interest and capital Credit Agreement Dividends Shareholder Funding Agreement Insurances Operator O&M Agreement perfomance Project Company Goods, services Royalty rents Concession Agreement Grantor Contractor EPC Contract Market appalto di servizio o convenzione Final Users Municipalities

17 Main Commercial Contracts in a Project Financing Concession Agreement Construction Contract O&M Contract

18 Main Financial Contracts in a Project Financing Facility Agreement Equity Contribution Agreement Security Agreements Accounts Agreement Intercreditor Agreement

19 III.3 Intesa San Paolo Group PPP Financing Risk Allocation Matrix Constructor Operator SPV Banks Grantor Insurer Change in Law x Construction Risk x x Commercial Risk x Technological Risk x x Authorisation Risk x x x Financial Risk x x Country Risk x x

20 Technical: aimed at evaluating the overall project risk framework, including design, construction delivery, capital expenditure, operation and maintenance, contractual framework, environmental matters and electricity sales and assessing and commenting the risk implications for the Lenders and the Project as a whole; Legal: aimed at reviewing the Project s documents and the legal&tax framework, drafting and negotiating the financing and security documents, assisting to closing formalities, assessing and commenting the risk implications for the Lenders and the Project as a whole; Intesa San Paolo Group PPP Financing Due Diligences Insurance: aimed at defining the proper insurance package for the project.

21 The Concession Agreement: Main Clauses in the View of Bankability Financial Re-equilibrium procedure Banks Step-in right in the Project Documents in case of Concessionaire Default Indemnities in case of Termination of the Concession Contract for Grantor Default or Concessionaire Dafault (Termination Payment)

22 Small Is Really Beautiful? Three issues about the Project Size Is it possible to Simplify the Contractual Structure? Are Due Diligences still necessary? Can Costs be afforded?

23 1. Public & Infrastructure Finance in Intesa Sanpaolo 2. Public Private Partnership 3. Project Finance 4. Case studies

24 DUC Bologna s.p.a. New Building of Municipality of Bologna (Italy( Italy) DUC Bologna spa Project financing Mandated Lead Arranger Year 2004 Rationale New building for the Municipality, without increasing its own debt. Project financing for the funding of the Design, Build, Operate and Transfer of the New Building of the Municipality of Bologna under a PPP scheme with a 30 years Concession Agreement. Borrower: DUC Bologna spa (the Concessionaire ), a special vehicle company (or the Project Company ) established for the purpose of implementing the project by the winners of the bidding process. Total innvestment cost 98 mln, of which about 68 mln are construction costs. The Cocessionaire will enter into a Construction Agreement with a Contractor on a lump sum, fixed price basis. The Concessionaire enter into an Operating Agreement with the Operator for the facility management services. The Municipality of Bologna will pay a rent to the Concessionaire for the all life of the Concession allowing the Concessionaire to repay the debt and to payout dividends to the project company s shareholders.

25 DUC Bologna s.p.a. New Building of Municipality of Bologna (Italy( Italy) Project Structure Nuovo Comune Scrl Adanti CCC Manutencoop Facility Management Spa Adanti COGEI CER CEA Scarl Consortium Servizi Scrl Adanti COGEI COGEI CEA Scarl. C.E.S.I. (CCC) Coop. Costruzioni (CCC) ATI di Progettisti (MCA, Open Project, BETA, NIER, CMR) Banche Contratto di Costruzione Contratto di Progettazione Contratto di Finanziamento Polizze Equity DUC Bologna SpA (SPV) Canone annuale di locazione Convenzione Contributo una tantum Contratto di Appalto di Servizi Contratto di Locazione Autorizzazioni, Permessi CEA Scarl. CER Manutencoop Facility Management SpA (CCC) Locatari delle Aree Commerciali Compagnie Assicuratrici Comune di Bologna Pubblica Amministrazione

26 Frullo Energia e Ambiente Srl - Waste to Energy Project in Granarolo dell Emilia (Bo) Frullo Energia e Ambiente Srl Project financing Rationale June 2002 More funds available for investment. Better value for money. Accelerate the delivery of projects. Use of private sector expertise. The Project consists in design, construction and operation of the new waste-to-energy plant with a capacity of 22 Mwe located in Province of Bologna and moreover, until the new plant will go in operation, the existing old plant handling. Now existing plant, made up in 1973, has a capacity of solid waste treatment of 380 t/day. So New Plant will be able to reach the originally capacity of the older plant (600 t/day) with a total annual capacity of solid waste treatment of 180,000 t/y but with more production of energy. New Plant will produce gross electricity generation for kwh/y and kcal/y of heat.

27 Frullo Energia e Ambiente Srl - Waste to Energy Project in Granarolo dell Emilia (Bo) Project Structure Shareholders: Saebo S.p.A. 51% Actelios S.p.A 49% Guarantees USW Suppliers Saebo S.p.A. USW supply Tarif ( /ton) Shareholders Undertaking Lenders (Project Financing) Facility Agreement USW Suppliers Hospital HW supply Tarif ( /ton) Frullo Energia e Ambiente S.r.l. Heat Purchase Agreement Power Purchase Agreement Insurance Company Insurance Agreement Energy produced CIP6/92 tariff ( Kwh) Energy off taker (GRTN S.p.A.) Contractor Works supply & guarantees Performance & guarantees Heat produced Tariff ( kcal) Heat off taker (Seabo S.p.A.) Construction Contract O&M Agreement Seabo S.p.A & Protecma S.p.A. (Maintenance) Seabo S.p.A & Actelios S.p.A. (Operation)

28 Banca Infrastrutture Innovazione e Sviluppo SpA Infrastructure and Project Finance Via Monte di Pietà,, Milano Maurizio Pagani Executive Director Phone: Fax: [email protected] Carlo Bongianni Phone: Fax: [email protected] Viale Monte di Pietà, Milano Giancarlo Carnelli Phone: Fax: [email protected] Viale Monte di Pietà, Milano Filippo Granara Phone: Fax: [email protected] Viale dell Arte, Roma