Public-Private Partnerships

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1 Public-Private Partnerships Closing Critical Issues Washington,

2 Background In limited recourse finance, the primary source of debt service is the cash flow generated by the Project will evaluate all factors that could exert a negative impact on project implementation and consider risk mitigation measures to avoid potential loses Structuring the financing under limited recourse, is the art of negotiating and balancing the interest of the different stakeholders

3 Critical Factors Macro Project PPP Contract Social & Political stability Good economic performance and positive economic outlook Reliable, stable & transparent legal and regulatory framework Professional & experienced regulatory entities Political & social commitment and support Developed financial & capital markets

4 Critical Factors Macro Project PPP Contract Economic & financial feasible Adequate return to investors Reputable / creditworthy & experienced sponsor Reasonable Financing Plan / adapted to the possible sources of finance Adequate risks allocation & mitigation

5 Critical Factors Macro Project PPP Contract Clear allocation of risks, obligations & rights among parties Compensation mechanism Grantor s payment obligation in case of termination remedies and step in rights Economic and financial equilibrium Legal and tax stability agreements Arbitration to solve disputes or controversies

6 Risk Allocation Risk Factor Sensitivity Possible Mitigation Construction High Experienced / creditworthy contractor Strong EPC Contract terms & conditions Appropriate budgeted contingencies Standby Equity/Cost overrun facility Completion Guarantee / Debt Undertaking Insurance package Performance Medium/Low Proven technology Technology Performance Guarantee Operation Medium/Low Experienced operator Performance Guarantee Insurance package Revenue Generation Medium Grantor s obligations under PPP Contract Alternative sources of revenue

7 Risk Allocation Risk Factor Sensitivity Possible Mitigation Legal / Regulatory High Stable legal framework Experienced & professional regulator Legal & tax stability agreement Environmental Medium/Low Experienced operator Adequate environmental plan Compliance with local & Equator Principles guidelines Country High/Medium Multilateral Lending Agencies Political Risk Insurance Offshore account structure

8 Project: Type of Contract: Type of Finance: Loan Amount: Loan Currencies: : Term: Amortization: Security Package: Road Concession Project - Peru Improvement of existing roadway and construction of a second roadway (> 300 Km) 25 years BOT Contract, with a guaranteed minimum annual revenue from Grantor (Ministry of Transportation) Limited recourse to shareholders USD 150 million USD and Nuevos Soles CAF & commercial banks 10 years (with a 4 of grace period) Tailor made with significant balloon payment (>50%) at maturity & a cash sweep mechanism Collection Trust Pledge of Concession Company shares Assignment of Concession Contract rights and flows

9 Risk Allocation Risk Factor Responsible Possible Mitigation Construction Shareholder / EPC Contractor Experienced / creditworthy contractor Strong EPC Contract terms & conditions Appropriate budgeted contingencies Completion Guarantee Insurance package Expropriation Government Government responsible of expropriation Construction dateline subject to Government completion of expropriations Operation Shareholder / Revenue Generation Shareholder / Experienced operator Insurance package Conservative traffic projections Appropriate leverage level / Sound Debt Cover Ratios Grantor s Minimum Annual Revenue Guarantee

10 Risk Allocation Risk Factor Responsible Possible Mitigation Currency Risk Shareholder / Re-financing Shareholder / Legal / Regulatory Shareholder / Matching loan currencies with tariff adjustment formula (local CPI & US CPI/Exchange rate) Developed local capital markets Stable legal framework Experienced & professional regulator (OSITRAN) Legal & tax stability agreement Environmental Shareholder Experienced operator Adequate environmental plan Compliance with local & Equator Principles guidelines Country Shareholder / Multilateral Lending Agencies Offshore account structure

11 Public Private Partnerships Sponsor Grantor

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