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GLOBAL INFRASTRUCTURE
The use ominipermsin UK PFI
Passing ad orhere to stay?
ADVISORY
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The use o miniperms in UK PFI
Listening to the banks and reading the project nance press, you
would think that mini-perms are the in-vogue funding technique
for PFI transactions, that traditional long-term debt is history and
that banks will only provide short-term lending. This paper considers
whether mini-perms will become the norm for funding UK PFI
projects and, if so, what does it mean for public sector authorities
and private sector bidders in the PFI market?
In order to arrive at the answer to this
question, it is helpul to look at:
The background to why miniperms
have emerged
What is it that is orcing banks to
push this particular debt product?
The eatures o the miniperm
Is it hard, is it sot? What does that
actually mean?
How miniperms are applied in UK
PFI transactions
What does it mean or authorities?
Are they orced to accept the
greater risks? How does it aect
VFM and aordability?
What does it mean or sponsors,
project risk and pricing o bids?
What alternatives exist?
Is there a better solution or
UK PFI?
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Background
The use o miniperms in UK PFI
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The use o miniperms in UK PFI
Mini-perms are not being promoted by banks because of credit issues
with UK PFI assets. Indeed, the credit quality of PFI projects is as
strong as ever and arguably more so given the credit enhancements
we are seeing on recent deals like Manchester Waste and M25.
Mini-perms are being promoted by banks in the UK PFI market
because of i) concerns over long-term liquidity; ii) banks inability
to underwrite and syndicate deals, with the resultant dependence on
clubs for funding; and iii) a certain degree of opportunism among
those banks still in the market.
Liquidity
The real concern or banks is uncertainty
over liquidity their ability to attract
deposits and access the interbank
market at rates that match their lending
commitments.
Typically, banks lend to projects on
the basis o a foating interest rate(threemonth or sixmonth LIBOR)
plus a margin. The LIBOR rate is re-
set (every three months or six months)
by reerence to a screen rate, which
is supposed to refect the market cost
at which banks have been able to und
themselves or attract matching (three-
month or sixmonth) deposits in the
interbank market traditionally a very
smooth, transparent and ecient
marketplace. And the margin simply
represents the banks prot.
ProjectCo will usually swap its foating
rate liability into a xed rate in order to
hedge its exposure to interest rates
which would otherwise move every
three or six months. But the underlying
loan remains linked to LIBOR.This is
the issue because all o a sudden in
todays dysunctional market, banks
are nding that the LIBOR screen rate
bears no resemblance to reality: either
they cannot access the interbank
market or are having to pay a massive
premium (o 200300bps over the
screen rate) to do so. In this context,
lending or periods o up to 30 years
on a mismatched basis doesnt look
very clever hence the move to
shorter tenors.
Not all banks are aected in the same
way, o course and the liquidity
constraints are less o an issue or
banks with strong credit ratings orwith access to a retail sterling deposit
base such that they are less reliant on
the interbank market. Hence, we are
still seeing the UK clearing banks and
some overseas banks with UK deposits
[NAB via Clydesdale and Yorkshire Bank;
and Bank o Ireland via the Post Oce
deposit base] willing to lend long term.
The lowest common
denominator o a club
Another reason miniperms have
become prevalent, particularly in larger
projects, is because o the demise o
the syndication market which means
all deals are being done on a club basis.
With banks only prepared to lend
and hold amounts o 3050 million,
it requires a number o banks to club
together to und most PFI projects.
In this situation the lowest common
denominator tends to prevail so i one
or two banks in a group o eight require
a miniperm, all the banks get it.
Opportunistic behaviour
As many sponsors and advisers will
have observed, there is a certain
amount o opportunism in the banking
community there is much less
competition and, as a result, banks
are demanding miniperms because
they can.
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Inter-bank
MarketBank Project Co
Swap
Bank
6M LIBOR 6M LIBOR + M
6MLIBOR
FixedRate
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What is a miniperm?
The use o miniperms in UK PFI
In simple terms, mini-perms can be broken down into
two products Hard and Soft.
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The use o miniperms in UK PFI
Hard
In the hard miniperm, the bank loan
has a short legal maturity (ve or seven
years) at which point:
The bulk o the loan is stilloutstanding
The sponsors ace an event o deault
i it is not renanced
This could lead to a termination o
the concession or PFI contract
It is an Armageddon situation
and arguably more suited to an
inrastructure acquisition than a
PFI concession.
But it does give the banks a very strong
hand with which to renegotiate the loan
terms at the point o deault rather
than try to guess what the market
interest margin might be seven years
ater nancial close, hard miniperms
give them the opportunity to apply
whatever margin (gearing, cover ratios
and other covenants) are applicable at
the time. To date, however, it has not
been considered let alone adopted in
UK PFI projects which is a good thing,because the orced renancing raises
a couple o major issues: i) hedging: do
you put a shortterm swap in place and
take the risk on interest rates at the
time o the orced renancing, or do
you put a longterm swap in place and
make an assumption about the prole
o the debt that you hope to be able to
put in place at the time o the orced
renancing?; ii) aordability: what
assumption does the authority make
about margins, underlying interest
rates, tenor and amortisation prole
(assuming it takes the risk on all these)
that will apply to the debt at the time o
the orced renancing and, thereore,
what budget approval does it require?
Sot
The sot miniperm has been used in
UK PFI and continues to be promoted
by banks on a number o projects
travelling through procurement.
Importantly, in this case the legal
maturity o the bank loan remains
long term (say, 26 years or a 28year
concession) but two eatures o the sot
miniperm encourage or incentivise the
sponsors to renance the loan by an
earlier date.
First, a margin ratchet: incremental
stepups o 2550bps at certain
dates, which make the cost o
borrowing more expensive in the
event the loan isnt renanced.
Second, a cash sweep: this triggers
at a certain date, ater which some
or all ree cash fow is used to
prepay the debt outstanding rather
than being directed to shareholder
distributions. Sometimes the cash
sweep is structured so that, say,
50 percent o ree cash fow is
swept or prepayment in year 5 and
increases to 100 percent in years 8
or 10. But the eect is the same
the loan is ully repaid several years
short o its legal maturity and the
shareholders suer a long period o
zero distributions. A good incentive
to renance i ever there was one!
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The use o miniperms in UK PFI
Senior Debt Closing Balance and Capital Repayments
300,000
250,000
200,000
150,000
100,000
50,000
(20,000)
(18,000)
(12,000)
(8,000)
(4,000)
-1 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
0
Year
0
Senior Debt Closing Balance and Capital Repayments
300,000
250,000
200,000
150,000
100,000
50,000
0
Year -1 0 1 2 3 4 5 6 7
(20,000)
(18,000)
(12,000)
(8,000)
(4,000)
0
8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
For illustrative purposes only
The graph above represents the senior
debt prole or a UK PFI waste project,
where the debt was structured with
margin ratchets applying in year 7, 10
and 18, and a 50 percent cash sweep
in year 7 climbing to 100 percent cash
sweep in year 10. The top graph shows
the traditional sculpted annuity prole
with a 26 year tenor or a 28year
(3 + 25) concession.The impact o the
miniperm cash sweep can be seen in
the graph above where the eect o
mandatory prepayments shortens the
base case debt tenor to 17 years. In
act, the requirement o the banks on
this project was that the cashswept
debt maturity must always be under
20 years even in the severe downside
scenarios that were tested as part
o the banks sensitivity analysis.
A point to note here is that the eect
o a miniperm will depend on the
type o project.The example used
here was a waste project with a air
degree o merchant exposure and,
thereore, reasonably high base case
cover ratios. On the other hand, a
standard accommodation project with
cover ratios at c. 1.20x would generate
considerably less ree cash in the base
case and, thereore, the eect o the
miniperm cash sweep would be less
pronounced in terms o shortening the
debt maturity.
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The use o miniperms in UK PFI
How are miniperms being applied in UK PFI?
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The use o miniperms in UK PFI 0
Senior Debt Closing Balance and Capital Repayments
300,000
250,000
200,000
150,000
100,000
50,000
0Year
(4,000)
(8,000)
(12,000)
(16,000)
(20,000)
-1 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 280
Senior Debt Closing Balance and Capital Repayments
300,000
250,000
200,000
150,000
100,000
50,000
0
(4,000)
(8,000)
(12,000)
(16,000)
(20,000)
0
Year -1 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
Subordinated Debt Closing Balance and Capital Repayments
120,000
100,000
80,000
60,000
40,000
20,000
0
(7,000)
(6,000)
(5,000)
(4,000)
(3,000)
(2,000)
(1,000)
-1 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
0
Year
Subordinated Debt Closing Balance and Capital Repayments
120,000
100,000
80,000
60,000
40,000
20,000
0
(7,000)
(6,000)
(5,000)
(4,000)
(3,000)
(2,000)
(1,000)
-1 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28Year
0
Dividends Profle
(16,000)
(14,000)
(12,000)
(10,000)
(8,000)
(6,000)
(4,000)
(2,000)
-1 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28Year
Dividends Profle
(16,000)
(14,000)
(12,000)
(10,000)
(8,000)
(6,000)
(4,000)
(2,000)
-1 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28Year
For illustrative purposes only
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The use o miniperms in UK PFI
Another point o interest is how to
hedge interest rate risk when you do
not know what your loan amortisation
is going to look like and you riskending up overhedged i and when
the cash sweep applies. Prudence
would suggest that it is best to swap
the original prole at nancial close
so as to lock in the longterm interest
rate and provide the authority with
certainty, retain the benet o the
underlying swap within any subsequent
renancing (subject to an amount o
reproling at the time) and unwind any
overhedged position i renancing is
not achieved and the cash sweep kicks
in. This fexibility would need to be
addressed upront and accommodated
within the nancing documentation.
It may well emerge that bidders play
a tactical game in relation to the risks
associated with miniperm structures
in order to give themselves a bidding
advantage. For example, a bidder
who is prepared to absorb the risk
o the margin ratchet as well as the
cash sweep might present a more
compelling and aordable oer to the
authority compared to the bidder who
wants to share the risk even though
equity returns would be urther diluted
in the event that the sponsors cannot
renance at or below the preratchet
margin level. It is not such a radical
suggestion, as the IRR impact is not
perhaps as signicant as you might
think.The graphical analysis shown
top right was conducted on a liveproject, showing that the cash sweep
impact is a 0.9 percent reduction in
postSPV, postshareholder blended
IRR but absorbing the margin ratchet
impact only reduces it by a urther 0.2
percent. I you are able to view your
project returns on a holistic basis,
including prots on subcontracts, this
might be a commercial position you are
comortable in oering the authority
i you think the presentational impactexceeds the physical risk.
Beore scaring too many sponsors into
believing that the market will absorb
these risks, it is worth returning to
the question o whether ManchesterWaste and the M25 have changed the
marketplace or whether, in act, they
prove the exception to the rule.
The lower graph below is an
approximate illustration o the
upcoming pipeline o UK PFI deals
by size. For example, i you look
at the 100+ PFI deals currently in
procurement (many o which are stalled
at preerred bidder stage), there are
very ew indeed in the >250 millioncategory.The vast majority o preerred
bidder and pipeline deals alls into the
smallersize categories where there
is still sucient longterm unding
available rom the nonminipermbanks: most BSF, Streetlighting, Social
Housing, Blue Light and Prison deals
all into this category and these are the
sectors where most o action is.
It is only the odd deence deal (like
SARH), road maintenance (like
Sheeld and Birmingham) and waste
deal that will exceed 250 million in
size. And even then, the case or using
miniperm debt is uncertain when you
consider the alternatives available.
Equity
Return (%)
12.2%
11.3% pa
Base Case Cash Sweep
11.1% pa
Cash Sweep & Margin
No. o
Projects
50-100 100-150 150-200 200-250 > 250 Deal Size
(M)
For illustrative purposes only
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Miniperm alternatives
The use o miniperms in UK PFI
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The use o miniperms in UK PFI
Even the larger PFI deals will not need to resort to mini-permstructures if they can take advantage of alternative funding sourcesthat already exist or could be introduced with minimal interaction.
EIB
There is an obvious role or the EIB in
lling the longterm unding gap and
thereby mitigating the move to mini
perms. It is pleasing, thereore, to see
the EIB begin to step up to the plate
with large chunks o longterm cash.
The M80 DBFO road project in Scotland
is a good example, where the EIB lent
more than 50 percent o the debt, in the
process allowing the project to close
with 290 million o traditional long
term debt (and at competitive pricing).
Even more recently, the involvement
o EIB unding helped the Enniskillen
Hospital project close with 270 million
o longterm project debt.The EIB will
not be able to help out all projects, not
least because o its own resource and
policy constraints, and its involvement
in Manchester Waste and M25 did not
avoid the need or a miniperm so
urther alternatives will be required toeradicate the miniperm beast or ever.
TIFU
TheTreasury Inrastructure Funding Unit
is already showing an appetite to break
away rom its initial mandate (as lender
o last resort to projects that cannot
otherwise attract commercial banks
such as Manchester Waste) by taking
a more proactive role in helping project
sponsors to ditch the outlying and
more unreasonable members o bank
clubs so as to keep the overall unding
terms more competitive without
having to indulge the lowest common
denominator every time. Assuming
this new approach does not all oul o
state aid issues, it will certainly help
to get deals done more quickly, more
aordably and without resorting to mini
perm structures. It only requires the
TIFU to fex its muscles in this manner
once or twice or the market to sit up,
take notice and maybe change its ways.
Authority capital contributions
While authority colending is rowned
on by HMT, authorities can still play
a positive role in terms o reducing
a projects unding requirement by
introducing capital contributions to
the construction costs o a project.
The mechanism is reasonably tried and
tested, does not require the authority
to take on excessive construction riskand is one o the most eective ways
o solving aordability constraints.
All the above miniperm alternatives
are here and now. But there are
additional initiatives which could
be introduced to really open up the
banking market. With a small tweak
to the system, HMT could ree up
resources within existing longterm
lenders and, moreover, welcome
additional longterm lenders back intothe market thereby improving the lie
o authorities, sponsors, banks and tax
payers alike. These adjustments might
include:
Competitive dialogue and
preerred bidder debt unding
competitions
At present, a number o authorities
running procurement exercises under
competitive dialogue ask each bidder
at ISDS to submit bids which are
ully unded, i.e. have the support o
sucient banks to secure the whole
debt unding requirement. In the
current market, many bidders play sae
by signing up more than the required
number o banks in order to provide a
level o redundancy in the event that
one o its banks has a change o heart
during the process. For a 200 million
project with our bidders submitting
ISDS bids, this is quite a challenge or
the market to deliver unless sponsorsare content or their bank group to
support more than one bidder which
in itsel tends to undermine the value
o the support because sponsors are
reluctant to share the ull details o their
bid with banks that are talking to their
competitors. Equally, it is more likely
to orce sponsors to accept miniperm
structures while there are sucient
banks in the market to lend 200 million
on a traditional longterm basis, there
are not sucient banks to do it our
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The use o miniperms in UK PFI
times over so some i not all bidders
will need to satisy the shorttenor
members o their supporting
bank group.
It would benet the market enormously
i this constraint could be lited, getting
the best rom the (whole) market via
an open unding competition once the
preerred bidder has been selected
and reeing up banks to concentrate
on getting preerred bidder dealsclosed rather than attending endless
meetings so that bidders can satisy
procurement requirements. Provided
each bidder has the structuring, due
diligence support and commitment o at
least one sensible longterm bank, the
authority and its nancial adviser should
be able to get comortable that the debt
unding or the bid is deliverable in a
preerred bidder unding competition.
All it requires is guidance rom HMT
on the evaluation o bids in the current
climate and, perhaps, a greater reliance
on quality over price when certain
authorities choose their nancial
advisers.
Authority risk share
It is instructive to look outside the UK
to see what other governments are
doing to retain the benet o longterm
lending or their inrastructure projects.
A good example is the approach taken
by the Belgian government to help
close the Liekenshoek Rail Tunnel
project in November 2008. In order
to overcome the interbank liquidity
issue that banks are aced with (i.e.,
the risk that interbank unding costs in
excess o the prevailing Euribor rate),
the Belgian government intervened
by capping the participating banks
exposure to Euribor premia, thereby
removing a key obstacle to longterm
lending. As a result the project was
nanced in the bank market with
626 million o traditional longterm
project nance debt.
Credit Guarantee Facility
Introduced in 2004 as a means o
shaving a ew basis points o the
cost o unding or PFI projects at the
peak o the market, the CGF involved
HMT providing the unding or PFI
projects guaranteed by commercialbanks, the EIB or, in those days, the
monoline insurers. A lot o eort went
into developing the product, standard
documentation was prepared and two
deals (Portsmouth Hospital and St
James Hospital) were closed, both with
commercial banks providing the credit
wrap. Then the scheme was abandoned
when it was discovered that projects
unded in this way appeared twice on
the governments balance sheet.
I ever there was a time to reintroduce
this product, the middle o a credit crisis
when banks are happy with the credit
quality o PFI projects but struggling
to access the interbank market or
unding and the government has
greater concerns than the presentation
o its accounts would seem like a good
time. It would have quite an impact
in terms o increasing the number o
banks active in the longterm end o
the project nance market. When swap
credit margins have increased rom a
low o 5bps p.a. to a mouthwatering
45bps p.a. on some recent deals,
the ability to tap xedrate unding
without a swap would also provide an
immediate saving to authorities and
taxpayers alike.
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Summary
The use o miniperms in UK PFI
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The use o miniperms in UK PFI
Two large (and one small) UK PFI projects have been nancedusing a mini-perm debt structure, but these projects cause afford-ability issues for the public sector and increased risk exposure for the
private sector. There are still a number of banks prepared to lend longterm. When combined with the alternative funding sources available,most PFI deals can still match their long-term assets with long-termfunding. HMT has an opportunity to further improve the climatefor traditional project nance and, thereby, to protect PFI frommini-perm mania.
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kpmg.co.uk
For urther inormation on the
content o this paper or any other
aspect o the project fnance market,
please contact:
Mike Harlow
Tel: +44 (0) 207 311 4227
Email: [email protected]
Jeremy Barker
Tel: +44 (0) 207 311 8156
Email: [email protected]
Nick Greenwood
Tel: +44 (0) 207 694 3769
Email: [email protected]
The inormation contained herein is o a general nature and is not intended to address the circumstances o any
particular individual or entity. Although we endeavour to provide accurate and timely inormation, there can be no
guarantee that such inormation is accurate as o the date it is received or that it will continue to be accurate in the
uture. No one should act on such inormation without appropriate proessional advice ater a thorough examination
o the particular situation.
2009 KPMG LLP, a UK limited liabili ty partnership,
is a subsidiary o KPMG Europe LLP and a member
rm o the KPMG network o independent member
rms aliated with KPMG International, a Swiss
cooperative. All rights reserved. Printed in the
United Kingdom.
KPMG and the KPMG logo are registered trademarkso KPMG International, a Swiss cooperative.
Designed and produced by KPMG LLP (UK)s
Design Services
Publication name: The use o miniperms in UK PFI
Publication number: RRD145467
Publication date: June 2009
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