Public Private Partnerships August 21, 2014 SSF Archived Climate - - PowerPoint PPT Presentation

Public Private Partnerships

August 21, 2014 .

Renewable Energy on Institutional Property Webinar Series June through September 2014

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Roger Feldman

Andrews Kurth LLP

Edward Saltzberg

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Archived Webinars in the Series

• June 2nd – Renewable Energy Policy
• June 26th Webinar #1 – The US Federal Agency Market: Meeting Energy Reduction and

Renewable Energy Mandates

• July 10th Webinar #2 – Renewable Energy Technology Applicability
• July 24th Webinar #3 – The Effective Marriage of Renewable Energy and Energy

Efficiency in an ESCO Contract for Municipalities, and Educational and Hospital Campuses

• August 7th - Webinar #4 – The Intersection of the Microgrid, Renewable Energy, and

Storage

• August 21st Webinar #5 – Public Private Partnerships (PPP)

Registration Open

• September 4th

Webinar #6 – The Leading Edge of New Energy Efficiency and Renewable Energy Technologies Coming to the Market

• September 18th Webinar #7 – Developing the RFP

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January 27-29, 2015

at the Hyatt Regency Crystal City near Washington, DC www.ncseonline.org

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Series Sponsors

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Moderator

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Roger Feldman's practice at Andrews Kurth LLP, focuses on the project finance of all types of renewables and clean technology energy and environmental applications. He has previously chaired the project finance groups of three major international law firms. Roger's public service includes positions as the Deputy Administrator for Finance and Environment, U.S. Federal Energy Administration and with the White House Staff, U.S. Dept. of Defense (Systems Analyst) and the U.S. Environmental Protection Agency (Financial Advisory Board).

Meet the Panelists

Robert Johnson, CEO of Hannon and Armstrong, a firm that makes debt and equity investments in sustainable infrastructure projects. It focuses on profitable projects that increase energy efficiency, provide cleaner energy, positively impact the environment or make more efficient use of natural resources. John Ravis, is a principal with Scully Capital, which specializes in a broad range of investment banking and financial advisory services to domestic and international, public- and private-sector clients. John has over 19 years of experience in energy project finance and development as a lender, an investor, and as a developer. Seth Miller Gabriel, The Institute for Public-Private Partnership (IP3): Established in 1994, IP3, a Tetra Tech company, is a leading training provider and advisor to governments, financial institutions and public services providers in the growing international infrastructure marketplace. Seth is a leader in the industry and a former Deputy Executive Director of the National Council for Public-Private Partnerships (NCPPP), the only non-profit

• rganization in the United States focused solely on the growth of the utilization of the

partnership model.

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Agenda

 Introductions: Roger Feldman  Overview: Roger Feldman  Panel Briefings

 Robert Johnson, Hannon and Armstrong  John Ravis, Scully Capital  Seth Miller Gabriel, IP3

 Panel Discussion  Audience Questions (submit through side panel)

(Please take the brief exit survey)

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Successful Deployment of Renewable Energy on Government and Institutional Property:

The Pivot Point for P3 Successes

by Roger D. Feldman Andrews Kurth LLP rogerfeldman@andrewskurth.com Security and Sustainability Forum August 21, 2014 1:15 – 3:45 PM (ET)

Structure of Presentation

I. Public-Private Partnerships: An Overview II. Renewables Procurement: DoD P3 Options

• III. Future Issues for DoD Procurements of Renewables
• IV. Keys to P3 Success:

Risk Allocation

• Jeff Eckel, Hannon Armstrong

Financing Terms

• John Ravis, Scully Capital

Government Response Capacity  Seth Gabriel Miller, Tetra Tech/iP3

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• I. Overview
• A. General Principles
• 1. The P3 approach is not a generic panacea. It is one

means to combined provision of facilities; infrastructure-related services; management

• versight
• 2. The P3 approach is pragmatic: the traditional public
• vs. private function “privatization” debate is more or

less over

• 3. P3 drivers for governments are generally some

combination of

a. needs to overcome financial constraints b.

• btaining specialized expertise

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• I. Overview
• B. Key Issues
• 1. Inevitable tensions result from using the P3

approach: source of capital and operating payments; risk; quality and quantity of service; cost controls

• 2. Additional complications arise when P3s are also

intended to achieve new policy goals, such as:

a. renewables purchase; b. renewables ancillary technology-forcing goals (e.g., storage; microgrids)

• 3. Key to Issue: need for firm cash flow to support all

financing requirements for P3s (including those created by policy requirements)

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I. Overview

• C. Government Procurement Strategies for P3

Acquisition of Renewable Energy

• 1. Procurement is the “Pivot Point” for resolution of

these competing P3 concerns

• 2. P3s for renewable energy are only as good as the

scope, ingenuity , flexibility and financeability made possible by innovative procurement strategies

• 3. DoD’s efforts to use P3s to achieve accelerated use
• f renewable energy are illustrative of these

procurement strategies

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I. Key Applicable Laws – An Overview

• The Target: 2010 National Defense Authorization Act –

25% of total facility energy use to come from renewables by 2025

• Overview: Renewable Energy Procurement for Military

Installations: Renewable energy development project on military installations may be accomplished using one or more of the following general development approaches.

• FAR contracting (FAR Part 41, FAR Part 12) – commonly described

as a “PPA” and includes leasing of land for project sites (10 USC 2922a) [Arrangement for Third Party Supply]

• Contracting with Utility Providers to Installations (40 USC 501)

[Utility Privatizations]

• Enhanced Use Leasing (10 USC 2667) [ Utilization of Real

Property in Third Party Transactions]

• Energy Service Contracts-UESC/ESPC (42 USC 8256; 10 USC

2915) [Shared Savings Arrangements]

II. DoD Renewables Procurement Options

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II. DoD Renewables Procurement Options

A. Power Purchase Agreements – Arrangements for Third Party Supply (10 USC 2922a) 1. Provision and operation of a private energy production facility (on military land

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private land) and the purchase of energy from the facility 2. Permits contracting for periods of up to 30 years 3. Firm cash flow requirements – contract standardization

• issues. [cf. Army--RESA]

a. Certainty of revenue stream; access to additional revenue streams b. Treatment of non-performance; defaults and cures c. Termination, defaults, cures/relationship to private lenders

4. Third party provider may take advantage of third party tax and applicable benefits

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• B. Utility Services Privatization (40 USC 501)

1. Utilizes general Federal government procurement authority for utility services 2. Permits contracting “consistent” with state statutory and regulatory authority for periods

• f up to 10 years – 50 years if justified by

cost/benefit finding made in favor of Privatization, using existing electricity tariffs 3. Must comply with DoD competitive requirements -- Competition in Contracting Act (“CICA”)

II. DoD Renewables Procurement Options

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C. Enhanced Use Leasing of Federal Property (10 U.S.C. 2667)

1. Real Estate Characteristics

a. Lease - Not Acquisition of land or interest in land; contracting or procurement b. Subject to Federal Acquisition Regulations (FAR) or Competition in Contracting Act c. Energy efficiency related contracting authority d. Permits outleasing of military lands for construction of energy production facility without the purchase of energy by the military

II. DoD Renewables Procurement Options

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2. EUL – Program Demand Drivers

a. Government Side

i. Off-set declining Operation & Maintenance budgets via In-kind services or cash to the installation; avoid cost of maintaining of razing old buildings ii. Bring tenants who are synergistic with missions of installations iii. Supporting DoD Energy Initiatives e.g. 20/20 and EITF

b. Private Side

i. Markets for renewable energy resource-Solar, Wind Geothermal; inside the fence sales/sales to third parties ii. “Federal Enclave” status/absence of State Regulation iii. Potential Tax Advantage via PILOTs, TIFs

II. DoD Renewables Procurement Options

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D. Utility Energy Service Contracts (42 USC 8256 & 10 USC 2913)

1. Provides sole source contracting authority related to energy savings projects 2. The question of contract term is disputed between military and Federal civilian agency counsel 3. Permits contracting for periods of up to 25 years (ground lease up to 50 years) 4. Payments under an ESPC contract limited to actual savings to the government under the ESPC contract as a result of the energy efficiencies (up to 25 years) 5. Statute sets forth specific acquisition procedures (can be time consuming)

II. DoD Renewables Procurement Options

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• E. Enhancing EUL and PPA Approach

1. Combined EUL and PPA Approach (to date, this approach is rarely used) 2. Renewable Energy sources have been faced with the prospect of (A) seeking to purchase energy renewable energy from a previously awarded contract; and (B) the challenges associated with purchasing from an EUL project on a sole source basis – in conflict with statutory competitive requirements.(CICA)

II. DoD Renewables Procurement Options

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A. Extent to which financing approaches for P3 procurement types to meet procurement objectives can be rendered compatible. e.g. PPA and EUL B. Role of private utilities; State utility jurisdiction and rate base; citing concepts must be developed more fully

• 1. cf. treatment of utility-provided solar energy made available to

meet base renewable requirements without competition

C Federal-State Structural Issues

• 1. State vs. Federal jurisdiction over energy sales: the “Federal

Enclave”; feasibility of contract standardization

• 2. Siting; service sales outside of installation; receipt service

from outside installations; receipt of inputs from outside installations

• 3. P4 Program collaboration (multiple services) with local

utilities;

III.

Key Future Issues for DoD Renewables Procurement

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III.

Key Future Issues for DoD Renewables Procurement

• D. Renewables Systems Integration Problems

1. Building security/reliability policies into energy procurement and land use policies – storage; microgrids; energy efficiency technology 2. Compatibility with project finance

E. Leading Forum for Consideration of these P3 Issues – ABA Committee on Government and Private Sector Innovation

1. Participation in diverse programs open to non-ABA members to broaden policy inputs 2. Contact: RogerFeldman@AndrewsKurth.com ( 202-662-3048) for more information 22

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Roger Feldman Andrews Kurth LLP

• Has chaired the Project Finance Groups of three

major international law firms in 40 years of practice

• Director of American Council on Renewable

Energy (ACORE)

• Immediate past Chair of American Bar

Association’s Renewable and Distributed Energy Committee

• Chair Emeritus of The National Council for Public-

Private Partnerships

• Best Lawyers in America – selected by peers since

2008

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Hannon Armstrong Overview

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• As a principal investor,

provide debt & equity financing for energy and sustainable infrastructure

• $4.8 billion financed since

2000

• $2.2 billion Assets Under

Management

• Over 475 transactions
• Over 30 years of energy

financing experience

• Initial Public Offering April

2013 (NYSE: HASI)

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Government Challenges

Customer

Mission Facilities Infrastructure and Energy Goals and Mandates Security Community Relations Regulatory Financial and Budget Pressures Procurement Requirements

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Partnership Risks

• Traditional public sector contractual relationship

using appropriated funds:

– Not partnership oriented - can be adversarial between the parties – Challenges with a long term outcome-based result among the project team – Government or public sector customer owns most of the risks

• Long term performance for example

– Contractor / Vendor performs as directed and is paid upon completion

Traditional processes do not work for Public Private Partnership projects

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Partnership Risks

• The two primary benefits of a PPP approach

– The acceleration of the development cycle afforded by private capital, – acceptance of various commercial risks by the private sector.

• In Public Private Partnerships, the introduction of a long term

financed solution requires closer examination of project risks

– Allocation of the risks among the parties – Capability of each party to the project to manage the risks allocated to them – Ability of each the parties to financially absorb their obligations as part of the risk and responsibility allocation

• A PPP is designed to help a customer insulate
• r share a project’s up front cost risk and the

performance risk over time

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Risk Allocation

• Comprehensive identification of risks
• Defines the contractual obligations
• Collaborative process with all parties fully engaged
• Outcome based – keep the mission and objective in mind

Programmatic Risk Allocation & Responsibility Matrix

Project Phase Customer Vendor Financier Asset Owner Community Engineer, Procure & Construct Operations and Maintenance Measurement & Verification Financing Ownership

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Financial Structures Comparison

Customer Owned/Financed Off Credit Public Sector Contract Off Balance Sheet Payment Obligation If financed, Unconditional Contingent Upon Savings or contractual requirements Beneficiary of Performance Guarantee Customer Hannon Title to ECMs Customer owned Financier owned Lien on ECMs UCC1 NA End of Term Customer owns free and clear Renewal, FMV buyout, or removal of ECMs Access to and Control of ECMs Customer’s discretion Financier’s discretion Off-Credit? No Potentially (subject to determination by rating agencies) Off-Balance Sheet? No Potentially (subject to determination by Customer’s auditors)

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Successful Project Examples

USCG Puerto Rico Savannah River Plant South Carolina City of Louisville Kentucky

1950s era coal-fired steam plant replaced with biomass cogeneration facility

Transaction Amount: $125 m

3 MW solar project lowered the cost of power for the United States Coast Guard in Puerto Rico

Transaction Amount: $22.5 m

Energy efficiency upgrades to various Louisville city buildings, including City Hall & Louisville Zoo

Transaction Amount: $27 m

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info@hannonarmstrong.com For more information, please visit our website at www.hannonarmstrong.com

Securities are offered by Hannon Armstrong Securities, LLC, a registered broker dealer, member FINRA and SIPC and subsidiary of Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Financing P3 Projects Understanding the Lender’s Process

August 21, 2014 John Ravis Scully Capital Services

Public Private Partnerships

Scully Capital Services

• Founded in 1986
• Provides investment banking and financial advisory services
• Active

in three sectors: Energy, Environmental and Infrastructure

• Member of FINRA, SIPC, MSRB
• 25% owned by Charterhouse Capital ($8B Fund) in London

What is a Project Financing?

Critical elements of a project financing:

• Debt is provided based on the viability of the Project
• Recourse is limited the project’s cashflows and, if needed,

the assets including the Project’s contracts

• While no single party bears the responsibility for the

credit, the combination of contracts, guarantees and other factors provides for a credit sufficient to make the transaction bankable. Question that guides the Project Finance Lender:

• Can the Project be built on time, at budget and be capable
• f generating sufficient cashflow from operations meet its

debt service as scheduled for the term of the financing?

Determining a Project’s Viability

Three step process that Lenders and Investors use in determining a Project’s viability:

• 1. Identify and Assess Risks
• 2. Allocate the Risks to Project Participants
• 3. To the extent unallocated, assess the Project Company’s

capability to absorb these remaining Risks

Step 1: Identify and Assess Risk - Categories of Risk

• Operating:

– Technical – Cost – Management

• Participant
• Completion
• Supply
• Market
• Infrastructure
• Political
• Force Majeure
• Foreign Exchange
• Engineering
• Syndication
• Interest/Funding
• Legal
• Environmental

Source: Practical Introduction to Project Finance by Richard Tinsley

Step 1: Identify and Assess Risk

Risk Analysis

• Identify
• Pre-Completion Phase
• Post-Completion Phase
• Assess (High/Medium/Low)
• Likelihood
• Severity of Impact
• Changes in the marketplace that may impact the Lender's

view

Step 2: Allocating Risk

• Based on the work in Step 1, the Lender will ask:

– Can the risk be allocated? – Has the risk been allocated? – To whom? Creditworthiness? – What party is best able to bear the risk? – And how?

Step 2: Allocating Risk

• Project contracts are the means through which the risk is

allocated.

• Risk Allocation Mechanisms

– Concession Agreements – EPC Contracts supported by

• Completion Guarantees (Contractor or Sponsor)
• Liquidated Damages for performance or schedule

– O&M Contracts – Warranties

• Leads to complexity and transaction costs.

Step 3: Absorbing the Unallocated Risks

• Can the Project Company absorb the remaining risk?

– If forced to absorb the unallocated risks, will the Borrower be able to remain current on its obligations?

• If not, what are the consequences?

– Financial default – Insolvency – Lender’s enforcement over security – Loss of Concession – Renegotiation

• First step in analyzing this is the project model

Step 3: Absorbing the Unallocated Risks - Model

• Project model is the chief tool to analyze the Project and

evaluate project-level risks. – Used to structure the debt and design credit enhancement features

• Okay to have different set of assumptions for each audience
• Analysis includes sensitivity testing, multiple scenarios and

break-even analysis. – Focus on average and minimum DSCR as well as LLCR and PLCR

• Rely on technical input from the Lender’s engineer or

technical advisor.

Building a Bankable Project

The Lender uses the results of the the previous steps to develop a financing package that is needed to make the project bankable

• Target coverage ratios
• Required Equity Investment
• Amortization
• Dividend Restrictions
• Sweeps and prepayments
• Reserve requirements
• Interest Rates

Final Thoughts

The prospects of a successful P3 development can be improved by

• Understanding the process a lender uses to evaluate your

project and their objective.

• Integrating P3 financing experience in your team – legal,

financial, consultants.

• Conducting on risk analysis may help in identifying

flawed assumptions in project structure or P3 contractual arrangements.

If you have any questions or comments: John G. Ravis Scully Capital 1730 M Street, NW Washington, DC 20036 202.775.3434 [O] jravis@scullycapital.com

Public Private Partnerships

WATER NATURAL RESOURCES ENVIRONMENT INFRASTRUCTURE ENERGY

PUBLIC SECTOR CAPACITY BUILDING FOR P3

The Institute for Public Private Partnerships (IP3), a Tetra Tech Company

About IP3

The Institute for Public-Private Partnerships (IP3), a Tetra Tech Company , has 20 years of experience as the leading international consulting firm solely-dedicated to best practices in the field of Public Private Partnerships for

• infrastructure. Since its creation in 1994, IP3 has devoted itself to providing institutional support to public and private

entities engaged in P3 projects throughout the world. Its mission is to empower government and private entities through training , capacity building and direct advisory services focused on the mobilization of private sector know how and resources to enhance the quality and availability of infrastructure for public services. This mission has been carried

• ut through the following key activities:
• PPP Training and Capacity Building – IP3 has trained over 35,000 government and private sector professionals in

all facets of P3 project identification and screening, procurement and implementation. This training has been delivered in both in-person (at the Washington, DC Training Center of IP3 or at client sites) as well as on-line. As a cornerstone of our capacity building activities, IP3 conducts executive management education and training courses in Washington, D.C., Online, as well as conducts client-driven customized in country training worldwide. IP3 organizes technical study tours in a variety of public-private partnership, regulation, and competitive utility management fields for officials from developing and emerging market countries.

• PPP Advisory Services – IP3 has assisted governments to plan and develop the legal and institutional framework

for P3s, including but not limited to the preparation of procurement and procedural guidelines, design of standardized contracts and instructional materials for PPP Units, the development of stakeholder communication strategies and the examination of mechanisms for managing project risks.

• Preparation of PPP Feasibility Studies and Scoping Analysis of PPP Opportunities – IP3 has been involved in the

preparation of studies in key infrastructure sectors such as transportation (urban transport, roads, railroads, airports and ports), power, water and sanitation, to identify potentially bankable PPP projects and to assist the government in the initial due diligence of potential PPP projects.

Public Sector Capacity Building for P3

What the public sector needs to know.

• Public procurement and project management offices

are finding themselves increasingly engaging the private sector for project delivery

• Many times these public administrators have not

been trained or lack the supported needed to achieve the best outcome, or value for money

• Building the public sector’s internal capacity to

manage P3 projects is the answer

Public Sector Capacity Building for P3

Why?

Without an educated public sector to protect that public interest the P3 agree can tilt to the private sector’s

• advantage. That is not

good for the project, nor is it good from the future of the P3s. Operator

(O&M risk)

Equity Investors Project Company Senior Lenders/ Bondholders Users

Contractor / Developer / Engineer (construction risk)

Profits/Retur ns/ Dividends User Fees Payments for CAPEX Construction Contract O&M Payments O&M Subcontract, Security Package & Performance Bond Debt Service Payments Debt & Loan Agreement & Security Package CASH FLOWS CONTRACTS

Subordinated Lenders

Concession Agreement Shareholder Agreement Equity Debt & Loan Agreement & Security Package Debt Service Payments

Public Authority Financial Advisor City

Public Sector Capacity Building for P3

P3s contracts are a marriage…be careful!

• Contract term (length) can increase the

revenue generated by the private sector, or costs

• Transferred Risk = Higher Costs
• Remember you primary objectives, what do

you want from this agreement?

• Do not get taken by a “big” upfront payment

– that money today can cost you so much more over the term of the contract

• Relying on consultants (too much) is costly

and fraught with possible conflict of interest

• Managing and organizing regulatory commissions
• Rules, procedures, and processes
• Tariff setting & modeling
• Rate case review and public hearing planning
• Communication tools and stakeholders
• Regulating quality of service
• Strategic planning and entrepreneurial mindset
• Economic growth and policy reform
• Accountability & transparency
• Fiscal responsibility
• Stakeholder Communications

Public-Private Partnerships Regulation Governance and Economic Growth

• Risk identification and analysis strategies
• Financial modeling Techniques
• Cost calculations for alternative project finance

structures

• Options analysis for project finance transactions

Project Finance

• Policy & Guidelines
• Project Screening
• Pre-Feasibility Analysis
• Project Structuring, Financial Modeling, and Tariff

Setting

• Procurement & Negotiation
• Legal Agreements
• Contract Compliance and Performance Monitoring

Public Sector Capacity Building for P3

Public Sector Capacity Building for P3

Defense 1% Education 5% Energy 2% Environment 11% Government Services 2% Hospitals / Healthcare 38% IT Infrastructure 1% Justice / Corrections 9% Real Estate 2% Recreation and Culture 8%

Transportation 21%

PPP Projects Canada (April 2012 - October 2013)

Source: Canadian Council for Public Private Partnerships (October 2013)

So, where are the P3s and how can P3s assist in the growth of renewable power?

Capacity Building Example - India Designing the Legal, Regulatory and Institutional Frameworks for Public- Private Partnerships Strategies and Techniques

• For the Ministry of Finance and 10 State Electricity Regulatory

Commissions in India (under Asian Development Bank financing), IP3 conducted a 10-day training program on the legal, regulatory, and institutional frameworks for PPPs in the energy sector. The program focused on all aspects of designing effective PPP programs, including structure, options, PPP units, and other planning modules and their particular relevance to regulatory oversight and management. Each

• rganization created an Action Plan on the next steps forward was a

key result from the training.

Public Sector Capacity Building for P3

Capacity Building Example - Nigeria Financial Analysis and Project Financial Modeling Techniques

• IP3 conducted a three-week training and study tour in Washington, DC

and New York City on financial analysis and project finance modeling techniques for the Power Holding Company of Nigeria (PHCN). Classroom sessions focused on the key elements to financial analysis and modeling of various types of projects. Site visits and meetings in Washington, DC and New York City focused on the strategic elements

• f project finance for the electricity sector and key regulatory issues

for energy. A group Action Plan on the next steps forward was a key result from the training.

Public Sector Capacity Building for P3

Public Sector Capacity Building for P3

Capacity Building & Stakeholder Relations - Power Africa

The stated goal of Power Africa is to “make electricity access available for 60 million household and business connections. At the same time, Power Africa will enhance energy resource management capabilities, allowing partner countries to meet their critical energy needs and achieve sustainable, long-term energy security…”. This goal can only be achieved through the utilization of the public private partnerships model. There is a focus on renewable power generation and ‘off the grid’ micro systems that will deliver power to rural areas of the 6 partner countries. These systems will need both public support as well as management to get the most out of partnerships with the private

• sector. Those public managers will need the tools to manage those relationships.

Public Sector Capacity Building for P3

Thank you!

Seth W. Miller Gabriel

PPP Analyst Tel + 1 202 552 0923 1320 N Courthouse Rd. Ste. 600 Arlington, VA 22201, USA seth.millergabriel@ip3.org www.ip3.org

Questions and Answers

Robert Johnson, Hannon and Armstrong rjohnson@hannonarmstrong.com Seth Miller Gabriel, The Institute for Public-Private Partnership (IP3): Seth.MillerGabriel@tetratech.com John Ravis, Scully Capital JRavis@Scullycapital.com Roger Feldman, Andrews Kurt RogerFeldman@andrewskurth.com

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To Access the Webinar Archives

www.securityandsustainabilityforum.org

Renewable Energy on Institutional Property Webinar Series Register at: www.ssfonline.org Energy Tab

Archived Webinars in the Series

• June 2nd – Renewable Energy Policy
• June 26th Webinar #1 – The US Federal Agency Market: Meeting Energy Reduction and

Renewable Energy Mandates

• July 10th Webinar #2 – Renewable Energy Technology Applicability
• July 24th Webinar #3 – The Effective Marriage of Renewable Energy and Energy

Efficiency in an ESCO Contract for Municipalities, and Educational and Hospital Campuses

• August 7th - Webinar #4 – The Intersection of the Microgrid, Renewable Energy, and

Storage

• August 21st Webinar #5 – Public Private Partnerships (PPP)

Registration Open

• September 4th

Webinar #6 – The Leading Edge of New Energy Efficiency and Renewable Energy Technologies Coming to the Market

• September 18th Webinar #7 – Developing the RFP