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Presentation By,
Jayan Suja
Neethu.P
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Project Finance
Project finance is the longterm financing of infrastructure and industrial projectsbased on the projected cash flows of the project rather than
the balance sheets of the project sponsors.
Issues considered in financing project are as follows:- What is an appropriate capital structure?
Which financing instrument make more sense? What are the pros and cons of public and private sources of
capital?
How much should a firm depend on domestic andinternational capital market?
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Financing Decision Vs Investment
DecisionFinancing Decision Investment Decision
Takes place in capital market
which are approximately perfect
While making financingdecision, you may observe the
value of similar assets.
There are very few opportunitiesin the realm of financing thathave NPV that is significantlydifferent from zero.
Takes place in Real Market
which tend to be imperfect
While making financingdecision, you have to estimatethe values of capital assets.
There are many opportunities inthe realm of capital budgetingthat have an NPV that issignificantly different from zero.
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Capital Structure
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Equity Vs DebtEquity Debt
Equity shareholders have aresidual claim on the income
and wealth of the firm Dividend paid to Equity
shareholders is not a taxdeductible payment
Equity ordinarily have indefinitelife
Equity shareholders enjoy theprerogative to control the affairsof the firm
Creditors have a fixed claim inthe form of interest and
principal repayment Interest paid to creditors is tax
deductible payment
Debt has a fixed maturity
Debt investors play a passiverole-of course, they imposecertain restrictions on the waythe firm is run to protect theirinterests
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Key factors Determining the D/E Ratio
Cost
Nature of Assets
Business Risk Norms of lenders
Control Considerations
Market Conditions
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A Check List
Use more Equity when Use more Debt when
The tax rate applicable isnegligible
Business Risk exposure isHigh
Dilution of control is not animportant issue
The assets of the project aremostly intangible
The project has manyvaluable growth options
The tax rate applicable isHigh
Business Risk exposure isLow
Dilution of control is animportant issue
The assets of the project aremostly tangible
The project has few growthoptions
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Menu of Financing Public and Private Sources of Capital
A firm can raise both equity and debt capital from both public
and private source Capital raised in the form of securities offered to public
through SEBI can be traded on public secondary markets likeNSE and BSE
Private placement come either in the form of loans by Banks
or financial institutions or in the form of issue of securitieslike equity shares, preference shares, debentures which areprivately placed venture capital firms, financial institutions,insurance companies etc.
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The typical Pattern of Financing
When a company is formed, it first issue shares to itspromoters and in most cases, raises loans from banks,financial institutions and other sources.
As the need for fund increases, the company may issue
shares and debentures privately to promoters relatives,friends, business partners etc.
As the company grow further, it may have to raise capitalfrom public.
The first issue of equity shares to public by an unlistedcompany is called Initial Public Offer (IPO).
Subsequent offerings are called Seasoned Offerings.
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Internal Accruals The Internal Accruals of a firm consists of Depreciation Charges
and Retained Earnings.
Depreciation represents the allocation of capital expenditure to
various periods over which capital expenditure is expected tobenefit the firm.
Retained Earnings is a portion of earnings (PAT less preferencedividends) which are ploughed back in the firm
Because Retained Earnings is the sacrifice made by theshareholders its called Internal Equity.
Companies normally retain 30% to 80% of PAT for financinggrowth.
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Advantages of Internal Accruals Internals Accruals are readily available
Use of Internals Accruals eliminates issue cost and losses onaccount of underpricing
There is no dilution of control when a firm relies on InternalsAccruals
Internals Accruals does not have any negative connotation
like stock market views equity shares with skepticism.
Disadvantages of Internal Accruals Internals Accruals is limited
Opportunity cost of retained earnings is quite high.
Opportunity cost of Depreciation-generated funds is equal toWACC of the firm
Many firms do not appreciate Opportunity cost generatedfrom retained earnings and Depreciation-generated funds.
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Equity Capital
Equity Capital represents ownership capital as equityshareholders collectively owns the company.
Their risk is Limited to the capital contribution.
The amount of capital that a company can potentially issue, asper the memorandum, represents theAuthorized Capital.
The amount offered to its investors represents IssuedCapital.
The part of issued capital subscribed by the investorsrepresents Subscribed Capital
The actual amount paid-up by the investors is called Paid-UpCapital.
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Par Value of an equity shares is the value stated in the
memorandum and written on the share scrip. The Issue Price is the price at which the equity share is
issued.
Book Value of an equity shares is equal to,
Paid Up Equity Capital+Reserves and Surplus
No. of O/s Equity shares
Market value of an equity share is the price at which it istraded is the market.
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Rights of an Equity Shareholder Right to Income: The equity investors have claim over the
income left after satisfying the claims of all other investors. It issimply PAT-Preferred Dividend.
Right to Control: They elect the BODs who in turn elects theManagement which controls the operation of the company. Theyalso have the right to vote for every resolution placed before thecompany.
Pre-Emptive Right: This right enables the existing shareholdersto maintain their proportional ownership by purchasing theadditional equity shares issued by the firm.
Right in Liquidation: They have a residual claim over the assetsof the firm at the event of Liquidation.
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Advantages of Equity Capital
There is no compulsion to pay dividend
Equity Capital has no maturity date and hence the firm hasno obligation to redeem.
It enhances creditworthiness of the company.
Disadvantages of Equity Capital
Sales of Equity Shares to outsiders dilutes the control ofexisting owners.
Cost of Equity Capital is High Cost of Issuing Equity shares is generally high.
Equity dividends are paid out of PAT.
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Preference Capital
Preference Capital resembles Equity Capital infollowing ways:
It is paid out of distributable profit
It is not an Obligatory payment
It is not a tax-Deductible Payment
Preference Capital resembles Equity Capital in
following ways: The Dividend of preference capital is usually fixed
Their claim is prior to the claim of equity capital
They normally do not enjoy the voting rights.
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Types of Preference Shares Cumulative and Non-Cumulative Preference Shares: Cumulative
Preference Shareholder receives dividend for the previous year/s inwhich dividend was not paid.
Participating and Non-Participating Preference Shares:Participating Preference Shareholder get a share in the profit of the
company after a certain rate of dividend is paid to the equityshareholders of the company.
Redeemable and Non-Redeemable Preference Shares:Redeemable Preference Shares are repayable at par or at premium aftera specified period. Non-Redeemable Preference Shares are not
repayable, except when the company goes into Liquidation. Convertible and Non-Convertible Preference Shares: Convertible
Preference Shares can be converted into equity shares at the option ofthe preference shareholders in accordance with certain predeterminedterms.
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Advantages of Preference Capital There is no legal obligation to pay preference dividend There is no redemption liability in the case of perpetual
preference shares It is regarded as part of net worth They normally do not carry voting rights No security of assets is provided to preference shareholders
Disadvantages of Preference Capital Compared to debt-capital, its more expensive source of
financing Skipping preference dividend can adversely affect the image
of the firm in the capital market Compared to equity shareholders, preference shareholders
have a prior claim on the assets and earnings of the firm It the firm skips dividend fro three years, it has to provide
voting rights to preference shareholders.
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Debentures(or Bonds)
Are instrument for raising long term debt finance
Features
Trustee redeem Security
Interest rate
Maturity and Redemption
Call and Put Features
Convertibility
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Deep Discount Bonds does not Carry any coupon rate
Issued at a steep discount over its face value
Convertible Debentures Debenture that are convertible partially or wholly into equity
shares
Conventional Explanations
Cheaper debt
Equity at premiumModern Finance Explanations
Cash flow matching
Financial synergy
Agency cost
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Floating Rate Bonds
Earn an interest rate that is linked to a benchmark ratesuch a treasury bill interest rate.
Have been essentially a response to inflation risk
Indexed Bonds
Payoff of this bonds consists of two parts A fixed amount
A variable component whose value is dependent on some index
Strips
Separately tradable interest and principal debentures
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Debt financing
Advantages
Interest on debt are tax-deductable expense
Does not result in dilution of control
Do not partake in the value created by the company
Issue cost of debt are low
Burden of serving the debt is generally fixed in nominal
terms The maturity of the debt instrument can be tailored to
the needs of the borrowing firm
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Disadvantages
Entails fixed interest and principal paymentobligation
Increases financial leverage
Impose restrictions that limit the borrowing firmsfinancial and operating flexibility
If the rate of inflation turned out to be
unexpectedly low, the real cost of debt will begreater than expected
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Method of Offering
Public Offering
Sale of securities to the members of the public
Types of public offerings are:
Initial public offering
Seasoned Equity offering
Bond Offering
Rights issue Selling securities in the primary market by issuing rights
to the existing shareholders
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Private placement
Is an issue of securities to a selected group of persons notexceeding 49
Can be of two types:
Preferential allotment
Qualified institutional placement (QIP)
Comparison of various methodsPublic Issue Rights Issue Private
Placement
Amount that can be raised Large Moderate Moderate
Cost of issue High Negligible Negligible
Dilution of control Yes No Yes
Degree of underpricing Large Irrelevant Small
Market perception Negative Neutral Neutral
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Term loans
Primary source of long term debt
Features of term loans
Currency Security
Interest payment and principal repayment
Restrictive covenants
Term loan procedure Submission of loan application
Initial processing of loan application
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Appraisal of the proposed project
Issue of the letter of sanction Acceptance of terms and conditions by the borrowing
unit
Execution of loan agreement
Creation of security
Disbursement of loans
Monitoring
Syndicated loans Arrangement wherein several banks participate in a
single loan
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Working capital advances
Most important source for financing current assets Working capital advances is provided by commercial banks
in the following ways:
Cash credits/overdrafts Loans Purchase/Discount of bills Letter of credit
Security
Can in the form of: Hypothecation Pledge
Margin amount
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Miscellaneous source
Deferred credit Suppliers of machinery provide this facility under which
payment for the purchase of machinery is made over a period
of time. Interest rate and payment period vary widely
Supplier of the machinery insists that a bank guarantee shouldbe provided by the buyer
Lease finance and hire purchase Are supplementary form of debt finance There are two board type of lease:
Finance lease
Operating lease
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Lease finance( capital lease)
Is essentially a from of borrowing
It is an intermediate term to long term non cancellableagreement
The lease is more or less fully amortized during theprimary lease period
Lessee is responsible for maintenance, insurance andtaxes
Lessee usually enjoys the option for renewing the leasefor further periods at substantially reduced lease rentals.
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Operating lease
Lease term is less than the economical life of theequipment
Lessee enjoys the right to terminate the lease at a shortnotice without any penalty
Lessor usually provides the operating know-how and therelated services
Lessor undertakes the responsibility of insuring andmaintaining the equipment (wet lease)
Lessee bears the cost of insuring and maintaining theleased equipment (dry lease)
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Hire purchase
The hiree purchase the asset and gives it on hire to thehirer
Hirer pays a regular hire purchase installments over aspecified period of time
When hirer pays the last installment the title of asset istransferred from hiree to hirer
Hiree charges interest on a f lat basis
The total interest collected from the hiree is allocated
over various years Installment purchase
Here the title of asset is passed to the buyer on thepayment of first installment itself
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Leasing Hire purchase
The lessee cannot claim
depreciation
The hirer is entitled to claim
depreciation
The entire lease rental is a tax
deductible expense for lessee
Only the interest component of
the hire purchase installments is a
tax deductible expense for the
hirer
The lessee not being the owner of
the asset does not enjoy salvage
value of the asset
The hirer not being the owner of
the asset enjoys salvage value of
the asset
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Unsecured loans and deposits
Provided by the promoters to fill the gap between thepromoters contribution required by the financialinstitutions and the equity capital subscribed to by the
promoters
Rate of interest chargeable on these loans is less than therate interest on the institutional loans
Deposits represent unsecured borrowing of one to threeyears duration
It may not be possible for a new company to raise publicdeposits because it may be difficult to repay within three
years.
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Special schemes of institution
Bill rediscounting scheme Operated by IDBI
Is to promote the sale of indigenous machinery on deferredpayment basis
The seller realizes sales proceeds by discounting the bills orpromissory notes accepted by the buyer with a commercialbank which in turn rediscounts them with IDBI
Suppliers line of credit
Administrated by ICICI
Under this ICICI directly pays to the machinery manufactureragainst usance bill duly accepted or guaranteed by the bank ofthe purchaser
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Subsidies and sales tax deferments and exemptions The central subsidy has been discontinued but state subsidy
continue
The state subsidy vary between 5% to 25% of the fixed capitalinvestment of the project
The payment of sales tax on the finished goods mat be
deferred for a period ranging between 5 to 12 years Short term loans from financial institutions
To be eligible for the loan the company must satisfy certainconditions relating to dividend track record, debt-equity ratio,and interest coverage ratio
They are unsecured and given on the strength of promissorynote
The loan is given for 1 year and can be renewed for 2consecutive years, given the original eligibility satisfied
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Commercial papers
Short term unsecured promissory note issued by firmshaving high credit rating
The maturity period ranges from 90 to 180 days
Is sold at a discount rate of face value and redeemed as
its face value Is placed with the investors who mostly intend holding it
till maturity
Factoring
A factor is a financial institution which offers servicesrelating to management and financing of debt arising
from credit sales
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Features of factoring arrangement
The factor selects the account of the client and the creditlimit applicable to the selected accounts
Factor pays to the client at the end of the credit period orwhen the account is collected whichever comes earlier
The factor advances money to the client against not yetcollected or not yet due debts
Factoring may be a recourse basis
Beside interest on advances ,the factor charges acommission of 1 to 2 % of the face value of the debtfactored
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Securitization Packaging a designated pool of assets and issuing
securities which are collateralized by the underlyingassets and their associated cash f low streams
Originated by a firm that seeks to liquefy its pool ofassets
Securities backed by mortgages are known as mortgagebacked securities and securities backed by assets areknown as asset backed securities
Key steps of securitization
Seasoning Credit enhancement
Transfer to a special purpose vehicle
Issuance of securities
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Venture Capital
A young company which is not yet ready or willing totap the public financial capital may seek venturecapital.
Venture Capital represents financial investment in arisky preposition made in the hope to earn highreturns.
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Raising Capital in International
Market Euromarkets
Euromarkets or Offshore markets refers to a collection
of Banks that helps firms in raising capital in globalmarket, which is beyond the purview of any regulatoryauthority.
An Indian Firm can approach Euromarkets to raise aEurocurrency loan, or issue a euro bond, globaldepository receipts, Eurocurrency convertible bonds.
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Eurocurrency Loans
Subject to certain terms and conditions, Government of India
permits External Commercial Borrowings for the import ofplant and machinery.
Eurocurrency is simply the deposit of currency in bankoutside the country of the currency.
Main Features of Eurocurrency Loans
They are often syndicated loans
The rate of interest of Eurocurrency Loans is Floating rate.Usually linked to LIBOR or SIBOR.
Interest period may be 3,6,9 or 12months in duration.
The borrower usually enjoys multi currency option
They are repayable in a bullet payment or in installments.
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Advantages of Overseas Debt
Participating Institutions have very deep pockets and
professional approach There is a great deal of flexibility in structuring these
loans
Tenors up to 10years are easily available
Disadvantages of Overseas Debt
It is not economical for small pockets due to highappraisal and syndication cost
Pricing of loan depends on risk perception
It may be difficult to negotiate changes with investors.
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Eurocurrency Bonds
The firms using Euromarkets for debt financing can takeout loans or sell bonds.
Features of Eurocurrency Bonds:
It is issued outside the country in whose currency it isdenominated.
It is usually managed by a syndicate of investment banksand offered to investors of many countries
It is a Bearer Bonds The interest of it is usually paid annually or half-yearly.
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Global Depository Receipts (GDR) In the Depository Receipts mechanism, the shares issued by a
firm is held by depository, usually large international banks,who receives dividend, reports etc. and issues claims againstthese shares.
These claims are called Depository Receipts (GDRs)-witheach receipt being a claim on a specified number of shares
The underlying shares are called Depository Shares GDRs may be listed and traded in major stock exchanges or
OTC market The issuer firm may pay dividend in home currency which is
converted into dollars by the depository and distributed tothe holders of GDRs.
This way issuing firm can avoid listing fees and onerousdisclosure and reporting requirements A company planning for GDR issue must get approval from
Ministry of Finance as well as FIPB(Foreign InvestmentPromotion Board), since GDR issues are deemed to FDI
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Foreign Domestic Markets Another way to raise money internationally is to sell securities
directly in the domestic capital market of foreign countries.This is referred to as Direct Issuance.
US Capital Markets The most prestigious funding option in the US market is a
public issue of Yankee Bonds (Dollar denominated bondsissued in the US Capital Market by foreign borrowers.
Other Markets
Other debt instruments includes Samurai Bonds(Publiclyissued bonds in Japanese Market), Shibosai Bonds(Privatelyissued bonds in Japanese Market), Bulldog Bonds(UKMarket), Rembrant Bonds(Dutch Market)
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Export Credit Schemes
Export credit schemes have been established by thegovernment of industrialized countries for financingexports of capital goods and related technical services.
The prominent export credit agencies are US EXIM,JEXIM, HERMES, COFACE.
Two types of export credits are provided,
Buyers Credit Suppliers Credit
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Buyers Credit: Credit is provided directly to the IndianBuyers for purchase of Capital goods and Technical
Services from overseas exporter.
Suppliers Credit: This is a credit provided to overseassuppliers so that they can provide medium term finance to
the Indian Importers.
Salient Features of Finance Provided:
The finance is tied to import of goods and services
Up to 85% of the value of imports are available as finance
The finance is available for long tenors at reasonable cost
Export Credit Agencies insist on a bank guarantee.
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Project Financing Structure Full Recourse Structure:
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Financial Closure
Financial closure means that all the sources of fundsrequired for the project have been tied up.
In general financial closure for is project is achievedwhen,
Suitable credit enhancement is done to the satisfaction
of the lender Adequate underwriting arrangements are made for
market related offerings
The resourcefulness of the promoters is well established
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What Information does Financial
Institution want? And How they Appraise?
Information to be furnished for term loan appraisalalong with the project report/informationmemorandum.
Project Appraisal: Financial institutions appraise aproject from,
Marketing Appraisal
Technical Appraisal
Financial Appraisal
Economic Appraisal
Managerial Appraisal
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Credit Risk Rating
Credit Risk Rating is a rating assigned by the bank toits borrowers based on their ability and willingness torepay the debt.