The Project Financing of Cross-Border Pipelines a Presentation to the Energy Charter Workshop Brussels
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The Project Financing of Cross-Border Pipelines a presentation to the Energy Charter Workshop Brussels by Rubin Weston Chadbourne & Parke 17 October 2006 Regis House, 45 King William Street London EC4R 9AN Tel: +44 (0) 20 7337 8031 [email protected] © 2006, CHADBOURNE & PARKE All Rights Reserved Chadbourne & Parke: Legal Leaders in Energy Representing EBRD on the $180 million and $170 million financings of LUKoil’s and SOCAR’s respective investments in the Shah Deniz gas field and the South Caucasus Gas Pipeline Representing SOCAR on a $750 million loan facility in respect of the repayment of carry financing provided by TPAO and Exxon in respect of the ACG oil field and the financing of future cash calls Representing IFC on a $82 million loan to SC Petrotel-Lukoil SA to finance the modernisation of its refinery in Ploesti, Romania Represented Black Sea Trade and Development Bank and IFC on the financing of the Galata Gas Field, located offshore of Varna, Bulgaria in the Black Sea, the first limited recourse upstream project financing in the Black Sea Represented Transneft on a US $150 million syndicated receivable based financing facility arranged by Raiffeisen, Transneft’s first syndicated loan Represented IFC on the financing for a portion of LUKoil’s share of development of the Karachaganak field, the largest limited recourse petroleum project financing in Kazakhstan Represented Nations Energy on a US $150 million syndicated financing arranged by CSFB for the development of the Karazhanbas oil field in Kazakhstan and the Mishovdag and Kelameddin oil fields in Azerbaijan Represented Rosneft in connection with its participation in the Sakhalin 5 Project 2 Overview of Presentation: Challenges Presented by Cross Border Pipeline Financings Types of Financing What is Project Finance? What are the risks? Case Studies: BTC Oil Pipeline and the South Caucasus Gas Pipeline 3 Challenges Presented by Pipeline Financings High initial investment and delay in revenue generation creates a significant completion risk Number of parties involved, diversity of interests: public sector divergent interests: export country Ö high price transit country Ö high tariff country receiving hydrocarbon Ö low price and low tariff private sector divergent interests: companies of - supply - transportation - purchase public sector v. private sector this diversity of interests creates an increased risk of conflict History of vulnerability to disruption and of generating conflict e.g. oil pipeline established by Iraq Petroleum Company in 1930s to establish an export route for Iraqi oil through Syria was closed for a substantial part of its operating life 4 Types of Financing Sovereign Sponsor Credit supported financing Project financing 5 Sovereign/Sponsor Financing Sovereign and/or sponsor can finance a transaction from its own resources or by raising finance by: bank borrowing accessing the capital markets raising equity (sponsor only) CPC Pipeline financed by 50:50 division between states (Russian, Kazakhstan, Sultanate of Oman) and the project participants 6 Credit Supported Loans Possible sources of guarantees: parent companies sovereign states The underlying transaction must be fundamentally sound (i.e. cash flows should be sufficient to service debt) Recourse to provider of credit support throughout the duration of the Loan. 7 What is Project Finance? Project Finance is non-recourse or limited recourse finance, predicated primarily on the merits of the project rather than on the credit of the project sponsor(s) Parties to a project financing: Either: A financing of the project vehicle project sponsor(s): no/limited recourse in respect of the borrower's obligations to the lender borrower/project company: special purpose vehicle (SPV) that owns the pipeline and has no obligations or liabilities outside the project host governments: grant the concessions necessary for the project to be implemented lenders 8 What is Project Finance? (cont’d) OR A financing of a project participant borrower: SPV, but constitutes a participant in the project, rather than the project company itself project company: may be required to enter into a direct agreement with the lender with respect to certain matters (e.g. acknowledgement of the rights of the lender upon the enforcement of its security) sponsor: the company which owns the borrower; no/limited recourse in respect of the borrower's obligations to the lender host governments: grant the concessions necessary for the project to be implemented lenders 9 Sponsor(s) Host ) (s g y t n i Government i u d Concession l q o (Host Government E h Agreement) e r a 10 h S Direct Agreement an Project Finance: Financing the Project VehicleLo Project Vehicle (SPV) Security over Bank Project Rights Limited Recourse Security over Shareholding(s) Concession (HGA) Host Project Company Government (SPV) Parent y g t Security over i n i Project Finance: Financing a SponsorCompany u Direct d q l ShareholdingSponsor in V o E P h Agreement S e d Shareholding r e n it in a i e h im s Sponsor S L r l/ u l o u c 11 F e R Equity Bank Loan Sponsor Security over Shareholding in SPV and Project Rights Direct Agreement Project Finance: Security Package Security, may include the following: Pledge of shares in borrower Assignment of rights under project agreements Assignment of insurance proceeds Charge of offshore bank accounts Charge over property Guarantees and other support from the sponsor: Guarantees completion cost overrun Support Agreements share retention managerial support 12 What are the Risks? Potential lenders will evaluate various types of risk, including the following risks: Upstream Political Completion Legal Operation Tax Market Regulatory Price / Tariff Environmental Conflict 13 BTC and SCP: Project Summaries Baku-Tblisi-Ceyhan (BTC) South Caucasus Pipeline (SCP) Integrated, one pipeline Integrated, one pipeline company - BTC Company company - South Caucasus Pipeline Company 1,768 km pipeline from Baku to Ceyhan 690 km gas pipeline connecting the Shah Deniz gas field to One million barrels per day markets in Azerbaijan, Georgia capacity; capable of expansion and Turkey. Pipeline runs from Provides capacity for the ACG Sangachal terminal through PSA participants plus other Georgia to Turkey founder investors from the North 20 bcm per annum design Caspian area capacity 14 BTC/SCP: Pipeline Routes 15 BTC/SCP: Contractual Framework The contractual framework can be divided as follows: Inter-Governmental Agreements / Host Government Agreements grant the rights and privileges necessary for pipeline construction and operation BTC/SCP documents provide a framework for future cross-border pipeline projects Commercial Agreements Organisational (constitutional documents and shareholders’ agreement) dictate relationships between participants in the project vehicle, including, financing obligations (i.e. basis pursuant to which cash calls are paid) process by which shares can be transferred appointment of operator voting requirements for specific decisions return on investment, payment of dividends consequences of default Third party dictate relationships between the project vehicle and third parties 16 BTC: Contractual Framework IGA Georgia Turkey Azerbaijan HGAs Third Party Organisational Agreements BTC Documents 17 SCPC: Contractual Framework IGA IGA Georgia Azerbaijan Turkey HGAs Third Party Organisational Agreements SCPC Documents 18 BTC/SCP: Financing Arrangements BTC Financing Arrangements SOCAR/SCP Financing Arrangements $2.589 billion of debt (up to 12 year EBRD provided $60 million of term) financing to Azerbaijan (South Caucasus Pipeline) Limited Approximate debt amounts (AzSCP), a wholly-owned subsidiary ($millions): of SOCAR, and $70 million to Lukoil IFC/EBRD A/B Loans 500 Overseas Midstream Shah Deniz Ltd ECA facilities 766 (Lukoil Midstream), a wholly-owned JBIC Overseas subsidiary of Lukoil Overseas. Each Investment Loan 300 borrower is a 10% shareholder in OPIC PRI Loan 100 South Caucasus Pipeline Company, Sponsor Senior Loans 923 the owner of the pipeline Commercial bank (15) participation EBRD is syndicating a portion of around $1 billion its loans to commercial lenders Security included Security included: completion guarantee / debt service completion guarantees undertaking share pledges in SCP and AGSC assignment of agreements including revenues under the Transportation assignment of AzSCP’s and Lukoil Agreement Midstream’s rights under project agreements pledge of AzSCP’s and Lukoil Midstream’s offshore bank accounts 19 BTC/SCP: Risk Analysis Upstream Azeri-Chirag-Gunashli field is expected to yield in excess of 5bn barrels of oil; peak production of 1 million barrels/day; additional production expected from North Caspian Shah Deniz is estimated to have sufficient reserves and production Completion financial commitment from sponsors – SCP: Substantial Equity – BTC: Substantial Equity and Sponsor Loans high level of confidence in sponsors BTC: BOTAS entered into a lump sum (fixed price) turnkey contract for the Turkish section of the pipeline, which the Turkish government guaranteed 20 BTC/SCP: Risk Analysis (cont'd) Operation quality of sponsors shipper commitments Market BTC/oil: western markets SCP/gas: BOTAS (Turkey) Price / Tariff a minimum return is guaranteed, regardless of volumes shipped 21 BTC/SCP: Risk Analysis (cont'd) Legal IGAs and HGAs override local laws and address key legal