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Project Finance Restructurings and Corporate Debt Restructurings in the Emerging Markets: a Comparative Overview

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Project Finance Restructurings and Corporate Debt Restructurings in the Emerging Markets: a Comparative Overview Project Finance Restructurings and Corporate Debt Restructurings in the Emerging Markets: A Comparative Overview STEVEN T. KARGMAN STEVEN T. KARGMAN The views expressed in this article are solely the per- that has many customers, perhaps several lines is counsel with the sonal views of the author and do not necessarily rep- of business, and possibly certain assets that can Export-Import Bank resent the views of the Export-Import Bank or the be sold off if the need arises. It is quite another of the United States in Washington, DC. U.S. Government. thing to lend into a project finance transaction where the project may have only one customer, estructuring activity in the emerg- such as a government-owned offtaker, and ing markets has been increasing where the project cannot change its line of busi- sharply in recent years. In the ness or the location of its assets—the so-called immediate aftermath of the Asian “stranded asset” problem. Rfinancial crisis and in the years since, there have However, while there may be many con- been a number of high-profile corporate debt trasts between project finance restructurings on restructurings in the emerging markets and sev- the one hand and corporate debt restructur- eral of them have involved outstanding debt ings on the other hand, there are also many amounts of more than $1 billion—in some cases commonalities. In this article, we will compare significantly more. During the same period, and contrast these two types of restructurings there also have been many significant project in the emerging market context. In consider- finance restructurings in the emerging markets, ing project finance restructurings, it should be particularly in several Asian countries such as noted that we will focus on the power sector Indonesia, Pakistan, and elsewhere. in particular and will use the restructuring of Nonetheless, project finance and corpo- independent power producers (IPPs) based on rate debt restructurings in the emerging markets long-term power purchase agreements (PPAs) are not often considered to be similar under- as a paradigmatic example. Of course, there takings. From a lender’s perspective, corporate have been many other types of important and project finance restructurings would appear project finance restructurings in diverse sectors to address very different financing structures. such as telecommunications, transportation, and Creditors who have loaned against the balance infrastructure, and it is certainly recognized that sheet of a going concern would appear to be in restructurings in these sectors may yield their a very different situation from those who have own valuable lessons. But these other types of loaned against prospective cash flows from what restructurings are beyond the scope of this arti- may be a single asset or discrete set of assets held cle. In addition, even within the power sector, by a special purpose vehicle that was created for there are IPPs that are based on the “merchant the given project finance transaction (i.e., it has power” model (i.e., the power is sold into a no prior operating history).1 Moreover, it is one competitive market rather than sold pursuant to thing to make a corporate loan to a company long-term purchase contracts) as opposed to WINTER 2003 THE JOURNAL OF STRUCTURED AND PROJECT FINANCE 35 © International Insolvency Institute - www.iiiglobal.org This article originally appeared in the Winter 2003 issue of The Journal of Structured and Project Finance and is reprinted with permission from Institutional Investor, Inc. For more information please visit www.iijspf.com the PPA model. Furthermore, in considering corporate turing, the array of project documents that may be impli- debt restructurings in these markets, we will focus on so- cated, and the complexity of project arrangements. In called out-of-court, “consensual” restructurings as opposed addition, the parties may realize that the structure of inter- to reorganizations within the judicial context. creditor arrangements, with their highly specific voting Restructurings in the emerging markets can pose requirements among the different creditor constituencies, many unique challenges. In corporate restructurings, the will not necessarily lead to a prompt resolution of out- fundamental challenge generally is the issue of how to get standing issues,2 and that the involvement of governmental the debtor to begin re-servicing its debt pursuant to a entities in the host country and the related political con- consensual restructuring plan when, by virtue of the local siderations also may serve to prolong the process. insolvency law and local legal framework, there possibly Notwithstanding these conflicting timing expecta- may be limited incentive for the debtor to reach a prompt tions, both corporate and project finance restructurings can or fair restructuring with its creditors. By contrast, in the in fact turn into lengthy, protracted affairs. It is not unusual project finance restructuring context, the fundamental for large, complex corporate debt restructurings in the challenge may center on how to get the government- emerging markets to last several years. In certain cases, owned offtaker to enter into a revised long-term tariff debtors have been known to use deliberate delaying tactics with the affected project when, among other difficulties, to prolong the process. Thus, specific phases and milestones demand for the project’s output may be severely depressed of the restructuring process that may seem as if they should due to a systemic financial or economic crisis, when the be relatively straightforward and not particularly time-con- local currency may have been devalued (thus making tar- suming—for example, entering into confidentiality agree- iff payments indexed to a foreign currency more expen- ments with the debtor or performing due diligence on the sive), and when the transmission infrastructure may be debtor—can take much longer than might seem normal or only partially constructed. reasonable. A debtor in an emerging market may use its local influence and other forms of leverage to delay the pro- CONTRASTS BETWEEN CORPORATE AND cess. As the World Bank stated in a 2000 draft consultation PROJECT FINANCE RESTRUCTURINGS IN report on insolvency law reform, “With little or no credi- THE EMERGING MARKETS tor protections and weak enforcement rights, management for financially distressed or willfully defaulting enterprises Timing Expectations have no credible threat to compel them to negotiate on commercially reasonable terms.”3 In corporate restructurings in the emerging markets, at the outset of the process, the parties, particularly the creditors, may believe they are about to embark on a rel- Even if the parties to a project atively short-term exercise, one that perhaps can be con- cluded within, say, a period of one to two years. Although finance restructuring may expect the creditors may understand intuitively that the process will a lengthy process that will last a not proceed as rapidly as it would in the United States or in other advanced, OECD-type economies, creditors few years, they still may not fully nonetheless may have the attitude, “What can be so hard? We’ll do our due diligence on the debtor, develop some expect and be prepared for some cash flow scenarios, put together a restructuring proposal, of the delays that inevitably arise. negotiate with the debtor, and then get the proposal approved by the creditors.” Project finance restructurings in the emerging mar- By contrast, in project finance restructurings in the kets may take several years as well. Even if the parties to a emerging markets, the parties may be relatively resigned project finance restructuring may expect a lengthy process to the fact that the restructuring will be a long-term pro- that will last a few years, they still may not fully expect and cess. In these restructurings, the parties may expect the be prepared for some of the delays that inevitably arise. restructuring process to last easily for a few years. They For example, they may not be prepared for the delays that may come to this recognition based on the multiplicity might arise when they attempt to negotiate revised tariff of parties that are involved in a project finance restruc- arrangements with host government parties such as the rel- 36 PROJECT FINANCE RESTRUCTURINGS AND CORPORATE DEBT RESTRUCTURINGS IN THE EMERGING MARKETS WINTER 2003 © International Insolvency Institute - www.iiiglobal.org This article originally appeared in the Winter 2003 issue of The Journal of Structured and Project Finance and is reprinted with permission from Institutional Investor, Inc. For more information please visit www.iijspf.com evant government ministries and state-owned utilities. Such out of the restructuring process, such as how the revised negotiations do not necessarily proceed according to a strict tariff level charged by the project ultimately may affect commercial logic and tempo, but may be significantly influ- retail tariffs that consumers will have to pay. As a result of enced by the political rhythm of events in the host coun- increases in tariffs charged by IPPs as well as other fac- try. Even if the project and other key project parties realize tors, the host government may consider the need to raise that there will be many elements that may comprise an retail tariffs. But the decision to raise retail tariffs can overall project finance restructuring, they also may not become a highly charged political matter, and host gov- fully anticipate some of the delays in reaching new, revised ernments may proceed cautiously on this front. project arrangements among the diverse group of project In light of this possible political element in the restruc- parties. Such new arrangements may pertain, for example, turing process, project parties are often well advised to to a restructuring of the project’s outstanding debt or a understand the dynamics within the relevant individual rationalization of certain project arrangements such as those government ministries and among such government min- relating to the supply of the project’s raw material inputs.
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