Tribasa Toll Road Project

7 July 2016

1. Please prepare a flow of funds diagram for this transaction to trace how toll road revenue received by the Trust is used to pay taxes and operating expenses and to make interest and principal payments as required by the terms of the offering. Toll revenues collected by operator were to be segregated into different accounts to ensure that taxes are paid and operating, maintenance and administrative expenses are met before Note-holders received payments of principal and interest.

To ensure that toll revenues flow appropriately to meet operating expenses and administrative expenses and pay debt services, the Trustee established and maintained three accounts to hold the Trust’s assets: General Account: A general purpose account to hold revenues until needed for operating expenses or debt service payments. SCT Account: A segregated account to hold funds for payments that are required to be made to the Transport Ministry. Major Maintenance Account: A Segregated account to ensure that funds are available to make necessary repairs or major maintenance.

Tribasa Toll Road Project Essay Example

Debt Service Reserve Fund Account: This account was established with a US bank as fiscal agent. The debt service reserve holds fund in US dollars, which are available to pay debt service if funds are not available in the General Account to make timely payments of interest or principal. Each week, the operator would transfer toll revenues (net of the VAT) to the General Account. Cash received by the Trust was used first to pay certain royalties to the Mexican Transportation Ministry, then taxes and operating expenses related to the roads and finally to make principal and interest payments on the notes.

The Trustee withdrew funds in the following order: Each month Funds were deposited into SCT account for payment to the Transportation Ministry. Funds were used to pay the Trustee and the US Fiscal agent, insurance premium, the operator’s management fee for the preceding month and other administrative and operating expenses. Funds were set aside for later payment of withholding taxes (so that payments received by Note-holders are free of withholding taxes). If necessary, funds were converted to US dollars and transferred to US Fiscal Agent for deposit into Debt service Reserve Fund.

If necessary, funds were deposited into the Major Maintenance Account to maintain the required balance. Semi-annually Funds were transferred to Mexican authorities for payment of withholding taxes. Funds were converted to US dollars and transferred to the US Fiscal Agent for payment of principal and interest to Note-holders. If available and required, funds were converted to US dollars and transferred to the US Fiscal Agent for payment of late payment premiums. 2. What risks to investors are inherent in this financing? Following are the risk inherent in this financing:

Currency Risk: There are atleast three important aspects of currency risk: The risk that the local currency will depreciate in value for example, as the result of the host government’s formally devaluing it. The risk that the revenue and cost streams are currency-mismatched-for example, when the revenues are generated in a weak currency while the debt is denominated in a strong currency. The risk of inconvertibility of the local currency into another currency that is needed to pay certain expenses, such as debt service. Devaluation increases the amount of revenue that a project must generate in order to service its debt.

A significant devaluation could seriously impair a project’s ability to service its debt, perhaps even triggering a default. Even without a formal devaluation, exchange rate fluctuations can potentially harm the project if the local currency depreciates in value relative to the currency in which the project’s debt is denominated. Finally, even if the local currency holds its relative value, the project’s sponsors will have to be able to convert sufficient local currency into the currency in which the debt is denominated in order to meet the project’s debt service obligations.

Exchange controls or other restrictions on the repatriation of funds could seriously impair the project’s ability to service its debt. Political Risk: Foreign projects involve certain risks that are specific to the country in which the project is located. They are: The risk that the existing government may be replaced by new government that will not be supportive of the project. The risk that government policy could change to the detriment of the project (even when the government does not change) for example, by imposing foreign exchange controls, reneging on a promised tax holiday, or expropriating the project’s assets.

The risk that unanticipated developments, such as civil unrest or a national strike, in the host country might adversely affect the project. Infrastructure projects often require extensive government approvals. If the government’s attitude toward a project changes, the remaining permits may prove very difficult, or even impossible, to secure. Outside providers of funds will generally be very reluctant to advance any moneys until the procurement of permits has been completed. Tax factors can be particularly important.

A significant change in the local tax regime that reduces the project’s after-tax cash flow stream would reduce the amount of cash flow available to service project debt. For example, the host government might decide to introduce a new excise tax that applies to the project’s output or the cancellation of a favorable tax treaty could adversely affect a project, perhaps by eliminating the very low rate at which withholding tax had previously been levied on distributions of dividends and interest to foreign investors. Economic Risk:

An infrastructure project, by its very nature, involves the provision of basic goods and services to the public. A project that produces a single good (such as a power plant) or provides a single service (such as a toll road) is dependent on the demand for that particular good or service. That level of demand will in turn be affected by the state of the local economy. Infrastructure projects also tend to have long useful lives. Their financing thus requires a high proportion of very long-term debt in order to enable the project both to provide the goods or service at a publicly acceptable price and to comfortably service its debt.

If private-sector financing is to be arranged, the private-sector entities that arrange the financing will have to own the project, or a concession to operate it, over a period long enough to enable them to fully repay the debt. Infrastructure financing does not always permit the traditional remedies that exist when a borrower defaults. In the case of a toll road, for example, the host government may own it, so there is no asset on which the lenders can foreclose. Also, as a practical matter, the toll road cannot be moved, and the concession rights are often nontransferable.

3. How was the transaction structure designed to minimize investor exposure to project risk? In case of Tribasa Toll Road project, the parent company Tribasa formed a Trust called as Mexican Trust and transferred its right to collect toll revenue to this trust, along with the investment income the Trust earned on its assets and any proceeds from insurance policies arranged for the two toll roads. The Notes issued by Tribasa to the investor were secured solely from the assets of the Trust and are explicitly not an obligation of Tribasa or its subsidiaries.

This was a factor of concern for the investor as Tribasa is not obliged to pay in case of default by the Trust. However investor has designed the transaction structure to minimize the risk of the project. The various features of the transaction structure which minimizes the risk are as follows: Dual Debt Amortization schedule The Notes required interest payments at a rate of 10. 5% per annum, payable semi annually beginning June 1, 1994. The Notes were issued with two amortization schedules namely “Contractual Schedule” and “Scheduled Amortization”.

“Contractual Amortization” was the minimum amount of principal that must be paid on or prior to each Debt Payment Date. In this amortization schedule principal payment begins from June 1, 1997 and the principal amount would be fully paid by December 1, 2011. If the trust failed to make payment according to this schedule an event of default will occur. In case of Scheduled Amortization which is more stringent, principal payment starts from June 1, 1996 and final principal payment in December 2005.

The trust is required to make the payment as per this schedule and failure to meet payment will not result in an event of default but a Late Penalty Premium accrues at the rate of one percent per annum on the unpaid Scheduled Amortization amount, also triggers a Blockage event which would put following restrictions on Tribasa and the Trust: Dividend payments may not be made to Tribasa The Trust may not issue subordinate debt Payments will not be permitted on any outstanding subordinate debt. The restrictions limit Tribasa’s actions and provide additional means to retain cash flow in the trust.

Dividend Distribution Restrictions Tribasa will not be eligible for the dividend in the first two years after the issuance of the debt, thereafter semiannual dividend distributions are permitted to the extent cash remains under the following circumstances: All payments for operations, maintenance, administration, insurance and debt service have been made Funds have been set aside for one month’s operating and administrative expenses and for withholding taxes to be paid on the next semi-annual payment date. The ratio of net cash flow to scheduled debt meets specified levels of 1. 46X. Debt Service Reserve Fund

This fund was created to mitigate the currency risks. A portion of the proceeds from the Tribasa Toll Road Trust Financing, was used to provide initial funding for the Fund. The Fund holds US dollar balances and is available to pay debt service on a timely basis when the general account lack sufficient funds to cover a scheduled debt service payment. Three financial ratios were presented to inform potential investors about the project’s ability to cover the required interest and principal payments: Ratio of Revenues Available for Debt Service to Total Debt Service Ratio of Net cash Flow to Total Debt Service

Ratio of Net Cash Flow plus beginning General Account Balance to total Debt Service An external consultant (URS consultant) was hired to prepare forecasts of traffic, toll revenues, maintenance and operating expenses and Major Maintenance requirements which provides clear picture of revenue and expenses to the investor. URS also prepared a reduced economic activity scenario with more conservative forecasts of traffic projections and toll revenues. 4. The Mexican government’s decision to float the peso was unanticipated at the time of the offering. How would you expect the devaluation to affect the performance of the Notes?

The Mexican government’s decision to float the peso & its subsequent devaluation is a typical case of currency risk. In this case, the currency risk has two aspects, one being the risk of devaluation of the peso, which eventually happened, and the other being of revenue & cost streams mismatch, i. e. , revenue generation in a weak currency & debt payment in a strong currency. In this case, since the revenue generation was in peso while the debt repayment had to be done in USD, so the devaluation of the peso meant that more amounts of pesos had to be paid while repayment of the debt (considering the loan of USD 110 million).

Initially, before the Mexican government free-floated the peso, it was priced around 3. 22/ USD. So, the repayment had to be around 354 million pesos. When the peso was free-floated & fell to 5. 25-5. 75/ USD, the repayment amount became 577-632 million pesos. Further, when the peso fell to a record low of 7/ USD, the repayment amount increased to 770 million pesos. Devaluation would increase the amount of revenue to be generated by the project to service its debt. This may also result in the coverage ratio falling below 1, which would mean that the project cannot cover its debt

service payments from net operating income. Devaluation of the peso would also mean that the Mexican Trust may default on the principal & interest payment to note-holders semi-annually. Finally, the flow of funds was structured in such a way that dividend payment to Tribasa would be the least priority. In case of devaluation, the dividend payment to Tribasa might also not happen & the payment of late premium, if required, would also not happen or would happen only partially. 5. What lessons do you take out of this financing?

How could this technique be used to arrange financing for other highway and facility concession projects in the developing world? The Tribasa Toll Road Trust Financing illustrates the types of contractual and other credit support arrangements that must be put in place to enable an infrastructure project to obtain financing in the international capital market. That fact is encouraging because of the enormous need for infrastructure development—but the very limited local financing capacity—that exists in so many developing countries.

Mexico’s private toll road program also illustrates the risks inherent in trying to finance public transportation facilities privately. Assessing future demand has been a vexing problem as many projects have failed to generate sufficient traffic to enable them to service their debt. It is important to forecast demand conservatively so as to avoid overleveraging the project entity. In this case SPV overlooked the effect of exchange rate risk. It based its analysis totally on URS consultants review where URS were not risk management consultants.

As per industrial standards it forecasted cash flows according to base case but couldn’t emphasis on possible worse scenarios. Key Lessons from Tribasa Case: Realistic forecasting and project planning is essential. Good overall strategy and coordination, and good technical capacity in the procuring authority are important factors for success / avoiding failure. A strong PPP framework is important for developing projects as this can bypass a number of impediments to creating successful projects. Better planning and regulatory frame.

Techniques specific to Tribasa case which can be used to arrange financing for other highway and facility concession projects in the developing world: Maintenance of Debt Service Reserve Fund which are available to pay debt service if funds are not available in General Account to make timely payments of interest and principal and a portion of the proceeds from the Tribasa Toll Road Trust Financing was used to provide initial funding for the Fund. This can be also used to mitigate currency risk.

Subject to availability of funds, the notes required the trust to make payments in accordance with the more aggressive “Scheduled Amortization” schedule which starts principal payments a year earlier failure to do so does not result in default but late penalty premium. In addition, non-payment of scheduled amortization is a blockage event, which triggers restrictions. These restrictions limit Tribasa’s action and provide additional means to retain cash-flow in the trust. Preparation of Dual Debt Amortization Schedule is to allow for variability of the project’s toll revenue stream: Contractual amortization schedule; and

Contingent amortization schedule. In addition, non-payment of Scheduled Amortization is a Blockage event and dividend payments is permitted only if: All senior cash payment obligations have been met; One month’s operating and administrative expenses have been provided; No event of default or of blockage has occurred and is continuing; The ratio of net cash flow to scheduled debt service for the immediately preceding Four semi-annual periods has satisfied specific tests; and The amounts in the Debt Service Reserve Fund and other accounts exceed a specified minimum. This technique can be adopted to minimize risk to investors.

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