Tianjin Plastics (China)

The surge in foreign direct investment spending is easing back from its 1994 highs as the authorities seek to channel funds into so-called priority areasaway from real estate and towards high-tech manufacturing production, infrastructure expendi- ture, energy and communications and, on a geographical basis, increasingly into the 18 inland provinces.

Recent guidelines, however, continue to fail to offer sufficient incentives for ex- panded participation in the infrastructure sector as far as foreign investors are con- cerned. Plans to attract US$20 billion into Chinas power sector by the year 2000, for example, are hampered by the ceiling of 15% put on investment rates of return.

Struggling With Reform, Corporate Finance Foreign Exchange Yearbook 1995/96, p. viii.

It was May 1996, and Pat Johnson looked out the window at the seemingly perpetual New England winter. His recommendation regarding the financial viability of the Tianjin Plas- tics power plant project in China was due in two days. The recommendation would require a final evaluation of all financing optionsproject financing, as well as reaching contract closure with his joint venture partner, Tianjin Plastics/Chinese Ministry of Power Industry (MOPI). Pat was the project finance analyst for Maple Energy, a U.S.-based international power plant developer. The problems with the project as proposed were substantial. Pat was afraid that even if the basic financials could be structured to be acceptable to both Maple and MOPI, Maple would face substantial risks in getting its investment dollars back out of China. And it was snowing again.

Maple Energy

Maple Energy (US) was a wholly-owned subsidiary of Northern States Utilities. Since its inception in 1989, Maple has successfully completed power plant projects in Argentina, Costa Rica, the Dominican Republic, and the United Kingdom. Current project develop- ment focused on Asia, particularly India and the Peoples Republic of China (PRC).

Maple was truly a developer of power plant projects. Maple would structure the agree- ment for the construction of a power plant (usually a joint venture arrangement with a local partner), arrange the necessary financing, acquire and contract for all power sales once the project was fully operational, and subcontract to other firms the construction and actual operation. The power plant itself was a turnkey EPC, an engineering procurement and construction contract in which the contractor designs, builds, and tests the power plant, so that the actual owners only have to turn the key to run it.

Most power plant projects like the one under consideration by Maple and Tianjin Plastics were undertaken as project finance ventures. Project financing is a method by which large stand-alone investments may be financed on the basis of their own assets and cash flows, with no substantial recourse to the assets of the equity holders themselves. Project financing is the primary method by which the massive infrastructure investment was taking place throughout southeast Asia, including China, Malaysia, Indonesia, the Philippines, India, Bangladesh, Pakistan, Laos, Thailand, Vietnam, and a host of other emerging econo- mies. Pat, although well-versed in the intricacies of project finance (they were typically extremely detailed agreements requiring thousands of pages of documentation), was ex- tremely uncomfortable with the problems posed by the Tianjin proposal.

Project Finance

Project finance was not new. Examples of project financing go back centuries, many of the earliest examples actually providing the financing of merchant trade with Asia. Trading companies such as the Dutch East India Company and the British East India Company financed their trade on a voyage-by-voyage basis. Each individual voyages financing would be returned upon the return of the ship, from which the fruits of the Asian marketplace were sold at the docks to Mediterranean and European merchants, and the individual share- holders of the voyage paid in full.

In many ways little had changed about the financing needs of Asian investment. Al- though the investment was now for infrastructure such as electricity, water, railways, tele- communications networks, and resource-based industries like mining rather than for spices and silk, project finance was still the preferable approach. Pat knew that each individual project was different, but they all had a similar set of characteristics, listed in Exhibit 1, lending them (pun intended) to project finance.

In order to attract capital to a project, the lenders must feel secure that they will be repaid. Bankers are not by nature entrepreneurs, and they do not enjoy entrepreneurial returns from project finance. The banks are not providing venture capital and they do not accept risks that are more properly the responsibility of equity investors.1 The problem presented by project financing lies in the balancing of the needs of the sponsor for total non-recourse financing with the needs of the banks, whose aim is to be assured of repay- ment either from the project, the sponsor, or some interested third party.

The risks normally associated with project financing include: reserve or resource risk, operating risks, market risk, force majeure risk, political risk, foreign exchange risk, currency conversion risk, and completion risk. An essential element of the structuring of project financing is which party (bank, project sponsor, or offtake contractor) assumes the responsibility for each of the risks listed.

EXHIBIT 1 Characteristics of a Viable Project Financing

The project must be backed by a strong credit; the sponsor should be financially healthy to assure lenders that the sponsor will be around to build it and operate over its lifespan.

1. The risk involved relates to credit and not to equity or venture capital.

2. The project itsel fmust be financially viable.

3. Supply contracts for the product must be in place at a cost consistent with the financia lprojections.

4. A market for the product must be assured at a price consistent with the financial projections.

5. The contractor who is to construct the project must be acceptable.

6. Financial capability and technical expertise must be available to cover cost overruns and complete the

project.

7. The sponsor or the borrower must be capable of operating the project.

8. The project must no trepresent new/unproven technology.

9. There must be an appropriate equity contribution.

10. Adequate insurance must be available,both during construction and operations.

11. Any required government approvals must be available.

Qualitatively, the characteristics lead to a set of properties which are critical to the success of a project financing.

Separability of the project from its investors. The project is established as an individual legal entity, separate from the legal and financial responsibilities of its individual inves- tors. This not only serves to protect the assets of equity investors, it provides a con- trolled platform upon which creditors can evaluate the risks associated with the singular project, the ability of the projects cash flows to service its debt, and assurance that the debt-service payments will be automatically allocated by the project, not by the com- plex decision making arising from the multinational firm.

Long-lived capital intensive singular projects. Not only must the individual project be separable and large in proportion to the financial resources of its owners, its business line must be singular, singular in its construction and operation at a set capacity. The capacity is set at inception, and is seldom, if ever, changed over the projects life.

Examples of project finance have included some of the largest individual investments undertaken in the past three decades: British Petroleums financing of its interests in the North Sea (totaling $972 million in 1972); the Trans-Alaska Pipeline, a joint venture between Standard Oil of Ohio, Atlantic Richfield, Exxon, British Petroleum, Mobil Oil, Phillips Petroleum, Union Oil, and Amerada Hess (1978). Each of these represent capitalexpenditureswhichnosinglefirmwould/couldattempttofinance.2 Yet,through a joint venture arrangement, the higher than normal risks absorbed by the capital em- ployed could be managed.

Cash flow predictability from third-party commitments. An oil field or an electric power plant produced a homogeneous commodity product which would produce pre-dictable cash flows if third party commitments to take and pay could be established. In addition to revenue predictability, non-financial costs of production needed to be con- trolled over time, usually through long-term supplier contracts with price adjustment clauses based on inflation. This predictability of net cash inflows through long-term contracts eliminated much of the individual projects business risk, allowing the finan- cial structure to be heavily debt-financed (sometimes over 80% debt) but still safe from financial distress.

The predictability of a projects revenue stream is essential in securing project financing. Typical contract provisions which are intended to assure adequate cash flow normally include the following issues: quantity and quality of the projects output; a pricing for- mula that enhances the predictability of an adequate margin to cover operating costs and debt service payments; a clear statement of the circumstances that permit signifi- cant changes in the contract such as force majeure or adverse business conditions.

4. Finite projects with finite lives. Even with a longer-term investment, it is critical that the project have a definite ending point at which all debt and equity has been repaid. Because the project is a stand-alone investment in which its cash flows go directly to the servicing of its capital structure, and not to reinvestment for growth or other invest- ment alternatives, investors of all kinds need assurances that the projects returns will be attained in a finite period. There is no capital appreciation, there is only cash flow.

Pats checklist indicated that Tianjin seemed to meet all of the basic requirements. But the basic law of project finance was his paramount concern: the debt-service payments of any project finance proposal must match as closely as possible the ability of the project to generate earnings. The devil was indeed in the details.

The Tianjin Plastics Joint Venture

Tianjin was an important industrial and port city in Northern China under the direct administration of the central government. The 9.2 million inhabitants of Tianjin were among the first to enjoy the benefits of increasing openness towards foreign investment when the Tianjin Economic and Technological Development Area was established in 1984. This new economic zone became one of the most favored among foreign investors quickly. By 1995 over 156 foreign companies had established differing levels of activity in the eco- nomic zone, some of which were Chinas largest foreign investors such as Motorola (USA) and Samsung (Korea).

Tianjin Plastics was a government-owned enterprise which utilizes an extremely en- ergy-intensive extrusion process for the production of a variety of raw industrial plastic products. The proposed power plant, a 140 megawatt coal-fired steam-electric plant, would provide all of Tianjins power needs, with excess to sparewhich would in turn be sold on the regional electrical power grid. Maple had already concluded the negotiation of the power purchasingagreement(PPA)withtheChineseMinistryofPowerIndustry(MOPI). Themost notable feature of the agreement was the provision for free coal feedstock for the life of the power plant (20 plus years).

The power plant construction and testing would require four years. If production could be started later, the power could start flowing to Tianjin Plastics by the summer of 2000, and the cash flows from operations could start flowing to Maple at the same time. The project was a build-operate-transfer (BOT) arrangement, where the Maple-Tianjin- MOPI joint venture would own and manage the plant for twenty years, at which time the plant would be turned over to the regional utility in Hebei province. So regardless of the productive life of the plant, the economic life of the project, from Maples viewpoint, would end in the year 2020.

Project Economics

The pro forma financial statements on the project forecast an operating margin of 178,000,000 Chinese renminbi (Rmb) beginning in the year 2000, increasing 3% annually thereafter.4 The project was to be granted a tax holiday for the first six years of operation, and would face a tax rate of 40% after that on corporate income. Interest and principal repayment would begin in the year 2000. The annual depreciation of plant and equipment was estimated to be Rmb98,000,000 per year for 10 years (which was already subtracted to arrive at the operating margin). The government of China required that 25% of annual depreciation charges be reinvested in operations. There would be no recapture of depre- ciation at the end of the investment. Operating losses incurred during the tax holiday could be carried forward seven years for tax purposes.

The joint venture would be split 49% Maple, 46% Tianjin Plastics, 5% MOPI, with Maple holding the controlling interest. This was the structure Maple generally preferred, so that it could maintain actual control of operations while its local partner could provide nearly equal financing and something more important than mere dollars or renminbi local participation. The actual equity-stake in a project of this type ranged between 15 and 30% of total capital. In this case, equity would make up only 15% of the total $110 million in capital needed. The majority of the capitalization would come from bank financing local banks, foreign banks, and international lending institutions with interests in eco- nomic development.5 A diversified capital structure, both in equity and debt participation, was one of the keys to successfully developing a project finance venture. Lining up the bank financing, both public and private, however, was increasingly a problem.

But all was not well with some of the major lenders. The U.S. Export-Import Bank, a government-funded lender for the facilitation of U.S. exports to foreign buyers, had an- nounced today that it would not participate in the funding of the Three Gorges Dam Project in China. The project, with an estimated cost between $24 and $40 billion, was already underway on the Yangtze River east of Wuhan. Several major U.S.-based firms (Caterpillar, Rotec Industries) had openly campaigned for Ex-Im Bank support. The Ex-Im Banks refusal to participate was based on the environmental repercussions of the dam, which would flood the historic Three Gorges Region of central China.

Maples part of the deal would be its 49% of the $16.5 million in equity. The project size was standard for a medium-sized player like Maple, its projects typically ranging from $10 to $200 million in total capital employed. The average payback from Maples projects was about 6 years after commencement of power plant operations, also normal for the industry.6 The companys required hurdle rate was 15%, but would have to be higher to compensate for the additional risks posed by the Chinese market.

Maple, however, wanted this project to happen. The market potential for similar power plant projects in China was enormous. It was estimated that the PRC would need 21 giga- watts of new capacity each year for the coming decade. This was equivalent to re-electrify- ing all of southern California each year, a truly promising market opportunity. But for all of the needs of power plant development, the capital resources of China were obviously inad- equate to meeting the task, and there remained considerable impediments to foreign capital stepping in to fill the gap.

Financing Arrangements

Total construction financing of $93.5 million (Rmb786.8 million) was provided through a combination of loans from the equipment vendors ($22.0 million), Tianjin Plastics ($7.59 million), Maple Energy ($8.085 million) and a bridge loan from a West Coast U.S. bank ($55.0 million). Upon completion of the project, all three parties would convert their re- spective loans into equity. MOPIs and Tianjin Plastics loans were in renminbi as was 10% of the equipment vendors loan. The bank required completion guarantees from both Tianjin Plastics and Maple Energy. Local currency construction loans carried a rate of 14% while the U.S. dollar loans carried a rate of 9.0%.

The construction plan called for the funds provided by the project sponsors to be drawn down at the beginning of the first year, the bank loan to be drawn down equally over years two and three, and the loans from the vendors to be drawn down at the beginning of year four. Interest on the loans would accrue for the four years. At the end of the four years the interest earned by Tianjin, Maple, and the vendors would be paid out by the banks and capitalized in the project financing loan. In the case of the vendors, the loan principal would be taken out by the new project financing loan as well.

The post-completion financing of $117.4 million ($93.5 million principal plus $23.9 million in accrued interest) was arranged through a club syndication consisting of three banks which had experience with project financing in China, and by the Bank of China. Unfortunately, as a result of the extended construction period often experienced in developing countries, this translated into a payback of between 10 and 12 years after much of Maples equity capital was put at risk.

The three foreign banks were the U.S. West Coast bank that provided the bridge loan, a large Canadian bank, and a well positioned Japanese bank. All three banks also had an indirect interest in the project: Maple was a good customer of the West Coast bank; a number of the vendors to the project were Japanese; and the Canadian bank was actively pursuing business in the PRC. The Bank of China loan of Rmb90.7 million (the equivalent of $10.9 million) was provided at a fixed rate of 13% for 12 years. Repayments of loan principal on the Bank of China loan and on the club syndication loan were to be made in equal annual installments.

The syndication loan was structured into two tranches, for $33 million and $57 mil- lion, respectively. The first tranche was a project-sponsored/supported limited recourse loan, and the second tranche was a project-supported non-recourse loan. The first tranche was priced at .95% over six-month LIBOR for six years (the average payback period for Maple). The second tranche was for 10 years and priced at 1.75% over six-month LIBOR (cur- rently 5.75%).7 The club syndication loan was denominated in U.S. dollars. The three banks were willing to accept the currency convertibility risk on both tranches.

Currency Impediments

A major problem for all foreign investors was the Chinese currency, the renminbi (Rmb). The renminbi was not currently freely convertible, so that any cash flows for either profit repatriation or debt-service repatriation would have to go through a government approval process. Requests for hard currency exchange and the opening of foreign exchange accounts must be submitted to the State Administration of Exchange Control (SEAC). Even with a reduction in actual restrictions in recent years, foreign investors in China must still obtain SEAC approval to buy or sell foreign currencies, as well as submit documenta- tion evidence for each individual transaction.8

The renminbi had first depreciated with the abolishment of the dual currency system in 1994, but had stabilized since that time (although one must keep in mind that it was still a highly managed official currency value). The outlook for the value of the renminbi was uncertain; the Bank of China had set the year 2000 as the target date for full convertibility for currency transactions related to the current account (trade transactions), but no date was yet set for the more complex capital account (money and capital market transactions and investments). The Chinese government continued to control the amount of renminbi converted to hard currency with an iron fist in an attempt to manage the currencys value and the external impacts on the domestic financial economy through volatile exchange rates or imported inflation.9

As illustrated in Exhibit 2, however, the stabilization program for the renminbis value was not always that successful. The renminbi was trading around Rmb8.32/$ in the first three months of 1996. Surprisingly it had actually appreciated slightly against the dollar in 1994 and 1995, but inflationary pressures were reigniting concern. Where it would be in one year, four years, or 20 years, was anyones guess.

Barriers to Foreign Investors

The barriers to investing in China were substantial. First, the Chinese government was attempting to limit the return on investment (ROI) on projects of this type to 12%. After most power plant developers like Maple balked at such low rates of return, the Chinese government revised the target ROI to between 15% and 17% if the plant demonstrated outstanding efficiency.11 Many analysts still considered that to be low, estimating that at least 18% was needed as adequate compensation for projects of this type.

Secondly, the Chinese government often refused to guarantee fulfillment of a contract such as this one, even though Tianjin Plastics was a state-owned-enterprise. This increased the level of risk as perceived by the bank lenders, and certainly was not helping the cause at the moment.12 The fact that MOPI was a partner might have little impact on the perfor- mance of the Chinese government.

Finally, the Chinese government did not allow registered capital, the equity capital initially invested under the agreements of the project, to be repatriated. This meant that Maple would not be able to return to the parent company anything other than the profits, the dividends, which might or might not in actuality arise over the life of the project. There would be no re-payment of equity participation.

Repatriation of Equity Investment

It was in fact the last point which had bothered Maples project evaluation team the most. Maple had always been able to repatriate, in one way or another, a large part if not all of its capital invested in a power plant project. A number of different proposals had been evalu- ated in order to find a way out. Proposals varied from back-to-back loans to dollar-indexed rate adjustment clauses to Rmb swaps.

The simplest solution from Maples perspective was to have the power price paid by Tianjin Plastics indexed to the dollar. Given the relatively dependable revenue stream and the minor role of costs of production (remembering that the primary variable cost was coal, which was free, and the majority of fixed costs arising from capitalization) this would essen- tially guarantee earnings in the joint venture which would maintain their U.S. dollar value as repatriated. This would obviously please both the foreign creditors and Maple, but the Chinese pricing bureau of MOPI had ruled this out immediately as the revenue structure of Tianjin itself was purely domestic (renminbi based). MOPI was also opposed to this scheme because of the negative impact it might have on the returns on their invested capital in the project.

A method employed in China on several occasions in the last three years was the back- to-back loan (illustrated in Exhibit 3). Maple had identified another Western firm, Wintel (US), who already had an investment in China. Wintel had generated profits in renminbi but could not repatriate the earnings. Maple and Wintel had discussed a back-to-back loan agreement in which Wintel would loan the equivalent of Rmb70.018 million to Maple for six years at 10.5%, and Maple would in turn lend to Wintel $8.415 million at LIBOR plus 1.45% for the same six years. At the prevailing exchange rate of Rmb8.32/$, the loan amounts were equal in value. Instead of converting the dollars and making the equity investment in China, Maple would borrow the renminbi for the investment (from Wintel). Both loans were structured with bullet principal repayment at maturity. The renminbi loan would be serviced by Maples share of the local currency profits in excess of Rmb70.018 million. Wintel was willing to enter into this structure because its registered capital was locked into renminbi and it could only make 8% on its liquid funds in China. Additionally, if it were to borrow the funds back in the United States it would pay a higher rateLIBOR plus 1.80% for the same six years.

Currency Risk

A partially convertible currency posed special problems. Assuming governmental approval would be obtained for the conversion, the currency risk for such an extended period of time was unacceptable. Maple had worked with a number of the major multinational banks in evaluating a number of potential solutions. What made this currency risk different from any other long-term floating rate foreign currency denominated receivable was the lack of financial derivatives to hedge renminbi cash flows. All risk management derivative products relied upon access to money and capital market instruments in the subject currency, and those financial markets simply did not yet exist in China or in Chinese renminbi anywhere. This same principle applied to other suggested alternatives such as U.S. dollarChinese renminbi swaps.

The remaining solution of the greatest potential value was to finance the majority of the project in renminbi, that is, borrow locally. This would simply match the local currency inflows with local currency outflowsfinancing outflowsinsulating the majority of the firms cash flows from currency risk. Discussions with officials of the Chinese banking industry indicated that, with the proper approvals, a 10 year loan agreement at approxi- mately 13% would be possible. But there was one catch: the renminbi loan would require 100% dollar-denominated collateral: the lenders for the Tianjin power plant project would put up a $101.5 million deposit with the Bank of China.13 Although the deposit would not be required until operation startup in 2000, this seemed to be a rather expensive alternative. For example, similar 10 year loans in the U.S. dollar markets at this time were roughly 8%. (The basic arrangements for this dollar-deposit collateralization proposal are illustrated in Exhibit 4.) Pat made an additional final note regarding the dollar deposit, that the profits earned and repatriated to Maple (US) would still be exposed to currency risk.

Time was running short, and Pat was running out of ideas.

Case Study Questions:

1. Review Exhibit 1 Characteristics of a Viable Project Financing in terms of the interests of each of the joint venture partners and in terms of the expectations and risks of financial sources. Compare project finance in terms of its risk considerations to conventional corporate finance conditions.

2. Review the ownership structure and the contributions of equity made by the partners. What were Maples advantages with this structure? What were its risks or potential difficulties?

3. Examine the various sources of debt available to the project. Present the debt structure in terms of the characteristics of the different classes of loans amounts; drawdown; interest rate; repayment schedule; currency; security or guarantees and other key factors. Comment on the quality of the financing, its advantages and disadvantages. Consider any potential changes which could have enhanced the structure.

4. Consider the large positions and loan undertakings of the participating banks. Were their risks adequately covered? Was the return sufficient for the risk? What interests were the banks pursuing in funding this project?

5.Currency Controls consider the complex regulations and administrative processes in China with respect to conversion of the reminbi to other currencies (most importantly the US $). What were the underlying purposes of these procedures? Were they reasonable? What risks were inherent for the parties at risk or with interests (investors, banks, suppliers, and others)?