Professional Documents
Culture Documents
International
Project Finance
The Public-Private
Partnership
International Project Finance
Felix I. Lessambo
International Project
Finance
The Public-Private Partnership
Felix I. Lessambo
New Britain, CT, USA
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Acknowledgments
v
Contents
vii
viii CONTENTS
4 Bankability 33
4.1 General 33
4.2 Bankability Assessment 34
4.2.1 Certainty of Revenue Stream 34
4.2.2 Risk Factors 36
4.2.2.1 Political Environment 36
4.2.2.2 Economic Environment 37
4.2.2.3 Legal System 37
4.2.2.4 Regulatory Framework 37
4.2.2.5 Environmental Risk 38
4.2.2.6 Project Specificity 38
4.2.2.7 Project Financial Structure 39
4.2.2.8 Third-Party Risk Allocation 39
4.2.2.9 Contract Agreement 40
4.3 Bankability Tradeoff 40
5 Public Procurement: Laws and Regulations 43
5.1 General 43
5.2 Public Procurement Legal Framework 44
5.3 Principles of Public Procurement 45
5.3.1 Transparency 45
5.3.2 Integrity 46
5.3.3 Efficiency 46
5.3.4 Fairness 47
5.3.5 Openness 47
5.3.6 Competition 48
5.3.7 Accountability 48
5.4 Public Procurement Cycle 48
5.4.1 Competitive Tendering 48
5.4.2 Pre-qualification of Bidders 49
5.4.3 Processing and Evaluating Bids 49
5.4.4 Making Award Recommendations 50
5.4.5 Negotiating Contracts 50
5.4.6 Contract Award Letter and Signing
the Contract 50
5.5 Public Procurement Laws in the United States, EU,
and China 50
CONTENTS ix
Glossary 199
Bibliography 203
Index 211
Acronyms
xv
xvi ACRONYMS
xvii
List of Tables
xix
CHAPTER 1
1.1 General
The origins of project finance date back to the thirteenth century, when
the financing of a mining operation was structured not unlike todays’
methods. In 1299 A.D., the English Crown financed the exploration
and the development of the Devon silver mines by repaying the Floren-
tine merchant bank, Frescobaldi, with output from the mines.1 In the
seventeenth century, another form of project finance emerged with fund
sailing ship voyages with Investors providing financing for trading expe-
ditions on a voyage-by-voyage basis. Upon return, the cargo and ships
were liquidated and the proceeds of the voyage split among investors.2
Over centuries, project financing has evolved into primarily a vehicle
for assembling a consortium of investors, lenders, and other partici-
pants to undertake infrastructure projects that would be too large for
individual investors to underwrite. To date, project financing, as an alter-
native to conventional direct financing, is a well-established technique
for large capital-intensive projects. Finnerty defines project finance as
1 John W. Kensinger and John D. Martin (1993): Project Finance: Raising Money the
Old-Fashioned Way. In Donald H. Chew, Jr. (Ed.) The New Corporate Finance: Where
Theory Meets Practice (p. 326). New York: McGraw-Hill.
2 Kensinger and Martin (1993): Project Finance- Raising Money the Old fashion Way.
McGraw-Hill.
built under the supervision of the state and were funded from the respec-
tive budgetary resources of sovereign borrowings. In 1978, the United
States passed the Public Utility Regulatory Act (PURPA) and established
a private market for electric power. In so doing, the United States paved
the way for the growth of project financing in many other industrial
countries. Similarly, recent large-scale privatizations in developing coun-
tries aimed at strengthening economic growth and stimulating private
sector investment have given further impetus to project finance struc-
turing. In the 1990s as a means of financing projects designed, to help
meet the tremendous infrastructure needs existing in both developed and
developing countries, project financing almost replaced the traditional
financing model that prevailed for centuries. Perhaps the most prolific
use of project financing has been in the UK, where something called
the “Private Finance Initiative” (PFI) has been used. PFI was started in
1992 and has been managed by the British government as a systematic
public-private partnership program.
• Highly leveraged
• Long-term
The tenor for project financings can easily reach 15–20 years.
4 F. I. LESSAMBO
The project company is the borrower. Since these newly formed enti-
ties do not have their own credit or operating histories, it is necessary for
lenders to focus on the specific project’s cash flows. That is, “the financing
is not primarily dependent on the credit support of the sponsors or the
value of the physical assets involved.” Thus, it takes an entirely different
credit evaluation or investment decision process to determine the poten-
tial risks and rewards of a project financing as opposed to a corporate
financing. In the former, lenders place a substantial degree of reliance on
the performance of the project itself. As a result, they will concern them-
selves closely with the feasibility of the project and its sensitivity to the
impact of potentially adverse factors. Lenders must work with engineers
to determine the technical and economic feasibility of the project. From
the project sponsor’s perspective, the advantage of project finance is that
it represents a source of off-balance sheet financing.
• Numerous participants
• Allocated risk
Because many risks are present in such transactions, often the crucial
element required to make the project go forward is the proper alloca-
tion of risk. This allocation is achieved and codified in the contractual
arrangements between the project company and the other participants.
The goal of this process is to match risks and corresponding returns to the
parties most capable of successfully managing them. For example, fixed-
price, turnkey contracts for construction, which typically include severe
penalties for delays put the construction, risk on the contractor instead
on the project company or lenders. The risks inherent to a typical project
financing and their mitigants are discussed in more detail below.
• Costly
6 OECD (2015): Infrastructure Financing Instruments and Incentives (p. 10). https://
www.oecd.org/finance/private-pensions/Infrastructure-Financing-Instruments-and-Incent
ives.pdf.
6 F. I. LESSAMBO
• PPP Rationale
– PPP enables the public sector to reduce its borrowing figure and the
projects will be financed using private sector capital.
– PPP provides efficient use of resources for delivering public services.
– PPP allows the public sector to enjoy value for money in the long-
term, as the private sector is not only providing the financing but
also operating the PPP facilities for the benefit of the public.
– PPP enables the public sector to provide services at a lower price.
1 INTRODUCTION TO PROJECT FINANCE 7
• PPP Scope
The scope of the PPP framework indicates the types of projects for which
the framework applies. As such, the scope is generally defined by juris-
diction, sector, size, and contract type. The scope of the PPP has to
be established during the process of strategic planning. The scope of
the public-private partnership must be considered in terms of geograph-
ical area and service requirements. However, the regulatory framework
is another aspect through which the parameters of the partnership must
be defined. In terms of geographical area, the scope needs to be defined
with regard to both the nature of the project (e.g., if the service to be
provided is water supply, waste management, and so on) and the objec-
tives of the decision-maker. Projects often deliver improved value for
money if the scope of the contract is increased to provide greater possi-
bilities for innovation and economies of scale. However, other projects
may be sufficiently large and/or complex to the degree that there exist a
number of sub-options to the PPP. These options may relate to the sepa-
ration of a business by function or geographical area. For example, if the
government is considering the use of a PPP to provide integrated waste
management services in a particular region, it could use a number of area-
based contracts or separate PPP contracts for waste collection and waste
treatment/disposal. Where such sub-options exist, the costs and benefits
of each sub-option need to be appraised in monetary and non-monetary
terms and the preferred option identified in the PPP assessment.
– Engaging all stakeholders that are either directly involved in the PPP
project or directly or indirectly affected in the short and/or long
run,
– Ensuring clear accountability mechanisms;
– Ensuring transparency, including in public procurement frameworks
and contracts;
– Ensuring participation, particularly of local communities in decisions
affecting their communities;
– Ensuring effective management, accounting, and budgeting for
contingent liabilities, and debt sustainability;
– Alignment with national priorities and relevant principles of effective
development
The OECD has set forth the following principles for the governance of
PPP7 :
2.1 General
Project finance is the process of financing a specific economic unit that the
sponsors create, in which creditors share much of the venture’s business
risk and funding is obtained strictly for the project itself.1 Project finance
is generally structured to maximize tax benefit and to assure that all avail-
able tax benefits are used by the sponsors or transferred to the extent
possible to another party through a partnership, lease, or vehicle.2 Project
finance differs from traditional finance where the primary source of repay-
ment for investors and creditors is the sponsoring company, backed by its
entire balance sheet, not the project alone.
3 Stefan Cristian Gherghina (2021): Corporate Finance. Journal of Risk & Financial
Management, MDPI.
4 Basel Committee on Banking Supervision (2001): Working Paper on the Internal
Ratings-Based Approach to Specialised Lending Exposures (p. 2), BIS.
5 Molenaar, K., Sobin, N., Gransberg, D., Tamera McCuen, T.L., Sinem Korkmaz, S.,
and Horman, M. (2009): Sustainable, High Performance Projects and Project Delivery
Methods. The Charles Pankow Foundation and The Design-Build Institute of America.
2 PROJECT FINANCING AND DIRECT CONVENTIONAL FINANCING 13
Fig. 2.1 PPP versus Traditional Procurement (Source World Bank [2019])
6 Benjamin C. Esty (2003): The Economic Motivations for Using Project Finance
(p. 10), HBS. https://faculty.fuqua.duke.edu/~charvey/Teaching/BA456_2006/Esty_F
oreign_banks.pdf.
2 PROJECT FINANCING AND DIRECT CONVENTIONAL FINANCING 15
sponsors. That is, sponsors do not expose themselves to the risk of finan-
cial distress in the event the project has trouble. Although creditors’
security will include the assets being financed, lenders rely on the oper-
ating cash flow generated from those assets for repayment. Depending
upon the structure of project financing, the project sponsors may not be
required to report any of the project debt on its balance sheet because
such debt is non-recourse or of limited recourse to the sponsor.
2.5.2 Disadvantages
A project finance project needs to be carefully structured to ensure that
all the parties’ obligations are negotiated and are contractually binding.
Financial and legal advisers and other experts may have to spend consid-
erable time and effort on this structuring and on a detailed appraisal of
the project. These steps will add to the cost of setting up the project and
may delay its implementation. Moreover, the sharing of risks and bene-
fits brings unrelated parties into a close and long relationship. A sponsor
must consider the implications of its actions on the other parties associ-
ated with the project if the relationship is to remain harmonious over the
long-term.
Since project finance structuring hinges on the strength of the project
itself, the technical, financial, environmental, and economic viability of the
project is a paramount concern. Anything that could weaken the project
is also likely to weaken the financial returns of investors and creditors.
Therefore, an essential step of the procedure is to identify and analyze the
project’s risks, then to allocate and mitigate them. Such risks are many and
varied. Some may relate to a specific subsector, others to the country and
policy environment, and still others to factors that are more general. Last
but not least, a complex financing mechanism can require significant lead
times. Project finance is expensive to arrange as it involves establishing
the project company, forming a consortium of equity-holders and lenders,
gaining agreement to a complex set of contractual arrangements between
the parties involved, and arranging costly documentation.
16 F. I. LESSAMBO
7 Jakob Müllner (2017): International Project Finance: Review and Implications for
International Finance and International Business. Management Review Quarterly, Vol. 67,
97–133.
2 PROJECT FINANCING AND DIRECT CONVENTIONAL FINANCING 17
finance model transaction has been considered, but will not work because
of the need to fill a gap in project risks that only the government can
fill. Because of the many ways it can be applied, it is a very flexible
model. From natural resource exploitation, many developing countries
have extended the recourse to PPP in other areas.
8 https://www.eranove.com/en/africa/atinkou/.
9 IFC (2016): Eranove, Côte d’Ivoire. https://disclosures.ifc.org/#/projectDetail/SII/
39096.
18 F. I. LESSAMBO
10 https://www.publicpower.org/policy/public-utility-regulatory-policies-act-1978.
11 Asghar, Zahid (2018): Energy—GDP Relationship: A Causal Analysis for the Five
Countries of South Asia. Applied Econometrics and International Development, Vol. 8,
Issue 1, 167–180.
CHAPTER 3
3.1 General
The financing of PPP combines equity, loans, and government grants.
The initial equity investors, who develop the PPP proposal, are typically
called project shareholders. Typical equity investors include project devel-
opers, engineering or construction companies, infrastructure management
companies, and private equity funds. Lenders to PPP projects in devel-
oping countries include commercial banks, multilateral and bilateral
development banks and finance institutions, and institutional investors
such as pension funds and insurance companies. Projects’ shareholders
often have an incentive to finance a PPP with a high ratio of debt
to equity—that is, to achieve high advantage. Conversely, governments
often provide more protection to debt investors than to equity investors,
providing a further incentive for high leverage.
of debt capital have senior claim on income and assets of the project.
The other sources of project finance include grants from various sources,
supplier’s credit, etc. Government grants can be made available to make
PPP projects commercially viable, to reduce the financial risks of private
investors, and to achieve socially desirable objectives such as to induce
economic growth in lagging or disadvantaged areas. Many governments
have established formal mechanisms for the award of grants to PPP
projects. Where grants are available, depending on government policy
they may cover 10–40% of the total project investment (Table 3.1).
Generally, debt finance makes up the major share of investment needs
(usually about 70–90%) in PPP projects. The common forms of debt are.
1 Esty, B., and Megginson, W. (2003): Creditor Rights, Enforcement, and Debt Owner-
ship Structure—Evidence from the Global Syndicated Loan Market. Journal of Financial
and Quantitative Analysis, 689–721.
2 Weber, Barbara, and Alfen HH (2010): Wilhelm: Infrastructure as an Asset Class:
Investment Strategies Project Finance and PPP, Wiley Finance Series.
22 F. I. LESSAMBO
related to the liquidation value of the asset and in its ability to generate
cash flow to service debt payments.
• Bridge Finance
One option with bridge financing is for a company to take out a short-
term, high-interest loan, known as a bridge loan. Companies who seek
bridge financing through a bridge loan need to be careful, however,
because the interest rates are sometimes so high that it can cause further
financial struggles.
• Stapled Financing
• Equity Finance
Equity finance refers to all financial resources that are provided to firms
in return for an ownership interest. Investors may sell their shares in the
firm/project, if a market exists, or they may get a share of the proceeds if
the asset is sold. They are crucial in the financing of infrastructure invest-
ments as the providers of risk capital to initiate a project or refinancing.
Listed shares are indirect participation rights in corporations, projects,
and other entities; investors hold minority positions with limited ability
to influence management. Unlisted shares often confer direct ownership,
24 F. I. LESSAMBO
• Mezzanine Loan
• Hybrid Instruments
• Pension Funds
which tend to keep up with inflation, help hedge pension funds’ liabilities
that are also inflation-prone. Additionally, pension funds are interested in
diversifying their portfolios to lower the volatility of their returns. Infras-
tructure investments can be attractive when the correlation between their
anticipated returns and those of traditional assets is low.
• Government Grants
The sponsors are the generally the project owners with an equity stake
in the project. It is possible for a single company or for a consortium to
sponsor a project. Because project financings use the project company as
the financing vehicle and raise non-recourse debt, the project sponsors
do not put their corporate balance sheets directly at risk in these often
high-risk projects. However, some project sponsors incur indirect risk
by financing their equity or debt contributions through their corporate
balance sheets. To further buffer corporate liability, many of the multi-
national sponsors establish local subsidiaries as the project’s investment
vehicle.
• Project Company
• Contractor
These primary contractors will then sub-contract with local firms for
components of the construction. Contractors also own stakes in projects.
• Operator
• Supplier
The cost of the input usually drives the project’s competitiveness. The
supplier provides the critical input to the project. If only a few firms domi-
nate the supply of a critical factor of production relative to the number
of potential customers, a project, absent mitigating factors, could be at
higher risk because the supplier is in a better position to dictate terms
of sale. Projects that rely on fixed and dedicated transportation systems,
such as pipelines or rail lines, to deliver necessary inputs, may have few
substitutes available.
• Customer
The customer is the party who is willing to purchase the project’s output,
whether the output be a product (electrical power, extracted minerals,
etc.) or a service (electrical power transmission or pipeline distribution).
The goal for the project company is to engage customers who are willing
to sign long-term, offtake agreements.
• Multilateral Agencies
• Legal Advisers
• The Trustee
• Insurance Companies
The risk transfer contracts that we described earlier have the effect of
transferring many of the project risks from the project sponsor to the
other parties to the project. Further risks are transferred by a variety of
insurance contracts, such as completion insurance, insurance against force
majeure, and insurance against political risks.
5 World Bank (2017): Public–Private Partnerships, Reference Guide, p. 14, World Bank
Document, 122,038-WP-PUBLI-PPPReferenceGuideVersion.pdf.
6 Idem.
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Language: English
ABSORPTION
LEAD ABSORPTION
THE
BY
AND
1912
LEONARD HILL.
WILLIAM BULLOCH.
September, 1912.
AUTHORS’ PREFACE
Progress in the knowledge of the use of lead, the pathology of
lead poisoning, and the means of preventing or mitigating the risk
from it, has been rapid of late years, and has led to much legislative
action in all civilized countries. The present is a fitting time, therefore,
to take stock of the general position. We have both, in different ways,
been occupied with the subject for several years past, the one
administratively, and the other experimentally, in addition to the
practical knowledge gained by examining weekly over two hundred
lead-workers.
The present treatise takes account mainly of our own persona
experience, and of work done in this country, especially by members
of the Factory Department of the Home Office, and certifying and
appointed surgeons carrying out periodical medical examinations in
lead factories. The book, however, has no official sanction.
We are familiar with the immense field of Continental literature
bearing on legislation against lead poisoning, but have considered
any detailed reference to this outside the scope of our book, except
in regard to the medical aspects of the disease.
Most of the preventive measures mentioned are enforced under
regulations or special rules applying to the various industries or
under powers conferred by the Factory and Workshops Act, 1901.
Occasionally, however, where, in the present state of knowledge,
particular processes are not amenable to the measures ordinarily
applied, we have suggested other possible lines on which the
dangers may be met. We have not reprinted these regulations and
special rules, as anyone consulting this book is sure to have access
to them in the various works published on the Factory Acts.
The practical value of the experimental inquiry described in
Chapter VI., and the light it seems to throw on much that has been
difficult to understand in the causation of lead poisoning, has led us
to give the results in detail.
One of us (K. W. G.) is responsible for Chapters I., III., and V. to
XI., and the other (T. M. L.) for Chapters II. and XII. to XVII.; but the
subject-matter in all (except Chapter VI., which is the work entirely of
K. W. G.) has been worked upon by both.
Our thanks are due to the Sturtevant Engineering Co., Ltd.,
London; Messrs. Davidson and Co., Ltd., Belfast; the Zephyr
Ventilating Co., Bristol; and Messrs. Enthoven and Sons, Ltd.,
Limehouse, for kindly supplying us with drawings and photographs.
September, 1912.
CONTENTS
CHAPTER PAGE
I. Historical—Chemistry of Lead 1
II. Ætiology 7
III. Susceptibility and Immunity 27
IV. Statistics of Plumbism 44
V. Pathology 62
VI. Pathology—Continued 81
VII. Symptomatology and Diagnosis 110
VIII. Excretion of Lead 127
IX. The Nervous System 140
X. Chemical Investigations 165
XI. Treatment 184
XII. Preventive Measures against Lead Poisoning 199
XIII. Preventive Measures against Lead Poisoning
—Continued 221
XIV. Preventive Measures against Lead Poisoning
—Continued 230
XV. Description of Processes 242
XVI. Description of Processes—Continued 265
XVII. Description of Processes—Continued 288
Index 305
LIST OF PLATES
FACING
PAGE
Plate I. 92
Plate II. 93
Plate III. 95
Plate IV. 276
LEAD POISONING AND LEAD
ABSORPTION
CHAPTER I
HISTORICAL—CHEMISTRY OF LEAD
The use of lead for various industrial processes and for painting
was well known to the ancients. Pliny[1] speaks of white lead, and a
method of corroding lead in earthen pots with vinegar, sunk into a
heap of dung, as the means by which white lead was made for paint.
Agricola mentions three forms of lead—white lead, a compound
which was probably bismuth, and metallic lead itself. The alchemists
were acquainted with the metal under the name of “saturn,” the term
signifying the ease with which the nobler metals, silver and gold,
disappear when added to molten lead.
Colic caused by lead was also known in ancient times, and is
described by Pliny; many other writers refer to it, and Hippocrates
was apparently acquainted with lead colic. Not until Stockhusen[2],
however, in 1656, ascribed the colic of lead-miners and smelters to
the fumes given off from the molten liquid was the definite co-relation
between lead and so-called “metallic colic” properly understood, and
the symptoms directly traced to poisoning from the metal and its
compounds. Æthius, in the early part of the sixteenth century, gave a
description of a type of colic called “bellon,” frequently associated
with the drinking of certain wines. Tronchin[3], in 1757, discovered
that many of these wines were able to dissolve the glaze of the
earthenware vessels in which they were stored, the glaze being
compounded with litharge.
In our own country, John Hunter[4] describes the frequent
incidence of “dry bellyache” in the garrison of Jamaica, caused by
the consumption of rum which had become contaminated with lead.
Many other writers in ancient and historical books on medicine have
written on the causation of colic, palsy, and other symptoms,
following the ingestion of salts of lead; and as the compounds of
lead, mainly the acetate or sugar of lead, were freely used
medicinally, often in large doses, opportunities constantly occurred
for observing the symptoms produced in susceptible persons. It is
not to the present purpose to examine the historical side of the
question of lead poisoning, but those interested will find several
valuable references in Meillère’s work “Le Saturnisme”[5].
Lead was used in the seventeenth and eighteenth centuries
particularly, and in the earlier part of the nineteenth, for its action
upon the blood. In view of experimental evidence of the action of
lead on the tissues, particularly the blood, this empirical use has
interest. Salts of lead were found to be hæmostatic, and were
therefore used for the treatment of ulcers because of the power,
notably of lead acetate, of coagulating albuminous tissue. It was also
used in the treatment of fevers, where again it is quite possible that
the administration of a lead salt, such as an acetate, produced
increase in the coagulability of the blood. At the same time spasms
of colic and other accidents followed its use. There is practically no
disease to which the human body is subject which was not treated
by lead in some form or another. Lead, with the addition of arsenic,
was given for malaria, while its use in phthisis was also common.
The present use of diachylon plaster is an instance of the continuous
use of a salt of lead medicinally, as also is the lotion of the British
Pharmacopœia containing opium and lead.