Splitting the Risk: How to Manage Interest Rate Risk in Project Finance
Saudi Arabia’s economy is surging. The debt market tells the story: Banks in the Kingdom have extended more than SAR 2.2 trillion — that’s $587 billion in US dollars — in credit facilities to the private sector, with half of those credit facilities long-term, as of December 2022. These are record numbers and reveal the momentum behind Saud Arabia’s exceptional growth story. Public-private partnership (PPP) transactions and the wider project finance industry are core to that momentum. Indeed, such projects are expanding at an accelerated pace, supported by infrastructure projects prioritized by the government as well as mega and giga projects across the country. Yet this remarkable growth comes with risks — interest rate risk, in particular. The three-month Saudi Arabian Interbank Offer Rate (SAIBOR) over the last 10 years shows a recent surge and rising volatility. Compared with just 0.52% for the first five years, the daily standard deviation has more than doubled to 1.21% over the last five. Three-Month SAIBOR Historical Curve This raises questions about how interest rate risk should be allocated between the two primary stakeholders in any project finance transaction: the project company and the beneficiary entity. The former is a special purpose entity created to deliver the project and whose only asset is the project, while the latter, also called the off-taker or the procurer, pays the project company to deliver the agreed scope. So, how can these two stakeholders best split the interest rate risk? The Local Market Brief The allocation of interest rate risk differs by project, but the conventional approach in Saudi Arabia puts the onus on off-takers. These beneficiary entities assume the interest rate risk as outlined in the winning bidder’s initial financial model through the hedge execution date. The bidder’s profitability is shielded from any interest rate volatility until the hedge execution. If the interest rate rises above the assumed rate at the execution date, the financial model is adjusted to maintain the profitability metrics, with the off-taker paying for the interest rate deviation. If the interest rate falls, however, the benefits go to the off-taker. To balance this equation, the stakeholders need to agree on an optimal hedging strategy and understand from the outset how the interest rate risk is allocated. Here’s what needs to be done at the four key stages of the project finance process to achieve these outcomes. 1. The Pre-Bid Stage The project company must devise and articulate a hedging strategy that specifies the hedge duration, optimal hedging quantum, and the instrument under consideration, among other critical factors. A smooth close-out requires buy-in from the lenders and hedge providers. The project company’s goal is a successful close. As such, it should focus on securing the financing and executing the relevant documents as soon as possible. If the hedging element isn’t well planned, it could create delays and saddle the project company with unfavorable economic terms. To establish the financial model and forecast, the project company must calculate the interest rate risk allocation before submitting its bid. For instance, if the planned financing is long term and the financing currency is not liquid enough for the whole hedge tenor, the project company should quantify the impact and build it into the project economics. Will the off-taker continue to compensate the project company for the interest rate risk of the unhedged portion after hedge execution? That must be clear early on. Will the off-taker participate in the subsequent gains but not the losses? If so, the project company needs to make an assessment. Any margin the hedge providers make is usually excluded from the off-taker compensation plan since the project company bears the cost. That’s why the project company needs to plan and discuss the hedging credit spread with the hedge providers. 2. The Post-Bid Pre-Financial Close Stage This is the key juncture in project finance, and its success or failure hinges on the project company’s grasp of the pre-bid stage agreement. The project company might prefer that all parties agree on a hedge credit spread or that the spread be uniform across the lenders or hedge providers. But sometimes a credit spread based on the risks carried by the lenders may make sense. At other times, the project company may favor credit spread competition among the hedge providers. In that case, every lender has a right to match according to the debt size on a prorated basis. The downside of this approach is that it might cost the lender an opportunity to participate in an income-generating trade, which could make the transactions less profitable than forecast. If there is a minimum mandatory hedging requirement for long-term financing, the project company could obtain a tighter credit spread for the subsequent tranches. However, lower risk during the project completion or operation periods could mean this spread is better than the first tranche. Without an open dialogue at the outset, the project company accepts — by default — the initial credit spread for the subsequent hedges. A hedging protocol should be drafted early and align with the agreed hedging strategy. The party that assumes the interest rate risk typically has more flexibility to design the protocol to ensure fairness, prudence, and transparency. A dry run (rehearsal) of the hedge helps test the protocol’s reliability. But that requires an independent bench marker to validate the lowest competitive rate. The lowest rate is not always the best. Project finance transactions involve complex financial modeling, and the cash flows change based on the hedge rate. Therefore, coordinating timely turnarounds with the updated cash flow is crucial. The financial/hedge adviser must administer the process according to how the hedging protocol defines it. Some project companies and off-takers may put an acceptable deviation limit between the assumed floating curve and the actual market rates, but each party must understand what’s at stake and set appropriate thresholds. The International Swaps and Derivatives Association (ISDA) Agreement and schedule specify the terms of the derivative dealings. The schedule is customized and negotiated on both commercial and legal
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