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1 1 1 HIGHWAY PPPS, WHY AND HOW Enrique Fuentes, Development Director Ferrovial and Member of the Board of European International Contractors Seminar on.

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Presentation on theme: "1 1 1 HIGHWAY PPPS, WHY AND HOW Enrique Fuentes, Development Director Ferrovial and Member of the Board of European International Contractors Seminar on."— Presentation transcript:

1 1 1 1 HIGHWAY PPPS, WHY AND HOW Enrique Fuentes, Development Director Ferrovial and Member of the Board of European International Contractors Seminar on legal, economic & implementation issues on PPPs Ministry of Economy, Poland, and World Bank Warsaw, April 2007

2 2 2 2 Warsaw, 18 June About EIC – PPP experience European international contractors take a leading role in developing the worlds TRANSPORT infrastructure, such as toll roads, tunnels, railroads, ports and airports. The 15 of the Top 35 Transportation Developers 2006, which are associated to EIC, have implemented 269 PPP projects since the year 1985, whilst in 2006 they had 228 projects under active proposal.

3 With an aggregated international turnover in 2006 of almost 112 billion, European international contractors are the most important players in the international construction business. About EIC: Statistics

4 4 4 4 WHO WE ARE: FERROVIAL MKT Cap US$ 8 bn MKT Cap US$ 7 bn 100% 62% Heathrow Gatwick Stansted Glasgow Edimburgh Southampton Others London underground World largest handling Poland (59%) Texas Spain

5 5 5 5 WHO WE ARE: CINTRA Canada 407 ETR USA Chicago Skyway Indiana Toll Road Segments 5&6 SH130 Chile Collipulli – Temuco Santiago – Talca Temuco – Rio Bueno Talca – Chillan Autopista del Bosque Portugal E. Algarve Norte Litoral Scut Açores (*) Ireland Eurolink Motorway M-3 Spain Ausol I M-203 R-4 M45 Ocaña-La Roda Autema Ausol II Greece Ionian Roads Central Greece 7 Bn market cap 22 (*) concessions More than 2,500 (*) Km of toll roads 65% of the value in North America Present in 7 (*) countries 73 (**) years average concession life ( *) Including the Scut Açores stake via Ferrovial Infraestructuras. There are also three projects pending final award: Mantua-Cremona (Italy), Central Greece (Greece) and SH-121 (USA) (**) Based on internal valuation released to the market in December 2006 (***) Projects pending final award.

6 6 6 6 PPP FORMULAS: RISK TRANSFER Risks transferred to concessionaire under different PPP formulas –After Eurostat ruling 11/2004, all of them are off balance sheet for Governments –… but key criteria should be who pays for the infrastructure FormulaDemand riskO&M riskConstructionLand Acquisition Financing Classic Concession User paid toll Yes mitigation possible if risk too high (ie: new mkts or no toll culture) Yes Depends on country. Normally no except Spain and, partially, Portugal Yes mitigation in emerging markets) Shadow tollsPartial Availability schemes NoYes Affects not only costs but revenues

7 7 7 7 WHY PPPS: SERVICE (CUSTOMER RATHER THAN USER) Incentives in a PPP are fully focused on providing a public service in the most possible efficient way, especially if traffic risk (and upside) is transferred –Torontos 407: Better and proactive winter maintenance in Torontos 407 increases capture rate in bad weather periods Capacity is increased well ahead of contract obligations in Torontos 407, improving driving conditions and attracting more customers –Chicago Skyway: Electronic tolling implemented in six months (after 30 years of city ownerhip) Queues reduced from hours to minutes –Madrid – Levante Highway (Spain) incentives: 4 year extension in the original concession term depending of its performance in certain criteria: capture rate of heavy traffic, accident rate, congestion levels, and traffic flow, queues at toll plazas, pavement surface conditions Awarding criteria linked to discounts offered to customers … BUT THIS ONLY WORKS IF THE PRIVATE DEVELOPER HAS MONEY INVESTED AND RISK AND UPSIDE TRANSFERRED

8 8 8 8 WHY PPPS: EFFICIENCY & INNOVATION Deliver the most efficient infrastructure that serves public needs –Construction focus on value engineering and early delivery Stop to cost and delay overruns –Focus on Life Cycle costs, rather than initial construction costs Optimisation of opex / capex balance Management of ongoing capex –Development of new technologies for better service / enhanced revenue Free-flow tolling Congestion / accident detection systems Toll plaza queues: Toll Flow technology Automatic anti - icing

9 9 9 9 WHY PPPS: DELIVERABILITY Boosting economic development, relieving congestion, and reducing greenhouse emissions –Spanish highways in the 60s and 70s –Chilean highways in the 90s –Portuguese highways –Irish highway programme De- bottlenecking the system and providing mobility in congested areas –407ETR highway in Toronto was developed 20 years ahead of the expected horizon for public funding development thanks to the involvement of private developers Providing crucial future infrastructure for the long term development –Trans Texas Corridor

10 10 WHY PPPS: RATIONALITY OF DECISION MAKING AND RESOURCE ALLOCATION Private involvement in the development of transport infrastructure brings discipline and rationality to the political decision process –PPP projects solving actual, critical traffic problems are the most financially feasible Private funding used in projects capable of generating predictable revenue government funding focused on pure development projects –Natural tendency to invest where investment is more needed Contract with a 3rd party allows to avoid political review of tariff setting –Where Government retains control of tariffs, they seldom end up reflecting real cost of service: US turnpikes Ensures accountable development of infrastructure, not subject to budgetary constraints –Ongoing maintenance and future capex


12 12 PPP FORMULAS: BIDDING SCHEMES HighAverage Objectiveness of awarding criteria Average 1m to 3m Reduced thousands High millions Bidding costs Reduced 4 to 6 months Reduced 6 to 8 months High 2 to 4 years Bid process length Some InexistentExtensive Room for negotiation of contract framework RecommendedNot requiredMandatory Requirement of secured financing Yes Standard UK approach No Interim delivery of engineering work North American auction Express tender Spain, Chile

13 13 PPP FORMULAS: WHERE Classic concession Shadow tolls Availability schemes PFIAuction Tender Ireland Greece Finland Holland France Italy Canada (privatizations) Canada (Quebec) Spain (Regions) Spain (Central Govt) Spain (ENA) Spain (O&M) USA Portugal Germany GBR (new?) Risk transfer Bidding scheme

14 14 PPP FORMULAS: CONCLUSIONS Governments with more PPP experience moving towards user paid schemes + demand risk transfer and towards simpler bidding schemes Governments with less experience moving the opposite way: availability and PFI bidding schemes –Drivers: Risk & cost reduction as long as it is off balance sheet Ensure acceptability of the contractual framework –Beware: experience and government structure are key for the dialogue process being efficient and objective (not every Government or legal system is like the UK) A balance should exist between the formulas The key should be –Risk transfer: efficiency brought in by the Private sector rather than Government budget constraints –Bidding scheme: if there is no track record, efficiency (cost) and comparability of the offers, rather than extensive negotiation …. BUT, WHATEVER YOU DO, DO IT NOW!, INFRASTRUCTURE IS NEEDED

15 15 PPP FORMULAS: LIKELY EVOLUTION Short / Medium term –Surge of PFI schemes for off balance sheet reasons –Minimum risk transfer & minimum cost –Limitation of concessionaire upside –Initially developed by contractors, later sale to financial investors PFI main limitation: government future payment commitments –Budgetary constraint: today is accounting, tomorrow will be financial Key risk transfer trade off in the long term: efficiency vs cost Long Term –Classic user paid concessions for low – medium risk projects Funds raised or saved are then devoted to higher risk projects –Possible transformation of PFIs in user paid schemes –Driver for PFIs: efficiency of private sector Likely bias towards projects with a significant recurrent cost component

16 16 HOW TO ATTRACT INVESTORS: BALANCED DEAL? How can an Administration attract investors? –Long term deal … goes through different legislation sessions, politicians, economical and social environments, economic cycles. –All equity and debt are invested upfront and are unmovable. Assets belong to the State. Private sector is left there to rely on a piece of paper … relies on its enforceability. –Private sector control on the investment is very limited. Service can not be interrupted, toll setting mechanism is stipulated, most service levels are fixed. –Penalty for default is normally the loss of the investment for the shareholders and all or most of the debt for the lenders. –Odds are that future legislators will support the Admin side rather than the private views. Can an Administration behave and promise to behave as an equal partner in a (very) long term Agreement?

17 17 HOW TO ATTRACT INVESTORS: ADEQUATE & STABLE LEGISLATION Adequate legislation: not only for the concession in itself, but also for ancillary (but key) agreements –Financing: no limits to foreign lending or to step in rights for lenders –Land acquisition: has to be predictable in cost & time + adequate title to land –Ownership of the asset / contract: no limits to nationality or nature Types of legislative changes with effects that should be protected or compensated –discriminatory legislation –Tax legislation that alters the financial balance –legislation that affects an essential right in the Agreement Compensation should be calculated based on effective damage (loss of future value) –Compensation based on forecasts –Present value –Possibility: Independent calculation

18 18 HOW TO ATTRACT INVESTORS: COMPETING INFRASTRUCTURE Admin should be able to implement virtually anything … but must compensate for certain damages Fair and balanced provisions relating to competing facilities: the private sector assumes a reasonable and defined amount of risk, but it is not unfairly burdened by an unanticipated source of competition Examples of competing facilities that would not generate compensation: –Those specifically planned in the concession date –Improvements in nearby facilities due to reaching certain congestion levels –New or improved facilities that do not cause material negative impact to Developer

19 19 HOW TO ATRACT INVESTORS: ROAD STANDARDS Safety and design –Specify clear design rules and standards … and let private sector to optimize –Developer must adhere to future safety specs … but in a fair and non discriminatory manner –Substantial changes that affect the nature of the asset should be negotiated Policing and rules … as in any other similar road. –Signs, lights, speed, Traffic Code –Patrolling, fines, surveillance –Traffic Management

20 20 HOW TO ATTRACT INVESTORS: ELECTRONIC TOLLS Need for State authority to define and enforce interoperability rules –For State Agencies and Private Operators –Recognize different agents: issuers and operators –Technical standards for transponder issuers –Technical standards for road operators –Basic interoperability rules (interfaces, transponder lists …) –Enforceability and costs It is invented … but seldom applied

21 21 HOW TO ATTRACT INVESTORS: ENFORCEABILITY Of the Agreement: –Are both parties subject to the Law and the Courts? (Sovereign Immunity?) –Appropriations to pay compensations –Independent dispute resolution method + third party valuation –Recourse to Justice by any party –Effectiveness of decision –Independent justice system (local or foreign) Of the tolls: –Legal standing of the Concessionaire –Access to data (plate owner, address …) –Enforceability within state or region

22 22 HOW TO ATTRACT INVESTORS: TOLL RATES Method to be established at time of agreement –Negotiated approach works were concessionaire is public or semi public (France, Italy), or were there is a long track record (UK) Objective method … must not be subject to legislative or administrative decisions May consider CPI or per capita GDP to keep up with long term cost of goods Can be related to congestion levels Many possible parameters can help achieve transportation objectives: –Peak hour tolls, night time rates, congestion tolls –Truck / car differentials –Premiums / deterrents to specific customers: high occupancy, extra heavy, local residents (but beware of fraud!) –If tolls want to be kept low, it can be specified in the agreement upfront

23 23 HOW TO ATTRACT INVESTORS: TERMINATION Termination for Default: –Administration Default: must compensate the investors, ensure payments, get control when paid. –Developers Default: first right of lenders to cure, then step-in of Administration. Termination for convenience (of the Admin): –Investors should be compensated as per Termination for Administrations Default –Formula to calculate compensation must be fixed in Contract. Should compensate for loss of value. Third party valuation under fixed set of rules –Beware of situations where it limits upside without covering downside

24 24 HOW TO ATTRACT INVESTORS: DOS AND DONTS Main decisions taken and in force by the time of the tender and politically supported –Be aware of political timing: concessions and even tenders can outdate election periods Be aware of hurdles in your legislation … is it ready for the deal? –If not, implement the necessary changes beforehand Understand cost for the taxpayer of each condition you feel you have to ask for Be as flexible as your environment allows to hear proposed improvements from prospective bidders Avoid subjective decisions … will scare competition and certainly devaluate the deal –In lack of proven track record, extra care on legislative / enforcement framework Get ready ahead of time and have a dedicated team –Feasible projects take time to develop before they can be tendered

25 25 25 EIC White Book on BOT/PPP: Recommendations 1 GENERAL PRECONDITIONS –Ensure true Government Support –Create a PPP Task Force –Enhance Country Legal Framework (Accounting, Taxes, Procurement) 2 PROJECT PREPARATION –Put in place sound procurement strategy –Present comprehensive, reliable project documentation –Provide for a steady and secure payment mechanism –Agree on affordable level of tariffs 3 TENDER PROCESS –Use Pre-qualification of bidders –Ensure Transparency & Confidentiality throughout process –Present clear award criteria –Reimburse Bidding Costs –Unsolicited Bids ??? (outside EU ) 4 RISK MITIGATION –Provide for optimal risk identification & allocation –Invite financial risk mitigation through IFIs, ECAs, etc.

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