Guidance note: This Proposal Requirement is intended to address all Key Contractors and should be updated to reflect this position including where a project is a full service PPP (i.e. the provision of additional ancillary and operational services). Delete references relating to Pre-Agreed Modifications in this Proposal Requirement if Section 5.4.7 (Pre-Agreed Modifications (PAMs)) of Volume 1, Part A (General Information and Instructions to Respondents) is deleted. The form of the Financial Proformas to be completed by Respondents has not been specified in the RFP template. The form of the Financial Proformas should be developed on a project-by-project basis in consultation with the Project Commercial Advisor. |
Respondents are required to provide a strategy that demonstrates a high degree of certainty of delivering the proposed financing. The information to be provided must include:
- written confirmation that all equity financing is committed to the Project [#and that any amounts required to finance Pre-Agreed Modification(s) will be provided if/when required,] including:
- an Equity Commitment Letter from each Equity Investor in the form attached as Appendix 5 (Equity Commitment Letter) of this Volume 1, Part B (Evaluation Criteria and Proposal Requirements);
- detailed, complete and executed term sheets setting out the terms and conditions agreed with the Equity Investors; and
- details and evidence of approvals for all forms of equity financing proposed, including credit committee confirmations and board minutes, if applicable;
• written confirmation that all debt financing is committed to the Project [#and that any amounts required to finance Pre-Agreed Modification(s) will be provided if/when required,] including:
- Financier Commitment Letter from each Financier in the form attached as Appendix 6 (Financier Commitment Letter) of this Volume 1 Part B (Evaluation Criteria and Proposal Requirements);
- detailed, complete and executed term sheets setting out the terms and conditions agreed with the Financiers (including all terms which may have a bearing on finance being made or conditions on the provision of finance);
- copies of any underwriting agreements offering debt facilities to Project Co (if relevant); and
- details and evidence of credit committee approvals for all forms of financing proposed;
• details regarding any discussions with ratings agencies or credit enhancers (where applicable);
• any qualifications on the availability of finance must be clearly stated; in particular, any conditions precedent, pricing refresh, market flex or material adverse effect conditionality (if any); and
• the process to be adopted by Respondents to efficiently manage the achievement of Contract Close and Financial Close in accordance with the indicative Project timetable and otherwise provide the State with certainty on terms and conditions to Financial Close, taking into consideration:
- outstanding due diligence and approvals, including:
o the details of any outstanding review or unconditional commitment by Financiers to the terms of the Draft State Project Documents;
o the timing, details and proposed process for finalising contracts and parent company guarantees with the D&C Contractor;
o the timing, details and proposed process for finalising contracts and parent company guarantees with the Services Contractor; and
o the timing, details and proposed process for finalising contracts and parent company guarantees with any other Key Contractors;
- the number of Financiers and Equity Investors;
- current market conditions;
- any conditions precedent or rights to alter terms;
- the Respondents' ability to deal with changes (e.g. adverse movements in base rates) in the period prior to Financial Close; and
- the Respondents' proposed approach to managing Financiers and Equity Investors in the event that Financial Close is not achieved by the expiry of any commitment periods.