All financial guarantees — IFI’s “Completion Assurance” as well as traditional Loan Guarantees — are legal instruments (an official letter) that assign some or all of the responsibility for an investment or a loan. Developers that can facilitate IFI’s CAP guarantee will transfer some of the risk of non-completion to the guarantor as a way to align the parties on project delivery. We use the market value proportion of the guarantee instrument — they are usually discounted from issued face value — to access established commercial lines of credit at IFI-CAP’s funding banks, which must be asked to approve the instrument for this purpose, along with our partner’s own holdings as an equity investment.
By contrast, a loan guarantee would consider non-payment of the loan itself a form of default, while a financial (completion) guarantee instead uses the borrower’s breach of contract (loan agreement), such as due to fraud, malfeasance or other failure to honor obligations prior to COD, following a cure period. Nobody wants to see the instrument get called. Such guarantees are a “last resort” promise or pledge — a type of credit enhancement (improvement of the borrower’s credit profile) — in the event of non-performance, which the traditional loan guarantee could experience at any time prior to the loan’s repayment.
Financial guarantees also differ from Completion Bonds (insurance), although such insurance-backed “completion guarantee” products are often used by developers or hired contractors in addition to our CAP financial instrument. The difference is subtle, but important: Completion Guarantees are issued and backed by insurance companies, while financial instruments used for project financing involve a bank so that closings and funding can move with greater security, loans can be at lower rates of interest, and equity partners can be gained that do not expect a controlling interest. Project funds move on an automated draw schedule with certain aspects similar to so-called “Smart Contracts”.
These and other innovations offer great advantages to project developers and their hired vendors, sponsors, intermediaries and contractors.
IFI project finance uses primarily bank-related guarantees (traditional “standby” or “demand guarantee” as a Bank Guarantee / SbLC or non-traditional Avalized Promissory Note) until COD to ensure that the assets are completed and commissioned to begin commercial operation. We can also accept a Sovereign Guarantee with public/private cooperation, once it is verified by a rated commercial bank
Benefit: a financial (completion assurance) guarantee frees up the parties to do their respective jobs, with …
- Less risk aversion by IFI investors, more streamlined due diligence, greater flexibility in working with issues, including a willingness to pay for any remaining pre-construction steps
- Greater speed and certainty in reaching closing and first funding (once pre-qualified, mutually-acceptable terms will be available within 2-4 weeks), and then less scrutiny after reaching financial closing, during construction, along the way to Commercial Operation.
- Fewer constraints or restrictions placed on the operating company, such as longer loan tenors (allowing plenty of time to repay the loan, no penalty for early repayment), ability to invest in the local currency, and no lien against operating assets (see below).
Financial guarantees serve to both expedite and backstop the capital, providing mutual protection from bad behavior such as fraud, gross negligence, or other incurable breach of contract.
Originally, sovereign guarantees were instituted to make up for market failures*, but in modern times, capital guarantees are now used in the commercial (private) sector to streamline project financing by simply holding developers and their counterparts to their promise to honor the terms of the financing. With IFI’s Completion Assurance [Guarantee] Program™ (CAP), the guarantee is offered as a form of surety/security that the project’s assets will be completed and commissioned to reach COD.
Even if you are already familiar with loan / financial guarantees, or similar techniques for credit enhancement, please read our materials carefully, as there are many sharp differences between the conventional uses of guarantee instruments (namely trade finance, and so-called “documentary” letters of credit — see below for further clarification) and how they are used for access to this advantageous, next-generation project funding.
Conventional loan guarantees are used by most institutional, non-bank lenders as an additional layer of security (as a form of “credit enhancement”) until the loan has been repaid in full — for the “life of the loan.” Such lenders also require a pledge of collateral to secure the Senior Debt via the project’s operating assets — equipment, buildings, etc. Here, with CAP we require NONE OF THAT. We can accept either a Bank Guarantee / Standby Letter of Credit (BG/SbLC) or Avalized Promissory Note (AvPN) that goes away upon COD, there is no Senior Debt required (our offered debt capital is closer to mezzanine) nor is there a pledge of collateral via the project’s operating assets.
Instead, the project company or a third party sponsor most often works with a rated bank to transfer completion risk to that institution. Upon COD the guarantee is dropped.
To be clear, a similar type of financial guarantee (a type of Letter of Credit or LC) is widely used in trade finance, an irrevocable “documentary” LC, issued by a bank to a third-party beneficiary and promising to pay on behalf of the transaction originator a specific sum of money against delivery of documents satisfying the terms and conditions of the LC. That is also not at all what we are doing here.
With project finance, the original asset or collateral underlying a Standby LC/BG is “preserved” and must remain “blocked” (the banking terms that means “held for a particular purpose”, in this case, the lender/beneficiary) until successful completion of the project. Upon reaching COD this SbLC/BG is released — technically, it is allowed to expire and thus goes away, with the underlying collateral left untouched. Some purchased SbLC can be cashed or monetized upon expiration, but that’s not what most IFI-CAP customers do.
The asset type that can be used is up to the issuing bank and the project owner/developer/sponsor/backer. See below.
Whether a Bank Guarantee/SbLC or Avalized Promissory Note, we use Uniform Rules for Demand Guarantee (URDG, ICC publication 758; see below), and BG/SbLC and confirmed Sovereign Guarantees use the customary SWIFT system for bank-to-bank communication, where SWIFT itself helps maintain the chain of legitimacy, as any bank instrument of sufficient size will tend to attract fraudulent activity.
We also now accept a Promissory Note (simple template available) that would be avalized (a stamp or seal) by a rated bank. An SG, BG/SbLC or Avalized Promissory Note (APN) is issued in favor of someone other than the owner of the underlying asset (called the “beneficiary”), collateralizing the asset while allowing for an investment/loan against it. APNs are a special case, as they’re not issued by the bank, and the “exposure” to the bank depends on the asking party’s creditworthiness.
We pay careful attention to fairness and mutuality in these dealings, and although widely practiced, it is easy to misunderstand and assume there is no protection for the issuer if they are going to issue a guarantee in favor of another party to make sure they do not default. That is simply not the case. The issuer is fully protected under the preferred rules. See Note #3, below.
Further notes on this:
- Ordinarily, MT760 is used to block or set aside cash-backed assets — which does not necessarily mean cash on deposit, by the way, a misnomer — in favor of someone other than their owner. When an MT760 SWIFT is issued, the issuing bank puts a hold on their client’s funds, blocking the client from using them for another purpose temporarily, while the instrument is operative (in force). This arrangement does not USE the funds that are blocked; it is well controlled, and designed to see through the project’s completion, then the underlying asset is released (technically, it is allowed to expire and fall away on the “maturity” date).
- Note that, once issued, if there are no loan funds transferred, then the BG/SbLC or APN has no effective value. In fact, it can be unwound or returned right away, not that anyone would actually do that, having come that far. Just clarifying for bankers that may confuse this SbLC or APN with trade-related transactions (Documentary LCs), where the guarantee serves to protect sellers (exporters) and buyers (importers), where the underlying capital assets are transferred (paid) to the seller upon satisfaction of the terms of the transaction. With a project finance-related guarantee, the instrument is released and returned to the guarantor upon project COD (completion of the project construction/commissioning) per the terms/conditions of the loan agreement.
- Under these banking rules, the guarantee issuer (the project developer/owner/sponsor) is protected against the guarantee being arbitrarily called or used for any purpose other than intended — backstopping the project financing. Thanks to well-proven Uniform Rules for Demand Guarantees, ICC pub. 758 (URDG 758) it is quite safe because it is difficult to make a claim against or “call” (cash or draw on) the instrument and prevail in the courts.