What is Due Diligence?
In the project finance business, deal origination happens by the direct relationship that relationship managers across different sectors enjoy in the industry. Proposals are presented in the form of appraisal notes put up to either the credit committee or a committee of senior management whichever is the appropriate sanctioning authority. Due diligence involves thoroughly reviewing all proposals involved in a deal.
An appraisal note ideally contains a write up on the company background, its management and shareholding pattern, its physical and financial performance, purpose of funding details of project being funded, costs involved and means of financing, market for company’s products, future prospects and profitability projections, risk analysis and the terms and conditions of sanction.
How is Due Diligence carried out?
The process of conducting an appraisal involves a comprehensive due diligence of the transaction and preparation of a credit appraisal note. The process consists of the following stages:
- Study of promoter background
- Assessment of business model
- Legal due diligence
- Assessment of financial structure
- Identification of key risks
- Financial statement analysis
- Assessment of tax implications
- Applicability of Central Bank guidelines
- Credit scores/Security valuation/Sectoral expert
- Assessment of key terms of the loan
Due Diligence Breakdown – Key Processes
Study of promoter background
Study of promoter background is undertaken in order to ensure the commitment of promoters to the project. The main motive is to identify the background and track record of the promoters sponsoring the project. The following terms are assessed:
- Assessment of group companies – needs to be done based on past experience and knowledge of the sector
- Assessment of group companies – Involves in-depth study of various companies promoted by the sponsor. Assessment of group companies is necessary even in cases where no direct support from companies to the project company exist. In case the group is facing a severe financial crunch, the possibility of diversion of funds from the project company cannot be ruled out. In such circumstances, the lenders need to take adequate steps to ring fence the project revenues.
- Track record of sponsors – In case any subsisting relationship with the sponsor, the track record of the sponsors should be studied in light of its relationship. The lender should identify the incidences of default and analyse the causes for the same.
- Management profile of sponsor companies – Helps in assessing the quality of management. Lenders are typically more comfortable taking exposure in professionally managed companies.
- Management structure of project company – Study of shareholders agreement helps in determining the management structure of a project
- Study of shareholders agreement – Study of the shareholders agreement should be done in order to get clarity on issues such as voting rights of shareholders, representation on the board of directors, veto rights (if any) of shareholders, clauses for protection of minority interest, procedure for issuing shares of the company to the public and the method of resolution of shareholders disputes
Assessment of the business model
An extensive study of the business model enables the lenders in assessing the financial viability of the project. Typically, a business model is developed in consultation with financial and technical consultants. The lenders need to undertake the following steps while accessing a business model:
- Understanding the assumptions – major assumptions involved are regarding revenues, operating expenses, capital expenditures and other general assumptions like working capital and foreign exchange assumptions
- Assessment of assumptions – involves evaluating the various assumptions and benchmarking the same with respect to the industry estimates and various studies. Sometimes the lenders appoint an independent business advisor to validate the assumptions made in the business model.
- Analysis of project cost – One of the most important stages in due diligence, as a substantial amount of capital expenditure has to be incurred. The project cost is then benchmarked to other similar projects implemented in the industry. Also it needs to be insured that appropriate contingency measures and foreign exchange fluctuation measures have been incorporated into the estimated project cost.
- Sensitivity analysis – A business model involves many estimates and assumptions. Some of these assumptions do not materialize in view of changing business scenarios. Hence, it is important to sensitize the business model to certain key parameters. The lenders need to access financial viability of the project in light of sensitivity analysis coupled with ratio analysis.
- Benchmarking with the industry – An analysis of the key ratios in light of available industry benchmarks is useful in an overall assessment of the business plan.
Legal due diligence
Legal due diligence is usually undertaken by an independent legal counsel appointed by the lenders. This process comprises of the following:
- Identifying the rights and liabilities of various project participants
- Study of project implementation schedule
- Adequacy of liquidated damages and penalty payable on non-performance
Assessment of financial structure
The following aspects need to be considered in order to access the financial structure:
- Debt equity ratio – A good project would ideally have a low debt-equity ratio which helps in reducing the cost of the debt thereby increasing the net cash accruals. Higher net cash accruals enable the company to build up sufficient cash reserves for principal repayment and provide a cushion to the lenders.
- Principal repayment schedule – The lender endeavours to match the principal repayment schedule with the cash flow projections while leaving sufficient cushion in the cash flow projections. One way of safeguarding lenders’ interests to negotiate the creation of a sinking fund for this purpose
- Sinking Fund build-up – Build-up of a sinking fund or Debt Service Reserve Account is usually built up in order to safeguard the lender’s Such a fund entails deposit of a certain amount in a designated reserve account which is used towards debt servicing in the event of a shortfall in any year/quarter of the debt repayment period.
- Trust and retention mechanism – In projects, a trust and retention mechanism is often incorporated in order to safeguard the lenders’ interest. The mechanism entails all revenues from the company to be routed to a designated account. The proceeds thus credited to the account are utilised towards payment of various dues in a predefined order of priority. Generally, the following waterfall of payments is established: statutory payments including tax payments, operating expenditure payments, capital expenditure payments, debt servicing, dividend and other restricted payments.