Module 7 : Bonds

Lecture 39 : Bonds Financing for Infrastructure Projects - Introduction

In the preparation for the bond marketing process, the lead manager approaches one or two of the main rating agencies to obtain an indicative rating for the bond to be issued by the project company, on the assumption that all project contracts have been executed. The assessment by the rating agencies will typically be based on the financial model for the project, an explanation of the transaction structure reflecting the risk allocation to which the project company is subject, the term sheet for the project bond, and due diligence reports from legal, technical, and insurance advisers.

The drafting of the bond documentation begins after getting an indicative rating. The bond documentation will include contractual credit and security agreements, and bond prospectus. The bond prospectus provides detailed information on all aspects of the proposed issue for potential investors. Based on the draft prospectus, the lead manager will market the bond to potential investors in a road show and finalise the pricing. The financial close usually take place a week after signing. At this point, the issuer will receive the funds and the issuer's debt obligations arise with the actual bond issue.

The successful bidders will need to appoint a listing agent (usually an investment bank appointed as lead manager) if the bond is to be listed on a public exchange. The listing agent will act as a liaison point between the issuer and the relevant exchange. Each exchange has its own listing rules and the issuer has to comply with the rules of the relevant exchange. Such rules will include the degree of disclosure about the project in the prospectus, risk issues, public display of project and credit documents, a listing fee, and ongoing reporting obligations.

Bonds may also be issued through private placements to a limited number of large investors who hold them throughout their life and are not quoted on a stock exchange. The private placement can take place without the intervention of an investment bank and sponsors can deal directly with the investors.