Deal Structures for Early Stage Financinglerchearly
The document discusses common structures for early stage financing, including common stock issued to founders and friends/family, convertible notes often used in friends/family rounds and by angels, and preferred stock. It provides details on these structures such as rights conveyed, benefits of convertible notes, liquidation preferences for preferred stock, and rights/protections included in financing agreements. The document is intended to educate startups and investors on typical deal terms for early financing rounds.
Before Series A - Convertible Note and Series Seed Funding for Startups ldef2001
Presentation explaining the differences between Convertible Notes and Seed Stage Equity, the important terms of each funding structure and the pros/cons of each.
This document discusses convertible debt financing. Convertible notes are short-term debt instruments that convert to preferred stock upon a qualified financing round, allowing companies to raise funds without setting a valuation. Typical terms include interest rates of 4-8%, 12-24 month terms, and conversion discounts or caps on valuation. While convertible notes provide cheaper funding than equity, terms can have unintended consequences. Alternative instruments like SAFEs (Simple Agreements for Future Equity) and KISSes (Keep It Simple Securities) aim to be more founder-friendly. The presenter recommends consulting an attorney to properly structure agreements.
The document provides an overview of convertible notes as a fundraising tool for startups. It begins with background on the speaker and objectives. It then defines convertible notes and provides an example of a $500,000 note with 5% interest, a $4 million pre-money valuation cap, and a 20% discount. The document outlines key terms, pros and cons compared to equity rounds, and considerations around choosing convertible notes or a priced equity round. It concludes with parting thoughts on principles of financing strategy.
Business Borrowing Basics 2020 - Dealing With DefaultsFinancial Poise
Some borrowers default. One type of default is a payment default- the loan is not paid when due or a particular payment is missed. The other type of default is a covenant default. This webinar explains both, and discusses what happens when one happens.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/dealing-with-defaults-2020/
This document summarizes key terms in a Series A term sheet for financing. It discusses control terms such as board composition, investor protective provisions, and voting rights. It also discusses economic terms such as valuation, liquidation preferences, anti-dilution, and registration rights. The document provides an overview of major issues to consider for each term and emphasizes negotiating favorable terms for founders like limiting investor control and liquidation preferences.
Pre-Series A Funding Vehicles ( Convertible Notes, SAFE, KISS, etc.)ideatoipo
Obtaining funding for early stage startups can be challenging. The array of funding options available to entrepreneurs can be confusing and fraught with pitfalls.
This presentation covers:
1) convertible notes
2) SAFE documents
3) KISS documents
and more!
This document provides an overview of common terms in debt and equity term sheets. It discusses key terms related to valuation, security type, control, liquidation events, governance, and closing conditions. The most negotiated terms typically relate to valuation, type of security, board composition, financing thresholds, and anti-dilution provisions. The document is intended to outline the key concepts and terms that are generally included in term sheets for debt and equity financings.
Deal Structures for Early Stage Financinglerchearly
The document discusses common structures for early stage financing, including common stock issued to founders and friends/family, convertible notes often used in friends/family rounds and by angels, and preferred stock. It provides details on these structures such as rights conveyed, benefits of convertible notes, liquidation preferences for preferred stock, and rights/protections included in financing agreements. The document is intended to educate startups and investors on typical deal terms for early financing rounds.
Before Series A - Convertible Note and Series Seed Funding for Startups ldef2001
Presentation explaining the differences between Convertible Notes and Seed Stage Equity, the important terms of each funding structure and the pros/cons of each.
This document discusses convertible debt financing. Convertible notes are short-term debt instruments that convert to preferred stock upon a qualified financing round, allowing companies to raise funds without setting a valuation. Typical terms include interest rates of 4-8%, 12-24 month terms, and conversion discounts or caps on valuation. While convertible notes provide cheaper funding than equity, terms can have unintended consequences. Alternative instruments like SAFEs (Simple Agreements for Future Equity) and KISSes (Keep It Simple Securities) aim to be more founder-friendly. The presenter recommends consulting an attorney to properly structure agreements.
The document provides an overview of convertible notes as a fundraising tool for startups. It begins with background on the speaker and objectives. It then defines convertible notes and provides an example of a $500,000 note with 5% interest, a $4 million pre-money valuation cap, and a 20% discount. The document outlines key terms, pros and cons compared to equity rounds, and considerations around choosing convertible notes or a priced equity round. It concludes with parting thoughts on principles of financing strategy.
Business Borrowing Basics 2020 - Dealing With DefaultsFinancial Poise
Some borrowers default. One type of default is a payment default- the loan is not paid when due or a particular payment is missed. The other type of default is a covenant default. This webinar explains both, and discusses what happens when one happens.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/dealing-with-defaults-2020/
This document summarizes key terms in a Series A term sheet for financing. It discusses control terms such as board composition, investor protective provisions, and voting rights. It also discusses economic terms such as valuation, liquidation preferences, anti-dilution, and registration rights. The document provides an overview of major issues to consider for each term and emphasizes negotiating favorable terms for founders like limiting investor control and liquidation preferences.
Pre-Series A Funding Vehicles ( Convertible Notes, SAFE, KISS, etc.)ideatoipo
Obtaining funding for early stage startups can be challenging. The array of funding options available to entrepreneurs can be confusing and fraught with pitfalls.
This presentation covers:
1) convertible notes
2) SAFE documents
3) KISS documents
and more!
This document provides an overview of common terms in debt and equity term sheets. It discusses key terms related to valuation, security type, control, liquidation events, governance, and closing conditions. The most negotiated terms typically relate to valuation, type of security, board composition, financing thresholds, and anti-dilution provisions. The document is intended to outline the key concepts and terms that are generally included in term sheets for debt and equity financings.
This document discusses various sources of short-term financing for businesses, including trade credit, unsecured loans, secured loans, factoring accounts receivables, inventory, and commercial paper. It provides details on types of trade credit like open accounts, notes payable, and trade acceptances. It also explains factors that influence credit terms, types of credit terms, and when businesses should use trade credit. Details are given on unsecured loans, secured loans by pledging accounts receivable or inventory, and commercial paper.
This document discusses short-term financial planning and working capital management. It covers key topics such as:
1) Definitions of working capital, current assets, current liabilities, and the risk-return tradeoff of short-term financing options.
2) The hedging principle of matching temporary assets with temporary financing and permanent assets with permanent financing.
3) Tools for managing working capital like cash conversion cycle, operating cycle, and cash cycle calculations and analysis.
4) Short-term financial policies regarding flexibility of current asset investment levels and sources of current asset financing.
This document discusses sources and forms of long-term financing. It describes the money and capital markets, including short-term and long-term securities. The main sources of intermediate and long-term debt are term loans and bonds. Bonds can take various forms such as mortgage bonds, debentures, convertible bonds, and floating rate bonds. Preferred stock and common stock are also discussed, along with factors that influence dividend policy.
This document discusses short-term financing. It defines short-term financing as financing obtained for a period of one year or less, usually to finance current assets. The key sources of short-term financing are discussed, including trade creditors, commercial banks, finance companies, and others. The main advantages are that short-term financing is easier to obtain, more flexible, and has lower costs than long-term financing. However, it also has disadvantages like frequent maturity dates and potentially higher interest rates. Short-term financing is mainly used to lower costs, raise funds as needed, facilitate business operations, and secure additional funds. Trade credit, a major source, involves sellers extending credit to buyers before payment for goods.
This document discusses convertible debt, which is used as an alternative to equity financing for seed-stage companies. Convertible debt allows investors to loan money to a company that converts to equity at a later financing round. The key aspects covered are:
- Convertible debt provides a bridge to the next round of funding and includes interest accrual.
- It converts to equity on the same terms as new investors but at a discount (15-25%) and subject to a maximum valuation cap.
- Complications can arise around valuation, time of conversion, and investor protections, which are addressed through mechanisms like caps, floors, and governance terms.
- Convertible debt works well as a bridge, for seed financing when
Practice defensive banking. Learn what to do and what not to do to to avoid lawsuits resulting from unintended promises. Learn about the due diligence process and secret liens.
This document discusses various options for companies facing financial difficulties, including asset sales, wind downs, recapitalizations, and dissolution. It notes the pros and cons of asset sales versus multiple asset deals. For recapitalizations, it outlines the mechanics and key considerations around fairness issues. Wind downs require preparing financial projections both with and without going concern assumptions. Directors and officers could face personal liability for unpaid wages, taxes, and other obligations. The document provides a sample checklist for winding down a company and emphasizes the importance of clear communication with all stakeholders throughout the process.
Presentation - Venture Capital Financing, Major Deal Elements Daniel Piedra
The document summarizes key deal elements in venture capital term sheets, including preferred returns, valuation protection, management rights, and exit strategies. It analyzes and compares term sheets from two venture capital firms, Acorn Ventures and Beach Fund, on elements such as liquidation preferences, anti-dilution, dividends, conversion rights, and board representation. While there are similarities, the term sheets differ in ways that allocate control and future financing outcomes between investors and founders.
This document discusses sources of short-term finance for businesses. It outlines several common sources: trade credit, which allows suppliers to offer customers credit for purchases; bank credit like loans, cash credits, overdrafts, and bill discounting; customers' advances, where customers pre-pay for large or custom orders; instalment credit plans; and loans from cooperative banks. The purpose of short-term finance is to meet regular operating expenses like materials, wages, and utilities, and allow businesses to manage cash flows during production and sales cycles.
Types of sponsors and investors in project financeDima Mykulo
This document discusses types of sponsors and investors involved in project finance. It describes project finance as long-term financing based on projected cash flows rather than balance sheets. Project finance typically involves equity investors known as sponsors and loans from banks or other lenders. Loans are non-recourse and paid from project cash flows rather than sponsor assets. A special purpose entity is usually created to shield other sponsor assets from project failure. Financial structuring seeks to allocate risks optimally between private partners through contractual arrangements.
This document discusses convertible debt financing, which is a loan that can be converted to equity. Convertible debt is commonly used as a "bridge" between equity rounds, and has become a typical way to do seed stage deals. While it puts off discussions of valuation and can be simpler than equity deals, convertible debt financing can also become complex. The document outlines basic terms like interest rates, conversion discounts, caps on conversion value, and conditions for conversion. It also notes potential complexities and subtleties to consider from the perspectives of both entrepreneurs and investors.
Negotiating The Commercial Lease(Slides)Peter_Collins
This document summarizes key considerations and negotiation points for commercial leases. It outlines the major steps in the leasing process from the initial offer to lease through to the final lease agreement. Key topics covered include defining rent structures, maintaining and insuring the premises, restrictions on tenant use and transfers, and landlord and tenant rights and obligations regarding maintenance, default, and termination. The document provides advice to both landlords and tenants on negotiating favorable terms within these areas.
- Liquidated damages are a predetermined sum that a contractor must pay to the owner if the contractor fails to complete the work by the agreed upon deadline. They are intended to compensate the owner for monetary losses due to the delay.
- For liquidated damages to be enforceable, the amount must be a reasonable estimate of the owner's losses in case of a delay, the exact losses must be difficult to determine, and the damages must not act as a penalty.
- Courts will generally uphold liquidated damages clauses if the daily amount is a reasonable estimate of losses and if the delay is not due to events outside the contractor's control such as natural disasters.
The document discusses key considerations for yieldco acquisitions of renewable energy projects at different stages of development. It outlines what buyers look for, including financial metrics, land and permitting status, interconnection, offtake agreements, and optionality. The document also discusses potential transaction structures, including outright sales, joint ventures, and pre-structured deals with debt and tax equity financing already in place. Cash flow certainty, control provisions, and options to obtain 100% ownership over time are also addressed.
In this webinar presenation, you will learn practical tips on drafting and understanding commercial agreements. Extract practical insights to drafting and understanding commercial agreements and learn techniques used to allocate or transfer economic risk.
The document summarizes key topics from a presentation on regulatory compliance given by PolicyWorks LLC. It discusses the impact of the Dodd-Frank Act, the Consumer Financial Protection Bureau (CFPB) and its director Richard Cordray, CFPB priorities including complaints, student loans, credit cards, mortgages, and overdraft fees. It also covers the CFPB's work on ability-to-repay rules, mortgage disclosures, and fair lending laws.
Key Bankruptcy Considerations Heading into a RecessionQuarles & Brady
As the impact of the COVID-19 pandemic continues to evolve, US businesses are already feeling the impact of a potential economic downturn. Presenters will discuss key considerations that may present themselves in the event of a recession, including modification and forbearance agreements, amendment/default scenarios, risks regarding "slow pay" and termination of key contracts, and priority rights of suppliers in bankruptcy, as well as implications of the Small Business Bankruptcy Act for potential debtors.
Project finance presentation delivered at the "Jordan Renewables" Workshop, hosted by EDAMA and Eversheds.
Held at the Four Seasons Hotel, Amman, Jordan
16th May 2013
TILA Disclosures Lost at Sea - Auto-Renewals under TILA and State LawJustin Hosie
This document summarizes key points from a presentation on TILA disclosures and auto-renewals under state and federal law for payday and title loans. The presentation discusses how some lenders try to provide only one initial TILA disclosure rather than new disclosures with each renewal period. However, this approach risks violating TILA if renewals are considered refinancings under the law. The presentation outlines the technical definition of a refinancing and provides examples of regulatory and court decisions addressing this issue. It recommends either providing new TILA disclosures with each period or converting to an installment loan structure to comply with disclosure requirements.
Contract - Construction Contracts and SpecificationMANNU KUMAR
This document discusses various aspects of contracts and contract management. It begins by defining a contract according to Indian law as an agreement that is enforceable by law. It then discusses key elements of a contract including offer, acceptance, and consideration. The document outlines stages of contract management from planning to execution and completion. It also discusses the Indian Contract Act of 1872 and highlights some key sections. Finally, it analyzes various challenges that can arise in contract management such as poor communication, lack of clarity, scope creep, and force majeure events.
At our Wednesdays With Redchip event in July, experts from our property team discussed the common issues and questions that arise surrounding major transactions, including:
Development, funding and joint venture structures.
How do put and call options work, and why would I use one?
Transactional and holding taxes: can I limit, defer or avoid?
This document discusses various sources of short-term financing for businesses, including trade credit, unsecured loans, secured loans, factoring accounts receivables, inventory, and commercial paper. It provides details on types of trade credit like open accounts, notes payable, and trade acceptances. It also explains factors that influence credit terms, types of credit terms, and when businesses should use trade credit. Details are given on unsecured loans, secured loans by pledging accounts receivable or inventory, and commercial paper.
This document discusses short-term financial planning and working capital management. It covers key topics such as:
1) Definitions of working capital, current assets, current liabilities, and the risk-return tradeoff of short-term financing options.
2) The hedging principle of matching temporary assets with temporary financing and permanent assets with permanent financing.
3) Tools for managing working capital like cash conversion cycle, operating cycle, and cash cycle calculations and analysis.
4) Short-term financial policies regarding flexibility of current asset investment levels and sources of current asset financing.
This document discusses sources and forms of long-term financing. It describes the money and capital markets, including short-term and long-term securities. The main sources of intermediate and long-term debt are term loans and bonds. Bonds can take various forms such as mortgage bonds, debentures, convertible bonds, and floating rate bonds. Preferred stock and common stock are also discussed, along with factors that influence dividend policy.
This document discusses short-term financing. It defines short-term financing as financing obtained for a period of one year or less, usually to finance current assets. The key sources of short-term financing are discussed, including trade creditors, commercial banks, finance companies, and others. The main advantages are that short-term financing is easier to obtain, more flexible, and has lower costs than long-term financing. However, it also has disadvantages like frequent maturity dates and potentially higher interest rates. Short-term financing is mainly used to lower costs, raise funds as needed, facilitate business operations, and secure additional funds. Trade credit, a major source, involves sellers extending credit to buyers before payment for goods.
This document discusses convertible debt, which is used as an alternative to equity financing for seed-stage companies. Convertible debt allows investors to loan money to a company that converts to equity at a later financing round. The key aspects covered are:
- Convertible debt provides a bridge to the next round of funding and includes interest accrual.
- It converts to equity on the same terms as new investors but at a discount (15-25%) and subject to a maximum valuation cap.
- Complications can arise around valuation, time of conversion, and investor protections, which are addressed through mechanisms like caps, floors, and governance terms.
- Convertible debt works well as a bridge, for seed financing when
Practice defensive banking. Learn what to do and what not to do to to avoid lawsuits resulting from unintended promises. Learn about the due diligence process and secret liens.
This document discusses various options for companies facing financial difficulties, including asset sales, wind downs, recapitalizations, and dissolution. It notes the pros and cons of asset sales versus multiple asset deals. For recapitalizations, it outlines the mechanics and key considerations around fairness issues. Wind downs require preparing financial projections both with and without going concern assumptions. Directors and officers could face personal liability for unpaid wages, taxes, and other obligations. The document provides a sample checklist for winding down a company and emphasizes the importance of clear communication with all stakeholders throughout the process.
Presentation - Venture Capital Financing, Major Deal Elements Daniel Piedra
The document summarizes key deal elements in venture capital term sheets, including preferred returns, valuation protection, management rights, and exit strategies. It analyzes and compares term sheets from two venture capital firms, Acorn Ventures and Beach Fund, on elements such as liquidation preferences, anti-dilution, dividends, conversion rights, and board representation. While there are similarities, the term sheets differ in ways that allocate control and future financing outcomes between investors and founders.
This document discusses sources of short-term finance for businesses. It outlines several common sources: trade credit, which allows suppliers to offer customers credit for purchases; bank credit like loans, cash credits, overdrafts, and bill discounting; customers' advances, where customers pre-pay for large or custom orders; instalment credit plans; and loans from cooperative banks. The purpose of short-term finance is to meet regular operating expenses like materials, wages, and utilities, and allow businesses to manage cash flows during production and sales cycles.
Types of sponsors and investors in project financeDima Mykulo
This document discusses types of sponsors and investors involved in project finance. It describes project finance as long-term financing based on projected cash flows rather than balance sheets. Project finance typically involves equity investors known as sponsors and loans from banks or other lenders. Loans are non-recourse and paid from project cash flows rather than sponsor assets. A special purpose entity is usually created to shield other sponsor assets from project failure. Financial structuring seeks to allocate risks optimally between private partners through contractual arrangements.
This document discusses convertible debt financing, which is a loan that can be converted to equity. Convertible debt is commonly used as a "bridge" between equity rounds, and has become a typical way to do seed stage deals. While it puts off discussions of valuation and can be simpler than equity deals, convertible debt financing can also become complex. The document outlines basic terms like interest rates, conversion discounts, caps on conversion value, and conditions for conversion. It also notes potential complexities and subtleties to consider from the perspectives of both entrepreneurs and investors.
Negotiating The Commercial Lease(Slides)Peter_Collins
This document summarizes key considerations and negotiation points for commercial leases. It outlines the major steps in the leasing process from the initial offer to lease through to the final lease agreement. Key topics covered include defining rent structures, maintaining and insuring the premises, restrictions on tenant use and transfers, and landlord and tenant rights and obligations regarding maintenance, default, and termination. The document provides advice to both landlords and tenants on negotiating favorable terms within these areas.
- Liquidated damages are a predetermined sum that a contractor must pay to the owner if the contractor fails to complete the work by the agreed upon deadline. They are intended to compensate the owner for monetary losses due to the delay.
- For liquidated damages to be enforceable, the amount must be a reasonable estimate of the owner's losses in case of a delay, the exact losses must be difficult to determine, and the damages must not act as a penalty.
- Courts will generally uphold liquidated damages clauses if the daily amount is a reasonable estimate of losses and if the delay is not due to events outside the contractor's control such as natural disasters.
The document discusses key considerations for yieldco acquisitions of renewable energy projects at different stages of development. It outlines what buyers look for, including financial metrics, land and permitting status, interconnection, offtake agreements, and optionality. The document also discusses potential transaction structures, including outright sales, joint ventures, and pre-structured deals with debt and tax equity financing already in place. Cash flow certainty, control provisions, and options to obtain 100% ownership over time are also addressed.
In this webinar presenation, you will learn practical tips on drafting and understanding commercial agreements. Extract practical insights to drafting and understanding commercial agreements and learn techniques used to allocate or transfer economic risk.
The document summarizes key topics from a presentation on regulatory compliance given by PolicyWorks LLC. It discusses the impact of the Dodd-Frank Act, the Consumer Financial Protection Bureau (CFPB) and its director Richard Cordray, CFPB priorities including complaints, student loans, credit cards, mortgages, and overdraft fees. It also covers the CFPB's work on ability-to-repay rules, mortgage disclosures, and fair lending laws.
Key Bankruptcy Considerations Heading into a RecessionQuarles & Brady
As the impact of the COVID-19 pandemic continues to evolve, US businesses are already feeling the impact of a potential economic downturn. Presenters will discuss key considerations that may present themselves in the event of a recession, including modification and forbearance agreements, amendment/default scenarios, risks regarding "slow pay" and termination of key contracts, and priority rights of suppliers in bankruptcy, as well as implications of the Small Business Bankruptcy Act for potential debtors.
Project finance presentation delivered at the "Jordan Renewables" Workshop, hosted by EDAMA and Eversheds.
Held at the Four Seasons Hotel, Amman, Jordan
16th May 2013
TILA Disclosures Lost at Sea - Auto-Renewals under TILA and State LawJustin Hosie
This document summarizes key points from a presentation on TILA disclosures and auto-renewals under state and federal law for payday and title loans. The presentation discusses how some lenders try to provide only one initial TILA disclosure rather than new disclosures with each renewal period. However, this approach risks violating TILA if renewals are considered refinancings under the law. The presentation outlines the technical definition of a refinancing and provides examples of regulatory and court decisions addressing this issue. It recommends either providing new TILA disclosures with each period or converting to an installment loan structure to comply with disclosure requirements.
Contract - Construction Contracts and SpecificationMANNU KUMAR
This document discusses various aspects of contracts and contract management. It begins by defining a contract according to Indian law as an agreement that is enforceable by law. It then discusses key elements of a contract including offer, acceptance, and consideration. The document outlines stages of contract management from planning to execution and completion. It also discusses the Indian Contract Act of 1872 and highlights some key sections. Finally, it analyzes various challenges that can arise in contract management such as poor communication, lack of clarity, scope creep, and force majeure events.
At our Wednesdays With Redchip event in July, experts from our property team discussed the common issues and questions that arise surrounding major transactions, including:
Development, funding and joint venture structures.
How do put and call options work, and why would I use one?
Transactional and holding taxes: can I limit, defer or avoid?
What is the Impact of the New Standard on the Intermediate Accounting Course?Cengage Learning
The document discusses the new revenue recognition standard issued by the FASB and IASB in 2014. It summarizes the core principle of the new standard which is to recognize revenue when control of goods or services are transferred to a customer. It outlines the 5-step model for revenue recognition which includes identifying performance obligations, determining transaction price, allocating price to obligations, and recognizing revenue when obligations are satisfied. The standard represents a principles-based approach to revenue recognition and is expected to impact how the topic is taught with a focus on the new 5-step model.
The document discusses several key laws regulating real estate closings:
1) RESPA requires advance disclosure of settlement costs and prohibits kickbacks.
2) TILA mandates disclosures for loans, including interest rates and costs. It provides a 3-day right of rescission.
3) HOEPA and other laws target protections for subprime borrowers and prohibit predatory practices like loan flipping.
4) Disclosure forms must be properly completed under RESPA and TILA at various stages of the closing process.
This document provides an overview of dilapidations for commercial tenants. Some key points:
- Dilapidations refer to the condition of a leased property during occupancy or at the end of a lease term, relating to the tenant's obligations to maintain and repair.
- Tenants can face substantial costs if their dilapidations obligations are not understood before, during, and at the end of a lease.
- Before signing a lease, tenants should understand repair obligations and limit liability. During the lease, tenants must plan for and budget to complete repairs by the end of the term.
- At the end of the lease, landlords may issue a Schedule of Dilapidations outlining required repairs, and tenants
Wind_Energy_Law_2014_Amanda James_Overcoming Wind Energy Project Financing Ob...Amanda James
The document discusses key considerations for setting up the legal structure and financing of a wind energy project. It addresses:
1) Choosing an appropriate business entity that provides liability protection while optimizing tax treatment and eligibility for incentives. Common options include general partnerships, LLCs, LPs, and cooperatives.
2) Crafting long-term power purchase agreements with creditworthy utilities that specify pricing, production commitments, delivery points, default provisions, and risk allocation to provide predictable revenue essential for securing financing.
3) Negotiating other important contracts like engineering, construction, turbine supply, and O&M agreements that allocate costs, risks and warranties to support the project's viability.
This webinar discusses negotiating mergers and acquisitions deals. It will involve panelists acting as buyers' and sellers' counsel negotiating various deal points like representations and warranties, indemnification, purchase price payment mechanisms, and other terms. The panelists are experienced M&A attorneys and deal professionals who will guide the audience through negotiations in key areas like closing conditions, post-closing covenants, choice of law/venue, and dispute resolution. The goal is to provide practical guidance on navigating complex M&A negotiations.
Renewable energy revolutionizes the energy industryDoris Capurro
“The Stone Age didn’t end for lack of stone, and the oil age will end long before the world runs out of oil”, said Sheik Ahmed Zaki Yamani. Are we experiencing the end of the oil addiction?
A New Era of Renewables in Latin America?Doris Capurro
The document summarizes renewable energy developments in Latin America. It discusses how government-led auctions have driven significant growth in renewables by awarding long-term contracts. Countries like Brazil, Chile, and Mexico have seen their non-hydro renewable capacity and generation increase rapidly due to these policies. The document also analyzes Argentina's renewable energy targets and the new RenovAr program, which aims to contract 1GW of new renewables capacity by 2017 through competitive auctions. However, challenges remain around whether the auctions will attract sufficient investment to meet Argentina's future targets.
Will the Vaca Muerta be a game changer?Doris Capurro
This document discusses the potential of Argentina's Vaca Muerta shale formation to become a major producer of oil and natural gas. It presents three scenarios for production growth from Vaca Muerta between now and 2040 based on different assumptions about investment levels and economic conditions. Under the base case scenario, Vaca Muerta could add 560 thousand barrels per day of oil and 6 billion cubic feet per day of natural gas by 2040, recovering over 2800 million barrels of oil and 33 trillion cubic feet of gas. For this level of production to be achieved would require annual investments of around $8 billion and sustained foreign investment. Production growth from Vaca Muerta would not be immediate and would depend on maintaining stable economic policies to encourage investment
The document provides an overview and context for discussions around current uncertainties in global energy markets. It notes three ongoing transitions: from an era of strong emerging market growth and high oil prices to an oversupplied oil market with weak prices; China's economic transition; and the global transition to lower-carbon energy driven by climate agreements. Key questions are discussed around the timing of oil price recovery, the future of US shale oil production, changes to OPEC and global oil supply/demand balances, and the potential impacts of climate policies on energy mix. Charts show historical oil price cycles, growth in US production, declines in upstream investment, and outlooks for non-OPEC and OPEC supply.
Renewables will shape Argentina’s new energy matrixDoris Capurro
The Argentina Renewable Energy Program 2016-2025, explain by Sebastián Kind, Subsecretario de Energías Renovables del Ministerio de Energía y Minería de la Nación Argentina.
The document discusses World Bank guarantees for renewable energy projects and Argentina's proposed RenovAr program. It provides an overview of the World Bank guarantee program, which has helped mobilize $30 billion with $6 billion in coverage across various sectors in over 40 countries. It then discusses the global transition to renewable energy sources like solar and wind according to a 2016 report. Finally, it proposes using a World Bank guarantee and Scaling Solar model to support Argentina's RenovAr program to develop renewable energy through a public-private partnership structure.
Presentación de Doris Capurro sobre la política y sus cambios históricos, en el Máster de Comunicación Política de la Universidad Camilo José Cela, Madrid, España.
The Evolution and Impact of OTT Platforms: A Deep Dive into the Future of Ent...ABHILASH DUTTA
This presentation provides a thorough examination of Over-the-Top (OTT) platforms, focusing on their development and substantial influence on the entertainment industry, with a particular emphasis on the Indian market.We begin with an introduction to OTT platforms, defining them as streaming services that deliver content directly over the internet, bypassing traditional broadcast channels. These platforms offer a variety of content, including movies, TV shows, and original productions, allowing users to access content on-demand across multiple devices.The historical context covers the early days of streaming, starting with Netflix's inception in 1997 as a DVD rental service and its transition to streaming in 2007. The presentation also highlights India's television journey, from the launch of Doordarshan in 1959 to the introduction of Direct-to-Home (DTH) satellite television in 2000, which expanded viewing choices and set the stage for the rise of OTT platforms like Big Flix, Ditto TV, Sony LIV, Hotstar, and Netflix. The business models of OTT platforms are explored in detail. Subscription Video on Demand (SVOD) models, exemplified by Netflix and Amazon Prime Video, offer unlimited content access for a monthly fee. Transactional Video on Demand (TVOD) models, like iTunes and Sky Box Office, allow users to pay for individual pieces of content. Advertising-Based Video on Demand (AVOD) models, such as YouTube and Facebook Watch, provide free content supported by advertisements. Hybrid models combine elements of SVOD and AVOD, offering flexibility to cater to diverse audience preferences.
Content acquisition strategies are also discussed, highlighting the dual approach of purchasing broadcasting rights for existing films and TV shows and investing in original content production. This section underscores the importance of a robust content library in attracting and retaining subscribers.The presentation addresses the challenges faced by OTT platforms, including the unpredictability of content acquisition and audience preferences. It emphasizes the difficulty of balancing content investment with returns in a competitive market, the high costs associated with marketing, and the need for continuous innovation and adaptation to stay relevant.
The impact of OTT platforms on the Bollywood film industry is significant. The competition for viewers has led to a decrease in cinema ticket sales, affecting the revenue of Bollywood films that traditionally rely on theatrical releases. Additionally, OTT platforms now pay less for film rights due to the uncertain success of films in cinemas.
Looking ahead, the future of OTT in India appears promising. The market is expected to grow by 20% annually, reaching a value of ₹1200 billion by the end of the decade. The increasing availability of affordable smartphones and internet access will drive this growth, making OTT platforms a primary source of entertainment for many viewers.
Navigating the world of forex trading can be challenging, especially for beginners. To help you make an informed decision, we have comprehensively compared the best forex brokers in India for 2024. This article, reviewed by Top Forex Brokers Review, will cover featured award winners, the best forex brokers, featured offers, the best copy trading platforms, the best forex brokers for beginners, the best MetaTrader brokers, and recently updated reviews. We will focus on FP Markets, Black Bull, EightCap, IC Markets, and Octa.
Storytelling is an incredibly valuable tool to share data and information. To get the most impact from stories there are a number of key ingredients. These are based on science and human nature. Using these elements in a story you can deliver information impactfully, ensure action and drive change.
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2. How Does a PPA Relate
to Project Finance?
2
• Costs Versus Revenues → PPA is a power project’s principal (if not
only) source of revenue.
• Links to Other Project Documents
• EPC, O&M, Real Estate, Permits, Interconnection
• Examples: Timing, Force Majeure, Damages
• Project Finance Goal – Ensure that, if things go as expected, the
project revenues under the PPA will be higher than the total capital
and operating costs of project, including debt service and return on
investment, over the entire term of project finance debt.
3. Specific PPA Terms
3
• Term of Agreement
• Basic Rule – Term of PPA must be longer than Financing tenor
• Pre-COD
• PPAs awarded through government auctions or by utilities require regulatory
approval of pricing given pass-through to consumers (i.e., regulated tariffs).
• Financing
• Buyer Protection – Common for Buyer to require evidence of debt and/or
equity funding to ensure performance
• Seller Protection
• Milestones
• Construction Start/NTP Under EPC → Can be different dates
• Delay damages may be payable by Seller for late start of construction
• Commercial Operation Date (COD)
• Interconnection is key – may be separate process
4. Specific PPA Terms
4
• COD Conditions
• Testing
• Security (Collateral)
• Interconnection Agreement/Facility Interconnection
• Insurance
• Opinions → enforceability
• Permits & Authorizations
• Early Termination
• Milestone Delay
• Other Defaults
• Delay Damages – Missed Milestones
• Fixed LDs
• Payment by Seller of Replacement Costs (not liked by lenders)
5. Specific PPA Terms - Obligations
5
• Purchase and Sale Obligations
• Renewable Products:
• Energy
• “Green Attributes”/Environmental Credits (Renewable Energy
Certificates)
• Quantity
• Excess Sale / Full Requirements / Dispatchable
• Minimum / Maximum Deliveries
6. Specific PPA Terms - Pricing
6
Pricing
Renewable Projects (Solar, Wind Primarily)
• Single Rate: Energy Payment for All Products (Price Per KWH or Per
MWH (1 MWH = 1000 KWH))
• Sometimes Separate Charge for Renewable Energy Certificates
• Has to Be “Must Run” with Limited Curtailment
• No Delivery – No Payment
• Time of Use (TOU) Rates – Better for Solar
– Higher Prices in Peak Periods
• Geothermal → Moving to energy payments only
• Currency risk
• Currency of Costs vs Currency of Revenues
• Currency of financing – FX hedges
7. Specific PPA Terms - Curtailment
7
Curtailment
• Right of Offtaker to Refuse to Accept Energy Deliveries
• Curtailment Can Reduce Revenue → Especially important for
renewables
• Lender Issue
• Two types of Curtailment:
• Operational
• Economic
8. Specific PPA Terms - Performance
8
RENEWABLES
• Minimum Production Requirement
• Seller Guaranty of Minimum Production Over One or Two Years
• Percentage of Expected Production – Solar Degradation
• Seller Excuses
• Similar to Availability Requirement
• Add Curtailment Excuse
• Compliance with Dispatch, Forecasting – Availability/Production
9. Specific PPA Terms
9
Damages for Performance Below Minimum
• Conventional – Availability Requirement
• Impact on Capacity Payments
• Renewable
• Minimum Production Requirement
• Liquidated Damages for Shortfall
• Fixed - $ for each MW/h not delivered
• Replacement costs of energy if above contract price
• Floors and Caps – Pay minimum floor, but cap on total liability
• Possible termination if very poor performance
10. Specific PPA Terms - Security
10
Security
• Collateral to put up to Assure Performance if Party Breaches and
Fails to Pay Damages
Buyer – Can or not put up Security
• Is the offtaker Investment Grade?
• In LatAm payment security is common
• If Trading Company – Parent Guarantee
Forms of Security
• Cash
• Letter or Credit (LC)
• Guarantee – Investment Grade
• Replenishment Obligation → Important for Lenders
11. Specific PPA Terms – Change in Law
11
Change in Law
• International PPAs: Negotiated, but not uncommon for Seller to assume a
great number of change-in-law risks
• Change-in-law risk typically assumed by Buyer if state-owned utility
• PPA may allow Seller to terminate PPA if a change in law affects costs or
revenues above a certain percentage or monetary threshold
12. Specific PPA Terms – Force Majeure
12
Force Majeure
General Standard: Event Not Reasonably Predictable, Out of
Party’s Control, Cannot Be Overcome By Reasonable Diligence
and Not The Result of Negligence
• Sometimes also a list or cross-reference to applicable law (e.g., Civil Code)
Typical Listed Events
• Acts of God (Lightning, Earthquake, Hurricane)
• War, Civil Disturbance, Terrorism, Sabotage, Government Action
• Strikes, Lockouts (other than plant specific)
Typical Exclusions
• Changes in Market Prices
• Changes in Financial Condition of Party/Economic Hardship
• Mechanical Breakdown, unless otherwise caused by another event of
Force Majeure
• Failure to Get Governmental Approvals
• Curtailments Under Interconnection/Transmission Agreements
13. Specific PPA Terms – Force Majeure
13
• Time Limits
• Notice – Time Period to Let Other Party Know Plus Details
• Duration – 6-24 Months, followed by termination right
• Milestone Deadlines – Force Majeure May Be Eliminated or Limited in
Duration
• Excuses Performance
• No Compensation to Seller Typically
14. Specific PPA Terms - Assignment
14
Assignment
• Generally – Consent, not to be unreasonably withheld
• Collateral Assignment
• Typically No Consent Needed But Lenders Insist on Written
Consents to Assignment With Additional Conditions
• To Affiliates – Sometimes Without Consent
• But could be issue with Lenders for Buyer Assignment. Replacement
must:
• Be creditworthy entity or provide performance security
• Have ability to perform.
15. Specific PPA Terms - Assignment
15
• Change of Control
• Many - but not all - PPAs have this
• Direct or indirect
• Definition – if not defined, it can benefit the Buyer
• Lender foreclosure issue
• Lender Rights in PPA or Consent Agreement
• Sale of Facility
• Sometimes Requires Consent of Buyer
• Sometimes Assignee/New Owner has to agree to assume
PPA as condition of sale
• Could be Lender issue in foreclosure scenario
16. Specific PPA Terms - Default
16
DEFAULTS
Utility Offtaker Default
• Primarily Nonpayment
Seller Defaults
• Typical Types
• Catch All – Material Breach
• Breach of Representation
or Warranty
• Bankruptcy or Insolvency
or Liquidation
• Termination of
Interconnection Agreement
• Missed Milestone –
Usually Only COD
• Delay Damages for Limited Period
• Loss of Credit Support
(or Downgrade of LC bank or
guarantor)
• Some Defaults May Have No
Cure Period
• Different Defaults May Have
Different Cure Period
17. Specific PPA Terms
17
Lender Cure and Step-in Rights
• In PPA or Direct Agreement
• Buyer must notify Lenders of Default and allow right to cure
• Buyer can’t terminate without notifying Lenders
• Must allow lenders to enforce, if necessary
• Assumption of PPA or Termination Payments
18. Specific PPA Terms - Termination
18
Termination
• If Default not cured within period, other party can terminate
and obtain damages
• Pre-COD Termination Remedies
• Draw on Security
• Sometimes More
• Termination Damages
• General Damages at Law
• Market Damages – cost of obtaining replacement
• Typically non-defaulting party does not pay
• Not always the case
• Limit on Liability
• No Consequential Special or Indirect Damages
• Sometimes Dollar Cap on Damages – Lender issue especially for cap on Buyer
liability as it may not be sufficient to make lender whole
19. Specific PPA Terms - Termination
19
• Specific Performance
• Option to purchase project by Buyer → Lender issue
• Pricing/Valuation
• End of Term
• During Term
• Right of First Refusal
• Typically only for sale of facility
• Short period for offtaker to decide
• If declined, third party deal to be on similar terms
• Typically carve-out for lender rights
20. Specific PPA Terms – Other Typical
Provisions
20
• Governing Law – Usually jurisdiction of performance
• Dispute Resolution – Courts vs Arbitration
• Lender Issue
21. EPC Bankability Issues
1
• Purpose: engineer, procure construct; complete
construction of a quality project that meets agreed
performance criteria
• Capacity of EPC contractor
• Technical capacity
• Track record/reputation
• Credit-worthiness
22. EPC Bankability Issues
2
• Scope of EPC obligations:
• Fully wrapped – the “gold standard”
• Limitations to liability – e.g., technology carve-outs
• Equipment suppliers plus balance of plant contractor
(the typical case for renewable energy projects)
• Finger-pointing risk
• Typical in renewables,– introducing substantial finger-
pointing risk
• Capacity (technical and financial) of principle equipment
suppliers
• Warranties (existence, duration and assignability)
• Intellectual property
• Permits (term, renewability, assignability)
24. EPC Bankability Issues
4
• Remedies for failure to perform
• Liquidated damages
• Delay LDs (to cover PPA, O&M, loan interest exposure)
• Performance LDs (applied to buy down loan)
• Liability limits (e.g., 100% of project price)
• Lender step-in rights upon Borrower failure to perform
• Notice of defaults
• Extended opportunity to cure defaults
• Assignability of EPC contract
25. Operations and Maintenance
Agreements - Bankability Issues
5
• Purpose: a qualified power plant operator agrees to
perform all operation, maintenance and repair services
for the project, with experienced personnel, in
accordance with prudent operating practices, permits,
applicable law and transaction documents.
26. O&M Agreements - Bankability Issues
6
• Operator’s responsibilities:
• administration of project agreements
• compliance with all PPA requirements and requirements of
permitting authorities or lenders
• liaising with other contracting parties
• preparation of an annual budget
• operation of the project in compliance with that budget;
• administration of warranties under the construction contract(s).
• maintaining compliance with project insurance policies
• Operator assumes responsibility for most operational risks,
except:
• force majeure events
• design defects
27. O&M Agreements - Bankability Issues
7
• Payment provisions under O&M Agreements vary:
• Fixed price, cost plus or bonus/penalty.
• Limitation on liability of the Operator
• Liability varies and often depends on the Operator’s potential
profit
• Force majeure provisions
• No broader than the force majeure relief available to the seller
under the PPA
• Often more limited in the O&M Agreement, allocating certain
risks, such as labor difficulties, to the Operator.
28. O&M Agreements - Bankability Issues
8
• Key bankability issues:
• Capacity
• Affiliate versus third party Operator
• Replacing the Operator
• Assignability of O&M contract