Risk Gaps:

First-Loss Protection Mechanisms

Climate Policy Initiative

Morgan Herv-Mignucci
Gianleo Frisari
Valerio Micale
Federico Mazza

January 2013

A CPI Report
 Descriptors
Sector Finance
Region Global
Keywords Green investments; Risk mitigation instruments
Related CPI Reports Risk Gaps: A Map of Risk Mitigation Instruments for Clean Investments
Risk Gaps: First-Loss Protection Intstruments
Contact Gianleo Frisari [email protected]
Morgan Herv-Mignucci [email protected]

Acknowledgements
The authors thank the following organizations and professionals for their collaboration and input:
Sujata Gupta of the Asian Development Bank, Alexandre Chavarot of Clean Infra Partners, Michael
Eckhart from Citigroup, Sean Kidney and Nick Silver from Climate Bonds Initiative, Murray Birt of
Deutsche Bank, Christopher Knowles and Olivier Thiele of the European Investment Bank, Marc
Bajer and Severin Hiller of Hadrians Wall Capital, Jeffrey Sirr from Munich RE.

Finally the authors would like to acknowledge inputs, comments and internal review from CPI staff:
Yu Yuqing (Ariel), Shobhit Goel, Brendan Pierpont, Gireesh Shrimali, Ruby Barcklay, Tom Heller,
David Nelson, Elysha Rom-Povolo, and Tim Varga. In particular, wed like to thank Jane Wilkinson
and Barbara K. Buchner for their ongoing advice and guidance.

About CPI
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mission is to assess, diagnose, and support the efforts of key governments around the world to
achieve low-carbon growth.
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an School of Business; CPI Rio, affiliated with Pontifical Catholic University of Rio (PUC-Rio); and
CPI Venice, affiliated with Fondazione Eni Enrico Mattei (FEEM). CPI is an independent, not-for-
profit organization that receives long-term funding from George Soros.

Copyright 2013 Climate Policy Initiative www.climatepolicyinitiative.org

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January 2013 Risk Gaps: First-Loss Protection Mechanisms

Contents
1 Introduction 4
2 First-loss protection mechanisms for project bonds and CLOs 5
3 Key lessons for effective first-loss protection mechanisms 8
3.1 Matching investors required risk-adjusted returns 8
3.2 The role of credit rating agencies 9
3.3 The cost of first-loss protection mechanisms 9
3.4 Options for financing first-loss protection mechanisms 10
3.5 Risks induced by first-loss protection mechanisms 12
4 Unlocking the transformative potential of credit-enhanced debt securities 13
5 Final remarks 14
6 References 15

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January 2013 Risk Gaps: First-Loss Protection Mechanisms

1 Introduction through two different mechanisms: the first mechanism

uses project finance solutions as an alternative to bank
In the wake of the global financial crisis, traditional loans (i.e. project bonds), while the second mechanism
sources of finance for large-scale, emissions reduc- sets up dedicated investment vehicles such as collater-
tion assets (i.e. project developers, banks, and public alized loan obligations (CLOs).
budgets) are facing very high capital constraints. At
Project bonds tap resources directly from investors in
the same time, the need for capital for low-carbon
capital markets, either through private placements or
infrastructure has grown significantly. The International
through public offerings into wider markets. However,
Energy Agency estimates that halving carbon dioxide
the current market share of project bonds, with USD
emissions by 2050 would call for approximately USD
17.5 billion, is still much smaller than the market share
36 trillion to fund infrastructure investments for energy
of loans, with USD 327 billion (Eckhart, 2012). This is
generation and use alone, above a business-as-usual
because infrastructure investors continue to favor bank
scenario (IEA, 2012). The gap between what is getting
financing given a loans higher flexibility, in general, and
funded and what is needed will widen under todays
banks higher appetite for risk, which results in lower
market conditions and as new financial regulations are
pricing of the borrowed capital and thus lower financing
enforced (in particular, Basel III and Solvency II1).
costs.
In order to unlock green finance, instruments are
On the other hand, the idea behind CLOs is rather
needed to: (1) render investments attractive to pre-
straightforward. Banks sell some of their outstanding
viously untapped sources of finance such as insti-
loans to a dedicated entity that then issues bonds or
tutional investors2 and (2) free up resources for
notes to investors (pension funds, insurance companies,
traditional sources of climate finance, particularly,
hedge funds, etc.) sliced up in tranches of different risk
those on banks balance sheets.
and return profiles. These tranches are differentiated by
First-loss protection instruments support both these their level of seniority. 3 The banks balance sheets are
goals by shielding investors from a pre-defined freed up of these loans, leaving them able to lend the
amount of financial losses, thus enhancing credit proceeds to new projects. Used this way, CLOs could
worthiness, and improving the financial profile of an thus release capital, free up liquidity, transfer credit
investment. They directly mitigate a projects financing risk, and improve banks and other lenders control of
risks by transferring a portion of the potential loss to the their balance sheets. However, setting up a CLO alone
sponsor offering the protection that can take the form of is not usually enough to attract buyers, as the loans
a funded contribution to the investment (such as a cash underlying them are often associated with too much
injection) or an unfunded guarantee or credit line to be perceived risk.
drawn upon when needed. By making projects more
appealing to mainstream investors (or by aggregating
them under the same mechanism), they also mitigate Under current market conditions, investors are
the perception of liquidity risks. not purchasing project bonds and collateralized
loan obligations (CLOs) for clean investments at
First-loss protection mechanisms may encourage
the level we would hope to see.
capital release, in which capital previously committed
for commercial or regulatory reasons becomes avail-
able for new uses. Amongst others, they can be applied
For green investments, before either of these invest-
1 Incoming regulations governing the banking sector, under the BASEL III ment instruments may appeal to institutional investors,
framework, will strongly penalize illiquid assets on banks balance sheets banks and project sponsors need to improve the credit
(Linklaters, 2011) and exclude them from the assets available to cover
worthiness of underlying projects, as both project bonds
liquidity needs in addition to demanding their full risk-weighted capital
coverage. Similarly, the EU Solvency II Directive will impose more stringent and CLO securities would very likely be rated as below
capital requirements on insurance companies investing in riskier and less
liquid investments such as infrastructure and renewable energy assets.
2 The term institutional investors includes mainly pension funds and 3 The priority order with which cash flows originating from the pool of
insurance companies, but also endowments, foundations and sovereign loans are distributed to investors. Usually, senior investors will have to be
wealth funds. With USD 71 trillion in assets under management, they can satisfied in full before other investors can be compensated even partially.
certainly play a major role in meeting the climate investment challenge They distinguish between senior tranches, mezzanine and junior tranches,
(OECD, 2012a). and equity positions.

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January 2013 Risk Gaps: First-Loss Protection Mechanisms

investment grade.4 First-loss protection mechanisms

are a means to achieve this as they can deal with some
2 First-loss protection
of the main barriers hindering the engagement of mechanisms for project bonds
institutional investors in large-scale, low-carbon
investments. That is, they can overcome the absence
and CLOs
of liquid, investment grade asset-backed securities and A first-loss protection mechanism refers to any
a small secondary market (Wilkins, 2012). instrument designed to insure the amount of capital
which is exposed first should there be a financial loss
However, designing effective first-loss protection mech-
on a security, including equity, debt, and derivatives
anisms to unlock finance for green infrastructure can
instruments. 5
be a complex task. The architects of these instruments
must not only understand the impact on the credit First-loss protection mechanisms can address several
worthiness and on the financial profile of the invest- financing risks and may be structured in several differ-
ment, but also look at the cost at which the mechanisms ent ways. They can, for example, be insurance mech-
can be provided, at the most effective ways to finance anisms such as monolines insurance companies
and offer them, and at the risks that they may, in turn, that specialize in providing insurance to debt security
induce. providers who are liable to pay investors compensation
no matter the cause of loss. These mechanisms can
In this paper, we highlight elements integral to the
also take the form of cash facilities or guarantee mech-
effectiveness of first-loss protection instruments which
anisms based largely on precedents in the securitization
seek to enhance projects credit worthiness, paying
space, such as excess spread (the difference between
special attention to issues likely to challenge implemen-
the gross yield on the pool of securitized assets and the
tation, and understand whether new instruments could
vehicles cost of financing), cash provisions (unencum-
themselves create additional risks. In chapter two, we
bered liquidity pools or contingent credit lines avail-
provide a more detailed definition of first-loss protec-
able in case of liquidity needs ) or overcollateralization
tion instrument and discuss two different proposals
(which occurs when more collateral than needed is
to enhance, respectively, project bonds and collateral-
posted to secure financing). Without them, investors
ized loan obligations. In chapter three, we identify key
owning equity positions or the most junior tranches
lessons to improve the effectiveness of first-loss protec-
would typically have to bite the bullet and accept losses
tion instruments emerging from investors needs, and
on their invested capital.
from previous and on-going initiatives (we discuss two
examples in Box 1), with particular attention to the role Two recent proposals have applied the concept of first-
of credit rating agencies, the costs sustained by the pro- loss protection within the specific context of infrastruc-
viders and the markets appetite for such instruments. ture and climate-related investments. We analyze their
Finally, in chapter four, we assess the transformative main elements briefly in the following paragraphs.
potential of the instruments proposed within the wider
financial context that green infrastructure investments The European Commission European Investment
are currently facing. Bank Project Bond Initiative (EC-EIB PBI) aims to
support the credit rating of individual infrastructure
Like the other Risk Gaps reports (Frisari et al., 2013), this projects6 with a guarantee facility that, depending on
work draws from a literature review and, most impor- the project specifics, can take the form of a funded
tantly, direct conversations with investors, insurers, subordinated debt tranche (a direct loan from the
researchers, and financiers participating in workshops facility to the project that would be repaid only after the
focused on investments in green infrastructure projects Senior Bonds have been serviced hence the subordi-
and related risks (CPI, CBI, 2012), and on the key issues nation), or of a contingent credit line (a credit line made
that first-loss protection mechanisms should be able to
face. 5 The term security indicates any form of financial instrument usually includ-
ing equity, debt, and derivatives instruments.
6 During its pilot phase (2012-2013) the PBI will not include any renewable
energy generation projects; however renewable energy will potentially
be included in the final form of the facility or in a similar product with a
similar structure, once the pilot phase is complete (EIB, 2012a). As green
investments are not expected to require any ad-hoc changes to the PBI
4 Standard & Poors rating distributions in October 2011 show that only 16% structure; we conduct our analysis in the report assuming they will be
of project finance loans have a rating of A or higher (Wilkins, 2012). financed with the same credit enhancement mechanism.

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January 2013 Risk Gaps: First-Loss Protection Mechanisms

available on demand in case of contingencies that, once Finance at Citigroup), aiming to achieve similar
claimed, can be converted into a subordinated loan). credit rating enhancements but by slightly different
As a claim that is senior to equity investors but junior means. Sustainable Development Bond Assurance
to debt investors, the EC-EIB facility can improve the Corporation (SDBAC) would establish a dedicated
coverage of the senior debt7 and improve the bonds monoline entity to provide first-loss insurance to
credit rating to a rating above the investment grade level various project finance collateralized loan obligations
(typically A- or higher), in line with institutional inves- (Eckhart, 2012).
tors minimum requirements (EC, 2012b; Wilkins, 2012).
The facilitys structure could potentially be used to Figure 2 depicts the interactions between the stake-
finance projects at an early stage of construction as well holders likely to be involved in the SDBAC mechanism.
as those seeking refinancing capital. That said, the PBIs An aggregator (the Global Development Funding
actual mandate is to finance the construction of new Corporation, or GDFC in the chart) would buy or
assets and as such, fully-built projects in the operation securitize project loans issued by local banks to fund
phase would not typically be considered. green infrastructure projects, aggregate them in a CLO
vehicle, and then market its more senior tranches to
Figure 1 illustrates how the mechanism works. New institutional investors.
infrastructure projects (Infra projects) benefiting
from credit enhancement, either as the sub loan or First-loss protection, by means of full financial insur-
credit line, would be able to issue new, single project ance, would enhance the credit worthiness of the entire
bonds8 with an investment grade level that could be securitization structure and is expected to render the
sold to institutional investors. Whether these investors CLO senior tranches more appealing to pension funds
will have the appetite for such securities is uncertain. and insurance companies.11 In addition, the SDBAC
However, more than half of the respondents inves- mechanism would insulate underlying projects from
tors, banks, developers, associations, and governmental policy and market risks by insuring their power purchase
bodies in a public consultation held before the launch agreements (PPA) against government decisions that
of the initiative responded positively on this point (EC, repeal agreed tariff systems or when off-takers default
2012b). The facility is financed by a capped contri- on payments. At this stage, a combination of public and
bution from the EU budget and by the EIB, which will private resources would finance the facility, with differ-
manage the funds, assess the projects, price the loans, ent types of institutions providing support for activities
and absorb the risks beyond the EU funds. Importantly, in developed and developing markets, with grants and
pricing will be set to guarantee commercial competi- concessional finance playing a larger role in the latter.
tiveness of the facility, and not on a fully concessional One option, as depicted in Figure 2, might be to call
basis (EIB, 2012a).9 In its current pilot phase, the PBI upon the Green Climate Fund to finance the insurance
is expected to finance between EUR 4.5 and 5 billion and reserve fund for the projects in developing coun-
worth of project bonds.10 tries (Eckhart, 2012).

Another alternative, interesting for its ambitious scale, Experience shows that providing effective first-loss
has been proposed directly by the financial sector protection instruments is difficult. Extensive and
(by Michael Eckhart, Global Head of Environmental generous protection instruments may induce moral
hazard behaviors among investors (e.g. an opportu-
nistic behavior by agents who are incentivized to act in
7 Debt coverage is the amount of cash available to cover both capital and
interest payments due to lenders. As the seniority of loans determines the riskier ways since the negative effects of their actions
priority with which debt payments are paid, different classes of seniority are suffered by the protection provider); in turn, instru-
may have very different debt coverage metrics. ments that offer very limited protection or have little
8 During the pilot phase, each project will issue a single bond. The aggre- scope may fail to appeal to buyers in the market. At the
gation of several projects into a single issue (i.e. securitization) could be a same time, the costs associated with providing these
feature of the facilitys final structure (2014-2020). If this were the case, structures and the price charged to investors must be
it would likely need to be set up by, or outsourced to (EIB, 2012a), a bond enough to remunerate the provider without pricing the
aggregator facility. instrument out of the market.
9 PBI will not be a profit seeking initiative but its revenues are envisaged
to cover the costs (both in terms of capital and services) sustained by its
providers.
10 The total includes an expected leverage factor of private funds over
public resources (EU+EIB) of 5 times and will cover transport, energy and 11 Similarly to the PBI, the aim is to allow the senior tranches of the CLO to
telecommunications sectors. reach an investment grade rating.

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 January 2013 Risk Gaps: First-Loss Protection Mechanisms

Figure 1 - Stakeholder mapping for the EU - EIB PBI (as of June 2012)

Project Sponsor eligibility/ EC-EIB

Private Investor due-diligence/ EU Institutions funding
monitoring

price Project Bond

equity
Guarantee

Sub Loan /
New Infra issue - draw
Credit Line
funds
line
Projects
Ratio 1:5

Pensions & Insurances

issue
Project Bonds (Senior buy Institutional Investors
Tranche)

rate

Credit Rating
Financial Services

Figure 2 - Envisaged stakeholder mapping for the SDBAC (as of June 2012)
Secondary market
O taker Inv Bank GCF
create support
Power Purchaser Banks Climate fund
50%

PPA SDBAC FLR fund First loss

PPA
insurance Monoline Reserve insurance

Existing
Sustainable Pensions & Insurances
projects
Development Bonds buy Institutional Investors
(CLOs)
loans securitize

rate
Local Banks GDFC Credit Rating
Banks buy Aggregator Financial Services

Local bank capital Ownership of CLOs

release with CLOs tranches

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January 2013 Risk Gaps: First-Loss Protection Mechanisms

3 Key lessons for effective renewable energy project debt have been slightly higher
than investment grade corporate debt,13 making them,
first-loss protection mechanisms purely from a return perspective, a potential candidate
for institutional investors, or at least for those with an
appetite for the renewable energy sector. In addition,
Effective first-loss protection mechanisms within CLOs, different tranches can have different
for green investments should: risk/return profiles that can be designed to appeal to
different types of investors. Nevertheless, issuances of
match investors required risk-adjusted project debt and institutional investors interest have
returns; been minimal to date (Eckhart, 2012), suggesting that
allow credit rating agencies to rate even when adjusted for risk, projected returns are not
project bonds or pools of loans as yet competitive with other investment alternatives.
investment grade investments;
First-loss protection mechanisms should aim to
be provided at prices competitive with protect institutional investors from exposure to
investment alternatives in the market; project-specific risks. Avoiding construction risk is
mitigate the risks induced by the often a core requirement for most institutional inves-
mechanism itself; tors who, as a consequence, get involved only during
the refinancing stage once construction is complet-
be provided under a green agenda ed.14 Interestingly though, the EU-EIB PIB challenges
to ensure resources are mobilized for this current practice and aims to engage institutional
climate friendly investments. investors in the first financial closing of projects, betting
on their willingness to take direct exposure to projects
whose construction is not yet completed.15
In the next sections, we turn our attention to the most
important design elements of first-loss protection On the other hand, assessments about whether the
instruments and evaluate how the PBI and SDBAC SDBAC proposal significantly changes risk allocation
instruments perform against these. can only be made once the investment vehicles have
been drawn up and the parameters of the actual first-
3.1 Matching investors required risk- loss protection mechanisms established. At this stage,
adjusted returns some open issues remain around the design of actual
investment vehicles. These include questions about
In order to appeal to institutional investors, the credit possible levels of diversification of CLOs,16 whether
enhancement from first-loss protection mechanisms they will be cash or synthetic (CLOs whose underlying
should match investors required risk/return profiles assets are derivatives contracts [usually credit default
compared to their business-as-usual asset allocation, swaps] instead of cash securities), and the optimal mix
and be more convenient than other available risk miti- of policy, technology, geography, and sector risk. In
gation alternatives options (such as surviving12 or new particular, the large presence of developing countries
monoline insurers, letters of credit, etc.). in the mix might demand a premium to be added to the
We have grouped investors requirements around three
13 For the US market, Mintz, Levin (2012) indicates a spread over Libor
dimensions: return requirement, risk tolerance, and
between 1.75% and 3.25% for mature REs (Onshore Wind and Solar); at
investors unique circumstances.
the same time BBB corporate bonds yield a spread over US Treasuries
First-loss mechanisms should render returns sufficient between 1.8% and 2.5% (Bloomberg) [We note that for most of 2011, the
difference between Libor and Treasuries has been smaller than 0.2%].
to attract institutional investors. Recently, yields from
14 Typically, as the construction phase is completed and assets enter in op-
eration, sponsors look to replace initial financing (usually bank loans) with
12 Several large monoline insurers were hard hit by the subprime crisis in long term cheaper debt that should match, at least in theory, institutional
2007-2008 and many ceased to exist: American Municipal Bond Assur- investors risk appetite.
ance Corporation (AMBAC) filed for bankruptcy protection in November 15 We do not rule out the possibility that construction risk will be transferred
2010, MBIA lost its crucial AAA rating in April 2008 and was rated from investors to other parties through risk transfer tools, such as Engi-
speculative grade in June 2009, Currently, Assured Guaranty is the highest neering and Procurement Contract (EPC).
rated insurer active in infrastructure finance (AA-/Aa3). As of early 2012, 16 Precedents in the securitization space (mortgage-backed securities) have
Goldman Sachs is contemplating the launch of a new monoline (PFM, shown that the analysis of the correlations among underlying assets is
2012). critical.

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January 2013 Risk Gaps: First-Loss Protection Mechanisms

structure covering for the additional perceived risks. as these would make emergency funds available to
Similarly, regarding the first-loss protection instrument projects facing liquidity shortages in both construc-
itself, the extent of coverage, the size of the first-loss tion and operation phases (especially for projects with
insurance, and the ultimate holder of the equity portion volatile cash flows); and, in case of default, the undrawn
are yet to be determined. Each of these elements will funds could be used to repay senior debt first, poten-
influence the cost of financing, as well as the amount of tially zeroing the loss given default (Fitch 2011, Moodys
risk, that is actually transferred. 2011). To date, no credit agency has made comment on
the SDBAC proposal.
Institutional investors unique circumstances should
be taken into account when structuring guarantees Still especially in the eyes of insurance providers
and CLOs, as should their interactions with first- the approach of credit rating agencies is far from
loss protection mechanisms themselves. Issues that perfect; these agencies should consider whether the
need to be addressed include the length of investment investments cover risks adequately, not just whether
horizon, tax considerations, asset liability management they provide full financial guarantees (which is their
practices, regulatory constraints such as Solvency II,17 standard default). The sole focus on the ability of a
environmental and climate mandates, etc. In particular, projects cash flows to meet debt service obligations
the liquidity of a secondary market for project bonds induces credit rating agencies to largely prefer full
and CLOs might prove critical for the involvement of financial guarantees, instead of mechanisms that insure
some institutional investors. In this respect, while the against or mitigate specific risks. Particularly in the
SDBAC proposal aims to re-ignite a currently dormant current financial environment, offering full financial
secondary market in project bonds,18 in the case of guarantees is beyond the resources of most institu-
the PBI, the current credit enhancement interventions tions,20 which could unnecessarily exclude climate-re-
are on a project-by-project basis and would have little lated investments from fair consideration. Finally, as
impact on the liquidity in the secondary market. discussed in greater detail later, full financial guarantees
also carry significant issues of moral hazard by attract-
3.2 The role of credit rating agencies ing low-quality projects and, at the extreme, can even
Effective first-loss protection mechanisms need to increase the overall risk profile of the project.
encourage credit rating agencies to rate project bonds In order to avoid an extra layer of cost, due diligence
or pools of project loans as investment grade secu- delays and potential negative credit ratings, some
rities. Issuers pay credit rating agencies to perform project bonds and CLO marketers may also resort to
due diligence on the assets, and investors significantly private placements,21 allowing them to sell large por-
rely on their ratings to screen potential opportuni- tions of debt issues directly to institutional investors
ties; these agencies thus have the power to exclude with the ability to analyze individual projects and the
whole classes of investments from investors consid- appetite to hold illiquid assets. However, this signifi-
eration. According to credit rating agencies, the credit cantly narrows the number of potential investors to
enhancement offered by the PBI can improve ratings by large institutional investors only.
decreasing the probability of default and in the case
of default, reducing the loss given default19 for the 3.3 The cost of first-loss protection
senior lenders. The impact is higher in case of unfunded
mechanisms
guarantees/credit lines (as opposed to funded ones)
The experience of past CLOs for projects, the lack
17 Solvency II is the incoming regulatory framework for the European of surviving monolines after the demise of mort-
insurance industry. It aims to streamline the way that insurance groups are gage-backed securities, and the economic and financial
supervised and recognizes the economic reality of how groups operate; to crisis all suggest that it would be quite expensive to
strengthen the powers of the group supervisor, ensuring that group-wide increase the credit worthiness of pools of loans (or
risks are not overlooked; to ensure greater cooperation between supervi- of project bonds) for green infrastructure projects in
sors. The Directive is expected to be applicable from 1 January 2014 (www. both developed and developing countries. According
ec.europa.eu). to Project Finance Magazine, before 2007, a credit
18 By buying pre-packaged diversified securities, institutional investors
would indirectly help promote secondary trading of the underlying project 20 Please see the details on capital requirements for monolines in footnote
bonds. 25.
19 This reflects the difference between the face value of the investment on 21 This refers to offering financial securities through private offerings to a
a going concern basis and the amount that is recovered once a default selected number of investors, as opposed to offerings made to the general
occurs. public.

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January 2013 Risk Gaps: First-Loss Protection Mechanisms

enhancement of around 7% was required to support 3.4 Options for financing first-loss
a AAA rating for clean investments, but the required protection mechanisms
enhancement [in 2011] is over 25% () making the
transaction almost certainly non earnings-accretive for In their current form, both the PBI and SDBAC instru-
banks (PFM, 2011b). ments assume that an external institution would finance
the extra costs associated with first-loss protection
Cost components for both monoline insurers and guar- mechanisms. 24 In our assessment, to be suitable for this
antee providers include due diligence, credit rating role, candidate institutions should meet several criteria,
agency fees, structuring costs, marketing support, including the following.
and more importantly, the cost of the required capital.
However, interestingly, apart from the novel character of 1. They should meet the capital requirement
some renewable energy technologies and the risk added mandated by regulators and credit rating agencies.
by ever-changing support policies, insurance providers This is critical for the monoline insurance
see no deviation between climate resilient infrastruc- providers25 but also makes it challenging to achieve
tures and conventional (i.e. non-green) ones in the good returns (PFM, 2012);26
overall costs of structuring project bonds and CLOs. 2. They should obtain sufficiently high credit ratings
demanded by institutional investors: The extent of
However, it is unlikely that factoring in the cost of first- credit enhancement for the insured bond ultimately
loss protection mechanisms into the pricing would relies on the credit quality and capital adequacy of
make these securities competitive in the market. the institution that is the payer of last resort;
There is an obvious need for a sponsor. The case of the
Asian Development Bank India Solar Power Generation 3. They should have a green agenda with a
Guarantee Facility (ADB PGG Facility) - detailed in Box long-term commitment to support emissions
1 - clearly suggests that, in the context of the Indian reduction investments; and
renewable market, this partial risk guarantee22 was too 4. They should hold sufficient financial expertise
expensive to find any buyers when provided on a com- to mitigate the risks addressed. In particular, the
mercial basis. The guarantee only became competitive nature of the sponsors involvement is as important
(thus favoring its uptake) when the UK Department of as the extent of non-monetary support provided
Energy and Climate Change (UK DECC) injected grant (know-how, project appraisal, and risk management
money, halving the cost of the service. expertise) for the success of such investment
On the other hand, the recently launched Aviva vehicles.
Investors Hadrian Capital Fund 1 (see Box 1) aims Apart from the sponsors envisaged in the two case
to provide credit enhancement service to European studies, we find that development banks and institu-
infrastructure projects (including green infrastructures) tions whose agenda includes capital release into finan-
while targeting returns in line with the markets. The cial systems (for example, the International Monetary
fund will strive to increase the exposure of pension Fund, the European Central Bank or the U.S. Federal
funds and insurance companies in project debt by Reserve) could be potential sponsors. Once more
actively structuring deals to create tradable securi- details on the design and operation of the proposed
ties. The amount and nature (in terms of geography, structures is available, it will be important to investigate
technology, policy regime) of the renewable energy whether those sponsors would charge a fair price for the
projects that the fund will be able to make available to mechanisms (on either a commercial or concessional
institutional investors will prove whether and how green basis), and whether these instruments will manage to
infrastructure investments can compete in the capital attract developers without incentivizing only low-quality
markets without concessional support. 23 projects.
24 The European Commission and the Green Climate Fund, respectively.
25 Moodys and S&P indicate that prior to applying for a credit rating,
22 Different from a first-loss protection, a partial risk guarantee doesnt start-up monolines aiming to achieve credit ratings of A or above (upper
transfer all the risks from the investor to the sponsor but shares them investment grade) should achieve, at a minimum, equity capital of USD
(according to the specific terms of the facility) on an equal basis. 500 million, and have a senior management structure with a proven track
23 Despite counting among its investors two development banks (EIB and record in providing such insurance, in addition to a period of operating
DBJ), the fund is targeting an attractive risk adjusted yield over the life history (Moodys, 2006; S&P, 2011b).
of the fund (Aviva, 2012) that in current markets roughly correspond to a 26 Regulatory capital is typically constrained to very safe but low yielding
minimum target return of 8% per annum (HWC, 2012b). investments (such as treasuries and government bonds).

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January 2013 Risk Gaps: First-Loss Protection Mechanisms

Box 1: Examples of implemented credit enhancement initiatives

Asian Development Bank Partial Credit Guarantees for Indias National Solar Mission
In January 2010, the Government of India launched the Jawaharlal Nehru National Solar Mission (NSM)
to promote the commission of 20,000 MW of solar power by 2022. Of this overall capacity, 1000
MW in both photovoltaic solar and Concentrated Solar Power (CSP) have been awarded to private
developers and should be financed mainly with private resources. At launch, it was thought that the
Feed-in-Tariff scheme and the Renewable Purchase Obligation regulation would be enough to support
private investments; however, the technology, policy, and commercial risks perceived by commercial
banks and investors were too high to prompt them to commit resources with a 20-25 year-time horizon
(UK DECC, 2012).
The Asian Development Bank subsequently partnered with commercial banks to offer a risk-sharing
facility that guarantees up to 50% of the present value of a projects loan. To improve the coverage
effectiveness, but mitigate moral hazard issues, the partial risk guarantee, which is different from
first-loss insurance, covers against all possible risks within 90 days from the event (ADB, 2011a) but
shares the eventual loss in equal parts with the commercial banks. As such, it aligns public and private
investors interests. In essence, the facility replaces 50% of project debt with typical ratings of B/BB
with Asian Development Banks AAA credit rating, lowering the cost of debt financing and lengthening
its tenor up to 15 years.
The facility, approved in April 2011 for a total of USD 150 million over three years, had to be financed
by Asian Development Bank Private Sector Operations Department (PSOD) which therefore charged
a commercial fee for the guarantee. However, the guarantees price proved too high when compared
with the fees investors were willing to pay. A USD 10 million grant1 from the International Climate Fund
(ICF) halved the fees charged, reducing them to between 0.87-1.25% per annum (plus an upfront fee
of 0.2%). 2 Given the purely commercial basis of the initial fees, this case suggests that commercial
initiatives of this kind would struggle to find a market for their services. As of June 2012, two banks have
been approved as partners of the facility and two projects (for a total of 35 MW) have applied for the
financing.

Aviva Investors Hadrian Capital Fund 1

Aviva Investors Hadrian Capital Fund 1 (AIHCF1) is an infrastructure fund that applies the same credit
enhancement structure as the PBI to a broader set of infrastructure investments including renewable
energy ones on a purely commercial basis. Managed by Hadrians Wall Capital and backed by
Aviva Investors, the EIB, and the Development Bank of Japan (DBJ), the fund has just achieved its first
closing with a total of GBP 160 million and will ramp up the portfolio in coming months. It will invest
mainly in subordinated notes (rated around BBB-/Baa3) of infrastructure projects in regulated assets
such as public buildings, transport and utilities with roughly 10% aimed to solar, wind and energy from
waste (HWC, 2012a). Given the minimum rating requirements (around BBB-) of its eligible investment
universe, the fund is expected to invest only in mature renewable energy technologies in established
policy frameworks that is, the lower risk end of the green infrastructure space. The funds goal is to
enhance project debt to investment grade level, by injecting capital for 10% of the value of the project
in notes that will be senior to equity sponsors and junior to institutional investors. The market will
determine the subordination margin3 that the fund could earn and this, together with the fees for the
structuring, placing and marketing of the transaction, will drive the pricing of the credit enhancement.

1 The GBP 6 million grant was part of a wider GBP 15 million ICF package directed to support ADB risk mitigation efforts between 2011 and 2014. It was
approved by UK Department of Energy and Climate Change in the first quarter of 2012 (UK DECC, 2012).
2 Depending on the technical form chosen for the guarantee and the timing of cash disbursements, there might also be Commitment fees, Stand-by fees.
More details on pricing are available in ADB, 2011b.
3 This is the excess return that the market awards to more speculative investments over investment grade ones.

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January 2013 Risk Gaps: First-Loss Protection Mechanisms

3.5 Risks induced by first-loss protection not directly address other issues that could similarly
mechanisms constrain the bonds rating and investors subsequent
involvement the quality and creditworthiness of the
First-loss protection mechanisms are not a one-size- off-taker, sovereign and policy risks, as well as construc-
fits-all remedy for projects whose credit worthiness is tion and operational risks.
below the investment grade level. Some risks remain.
The operational structures of some monoline insur- Finally, we note that, in the past, most mortgage-backed
ance companies, including the structure outlined in the securities structures collapsed because of disruptive
SDBAC proposal, are geared towards providing com- derivatives activities. 29 It will be important to consider
pensation based on a loans financial performance, and whether this risk is tangible for new project finance
do not address or manage underlying risks directly. This CLOs, and whether it can be sufficiently regulated or
can potentially even increase the overall risk level of the addressed in the case of emissions reduction project
project, as the lower attention directed towards man- CLOs. Failure to do so could entail significant potential
aging individual specific risks increases the probability reputation risk, and more tangible financial losses, for
and severity of their occurrence (CBI,CPI, 2012). At the the stakeholders.
same time, as there is no aggregation of bonds in the
proposed structure of the PBI, we expect there would
be no pre-packaged diversification benefit for investors
who subsequently need to screen and analyze each deal
separately in order to build a diversified project bond
portfolio.

Moreover, first-loss protection mechanisms can

create extra risks that need to be borne, allocated to
a third-party, or managed in a cost-effective manner.
Crucially, first-loss protection mechanisms can create
moral hazard (attract developers and banks with very
risky projects) and may conflict with other direct risk
mitigation instruments, such as traditional forms of
insurance.

In the case of the SDBAC proposal, part of the moral

hazard risk is mitigated through the offer by the SDBAC
to insure underlying power purchase agreements.
This shifts part of the remedy-seeking process from the
investor to the structure itself and reduces the conflict
of interest. 27 Even so, however, some moral hazard
remains if the banks originating the loans to be securi-
tized do not retain any of the project risks.

In the case of PBI, the likelihood of moral hazard is low,

as the mechanism only insures part of the loss of the
senior debt tranche and does not absorb any losses
associated with the equity tranche. This minimizes the
risk of perverse incentives to run any sub-standard
project (as was the case with subprime mortgages fully
insured by monolines). 28 Conversely, the facility does

27 In this case the provider of the first-loss protection coincides with the
entity entitled to influence and approve the drafting of the power purchase
agreement and then seek redress if the obligations under the contract are
not honored.
28 The risk of moral hazard has been quoted by the EC as the main reason for 29 See for reference, the collapse of several monolines of good standing
not considering a full debt service guarantee, as a monoline insurer would in 2008 due to the unconstrained size of the derivatives market which
do (EC, 2011). dwarfed the cash market against which it was referenced.

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January 2013 Risk Gaps: First-Loss Protection Mechanisms

4 Unlocking the setting up new institutions offering the required level of

first-loss protection, and having the instruments ready
transformative potential of within the right timeframe.
credit-enhanced debt securities It is also difficult to assess if first-loss protection
mechanisms are a real game changer. A number of
In this chapter, we assess the transformative potential
factors will have bearing on their potential to scale and
of the instruments proposed within the wider financial
the outcomes to which proceeds are directed.
context that green infrastructure investments are cur-
rently facing. In their current and envisaged forms, provided that the
targeted resources are mobilized (as in the case of the
contribution from the Green Climate Fund for example),
Effective first-loss protection mechanisms we estimate that the potential of the SDBAC proposal
have the potential to help solve the to achieve scale is significant, but so are the issues and
overarching green infrastructure financing the complexities that its proponents will have to face.
problem, beyond the immediate release of As for the PBI, its current potential to mobilize resources
local banks capital. for green investments is limited by the constrained
However, to leverage their transformative scope of the pilot phase (covering only transmission,
potential, first-loss protection mechanisms transport and broad-band European infrastructure).
must appeal to investors and the banking However, the EC and EIB aspire that, should the pilot
sector, must be available while need is high, phase be completed successfully, the scale and scope of
and mobilize the freed-up capital towards the facility would be increased to include, among other
green investments. kinds of projects, renewable energy generation (EC,
2012b; EIB, 2012a). 31

For the SDBAC proposal in particular, unless specific

Unless first-loss protection mechanisms and their strategies are adopted to direct the uses of proceeds,
underlying objectives appeal to investors and the there is a risk that banks may reallocate capital toward
banking sector, they will not create liquidity on banks a wide range of investment outcomes. Some of these
balance sheets nor will they mobilize resources at scale could lead to adverse climate outcomes, such as
for green infrastructure investments. In the case of both decisions to fund GHG-emitting projects (e.g. coal-
the PBI and SDBAC proposals different groups of fired plants), while others may be unrelated (financing
financial intermediaries have to be engaged: initial hospitals, for instance). Banks could also use increased
lenders, originators, banks (as arrangers of the financing liquidity to exit from project finance activities if the
and marketers for the bonds), and investors. While profitability of new emissions reduction projects do
emissions reduction project CLOs should theoretically not keep pace with the loans sold off. At this stage, it is
be attractive to banks eager to alleviate their balance not possible to assess how tangible this risk is, and we
sheets, the details of individual pools originated, and the note that such an outcome would defeat the purpose
appetite of the capital markets for these pooled securi- of creating such complex and costly arrangements. A
ties, will determine the success of the initiative. number of possible strategies could help to link sec-
ondary market transactions to action in the primary
Emissions reduction project CLOs and first-loss debt markets, to tap the leverage potential of increased
protection mechanisms need to be established liquidity:
quickly while there is urgent need and high demand.
Structuring individual emissions reduction project CLOs Require banks to earmark part or all of
themselves requires a considerable investment of time, the proceeds from capital release to new
and the short history of similar vehicles suggests that emissions reduction projects. Particular
project finance CLOs have a fairly high rate of failure stakeholders such as the sponsoring institutions
(see for reference the issuance of Gable Funding CLO
structured by the Lloyds Banking Group in March profile assets. The deal was credit enhanced with a 25% first-loss piece
2011). 30 This means there are obvious tensions between and a yield reserve account close to 10% the size of the issue. Despite this,
the CLO did not attract investors (PFM, 2011a and PFM, 2011b).
30 In March 2011, Lloyds Banking Group held investor roadshows for Gable 31 In a public consultation performed by the EC, investors have expressed
Funding, a USD 2.45 billion AAA rated (and A for a fourth tranche) project interest for more sectors to be included in the PBI: Social infrastructure
finance CLO that effectively repacked around 60 of its loans to UK low risk (25%), Renewables (16%), Water and Waste (13% and 6%) (EC, 2011).

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January 2013 Risk Gaps: First-Loss Protection Mechanisms

paying for the mechanism, or umbrella orga-

nizations of climate-committed institutional
5 Final remarks
investors, could be well positioned to make First-loss protection instruments can make green
purchases contingent on uses. Alternately, investments more suitable for a wider base of financial
banks could choose to earmark independent- investors, institutional ones in particular, by mitigating
ly. 32 However, earmarking may only be partially project financing risks, enhancing their credit profile,
effective as banks could find clever ways to and improving liquidity. To be effective, however, credit
circumvent such constraints. rating agencies need to judge that these instruments
Aggregate projects at different stages of significantly improve the projects credit worthiness.
development into collateralized loan obli- At the same time, they need to appeal to financial
gations. Institutional investors tend to shy markets (banks and investors). To reach their potential,
away from construction risks, while credit these instruments require sponsors with substantial
rating agencies are likely to downgrade resources, financial expertise, and a committed green
ratings for these kinds of investment vehicles. agenda. In addition, the costs and complexity entailed
Diversification benefits embedded in pooled must be contained to make the instrument competitive
investment vehicles that combine loans issued with investment alternatives and with the cost of the
by projects at different stages of development risks they mitigate.
would offset the impact of new projects and It is too early to conduct a full evidence-based assess-
strongly mitigate this risk. ment of the effectiveness of new risk mitigation instru-
Extend the scope of the capital release beyond ments; without a longer history of risks and experience
clean investments. There is a risk that insti- with the instruments, there are just not enough evi-
tutional investors may not be willing to pay a dence and data. This paper aims, instead, to highlight
premium for loans to clean investments or may the design issues we consider critical for effective
see a lack of diversification when investing in risk solutions for low carbon investments. We hope to
these investment vehicles. An alternative to prompt a debate amongst practitioners, investors, and
the proposals could be to allow banks to sell policymakers around these recommendations.
loans beyond emissions reduction projects to
While there is real potential for first-loss protection and
CLOs (hospitals, airports, and other infrastruc-
similar credit enhancement tools to mobilize resources
ture projects). Associating a broader capital
at scale for green investments, whether or not finan-
release with a capital release for new emissions
cial sponsors, developers, banks and investors opt to
reduction projects could increase the transfor-
invest in them will ultimately prove these instruments
mative potential of the mechanism.
effectiveness.

32 An example of voluntary earmarking is Green Investment Schemes for

state-level Kyoto Protocol AAU trading. The use of such proceeds from
trading is rather opaque to properly track end uses and evaluate the
effectiveness though.

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January 2013 Risk Gaps: First-Loss Protection Mechanisms

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