The roles and responsibilities of project advisors touch all aspects of project development, evaluation, construction, and financing as well as the risk assessment and mitigation and the due diligence parts. The discussion that follows assumes that internal skills and
competencies are not available and that advisors are engaged to perform necessary
functions. When a skilled PFO is in place, many of the advisors' roles and responsibilities are performed by that organization and the more specialized functions are left to external advisors. Project advisors are engaged either under a retainer fee or a success fee
arrangement in the areas shown below and have corresponding responsibilities.
A. Bid and Procurement Advisors
These are experienced project facilitators who specialize in making contacts and
smoothing out the entire project process. They manage customer relationships in the bidding process and their role is to:
1. Facilitate contacts and meetings with high level, host country government decision makers and with local funding sources
2. Provide advice and guidance to sponsors and developers on bidding in the host country's public procurements
3. Provide advice and guidance to the host country contracting authority on dealing with private sector, highly skilled managers
4. Assess project output capability for local use, exporting, and generating income for public sector equity in the project
5. Ensure adequate project finance education in the sponsor and the host government ceding authority
6. Contribute inputs to the creation of the project prospectus or information memorandum and support in marketing efforts
B. Engineering and Technology Advisors
Engineering and technology advisors liaison and work closely with engineering and technology specialists of the sponsor and other project stakeholders. Their roles and responsibilities span across many areas and include the following functions:
1. Review and evaluate the project's engineering and technology bid specifications and performance requirements
2. Support the project team to manage the bidding and procurement process effectively
3. Conduct project site inspections to validate site preparation requirements and identify risks and issues
4. Provide detailed design specifications and conduct technology and equipment
evaluations
5. Review and assess technology and equipment related costs and conduct performance validation checks
6. Play a role in the project definition and development, cost estimates, feasibility study, due diligence, and the project post mortem analysis
7. Engage additional engineering, technology, and specialized advisors when needed and select the operations and management company
8. Monitor project engineering and construction progress to ensure contractor compliance with terms of the contract
9. Address engineering and technology issues around construction, project acceptance, and operations management
10. Identify and evaluate the impact of engineering and technology project risks and help in their allocation and mitigation
11. Help guide the engineering and technology segment of the due diligence and review and validate the findings of the due diligence report
12. Assist in drafting, reviewing, and evaluating the engineering and technical aspects of project contracts
13. Create the project company's operations plan and, if needed, supervise the O&M company's initial running of operations
14. Evaluate the production input needs and material supplies to ensure availability in order for the project company to achieve production requirements
15. Oversee and facilitate the project acceptance process and ensure that performance criteria are fully met
16. Contribute inputs to the creation of the project prospectus or information memorandum and support in marketing efforts
C. Financial Advisors
The main function of financing advisors is to liaison with the project team, funding sources, and counterparts in other project stakeholder organizations. The sponsor company's financial advisors' roles and responsibilities overlap with those of the debt and equity advisors and each side's advisors are aiming to protect respective interests.
The sponsor's financial advisor roles include:
1. Evaluate the host country's economic and investment environment and review business and tax laws affecting the project
2. Assess project definition; screen for strategic, portfolio, and operational fit; and identify possible alternatives to the proposed project
3. Evaluate the financial implications of the project concession, licensing, and
permitting terms and conditions
4. Provide guidance on project company and financing structures and assist in maximizing project tax benefits
5. Estimate cost elements in each project stage and validate total project costs and produce or validate revenue projections
6. Play a major role in the feasibility study and lead the economic evaluation of the project
7. Review contracts and agreements and assess their financial implications
8. Assess and validate project participants' ability to deliver on current and future obligations
9. Determine the project economic viability and the project's bankability early on and the potential to raise funding
10. Manage funding networks and alliances and facilitate development of personal relationships around the world for the sponsor's benefit
11. Introduce sponsors to potential funding sources, insurers, and to unilateral, bilateral, and multilateral institutions and educate them on their processes requirements
12. Identify potential sources of debt and equity financing, investigate terms and
conditions, obtain and evaluate proposals, and negotiate final financing documents 13. Build a detailed project financial model, validate its inputs and assumptions,
manage updates and reports, and assess model outputs
14. Identify alternative project finance structures and select the optimal debt equity configuration
15. Educate the host government's agency personnel on project finance processes and requirements and their obligations to ensure successful financing
16. Participate in the project risk identification, analysis, and allocation and evaluate the adequacy requirement of the lender security package
17. Provide sponsor inputs to the due diligence and review and validate the findings of the due diligence report
18. Evaluate the loan, credit enhancement, insurance and potential for additional equity contributions
19. Manage debt finance disbursements in the construction period, monitor
construction stage expenses, and evaluate construction progress and adherence to schedule and budget
20. Evaluate the project company's supply and offtake contracts to ensure the
enforceability and availability of production inputs and demand for its production
output according to set terms
21. Assist in the development of project financing documentation, negotiations, and evaluation of proposals and counterproposals
22. Help the project team develop the project company's business plan and validate the financial projections of the operations stage
23. Help develop project company financial statements linked with the financial model and satisfy reporting requirements to project stakeholders and host government agencies
24. Provide analysis and input in the preparation and presentation of the project information memorandum
25. Provide objective assessments in the project post mortem analysis, review
findings, and help the sponsor company adopt recommendations for improving project team performance and increasing chances of future project success D. Insurance Advisors
Insurance advisors play a major role in project risk management and their roles overlap those of advisors in other project areas, but they usually concentrate in the following:
1. Analyze the project definition and requirements in order to isolate insurable aspects of the project from those that cannot be insured
2. Help to identify, evaluate, assess, manage, mitigate, and insure the project risks that the project team deems necessary
3. Research various project risk types and help subdivide or allocate them among stakeholders who are best able to handle them
4. Work with sponsors and lenders to analyze insurance coverage issues to satisfy all project stakeholders affected by risks
5. Advise on project insurance that would be required to make the project financeable and help to arrange it
6. Obtain best insurance quotes from reputable global insurance companies for required coverages
7. Help the sponsor's legal experts to structure and negotiate appropriately priced, balanced, and enforceable and sustainable insurance contracts
E. Legal advisors
The roles and responsibilities of legal advisors vary by project stakeholders, are designed to protect respective stakeholder interests throughout the project, and include:
1. Liaison with legal teams of other stakeholders to draft, review, evaluate, and
negotiate project agreements and contracts:
a. Sponsor group and interproject participant agreements
b. Shareholder agreement of sponsors with the project company
c. Implementation or concession agreement between the ceding authority and the sponsor
d. Inter creditor agreement among lenders
2. Review host country procurement, environmental, construction, safety, labor, currency convertibility and repatriation of dividends laws, and tax laws and regulations
3. Assess bid requirements and stakeholder contribution commitment and ensure they are reflected in negotiated contracts
4. Review funding source, ECA, and multilateral and unilateral agency processes and requirements
5. Evaluate the host country's laws, rules, and regulations of the project industry structure and investment environment
6. Conduct thorough political and legal risk analysis and business law enforceability 7. Coordinate contacts with other stakeholder legal teams and counterparts in the
host government agency
8. Validate the transparency and fairness of the host government's procurement process and requirements
9. Follow up, negotiate, and manage the project licensing and permitting process to completion
10. Represent the interests of the sponsor in the due diligence and review and validate the report prepared by the lenders' legal team
11. Interpret the implications of the due diligence findings and make recommendations to the project team on changes needed
12. Draft, review, evaluate, negotiate, approve, and manage the documentation of project agreements
13. Work with insurance agents to identify, evaluate, and recommend approaches to mitigate, manage, and allocate project risks
14. Provide advice and guidance to the project team on all legal issues and provide answers to questions as they come up
15. Review the project feasibility study report and provide feedback on additional support that may be needed
16. Communicate findings of the feasibility study to project participants, outline the
project structure, and create the legal strategy to move forward
17. Review, prepare, negotiate, approve loan, credit agreements, security documents, contracts, and hedging agreements' terms and conditions to cover project risks 18. Monitor project finance activities and progress in the construction stage and
resolve EPC contract compliance issues
19. Assist in the development of the financing plan, prepare and negotiate debt and equity finance agreements, and negotiate closing of permanent financing
20. Assess the adequacy of financial reports from the project company to appropriate project participants
21. Help in the preparation of the project information memorandum and its presentation to potential investors
F. Market Assessment and Project Evaluation Consultants
The roles and responsibilities of the market assessment and project evaluation consultants cover areas of project evaluation related to the host country's
environment, megatrends, and subtrends, as well as the project's industry, market size, and growth potential. These roles include delivering on the following
responsibilities:
1. Liaison with project team members and counterparts in other participant organizations to obtain and share information
2. Validate the project strategic, portfolio, and operational fit and the opportunity costs of doing and not doing the project
3. Assess the customer or user needs in the host country and how they are currently being satisfied and at what pricing and marketing levels
4. Perform a sponsor situational analysis followed by an internal strengths, weakness, opportunities, threats (SWOT) analysis to identify corporate risk tolerance and gaps in skills and competencies to execute the project
5. Perform industry analysis to determine current capacity, needs for structural changes, historical regulatory intervention and effects, and introduction of competition
6. Assess host country political, economic, social, technological, legal, educational, and demographic (PESTLED) trends
7. Develop data and information to quantify the project company's market opportunities in the feasibility study and project development phases 8. Perform market research and help estimate project development costs in
cooperation with project team members
9. Identify what is needed to assess project economics, what is knowable, what is
controllable, and key factors driving project value
10. Develop appropriate methods and techniques to conduct the project company's demand analysis
11. Create a baseline scenario, develop assumptions for the driving factors' future behavior, and produce a baseline set of cost and revenue forecasts
12. Establish project company demand and output requirements to determine project economic viability in the feasibility study
13. Validate demand related data and assumptions and provide input and information to the due diligence effort
14. Develop plausible alternative scenarios and perform sensitivity analysis and simulations
15. Assist in the development of the project company's business plan and develop its marketing and sales plans
16. Recommend a range of simulated project values for management to select for final decisions
17. Contribute inputs to the creation of the project prospectus or information memorandum and in support of marketing efforts