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Pipeline Project Finance

Breakout Session #1 and #2

May 28, 2008

1
Project Financings are Common in the Energy
and Oil & Gas Sectors
Amount
Borrower Name Project Name ($Mm) Country Sector Financial Close
Emirates Aluminum - EMAL Abu Dhabi Aluminum Smelter $7,050 United Arab Processing Plant 12-Dec-2007
Emirates

Qatar Liquefied Gas Co Ltd Qatargas 4 5,714 Qatar Oil Refinery 30-Jul-2007
(Qatargas) IV /LNG and LPG
Plants

Fujian Refining & Fujian Refining and Ethylene 5,600 China Petrochem/ 6-Sep-2007
Petrochemical Co Ltd - FREP Joint Venture Project Chemical Plant

Qatalum Qatar Aluminum Plant 4,739 Qatar Processing Plant 23-Aug-2007

Red de Carreteras de FARAC Toll Road PPP 4,280 Mexico Road 27-Sep-2007
Occidente

Ambatovy Minerals SA Ambatovy Nickel Project 3,700 Madagascar Mining 22-Aug-2007

Tokyo Crimson Energy Mirant Acquisition 3,678 Philippines Power 7-Jun-2007


Holdings Corp (Mirant)

Bombela Concession Co Pty Gautrain Rapid Rail Link 3,630 South Africa Rail-Infrastructure 25-Jan-2007
Ltd

Yucpa Finance BV Western Energy Development 3,500 Venezuela Oil Refinery/ 21-Feb-2007
and Anaco Project - PDVSA LNG and LPG
Plants

Jubail Power & Marafiq IWPP 3,500 Saudi Arabia Power 14-May-2007
Water Co

Source: Project Finance Magazine March 2008


2
Project Finance Loans are Based on a Complex Set of
Contractual Arrangements

„ In a project financing, the lender’s source of repayment is limited to project revenues


and assets

Operator
Design &
il ity Construction
d Fac
Ongoing is h e Consortium
Operations $ F in
s
ent
P aym
$ ress
rog
$P
Equity
Project
Sponsors
Con
Dividend trac
t Re
ve n
ues
Cap
acit
Debt y
Up Front
Service Shippers
$

Lenders

3
Project Finance Investors a Limited Appetite for
Certain Risks

Project investors „ Generally Lenders will take limited completion risk – construction risk typically mitigated through combination of
look at strength of ⎯ Strong EPC contracts (fixed price, date certain, turn key contract) that includes liquidated damages with creditworthy contractor
sponsor, project
⎯ Substantial project contingencies included in contract price
economics, and a
downside risk ⎯ Owner / sponsor pre-completion guarantees – will repay debt if project not completed
analysis ⎯ Independent engineer’s strong involvement to insure that project is built on budget and on time
− Report demonstrates viability of project budget, schedule, technology and cost
− Has oversight / limited approval role during construction

„ Lenders will want to insure that all funding needs are provided for
⎯ Project funding is fully secured via equity commitments, project debt funded and / or bank commitments
⎯ Off-take or capacity contracts in place with limited outs in order to obtain financing
⎯ Independent feasibility study demonstrates viable relationship between project revenues arising from contracts and the costs of the fully
funded / committed capital structure

„ Lenders will assess operating risk as part of the overall project – seek protections from revenue interruption
⎯ Strong, creditworthy operator with direct experience
− Ability to replace operator with a “qualified operator”
⎯ Limited force majeure
⎯ Insure everything commercially insurable – casualty, earthquake, terrorism, business interruption
⎯ Limited planned outages
⎯ Project operating and debt reserves

„ The project credit will be based heavily on contracted cash flows


⎯ Strong, contracts with creditworthy offtaker
⎯ Price and volume contracted
⎯ Lenders will give limited credit to uncontracted cash flows unless there is strong market demand
⎯ Ability for market to absorb supply (market consultant study)

4
TransCanada Alaska Pipeline Proposal
Project Finance Credit Summary

Credit Factor Typical for Investment Grade Trans Canada Proposal


Sponsors „ Strong project sponsor(s) with project execution, operations (+) TransCanada – well capitalized, highly expert sponsor
and financial experience with strong incentives to complete project
„ Highly rated / strong financials (+) Most likely other equity participants are financially
strong producers

Reserves / Gas Supply „ Diversified supply with proven reserves (+) Prudhoe Bay field most certain but limited life
„ Manageable and predictable costs to produce (-) Point Thompson uncertainty
„ Solid YTF prospects (+ / -) Consensus on substantial YTF volumes

Construction and „ Manageable and predictable construction program – scope, (-) Scope and complexity of project without precedent
Completion Risk technology, schedule (-) Construction environment and scale most likely rule out
„ Overrun and delay risk mitigated through EPC contract, turnkey EPC approach
sponsor guaranties, etc. (-) No sponsor completion guarantee
(+) Federal Loan Guarantee overrun facility
(+) Sponsor financial incentives to complete on budget

Offtake Contracts „ Ship or pay contracts with investment grade or credit (+) Most likely shippers are very strong
and Rates enhanced shippers (+) Proposed terms, to extent detailed, provide solid source
„ Limited outs of security
„ Rates adequate to cover debt with coverage and targeted
equity levels

Gas Market / Netback Risk „ Independent feasibility study reviews capacity of market to (+) North America market tremendously diverse with large
absorb new supply and verifies prices used in project capacity to absorb supply
feasibility analysis (+) Netback risk reasonable assuming capital and financing
costs do not substantially increase

Finance Plan „ Minimum equity 20%+ – more equity viewed as strength (+) 70% debt / 30% equity during construction
„ Full project funding obtained or committed at closing (+) Federal Loan Guarantee
„ Adequate contingencies and overrun facilities „Reduces capital cost
„ Debt reserves in place during operations „Overrun facility
„ Appropriate structure for efficient market funding (+) Shippers with strong underlying credits
„ Sponsor pre-completion guarantee (-) Size and length of construction will test project finance
market capacity.
Operating Risk „ Expert operator with limited planned shutdowns (+) TransCanada is a strong operator
„ Strong maintenance plan (+ / -) Complex operating environment
„ Insurable business interruption events covered

(+) Positive (-) Negative (+/ -) Neutral

5
Moody’s and S&P Ratings Scales

S&P Moody’s

Long-Term
Long- Short-Term
Short- Long-Term
Long- Short-Term
AAA Aaa
AA+ A-1+ Aa1
AA Aa2
AA- Aa3 Prime -1
Investment Ratings are a
Grade A+ A1
A A-1 A2 relative
A- A3
Prime -2 ranking of
BBB+ A-2 Baa1
BBB Baa2 ability and
A-3 Prime -3
BBB- Baa3 willingness to
Ba1
BB+
BB Ba2
repay
BB- B Ba3
Not
obligations
B+ B1 Prime
Speculative
B B2
Grade
B- B3
CCC+ C Caa1
CCC Ca
CCC- C
D for Default D for Default

6
Key Rating Agency Commentary Regarding
TransCanada
Moody’s Standard & Poor’s
1
A2 A-
Senior Unsecured Rating Outlook Senior Unsecured Rating Outlook
Review (Downgrade) Stable
Key Strengths Key Strengths
„ Predominately low risk, regulated gas pipeline operations „ Business profile is “excellent” driven by predictable
with clear focus on gas transmission and power earnings from TCPL’s mature, wholly-owned Canadian and
businesses US natural gas transmission systems which are supported
„ Strong competitive position driven by importance of by transparent regulation
TransCanada’s Canadian pipelines in transporting gas out „ Strong competitive position driven by importance of
of the WCSB Canadian pipelines in transporting gas out of the WCSB
„ TCPL's electricity generation assets tend to be „ Investments in other pipeline operations provide a
characterized by either low marginal cost of production or stabilizing offset to gradually declining earnings from
long-term power purchase agreements with highly rated traditional pipelines
counterparties „ Consistent free cash flow generation remains a
„ Stable and predictable free cash flow generation fundamental Company strength and provides a buffer
against cost overruns and other project setbacks
Key Weaknesses Key Weaknesses
„ Weak financial profile for the rating category – high „ Somewhat high leverage levels although credit ratios
leverage driven by deemed capital structure allowed on remain acceptable for its ratings
Canadian regulated pipelines and mitigated by generally „ Increasing earnings volatility as TCPL purchases power for
more supportive regulatory and business environments in resale into primarily unregulated markets (somewhat
Canada mitigated by forward sales contracts)
„ Long-term declining WCSB production leads to increasing „ Declining rate base (related to maturity of gas production in
supply risk (may be offset by non-conventional production) western Canada) and ROE (due to linkage to interest
„ Increasing exposure to power and unregulated businesses rates) has reduced earnings in recent years
that may necessitate lower corporate leverage to offset a „ Near-term cost and operating uncertainty related to Bruce
rise in business risk A Restart
„ Growing portfolio of projects exposes the company to
increasing levels of execution risk including allocation of
management resources, management of construction cost
and schedule risks and financing risk

1 Moody’s has assigned an A2 corporate rating to TransCanada PipeLines Ltd., which is an operating company and
intermediate holding company of TransCanada Corp. The A3 rating on TransCanada Corp. reflects the effect of structural
subordination of TransCanada Corp. to debt at TransCanada PipeLines. 7
Cases Under Consideration

8
Key Proposal Assumptions that Impact the Financing
Structure

„ The Project is a 4.5 bcf/day system to transport natural gas from Prudhoe Bay to the
Alberta market hub;
„ 25-year ship-or-pay contracts with market standard shipper credit requirements;
„ Debt is non-recourse to TransCanada (i.e., the debt is ‘project debt’);
„ Capitalization of 70% debt and 30% equity during construction;
„ Capital cost overruns to be financed through federally guaranteed cost overrun loans;
„ Federally guaranteed capital cost overrun loans to be repaid through shipper surcharge;
and
„ No project completion guarantee or pre-completion debt guarantee from equity sponsors is
assumed.

It is important to note that these assumptions underlie all of our conclusions with
regards to the Proposal, and unless otherwise noted, any cases based on the
Proposal.

9
Developing the Proposal Base Case Capital Structure

Key Drivers Funding Considerations

„ Annual Funding Requirements „ Timing of Equity vs. Debt


„ Mix of Funding Sources „ Debt: Bank Loans vs. Bonds
„ Use of the Federal Loan Guarantee „ Allocation of Federal Loan Guarantee
„ Interest Rate Assumptions

Allocation of Funding Sources

„ Equity requirement is
significant and front
loaded to attract
lenders and to ensure
investment grade
ratings
„ Optimize impact of
Federal Loan
Guarantee
„ Minimize overall
interest costs

10
Summary of Findings
Proposal Base Case

Is the Proposal Base Case viable from a financing standpoint?


„ Goldman Sachs believes that the Proposal Base Case is financeable based on the following:
⎯ Strength of project sponsor
⎯ Strength of prospective shippers
⎯ Proposal assumptions regarding contracts and cost over-run surcharge
⎯ Federal loan guarantee and cost over-run facility
⎯ Financial
− Strong debt service coverage
− Attractive equity returns
− Favorable relationship between gas price forecasts and tariff
„ Ongoing considerations
⎯ Obtaining shipper commitments
⎯ Obtaining federal loan guarantee commitments
⎯ Develop strong overall credit package
⎯ Strong project finance market

11
Disclaimers

The analysis and conclusions set forth herein are based on economic, financial, political, market and other
conditions as they exist and can be evaluated on the date hereof, and we have not undertaken to reaffirm or
revise our findings or otherwise comment upon any conditions or events occurring after the date hereof. Our
analysis and conclusions also involve numerous assumptions and uncertainties, many of which cannot be
verified or ascertained presently. Goldman Sachs does not provide accounting, tax or legal advice, and we
make no representation as to the appropriateness or adequacy of the information contained herein or our
procedures for, and express no view as to, the tax, accounting or legal treatment of any matter.
Goldman Sachs and its affiliates, officers, directors, and employees, including persons involved in the
preparation or issuance of this material, may from time to time have "long" or "short" positions in, and buy or
sell, the securities, derivatives (including options) or other financial products thereof, of entities mentioned
herein. In addition, Goldman Sachs and/or its affiliates may have served as an advisor, manager or co-
manager of a public offering of securities by any such entity and/or for any other securities- or asset-related
transaction. Further information regarding this material may be obtained upon request.
This material provided by Goldman Sachs is exclusively for the information of the Commissioners of the
State of Alaska Departments of Natural Resources and Revenue and senior management of the State. In
addition, unless indicated otherwise, further use by the State of information and data contained herein
sourced to third parties would require approval from such third parties given directly to the State.

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