IIB SPV Structure Model

IIB’s private equity program seeks to build a diversified, global private equity portfolio, focusing on buyout, venture capital, real asset, and distressed credit opportunities through primary partnerships, secondary acquisitions, co-investments, and targeted direct investments in operating companies. We seek diversification across stage, industry, geography, and other factors.

1. STEPS to SPV model process:

Step 1.

1. Submission of Inquiry form to IIB Investment Committee for approval
2. Signing of MoU (IIB will provide a template)
3. Registration of SPV in the Country by Project Owner, abbreviation IIB-DG to be included on SPV`s upfront name.

Step 2.

1. Proof of SPV creation, owner to open 2 banks accounts, preferable International Banks( HSBC, Barclays, Citi, Standard Chartered etc.
2. IIB-DG to appoint on IIB-DG side a Director to serve in SPV(IIB-DG `s Board Resolution to be granted ),in many cases consultant that brought the project is appointed temporary at this position as Director to speed up the process and avoid delay.
3. Signing of Shareholders Agreement (Sh.A.) between Owner (Concessionaire) and IIB-DG. (IIB will provide a draft of Sh.A
4. Signing of Loan Agreement (L.A.) with SPV`s Directors and IIB-DG ( Loan is extended to the SPV, not to the Owner).

Step 3.

1. Consultant to fill out “PROJECT TRACKER EXCEL SHEET ” and send it to IIB.(IIB will provide template of Tracker Excel sheet
2. Project Package is now turned over to IIB-DG TECHNICALTEAM for basic Due Diligence and schedule of roadmap
3. Project owner to wait until to hear from IIB-DG Technical Team for zoom meeting , to determine calendar etc…
4. IB-DG Technical Team to work with project owner on first disbursement items, EPC contract for implementation phase
5. IIB-DG TECHNICAL TEAM to schedule TECHNICAL ,LEGAL AND FINANCIAL OPERATION AUDIT with Project Owner Team, IIB-DG`s experts can be deployed on the ground to Audit the project. This audit funded by IIB-DG can take up to 1 or 2 Months to complete.
6. After completed Zoom meeting, setting up roadmap. Owner to wait until to hear from IIB Technical Team for final approved visit date. This waiting time may take up to 6 weeks due to the workload.

Step 4.

1. Funding starts immediately after the results of the Audit by IIB-DG Technical Team within 30 days from the report.
2. Project owner will be granted 1% oversight management fee at each payment schedule.

The above applicable only on projects require SPV. Funds are given to the SPV, Not the owner. Loan Term up to 25 Years, Rate:1.5%, Grace period:5 Years,(start after completion of the project),no interest paid during grace period. No prepayment penalty.

2. IIB Debt and Equity financing options

Option #1.
In case Project Owner does not bring any guarantee, capital to the table: • With this scenario, IIB shall seek 70% equity stake in the SPV • 70% only during the period of loan repayment term and then at the maturity of the loan payment IIB-DG to hold only 30%. • Project owner to keep 30% during the repayment period of the loan, then become majority with 70% after the maturity of the loan. • Term of loan to the SPV: 1% interest rate to the SPV,5Years Grace Period, up to 25 Years, if needed.

Option #2.
In case Project Owner brings at least 35% SBLC/BG to the table: • With this scenario, IIB may or not seek any equity stake in the SPV, only during the loan repayment term and Zero equity after the maturity of the loan. • Project Owner to hold 70% during the loan repayment term and then 100% equity stake after the maturity of the loan. • Term of loan to the SPV: 1% interest rate to the SPV,5Years Grace Period, up to 25 Years ,if needed.

Option #3.
Concession granted to IIB-DG by the Government: IIB may hold 100% equity stake in the SPV • Term of loan to the SPV: 1% interest rate ,5 Years Grace Period, up to 25 Years on the loan term, if needed.

IIIB to pay all taxes, redevances, concession fee etc. to the Government per executed concession agreement.