关键词: PPP项目资本证券化, 大而不倒, 或有可换债

Abstract: Public-private partnerships (PPP) projects are mostly concentrated in the field of public infrastructures, in which the government and private sectors work together to provide quality services to the public. If one of these projects suddenly went bankrupt due to a shortage of capital, it may endanger the public environment and the safety of residents. Therefore, the government has to bail out the troubled PPP projects. In this paper, this feature of PPP projects is called “Too Big to Fail”. However, these government bailouts may lead to pricing errors in PPP projects and distorting normal market competition. In order to hedge the capital shortages in PPP projects and to avoid government bailouts, we suggest that private partners issue the Contingent Exchangeable Bonds, referred to as CEBs. In our proposal, CEBs have the risk assistance and risk transfer capabilities. When the PPP project is in financial distress due to capital shortage, private partners can increase the disposable capital by which CEBs is written down or converted into specific income rights or dividends rights of PPP projects, to maintain PPP projects running. Comparative researches are shown that PPP projects can hedge the capital shortage and improve the self-rescue by issuing CEBs, so that it can reduce government bailouts, and hedge the government’s naked short position. In addition, a reasonable capital withdrawal mechanism for private partners is constructed by CEBs being converted into specific income right.

Key words: PPP asset securitization, too big to fail, contingent exchangeable bonds