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

摘要： PPP项目具有的“大而不倒”特性,致使其陷入财务困境时,政府不得不介入和对其进行救助。然而这种救助必然会扭曲PPP项目定价和加剧市场的不正当竞争。为对冲PPP项目资本短缺的风险及抑制项目“大而不倒”负面效应,建议社会资本方发行或有可换债(CEBs)。CEBs在可换债的基础上引入或有可转债的条款,使其具有危机救助功能和风险转移功能。且CEBs的发行不会增加项目运营公司的公司债务。只有当项目因资本短缺而陷入财务困境时,社会资本方可以通过CEBs转为项目特定收益权和债务减记的方式来增加可支配资本,以维持PPP项目正常运营。研究表明,CEBs通过类似保险的形式对冲项目的资本短缺的风险;为社会资本提供合理的退出机制;对冲政府的裸露头寸。

关键词: PPP项目资本证券化, 大而不倒, 或有可换债