When the private party proposes to refinance, this screen builds the distributions to shareholders with and without the refinancing, computes the refinancing gain the way the contract defines it, applies the contract's share, shows the payment options and what each does to cover, and walks the consent checks the authority should make before it signs. A screening figure to test the private party's model against, not a substitute for it.
v1.0 — September 2026
Gain = the greater of zero and (A minus B minus the costs of the refinancing), where A is the net present value of the projected distributions with the refinancing and B the same without it, both on the base case updated to the refinancing date and discounted at the contract's equity rate. That is the precedent's definition; the UK standard forms deduct a further top-up to the base-case equity return first, and the tool takes that adjustment as an entry. The cash-flow engine (level-payment debt service, cover ratio) is the Pre-Feasibility Toolkit's financial-viability engine, run from today on the remaining term. Consent questions come from the precedent's refinancing clause and the product's financing rule family. Paste the contract text and the tool proposes the share and the terms.
What the executed agreement says. The paste-text step proposes these; the calculator uses the share, the discount rate, the top-up rule, the cap and the election, and reports the rest.
Paste the agreement, schedules included. The tool looks for the refinancing clause, the authority's share, the definitions the gain turns on, the payment election, the cost netting and the consent to increased termination liabilities, and proposes the share and notes. Nothing is set until you accept it; no cash-flow figure is ever set from the text. The text stays in this browser tab.
Annual figures in the unit chosen. Year 0 is the refinancing date; years 1 to N are the remaining operating years. Enter the cash available for debt service as a starting figure with growth, or paste the annual series from the model.
Where a check covers several documents, answer for the weakest. A core check answered No stops the screen; "Don't know" is treated as a finding.
| Line | Figure | Basis |
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| Year | Cash available | Debt service before | Balance before | Cover before | Distribution before | Debt service after | Balance after | Cover after | Distribution after |
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| Check | Status | Basis |
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The read above is a suggestion computed from the entries. A named person records the decision; an override does not change the suggestion, it sits beside it in the export. The block clears whenever the calculator is re-run.
The Refinancing Gain-Share Calculator gives a contracting authority's team its own screening figure for a refinancing gain before it consents, so that the private party's model is tested rather than accepted. It is screening-level. It runs a simplified annual model on the remaining term, not the project's own financial model; it does not audit anything, value the equity, or say what share is due under a formula it has not read. The figure it produces is a check on the order of magnitude and on the sign of the gain, and a prompt for the questions the authority is entitled to ask.
The product this series draws on, PPP Contract Review & Operating Map v1.0.0, reads the precedent's refinancing clause into a mechanism whose definition of the gain is: the greater of zero and A minus B, where A is the net present value of the distributions to shareholders projected immediately before the refinancing taking the refinancing into account, and B the same without it, both run on the base case updated to be current at the refinancing date, both discounted at the contract's threshold equity IRR, and the whole calculated after the costs of the refinancing (Clause 33.7(a)). The precedent's own discount rate is a bracketed figure, its net-present-value definition is bracketed and discounts semi-annually, and its base case is not in the document, so the executed contract supplies all three. The tool implements this form.
The UK standard forms (SoPC4, 2007, with its 2008 addendum on refinancing; PF2, 2012) define the gain differently in one respect: before anything is shared, the amount needed to restore the pre-refinancing equity return to the threshold equity IRR (an adjustment called C) is deducted, so that equity below its base-case return is topped up first. On a contract in that lineage the A minus B figure overstates the gain by C. The tool asks whether the contract deducts the top-up and, where it does, takes C from the updated model as an entry; where the answer is not known, the read is held at Consent with conditions.
The share is applied to the gain as the contract states it: a single percentage (fifty per cent in the precedent), or bands by the size of the gain (the UK addendum's and PF2's fifty, sixty and seventy per cent, applied to the slice of the gain in each band). The precedent lets the authority elect a single payment capped at the distribution made on or about the refinancing date (Clause 33.5(a)), a reduction in the service payment over the remaining term (33.5(b)), or a combination (33.5(c)). The reduction shown is the annuity over the remaining years at the same equity rate that returns the share's present value; the combination is the capped single payment plus the annuity on the balance. The tool re-runs the after case with the reduction taken out of the cash available, because a reduction thins cover and the lenders will test it.
The annuity at the equity rate is one convention. Others in use: a level nominal or an indexed reduction; a reduction shaped to the distribution profile so that the private party never enters lock-up; discounting at the authority's cost of borrowing or at the new senior rate, each of which moves the figure in the private party's favour; and grossing up for tax where the reduction lowers taxable income. The contract or the negotiation settles which applies.
The engine is the Pre-Feasibility Toolkit's financial-viability engine, run from the refinancing date on the remaining term rather than from financial close: level-payment or level-principal debt service over the stated tenor, cover ratio as cash available for debt service over debt service (the lenders' definition, on the after-tax figure the model gives), distributions as the residual after debt service and the tool's optional tax line. A tenor beyond expiry is run as proposed and the balance outstanding at expiry is repaid then out of that year's cash, as the lenders will require; it shows as a negative distribution in that year, and cover in that year is shown before the balloon so that the read turns on the question (what repays it) rather than on an arithmetic collapse. A lock-up holds positive free cash in a year whose cover is below the ratio and releases it when cover recovers, when the debt is repaid, or at expiry at the latest; negative free cash in a locked year is passed through as an injection. The reserve is released when the debt it secures is repaid. Nothing is modelled inside the year, and the semi-annual discounting some contracts specify is not reproduced.
Ten checks, one per thing the contract usually entitles the authority to before it consents, drawn from the precedent's mechanism (full details and the proposed model with its assumptions, 33.4; unrestricted audit rights, 33.4; the good-faith agreement of the basis and method, 33.6; the costs and their evidence, 33.7; notifiable financings, 33.8; most favourable terms, 33.9; the consents on material negative effect and on increased termination liabilities, 45(a) and (b)) and from the product's financing rules on refinancing (FL20 to FL23, which are drafting-review rules and are cited for the drafting defects they name). One supporting check asks whether the definition of Refinancing reaches the transactions that change shareholder returns without replacing the loan (re-gearing, waivers, maturity extensions, financing above the project company, trapped cash released), because a transaction outside the definition carries no share however large the gain. Each answer becomes a status as in the other tools of this series: a core No is Action needed, a supporting No is Watch, Partly is Watch, Don't know is Not evidenced and holds the check at Watch.
The classification step also asks whether the refinancing was anticipated in the winning bid. A takeout, mini-perm or margin step-up priced into the bid has already paid the authority through the price, and the precedent exempts a refinancing whose gain is reflected in the base case; where the base case assumed a refinancing on different terms, only the value beyond it is shareable and the "before" case must include the refinancing the base case assumed. The tool holds the read at Consent with conditions in each of those cases, a "yes" against a qualifying classification included, and says that the share shown is due only if the proposal goes beyond what the base case assumed.
An exempt refinancing carries no gain share and needs no consent under the refinancing clause; the calculator still runs the cash flows and the consent checks, because a refinancing that changes the senior documents changes the authority's termination exposure whether or not it is exempt, and Clause 45 still applies. A rescue refinancing is shared unless the executed contract exempts it: the precedent's exempt list has no rescue category; the UK forms exempt a rescue refinancing on two limbs (aimed at avoiding or curing a default, and no improvement in the equity position beyond the base case). Where the screening model shows no gain and the contract's own calculation agrees, the proposal is not a qualifying refinancing and consent under the refinancing clause does not apply; the authority's levers are then Clause 45(a) and (b). The screening figure is not the contract's calculation. A disagreement on the basis and method of calculation goes to good-faith negotiation and then to the dispute procedure (33.6), and the authority may not withhold or delay consent to obtain a larger share (33.3); the tool says so beside the read. The read is a suggestion that a named person accepts or overrides with a reason; both appear in the export; no override is accepted while no read has been suggested.
The optional step on the Contract terms tab is the same pattern engine as the other tools in the series. Here the targets are the refinancing clause and the terms the gain turns on: the authority's share, the definitions of Refinancing, Qualifying and Exempt Refinancing, Refinancing Gain, Net Present Value, Threshold or Base Case Equity IRR and Distribution, the payment election, the cost netting, the audit right, the refinancing notice, and the consent to increased termination liabilities. A share is proposed as a figure only where a single percentage follows the authority's name; a clause with several percentages or thresholds is reported as banded, to be read and entered by hand; a bracketed figure is reported and never proposed. Each proposal needs an explicit Accept, and no cash-flow figure is ever set from the text. A mechanism not found is not evidence of absence.