Structure & model
Structure & Model: Selecting the Right Instrument, Backed by a Bankable Financial Model
Once the diagnostic confirms an asset's monetisable value, we move to structuring. This step compares InvIT, TOT/OMT, outright sale, securitisation and PPP concession routes against the sponsor's objectives, then builds a full financial model and risk-allocation matrix so the preferred instrument is negotiation-ready, not just a strategic idea.
Typical duration · 6-9 weeks
Samples generated 05 Sept 2026, 10:51 pm ISTWhat happens in this step
- 01Long-list all viable instruments (InvIT, TOT/OMT, sale, securitisation, concession) against sponsor goals: control retention, tenure, upfront cash vs annuity
- 02Build a 25-30 year integrated financial model covering traffic/demand, tariff escalation, capex cycles, O&M costs, debt sizing and equity IRR
- 03Run scenario and sensitivity analysis (traffic shock, forex, interest rate, cost overrun) to stress-test each instrument's robustness
- 04Draft the risk-allocation matrix mapping construction, demand, regulatory, FX and force-majeure risk to the party best placed to bear it
- 05Benchmark instrument choice against comparable precedent transactions in India and select markets
- 06Prepare draft term sheet / concession heads of terms reflecting the chosen structure
- 07Present structuring memo with recommended instrument, indicative valuation range and governance model to sponsor board/committee
What we need from you
- Diagnostic report and asset valuation range from Step 01
- Historical traffic/throughput and revenue data (5-10 years)
- Existing debt schedule, capex plan and O&M contracts
- Sponsor's monetisation objective (fiscal, control, tenure preference)
- Applicable regulatory/statutory framework (AAI/State PPP policy, sector regulator norms)
- Comparable transaction benchmarks if available
Worked example (anonymised, illustrative)
Tier-2 Airport OMDA Concession Structuring · 3.2 MPPA existing, 6 MPPA design capacity terminal · Southern India
State-owned airport authority evaluating OMDA (Operation, Management & Development Agreement) concession versus a 30% equity InvIT route to fund terminal expansion and non-aero commercial development.
Sample deliverables from this step
Every sample below is analyst-written and anonymised for illustration — structure and depth mirror our real deliverables; figures and names are not from any client engagement.
Illustrative · Growthifye-preparedInstrument Comparison & Recommendation Memo
Side-by-side evaluation of InvIT, TOT, sale and PPP concession against sponsor priorities, with a reasoned recommendation.
Sample excerpt · Instrument Scorecard (illustrative) — illustrative figures
| Criterion | InvIT | TOT/OMT | Outright Sale | PPP Concession |
| Upfront cash to sponsor | Medium | High | Highest | Low |
| Control retention | Partial | Low | None | High |
| Tenure typical | Perpetual (unit-linked) | 15-25 yrs | Perpetual | 20-30 yrs |
| Regulatory complexity | Medium (SEBI) | Medium | High | High |
| Recommended fit | - | - | - | Selected |
- Scores are illustrative for this deal profile
- Final weighting agreed with sponsor finance committee
Illustrative · Growthifye-prepared25-Year Integrated Financial Model
Fully linked traffic-to-equity model with debt sizing, DSCR, IRR outputs and scenario toggles for base/upside/downside cases.
Sample excerpt · Base Case Sensitivity Grid (illustrative, INR crore) — illustrative figures
| Scenario | Passenger CAGR | Project IRR (%) | Equity IRR (%) | Min DSCR |
| Base case | 6.5% | 13.8 | 16.2 | 1.35x |
| Downside (traffic shock) | 3.0% | 10.1 | 11.4 | 1.05x |
| Upside (non-aero growth) | 8.5% | 15.9 | 19.0 | 1.55x |
| High opex escalation | 6.5% | 12.6 | 14.3 | 1.20x |
- Model built in Excel with locked audit trail
- Outputs illustrative; final figures depend on actual traffic and cost data
Risk Allocation Matrix
Comprehensive matrix mapping construction, demand, FX, regulatory and force-majeure risks to sponsor, concessionaire or shared category, aligned to concession/SPA drafting.
Sample excerpt · Risk Allocation Extract (illustrative) — illustrative figures
| Risk category | Description | Allocated to | Mitigation mechanism |
| Traffic/demand risk | Passenger volume below forecast | Concessionaire | Minimum revenue guarantee band |
| Construction cost overrun | Terminal expansion capex escalation | Concessionaire | Fixed-price EPC contract |
| Regulatory/tariff risk | Aero tariff order delay | Shared | Tariff true-up mechanism |
| FX risk | Equipment import cost | Concessionaire | Natural hedge / forward cover |
| Force majeure | Non-political FM events | Shared | Relief period + insurance |
- Matrix reviewed against AERA and MoCA precedent concessions
- Feeds directly into draft concession agreement schedules
Outcomes
- A single recommended monetisation instrument with quantified rationale, ready for sponsor board approval
- Bankable 25-year financial model accepted as the reference case for investor and lender due diligence
- Risk-allocation matrix that materially reduces future contract renegotiation risk
- A structuring package that shortens the subsequent market & transact phase by 4-6 weeks
Questions clients ask
How do you decide between an InvIT and a TOT/OMT structure for an asset like an airport?
We weigh the sponsor's need for control retention against upfront liquidity, tenure preference and regulatory bandwidth (SEBI InvIT norms vs concession law). The comparison memo quantifies each trade-off using the financial model outputs.
Does this same structuring process apply to energy assets like transmission lines or renewable generation portfolios?
Yes. The identical five-step method — instrument long-list, integrated financial model, sensitivity analysis, risk matrix and structuring memo — applies to power transmission TBCB assets, generation InvITs, and gas pipeline tariff-based monetisation, with sector-specific risk factors substituted (grid curtailment, PPA counterparty risk, tariff regulation).
How detailed is the financial model at this stage versus the final transaction model?
This is a fully functional, audit-ready model with 25-30 year projections, debt sizing and scenario toggles — sufficient for investor teasers and preliminary lender discussions. It is refined further with actual bid data during the Market & Transact step.
