Authors: Dr. Theo Notteboom, Dr. Athanasios Pallis and Dr. Jean-Paul Rodrigue

Port terminals are capital-intensive assets that require investments for their construction, expansion, and maintenance. This capital needs to be provided by financial mechanisms on which the port terminal industry relies. Complex relationships have been established between port terminals and the finance industry.

1. The Financialization of the Terminal Industry

Conventionally, terminal ownership and operation were mainly assumed by the public sector through port authorities. Accordingly, the provision of capital for port infrastructure projects fell into the responsibility of the public sector. However, productivity levels were generally low, and returns on public investments were limited. As privatization took shape in the 1990s, the dominant model shifted port authorities serving as landlords, and the terminal operating business drastically changed. From a situation of fragmentation, the terminal and stevedoring industry expanded substantially with the emergence of global terminal operators controlling large multinational portfolios of terminal assets.

In the early 2000s, the terminal operating business underwent a period of rapid global expansion, mirroring the rapid growth in traffic supported by the shipping industry. Some corporate terminal networks were driven by strong demand and new greenfield terminal developments, as well as a series of large-scale acquisitions and multiple entries to boost expansion strategies, such as the takeover of CSX World Terminals and P&O Ports by DP World in 2004. This process was accelerated due to port reforms worldwide, primarily along the landlord model, and the evolving balance of power between shipping lines and terminal operators. Simultaneously, the port and maritime industries have been subjected to increased financialization, implying that financial institutions are playing a growing role.

Financialization refers to the growing role of financial motives, financial markets, financial actors, and financial institutions in port terminals, encompassing everything from capital provision to involvement in terminal operations.

Financial holdings, including investment banks, pension funds, and sovereign wealth funds, entered the market by providing large capital pools that were previously unavailable in the industry. The port terminal sector was viewed as an attractive asset class with potential for generating revenue. In more general terms, the financial sector provided capital for firms related to terminal operations and contributed to their remarkable expansion. For example, container terminal operators typically outperform container shipping lines financially, which are also strongly asset-based. An emerging class of terminal operators took the form of holdings backed by large pools of capital, which they used to expand rapidly, particularly by acquiring terminal assets that became part of a portfolio of port terminals located in multiple markets.

When ports face terminal capacity constraints, financial holdings, independent terminal operators, and carrier-related terminal operators are willing to pay premium prices to acquire or develop terminal assets. The unintended consequence of financialization was that an increasing quantity of capital was chasing an asset class that could only be expanded at a slow pace, which resulted in asset inflation within the terminal industry during the 2000s. Financial bubbles have historically characterized sectoral investments, such as real estate, commodities, and high technology, and the transportation industry experienced such a process in the 2000s. The 2008-2009 financial crisis, which resulted from cross-sectoral asset inflation and subsequent defaults, led terminal operators and their financial partners to reassess risks and shift away from their previous aggressive expansion strategies.

After the financial crisis, financial institutions became more cautious and more demanding about terms and project characteristics. Terminal operators are also more prone to selling stakes in terminal assets for financial relief while keeping their role as operators. This commonly involves a financial holding seeking an opportunity to acquire terminal assets while leaving the existing terminal operator in charge of operations.

2. Risks and Terminal Investments

A. Port terminals as financial risk factors

The terminal operating sector has its own set of risk factors to consider when making capital investments, some of which are related to the financial sector. At the same time, many are inherent to its business and operational conditions. The overall risks are:

• Financial risks. Capital and currency risks involve the risk of losing the investment capital through devaluation or default, particularly since a terminal requires a large capital investment. The amortization of this capital takes at least a decade. The higher the margin taken on the asset, the higher the risk of this asset becoming illiquid. Since terminals are used as collateral for capital investment, the capital risk is low if one expects that the value of this asset will rise and that a buyer could be found. However, recurring events such as the financial crisis of 2008-09 underline that this is not always the case. Moreover, terminal operators generally face currency risks due to fluctuations in exchange rates, including in the case of major currencies.
• Market risks. They include unforeseen changes in demand and supply. This risk is deeply embedded within the regional economic and commercial geography of the terminal portfolio as well as the structure of maritime shipping networks. Intermediate hub ports, with a strong focus on transshipment operations, are particularly contestable and among the riskiest terminal investment projects. With increasing competition for port hinterlands, the contestability of gateway traffic is also more acute. Thus, market risks may equally be considered as revenue or investment risks. They compound capital risk in a terminal by affecting the length of amortization and the intervening changes in demand resulting from traffic fluctuations and contestability. Market risks are very explicit in concession contracts. For example, terminal operating companies often face high throughput guarantees in concession agreements. Additional internal micro-level market risks, such as energy cost risks, affect a terminal’s position. Energy is one of the main operating costs for shipping and terminal assets. Terminal operators have conventionally not applied energy costs hedging, compared to shipping lines that typically try to protect themselves through either hedging operations or bunker fuel surcharges.
• Political and regulatory risks. Concerned with international trade and manufacturing issues. For terminals, these involve the risk of arbitrary changes in the commercial environment due to political expediency, favoritism towards a carrier or operator, and even confiscation (nationalization). Even if recent decades have seen an environment more open to trade and liberalization, countervailing forces such as protectionism can still emerge. Entering the market at a specific point in time means that longer-term regulatory changes are unforeseen, particularly since terminal concessions can last for over 20 years. Regulatory risks refer to unexpected changes in the competitive landscape, such as those caused by incumbents or shifts in competitors’ market strategies. It can also involve regulatory changes, planning conditions, or more expensive operational models. For terminal operators, the regulatory framework for concession renewal increases the risk associated with the committed investment during the early stages of operation.
• Market concentration and specialization risks. They are common when a player focuses on a specific region or a type of service. Containerization and economies of scale in mega-ships have increased specialization risks, as they rely on the availability of large freight volumes. In contrast, concentration reduces port of call options. With better hinterland access, the traditional markets of many terminals are highly contestable. A concentration of a portfolio in a specific market may lead to high returns if economic prospects are better than expected, but to negative multiplying effects if economic conditions are even slightly lower than expected.
• Moral hazard risk. Many port terminals are either public or have strong relationships with the public sector, as governments and sovereign wealth funds can be significant stakeholders. Several are perceived to be of national strategic interest. If they face financial difficulties, they have the opportunity to use their political embeddedness to access public capital or private capital guaranteed by the public sector. This can potentially lead to misallocations (being “too big to fail”), enabling less performing operators to remain in business who, otherwise, would have been forced to rationalize their assets. There is a link between moral hazard risk and political risk. Policymakers may have strategic reasons to protect a terminal operator from defaulting, such as maintaining operations at a port deemed crucial for a national economy.

B. Port-specific risks for terminal operators

The size of the infrastructure and superstructure for terminal development adds to investment risks through a scale effect. To develop a terminal, an operator might have to invest in developing or improving the infrastructure and the superstructure of a terminal, which is a capital-intensive endeavor. The larger these infrastructures, the higher the sunk costs in the facility. The risks associated with port or terminal investments vary depending on the nature of the market and the stage of the development of the port. While mature terminals with well-established markets can represent a lower risk, they may also be subject to lower growth potential and intense competitiveness. Alternatively, a new terminal facility in an uncertain market can represent a high risk, but it could also offer high growth and return potential. Public actors determine the terms of a concession, and terminal operators decide to bid and assume responsibilities for terminal operations for a period that typically exceeds two decades.

The probability of occurrence of terminal-specific risks relates to the stage of development of the terminal site to be operated by a private actor, which might invest in:

1. Undeveloped site. The operator must develop infrastructure and superstructure, including the terminal, road connectors, and utilities. Nautical access is usually provided by the port authority.
2. Greenfield site. Infrastructure, such as roads and utilities, is reaching the site boundary. The operator develops the terminal infrastructure and superstructure.
3. Improved site. A quay line and paved yard, but without buildings or handling equipment.
4. Completed site. A site with all civil works completed, but the operator supplies quay cranes and yard handling equipment.
5. Fully developed site. A site that includes quay cranes, but the operator supplies yard handling equipment.

This condition is closely related to the technical, as well as the financial and market risks assumed, with the first option (1) being associated with the highest technical risk, and a declining risk as we head towards the last option (5), where technical risk transfer is the lowest. Technical risks ultimately result in delays and cost overruns or both, including:

• The application of innovative techniques and technologies, particularly for terminal equipment, including automation.
• Design changes, including terminal function.
• Land acquisition and availability.
• Delays in project approvals and permits (the outcome of “red tape”).
• Changes in construction legislation (e.g. safety, techniques) and defects by the contractor (e.g. inadequate materials).
• Archaeological findings.
• Construction contract variations or default by one of the contractors.
• Availability of finance (cash flow) and force majeure events, such as natural disasters.

Market risks may depend on the size of the investment. Still, their level also reflects the uncertainty in predicted traffic volumes, transport demand, and the willingness of users to call a particular terminal and pay for services rendered. Demand predictions and forecasts are sensitive to uncertainties and strategic or optimism bias facilitated by less established markets. Due to underestimated traffic volumes, terminals in these markets are highly sensitive to fluctuations in income, industrial production, economic growth, and disruptions caused by economic shocks, such as the 2008-2009 financial crisis or the COVID-19 pandemic of 2020-2021.

The probability of risk exposure depends on the nature of the market for the particular port or terminal and results from the presence of alternative conditions:

1. No established regional trade with projections based on unproven market expectations, such as those associated with a new free trade zone.
2. Established regional trade with substantial transshipment.
3. Established hinterland general cargo trade but with a low market penetration factor.
4. Established regional and national trade but open to competition from other terminal operators within the same or a nearby port.
5. Established container trade and a need for facilities upgrade.

The probability of market risk, in general, varies from highest in the first case (1) to lowest in the last case (5). Given the intervening changes in demand due to traffic fluctuations and contestability on the supply side (intermediate hubs are particularly contestable), market risk is directly linked to investment risk in a terminal, particularly due to the amortization period. In recent years, this risk has been mitigated by the surge in transshipment throughput, as maritime shipping companies have reorganized their networks to accommodate the growth in long-distance trade and achieve economies of scale. With emerging hinterland access regimes, such as corridors and inland ports, the contestability of gateway traffic is also more acute.

An environmental component of risks is also present in all terminal investments, though not unique to the industry. Project design, environmental impact assessments, and respective approvals and permits are the norm and can create unexpected delays. The risk associated with prerequisites in securing the construction, maintenance, and expansion of a terminal is common in all transport projects. Addressing environmental risks might be costly and, perhaps more importantly, result in unnecessary delays, disrupting deployment plans, development costs, and the time horizon of investments. Additionally, growing environmental concerns increase the risks associated with new environmental legislation, which may impact the operation and maintenance of existing terminals. Environmental risks are related to the size of the terminal, with more complex operations being exposed to greater risks.

C. Implications for concessions

All risks are reasonably well understood by the industry and are embedded in their business strategies. As a risk minimization strategy, it has become common practice to launch large terminal projects in phases following developments in port services demand. These phases can be planned to accompany expected volume growth, and financial support can be secured accordingly. While capital could not have been readily secured for a large terminal capacity development project, such capital can be made available incrementally, based on the realized outcomes and rates of return from investments in prior phases.

Global terminal operators follow a careful and selective approach when bidding for new terminal concessions, acquiring terminal assets, and selecting partnerships. They also hedge risks by opting for more complex ownership and partnership structures with shipping lines, financial holdings, and other organizations. It is common for ownership levels to be distributed among international and national investors in any given project.

3. Funding and Financing of Terminal Development

Terminal capacity investments are very costly due to their capital-intensive nature. Due to the costs involved, port managers and terminal operators are typically inclined to first expand existing capacity through measures that lead to better terminal planning and more optimized port operations. It is easier to provide superstructures, such as improved equipment to enhance stacking density, than to expand the terminal footprint. It is only when capacity has been fully utilized that additional capacity should be made available. Such projects require substantial capital from various public and private sources through funding and financing mechanisms.

Funding entails the provision of capital at no interest for developing the port project (e.g. state grants, internal reserves). The capital is not necessarily expected to be recovered.

Financing implies that the capital lent is regarded as an investment and comes with an interest rate (e.g. commercial and investment banks, bond financing) or required rate of return for the investor. The capital is expected to be recovered.

In practice, matching demand and supply is not easy, given the long lead times required to plan, construct, and start up new port and terminal infrastructure. Finding a suitable timing to initiate the planning and implementation phases of new port infrastructure is, therefore, a challenge prone to risks. There is always the imminent risk of creating overcapacity in cases where a port extension project does not induce growth in port demand. The timing of capacity expansion and a good assessment of future demand are crucial to positioning the port for sustained growth and securing suitable funding sources for capacity extensions.

Funding strategies for costly port investments are primarily constrained by a port’s institutional position. For example, pure public or tool ports are limited to funding sources obtained from national funds. Developing countries face increased constraints on the level of public funding sources available to develop port infrastructure due to other national infrastructural and social priorities. In these circumstances, the port must compete in the political arena where political interest groups influence priorities to secure capital in competition with other projects.

There are essentially five major sources of funding and finance available for port terminal infrastructure development:

• Debt. It can comprise conventional loans, debentures (loan certificates), bonds, and convertible preference shares. Interest payments, which represent the cost of debt, can be expensive, and defaulting on contractual repayment obligations may result in the forfeiture of assets, depending on the terms of the debt agreement. In general, banks or other lenders are susceptible to the project assets and their potential market value. In evaluating an investment project, they assess the extent to which the project assets remain within the operating authority or company. Banks and other lenders are also strict when it comes to risk distribution. They favor a setting where all risks associated with the port infrastructure project are assumed and passed on to the appropriate actor. For example, lenders may require that the risk be passed on to other project participants through contracts, such as construction, operation, and maintenance agreements.
• Shareholder funds. Can take the form of ordinary shares or preference shares. They are similar to debt but with equity characteristics or shareholder reserves that are reinvested as retained earnings. A diverse shareholding dilutes ownership, relinquishing control to majority shareholders. The cost of a share is essentially measured as the required rate of return on the investment from shareholders. However, in the case of retained earnings, these funds are not a free source of finance, and the required rate of return is essentially the cost of equity, as the funds belong to equity investors, not the firm.
• New equity issues. Can take the form of an initial public offering (IPO; the first issuance of shares on a stock exchange), a seasoned public offering (SPO), or a general public offering (GPO). Methods of issuing seasoned equity include the private placement of shares to a single or small group of investors, employee options, or a rights offering, which is the right to purchase shares at a price concession. A GPO is similar to an IPO but with generally lower underwriting costs. A notable feature of a GPO is that, generally, the market identifies it as a signal that management believes the firm is overvalued. The required rate of return is lower than the correct rate of return, implying a cheap source of funds or the market has overestimated the firm’s future free cash flows. Risks for shareholders associated with shares as a financial source reside in how the value of the shares is affected (i.e., gain or loss) on the share trading market.
• Lease agreements. They comprise pure operating leases, finance leases (in substance, a loan), or sale-and-leaseback agreements. Terminal operation concession agreements are long-term operational leases used extensively for private port participation. The government or a public authority holds the property rights of the facilities throughout the concession period and receives lease payments on the assets. The private partner bears the production and commercial risks, so it has an incentive to innovate, optimize, and improve its services. Terminal concession and lease-operate arrangements are common in landlord ports. The financial side of a concession agreement remains a balancing act. High concession fees, royalty payments, and revenue-sharing stipulations are detrimental to returns on investment. They could decrease the investment potential of the incumbent terminal operator and deter future investors. Low payments could negatively impact the revenue base of the public port authority, rendering it unable to support its landlord functions. Finance leases are becoming increasingly difficult to justify due to advancements in accounting practices and heightened vigilance against tax avoidance. Accounting treatment and favorable tax concessions are less evident when adopting international financial reporting standards.
• Mergers and acquisitions. These comprise horizontal integration mergers with firms in the same line of business and vertical integration mergers with firms higher or lower in the value chain, such as between suppliers and customers. Additionally, there are conglomerate mergers, whereby a merger occurs with a completely unrelated firm to achieve diversification benefits, as well as management buyouts. This can also involve a management buyout (MBO), which is an extreme form of divestiture. The overriding objective of a merger is to create synergy, where the sum of the merged firm is greater than the sum of the individual (firm) parts. Economic value is generated through efficiencies, increased expertise, and greater access to funding. Notably, mergers and acquisitions have come under increased scrutiny because of anti-competitive and antitrust legislation.

In an MBO, incumbent management acquires a significant, if not majority, equity stake in the company for which they work. This refers to a transaction whereby executive managers of a business individually or jointly with financing institutions (mostly private equity or venture capital firms) buy the business from the entity which currently owns it.

Excluded from the above five sources of port terminal finance are fiscal and government funds associated with public policy and national commercial strategic objectives.

In recent decades, there has been a substantial expansion of terminal facilities that require the injection of capital from various public and private sources. The port terminal industry has undergone privatization and internationalization, establishing partnerships with financial institutions to meet this demand. As global trade matures, investment priorities are likely to shift toward upgrading existing facilities, particularly in areas such as automation and digitalization.

---

Related Topics

• Chapter 3.1 Terminals and Terminal Operators
• Chapter 3.2 Terminal Concessions and Land Leases
• Chapter 5.1 Inter-Port Competition
• Chapter 5.2 Intra-Port Competition
• Chapter 5.5 Entry Barriers
• Chapter 7.3 Port Planning and Development

---

References

• Brooks, M.R., Pallis, A.A. and Perkins, S. (2014), Port Investment and Container Shipping Markets, OECD-ITF Discussion Paper 2014-3, OECD: Paris.
• Rodrigue, J-P, T. Notteboom and A. Pallis (2011). The Financialization of the Terminal and Port Industry: Revisiting Risk and Embeddedness, Maritime Policy and Management. Vol 38, No. 2, pp. 191-213.
• Roumboutsos, A. and Pallis A.A. (2010). Risks in Port Concessions: A Contextual Analysis and Allocation Methodology. 12th World Conference on Transport Research (WCTR), Lisbon, Portugal, July.
• Theys C., Notteboom T.E., Pallis A.A., de Langen P.W. (2010). The economics behind the awarding of terminals in seaports: A research agenda. Research in Transportation Economics, 27, 10-18.