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September 2015
Volume 307
The Journal of Record
for public-private partnerships
since 1988
PWFinance.net
AECOM SETTLES REVENUE
FORECASTING LAWSUIT WITH LENDERS
FOR $200M
The deep-pocket engineering firms that provided
traffic and revenue forecasts used to support toll pro-
jects during the boom years of the P3 industry should
be concerned about a recent settlement over disas-
trously wrong traffic forecasts made 10 years ago by
AECOM for a toll tunnel in Brisbane, Australia.
So say three U.S. toll industry veterans who have
watched with growing distress over the years as
developer-friendly fore-
casts were used to attract
investors into risky pro-
jects that later failed,
often within a few years.
They point to optimistic
forecasts by a few interna-
tional traffic advisors. But
there are 11 U.S. projects
with varying degrees of
financial problems, and
forecasts for all of them
were done by U.S. firms.
(That counts Maunsell,
owned by AECOM, as a U.S. traffic advisor.)
The 11 projects include the Dulles Greenway,
Greenville Connector, Pocahontas Parkway and
Northwest Parkway. All were financed with capital
appreciation bonds, and all were sued, unsuccessful-
ly, by institutional investors, with no findings by the
court.
AECOMʼs $200m Settlement
So far, the big guns of the class action bar have cir-
cled around five court cases involving three failed
Australian toll roads. After years of litigation, settle-
ments have been reached out of court in three of the
cases.
Most recently, AECOM’s Australian unit agreed to
pay US$201 million out of court to settle a US$1.2-
billion claim filed in 2012 by two lenders to the
CLEM7 tunnel concession in Brisbane. The project
opened in 2010, went bankrupt soon afterwards, and
is now performing at 75% below forecast.
Shareholders also sued to recover their lost invest-
ment, about US$630 million. Their class-action law-
suit seeking US$140 million in damages from
AECOM has not been settled.
An 8-K filing with the SEC by AECOM on July 10
asserted that the lenders’
settlement and legal costs
are not expected to have a
material impact on its
financial results. AECOM
reported net income of
US$230 million in fiscal
2014 on $8.36 billion in
gross revenue.
Also in Australia, after
five years in court, Parsons
Brinckerhoff settled a class
action suit last year over
the Lane Cove Tunnel in
Sydney. ARUP is still battling with receivers of the
Airport Link Tunnel concession in Brisbane, who are
seeking US$700 million from the UK engineering
firm. The Airport Link and CLEM7 were sold for a
fraction of their construction costs.
U.S. Trouble
There might be more trouble. Traffic studies done
by AECOM Enterprise’s Brisbane office, formerly
Maunsell Australia Pty Ltd., were used by Macquarie
to attract investors for a number of troubled U.S. P3
toll roads. These include startup projects such as the
Foley Beach Express and SR 125 South Bay Express,
and for brownfield leases of the Indiana Tollroad and,
to a lesser extent, the Chicago Skyway. (Maunsell’s
2 Public Works Financing | September 2015
original Skyway forecast in 2003 assumed a large
casino would be built in Gary, Indiana.)
A lawsuit filed by Syncora Guarantee in 2012
against Macquarie over forecasting errors by
Maunsell on the Foley Beach Express is moving slow-
ly through the courts in New York (see p. 5).
Class Action Lawyers Circling
With legal details of the settlements permanently
hidden, U.S. consultants say the door is wide open for
lawyers to pursue class action suits elsewhere. Deep-
pocket engineering forms that also do traffic fore-
casts—Jacobs Engineering, Stantec, and CDM
Smith—could find themselves facing off against the
same law firms pursuing AECOM and Arup in
Australia. “We’re all watching,” says one executive.
Proving “false, misleading and deceptive conduct”
in the forecasting methodology (part of the charges
against AECOM) is difficult. Traffic forecasts are typ-
ically done about five years before startup of a toll
road. That means consultants must make dozens of
critical assumptions required for a traffic and revenue
forecast when half of the people who will be living in
the corridor aren’t there yet.
If, however, as one veteran believes, the AECOM
settlement with lenders was based mainly on improp-
er or misleading disclosure, that could affect a wider
range of players.
(He cites an instance where Maunsell produced a
particularly optimistic forecast for one client and
another forecast predicting half that traffic for anoth-
er client, and then failed to disclose the more pes-
simistic report to the first client.)
A longtime critic of advocacy forecasting, ex-fore-
caster Robert Bain has been hired as an expert wit-
ness by litigants in Australia and elsewhere. His
observation in a UK publication this month: “In terms
of raising standards, empowering practitioners,
improving performance and perhaps taming some of
our more insistent clients—a couple of large lawsuits
could be the best thing that has happened in our
industry for years.”
DEVELOPERS DRIVE FORECAST
ASSUMPTIONS
Public comments below were made in 2012 by
Denis Johnston, formerly head of Maunsell’s
Brisbane office, who had run Advisory Services
for AECOM Enterprises there:
“The real issue here is that if a developer wants
to take an optimistic view of the future and ask his
traffic advisor to prepare forecasts on the basis of
these optimistic assumptions, it is not the fault of
the advisor that the forecasts are “high”.
However, if the developer attempts to involve
other investors (institutions or the public) he has
a responsibility to clearly identify the assump-
tions underpinning the forecasts. Similarly, the
investors (and lenders) have a responsibility to do
adequate due diligence—preferably using a pro-
fessional traffic advisor to assist them.
The involvement of an independent auditor of
the forecasts is usually required by bank lenders
in a PPP, but in some recent projects this has been
specifically excluded by the developers. The logic
being that it is expensive and that the auditors
can cause delays and uncertainty!! Banks have
been reluctant to pay for their own auditor, and
one cannot be overly sympathetic with them if
they were not prepared to pay for their own due
diligence.“ I
Public Works Financing | September 2015 3
A Shrinking U.S. Industry
Unfortunately, the “industry“ is a relatively
small number of people in a handful of companies,
and it’s shrinking. The growing threat of lawsuits
led URS to exit the forecasting business years ago.
AECOM, which owns URS, announced recently in
Sydney that it would shut its Australian business.
ARUP will continue to advise only sophisticated
institutional investors. Others still advising private
clients include Stantec; Steer, Davies, Gleve; C&M
Associates; and possibly Halcrow (CH2M).
Transurban performed the investment-grade study on
its I-95 HOT lanes project in Virginia.
The U.S. market leader, Wilbur Smith Associates,
was acquired by CDM in 2011. CDM Smith has
remained a strong player, although it is now advising
only government clients. Jacobs has followed suit.
HNTB, Parsons Brinckerhoff and Cambridge
Systematics also serve only public clients, but don’t
perform investment-grade studies.
Virginia DOT hopes to prequalify three teams to
bid for its I-66 managed lanes project by Dec. 14 this
year. In its RFQ this month, VDOT provided bidders
with a preliminary traffic and revenue forecast that
teams will review in deciding whether or not to bid
the $2.1-billion project as a revenue risk P3. There’s
plenty of congestion in the corridor. How much rev-
enue will be generated and when is the question for
forecasters. I
U.S. Trouble
SYNCORA VS. MACQUARIE
IN FOLEY BEACH FAILURE
Fact finding and expert discovery are set to be com-
pleted by April 19, 2016 in a lawsuit filed three years
ago by Syncora Guarantee claiming Macquarie paid a
consultant to help dupe the bond insurer into backing
a $496-million toll road financing agreement.
Macquarie is represented by Gibson Dunn &
Crutcher LLP, and Syncora by Quinn Emanuel
Urquhart & Sullivan LLP.
U.S. News
1 AECOM Pays $200m For Toll Forecasting Errors
2 Developers Drive Forecast Toll Assumptions
3 Syncora vs. Macquarie In Foley Beach Toll Failure
6 Assured Guaranty Holds The Ace In Skyway Auction
6 LBJ Express A P3 Benchmark
7 AECOM To ID 50 Top P3/DB Deals For Treasury
8 Michigan DOT Lighting P3 To Star Infrastructure
11 Where Did P3 Deal Flow Go?
11 Zoe Marwick on TIFIA
12 Analysis of State P3 Markets
13 The Huge Costs Of Permitting Delays
Infrastructure Credit Trends
16 Are Availability Payment Obligations Debt?
Jodi Hecht, JEH Advisory
18 A Strong Start For Goethals Bridge P3
20 LaGuardia P3 Concerns
Canadian Infrastructure Finance
By Dan Westell
21 Big P3 Savings On St. Lawrence Bridge
21 Toronto Island Tunnel Opens With Dispute
22 Saskatchewan P3 Savings Counted
International News
by Dominick Curcio
22 Brazil Loosens Bidding Rules
23 Cash Rich Abertis on the Move
24 OHL Looks to Sell Stock to Reduce Leverage
25 Spanish-Led Team Wins Egypt Water
36 Public-Private Services Directory
IN THIS ISSUE
U.S. P3 Forecasting Errors
(Source: Public Works Financing)
Project Forecaster Developers
Dulles Greenway Vollmer (Stantec) TRIP II landowners
Foley Beach Maunsell (AECOM) Macquarie
Camino Columbia URS (AECOM) Local landowner
Las Vegas Monorail URS (AECOM) Casinos
SR 125 South Bay Express Wilbur Smith (CDM Smith) Macquarie
Chicago Skyway Maunsell (AECOM) Macquarie/Cintra
Indiana Toll Road Maunsell (AECOM) Macquarie/Cintra
Pocahontas Pkwy Wilbur Smith (CDM Smith) 63-20
Northwest Parkway Vollmer (Stantec) Public authority
SH 130, segments 5-6 Maunsell (AECOM) Cintra/Zachry
I-495 Express Lanes Vollmer (Stantec) Transurban
4 Public Works Financing | September 2015
Specifically, Macquarie has been ordered to answer
claims by Syncora that optimistic forecasts in 2006 by
Macquarie’s traffic advisor, Maunsell Australia Pty Ltd.
(owned by AECOM), have left Syncora with a bankrupt
portfolio of over-leveraged toll roads in Alabama and lia-
bilities Syncora says are $885.7 million.
Of that, $334 million is a variable-to-fixed-rate
accreting swap involving hundreds of millions of dol-
lars in potential claims that will be filed when the
swaps default, Syncora claimed in court filings a few
years ago.
The story begins in 1994 when Jim Allen, a political-
ly connected developer in Alabama, completed a small
toll bridge near Montgomery as a privately owned
asset with no toll regulation and no handback to gov-
ernment. Over the next six years, Allen built three
more bridges, finishing the last, the Foley Beach
Express, in 2000.
The construction cost of all four bridges was about
$90 million. Macquarie bought the four Alabama
bridges and a toll tunnel under the Detroit River in
Michigan in 2005 for an undisclosed price.
A little over a year later, Macquarie sold those toll
facilities for $306 million to two former Citicorp
bankers who had created Alinda Capital Partners and
needed assets for their new infrastructure fund. About
a half dozen other large infrastructure funds were
starting up at about the same time and all were hun-
gry for investments.
Macquarie financed Alinda’s purchase
and later sold $496 million in bonds for
Alinda that were wrapped by XL Capital
Assurance Inc., which had been folded into
Syncora Guarantee in 2008.
Alinda’s “American Roads” portfolio was
placed into bankruptcy in August 2013,
with Syncora as its controlling creditor.
Syncora settled with Alinda Capital and its
partner John Laxmi early in 2013, but is
suing other participants in the transaction.
Buyer Beware
Apparently, Syncora did not hire its own
traffic advisor and relied instead on
Maunsell’s forecast. Syncora doesn’t dis-
pute that but maintains that Macquarie
systematically paid Maunsell a large suc-
cess fee to produce optimistic forecasts.
Its suit against Macquarie Securities (USA) Inc.
claims fraud, aiding and abetting fraud, and negligent
misrepresentation.
The claim of optimism bias due to advocacy forecast-
ing fits the way some traffic studies were being done
during the boom years, but is hard to prove, says a
Public Works Financing | September 2015 5
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6 Public Works Financing | September 2015
U.S. traffic advisor. “There’s no law against
hypocrisy,” he says. I
I Assured Guaranty Holds The Ace In
Skyway Auction
The auction has begun for the Chicago Skyway lease,
and some big players are lined up. But bidders will
have to pay over $2 billion to take out Assured
Guraranty’s wrap of the project debt, otherwise the
deal is subject the bond insurer’s approval.
Wall Street sources believe Assured Guaranty is a
willing owner. “They feel that they’ve over-reserved
for this liability and believes it can get a full recovery
by just holding the asset and collecting the net rev-
enue,” says a banker. “If so, they would step into the
role of the concessionaire under the existing conces-
sion agreement.”
In the heated market for these assets, a big bid to
take out Assured Guaranty wouldn’t be a surprise.
Witness the $5.75 billion paid for the Indiana Toll
Road (ITR) by IFM Investors a few months ago (with
a capital structure of 57% equity ($3.3 billion) and
43% debt ($2.5 billion.) The 157-mile ITR, a major
truck route, links up with the Skyway at its western
terminus. The team of Cintra and Macquarie original-
ly won both concessions, closing on Skyway in
January 2005 and ITR in June 2006.
Goldman Sachs, which conducted the original
Skyway auction in 2004 for the City of Chicago, now
is handling the sale of the lease/concession for the pri-
vate owners. In the initial deal, Cintra and Macquarie
paid $1.83 billion to operate the 7.8-mile-long elevat-
ed toll road, which had been in operation for 45 years.
Their offer was $1.1 billion more than the next
highest bidder, a team led by Borealis Infrastructure
Management, Toronto, and Vinci of France, which bid
$700 million. Abertis Infraestructuras, S.A. of Spain
bid $505 million.
Under operation by Chicago’s transportation
department, tolls weren’t increased from 1993 to
2005. Revenues have quadrupled from $21.5 million
in 1993 to $81 million in calendar 2014. EBITDA was
$71.4 million last year. Most of the gains since 2005
are from toll increases, however.
The lease awarded by Chicago in 2005 allowed an
immediate toll increase from $2.00 to $2.50, and then
12.5% per year for 12 years, until 2018. Annual increas-
es for the remaining 87 years are permitted to be the
greater of 2%, or CPI, or nominal GDP per capita.
How much the new owners will be able raise tolls is
the question. On a toll-rate-per-mile basis, the
Skyway already is the most expensive toll road in the
U.S., at 38 cents per mile for cars (undiscounted). And
Chicago, already one of the most heavily taxed cities
in the U.S., is facing another $600 million increase
this year, mainly property taxes, as proposed by
Mayor Rahm Emanuel.
I LBJ Express A P3 Benchmark
Cintra’s LBJ Express managed lanes toll road was
opened to traffic in north Dallas three months ahead
of schedule on September 10, marking another major
P3 milestone in Texas for developer-operator Cintra
and its sister company, Ferrovial Agroman.
According to Russell Zapalac, Chief Planning &
Project Officer for Texas DOT, neither Texas DOT nor
Ferrovial requested any change orders to the $2-bil-
lion design-build contract signed in 2011 to rebuild 16
miles of I-635 and I-35E north of Dallas. Among other
things, 10 miles of cantilevered structures were built
under traffic that peaked in the corridor at about
270,000 vehicles per day.
Likewise, Cintra opened 13.5 miles of its North
Tarrant Express managed lanes project in Dallas on
Oct. 4, 2014, almost nine months ahead of schedule
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and decades of experience analyzing, negotiating and monitoring public
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interest payments protects investors and improves marketability to
reduce issuers’ financing cost. Contact us for more detailed information.
and with contractor change orders of only $5 million,
according to Zapalac. Ferrovial started construction in
May 2014 on a second segment of the North Tarrant
Express on I-35W north of Fort Worth.
The on-time completion of LBJ is significant in
many ways. It is one of the most technically complex
transportation projects ever attempted in the U.S.
under a fixed-price contract. The dynamically priced
managed lanes will double the capacity of the corridor,
and operate in direct competition with eight general-
purpose lanes, which are being rebuilt next to and, in
some sections, above the managed lanes.
LBJ Express is the largest greenfield toll road pro-
ject financing P3 ever closed in the U.S. Cintra assem-
bled $2.2 billion in nonrecourse debt and investor equi-
ty for a financial close in July 2010. Including a TIFIA
loan, those private funds were supported by $490 mil-
lion in public grants committed by Texas DOT.
LBJ’s timely completion vindicates a big bet made
by Texas DOT and Ferrovial in 2009 that a large seg-
ment of the project could be built in a narrow section
of the existing right of way without putting it in an
expensive tunnel.
TxDOT conceived of LBJ as a tunneling project.
In discussions with TxDOT, Ferrovial proposed
instead to put the managed lanes in a trench and
cantilever the general purpose lanes above them.
Many U.S. contractors believed that Ferrovial had
made a $1-billion mistake—the difference between
Dragados’s tunnel price and Ferrovial’s price to stay
above ground and work around the relentless traffic
there. Its on-time completion suggests Ferrovial
was up to the traffic management challenge.
The DBFOM contract price of $2.485 billion
includes 47 years of O&M by Cintra, including dynam-
ic toll operations and most back office functions.
Billing will be done by the North Texas Tollway
Authority, which operates most of the region’s toll
roads along with TxDOT. Total cost of the project
including ROW and other owner costs is $2.983 billion.
I AECOM To ID P3 Deal Pipeline
As part of the Obama Administration’s policy to sup-
port private investment in infrastructure, AECOM
was hired this month by the Treasury Department to
select and analyze the 50 most economically signifi-
cant transportation and water projects that are await-
ing funding in the U.S. The deal pipeline to be
described by AECOM will include both P3s and public
projects.
Ten percent of the projects must be
water/wastewater-related and the list of 50 must be
geographically spread to reflect regional needs. In
addition to detailed economic and social benefits, the
analysis of each project is to include an assessment of
impediments to commencement, including funding
and permitting.
Public Works Financing | September 2015 7
Private Capital, Maintenance, Income Tax Payments
Total $13.4 Bn For Dallas Toll Concessions
NTE Segments 1-3 and LBJ Financial Highlights
Expenditures on rehabilitation of existing highways, construction of new
lanes, and maintenance of both toll and toll-free lanes over time for
three Cintra concessions in the Dallas-Fort Worth region:
* Capital expenditure 2010-2018 $5.34 billion
* Subsequent capex 2016-2062 $1.94 billion (npv@5%=$448m)
* Maintenance 2010-2062 $2.61 billion (npv@5%=$711m)
Total: $9.897 billion
Funding
* Shareholder equity $1.52 billion
* Private Activity Bonds $1.29 billion (issued 12/09, 6/10, 9/13)
* USDOT TIFIA debt $2.03 billion
* TxDOT subsidy $1.12 billion
Shareholder income tax payments back to the public sector
Est. net present value @5% to 2062: $3.5 billion
Source: Cintra 9/13
8 Public Works Financing | September 2015
I Michigan DOT Lighting P3
The first freeway lighting system public-private-part-
nership (P3) in the U.S. closed on Aug. 24, 2015, with
the Michigan Department of Transportation (MDOT)
and Freeway Lighting Partners, LLC, (FLP) reaching
simultaneous commercial and financial close. In addi-
tion to FLP, shortlisted proposers were DTE Energy,
Citelum and Energy Systems Group.
MDOT initiated the procurement with a request for
letters of interest in July 2013 for replacing 15,000
freeway lights in metro Detroit. According to MDOT,
capital costs over two years are $39.6 million and
O&M costs during the 13-year operating period are
set at $51.6 million, excluding electricity costs.
MMIILLLLEENNIIAALLSS AANNDD CCAARRSS
According to Manhattan Institute Senior
Fellow Mark Mills: J.D. Power has found that
millennials are the fastest growing class of
car buyers. Edmunds reports that millennials
lease luxury brands at a higher rate than
average. Nielsen reports millennials are 40%
more likely than average to buy a vehicle over
the coming year. Overall electric-car sales are
down 20% this year, with SUV sales up 15%.
Urban dwellers? Mills says the latest Census
reveals a net migration of millennials from the
city to the car-centric suburbs is already
under way. A survey sponsored by the
National Association of Home Builders finds
66% of those born since 1977 say they plan
to live in a single-family suburban home.
The FLP team consists of Star
America Infrastructure and Aldridge
Electric, Inc. as equity owners with
Aldridge Electric, Inc. also acting as the
design-build contractor, Parsons
Brinckerhoff, Inc. as the designer, and
Cofely Services, Inc. acting as opera-
tions and maintenance provider.
Financing was provided through a
private placement with Allianz Life
Insurance of North America (a
Blackrock Capital entity) with Star
America and Aldridge Electric con-
tributing equity to the deal.
During the 13-year operating peri-
od, MDOT will make service pay-
ments to FLP quarterly in exchange
for performance of services with a
component of such payment subject
to FLP’s actual energy consumption
being less than MDOT’s theoretical
energy consumption. I
Public Works Financing | September 2015 9
HHEENNRRIIKKSSSSOONN TTOO RRUUNN SSKKAANNSSKKAA PP33SS
Johan Henriksson was appointed Executive
Vice President of Skanska Infrastructure
Development in North America, replacing Karl
H. Reichelt, effective January 2016. Reichelt
held a number of positions in government before
joining Skanska in 2006. Henkiksson previously
served as CFO for Skanska Infrastructure
Development AB where he was responsible for
the accounting and reporting of the firm’s
investments in concession companies worldwide.
He was also CFO for Skanska USA’s Civil divi-
sion where he managed over 100 people in the
accounting and financing department. Most
recently, Henriksson led the firm’s winding
down of operations in Latin America as presi-
dent and CEO of Skanska Latin America.
In May 2015, Skanska’s team was selected as
the preferred bidder to work with the Port
Authority of New York and New Jersey to rede-
velop LaGuardia Airport's Central Terminal
Building. The RFQ for that project was issued in
October 2012. I
10 Public Works Financing | September 2015
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JJuullyy--AAuugguusstt 22001144
Volume 295
The Journal of Record
for public-private partnerships
since 1988
In April the conservative magazine The Weekly
Standard published a five-page cover story called “HOT
and Bothered,” which characterized the express toll lanes
project on the Capital Beltway (I-495) as “another night-
mare from the suburbs-hating traffic planners.” The arti-
cle grossly misrepresented how this Fluor/Transurban toll
concession project came about, and also attacked the prin-
ciple of express toll lanes as horribly elitist: the cover
illustration showed an overhead sign separating traffic
into “Express Lanes” and “Riff-Raff.”
You might think a conservative magazine would favor
ideas like market pricing and infrastructure privatiza-
tion—but not in
this
case. Author Jonathan
Last portrayed the con-
cession as an example of
“crony
capitalism,”
completely
misunder-
standing how Virginia’s
Public
Private
Transportation
Act
works. He characterized
the deal as yielding “pri-
vatized
profits
and
socialized losses,” ignor-
ing the shift of both con-
struction cost risk and
traffic & revenue risk to
the concession company.
And he claimed that most of the money invested in the
project was from “taxpayers,” not the private sector, by
counting only the equity investment as private—even
though Fluor/Transurban is fully at risk for debt service
on the private activity bonds and TIFIA loan.
Where do these ideas come from? I’ve been research-
ing this subject for a chapter in my forthcoming book on
21st Century Highways. My research has found a grow-
ing network of grass-roots, right-wing populist groups
opposing tolling and P3 concessions. One of the origina-
tors of many bogus arguments on these subjects is a San
Antonio housewife, Terri Hall, founder of the group
TURF (Texans United for Reform
and Freedom). Her
efforts helped bring about a two-year moratorium on con-
cessions in Texas in 2007. This year she led a successful
effort to change the platform of the Texas GOP from pro-
tolls to anti-tolls. And her anti-tolls, anti-P3 agitation
appears to have swayed GOP gubernatorial candidate
Greg Abbott (the likely successor to pro-tolls Rick Perry)
to adopt anti-toll positions.
But Terri Hall’s grass-roots activism has consequences
far beyond Texas. Similar
right-wing
populist
groups
are
actively
opposing P3s and tolling
in Florida, Georgia, and
North Carolina. Each is
also led by a crusading
housewife, and their web-
sites use many of the
same
terms
(toll-tax,
crony capitalism), argu-
ments
(abridging
state
sovereignty, most of the
funding is from taxpayers,
etc.) and materials (such
as the video “Truth Be
Tolled”). When Georgia
Gov. Nathan Deal terminated in mid-procurement the P3
concession for Atlanta’s West by Northwest express toll
lanes project, it was the state sovereignty issue that he
cited. The North Carolina group (whose website is called
P3times.com) campaigned hard against the I-77 express
toll lanes project, fortunately without succeeding.
The right-wing populists in Florida have failed to dent
this state’s steady progress with tolling and concessions,
but their current effort is attempting to derail All Aboard
IT’S TIME TO RESPOND TO POPULIST OPPOSITION
by Robert W. Poole, Jr.
PUBLIC WORKS FINANCING Richard Fierce, Sr. VP, Fluor Corp.
“PWF is the #1, must-read
publication in our industry.”
Public Works Financing | September 2015 11
WHERE DID P3
DEAL FLOW
GO?
. . .
As the head of one P3 pursuit team put it recently:
“It’s a good time for consultants.” A government advi-
sor says we’re in the “dark ages.” The head of business
development for a major P3 developer says we’re back
to where we were 10 year ago. What’s wrong?
The Highway Trust Fund
With all-or-nothing conservatives now calling the
shots in Washington, there is little chance of any
meaningful increase in transportation funding, at least
until after the Presidential election, if then. A gas tax
increase and Interstate tolling are off the table, mak-
ing “pay fors” and repatriation proceeds the only
remotely possible source of new revenue. Claiming any
of those funds to augment gas tax deposits into the
highway trust fund is a long shot.
Talk of a long-term reauthorization of the highway
bill is fading as is the ability of states to program fund-
ing for new projects. That’s especially the case with the
long-term commitments needed for mega-project P3s
funded with availability payments. Toll projects
financed with nonrecourse debt are a better bet, but
are increasingly rare.
TIFIA
TIFIA lending has fallen off sharply in 2015 for both
P3 and traditional projects. 2014 was the best year
ever for the federal loan program—12 projects totalling
$8.4 billion in subordinated debt. As intended by Sen.
Barbara Boxer, many of those loans were for highly
rated rail projects being built by California counties
using sales taxes. So far, in 2015 there have been six
deals totalling $2.2 billion in TIFIA loans. More than
half of that is for the East Link rail extension in
Seattle.
All Washington can do now is get out of the way, as
the Obama Administration is trying to do by expedit-
ing federal permitting (while at the same time adding
to the regulatory mandates imposed on the infrastruc-
ture industry.)
From a federal funding perspective, the state of P3s
is not good.
The Transportation Bond Market
Likewise, transportation bond issuance at the state
level has fallen off steeply. New municipal debt
issuance, including PABs, for all transportation pro-
jects is down 44% in the first half of 2015 from the year
before—from $12.95 billion to $7.26 billion (Security
Data). Indications are that the second half of 2015 will
be more of the same bad news, caused partly by the
sorry state of the federal highway program.
States are addressing the funding problem. Twenty
have increased or indexed gas taxes in the past three
years (American Petroleum Institute). An additional
20 states are publicly considering a variety of ways to
increase transportation funding, including mileage-
based user fees (Arizona and Florida).
No Republican legislator in Congress has publicly
supported Tom Carper’s gas tax bill in the Senate.
About 20 would be needed for passage. The 18.3
cent/gallon federal gas tax is unchanged since 1993,
Zoe Marwick, commercial
director at Skanska
Infrastructure Development, on
TIFIA vs. bank financing:
“It is a fundamental of our world
that you align risk and reward. I get
that the departments of transportation
want cheap money. Right now, though,
the departments of transportation are
taking the benefits of TIFIA in lower
costs, and the bidders take the risks of
having to be the borrower with a lender
with whom they cannot interface.
From a borrower’s perspective, I
would rather bring my relationship
banks to the table with me than TIFIA.
If I will be at the table with TIFIA on a
$1-billion loan, especially with the long
time it takes on a project like I-4 [in
Florida], then I want to be able to com-
pare my TIFIA financing and my bank
financing.
If you look at the difference between
what people bid on committed financ-
ing, between the TIFIA term sheet and
the package of diligence and documen-
tation that is put together on the bank
financing, the difference between these
two is a really clear indicator of the lack
of comfort the bidders have with the
TIFIA process. We would never in good
conscience go to investment commit-
tee and say, “I have this 20-page term
sheet, and I can understand approxi-
mately half of what it means, but it will
be fine.” I
while roadbuilding costs have increased by 55%.
Twenty Republican governors have supported gas
tax increases since 2013. That group was led by
Pennsylvania Gov. Tom Corbett, who pushed
through a $2.3 billion/year gas tax increase in 2013
(and lost his reelection bid to a political novice a
year later.) Seven of nine governors signing gas tax
increases so far in 2015 are Republicans. NJ Gov.
Chris Christie may be the eighth once he’s done run-
ning for President. (Although he vetoed a P3 bill last
month.)
The hitch at the state level is that only a few of the
states that have voted to increase gas taxes also have a
transportation bonding program that’s large enough to
allow them to assemble the funds needed for large pro-
jects, design-build in particular. Eleven states have active
debt programs. Only Pennsylvania and to a lesser extent
Virginia have the ability to accelerate large projects.
AAnnaallyyssiiss ooff SSttaattee PP33 MMaarrkkeettss
TTeexxaass
Twenty toll roads have been built in Texas since the
Dallas North Tollway was opened in 1968. Except for
some toll authority roads in Dallas and Houston, that
may be it.
Anti-toll sentiment has grown so intense that Texas
A&M was paid by the legislature last year to study the
consequences of shutting down all 20 toll roads. That’s
not likely, but new toll roads and P3s are almost cer-
tainly off the table for the foreseeable future and prob-
ably longer—for two reasons.
One: A referendum on Nov. 3 will
probably result in a Constitutional
change in road funding that eventual-
ly will add as much as $5 billion a year
in sales tax proceeds to the Highway
Fund. None of that money can be used
to support new toll roads. A legislative
report in March will assess the impact
of eliminating toll financing of new
projects.
(Anticipating a positive outcome, the
Texas Transportation Commission
recently approved a non-toll option for
funding Highway 281 in Bexar County.
The $530-million project near San
Antonio was proposed as a toll road in 2005. Bankers esti-
mate it could support about 70% of its cost from tolls.
That’s far more than other potential toll projects in small-
er, more rural counties.
Similarly, in Corpus Christi, the $115-million gap
financing piece of the New Harbor Bridge procurement
was eliminated recently, after TxDOT found all the
money it needed to build the $828.7-million DBM pro-
ject, which was awarded to Dragados/Flatiron.)
Two: Even absent the new money, TxDOT is chang-
ing in a way that will empower local anti-toll forces
and opponents of P3s.
A major cultural shift is underway. Lt. Gen. Joe
Weber, USMC, (Ret), Gov. Abbott’s newly appointed
executive director of TxDOT, is moving quickly to take
planning control away from Austin and delegate it
back to the agency’s 25 district engineers around the
state. The agency was originally run by military man-
agers who favored decentralized control.
An October report on Weber’s reorganization plans
is expected to map out a return to those roots.
Most immediately affected could be Russell
Zapalac’s planning group in Austin, which oversees
statewide planning, environmental, rail, transit and
maritime activities. Zapalac also leads TxDOT’s alter-
native delivery and P3 program.
TxDOT’s district engineers are more attuned to
local politics and needs, and—so the thinking goes—
will be able to plan and advance projects more quickly.
A big question is whether the 25 districts will be able
to retain enough talent during the transition to spend
the new money efficiently.
12 Public Works Financing | September 2015
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CCaalliiffoorrnniiaa
In California, there are $40 billion worth of potential
P3 projects, but many depend on renewal of the
enabling law for transportation P3s which sunsets
December 2016. The P3 bill on the table now, AB X1
12, is attached to a major transportation funding pack-
age promoted by Gov. Jerry Brown. Conservatives
voted down Brown’s big new spending bill a few weeks
ago. If a second try also fails, P3 supporters will have
only a few weeks in January 2016 to win passage of a
hard -won extension of what most see as a flawed law.
Prospects for P3s statewide could darken if Bruce
Blanning, Executive Director of the Professional
Engineers in California Government (PECG) gets his
way, as he usually does. Blanning has agreed to allow
renewal of the existing P3 authorization as long as
design-build construction inspection responsibilities
are assigned to his members, Caltrans engineers.
Many of the big design-build transportation projects
in California have experienced large cost overruns,
partly due to problems related to delays caused by
Caltrans oversight. Ann Mayer, Executive Director of
the Riverside County Transportation Commission, has
publicly stated more than once that RCTC would have
no interest in using the P3 law if the PECG provisions
are included.
L.A. Metro is pursuing its own P3 enabling law that
would address the PECG issue and fix many of the
shortcomings in the existing statewide law. If success-
ful, the state’s largest regional transportation agency
has a large pipeline of big projects it might pursue.
Public Works Financing | September 2015 13
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THE HUGE COSTS OF
PERMITTING DELAYS
Delays in approving infrastruc-
ture projects cost the nation more
than twice what it would cost to
fix the infrastructure, according
to a new report released Sept. 2
by Common Good, the nonparti-
san government reform coalition.
Those approvals can take a
decade or longer, and the report
shows that a six-year delay in
starting construction on public
projects costs the nation over $3.7
trillion, including the costs of pro-
longed inefficiencies and unneces-
sary pollution. That’s more than
double the $1.7 trillion needed
through the end of this decade to
modernize America’s decrepit
infrastructure.
Titled “Two Years, Not Ten
Years: Redesigning Infrastructure
Approvals,” the report includes the
direct costs (legal, administrative,
and overhead), the opportunity
costs of lost efficiencies during the
years of delay, and the environ-
mental costs of antiquated infra-
structure during the delay. These
costs are estimated for electricity
transmission, power generation,
inland waterways, roads and
bridges, rail, and water.
“The upside of rebuilding infra-
structure is as rosy as the down-
side of delay is dire,” said Philip
K. Howard, Chair of Common
Good. “America can enhance its
competitiveness, achieve a green-
er footprint, and create upwards
of two million jobs. Americans
clearly want infrastructure
improvement – not further waste
and inefficiency.
The question is: Will the feder-
al government make it happen?”
The full report, which proposes
four ways to speed reviews, is
available at
www.commongood.org I
14 Public Works Financing | September 2015
VViirrggiinniiaa
In response to an RFQ issued on Sept. 17, five
teams submitted qualifications Oct. 2 on one or more
of three options for delivering the $2.1-billion, I-66
managed lanes project in northern Virginia.
Conceptual financial proposals using a preliminary
traffic and revenue study from VDOT are due Nov. 30.
On Dec. 14, VDOT says it will shortlist three (but as
many as four teams) for each option. The options and
number of RFQ responses
received are:
• Revenue-risk DBFOM
with a potential public
contribution of about
$500 million (three
teams).
• Publicly financed
DBOM (five teams)
• Publicly financed DB
with ATCs, alternative
technical concepts (five
teams)
DBFOM teams
• T r a n s u r b a n
(70%)/Skanska (30%)
• Cintra (50%)/Meridiam (50%)
• Infrared (42.5%)/Isolux (42.5%)/Fluor
DBOM teams
• Dragados/Flatiron/Shikun & Binui + O&M
ACS/Hochtief
• Skanska/Archer Western + O&M Transurban
• Ferrovial Agroman/Allan Myers + O&M Cintra
• Fluor/Granite/Lane + O&M Fluor/URS
• Shirley/Facchina/Trumbull/Wagman + O&M VINCI
DB-ATC teams
• Dragados/Flatiron/Shikun & Binui
• Skanska/Archer Western
• Ferrovial Agroman/Allan Myers
• Fluor/Granite/Lane
• Shirley/Facchina/Trumbull/Wagman
Each of the options has significant issues. For
instance, VDOT has never asked for or evaluated
ATCs for a large design-build project or P3.
Presumably, it will rely on its consultants to do this on
I-66. In any case, big scope reductions may not be pos-
sible. The winning bidder on Florida DOT’s I-4
Ultimate project (a DBFOM, availability payment
with comparable scope) had 25 ATCs approved with
its bid. With a DB cost of $2.3 billion, the approved
ATCs netted $86.9 million in savings and 78 schedule
days saved. While
these numbers are not
trivial, that’s only
3.8% in cost reduction
on I-4 Ultimate.
The aggressive
schedule set by VDOT
for submitting concep-
tual financing propos-
als, due in November,
are intended to give
the legislature the
information and time
it needs to evaluate
public finance options
when the session
starts in January.
Among others, VDOT’s
CFO John Lawson is a proponent of public finance
and wants that option on the table in the I-66 bidding.
By moving quickly, VDOT also prevents competing
projects from getting to Richmond ahead of I-66.
MMaassssaacchhuusseettttss
Massachusetts is slowly advancing two potential
P3 projects but won’t be ready to begin a procurement
until MassDOT completes environmental studies,
which could take years. Republican Gov. Charlie
Baker, who might be expected to push the EIS process,
could face a challenge from Sen. Elizabeth Warren in
2018 when he’s up for reelection. Baker probably
won’t want to be perceived as a P3 promoter in that
contest.
MMiissssoouurrii
Missouri I-70—The project needs P3 enabling leg-
islation and state legislature approval to toll some or
all of the 200-mile segment that needs rebuilding. The
Missouri Highways and Transportation Commission
is unanimously in favor of tolling I-70, says Stephen
R. Miller, its chairman, who is meeting with state
Public Works Financing | September 2015 15
truckers this month. But, he says “We’re looking at
several years” of development, even if the legislature
signs on next year, as hoped.
KKeennttuucckkyy
Brent Spence Bridge, Kentucky-Indiana—Anti-toll
forces in Kentucky are cutting off the only source of fund-
ing for the project. “We’re still light years away from get-
ting our side done,” says Rep. Leslie Combs (D-Ky).
MMaarryyllaanndd
Funding for the $2.1-billion Purple Line light rail
project is becoming less certain as time passes, and
key members of the project staff have quit in the past
month. Most critically they include Henry Kay, the
Maryland Transit Administration’s executive director
for transit development and delivery, Ronald L.
Barnes, Senior Deputy Administrator and Chief
Operating Officer, and Jodie Misiak, MTA’s manager
of innovative finance. DBFOM bids from four short-
listed teams that were competing for the Purple Line
P3 are due Nov. 17.
CCoolloorraaddoo
I-70 East—the procurement effort for the I-70 East
DBFOM project in Denver went into high gear this
month with the release of a first draft of an RFP to
four shortlisted teams. Colorado Dept. of
Transportation (CDOT) will fund the $1.17-billion
project with availability payments to the winning
developer offering the greatest scope and optimal
operating and life-cycle maintenance cost. I
A common question nowadays is: Why has the US
P3 market slowed down? There’s no one answer but
instead a number of factors, including unexpected
election results, lack of funding, untested govern-
ment programs and erratic public support. Let me
add one more reason to the list: Concern over gov-
ernment credit ratings.
When governments consider the most efficient
delivery method for large scale infrastructure pro-
jects, many factors are evaluated, but the rating
agency treatment of availability payments (AP)—the
long term, contractually obligated payments paid if
the project was available—was not a crucial factor.
Governments considered the AP similar to a lease.
That view has changed. Over the past six months,
each rating agency published papers on this topic.
Bottom line: All view AP as “debt-like obligations” of
the government. Each rating agency makes an
adjustment to the government’s debt statement to
fully capture the government’s retained risk, assum-
ing any realized liabilities would be debt financed.
The rating agencies approach intends to provide bet-
ter comparability and visibility to investors because
they don’t believe the accounting requirements pro-
vide consistency and are subject to interpretation.
Under GASB, the projects are not considered a lease
and most projects are out of scope for GASB 60,
which is the reporting standard for Service
Concession Arrangements.
The rating agencies consider several factors. To
begin, no adjustments are made for demand, or rev-
enue risk projects, such as toll roads since the gov-
ernment makes no project payments nor has any
contingent liabilities, as was the case with the
Indiana Toll Road Concession.
Several key features must be present for AP pro-
jects to be considered debt like. Generally, the gov-
ernment’s obligation is a long term commitment to
an essential public infrastructure it owns and that
is operated under a legislatively approved authori-
ty by a private operator through a long-term agree-
ment. In contrast to a lease, the government will
make a termination payment if the project is can-
celed early due to a default. The termination pay-
ment is a contingent liability of the government.
Each rating agency’s approach varies slightly and
has different implications. Moody’s and Fitch are
similar in that they cap the liability at the amount of
the project debt and apply the debt once the project
is operational. In most cases, Fitch adds the total
project debt to the net debt of the government entity
while Moody’s includes the greater of the project
accounting value or the project termination pay-
ment, generally 80% of the project debt. No adjust-
ments are made for milestone payments.
S&P views the milestone payments as debt. It
adds the annual milestone payments to the govern-
ment debt at the project’s financial close and excludes
the amounts in the current budget. For the AP—the
stream of committed payments—S&P adds the net
present value of the capital portion of all future avail-
ability payments, discounted by the government’s
16 Public Works Financing | September 2015
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ARE AVAILABILITY PAYMENT OBLIGATIONS DEBT?
By Jodi Hecht, JEH Advisory
Public Works Financing | September 2015 17
capital cost, to the debt state-
ment when the project opens.
Every rating agency will give
“self-support” or eliminate the
additional debt or contingent lia-
bility risk if the project establish-
es a track record of revenues that
funds annual availability pay-
ments, either partially or fully.
For example, if the toll revenues
collected by the Indiana Finance
Authority (IFA) on the Ohio
River Bridges East End Crossing
are equal to the AP owed to WVB
East End Partners under the agreements, the addi-
tional debt will be removed during the credit evalua-
tion. Self-support is generally established after three
years of stable performance.
The impact is to raise the government’s net debt for
a short period. Two states with a number of AP pro-
jects are highly rated with low to moderate debt oblig-
ations. These are Florida (AAA, Aa1, AAA*) and
Indiana (AAA, Aaa, AAA*) which guarantees IFA’s
obligations.
These AP adjustments have no impact now;
Florida has three AP projects with two operational
and Indiana has two under construction. The impact
will be felt during the screening for future projects.
An example is the Ohio River Bridges Crossing
project with debt issued through the IFA. S&P cites
the “increased exposure to contingent liquidity risk
tied to P3” as a downside risk for the IFA as it looks
to future projects. Using S&P adjustments, which
are publicly available, based on information from
June 2014, Indiana incurs $338 million milestone
payments through 2016 and debt obligations of $789
million in 2016 once the bridge opens.
The adjustment increases net debt by 24% when
the bridge opens **. Potentially, three years later, in
2019, after collecting the projected toll revenues as
expected, the capitalized AP would be eliminated,
reducing total state debt to $1.56 billion. This
amount is lower than the net debt in 2014 assuming
no increases or decreases in state obligations during
this period because all adjustments for the project
are eliminated.
The implications of these adjustments are two-
fold. Initially, AP projects may not move forward
because governments fear these adjustments may
endanger current ratings for a short period. No state
wants to lose a ‘AAA’ rating or even tempt an outlook
change while new projects open (add additional debt)
and establish a revenue track record (subtract addi-
tional debt). Local governments typically have high-
er debt obligations and would likely be more con-
strained than states.
Second, the adjustments favor revenue generating
projects, such as toll roads, because those may qual-
ify as self-supporting and eliminate the adjustment.
Judicial facilities and hospitals generate fees, but
not enough to support annual AP. However, large
governments typically lack sufficient accounting con-
trols to identify user fees generated by each facility
to establish self-support. Social availability projects
already struggle without access to the tax exempt
debt markets.
Finally, rehabilitation of existing infrastructure,
the most needed projects such as the Rapid Bridges
project in Pennsylvania, will also suffer from these
adjustments.
Does this signal the end of the U.S. AP market?
Probably not. Governments didn’t enter this market
solely for off-balance sheet financing. Tim Wilshetz,
a Partner in KMPG’s Infrastructure Advisory prac-
tice, believes that “governments value a variety of
factors gained from the P3 delivery method” such as
lifecycle risk transfer and expedited project construc-
tion, and should assign relative value to the most
important factors.
In Canada these adjustments did not limit the P3
market as the provinces funded sizable P3 projects
!
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18 Public Works Financing | September 2015
as part of the operating budget. This view is shared by
Paul Judson, a Senior Director at Standard  Poor’s,
Analytic Manager for the International Public
Finance (IPF) practice in Canada, who feels that debt
is not a major factor in the IPF ratings. It is one of the
rating factors and weighted only 10% in the analytic
scoring. Moody’s uses similar weighting for debt (20%
which includes unfunded pension liabilities). “It’s not
the countries with the highest debt that default,”
Judson says. “Often those countries have deeper
economies and secondary markets. Rather it’s the
countries with weak liquidity and financial manage-
ment that ran into trouble.” I
*Ratings by Fitch, Moody’s and SP respectively.
** Assuming no change in state debt.
After years on the sidelines, the Port Authority of
New York and New Jersey now is trumpeting its com-
mitment to alternative delivery and public-private
partnerships. Its success so far in procuring a 40-year
DBFM contract and building the $1.436-billion
replacement of the Goethals Bridge is helping to build
the case for P3s in the northeast, where governments
have been slow to adopt the alternative delivery model
based on lowest life-cycle costs.
The Goethals P3 team includes NYNJ Link
Developer LLC, comprised of Macquarie (90%) and
Kiewit Development (10%); the contractor joint ven-
ture Kiewit-Weeks-Massman (KWM); engineer of
record, Parsons Transportation Group; and lenders’
technical advisor, Arup USA.
Goethals is an important bridge. It was the Port
Authority’s first major construction project, opening in
1928. It is Kiewit’s first P3 as an equity investor. It’s
the Port Authority’s first long-term DBFOM project.
It‘s the first new bridge to be built in New York City
since 1932. And Goethals ranks fourth in net income
(about $100 million/year in toll revenues) among the
Port Authority’s 22 infrastructure assets.
Two Bridges
Technically, Goethals is a relatively straightforward
project involving linear construction of twin cable-
stayed toll bridges to replace a functionally obsolete
and heavily congested crossing of the Arthur Kill
waterway between Elizabeth NJ and Staten Island,
NJ. The Port Authority’s Bayonne Bridge heightening
project, being built nearby under a design-bid-build
contract, is far more challenging and time sensitive,
due to Post-Panamax shipping needs. Kiewit is leading
the construction effort on the Goethals Bridge and is a
partner on the Bayonne Bridge.
KWM’s design-build contract with NYNJ Link for
Goethals totals $938 million. During the five-year con-
struction period, the project will receive five milestone
payments from the Port Authority totaling $150 mil-
lion. That money will be used to fund construction and
distributions to equity, which constitutes about 11% of
the invested capital.
Jodi Hecht is providing strategic and credit
advisory services. She is a former rating analyst,
with more than 20 years experience at Standard
 Poor's in project finance, infrastructure and
public finance.
A STRONG START FOR GOETHALS BRIDGE P3
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Once the project reaches substantial completion,
annual payments effectively equivalent to traditional
availability payments will be made by the Port
Authority to NYNJ Link during the 35-year operating
period. Macquarie and Kiewit will self-perform bridge
maintenance over that
period. The Port
Authority will run toll
collections.
The nonrecourse pro-
ject debt to be repaid by
the developer comprises
$453.3 million in long-
term tax-exempt private
activity bonds as senior
debt and a $505.3 million
TIFIA loan as subordi-
nated debt. Assured
Guaranty insured $101
million of the PABs.
On Schedule
Work on the Goethals approaches started in
December 2013. The project is 38% complete. That’s
only a month off the schedule set two years ago in the
winning bid by NYNJ Link, which calls for substantial
completion by Dec. 29, 2017.
Costs are close to estimates so far but requested
change orders are stacking up. That’s partly due to the
addition of a “means restriction fence” to discourage
suicides.
The addition of the fence necessitated additional
wind tunnel testing and re-design to parts of the
bridge. The Port Authority’s original design parame-
ters told bidders not to preclude installation of such a
fence, so there is some disagreement on this point.
Industrial waste issues have also affected costs:
Extensive remediation needed on the New Jersey side
has forced the drilling of shafts for the bridge founda-
tion to hopscotch around waste sites rather than pro-
ceed sequentially in a straight line along the align-
ment.
V-Shaped Towers
For aesthetic and height limitation reasons, the
Port Authority required that the four, 272-ft-tall main
span towers not follow the vertical “smokestack”
design commonly used on other bridges. The 5% slant
proposed by NYNJ Link for the towers at Goethals is
adding considerable cost and time as compared to a
vertical structure. But the V-shape is expected to
improve the look of the relatively squat bridge whose
height is restricted to avoid impinging on the flight
path to Newark airport.
The NY State
Thruway Authority
selected a version of the
V-shaped towers for the
Tappan Zee Bridge
replacement project,
which, like Goethals, will
be a cable-stayed bridge.
The slanted towers
require substantially
more labor to build. For a
variety of other reasons,
progress has been slower
than expected on the
$3.2-billion Tappan Zee
Bridge project, New York’s
first under a design-build contract. A limited notice to
proceed was issued in October 2012. Construction
began in October 2013, and is now about a year behind
schedule, which calls for completion in April 2018.
“ACTIVE AUDITOR”
SEEKING THE RIGHT
PUBLIC-PRIVATE BALANCE
In a DB contract, the government’s aim is to trans-
fer more risk than is typical in a DBB contract. The
design-build team crafts its bid based on the assump-
tion that it will have enough control of the construc-
tion process to manage the additional risk. For a P3 to
work well, government must relax its oversight role of
the DB process and trust that the quality checking
done for both the P3 lenders and equity investors will
protect the public interest.
Making that leap has been difficult for many public
owners. It took 10 years for the Port Authority’s tech-
nical and legal staffs to accept P3 delivery of the
Goethals project (after a strong push from then execu-
tive director Chris Ward, and expert quarterbacking
by his successor, Pat Foye.) It’s not surprising then
that oversight of the DB team by Port Authority engi-
neers is at an extremely high level.
The Port Authority sees its role as an “active audi-
Public Works Financing | September 2015 19
Slanted towers will distinguish Goethals Bridge
20 Public Works Financing | September 2015
tor” of the private design and construction quality on
Goethals. The details of the owner’s oversight were
closely negotiated by the private builders.
KWM’s design partner, Parsons Transportation
Group, is the engineer of record under a $51-million
lump-sum contract. NYNJ Link Developer LLC hired
KS Engineers for construction inspection and
International Bridge Technologies as bridge check
engineer. All of the private advisory work is done
under fixed-price contracts.
The construction schedule and substantial comple-
tion date are all fixed in the project agreement with
the Port Authority. Late completion, though unlikely,
would trigger liquidated damages of $178,050 per day,
payable to the developer by KWM. That’s a lot of rea-
sons to come to terms on the partnership piece of the
P3 model. I
Editor/Publisher
William Reinhardt/Westfield, NJ
(908) 654-6572
pwfinance@aol.com
PWF International Editor
Dominic Curcio/Madrid (34) 91 413-7316
dcpwf@magisnet.com
PWF Canada
Dan Westell/Toronto (416) 538-2382
nowes@sympatico.ca
General Manager
Elizabeth B. Reinhardt/Westfield, N.J.
(908) 654-6572
libbybr@hotmail.com
Artist/Ilustrator
Kevin Sacco
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LAGUARDIA P3 CONCERNS
The good news so far on Goethals Bridge may help
P3 advocates make the case for the risk transfer ben-
efits of DBFOM contracts (especially if the Port
Authority explains its model to the larger P3 indus-
try, which it hasn’t yet.)
Conversely, P3 delivery in the region could be set
back by the confusion caused by last-minute political
involvement in the Port Authority’s DBFOM procure-
ment for a new central terminal building at
LaGuardia Airport.
Among other things, the major changes in the Port
Authority’s LGA design that were announced by Gov.
Andrew Cuomo in August under normal circum-
stances would require another look at the environ-
mental impact reports for LGA.
The Port Authority believes it can advance the
redesigned project relatively soon. It has been in close
negotiations with the selected development team, led
by Skanska, and intends to break ground in March or
April 2016.
Funding for the $4-billion project also is a concern,
largely because costs are uncertain and forecasted
revenues from retail concessions are being relied
upon to finance most of the work. For that reason,
some call it the “hot dog project.” I
Public Works Financing | September 2015 21
I P3 Savings On St. Lawrence Bridge
A federal government report outlining terms of the
DBFM contract for the new Bridge for the St.
Lawrence in Montreal said the P3 will save Cdn $1.75
billion (in current dollars), compared with a design-
bid-build procurement. About Cdn $800 million will
come from savings on construction, OM and rehabil-
itation costs, and Cdn $1 billion from risk transfer.
The report identified a “fragile” combined sewer main
close to the project site as one big risk, and a former
waste-disposal site as another.
Construction will
account for Cdn $2.2 billion
of the total contract; opera-
tions, maintenance and
rehabilitation over the 30-
year period Cdn $754 mil-
lion.
The provisions are part
of the Cdn $4-billion feder-
al government DBFM con-
tract awarded in June to
the Signature on the Saint
Lawrence Group, held 50-
50 by SNC-Lavalin and
ACS Group. Construction
started in June, and the
replacement for the
Champlain Bridge is sup-
posed to open Dec. 1, 2018,
while related corridor work
has a deadline of Oct. 31,
2019.
The private partners
who have contracted for
the new bridge could face
penalties for missing substantial completion deadlines
on the bridge, beginning at Cdn $100,000 per day for
the first seven days and rising to $400,000 per day, to
a maximum of Cdn $150 million.
The short timeline was a notable feature of the pro-
ject, and work on the new bridge – across the St.
Lawrence River in the heart of Montreal – also has
potential to disrupt traffic.
According to a government report, the builders will
have to do any work that requires lane closures
overnight, with penalties for failing to keep three
lanes open starting at Cdn $250-$750 per lane/per
hour, and rising to Cdn $1,000 to $2,000 per hour for
all three lanes.
According to the report, the consortium will get Cdn
$500 million when the work is half completed, project-
ed to be in the fall of 2017; Cdn $700 million when the
bridge opens; and Cdn $500 million when the entire
corridor is open.
Stantec and Ramboll of Denmark will ensure com-
pliance with the agreement under a Cdn $22-million
contract. It was chosen by the private partner from a
pool of firms qualified by the government. Arup
Canada will be owner’s engineer under a seven-year
contract worth about Cdn
$20.4 million.
As well as the penalties
for missing bridge dead-
lines, there are also penal-
ties for delays on related
road corridor work (to a
maximum of Cdn $5.5 mil-
lion), violating noise stan-
dards in “sensitive” areas,
and failing to maintain the
road surfaces.
I Toronto Island
Tunnel Opens With
Dispute
The public and private
partners in a Toronto P3
project with a build cost of
Cdn $82.5 million are seek-
ing millions from each
other, including money
related to extra working
days.
Ports Toronto, a federal
agency, contracted with a group led by Forum
Infrastructure Partners for an 853-foot DBFOM tun-
nel to link the Billy Bishop Toronto City Airport on the
islands in Toronto harbor with the mainland.
Construction started in March 2012, and the tunnel
opened in July this year, four months after the maxi-
mum two-to-three year period Ports Toronto had
expected.
Canadian
Infrastructure Finance
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environmental services
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22 Public Works Financing | September 2015
According to the agency’s financial report, Forum is
looking for Cdn $10.7 million from Ports Toronto, and
Ports Toronto wants Cdn $3.4 million from Forum.
The private claim includes money related to 201 extra
working days.
PCL was the lead contractor on the project, Arup
the lead designer, and Technicore Underground the
tunnel contractor. Johnson Controls is the facility
manager. The consortium will be paid Cdn $8.6 million
a year under a 20-year operating agreement. The pro-
ject is being paid for through a Cdn $5-per-passenger
bump in airport improvement fee charged to departing
travelers.
Neither Forum nor the agency would comment on
the dispute.
I Saskatchewan P3 Savings Counted
The province of Saskatchewan has saved Cdn $570
million on three recently closed P3 deals, the govern-
ment says. With a population of about 1.1 million,
Saskatchewan is smaller than
41 U.S. states, but jumped into
P3 infrastructure in 2012 with
the creation of a government
agency, SaskBuilds.
Since early August, it has
closed three projects—a
bypass around the capital,
Regina; a package of 18
schools (on nine sites, each one
with a Catholic and public
school); and a mental health hospital with a criminal
unit.
The savings over the traditional model, calculated
by Ernst  Young or other advisors, were Cdn $380
million on the bypass, Cdn $100 million on the schools,
and Cdn $90 million on the hospital. However, the lack
of detailed value-for-money reports on how the savings
were calculated – the reports are expected by yearend
– led the opposition to claim the numbers were spun.
The Regina bypass is a Cdn $1.88-billion (current
dollars) DBFOM project (including 30 years of mainte-
nance) won by a consortium called Regina Bypass
Partners. Vinci has 37.5%, Parsons 25%, Connor Clark
 Lunn GVest 25%, and Gracorp Capital 12.5%. The
partnership borrowed Cdn $628.6 million. National
Bank is the financial partner.
The approximately 400 lane-kms will be built by a
DB venture with Carmacks (18.75%), Vinci (18.75%),
Graham Infrastructure (37.5%), and Parsons (25%). A
Vinci subsidiary will do the maintenance and opera-
tions for 30 years.
The DBFM 30-year schools contract, valued at Cdn
$635 million in current dollars, was won by the Joint
Use Mutual Partnership team headed by Concert
Infrastructure. Bird Capital and Bird Design Build
Construction, Johnson Controls and Scotiabank are
also in the group.
The 284-bed hospital and secure unit for prisoners
with mental-health issues has a Cdn $407 million
price, including maintenance over 30 years. The
DBFM contract was won by Access Prairies
Partnership, which includes Graham Design Builders,
Carillion and Gracorp, with Carillion and Graham
affiliates providing maintenance. The group borrowed
Cdn $178.7 million for the project.
In yet another Saskatchewan deal, the City of
Saskatoon awarded a DBFOM
contract for two new bridges to
Graham Commuter Partners:
Graham, Buckland  Taylor,
Gracorp Capital, National Bank.
The estimated capital cost of the
two bridges over the South
Saskatchewan River is estimat-
ed at Cdn $252.6 million. PPP
Canada will contribute up to
Cdn $66 million and the
province Cdn $50 million. The
city will pay Graham up to Cdn $120 million on sub-
stantial completion. Close is expected in October. I
. . . Latin American News
I Brazil Loosens Infra Bidding Rules
Pummeled by the worst recession in years, Brazil’s
government is dismantling protectionist business poli-
cies that have warded off international developers
when it most needs fresh capital. The Brazilian
Transport and Energy ministries are modifying tender
rules that upend the traditional business practice of
giving the lead role on infrastructure bid teams only to
Brazilian firms. Now international developers will be
allowed by law to head consortiums bidding for high-
way projects.
The government has plans to privatize 15 federal
roads this year and next. Road regulator ANTT is hop-
ing to bid out five road projects by the end of this year,
Public Works Financing | September 2015 23
three of them in the states of Minas Gerais and Golás
worth Reais 13.8 billion (US$3.3 billion). Privatization
of four airports has also been approved for launch this
year.
But the size of the task has grown for President
Dilma Rouseff following Standard  Poor’s downgrade
of Brazil’s bonds from BBB minus to BB+ hampering
investors’ trust in the ability of Brazil, Latin America’s
largest economy, to pull out of recession. Brazil’s cur-
rency has lost a third of its value this year.
SP’s downgrade immediately hit Brazil’s road
plans. Plans for the first project, the 493-km Rodovia
do Frango road system, became contentious when the
Transport ministry proposed an internal rate of return
on the deal of 9.2%. This drew fire from the nation’s
leading toll road operators-developers CCR,
EcoRodovias and Arteris, owned by Spain’s Abertis.
The proposed IRR looked good before Brazil’s down-
grade, but now needs to be above 10% to adjust to the
higher bank interest rates that will soon follow. The
deal is being reviewed by the Tribunal de Contas, the
nation’s top audit court, for approval prior to a tender
call by ANTT.
Rodovia do Frango is a system of four toll corridors
leading to the ports of Paranaguá and Santos in
Paraná and Santa Catarina states, contiguous to Sâo
Paulo state.
Together with steeper interest rates, investors also
face having to borrow more as national development
bank BNDES’s lending power has been curtailed to
10% - 25% of a road deal, down from (up to) 75%. As a
result, the shortfall will need to be filled by private
banks at market interest rates, increasing road costs.
For more relief, the government also proposes to
modify minimum capitalization requirements for indi-
vidual firms bidding on federal highways. Medium-
sized developers would be permitted to join together in
investment vehicles that, as a whole, could deliver the
minimum required capital. The proposal is up for
approval by Tribunal de Contas.
The proposal aims to spur bid competition with
highly capitalized parents of contractors that hold
almost exclusive access to federal highway sales,
including Odebrecht, Andrade Gutierrez and Galvâo
Engenharia. Meantime, the ban that resulted from the
Petrobras corruption scandal, barring them from bid-
ding on federal deals, has been withdrawn.
In addition to road deals, Brazil is planning to bid
out the upgrade and operation of four domestic air-
ports strung out along Brazil’s Atlantic shoulder in
Porto Alegre, Salvador, Florianopolis and Fortaleza.
The proposal is to turn them into international air-
ports and allow them to be run by international oper-
ators. The Brazilian government has instructed state
civil airport operator Infraero to review lease periods
and withdraw federal equity holdings for the forth-
coming tenders. The Sâo Paulo business press reports
that Brazil is also reviewing the sale of Infraero’s hold-
ings in its privatized international airports.
In the energy sector, loosened restrictions permitted
China’s Three Gorges electrical company to buy two
hydroplants for Reais 1.74 billion (US$435 million)
from local infrastructure developer Triunfo.
Meantime, finance minister Joaquim Levy recently
visited Madrid to discuss Brazil’s new infrastructure
plans.
. . . European News
I Abertis On the Move
Spain’s Abertis is poised to enter Italy’s toll road sys-
tem after securing exclusive rights for three months to
buy a controlling stake in a 156-km section of the A4
toll road combined in a package with a smaller route,
We create
future value
www.sacyr.com
Throughout its almost 20-year track
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than proven its expertise and technical
know-how, as well as its financial
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the design, financing, construction and
management of assets. This global
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its active project management, allows
the company to bring added value to its
concessions, thereby attracting financial
partners.
It currently operates over 30 infrastructure
concessions in six countries (Spain,
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within such sectors as motorways
(almost 3,000 kilometres), transport
hubs, hospitals (more than 3,000 beds),
metro lines, airports and service
areas.These assets have an average
remaining lifespan of 26 years.
24 Public Works Financing | September 2015
the 81-km A31. Abertis’s piece of the A4 is 156 km from
Brescia to Padua, passing Vicenza. (The entire A4
runs 517 km across northern Italy connecting Trieste,
on the Adriatic, and Turin in northwest Italy, passing
Venice and Milan on the way.) The A31 runs north-
south from Piovene, in northeast Italy, and intersects
with the A4 at Vicenza.
Abertis would pay Euro 1.2 billion (US$1.44 billion)
and another sum in dollars, US$450 million. A4
Holding, made up of Banco Intesa San Paolo, engi-
neering firm Astaldi, and a family investor copartner,
currently owns 44.5% of the route. Intesa San Paolo
owns a separate 6.5% stake.
Abertis faced a trio of tough rivals for A4 and A31.
Atlantia, Italy’s dominant road owner-operator,
Australia’s Macquarie, and Grupo Gavio, the Milan
based road developer-operator also bid. To win, Abertis
offered more than the Euro 1.1 billion (US$1.12 bil-
lion) asking price. Once due diligence is completed in
October, Abertis intends to close the deal and debut as
an Italian road operator by the end of the year.
At the same time, Abertis raised its equity in a
Chilean vehicle to become full owner-operator of two
roads. Through its local unit, Abertis Autopistas Chile,
it took on the 50% equity it did not own of investment
fund Estructura Dos Mil for Chilean pesos 93.5 billion
(US$130 million), becoming 100% owner of Autopista
del Sol, a 133-km road linking Santiago with the port
city of San Antonio, and Autopista Los Libertadores, a
road extending 116-km north of Santiago. The conces-
sions will end respectively, in 2019 and 2026. Their
2014 combined Ebitda was Euro 62 million (US$70
million).
In France, Abertis underwrote an agreement that
lengthens by 2 ½ years the life of its 1,760-km SANEF
highway network and a smaller system, SAPN. Toll
charges, which had remained frozen, will be allowed
annual hikes from next year to 2023 to compensate for
lost revenue. Abertis will contribute Euro 11 million
(US$12.3 million) to a French fund to improve state
roads.
In June, Standard  Poor’s upgraded Abertis’s long
term debt rating to BBB positive from BBB stable.
Abertis has reduced its net debt by almost 20% from
last year to Euro 11.2 billion (US$12.5 billion), which
delivered a ratio of 3.7 times net debt to Ebitda. The
debt cut was helped by a profit of Euro 1.677 billion
(US $1.9 billion), boosted by one-off capital gains from
the sale of 66% of its communications unit, Cellnex.
Stripping out extraordinary results, recurrent net
profit grew 5% boosted by traffic growth in Chile,
Brazil and France, where Abertis generates over 60%
of its revenues. Traffic in Spain rose 5.7%. Ebitda
totaled Euro 1.45 billion (US$ 1.6 billion) after strip-
ping out one-off impacts.
Abertis says it aims to use its financial muscle to
buy other assets in the U.S, Puerto Rico, Brazil, Chile
and Spain. In Spain, Abertis boosted to 50.01% its con-
trol over Tuneles de Cadi in Barcelona after purchas-
ing an additional 15.1 %.
I OHL Plans $1bn Capital Expansion
Spain’s OHL will sell Euro 1 billion (US$1.1 billion) of
new shares this fall to help lift the company out of a
plague of financial problems and to recover the invest-
ment grade rating of its corporate debt. UBS, JP
Morgan Chase, Merrill Lynch and Société Genérale
have been selected to handle the placement of new
shares.
OHL, S.A. says proceeds it obtains from the
planned capital increase will be used to reduce debt by
Euro 650 million (US$728 million) and to inject Euro
350 million (US$392 million) of capital into its conces-
sions unit, OHL Concesiones.
Public Works Financing | September 2015 25
OHL Executive President Jose Miguel Villar Mir,
the company’s controlling shareholder, has pledged to
participate in the capital expansion by purchasing,
together with his family, Euro 500 million (US$560
million) to retain control of OHL and keep an equity
stake of greater than 50%, currently at 59.9%.
To underwrite the OHL capital increase, Villar Mir
has sold shares in other assets he owns, including a
10% stake in a real estate company and a small stake
in Abertis.
In a blow to OHL, Moody’s placed on review for
downgrade OHL’s B1 debt rating. What pulled the
trigger was a dive in the stock value of OHL’s Mexican
unit, OHL Mexico, S.A., arising from a corruption
scandal blowing fiercely over its Viaducto
Bicentenario concession contract. High leverage was
another factor, as gross recourse debt has remained at
seven times Ebitda since the end of 2014, which is
above the five times Ebitda allowed for B1 rated firms.
Its ultimate goal is to cut net debt with recourse to a
metric of two times EBITDA.
The play of damaging Mexican news on OHL’s high
leverage prompted OHL shares in the Madrid “Bolsa”
stock exchange to tumble 35% since the beginning of
2015. Morgan Stanley and Deutsche Bank were the
biggest sellers of OHL shares. The company’s bonds
have begun to rally however at the prospect that OHL
will deleverage.
Though an external audit of its Mexican unit denied
the existence of any irregular action, OHL Mexico is
likely to come under increased scrutiny and face diffi-
culties in securing new concessions. It bowed out of an
elevated road toll contest. Moody’s report notes that
the Mexican roads, which form OHL’s single largest
asset pool, generate 77% of the firm’s consolidated
Ebitda.
I Spanish-Led Team Wins Egypt Water
Egypt has named an international team led by Spain’s
FCC Aqualia as preferred bidder for a wastewater
treatment plant with a planned cost of Epounds 5 bil-
lion (500 million euros) (US$636.3 million). The Abu
Rawash plant will serve 5.5 million inhabitants of
Cairo. The project has been held up for years by polit-
ical upheaval, and is one of the largest PPP deals in
Egypt.
Aqualia New Europe, a special purpose firm
launched by FCC and including the European Bank
for Reconstruction and Development (EBRD), France’s
Veolia, local firm Icat, and Orascom Construction
Industries, a leading Egyptian engineering-construc-
tor, will expand the existing primary treatment plant,
in Gizeh near Cairo, from 1.2 million cu m/day to 1.6
million cu m/day. It will then upgrade the level of
treatment to organic-free secondary treated water.
Under the contract, the team will design, build,
finance, operate and maintain Abu Rawash for 20
years and expects revenue of Euro 2.4 billion (US$ 2.7
billion) over the life of the contract.
In addition to EBRD, the World Bank and local
banks are set to provide financing. The project will be
operational two years after construction begins. FCC
Aqualia operates 320 wastewater treatment plants
worldwide and had revenue of Euro 950 million
(US$1.1 billion) in 2014.
For Egypt, a reformed PPP mechanism to develop
infrastructure P3 projects seems to be bearing fruit,
starting with Abu Rawash. Egypt plans to roll out,
through the General Authority for Roads, tenders for a
6-lane (3x2), 38-km-long toll road from Shoubra, north of
Cairo, and an eight-lane (4x2) tolled access to Cairo, El
Farag Access. Other deals will include seawater desali-
nation and other wastewater treatment plants. I
26 Public Works Financing | September 2015
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PUBLIC-PRIVATE SERVICES DIRECTORY
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Public Works Financing pub-
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Readership has grown each
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As part of SUEZ ENVIRONNEMENT, United Water pro-
vides water and wastewater services to 5.3 million people in
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Public Works Financing | September 2015 27
O. R. Colan Associates (ORC) provides a full range of real
estate services related to the appraisal, acquisition and reloca-
tion phase of design build highway projects. With more than 29
offices in 20 states nationwide, the company is broadly recog-
nized as a leader in providing real estate solutions for public
works projects. ORC provided the right of way acquisition and
relocation assistance for the following successful design-build
highway projects: Segments 1-6 of SH 130 and the DFW
Connector projects in Texas; the Pocahontas Parkway in
Virginia; US 158 in North Carolina; Route 3 North in
Massachusetts; I-64 in Missouri; I-93 in New Hampshire; and
Sections 2  3 of I-69 in Indiana. ORC is currently providing
right of way services on the Zachry-Odebrecht Parkway Builders
Team for the Grand Parkway in Houston, Texas. These projects
combined involved the acquisition of more than 3,000 parcels
and the relocation of more than 1,000 residences and business-
es. Time is money on a design build project. ORC has the
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on fast paced projects while meeting all state and federal
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stoth@orcolan.com or visit us at www.orcolan.com.
Sacyr Concesiones Throughout its almost 20-year track
record, Sacyr Concesiones has more than proven its expertise
and technical know-how, as well as its financial capacity with
committed global investment amounting to 16 billion dollars.
The company specialises in greenfield projects in which it han-
dles the design, financing, construction and management of
assets. This global conception of business, combined with its
active project management, allows the company to bring added
value to its concessions, thereby attracting financial partners.
It currently operates over 30 infrastructure concessions in six
countries (Spain, Portugal, Chile, Peru, Italy and Ireland) within
such sectors as motorways (almost 3,000 kilometres), trans-
port hubs, hospitals (more than 3,000 beds), metro lines, air-
ports and service areas. These assets have an average remain-
ing lifespan of 26 years.
Contact: Felix Corral fcorralf@sacyr.com +34 91 545 5000
Sacyr Concesiones
“We create future value”
PUBLIC-PRIVATE SERVICES DIRECTORY
With over $10 Billion in P3 projects, Raba Kistner
Infrastructure (RKI) has established its reputation as a
leader in quality management programs. We are a national
company that provides professional consulting and engineering
services in the areas of Construction Quality Management,
Program Management (PM+)TM, Independent Engineer and
Owner’s Verification and Testing, and Construction Quality
Control/Quality Acceptance Programs, Right of Way (ROW)
Management and Acquisition, and Subsurface Utility
Engineering to government and industry clients. Our expertise
in quality programs goes beyond satisfying the fundamentals.
We ensure that quality programs address the unforeseen chal-
lenges that arise in Design and Construction QC/QA pro-
grams. Our award winning data management and document
control program, ELVIS, provides real time management infor-
mation to assist in making time-critical decisions.
For more information, contact Gary Raba, D Eng, P.E. at
graba@rkci.com or by calling 866-722-2547.
WSP | Parsons Brinckerhoff is a global consulting firm
assisting public and private sector clients plan, develop, design,
construct, operate, and maintain hundreds of critical infrastruc-
ture projects around the world. WSP | Parsons Brinckerhoff’s
experience extends to every form of transportation, including
airports, rail systems, buses, roads, and ports. For complex
projects procured through public-private partnerships or using
design-build, the company provides project development, design
engineering, and operations services to contractors and con-
cessionaires. We apply our world-class technical expertise and
our deep understanding of local needs to develop innovative
solutions that create value for our clients and for the community
the project serves. For more information please contact Len
Rattigan, Alternative Delivery Director, (703) 742-5740;
Rattigan@pbworld.com; Sallye Perrin, Strategic Pursuits
Manager, (410) 246-0523, PerrinSE@pbworld.com; Karen
Hedlund, Director of Public-Private Partnerships (212) 465-
5059, HedlundKJ@pbworld.com; or John Porcari, Strategic
Consulting Director, (202) 661-5302, PorcariJ@pbworld.com..
28 Public Works Financing | September 2015
PUBLIC-PRIVATE SERVICES DIRECTORY
Nossaman LLP, a U.S. law firm dedicated to repre-
senting government agencies, is widely acknowledged
to possess the broadest and deepest practice in the
world focused on U.S. transportation infrastructure,
specializing in the effective deployment of P3s and
other forms of innovative project delivery, finance,
operations and maintenance. Nossaman has helped
clients achieve many significant milestones including
the following:
• Florida DOT $2.3B I-4 Ultimate Project – Availability
Payment Contract – Commercial and Financial Close,
September 2014
• Florida DOT $1B Port of Miami Tunnel Project –
Availability Payment Contract – Open to Traffic, August
2014
• Texas DOT $525M Loop 375 Border Highway West
Extension Project – Design-Build Contract –
Commercial Close, August 2014
• Indiana Finance Authority $370M I-69 Section 5
Highway Project – Availability Payment Contract –
Financial Close, July 2014
• North Carolina DOT $600M I-77 HOT Lanes – Toll
Concession – Commercial Close, June 2014
Contact: Geoffrey S. Yarema
gyarema@nossaman.com / (213) 612-784
Patrick Harder at pdharder@nossaman.com
(213) 612-7859,
Simon Santiago at ssantiago@nossaman.com
(202) 887-1472
On the web at www.nossaman.com and
www.InfraInsightBlog.com.
To access PWF’s Major Projects
database and for advertising and
subscription information, visit
www.PWFinance.net
or
call (908) 654-6572
Macquarie Capital provides corporate advisory,
capital markets and principal investing solutions to
clients globally. We work with PPPs on a range of
solutions, including partnering to deliver complex infra-
structure projects, providing procurement advice to
governments and providing development capital.
Macquarie Capital stands out by delivering solutions
across the entire balance sheet. In addition to advisory
and capital markets solutions, we have the demon-
strated capability to act as a principal investment part-
ner and facilitate capital solutions to support acquisi-
tions, refinancings or other events for our clients.
Contact: Andrew Ancone, Managing Director
+1 (212) 231-1660
Plenary Group is North America's leading specialized
developer of long-term Public-Private Partnerships (P3)
projects, with more than $11 billion in public infrastruc-
ture assets currently under management and offices in
Vancouver, Toronto, Ottawa, Los Angeles, Denver and
Seattle, as well as site offices that manage the construc-
tion and operation of our concessions. Our business
model relies on strong partnerships with clients, local
contractors, sub-contractors and trades to ensure the
efficient and timely completion of projects, with a view
towards the long-term.
Contact Marv Hounjet, Vice President, Corporate
Development USA, marv.hounjet@plenarygroup.com,
(425) 223-5741 or Olivia MacAngus, Vice President,
Corporate Development Canada,
olivia.macangus@plenarygroup.com, (416) 902-9695.
More information can be found at
www.plenarygroup.com.
KeyBanc Capital Markets—A U.S.-based institution
with a deeply rooted U.S. regional presence, KeyBanc
Capital Markets excels at understanding the needs and
sensitivities of local constituencies and public officials to
facilitate communication and deliver reliable and innova-
tive infrastructure solutions. With our comprehensive
Public Private Partnership platform, and our willingness
to deploy bank balance sheet and capital markets prod-
ucts providing short and long term funding, our financial
experts have the experience and expertise to respond to
all financing needs and address all procurement issues
unique to public infrastructure projects.
Contact Jose Herrera at 917-368-2390 /
jose.herrera@key.com, or Jeff Rink at 216-689-0885 /
jrink@key.com, or visit key.com/P3.
KeyBanc Capital Markets Inc. is not acting as a municipal advisor or
fiduciary and any opinions, views or information herein is not intended
to be, and should not be construed as, advice within the meaning of
Section 15B of the Securities Exchange Act of 1934. KeyBanc
Capital Markets is a trade name under which corporate and invest-
ment banking products and services of KeyCorp and its subsidiaries,
KeyBanc Capital Markets Inc., Member NYSE/FINRA/SIPC, and
KeyBank National Association (“KeyBank N.A.”), are marketed.
Securities products and services are offered by KeyBanc Capital
Markets Inc. and its licensed securities representatives, who may
also be employees of KeyBank N.A. Banking products and services
are offered by KeyBank N.A. Key.com is a federally registered ser-
vice mark of KeyCorp. ©2015 KeyCorp.
Public Works Financing | September 2015 29
PUBLIC-PRIVATE SERVICES DIRECTORY
In 2007, U.S.-based H.W. Lochner, Inc., and Canada-
based MMM Group Limited formed an equal partnership,
Lochner MMM Group, to integrate internationally-gained
design-build and P3 experience with an in-depth under-
standing of U.S. transportation infrastructure. Together, we
combine local knowledge with international best practices
to provide owners, contractors, concessionaires, and
design partners throughout the U.S. solutions that are
innovative, practical and constructible. With coast-to-coast
offices throughout the U.S. and Canada, Lochner MMM
Group offers:
• A deep pool of staff resources to deliver large scale pro-
jects within fast-track schedules.
• Proven capability in advisory, design, and program man-
agement roles.
• Experienced teams that understand and thrive in the
alternative delivery environment.
• Ability to leverage a strong local presence with interna-
tional expertise.
Contact: Phil Russell, President  CEO, Lochner
MMM Group | 512.828.0076 |
phil.russell@lochnermmmgroup.com
Mayer Brown has one of the leading public-private partner-
ship practices in the United States. A perennial Chambers Band
1-ranked practice for P3 Projects, what distinguishes us from
other law firms is our experience advising clients on transactions
that have successfully closed from every side of a project. We
have represented public agencies, sponsors and lenders alike on
P3 transactions around the country and across all asset types,
including roads, bridges, ports, parking, mass transit and social
infrastructure.
Contact:
George K. Miller (212) 506-2590
gmiller@mayerbrown.com
David Narefsky (312) 701-7303
dnarefsky@mayerbrown.com
John R. Schmidt (312) 701-8597
jschmidt@mayerbrown.com
Joseph Seliga (312) 701-8818
jseliga@mayerbrown.com
September 2015 color
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September 2015 color

  • 1. September 2015 Volume 307 The Journal of Record for public-private partnerships since 1988 PWFinance.net AECOM SETTLES REVENUE FORECASTING LAWSUIT WITH LENDERS FOR $200M The deep-pocket engineering firms that provided traffic and revenue forecasts used to support toll pro- jects during the boom years of the P3 industry should be concerned about a recent settlement over disas- trously wrong traffic forecasts made 10 years ago by AECOM for a toll tunnel in Brisbane, Australia. So say three U.S. toll industry veterans who have watched with growing distress over the years as developer-friendly fore- casts were used to attract investors into risky pro- jects that later failed, often within a few years. They point to optimistic forecasts by a few interna- tional traffic advisors. But there are 11 U.S. projects with varying degrees of financial problems, and forecasts for all of them were done by U.S. firms. (That counts Maunsell, owned by AECOM, as a U.S. traffic advisor.) The 11 projects include the Dulles Greenway, Greenville Connector, Pocahontas Parkway and Northwest Parkway. All were financed with capital appreciation bonds, and all were sued, unsuccessful- ly, by institutional investors, with no findings by the court. AECOMʼs $200m Settlement So far, the big guns of the class action bar have cir- cled around five court cases involving three failed Australian toll roads. After years of litigation, settle- ments have been reached out of court in three of the cases. Most recently, AECOM’s Australian unit agreed to pay US$201 million out of court to settle a US$1.2- billion claim filed in 2012 by two lenders to the CLEM7 tunnel concession in Brisbane. The project opened in 2010, went bankrupt soon afterwards, and is now performing at 75% below forecast. Shareholders also sued to recover their lost invest- ment, about US$630 million. Their class-action law- suit seeking US$140 million in damages from AECOM has not been settled. An 8-K filing with the SEC by AECOM on July 10 asserted that the lenders’ settlement and legal costs are not expected to have a material impact on its financial results. AECOM reported net income of US$230 million in fiscal 2014 on $8.36 billion in gross revenue. Also in Australia, after five years in court, Parsons Brinckerhoff settled a class action suit last year over the Lane Cove Tunnel in Sydney. ARUP is still battling with receivers of the Airport Link Tunnel concession in Brisbane, who are seeking US$700 million from the UK engineering firm. The Airport Link and CLEM7 were sold for a fraction of their construction costs. U.S. Trouble There might be more trouble. Traffic studies done by AECOM Enterprise’s Brisbane office, formerly Maunsell Australia Pty Ltd., were used by Macquarie to attract investors for a number of troubled U.S. P3 toll roads. These include startup projects such as the Foley Beach Express and SR 125 South Bay Express, and for brownfield leases of the Indiana Tollroad and, to a lesser extent, the Chicago Skyway. (Maunsell’s
  • 2. 2 Public Works Financing | September 2015 original Skyway forecast in 2003 assumed a large casino would be built in Gary, Indiana.) A lawsuit filed by Syncora Guarantee in 2012 against Macquarie over forecasting errors by Maunsell on the Foley Beach Express is moving slow- ly through the courts in New York (see p. 5). Class Action Lawyers Circling With legal details of the settlements permanently hidden, U.S. consultants say the door is wide open for lawyers to pursue class action suits elsewhere. Deep- pocket engineering forms that also do traffic fore- casts—Jacobs Engineering, Stantec, and CDM Smith—could find themselves facing off against the same law firms pursuing AECOM and Arup in Australia. “We’re all watching,” says one executive. Proving “false, misleading and deceptive conduct” in the forecasting methodology (part of the charges against AECOM) is difficult. Traffic forecasts are typ- ically done about five years before startup of a toll road. That means consultants must make dozens of critical assumptions required for a traffic and revenue forecast when half of the people who will be living in the corridor aren’t there yet. If, however, as one veteran believes, the AECOM settlement with lenders was based mainly on improp- er or misleading disclosure, that could affect a wider range of players. (He cites an instance where Maunsell produced a particularly optimistic forecast for one client and another forecast predicting half that traffic for anoth- er client, and then failed to disclose the more pes- simistic report to the first client.) A longtime critic of advocacy forecasting, ex-fore- caster Robert Bain has been hired as an expert wit- ness by litigants in Australia and elsewhere. His observation in a UK publication this month: “In terms of raising standards, empowering practitioners, improving performance and perhaps taming some of our more insistent clients—a couple of large lawsuits could be the best thing that has happened in our industry for years.” DEVELOPERS DRIVE FORECAST ASSUMPTIONS Public comments below were made in 2012 by Denis Johnston, formerly head of Maunsell’s Brisbane office, who had run Advisory Services for AECOM Enterprises there: “The real issue here is that if a developer wants to take an optimistic view of the future and ask his traffic advisor to prepare forecasts on the basis of these optimistic assumptions, it is not the fault of the advisor that the forecasts are “high”. However, if the developer attempts to involve other investors (institutions or the public) he has a responsibility to clearly identify the assump- tions underpinning the forecasts. Similarly, the investors (and lenders) have a responsibility to do adequate due diligence—preferably using a pro- fessional traffic advisor to assist them. The involvement of an independent auditor of the forecasts is usually required by bank lenders in a PPP, but in some recent projects this has been specifically excluded by the developers. The logic being that it is expensive and that the auditors can cause delays and uncertainty!! Banks have been reluctant to pay for their own auditor, and one cannot be overly sympathetic with them if they were not prepared to pay for their own due diligence.“ I
  • 3. Public Works Financing | September 2015 3 A Shrinking U.S. Industry Unfortunately, the “industry“ is a relatively small number of people in a handful of companies, and it’s shrinking. The growing threat of lawsuits led URS to exit the forecasting business years ago. AECOM, which owns URS, announced recently in Sydney that it would shut its Australian business. ARUP will continue to advise only sophisticated institutional investors. Others still advising private clients include Stantec; Steer, Davies, Gleve; C&M Associates; and possibly Halcrow (CH2M). Transurban performed the investment-grade study on its I-95 HOT lanes project in Virginia. The U.S. market leader, Wilbur Smith Associates, was acquired by CDM in 2011. CDM Smith has remained a strong player, although it is now advising only government clients. Jacobs has followed suit. HNTB, Parsons Brinckerhoff and Cambridge Systematics also serve only public clients, but don’t perform investment-grade studies. Virginia DOT hopes to prequalify three teams to bid for its I-66 managed lanes project by Dec. 14 this year. In its RFQ this month, VDOT provided bidders with a preliminary traffic and revenue forecast that teams will review in deciding whether or not to bid the $2.1-billion project as a revenue risk P3. There’s plenty of congestion in the corridor. How much rev- enue will be generated and when is the question for forecasters. I U.S. Trouble SYNCORA VS. MACQUARIE IN FOLEY BEACH FAILURE Fact finding and expert discovery are set to be com- pleted by April 19, 2016 in a lawsuit filed three years ago by Syncora Guarantee claiming Macquarie paid a consultant to help dupe the bond insurer into backing a $496-million toll road financing agreement. Macquarie is represented by Gibson Dunn & Crutcher LLP, and Syncora by Quinn Emanuel Urquhart & Sullivan LLP. U.S. News 1 AECOM Pays $200m For Toll Forecasting Errors 2 Developers Drive Forecast Toll Assumptions 3 Syncora vs. Macquarie In Foley Beach Toll Failure 6 Assured Guaranty Holds The Ace In Skyway Auction 6 LBJ Express A P3 Benchmark 7 AECOM To ID 50 Top P3/DB Deals For Treasury 8 Michigan DOT Lighting P3 To Star Infrastructure 11 Where Did P3 Deal Flow Go? 11 Zoe Marwick on TIFIA 12 Analysis of State P3 Markets 13 The Huge Costs Of Permitting Delays Infrastructure Credit Trends 16 Are Availability Payment Obligations Debt? Jodi Hecht, JEH Advisory 18 A Strong Start For Goethals Bridge P3 20 LaGuardia P3 Concerns Canadian Infrastructure Finance By Dan Westell 21 Big P3 Savings On St. Lawrence Bridge 21 Toronto Island Tunnel Opens With Dispute 22 Saskatchewan P3 Savings Counted International News by Dominick Curcio 22 Brazil Loosens Bidding Rules 23 Cash Rich Abertis on the Move 24 OHL Looks to Sell Stock to Reduce Leverage 25 Spanish-Led Team Wins Egypt Water 36 Public-Private Services Directory IN THIS ISSUE U.S. P3 Forecasting Errors (Source: Public Works Financing) Project Forecaster Developers Dulles Greenway Vollmer (Stantec) TRIP II landowners Foley Beach Maunsell (AECOM) Macquarie Camino Columbia URS (AECOM) Local landowner Las Vegas Monorail URS (AECOM) Casinos SR 125 South Bay Express Wilbur Smith (CDM Smith) Macquarie Chicago Skyway Maunsell (AECOM) Macquarie/Cintra Indiana Toll Road Maunsell (AECOM) Macquarie/Cintra Pocahontas Pkwy Wilbur Smith (CDM Smith) 63-20 Northwest Parkway Vollmer (Stantec) Public authority SH 130, segments 5-6 Maunsell (AECOM) Cintra/Zachry I-495 Express Lanes Vollmer (Stantec) Transurban
  • 4. 4 Public Works Financing | September 2015
  • 5. Specifically, Macquarie has been ordered to answer claims by Syncora that optimistic forecasts in 2006 by Macquarie’s traffic advisor, Maunsell Australia Pty Ltd. (owned by AECOM), have left Syncora with a bankrupt portfolio of over-leveraged toll roads in Alabama and lia- bilities Syncora says are $885.7 million. Of that, $334 million is a variable-to-fixed-rate accreting swap involving hundreds of millions of dol- lars in potential claims that will be filed when the swaps default, Syncora claimed in court filings a few years ago. The story begins in 1994 when Jim Allen, a political- ly connected developer in Alabama, completed a small toll bridge near Montgomery as a privately owned asset with no toll regulation and no handback to gov- ernment. Over the next six years, Allen built three more bridges, finishing the last, the Foley Beach Express, in 2000. The construction cost of all four bridges was about $90 million. Macquarie bought the four Alabama bridges and a toll tunnel under the Detroit River in Michigan in 2005 for an undisclosed price. A little over a year later, Macquarie sold those toll facilities for $306 million to two former Citicorp bankers who had created Alinda Capital Partners and needed assets for their new infrastructure fund. About a half dozen other large infrastructure funds were starting up at about the same time and all were hun- gry for investments. Macquarie financed Alinda’s purchase and later sold $496 million in bonds for Alinda that were wrapped by XL Capital Assurance Inc., which had been folded into Syncora Guarantee in 2008. Alinda’s “American Roads” portfolio was placed into bankruptcy in August 2013, with Syncora as its controlling creditor. Syncora settled with Alinda Capital and its partner John Laxmi early in 2013, but is suing other participants in the transaction. Buyer Beware Apparently, Syncora did not hire its own traffic advisor and relied instead on Maunsell’s forecast. Syncora doesn’t dis- pute that but maintains that Macquarie systematically paid Maunsell a large suc- cess fee to produce optimistic forecasts. Its suit against Macquarie Securities (USA) Inc. claims fraud, aiding and abetting fraud, and negligent misrepresentation. The claim of optimism bias due to advocacy forecast- ing fits the way some traffic studies were being done during the boom years, but is hard to prove, says a Public Works Financing | September 2015 5 www.hntb.com INVESTING FOR THE COMMUNITY Founded in 2005, Meridiam is an independent infrastructure fund manager dedicated to long-term development, investment, and management of public infrastructure. With US$3.8 Bn of assets under management, our portfolio includes: For more information, please contact: Jane Garvey j.garvey@meridiam.com Joe Aiello j.aiello@meridiam.com www.meridiam.com Thilo Tecklenburg t.tecklenburg@meridiam.com Montreal University Hospital Research Center, Quebec Long Beach Courthouse, California
  • 6. 6 Public Works Financing | September 2015 U.S. traffic advisor. “There’s no law against hypocrisy,” he says. I I Assured Guaranty Holds The Ace In Skyway Auction The auction has begun for the Chicago Skyway lease, and some big players are lined up. But bidders will have to pay over $2 billion to take out Assured Guraranty’s wrap of the project debt, otherwise the deal is subject the bond insurer’s approval. Wall Street sources believe Assured Guaranty is a willing owner. “They feel that they’ve over-reserved for this liability and believes it can get a full recovery by just holding the asset and collecting the net rev- enue,” says a banker. “If so, they would step into the role of the concessionaire under the existing conces- sion agreement.” In the heated market for these assets, a big bid to take out Assured Guaranty wouldn’t be a surprise. Witness the $5.75 billion paid for the Indiana Toll Road (ITR) by IFM Investors a few months ago (with a capital structure of 57% equity ($3.3 billion) and 43% debt ($2.5 billion.) The 157-mile ITR, a major truck route, links up with the Skyway at its western terminus. The team of Cintra and Macquarie original- ly won both concessions, closing on Skyway in January 2005 and ITR in June 2006. Goldman Sachs, which conducted the original Skyway auction in 2004 for the City of Chicago, now is handling the sale of the lease/concession for the pri- vate owners. In the initial deal, Cintra and Macquarie paid $1.83 billion to operate the 7.8-mile-long elevat- ed toll road, which had been in operation for 45 years. Their offer was $1.1 billion more than the next highest bidder, a team led by Borealis Infrastructure Management, Toronto, and Vinci of France, which bid $700 million. Abertis Infraestructuras, S.A. of Spain bid $505 million. Under operation by Chicago’s transportation department, tolls weren’t increased from 1993 to 2005. Revenues have quadrupled from $21.5 million in 1993 to $81 million in calendar 2014. EBITDA was $71.4 million last year. Most of the gains since 2005 are from toll increases, however. The lease awarded by Chicago in 2005 allowed an immediate toll increase from $2.00 to $2.50, and then 12.5% per year for 12 years, until 2018. Annual increas- es for the remaining 87 years are permitted to be the greater of 2%, or CPI, or nominal GDP per capita. How much the new owners will be able raise tolls is the question. On a toll-rate-per-mile basis, the Skyway already is the most expensive toll road in the U.S., at 38 cents per mile for cars (undiscounted). And Chicago, already one of the most heavily taxed cities in the U.S., is facing another $600 million increase this year, mainly property taxes, as proposed by Mayor Rahm Emanuel. I LBJ Express A P3 Benchmark Cintra’s LBJ Express managed lanes toll road was opened to traffic in north Dallas three months ahead of schedule on September 10, marking another major P3 milestone in Texas for developer-operator Cintra and its sister company, Ferrovial Agroman. According to Russell Zapalac, Chief Planning & Project Officer for Texas DOT, neither Texas DOT nor Ferrovial requested any change orders to the $2-bil- lion design-build contract signed in 2011 to rebuild 16 miles of I-635 and I-35E north of Dallas. Among other things, 10 miles of cantilevered structures were built under traffic that peaked in the corridor at about 270,000 vehicles per day. Likewise, Cintra opened 13.5 miles of its North Tarrant Express managed lanes project in Dallas on Oct. 4, 2014, almost nine months ahead of schedule EXPERIENCE GUARANTEED T H E P R O V E N L E A D E R I N B O N D I N S UR A N C E Lorne Potash: 212.261.5579 lpotash@assuredguaranty.com Mary Francoeur: 212.408.6051 mfrancoeur@assuredguaranty.com ASSURED GUARANTY MUNICIPAL CORP. | NEW YORK, NEW YORK | ASSUREDGUARANTY.COM With the Assured Guaranty group’s $12 billion in claims-paying resources and decades of experience analyzing, negotiating and monitoring public and P3 infrastructure financings, our guaranty of timely principal and interest payments protects investors and improves marketability to reduce issuers’ financing cost. Contact us for more detailed information.
  • 7. and with contractor change orders of only $5 million, according to Zapalac. Ferrovial started construction in May 2014 on a second segment of the North Tarrant Express on I-35W north of Fort Worth. The on-time completion of LBJ is significant in many ways. It is one of the most technically complex transportation projects ever attempted in the U.S. under a fixed-price contract. The dynamically priced managed lanes will double the capacity of the corridor, and operate in direct competition with eight general- purpose lanes, which are being rebuilt next to and, in some sections, above the managed lanes. LBJ Express is the largest greenfield toll road pro- ject financing P3 ever closed in the U.S. Cintra assem- bled $2.2 billion in nonrecourse debt and investor equi- ty for a financial close in July 2010. Including a TIFIA loan, those private funds were supported by $490 mil- lion in public grants committed by Texas DOT. LBJ’s timely completion vindicates a big bet made by Texas DOT and Ferrovial in 2009 that a large seg- ment of the project could be built in a narrow section of the existing right of way without putting it in an expensive tunnel. TxDOT conceived of LBJ as a tunneling project. In discussions with TxDOT, Ferrovial proposed instead to put the managed lanes in a trench and cantilever the general purpose lanes above them. Many U.S. contractors believed that Ferrovial had made a $1-billion mistake—the difference between Dragados’s tunnel price and Ferrovial’s price to stay above ground and work around the relentless traffic there. Its on-time completion suggests Ferrovial was up to the traffic management challenge. The DBFOM contract price of $2.485 billion includes 47 years of O&M by Cintra, including dynam- ic toll operations and most back office functions. Billing will be done by the North Texas Tollway Authority, which operates most of the region’s toll roads along with TxDOT. Total cost of the project including ROW and other owner costs is $2.983 billion. I AECOM To ID P3 Deal Pipeline As part of the Obama Administration’s policy to sup- port private investment in infrastructure, AECOM was hired this month by the Treasury Department to select and analyze the 50 most economically signifi- cant transportation and water projects that are await- ing funding in the U.S. The deal pipeline to be described by AECOM will include both P3s and public projects. Ten percent of the projects must be water/wastewater-related and the list of 50 must be geographically spread to reflect regional needs. In addition to detailed economic and social benefits, the analysis of each project is to include an assessment of impediments to commencement, including funding and permitting. Public Works Financing | September 2015 7 Private Capital, Maintenance, Income Tax Payments Total $13.4 Bn For Dallas Toll Concessions NTE Segments 1-3 and LBJ Financial Highlights Expenditures on rehabilitation of existing highways, construction of new lanes, and maintenance of both toll and toll-free lanes over time for three Cintra concessions in the Dallas-Fort Worth region: * Capital expenditure 2010-2018 $5.34 billion * Subsequent capex 2016-2062 $1.94 billion (npv@5%=$448m) * Maintenance 2010-2062 $2.61 billion (npv@5%=$711m) Total: $9.897 billion Funding * Shareholder equity $1.52 billion * Private Activity Bonds $1.29 billion (issued 12/09, 6/10, 9/13) * USDOT TIFIA debt $2.03 billion * TxDOT subsidy $1.12 billion Shareholder income tax payments back to the public sector Est. net present value @5% to 2062: $3.5 billion Source: Cintra 9/13
  • 8. 8 Public Works Financing | September 2015 I Michigan DOT Lighting P3 The first freeway lighting system public-private-part- nership (P3) in the U.S. closed on Aug. 24, 2015, with the Michigan Department of Transportation (MDOT) and Freeway Lighting Partners, LLC, (FLP) reaching simultaneous commercial and financial close. In addi- tion to FLP, shortlisted proposers were DTE Energy, Citelum and Energy Systems Group. MDOT initiated the procurement with a request for letters of interest in July 2013 for replacing 15,000 freeway lights in metro Detroit. According to MDOT, capital costs over two years are $39.6 million and O&M costs during the 13-year operating period are set at $51.6 million, excluding electricity costs. MMIILLLLEENNIIAALLSS AANNDD CCAARRSS According to Manhattan Institute Senior Fellow Mark Mills: J.D. Power has found that millennials are the fastest growing class of car buyers. Edmunds reports that millennials lease luxury brands at a higher rate than average. Nielsen reports millennials are 40% more likely than average to buy a vehicle over the coming year. Overall electric-car sales are down 20% this year, with SUV sales up 15%. Urban dwellers? Mills says the latest Census reveals a net migration of millennials from the city to the car-centric suburbs is already under way. A survey sponsored by the National Association of Home Builders finds 66% of those born since 1977 say they plan to live in a single-family suburban home.
  • 9. The FLP team consists of Star America Infrastructure and Aldridge Electric, Inc. as equity owners with Aldridge Electric, Inc. also acting as the design-build contractor, Parsons Brinckerhoff, Inc. as the designer, and Cofely Services, Inc. acting as opera- tions and maintenance provider. Financing was provided through a private placement with Allianz Life Insurance of North America (a Blackrock Capital entity) with Star America and Aldridge Electric con- tributing equity to the deal. During the 13-year operating peri- od, MDOT will make service pay- ments to FLP quarterly in exchange for performance of services with a component of such payment subject to FLP’s actual energy consumption being less than MDOT’s theoretical energy consumption. I Public Works Financing | September 2015 9 HHEENNRRIIKKSSSSOONN TTOO RRUUNN SSKKAANNSSKKAA PP33SS Johan Henriksson was appointed Executive Vice President of Skanska Infrastructure Development in North America, replacing Karl H. Reichelt, effective January 2016. Reichelt held a number of positions in government before joining Skanska in 2006. Henkiksson previously served as CFO for Skanska Infrastructure Development AB where he was responsible for the accounting and reporting of the firm’s investments in concession companies worldwide. He was also CFO for Skanska USA’s Civil divi- sion where he managed over 100 people in the accounting and financing department. Most recently, Henriksson led the firm’s winding down of operations in Latin America as presi- dent and CEO of Skanska Latin America. In May 2015, Skanska’s team was selected as the preferred bidder to work with the Port Authority of New York and New Jersey to rede- velop LaGuardia Airport's Central Terminal Building. The RFQ for that project was issued in October 2012. I
  • 10. 10 Public Works Financing | September 2015 Yes, I agree to pay annually— H $697 (government) H $1,397 for corporate site license (pdf/paper to one office) H $5,297 for an enterprise license (unlimited company-wide distribution of pdf) Name _______________________________________________________________________________________________________ Title _________________________________________________Email address_____________________________________________ Company _____________________________________________________________________________________________________ Address ______________________________________________________________________________________________________ City/State ________________________________________________ Zip__________________Phone___________________________ Visa/MasterCard/AmEx # _________________________________________________________exp. date ________________________ Please send your order to PWFinance@aol.com 227 Elmer St., Westfield, NJ 07090 • ph (908) 654-6572 • Timely • Pertinent • Accurate • Meticulously reported . . . Since 1988 Subscribe Now: ® Youʼll get leads, project case studies, news analysis, political trends, commentary, profiles of industry leaders. ® Unlimited password access to the most comprehensive, accurate and up-to-date P3 projects database in the industry. ® Youʼll understand the new roles being played by design-build contractors, developers, equipment suppliers, bankers, engineers and others in major financial transactions. ® Youʼll track the realignment of risks and rewards on publicly sanctioned projects funded through innovative public-private financial structures that work as off-balance- sheet deals. pwfinance.net JJuullyy--AAuugguusstt 22001144 Volume 295 The Journal of Record for public-private partnerships since 1988 In April the conservative magazine The Weekly Standard published a five-page cover story called “HOT and Bothered,” which characterized the express toll lanes project on the Capital Beltway (I-495) as “another night- mare from the suburbs-hating traffic planners.” The arti- cle grossly misrepresented how this Fluor/Transurban toll concession project came about, and also attacked the prin- ciple of express toll lanes as horribly elitist: the cover illustration showed an overhead sign separating traffic into “Express Lanes” and “Riff-Raff.” You might think a conservative magazine would favor ideas like market pricing and infrastructure privatiza- tion—but not in this case. Author Jonathan Last portrayed the con- cession as an example of “crony capitalism,” completely misunder- standing how Virginia’s Public Private Transportation Act works. He characterized the deal as yielding “pri- vatized profits and socialized losses,” ignor- ing the shift of both con- struction cost risk and traffic & revenue risk to the concession company. And he claimed that most of the money invested in the project was from “taxpayers,” not the private sector, by counting only the equity investment as private—even though Fluor/Transurban is fully at risk for debt service on the private activity bonds and TIFIA loan. Where do these ideas come from? I’ve been research- ing this subject for a chapter in my forthcoming book on 21st Century Highways. My research has found a grow- ing network of grass-roots, right-wing populist groups opposing tolling and P3 concessions. One of the origina- tors of many bogus arguments on these subjects is a San Antonio housewife, Terri Hall, founder of the group TURF (Texans United for Reform and Freedom). Her efforts helped bring about a two-year moratorium on con- cessions in Texas in 2007. This year she led a successful effort to change the platform of the Texas GOP from pro- tolls to anti-tolls. And her anti-tolls, anti-P3 agitation appears to have swayed GOP gubernatorial candidate Greg Abbott (the likely successor to pro-tolls Rick Perry) to adopt anti-toll positions. But Terri Hall’s grass-roots activism has consequences far beyond Texas. Similar right-wing populist groups are actively opposing P3s and tolling in Florida, Georgia, and North Carolina. Each is also led by a crusading housewife, and their web- sites use many of the same terms (toll-tax, crony capitalism), argu- ments (abridging state sovereignty, most of the funding is from taxpayers, etc.) and materials (such as the video “Truth Be Tolled”). When Georgia Gov. Nathan Deal terminated in mid-procurement the P3 concession for Atlanta’s West by Northwest express toll lanes project, it was the state sovereignty issue that he cited. The North Carolina group (whose website is called P3times.com) campaigned hard against the I-77 express toll lanes project, fortunately without succeeding. The right-wing populists in Florida have failed to dent this state’s steady progress with tolling and concessions, but their current effort is attempting to derail All Aboard IT’S TIME TO RESPOND TO POPULIST OPPOSITION by Robert W. Poole, Jr. PUBLIC WORKS FINANCING Richard Fierce, Sr. VP, Fluor Corp. “PWF is the #1, must-read publication in our industry.”
  • 11. Public Works Financing | September 2015 11 WHERE DID P3 DEAL FLOW GO? . . . As the head of one P3 pursuit team put it recently: “It’s a good time for consultants.” A government advi- sor says we’re in the “dark ages.” The head of business development for a major P3 developer says we’re back to where we were 10 year ago. What’s wrong? The Highway Trust Fund With all-or-nothing conservatives now calling the shots in Washington, there is little chance of any meaningful increase in transportation funding, at least until after the Presidential election, if then. A gas tax increase and Interstate tolling are off the table, mak- ing “pay fors” and repatriation proceeds the only remotely possible source of new revenue. Claiming any of those funds to augment gas tax deposits into the highway trust fund is a long shot. Talk of a long-term reauthorization of the highway bill is fading as is the ability of states to program fund- ing for new projects. That’s especially the case with the long-term commitments needed for mega-project P3s funded with availability payments. Toll projects financed with nonrecourse debt are a better bet, but are increasingly rare. TIFIA TIFIA lending has fallen off sharply in 2015 for both P3 and traditional projects. 2014 was the best year ever for the federal loan program—12 projects totalling $8.4 billion in subordinated debt. As intended by Sen. Barbara Boxer, many of those loans were for highly rated rail projects being built by California counties using sales taxes. So far, in 2015 there have been six deals totalling $2.2 billion in TIFIA loans. More than half of that is for the East Link rail extension in Seattle. All Washington can do now is get out of the way, as the Obama Administration is trying to do by expedit- ing federal permitting (while at the same time adding to the regulatory mandates imposed on the infrastruc- ture industry.) From a federal funding perspective, the state of P3s is not good. The Transportation Bond Market Likewise, transportation bond issuance at the state level has fallen off steeply. New municipal debt issuance, including PABs, for all transportation pro- jects is down 44% in the first half of 2015 from the year before—from $12.95 billion to $7.26 billion (Security Data). Indications are that the second half of 2015 will be more of the same bad news, caused partly by the sorry state of the federal highway program. States are addressing the funding problem. Twenty have increased or indexed gas taxes in the past three years (American Petroleum Institute). An additional 20 states are publicly considering a variety of ways to increase transportation funding, including mileage- based user fees (Arizona and Florida). No Republican legislator in Congress has publicly supported Tom Carper’s gas tax bill in the Senate. About 20 would be needed for passage. The 18.3 cent/gallon federal gas tax is unchanged since 1993, Zoe Marwick, commercial director at Skanska Infrastructure Development, on TIFIA vs. bank financing: “It is a fundamental of our world that you align risk and reward. I get that the departments of transportation want cheap money. Right now, though, the departments of transportation are taking the benefits of TIFIA in lower costs, and the bidders take the risks of having to be the borrower with a lender with whom they cannot interface. From a borrower’s perspective, I would rather bring my relationship banks to the table with me than TIFIA. If I will be at the table with TIFIA on a $1-billion loan, especially with the long time it takes on a project like I-4 [in Florida], then I want to be able to com- pare my TIFIA financing and my bank financing. If you look at the difference between what people bid on committed financ- ing, between the TIFIA term sheet and the package of diligence and documen- tation that is put together on the bank financing, the difference between these two is a really clear indicator of the lack of comfort the bidders have with the TIFIA process. We would never in good conscience go to investment commit- tee and say, “I have this 20-page term sheet, and I can understand approxi- mately half of what it means, but it will be fine.” I
  • 12. while roadbuilding costs have increased by 55%. Twenty Republican governors have supported gas tax increases since 2013. That group was led by Pennsylvania Gov. Tom Corbett, who pushed through a $2.3 billion/year gas tax increase in 2013 (and lost his reelection bid to a political novice a year later.) Seven of nine governors signing gas tax increases so far in 2015 are Republicans. NJ Gov. Chris Christie may be the eighth once he’s done run- ning for President. (Although he vetoed a P3 bill last month.) The hitch at the state level is that only a few of the states that have voted to increase gas taxes also have a transportation bonding program that’s large enough to allow them to assemble the funds needed for large pro- jects, design-build in particular. Eleven states have active debt programs. Only Pennsylvania and to a lesser extent Virginia have the ability to accelerate large projects. AAnnaallyyssiiss ooff SSttaattee PP33 MMaarrkkeettss TTeexxaass Twenty toll roads have been built in Texas since the Dallas North Tollway was opened in 1968. Except for some toll authority roads in Dallas and Houston, that may be it. Anti-toll sentiment has grown so intense that Texas A&M was paid by the legislature last year to study the consequences of shutting down all 20 toll roads. That’s not likely, but new toll roads and P3s are almost cer- tainly off the table for the foreseeable future and prob- ably longer—for two reasons. One: A referendum on Nov. 3 will probably result in a Constitutional change in road funding that eventual- ly will add as much as $5 billion a year in sales tax proceeds to the Highway Fund. None of that money can be used to support new toll roads. A legislative report in March will assess the impact of eliminating toll financing of new projects. (Anticipating a positive outcome, the Texas Transportation Commission recently approved a non-toll option for funding Highway 281 in Bexar County. The $530-million project near San Antonio was proposed as a toll road in 2005. Bankers esti- mate it could support about 70% of its cost from tolls. That’s far more than other potential toll projects in small- er, more rural counties. Similarly, in Corpus Christi, the $115-million gap financing piece of the New Harbor Bridge procurement was eliminated recently, after TxDOT found all the money it needed to build the $828.7-million DBM pro- ject, which was awarded to Dragados/Flatiron.) Two: Even absent the new money, TxDOT is chang- ing in a way that will empower local anti-toll forces and opponents of P3s. A major cultural shift is underway. Lt. Gen. Joe Weber, USMC, (Ret), Gov. Abbott’s newly appointed executive director of TxDOT, is moving quickly to take planning control away from Austin and delegate it back to the agency’s 25 district engineers around the state. The agency was originally run by military man- agers who favored decentralized control. An October report on Weber’s reorganization plans is expected to map out a return to those roots. Most immediately affected could be Russell Zapalac’s planning group in Austin, which oversees statewide planning, environmental, rail, transit and maritime activities. Zapalac also leads TxDOT’s alter- native delivery and P3 program. TxDOT’s district engineers are more attuned to local politics and needs, and—so the thinking goes— will be able to plan and advance projects more quickly. A big question is whether the 25 districts will be able to retain enough talent during the transition to spend the new money efficiently. 12 Public Works Financing | September 2015 It’s no secret that the country’s water and wastewater infrastructure is in need of repair. That’s why United Water unveiled a unique SOLUTIONSM to address America’s water challenges, recognized by the Clinton Global Initiative. Our SOLUTIONSM is an innovative business model that blends United Water’s commitment to funding improvements is critical to maintaining stable rates, while ensuring municipal control. In recognition, the American Water Summit presented United Water and the City of Bayonne, NJ their Partnership Performance of the Year Award. unitedwater.com/SOLUTION America’s water infrastructure needs present a challenge. United Water offers an innovative SOLUTIONSM
  • 13. CCaalliiffoorrnniiaa In California, there are $40 billion worth of potential P3 projects, but many depend on renewal of the enabling law for transportation P3s which sunsets December 2016. The P3 bill on the table now, AB X1 12, is attached to a major transportation funding pack- age promoted by Gov. Jerry Brown. Conservatives voted down Brown’s big new spending bill a few weeks ago. If a second try also fails, P3 supporters will have only a few weeks in January 2016 to win passage of a hard -won extension of what most see as a flawed law. Prospects for P3s statewide could darken if Bruce Blanning, Executive Director of the Professional Engineers in California Government (PECG) gets his way, as he usually does. Blanning has agreed to allow renewal of the existing P3 authorization as long as design-build construction inspection responsibilities are assigned to his members, Caltrans engineers. Many of the big design-build transportation projects in California have experienced large cost overruns, partly due to problems related to delays caused by Caltrans oversight. Ann Mayer, Executive Director of the Riverside County Transportation Commission, has publicly stated more than once that RCTC would have no interest in using the P3 law if the PECG provisions are included. L.A. Metro is pursuing its own P3 enabling law that would address the PECG issue and fix many of the shortcomings in the existing statewide law. If success- ful, the state’s largest regional transportation agency has a large pipeline of big projects it might pursue. Public Works Financing | September 2015 13 CREATE. ENHANCE. SUSTAIN. AECOM is a leader in Public-Private Partnerships (PPP) services across a broad range of markets, including transportation, buildings, energy and water. Participating in more than 650 PPP projects globally, we have the capability to serve as contractor, designer, technical advisor and to provide financing. Please visit www.aecom.com. THE HUGE COSTS OF PERMITTING DELAYS Delays in approving infrastruc- ture projects cost the nation more than twice what it would cost to fix the infrastructure, according to a new report released Sept. 2 by Common Good, the nonparti- san government reform coalition. Those approvals can take a decade or longer, and the report shows that a six-year delay in starting construction on public projects costs the nation over $3.7 trillion, including the costs of pro- longed inefficiencies and unneces- sary pollution. That’s more than double the $1.7 trillion needed through the end of this decade to modernize America’s decrepit infrastructure. Titled “Two Years, Not Ten Years: Redesigning Infrastructure Approvals,” the report includes the direct costs (legal, administrative, and overhead), the opportunity costs of lost efficiencies during the years of delay, and the environ- mental costs of antiquated infra- structure during the delay. These costs are estimated for electricity transmission, power generation, inland waterways, roads and bridges, rail, and water. “The upside of rebuilding infra- structure is as rosy as the down- side of delay is dire,” said Philip K. Howard, Chair of Common Good. “America can enhance its competitiveness, achieve a green- er footprint, and create upwards of two million jobs. Americans clearly want infrastructure improvement – not further waste and inefficiency. The question is: Will the feder- al government make it happen?” The full report, which proposes four ways to speed reviews, is available at www.commongood.org I
  • 14. 14 Public Works Financing | September 2015 VViirrggiinniiaa In response to an RFQ issued on Sept. 17, five teams submitted qualifications Oct. 2 on one or more of three options for delivering the $2.1-billion, I-66 managed lanes project in northern Virginia. Conceptual financial proposals using a preliminary traffic and revenue study from VDOT are due Nov. 30. On Dec. 14, VDOT says it will shortlist three (but as many as four teams) for each option. The options and number of RFQ responses received are: • Revenue-risk DBFOM with a potential public contribution of about $500 million (three teams). • Publicly financed DBOM (five teams) • Publicly financed DB with ATCs, alternative technical concepts (five teams) DBFOM teams • T r a n s u r b a n (70%)/Skanska (30%) • Cintra (50%)/Meridiam (50%) • Infrared (42.5%)/Isolux (42.5%)/Fluor DBOM teams • Dragados/Flatiron/Shikun & Binui + O&M ACS/Hochtief • Skanska/Archer Western + O&M Transurban • Ferrovial Agroman/Allan Myers + O&M Cintra • Fluor/Granite/Lane + O&M Fluor/URS • Shirley/Facchina/Trumbull/Wagman + O&M VINCI DB-ATC teams • Dragados/Flatiron/Shikun & Binui • Skanska/Archer Western • Ferrovial Agroman/Allan Myers • Fluor/Granite/Lane • Shirley/Facchina/Trumbull/Wagman Each of the options has significant issues. For instance, VDOT has never asked for or evaluated ATCs for a large design-build project or P3. Presumably, it will rely on its consultants to do this on I-66. In any case, big scope reductions may not be pos- sible. The winning bidder on Florida DOT’s I-4 Ultimate project (a DBFOM, availability payment with comparable scope) had 25 ATCs approved with its bid. With a DB cost of $2.3 billion, the approved ATCs netted $86.9 million in savings and 78 schedule days saved. While these numbers are not trivial, that’s only 3.8% in cost reduction on I-4 Ultimate. The aggressive schedule set by VDOT for submitting concep- tual financing propos- als, due in November, are intended to give the legislature the information and time it needs to evaluate public finance options when the session starts in January. Among others, VDOT’s CFO John Lawson is a proponent of public finance and wants that option on the table in the I-66 bidding. By moving quickly, VDOT also prevents competing projects from getting to Richmond ahead of I-66. MMaassssaacchhuusseettttss Massachusetts is slowly advancing two potential P3 projects but won’t be ready to begin a procurement until MassDOT completes environmental studies, which could take years. Republican Gov. Charlie Baker, who might be expected to push the EIS process, could face a challenge from Sen. Elizabeth Warren in 2018 when he’s up for reelection. Baker probably won’t want to be perceived as a P3 promoter in that contest. MMiissssoouurrii Missouri I-70—The project needs P3 enabling leg- islation and state legislature approval to toll some or all of the 200-mile segment that needs rebuilding. The Missouri Highways and Transportation Commission is unanimously in favor of tolling I-70, says Stephen R. Miller, its chairman, who is meeting with state
  • 15. Public Works Financing | September 2015 15 truckers this month. But, he says “We’re looking at several years” of development, even if the legislature signs on next year, as hoped. KKeennttuucckkyy Brent Spence Bridge, Kentucky-Indiana—Anti-toll forces in Kentucky are cutting off the only source of fund- ing for the project. “We’re still light years away from get- ting our side done,” says Rep. Leslie Combs (D-Ky). MMaarryyllaanndd Funding for the $2.1-billion Purple Line light rail project is becoming less certain as time passes, and key members of the project staff have quit in the past month. Most critically they include Henry Kay, the Maryland Transit Administration’s executive director for transit development and delivery, Ronald L. Barnes, Senior Deputy Administrator and Chief Operating Officer, and Jodie Misiak, MTA’s manager of innovative finance. DBFOM bids from four short- listed teams that were competing for the Purple Line P3 are due Nov. 17. CCoolloorraaddoo I-70 East—the procurement effort for the I-70 East DBFOM project in Denver went into high gear this month with the release of a first draft of an RFP to four shortlisted teams. Colorado Dept. of Transportation (CDOT) will fund the $1.17-billion project with availability payments to the winning developer offering the greatest scope and optimal operating and life-cycle maintenance cost. I
  • 16. A common question nowadays is: Why has the US P3 market slowed down? There’s no one answer but instead a number of factors, including unexpected election results, lack of funding, untested govern- ment programs and erratic public support. Let me add one more reason to the list: Concern over gov- ernment credit ratings. When governments consider the most efficient delivery method for large scale infrastructure pro- jects, many factors are evaluated, but the rating agency treatment of availability payments (AP)—the long term, contractually obligated payments paid if the project was available—was not a crucial factor. Governments considered the AP similar to a lease. That view has changed. Over the past six months, each rating agency published papers on this topic. Bottom line: All view AP as “debt-like obligations” of the government. Each rating agency makes an adjustment to the government’s debt statement to fully capture the government’s retained risk, assum- ing any realized liabilities would be debt financed. The rating agencies approach intends to provide bet- ter comparability and visibility to investors because they don’t believe the accounting requirements pro- vide consistency and are subject to interpretation. Under GASB, the projects are not considered a lease and most projects are out of scope for GASB 60, which is the reporting standard for Service Concession Arrangements. The rating agencies consider several factors. To begin, no adjustments are made for demand, or rev- enue risk projects, such as toll roads since the gov- ernment makes no project payments nor has any contingent liabilities, as was the case with the Indiana Toll Road Concession. Several key features must be present for AP pro- jects to be considered debt like. Generally, the gov- ernment’s obligation is a long term commitment to an essential public infrastructure it owns and that is operated under a legislatively approved authori- ty by a private operator through a long-term agree- ment. In contrast to a lease, the government will make a termination payment if the project is can- celed early due to a default. The termination pay- ment is a contingent liability of the government. Each rating agency’s approach varies slightly and has different implications. Moody’s and Fitch are similar in that they cap the liability at the amount of the project debt and apply the debt once the project is operational. In most cases, Fitch adds the total project debt to the net debt of the government entity while Moody’s includes the greater of the project accounting value or the project termination pay- ment, generally 80% of the project debt. No adjust- ments are made for milestone payments. S&P views the milestone payments as debt. It adds the annual milestone payments to the govern- ment debt at the project’s financial close and excludes the amounts in the current budget. For the AP—the stream of committed payments—S&P adds the net present value of the capital portion of all future avail- ability payments, discounted by the government’s 16 Public Works Financing | September 2015 Infrastructure Credit Trends Groundbreaking thinking Infrastructure: one of the biggest and most complex challenges of the 21st century. An estimated US$40 trillion of investment will be needed by 2030 to sustain global growth. Our Global Infrastructure practitioners, on-site in the United States, Canada, and around the world, advise governments, developers, and investors across the life cycle of projects—from strategy and financing to delivery and hand-back. Dig deeper at kpmg.com/ infrastructure © 2011KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the U.S.A. The KPMG name, logo and “cutting through complexity” are aregistered trademarks or trademarks of KPMG International. 63481NYO ARE AVAILABILITY PAYMENT OBLIGATIONS DEBT? By Jodi Hecht, JEH Advisory
  • 17. Public Works Financing | September 2015 17 capital cost, to the debt state- ment when the project opens. Every rating agency will give “self-support” or eliminate the additional debt or contingent lia- bility risk if the project establish- es a track record of revenues that funds annual availability pay- ments, either partially or fully. For example, if the toll revenues collected by the Indiana Finance Authority (IFA) on the Ohio River Bridges East End Crossing are equal to the AP owed to WVB East End Partners under the agreements, the addi- tional debt will be removed during the credit evalua- tion. Self-support is generally established after three years of stable performance. The impact is to raise the government’s net debt for a short period. Two states with a number of AP pro- jects are highly rated with low to moderate debt oblig- ations. These are Florida (AAA, Aa1, AAA*) and Indiana (AAA, Aaa, AAA*) which guarantees IFA’s obligations. These AP adjustments have no impact now; Florida has three AP projects with two operational and Indiana has two under construction. The impact will be felt during the screening for future projects. An example is the Ohio River Bridges Crossing project with debt issued through the IFA. S&P cites the “increased exposure to contingent liquidity risk tied to P3” as a downside risk for the IFA as it looks to future projects. Using S&P adjustments, which are publicly available, based on information from June 2014, Indiana incurs $338 million milestone payments through 2016 and debt obligations of $789 million in 2016 once the bridge opens. The adjustment increases net debt by 24% when the bridge opens **. Potentially, three years later, in 2019, after collecting the projected toll revenues as expected, the capitalized AP would be eliminated, reducing total state debt to $1.56 billion. This amount is lower than the net debt in 2014 assuming no increases or decreases in state obligations during this period because all adjustments for the project are eliminated. The implications of these adjustments are two- fold. Initially, AP projects may not move forward because governments fear these adjustments may endanger current ratings for a short period. No state wants to lose a ‘AAA’ rating or even tempt an outlook change while new projects open (add additional debt) and establish a revenue track record (subtract addi- tional debt). Local governments typically have high- er debt obligations and would likely be more con- strained than states. Second, the adjustments favor revenue generating projects, such as toll roads, because those may qual- ify as self-supporting and eliminate the adjustment. Judicial facilities and hospitals generate fees, but not enough to support annual AP. However, large governments typically lack sufficient accounting con- trols to identify user fees generated by each facility to establish self-support. Social availability projects already struggle without access to the tax exempt debt markets. Finally, rehabilitation of existing infrastructure, the most needed projects such as the Rapid Bridges project in Pennsylvania, will also suffer from these adjustments. Does this signal the end of the U.S. AP market? Probably not. Governments didn’t enter this market solely for off-balance sheet financing. Tim Wilshetz, a Partner in KMPG’s Infrastructure Advisory prac- tice, believes that “governments value a variety of factors gained from the P3 delivery method” such as lifecycle risk transfer and expedited project construc- tion, and should assign relative value to the most important factors. In Canada these adjustments did not limit the P3 market as the provinces funded sizable P3 projects
  • 18. !
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  • 20. 18 Public Works Financing | September 2015 as part of the operating budget. This view is shared by Paul Judson, a Senior Director at Standard Poor’s, Analytic Manager for the International Public Finance (IPF) practice in Canada, who feels that debt is not a major factor in the IPF ratings. It is one of the rating factors and weighted only 10% in the analytic scoring. Moody’s uses similar weighting for debt (20% which includes unfunded pension liabilities). “It’s not the countries with the highest debt that default,” Judson says. “Often those countries have deeper economies and secondary markets. Rather it’s the countries with weak liquidity and financial manage- ment that ran into trouble.” I *Ratings by Fitch, Moody’s and SP respectively. ** Assuming no change in state debt. After years on the sidelines, the Port Authority of New York and New Jersey now is trumpeting its com- mitment to alternative delivery and public-private partnerships. Its success so far in procuring a 40-year DBFM contract and building the $1.436-billion replacement of the Goethals Bridge is helping to build the case for P3s in the northeast, where governments have been slow to adopt the alternative delivery model based on lowest life-cycle costs. The Goethals P3 team includes NYNJ Link Developer LLC, comprised of Macquarie (90%) and Kiewit Development (10%); the contractor joint ven- ture Kiewit-Weeks-Massman (KWM); engineer of record, Parsons Transportation Group; and lenders’ technical advisor, Arup USA. Goethals is an important bridge. It was the Port Authority’s first major construction project, opening in 1928. It is Kiewit’s first P3 as an equity investor. It’s the Port Authority’s first long-term DBFOM project. It‘s the first new bridge to be built in New York City since 1932. And Goethals ranks fourth in net income (about $100 million/year in toll revenues) among the Port Authority’s 22 infrastructure assets. Two Bridges Technically, Goethals is a relatively straightforward project involving linear construction of twin cable- stayed toll bridges to replace a functionally obsolete and heavily congested crossing of the Arthur Kill waterway between Elizabeth NJ and Staten Island, NJ. The Port Authority’s Bayonne Bridge heightening project, being built nearby under a design-bid-build contract, is far more challenging and time sensitive, due to Post-Panamax shipping needs. Kiewit is leading the construction effort on the Goethals Bridge and is a partner on the Bayonne Bridge. KWM’s design-build contract with NYNJ Link for Goethals totals $938 million. During the five-year con- struction period, the project will receive five milestone payments from the Port Authority totaling $150 mil- lion. That money will be used to fund construction and distributions to equity, which constitutes about 11% of the invested capital. Jodi Hecht is providing strategic and credit advisory services. She is a former rating analyst, with more than 20 years experience at Standard Poor's in project finance, infrastructure and public finance. A STRONG START FOR GOETHALS BRIDGE P3 ENGINEERING ENVIRONMENTAL SOLUTIONS Transportation Architecture Building Technology Energy Environmental Services www.typsa.com www.aztec.us
  • 21. Once the project reaches substantial completion, annual payments effectively equivalent to traditional availability payments will be made by the Port Authority to NYNJ Link during the 35-year operating period. Macquarie and Kiewit will self-perform bridge maintenance over that period. The Port Authority will run toll collections. The nonrecourse pro- ject debt to be repaid by the developer comprises $453.3 million in long- term tax-exempt private activity bonds as senior debt and a $505.3 million TIFIA loan as subordi- nated debt. Assured Guaranty insured $101 million of the PABs. On Schedule Work on the Goethals approaches started in December 2013. The project is 38% complete. That’s only a month off the schedule set two years ago in the winning bid by NYNJ Link, which calls for substantial completion by Dec. 29, 2017. Costs are close to estimates so far but requested change orders are stacking up. That’s partly due to the addition of a “means restriction fence” to discourage suicides. The addition of the fence necessitated additional wind tunnel testing and re-design to parts of the bridge. The Port Authority’s original design parame- ters told bidders not to preclude installation of such a fence, so there is some disagreement on this point. Industrial waste issues have also affected costs: Extensive remediation needed on the New Jersey side has forced the drilling of shafts for the bridge founda- tion to hopscotch around waste sites rather than pro- ceed sequentially in a straight line along the align- ment. V-Shaped Towers For aesthetic and height limitation reasons, the Port Authority required that the four, 272-ft-tall main span towers not follow the vertical “smokestack” design commonly used on other bridges. The 5% slant proposed by NYNJ Link for the towers at Goethals is adding considerable cost and time as compared to a vertical structure. But the V-shape is expected to improve the look of the relatively squat bridge whose height is restricted to avoid impinging on the flight path to Newark airport. The NY State Thruway Authority selected a version of the V-shaped towers for the Tappan Zee Bridge replacement project, which, like Goethals, will be a cable-stayed bridge. The slanted towers require substantially more labor to build. For a variety of other reasons, progress has been slower than expected on the $3.2-billion Tappan Zee Bridge project, New York’s first under a design-build contract. A limited notice to proceed was issued in October 2012. Construction began in October 2013, and is now about a year behind schedule, which calls for completion in April 2018. “ACTIVE AUDITOR” SEEKING THE RIGHT PUBLIC-PRIVATE BALANCE In a DB contract, the government’s aim is to trans- fer more risk than is typical in a DBB contract. The design-build team crafts its bid based on the assump- tion that it will have enough control of the construc- tion process to manage the additional risk. For a P3 to work well, government must relax its oversight role of the DB process and trust that the quality checking done for both the P3 lenders and equity investors will protect the public interest. Making that leap has been difficult for many public owners. It took 10 years for the Port Authority’s tech- nical and legal staffs to accept P3 delivery of the Goethals project (after a strong push from then execu- tive director Chris Ward, and expert quarterbacking by his successor, Pat Foye.) It’s not surprising then that oversight of the DB team by Port Authority engi- neers is at an extremely high level. The Port Authority sees its role as an “active audi- Public Works Financing | September 2015 19 Slanted towers will distinguish Goethals Bridge
  • 22. 20 Public Works Financing | September 2015 tor” of the private design and construction quality on Goethals. The details of the owner’s oversight were closely negotiated by the private builders. KWM’s design partner, Parsons Transportation Group, is the engineer of record under a $51-million lump-sum contract. NYNJ Link Developer LLC hired KS Engineers for construction inspection and International Bridge Technologies as bridge check engineer. All of the private advisory work is done under fixed-price contracts. The construction schedule and substantial comple- tion date are all fixed in the project agreement with the Port Authority. Late completion, though unlikely, would trigger liquidated damages of $178,050 per day, payable to the developer by KWM. That’s a lot of rea- sons to come to terms on the partnership piece of the P3 model. I Editor/Publisher William Reinhardt/Westfield, NJ (908) 654-6572 pwfinance@aol.com PWF International Editor Dominic Curcio/Madrid (34) 91 413-7316 dcpwf@magisnet.com PWF Canada Dan Westell/Toronto (416) 538-2382 nowes@sympatico.ca General Manager Elizabeth B. Reinhardt/Westfield, N.J. (908) 654-6572 libbybr@hotmail.com Artist/Ilustrator Kevin Sacco Advertising Policy The use of Public Works Financing as an advertising vehicle, while welcomed, does not entitle advertisers to special consideration on editorial content, placement of articles or other special treatment. Publication Office 227 Elmer St., Westfield, NJ 07090 © Copyright 2015 by Public Works Financing LLC. All rights reserved. Subscription Price Public Works Financing LLC publishes 11 issues annually and charges $697 to governments. For private sec- tor subscribers, a site license for office-wide distribution costs $1,397/yr. For subscribers who wish to distrib- ute PWF’s pdf or paper versions beyond the subscriber’s office location, the price for an enterprise license is $5,297/yr payable in US dollars drawn on a US bank. PLEASE NOTE: No part of this publication may be reproduced, stored in a retrieval system, or transmitted by any means, electronic, mechanical, photocopying, recorded or otherwise, without an enterprise license purchased from the publisher of Public Works Financing LLC, 227 Elmer Street, Westfield, NJ 07090 (or PWFinance@aol.com). ISSN.#1068-0748 Public Works FINANCING • published monthly since January 1988 FOR ADVERTISING AND SUBSCRIPTION INFORMATION VISIT WWW.PWFINANCE.NET LAGUARDIA P3 CONCERNS The good news so far on Goethals Bridge may help P3 advocates make the case for the risk transfer ben- efits of DBFOM contracts (especially if the Port Authority explains its model to the larger P3 indus- try, which it hasn’t yet.) Conversely, P3 delivery in the region could be set back by the confusion caused by last-minute political involvement in the Port Authority’s DBFOM procure- ment for a new central terminal building at LaGuardia Airport. Among other things, the major changes in the Port Authority’s LGA design that were announced by Gov. Andrew Cuomo in August under normal circum- stances would require another look at the environ- mental impact reports for LGA. The Port Authority believes it can advance the redesigned project relatively soon. It has been in close negotiations with the selected development team, led by Skanska, and intends to break ground in March or April 2016. Funding for the $4-billion project also is a concern, largely because costs are uncertain and forecasted revenues from retail concessions are being relied upon to finance most of the work. For that reason, some call it the “hot dog project.” I
  • 23. Public Works Financing | September 2015 21 I P3 Savings On St. Lawrence Bridge A federal government report outlining terms of the DBFM contract for the new Bridge for the St. Lawrence in Montreal said the P3 will save Cdn $1.75 billion (in current dollars), compared with a design- bid-build procurement. About Cdn $800 million will come from savings on construction, OM and rehabil- itation costs, and Cdn $1 billion from risk transfer. The report identified a “fragile” combined sewer main close to the project site as one big risk, and a former waste-disposal site as another. Construction will account for Cdn $2.2 billion of the total contract; opera- tions, maintenance and rehabilitation over the 30- year period Cdn $754 mil- lion. The provisions are part of the Cdn $4-billion feder- al government DBFM con- tract awarded in June to the Signature on the Saint Lawrence Group, held 50- 50 by SNC-Lavalin and ACS Group. Construction started in June, and the replacement for the Champlain Bridge is sup- posed to open Dec. 1, 2018, while related corridor work has a deadline of Oct. 31, 2019. The private partners who have contracted for the new bridge could face penalties for missing substantial completion deadlines on the bridge, beginning at Cdn $100,000 per day for the first seven days and rising to $400,000 per day, to a maximum of Cdn $150 million. The short timeline was a notable feature of the pro- ject, and work on the new bridge – across the St. Lawrence River in the heart of Montreal – also has potential to disrupt traffic. According to a government report, the builders will have to do any work that requires lane closures overnight, with penalties for failing to keep three lanes open starting at Cdn $250-$750 per lane/per hour, and rising to Cdn $1,000 to $2,000 per hour for all three lanes. According to the report, the consortium will get Cdn $500 million when the work is half completed, project- ed to be in the fall of 2017; Cdn $700 million when the bridge opens; and Cdn $500 million when the entire corridor is open. Stantec and Ramboll of Denmark will ensure com- pliance with the agreement under a Cdn $22-million contract. It was chosen by the private partner from a pool of firms qualified by the government. Arup Canada will be owner’s engineer under a seven-year contract worth about Cdn $20.4 million. As well as the penalties for missing bridge dead- lines, there are also penal- ties for delays on related road corridor work (to a maximum of Cdn $5.5 mil- lion), violating noise stan- dards in “sensitive” areas, and failing to maintain the road surfaces. I Toronto Island Tunnel Opens With Dispute The public and private partners in a Toronto P3 project with a build cost of Cdn $82.5 million are seek- ing millions from each other, including money related to extra working days. Ports Toronto, a federal agency, contracted with a group led by Forum Infrastructure Partners for an 853-foot DBFOM tun- nel to link the Billy Bishop Toronto City Airport on the islands in Toronto harbor with the mainland. Construction started in March 2012, and the tunnel opened in July this year, four months after the maxi- mum two-to-three year period Ports Toronto had expected. Canadian Infrastructure Finance Energy, water and environmental services for sustainability andhuman progress twitter:@veolia_na www.veolianorthamerica.com
  • 24. 22 Public Works Financing | September 2015 According to the agency’s financial report, Forum is looking for Cdn $10.7 million from Ports Toronto, and Ports Toronto wants Cdn $3.4 million from Forum. The private claim includes money related to 201 extra working days. PCL was the lead contractor on the project, Arup the lead designer, and Technicore Underground the tunnel contractor. Johnson Controls is the facility manager. The consortium will be paid Cdn $8.6 million a year under a 20-year operating agreement. The pro- ject is being paid for through a Cdn $5-per-passenger bump in airport improvement fee charged to departing travelers. Neither Forum nor the agency would comment on the dispute. I Saskatchewan P3 Savings Counted The province of Saskatchewan has saved Cdn $570 million on three recently closed P3 deals, the govern- ment says. With a population of about 1.1 million, Saskatchewan is smaller than 41 U.S. states, but jumped into P3 infrastructure in 2012 with the creation of a government agency, SaskBuilds. Since early August, it has closed three projects—a bypass around the capital, Regina; a package of 18 schools (on nine sites, each one with a Catholic and public school); and a mental health hospital with a criminal unit. The savings over the traditional model, calculated by Ernst Young or other advisors, were Cdn $380 million on the bypass, Cdn $100 million on the schools, and Cdn $90 million on the hospital. However, the lack of detailed value-for-money reports on how the savings were calculated – the reports are expected by yearend – led the opposition to claim the numbers were spun. The Regina bypass is a Cdn $1.88-billion (current dollars) DBFOM project (including 30 years of mainte- nance) won by a consortium called Regina Bypass Partners. Vinci has 37.5%, Parsons 25%, Connor Clark Lunn GVest 25%, and Gracorp Capital 12.5%. The partnership borrowed Cdn $628.6 million. National Bank is the financial partner. The approximately 400 lane-kms will be built by a DB venture with Carmacks (18.75%), Vinci (18.75%), Graham Infrastructure (37.5%), and Parsons (25%). A Vinci subsidiary will do the maintenance and opera- tions for 30 years. The DBFM 30-year schools contract, valued at Cdn $635 million in current dollars, was won by the Joint Use Mutual Partnership team headed by Concert Infrastructure. Bird Capital and Bird Design Build Construction, Johnson Controls and Scotiabank are also in the group. The 284-bed hospital and secure unit for prisoners with mental-health issues has a Cdn $407 million price, including maintenance over 30 years. The DBFM contract was won by Access Prairies Partnership, which includes Graham Design Builders, Carillion and Gracorp, with Carillion and Graham affiliates providing maintenance. The group borrowed Cdn $178.7 million for the project. In yet another Saskatchewan deal, the City of Saskatoon awarded a DBFOM contract for two new bridges to Graham Commuter Partners: Graham, Buckland Taylor, Gracorp Capital, National Bank. The estimated capital cost of the two bridges over the South Saskatchewan River is estimat- ed at Cdn $252.6 million. PPP Canada will contribute up to Cdn $66 million and the province Cdn $50 million. The city will pay Graham up to Cdn $120 million on sub- stantial completion. Close is expected in October. I . . . Latin American News I Brazil Loosens Infra Bidding Rules Pummeled by the worst recession in years, Brazil’s government is dismantling protectionist business poli- cies that have warded off international developers when it most needs fresh capital. The Brazilian Transport and Energy ministries are modifying tender rules that upend the traditional business practice of giving the lead role on infrastructure bid teams only to Brazilian firms. Now international developers will be allowed by law to head consortiums bidding for high- way projects. The government has plans to privatize 15 federal roads this year and next. Road regulator ANTT is hop- ing to bid out five road projects by the end of this year,
  • 25. Public Works Financing | September 2015 23 three of them in the states of Minas Gerais and Golás worth Reais 13.8 billion (US$3.3 billion). Privatization of four airports has also been approved for launch this year. But the size of the task has grown for President Dilma Rouseff following Standard Poor’s downgrade of Brazil’s bonds from BBB minus to BB+ hampering investors’ trust in the ability of Brazil, Latin America’s largest economy, to pull out of recession. Brazil’s cur- rency has lost a third of its value this year. SP’s downgrade immediately hit Brazil’s road plans. Plans for the first project, the 493-km Rodovia do Frango road system, became contentious when the Transport ministry proposed an internal rate of return on the deal of 9.2%. This drew fire from the nation’s leading toll road operators-developers CCR, EcoRodovias and Arteris, owned by Spain’s Abertis. The proposed IRR looked good before Brazil’s down- grade, but now needs to be above 10% to adjust to the higher bank interest rates that will soon follow. The deal is being reviewed by the Tribunal de Contas, the nation’s top audit court, for approval prior to a tender call by ANTT. Rodovia do Frango is a system of four toll corridors leading to the ports of Paranaguá and Santos in Paraná and Santa Catarina states, contiguous to Sâo Paulo state. Together with steeper interest rates, investors also face having to borrow more as national development bank BNDES’s lending power has been curtailed to 10% - 25% of a road deal, down from (up to) 75%. As a result, the shortfall will need to be filled by private banks at market interest rates, increasing road costs. For more relief, the government also proposes to modify minimum capitalization requirements for indi- vidual firms bidding on federal highways. Medium- sized developers would be permitted to join together in investment vehicles that, as a whole, could deliver the minimum required capital. The proposal is up for approval by Tribunal de Contas. The proposal aims to spur bid competition with highly capitalized parents of contractors that hold almost exclusive access to federal highway sales, including Odebrecht, Andrade Gutierrez and Galvâo Engenharia. Meantime, the ban that resulted from the Petrobras corruption scandal, barring them from bid- ding on federal deals, has been withdrawn. In addition to road deals, Brazil is planning to bid out the upgrade and operation of four domestic air- ports strung out along Brazil’s Atlantic shoulder in Porto Alegre, Salvador, Florianopolis and Fortaleza. The proposal is to turn them into international air- ports and allow them to be run by international oper- ators. The Brazilian government has instructed state civil airport operator Infraero to review lease periods and withdraw federal equity holdings for the forth- coming tenders. The Sâo Paulo business press reports that Brazil is also reviewing the sale of Infraero’s hold- ings in its privatized international airports. In the energy sector, loosened restrictions permitted China’s Three Gorges electrical company to buy two hydroplants for Reais 1.74 billion (US$435 million) from local infrastructure developer Triunfo. Meantime, finance minister Joaquim Levy recently visited Madrid to discuss Brazil’s new infrastructure plans. . . . European News I Abertis On the Move Spain’s Abertis is poised to enter Italy’s toll road sys- tem after securing exclusive rights for three months to buy a controlling stake in a 156-km section of the A4 toll road combined in a package with a smaller route, We create future value www.sacyr.com Throughout its almost 20-year track record, Sacyr Concesiones has more than proven its expertise and technical know-how, as well as its financial capacity with committed global investment amounting to 16 billion dollars. The company specialises in greenfield projects in which it handles the design, financing, construction and management of assets. This global conception of business, combined with its active project management, allows the company to bring added value to its concessions, thereby attracting financial partners. It currently operates over 30 infrastructure concessions in six countries (Spain, Portugal, Chile, Peru, Italy and Ireland) within such sectors as motorways (almost 3,000 kilometres), transport hubs, hospitals (more than 3,000 beds), metro lines, airports and service areas.These assets have an average remaining lifespan of 26 years.
  • 26. 24 Public Works Financing | September 2015 the 81-km A31. Abertis’s piece of the A4 is 156 km from Brescia to Padua, passing Vicenza. (The entire A4 runs 517 km across northern Italy connecting Trieste, on the Adriatic, and Turin in northwest Italy, passing Venice and Milan on the way.) The A31 runs north- south from Piovene, in northeast Italy, and intersects with the A4 at Vicenza. Abertis would pay Euro 1.2 billion (US$1.44 billion) and another sum in dollars, US$450 million. A4 Holding, made up of Banco Intesa San Paolo, engi- neering firm Astaldi, and a family investor copartner, currently owns 44.5% of the route. Intesa San Paolo owns a separate 6.5% stake. Abertis faced a trio of tough rivals for A4 and A31. Atlantia, Italy’s dominant road owner-operator, Australia’s Macquarie, and Grupo Gavio, the Milan based road developer-operator also bid. To win, Abertis offered more than the Euro 1.1 billion (US$1.12 bil- lion) asking price. Once due diligence is completed in October, Abertis intends to close the deal and debut as an Italian road operator by the end of the year. At the same time, Abertis raised its equity in a Chilean vehicle to become full owner-operator of two roads. Through its local unit, Abertis Autopistas Chile, it took on the 50% equity it did not own of investment fund Estructura Dos Mil for Chilean pesos 93.5 billion (US$130 million), becoming 100% owner of Autopista del Sol, a 133-km road linking Santiago with the port city of San Antonio, and Autopista Los Libertadores, a road extending 116-km north of Santiago. The conces- sions will end respectively, in 2019 and 2026. Their 2014 combined Ebitda was Euro 62 million (US$70 million). In France, Abertis underwrote an agreement that lengthens by 2 ½ years the life of its 1,760-km SANEF highway network and a smaller system, SAPN. Toll charges, which had remained frozen, will be allowed annual hikes from next year to 2023 to compensate for lost revenue. Abertis will contribute Euro 11 million (US$12.3 million) to a French fund to improve state roads. In June, Standard Poor’s upgraded Abertis’s long term debt rating to BBB positive from BBB stable. Abertis has reduced its net debt by almost 20% from last year to Euro 11.2 billion (US$12.5 billion), which delivered a ratio of 3.7 times net debt to Ebitda. The debt cut was helped by a profit of Euro 1.677 billion (US $1.9 billion), boosted by one-off capital gains from the sale of 66% of its communications unit, Cellnex. Stripping out extraordinary results, recurrent net profit grew 5% boosted by traffic growth in Chile, Brazil and France, where Abertis generates over 60% of its revenues. Traffic in Spain rose 5.7%. Ebitda totaled Euro 1.45 billion (US$ 1.6 billion) after strip- ping out one-off impacts. Abertis says it aims to use its financial muscle to buy other assets in the U.S, Puerto Rico, Brazil, Chile and Spain. In Spain, Abertis boosted to 50.01% its con- trol over Tuneles de Cadi in Barcelona after purchas- ing an additional 15.1 %. I OHL Plans $1bn Capital Expansion Spain’s OHL will sell Euro 1 billion (US$1.1 billion) of new shares this fall to help lift the company out of a plague of financial problems and to recover the invest- ment grade rating of its corporate debt. UBS, JP Morgan Chase, Merrill Lynch and Société Genérale have been selected to handle the placement of new shares. OHL, S.A. says proceeds it obtains from the planned capital increase will be used to reduce debt by Euro 650 million (US$728 million) and to inject Euro 350 million (US$392 million) of capital into its conces- sions unit, OHL Concesiones.
  • 27. Public Works Financing | September 2015 25 OHL Executive President Jose Miguel Villar Mir, the company’s controlling shareholder, has pledged to participate in the capital expansion by purchasing, together with his family, Euro 500 million (US$560 million) to retain control of OHL and keep an equity stake of greater than 50%, currently at 59.9%. To underwrite the OHL capital increase, Villar Mir has sold shares in other assets he owns, including a 10% stake in a real estate company and a small stake in Abertis. In a blow to OHL, Moody’s placed on review for downgrade OHL’s B1 debt rating. What pulled the trigger was a dive in the stock value of OHL’s Mexican unit, OHL Mexico, S.A., arising from a corruption scandal blowing fiercely over its Viaducto Bicentenario concession contract. High leverage was another factor, as gross recourse debt has remained at seven times Ebitda since the end of 2014, which is above the five times Ebitda allowed for B1 rated firms. Its ultimate goal is to cut net debt with recourse to a metric of two times EBITDA. The play of damaging Mexican news on OHL’s high leverage prompted OHL shares in the Madrid “Bolsa” stock exchange to tumble 35% since the beginning of 2015. Morgan Stanley and Deutsche Bank were the biggest sellers of OHL shares. The company’s bonds have begun to rally however at the prospect that OHL will deleverage. Though an external audit of its Mexican unit denied the existence of any irregular action, OHL Mexico is likely to come under increased scrutiny and face diffi- culties in securing new concessions. It bowed out of an elevated road toll contest. Moody’s report notes that the Mexican roads, which form OHL’s single largest asset pool, generate 77% of the firm’s consolidated Ebitda. I Spanish-Led Team Wins Egypt Water Egypt has named an international team led by Spain’s FCC Aqualia as preferred bidder for a wastewater treatment plant with a planned cost of Epounds 5 bil- lion (500 million euros) (US$636.3 million). The Abu Rawash plant will serve 5.5 million inhabitants of Cairo. The project has been held up for years by polit- ical upheaval, and is one of the largest PPP deals in Egypt. Aqualia New Europe, a special purpose firm launched by FCC and including the European Bank for Reconstruction and Development (EBRD), France’s Veolia, local firm Icat, and Orascom Construction Industries, a leading Egyptian engineering-construc- tor, will expand the existing primary treatment plant, in Gizeh near Cairo, from 1.2 million cu m/day to 1.6 million cu m/day. It will then upgrade the level of treatment to organic-free secondary treated water. Under the contract, the team will design, build, finance, operate and maintain Abu Rawash for 20 years and expects revenue of Euro 2.4 billion (US$ 2.7 billion) over the life of the contract. In addition to EBRD, the World Bank and local banks are set to provide financing. The project will be operational two years after construction begins. FCC Aqualia operates 320 wastewater treatment plants worldwide and had revenue of Euro 950 million (US$1.1 billion) in 2014. For Egypt, a reformed PPP mechanism to develop infrastructure P3 projects seems to be bearing fruit, starting with Abu Rawash. Egypt plans to roll out, through the General Authority for Roads, tenders for a 6-lane (3x2), 38-km-long toll road from Shoubra, north of Cairo, and an eight-lane (4x2) tolled access to Cairo, El Farag Access. Other deals will include seawater desali- nation and other wastewater treatment plants. I
  • 28. 26 Public Works Financing | September 2015 Veolia group is the global leader in optimized resource man- agement. With over 179,000 employees* worldwide, the Group designs and provides water, waste and energy management solutions that contribute to the sustainable development of communities and industries. Through its three complementary business activities, Veolia helps to develop access to resources, preserve available resources, and to replenish them. In 2014, the Veolia group supplied 96 million people with drink- ing water and 60 million people with wastewater service, pro- duced 52 million megawatt hours of energy and converted 31 million metric tons of waste into new materials and energy. Veolia Environnement (listed on Paris Euronext: VIE) recorded consolidated revenue of $29.6 billion* in 2014. www.veolia.com (*) 2014 pro-forma figures, including Dalkia International (100%) and excluding Dalkia France. Visit the North American web site at www.veolianorthamerica.com or call (800) 522-4774 PUBLIC-PRIVATE SERVICES DIRECTORY OUR LOYAL READERS AND ADVERTISERS Public Works Financing pub- lished its first issue in January 1988 and quickly built a strong base of loyal subscribers by provid- ing accurate, objective and timely information about public-private partnerships and innovative deliv- ery of public works infrastructure projects. Readership has grown each year since then, and PWF now reaches about 4,000 private prac- tioners, government owners, acad- emics, students and others in most parts of the world. Twenty of the largest investors, design firms and construction companies pay for the right to distribute our pdf each month to as many of their employ- ees as they wish. Some send PWF to over 50 people! Our advertisers have taken loy- alty to new heights. Of 36 current advertisers, 18 have marketed their services in PWF for over 10 years (eight of them for over 15 years and four for 20 years). Our first advertiser came aboard in 1990 and was quickly followed by Parsons Brinckerhoff, Nossaman, CDM Smith, Herzog and Hawkins Delafield Wood and Elias Group, all of whom are still advertisers. The U.S., Spanish, French and Chinese transportation develop- ers (12), and the country’s largest municipal water operators (2), came next. Then, starting in 1995, the full complement of tech- nical, legal and procurement advisors came aboard, including most recently Mayer Brown, Ernst Young, Raba Kistner, HNTB, HDR, AECOM, O.R. Colan, Jacobs, Lochner MMM and TYPSA-Aztec. More recently, the Association for the Improvement of American Infrastructure, and financiers Assured Guaranty and KeyBanc Capital Markets followed. Together, these firms have suc- cessfully closed well over $300 bil- lion worth of road, rail, water and buildings projects worldwide since 1985. I For a rate sheet, please visit PWFinance.net or contact William G. Reinhardt, (908) 654-6572 or pwfinance@aol.com As part of SUEZ ENVIRONNEMENT, United Water pro- vides water and wastewater services to 5.3 million people in 20 states through the dedication of its 2,350 employees. In addition to owning and operating 16 regulated utilities, United Water operates 84 municipal and industrial systems through innovative public-private partnerships and contract agreements. Founded in 1869, the company's core expertise in providing safe, clean drinking water has evolved into provid- ing a full range of services, from technical assistance to total asset ownership. We assist communities with improving ser- vice, reducing costs, complying with environmental regula- tions, managing labor relations and providing excellent cus- tomer service. For more information, visit unitedwater.com or contact Tom Brown at Tom.Brown@unitedwater.com or (201) 767-9300.
  • 29. Public Works Financing | September 2015 27 O. R. Colan Associates (ORC) provides a full range of real estate services related to the appraisal, acquisition and reloca- tion phase of design build highway projects. With more than 29 offices in 20 states nationwide, the company is broadly recog- nized as a leader in providing real estate solutions for public works projects. ORC provided the right of way acquisition and relocation assistance for the following successful design-build highway projects: Segments 1-6 of SH 130 and the DFW Connector projects in Texas; the Pocahontas Parkway in Virginia; US 158 in North Carolina; Route 3 North in Massachusetts; I-64 in Missouri; I-93 in New Hampshire; and Sections 2 3 of I-69 in Indiana. ORC is currently providing right of way services on the Zachry-Odebrecht Parkway Builders Team for the Grand Parkway in Houston, Texas. These projects combined involved the acquisition of more than 3,000 parcels and the relocation of more than 1,000 residences and business- es. Time is money on a design build project. ORC has the proven ability to deliver the right of way on time for construction on fast paced projects while meeting all state and federal requirements. Contact Steve Toth, COO, at stoth@orcolan.com or visit us at www.orcolan.com. Sacyr Concesiones Throughout its almost 20-year track record, Sacyr Concesiones has more than proven its expertise and technical know-how, as well as its financial capacity with committed global investment amounting to 16 billion dollars. The company specialises in greenfield projects in which it han- dles the design, financing, construction and management of assets. This global conception of business, combined with its active project management, allows the company to bring added value to its concessions, thereby attracting financial partners. It currently operates over 30 infrastructure concessions in six countries (Spain, Portugal, Chile, Peru, Italy and Ireland) within such sectors as motorways (almost 3,000 kilometres), trans- port hubs, hospitals (more than 3,000 beds), metro lines, air- ports and service areas. These assets have an average remain- ing lifespan of 26 years. Contact: Felix Corral fcorralf@sacyr.com +34 91 545 5000 Sacyr Concesiones “We create future value” PUBLIC-PRIVATE SERVICES DIRECTORY With over $10 Billion in P3 projects, Raba Kistner Infrastructure (RKI) has established its reputation as a leader in quality management programs. We are a national company that provides professional consulting and engineering services in the areas of Construction Quality Management, Program Management (PM+)TM, Independent Engineer and Owner’s Verification and Testing, and Construction Quality Control/Quality Acceptance Programs, Right of Way (ROW) Management and Acquisition, and Subsurface Utility Engineering to government and industry clients. Our expertise in quality programs goes beyond satisfying the fundamentals. We ensure that quality programs address the unforeseen chal- lenges that arise in Design and Construction QC/QA pro- grams. Our award winning data management and document control program, ELVIS, provides real time management infor- mation to assist in making time-critical decisions. For more information, contact Gary Raba, D Eng, P.E. at graba@rkci.com or by calling 866-722-2547. WSP | Parsons Brinckerhoff is a global consulting firm assisting public and private sector clients plan, develop, design, construct, operate, and maintain hundreds of critical infrastruc- ture projects around the world. WSP | Parsons Brinckerhoff’s experience extends to every form of transportation, including airports, rail systems, buses, roads, and ports. For complex projects procured through public-private partnerships or using design-build, the company provides project development, design engineering, and operations services to contractors and con- cessionaires. We apply our world-class technical expertise and our deep understanding of local needs to develop innovative solutions that create value for our clients and for the community the project serves. For more information please contact Len Rattigan, Alternative Delivery Director, (703) 742-5740; Rattigan@pbworld.com; Sallye Perrin, Strategic Pursuits Manager, (410) 246-0523, PerrinSE@pbworld.com; Karen Hedlund, Director of Public-Private Partnerships (212) 465- 5059, HedlundKJ@pbworld.com; or John Porcari, Strategic Consulting Director, (202) 661-5302, PorcariJ@pbworld.com..
  • 30. 28 Public Works Financing | September 2015 PUBLIC-PRIVATE SERVICES DIRECTORY Nossaman LLP, a U.S. law firm dedicated to repre- senting government agencies, is widely acknowledged to possess the broadest and deepest practice in the world focused on U.S. transportation infrastructure, specializing in the effective deployment of P3s and other forms of innovative project delivery, finance, operations and maintenance. Nossaman has helped clients achieve many significant milestones including the following: • Florida DOT $2.3B I-4 Ultimate Project – Availability Payment Contract – Commercial and Financial Close, September 2014 • Florida DOT $1B Port of Miami Tunnel Project – Availability Payment Contract – Open to Traffic, August 2014 • Texas DOT $525M Loop 375 Border Highway West Extension Project – Design-Build Contract – Commercial Close, August 2014 • Indiana Finance Authority $370M I-69 Section 5 Highway Project – Availability Payment Contract – Financial Close, July 2014 • North Carolina DOT $600M I-77 HOT Lanes – Toll Concession – Commercial Close, June 2014 Contact: Geoffrey S. Yarema gyarema@nossaman.com / (213) 612-784 Patrick Harder at pdharder@nossaman.com (213) 612-7859, Simon Santiago at ssantiago@nossaman.com (202) 887-1472 On the web at www.nossaman.com and www.InfraInsightBlog.com. To access PWF’s Major Projects database and for advertising and subscription information, visit www.PWFinance.net or call (908) 654-6572 Macquarie Capital provides corporate advisory, capital markets and principal investing solutions to clients globally. We work with PPPs on a range of solutions, including partnering to deliver complex infra- structure projects, providing procurement advice to governments and providing development capital. Macquarie Capital stands out by delivering solutions across the entire balance sheet. In addition to advisory and capital markets solutions, we have the demon- strated capability to act as a principal investment part- ner and facilitate capital solutions to support acquisi- tions, refinancings or other events for our clients. Contact: Andrew Ancone, Managing Director +1 (212) 231-1660 Plenary Group is North America's leading specialized developer of long-term Public-Private Partnerships (P3) projects, with more than $11 billion in public infrastruc- ture assets currently under management and offices in Vancouver, Toronto, Ottawa, Los Angeles, Denver and Seattle, as well as site offices that manage the construc- tion and operation of our concessions. Our business model relies on strong partnerships with clients, local contractors, sub-contractors and trades to ensure the efficient and timely completion of projects, with a view towards the long-term. Contact Marv Hounjet, Vice President, Corporate Development USA, marv.hounjet@plenarygroup.com, (425) 223-5741 or Olivia MacAngus, Vice President, Corporate Development Canada, olivia.macangus@plenarygroup.com, (416) 902-9695. More information can be found at www.plenarygroup.com.
  • 31. KeyBanc Capital Markets—A U.S.-based institution with a deeply rooted U.S. regional presence, KeyBanc Capital Markets excels at understanding the needs and sensitivities of local constituencies and public officials to facilitate communication and deliver reliable and innova- tive infrastructure solutions. With our comprehensive Public Private Partnership platform, and our willingness to deploy bank balance sheet and capital markets prod- ucts providing short and long term funding, our financial experts have the experience and expertise to respond to all financing needs and address all procurement issues unique to public infrastructure projects. Contact Jose Herrera at 917-368-2390 / jose.herrera@key.com, or Jeff Rink at 216-689-0885 / jrink@key.com, or visit key.com/P3. KeyBanc Capital Markets Inc. is not acting as a municipal advisor or fiduciary and any opinions, views or information herein is not intended to be, and should not be construed as, advice within the meaning of Section 15B of the Securities Exchange Act of 1934. KeyBanc Capital Markets is a trade name under which corporate and invest- ment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., Member NYSE/FINRA/SIPC, and KeyBank National Association (“KeyBank N.A.”), are marketed. Securities products and services are offered by KeyBanc Capital Markets Inc. and its licensed securities representatives, who may also be employees of KeyBank N.A. Banking products and services are offered by KeyBank N.A. Key.com is a federally registered ser- vice mark of KeyCorp. ©2015 KeyCorp. Public Works Financing | September 2015 29 PUBLIC-PRIVATE SERVICES DIRECTORY In 2007, U.S.-based H.W. Lochner, Inc., and Canada- based MMM Group Limited formed an equal partnership, Lochner MMM Group, to integrate internationally-gained design-build and P3 experience with an in-depth under- standing of U.S. transportation infrastructure. Together, we combine local knowledge with international best practices to provide owners, contractors, concessionaires, and design partners throughout the U.S. solutions that are innovative, practical and constructible. With coast-to-coast offices throughout the U.S. and Canada, Lochner MMM Group offers: • A deep pool of staff resources to deliver large scale pro- jects within fast-track schedules. • Proven capability in advisory, design, and program man- agement roles. • Experienced teams that understand and thrive in the alternative delivery environment. • Ability to leverage a strong local presence with interna- tional expertise. Contact: Phil Russell, President CEO, Lochner MMM Group | 512.828.0076 | phil.russell@lochnermmmgroup.com Mayer Brown has one of the leading public-private partner- ship practices in the United States. A perennial Chambers Band 1-ranked practice for P3 Projects, what distinguishes us from other law firms is our experience advising clients on transactions that have successfully closed from every side of a project. We have represented public agencies, sponsors and lenders alike on P3 transactions around the country and across all asset types, including roads, bridges, ports, parking, mass transit and social infrastructure. Contact: George K. Miller (212) 506-2590 gmiller@mayerbrown.com David Narefsky (312) 701-7303 dnarefsky@mayerbrown.com John R. Schmidt (312) 701-8597 jschmidt@mayerbrown.com Joseph Seliga (312) 701-8818 jseliga@mayerbrown.com