32
March 2015 Volume 302 The Journal of Record for public-private partnerships since 1988 PWFinance.net The financial close of the $899-million Pennsylvania Rapid Bridge Replacement Project on March 18 is a game changer for the P3 market. 1. It’s the first big U.S. P3 deal to close since Florida’s I-4 Ultimate six months ago. 2. Rapid Bridges is the largest road project in Pennsylvania history. Yet the concession agreement survived untouched in the transition from conserv- ative Republican Gov. Tom Corbett to liberal Democrat Gov. Tom Wolf. 3. Developer Plenary Walsh Keystone Partners and its financial advisor, Plenary Group, arranged the largest Private Activity Bond financing of a P3 deal in U.S. history: $721.5 million in appropriation- risk debt, rated BBB, which drew 40 different investors. No TIFIA loan was sought by PennDOT. $59 million of equity was contributed by Plenary Group (80%) and Walsh Investors (20%). 4. It’s the first bundling of publicly owned assets under a single, fixed-price construction pro- gram management contract. The agreement also shares permitting risk on 558 discrete projects between PennDOT and the Plenary-Walsh project company. (This is the project’s greatest risk, and greatest potential benefit. PennDOT negotiated a SEP-15 waiver from the Federal Highway Administration that allows it to delegate the NEPA documentation to the private program managers. If it works well, other states may pursue the same categorical exclu- sion from FHWA rules and this approach could become standard procedure. Key to its success is the extensive technical due diligence done by the joint venture to prepare its bid.) “I think that one of the things that will make our project hugely successful or frankly cause a lot of consternation for the Plenary-Walsh team is how smoothly the permitting process goes,” says Bryan Kendro, Director for the PennDOT Public-Private Partnership (P3) Office (until recently a one-man shop but now also run by Deputy Director Dale Witmer and supporting staff.) 5. Rapid Bridges involved the first use of a UK- style performance bond, adapted for this project by Walsh Group, its surety, Travelers, and Standard & Poors (see p. 2). 6. The secret sauce: To gain the support of local labor and small contractors, all of the bridge reha- bilitation work will be subcontracted, and long- term maintenance will be staffed locally—"to make the workforce in each community look like the peo- ple who live in that community,” says Matthew Walsh, chairman of The Walsh Group of Chicago, Illinois. Also, money to fund the Rapid Bridges project came from a large increase in annual highway funding to $2.5-billion, which was enacted just as the RFQ for the P3 project was being issued in December 2013. That new money allowed PennDOT to increase design-bid-build lettings in 2014 from $1.5 billion to $2 billion. “We passed a massive funding increase, so basi- cally there was a lot of design-bid-build work going out at the same time, so if you didn’t like the P3 program, there was plenty of other work to bid on,” says Kendro. (continued on p.3) RAPID BRIDGES FINANCIAL CLOSE AGAME CHANGER by William G Reinhardt, editor

PWF March 2015 color

Embed Size (px)

Citation preview

Page 1: PWF March 2015 color

March 2015Volume 302

The Journal of Recordfor public-private partnerships

since 1988

PWFinance.net

The financial close of the $899-millionPennsylvania Rapid Bridge Replacement Project onMarch 18 is a game changer for the P3 market.

1. It’s the first big U.S. P3 deal to close sinceFlorida’s I-4 Ultimate six months ago.

2. Rapid Bridges is the largest road project inPennsylvania history. Yet the concession agreementsurvived untouched in the transition from conserv-ative Republican Gov. Tom Corbett to liberalDemocrat Gov. Tom Wolf.

3. Developer Plenary Walsh Keystone Partnersand its financial advisor, Plenary Group, arrangedthe largest Private Activity Bond financing of a P3deal in U.S. history: $721.5 million in appropriation-risk debt, rated BBB, which drew 40 differentinvestors. No TIFIA loan was sought by PennDOT.$59 million of equity was contributed by PlenaryGroup (80%) and Walsh Investors (20%).

4. It’s the first bundling of publicly ownedassets under a single, fixed-price construction pro-gram management contract. The agreement alsoshares permitting risk on 558 discrete projectsbetween PennDOT and the Plenary-Walsh projectcompany.

(This is the project’s greatest risk, and greatestpotential benefit. PennDOT negotiated a SEP-15waiver from the Federal Highway Administrationthat allows it to delegate the NEPA documentationto the private program managers. If it works well,other states may pursue the same categorical exclu-sion from FHWA rules and this approach couldbecome standard procedure. Key to its success isthe extensive technical due diligence done by thejoint venture to prepare its bid.)

“I think that one of the things that will make ourproject hugely successful or frankly cause a lot ofconsternation for the Plenary-Walsh team is howsmoothly the permitting process goes,” says BryanKendro, Director for the PennDOT Public-PrivatePartnership (P3) Office (until recently a one-manshop but now also run by Deputy Director DaleWitmer and supporting staff.)

5. Rapid Bridges involved the first use of a UK-style performance bond, adapted for this project byWalsh Group, its surety, Travelers, and Standard &Poors (see p. 2).

6. The secret sauce: To gain the support of locallabor and small contractors, all of the bridge reha-bilitation work will be subcontracted, and long-term maintenance will be staffed locally—"to makethe workforce in each community look like the peo-ple who live in that community,” says MatthewWalsh, chairman of The Walsh Group of Chicago,Illinois.

Also, money to fund the Rapid Bridges projectcame from a large increase in annual highwayfunding to $2.5-billion, which was enacted just asthe RFQ for the P3 project was being issued inDecember 2013.

That new money allowed PennDOT to increasedesign-bid-build lettings in 2014 from $1.5 billionto $2 billion.

“We passed a massive funding increase, so basi-cally there was a lot of design-bid-build work goingout at the same time, so if you didn’t like the P3program, there was plenty of other work to bid on,”says Kendro. (continued on p.3)

RAPID BRIDGES FINANCIAL CLOSE A GAME CHANGERby William G Reinhardt, editor

Page 2: PWF March 2015 color

2 PWFinancing/March 2015

What Travelers’ constructionservices calls an “ExpeditedDispute Resolution PerformanceBond“ is described by S&P “as anew form of performance bond,which we view as providing liq-uidity equaling as much as 10%credit to the performance bondfor contractor replacement.

“Although typically perfor-mance bonds have the potentialfor protracted arbitration, underthe terms of this policy, the max-imum number of days before res-olution/payment is 82, and wethus provide credit for some pro-ject downside costs. In addition,the bond provider has document-ed its obligation under the per-formance bond as a financialobligation, such that its failureto pay could result in ratingsconsequences for the insurer.”

In fact, the Rapid Bridgesfinancing is the first time in theU.S. that a rating agency hasrecognized the value of a perfor-mance bond, according to StanHalliday, chief underwriting offi-cer for Travelers constructionservices group. Zurich Americanand Federal (Chubb) worked asco-sureties with Travelers.

Walsh has also proposedusing the new performance bondto help secure its $408-millioncontract with WMB HeartlandPartners (Meridiam/WalshInvestors/Balfour BeattyCapital) to build the MarionCounty Consolidated Justiceproject in Indianapolis. The fateof that social infrastructure P3project will be determined inApril.

As use of the new bondspreads, the hope is that lettersof credit will no longer berequired from contractors on P3deals. If so, says Halliday, thatwould eliminate a competitiveadvantage now held by non-U.S.contractors who have broaderaccess to LOCs. “This sets thestage for U.S. contractors tohave a greater role in P3s,” hesays. “It’s a solution that worksin North America.”

(The total security packageprovided by Walsh-Graniteincludes a $22.5 million letter ofcredit (2.5% of the constructionvalue), and retainage of $22.5million. The contractors also willprovide a performance bondequal to about 100% of the con-tract price, in addition to parentguarantees with a liability cap of40% under the design-buildagreement.) �

AN AMERICAN PERFORMANCE BOND

hdrinc.com

Street SmartTransformative solutions based on technical expertise and real-world experience. Let’s develop infrastructure, together. This is where great begins.

Page 3: PWF March 2015 color

PWFinancing/March 2015 3

The Big Picture

The leadership at PennDOT took a risk on RapidBridges in hopes that it would help energize localcontractors to be more efficient. “I think we’re envi-sioning that this is going to be kind of a shock to ourlocal contracting community, just how fast they canactually build a bridge if they are incentivized to doso and when given the opportunity to be more inno-vative,” says Kendro. “We think that [Rapid Bridges]is going to be proof that there are certain things thatcan be done differently with our bridge program, andwe’re going to do them differently.”

Where Credit Is Due

Plenary Walsh Keystone Partners has contractedwith joint venture Walsh Construction Company(60%) and Granite Construction Company (40%),with HDR, to permit and manage the design andreplacement of 558 mostly small bridges byDecember 2017.

Major maintenance over 25 years will be per-formed by Walsh Infrastructure Management, LLC(an affiliate of The Walsh Group.)

Advising Plenary Walsh Keystone Partners are

Fasken Martineau, of Toronto (legal); BTY Group(technical); InTech (insurance); and Plenary Group(financial).

Advising PennDOT are KPMG (financial andoverall strategic advisor); URS (program manage-ment); CDM Smith/ Lochner (technical); Allen &Overy (transactional counsel); Ballard Spahr (bondcounsel).

Bond underwriters are J.P. Morgan and WellsFargo, advised by Ashurst LLP (legal). �

U.S. News1. PennDOT’s Rapid Bridges a game changer2. An American performance bond from Travelers4. ITR: Australian fund plunges into US infra7. Lessons learned on Texas SH 121 flip-flop9. US P3 deal flow slowsTransportation Policy Review12. “Where is Tolling Most Urgently Needed?”by Robert W. Poole, Jr., Reason Foundation14. The elephant in the room: toll the InterstatesPWF Town-Gown Roundtable15. “What Happens After the Financial Close:Uncharted Waters”Canadian Infrastructure Finance17. Quebec to delegate infra to the CaisseLatin American News18. Niteroi Bridge to Ecorodovias19. Mexican aqueduct under attack20. Chile ramps up for P3s22. PWF Public-Private Services Directory32. PWF Advertiser Index

IN THIS ISSUE

Creating sustainable communities where people will want to live, work, and play demands expertise from strategy … to planning and design … to construction management. Parsons Brinckerhoff draws on 130 years of experience and innovation to serve public and private developers of infrastructure for the communities of tomorrow.For career opportunities

and/or more information,please visit pbworld.com

COMMUNITIES FOR TODAY… andTOMORROW

FFor information abouthow to list your firm in PWF’s

Public-Private Services Directorycontact William Reinhardt

at (908) 654-6572 orwww.pwfinance.net

or email: [email protected]

Page 4: PWF March 2015 color

4 PWFinancing/March 2015

The sale of the Indiana Toll Road (ITR) lease for$5.725 billion to a large Australian infrastructurefund on March 11 has sent shivers of anticipationthrough the global privatization community. Herefinally is a large, long-term, GDP-linked investmentopportunity in the largest economy in the world—andin a state whose economy is surging. The targetedreturn on equity, $3.2 billion (57%), is said to beabout 10%, apparently enough to keep the fund’s non-profit investors happy.

Further, the auction winner, Australia’s IFMGlobal Infrastructure Fund, managed by IFMAdvisors, is over-flowing with public pension fundmoney to invest, and ITR solves some of that prob-lem.

The private auction is done and the sale is com-plete. The winner now needs only final approvalsfrom government, including the business-likeIndiana Finance Authority (IFA), ITR’s owner. AnIFA spokeswoman says it will make its decisionbefore the financial close, now set for late summer orfall.

IFA’s primary concern is operations, and IFM hasmade an agreement with the existing operator to con-tinue in that role. Retention bonuses have beenoffered to key employees of the Indiana Toll RoadConcession Co. (ITRCC), which has been managingthe highway and $460 million in capital projectssince 2006.

IFM’s bid was signed by its executive director,Michael Kulper, an Australian banker who formerlywas President of Transurban North America, wherehe led the development of 495 Express Lanes and 95Express Lanes.

Those long-term toll concessions together areworth about $3 billion, Transurban says. They arethe initial links of a planned managed lanes networkserving northern Virginia commuters in the CapitalRegion of Washington, D.C.

Macquarie Capital is advising IFM Investors. Inaddition to sharing, and losing, a $760-million equityinvestment in ITR, Macquarie funds own half of theDulles Greenway toll road in Virginia and 22.5% ofthe Chicago Skyway, which connects to the ITR.

A One-Off Deal?

For all the excitement, the ITR sale isn’t likely tore-energize the toll road privatization market in theU.S., says a banker working on a competing bid. Thebig equity investment made the ITR deal bankable,but probably won’t be repeated on other potential tollroad privatizations, he says. Finally, while the ITR isdesignated as an Interstate, the 60-year-old road hasno federal funds invested, which would not be thecase on most other transactions.

The large equity investment means IFM’s nonprof-it funds are taking all of the revenue of risk. Its pur-chase price for ITR assumes a 31x return on EBIT-DA, which works out to about $320 million a year.That seems ambitious. EBITDA last year was $182million. The ITR never covered its costs under statecontrol, and it never made a profit under privatemanagement.

IFM’s bank debt is rated investment grade onlybecause of the large equity commitment, says a rat-ing agency analyst.

AUSTRALIAN FUND PLUNGES INTO U.S. INFRASTRUCTURE

Page 5: PWF March 2015 color

PWFinancing/March 2015 5

The Bidders

There were three private bids for the 66 yearsremaining in the ITR concession (whose originalterms, signed in 2006 with former owners Cintra andAustralian bank Macquarie, will govern the newowners).

The second-low offer was about $5 billion fromCintra, which, as the current operator, was widelyviewed as the likely winner of the auction. Cintrawas teamed with Hastings Fund and the CanadianPension Plan Investment Board. The board isCintra’s partner on Highway 407, a lucrative toll con-cession in Toronto.

The third bid, from Abertis and BorealisInfrastructure, was well below Cintra’s. As IFM isnow, Abertis was flush with cash in 2008 when itoffered $12.8 billion to lease the PennsylvaniaTurnpike. Lucky for the Spanish toll road operator,the procurement expired for lack of legislative sup-port just before the financial crash hit Pennsylvania.

A public bid was made by two Democratic counties

at the west end of the toll road that believe they canmake a bundle by forming a new public toll authori-ty that they would control. Over 60% of toll revenuefrom ITR comes from trucks; truck traffic is growing,and most of the trucks are from out of state.

Bankers working with Lake and LaPorte countiesand operator Globalvia put together an all-debt offerof $5.2 billion, to be raised by forming a toll authorityand issuing $5.6 billion in public revenue bonds(including $400 million in reserves). The bankers esti-mate the cost of funds would be below 5%, tax-exempt.

Capital Spending

The 157-mile-long Indiana Toll Road opened in1956. Pavement and bridge conditions currently arebetter than required in the concession contract.That’s mainly because ITRCC spent $460 million onupgrades, including widening the road and upgrad-ing toll collections.

The timing and amount of future capital spendingneeded to keep the road in good condition will sub-stantially affect IFM’s returns. Rather than detailedspecifications, the lease requires IFM to meet level-of-service guarantees, which provides some latitude onthe scope and pace of capex. (continued on p. 7)

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

Page 6: PWF March 2015 color

6 PWFinancing/March 2015

Page 7: PWF March 2015 color

PWFinancing/March 2015 7

The performance specification was included in theoriginal lease partly to increase the up-front conces-sion payment.

The Risk of Politics

Infrastructure privatizations and P3s in the U.S.are vulnerable to changing political winds.

Former Gov. Mitch Daniel nearly lost a fight withhis legislature over the original ITR lease, eventhough it guaranteed $3.85 billion in new money upfront, most of which was used on highway construc-tion during the recession. Conversely, the sale to IFMInvestors delivers a windfall to hedge funds, whohold about $6 billion in debt and swap terminationfees on ITR.

Indiana’s Governor, Mike Pence, a conservativeRepublican, who is held out to be a Presidentialcandidate, is under pressure to return the ITR rev-

enues to public control.

Under private operation, the IFA lease hasallowed tolls to more than double since 2006. Futureincreases are indexed to national GDP or 2% infla-tion, whichever is higher.

The two counties hope they can gain traction byprotesting foreign ownership of the lease. A lawyersupporting the county’s bid claimed that IFA “stuck aknife in backs of all Hoosiers when it supported prof-its going offshore rather than being reinvested innorthwestern Indiana.”

Macquarie’s equity analyst Ian Myles called theoriginal transaction: “Acquiring America.” The ITRcorridor contains 15.5% of the U.S. population. Itused to be called “the Mainstreet of the Midwest.”

Anything can happen in politics. �

A toll road industry veteran warns that the ITRsale could still be reversed. A precedent was set in2006, he points out. Texas DOT had selectedSpanish developer Cintra as the apparent winner ofa large revenue-risk toll concession near Dallas.Subsequently, a more aggressive bid was submittedby a politically powerful public toll road authorityand accepted by the state, with disastrous resultsfor users.

The North Texas Toll RoadAuthority (NTTA) trumpedCintra’s offer for the SH 121toll road concession near theairport in Dallas. NTTA’slast-minute bid of a $3-billionup-front payment was $1 bil-lion higher than Texas DOT’svaluation.

To make the public dealfeasible, NTTA pledgedrevenues from its entirenetwork to support its all-debt financing. Then theeconomic and financial

crisis hit Dallas, and revenues fell. To paybondholders, NTTA raised tolls 32% system-wide in July 2009 and committed to indexthem to inflation annually from then on.

Had Cintra financed the project with equity andPrivate Activity Bonds, as planned, users of thecustomers would not have been charged for NTTA’sforecasting mistake.

(The irony of it all: the Texas TransportationCommission voted Feb. 24, 2005 to request compet-itive proposals on SH 121, before NTTA was in the

picture. At that meeting,Commission Chairman RicWilliamson asked Texas DOT,“Are you convinced that final-ly the private sector world wewish to deal with understandsthat we’re very serious aboutdon’t bring us this stuff unlessyou’re putting your money onthe line?”

Phil Russell, Director of theTexas Turnpike AuthorityDivision at the time, replied:“I think they get it,Chairman, I think they getit.”) �

LESSONS LEARNED ON

THE SH 121 FLIP FLOP

Page 8: PWF March 2015 color

8 PWFinancing/March 2015

27th Annual ARTBA Public-Private Partnerships in Transportation Conference

“P3s in Transition: The Next Chapter”

The nation’s premier and longest-standing event for P3s in transportation

Hyatt Regency Washington 400 New Jersey Ave. N.W. Washington, D.C. 20001

Early Bird Registration is now openat www.artbap3.org

SAVE THE DATE | JULY 15-17, 2015

Tentative Schedule at-a-glance

To sponsor or exhibit at the ARTBA P3 Conference, contact ARTBA’s Ed Tarrant at 202.289.4434 or [email protected].

Page 9: PWF March 2015 color

PWFinancing/March 2015 9

Depressed Treasury yields have created favorableconditions for financing P3s yet few deals are in themarket right now. Next up after Rapid Bridges arethe financial close of Portsmouth Bypass in Ohio(ACS Infrastructure/availability), SH 288 managedlanes in Texas (ACS Infrastructure/toll revenue risk),and I-77 managed lanes in North Carolina(Cintra/toll revenue risk). Developers of all three pro-jects are seeking TIFIA loans.

I-77, originally set to close a few months ago, iswell behind schedule. USDOT’s Credit Council onlyjust received a Letter of Interest from Cintra’s I-77Mobility Partners for a $189-million TIFIA loan. Atthe same March 2 meeting, the Council also receiveda request from North Carolina DOT to extend its$350-million PAB allocation for I-77. The CreditCouncil was asked to increase its TIFIA loan from$208 million to $211 million at the same meeting.

Further out, an RFQ for I-70 East managed lanesin Denver was issued on March 25. And Virginia DOTis now expected to release its RFQ for I-66 managedlanes in mid-April.

Design-Build

In Texas, the Harbor Bridge replacement, a gap-financed project in Corpus Christi, will bid early nextmonth and close soon afterward.

Arizona DOT was awarded a Record of Decisionthis month by FHWA for its Loop 202 SouthMountain freeway. ADOT plans to shortlist soonand award a 30-year DBM contract by November. Forthe uniquely long O&M tail, ADOT intends to requiremaintenance bonds and/or letters of credit at recur-ring intervals, together with potential guarantees,throughout the maintenance period.

Another gap deal, I-395 in Florida, will be FloridaDOT’s next “alternative delivery” project, to be bidnext year.

(A key question for bidders on 395 is whetherFDOT’s contract will follow TxDOT’s lead on SH 183and allow for a “contractor-friendly” gap financing.The hybrid gap-finance/DBOM approach developedby TexDOT was a “true sale” transaction where all ofthe borrowed gap funds are escrowed and paid outduring construction, much like factoring receivables.

Three strong teams bid for SH 183. It was awardedat $850 million to Kiewit, which ended up providingbalance sheet financing for the $250-million gap com-ponent and a 25-year warranty for the O&M period.)

Wish List

The list of uncertain projects grows:

The Illiana toll road P3, already faltering, tookwhat will probably be a fatal hit this month. Crain’sChicago, through an FOIA request, found that formerIllinois governor Pat Quinn buried a Fitch rating lastyear that would disqualify the $1.5-billion projectfrom getting a TIFIA loan.

Demands for transparency are already high on themegaproject agenda as a result of P3 eruptions inVirginia, Colorado and elsewhere. Quinn’s failed

Correction: Purple Line P3

In our story last month “Purple LineDevelopers Like Re-Look,” we wrote that thedevelopers bidding on the project welcomed theextension of the bid deadline to Aug. 21 because itallowed them to defer spending on financial advi-sors, bond ratings and lawyers while scope andother issues were being sorted out.

Among other things, we were wrong on costgrowth, according to the Maryland TransitAdministration (MTA). “The article's claim thatthe cost of the Purple has "more than doubledfrom a 2007 estimate" is incorrect. In 2007, theproject cost was $1.634 billion in 2007 dollars. Thecurrent cost of $2.325 billion is presented in yearof expenditure dollars. If escalation is applied tothe 2007 cost it is within 3% of the current cost,meaning the cost is virtually unchanged.”

Changes made since the final RFP was issuedhave not made the project more prescriptive, MTAsays. If anything, MTA says it has assumed utilitydelay, signaling and other risks as the documentshave evolved. MTA cautions that transit regulato-ry agencies and partners do affect the way it canapply performance-based specifications but “fauxP3” is a mischaracterization. �

U.S. DEAL FLOW SUFFERS FROM DELAYS, ATTRITION

Page 10: PWF March 2015 color

10 PWFinancing/March 2015

attempt to keep Illiana alive in hopes that it wouldhelp him get re-elected is likely to turn up the heat.

Maryland’s’ new governor, a highway advocate,appointed another highway advocate, Pete Rahn, asDOT secretary to review the Maryland TransitAdministration’s Purple Line P3 procurement.Revised proposals are due Aug. 21.

The Monterey County transportation planningagency in California will consider a P3 option for aproposed toll road paralleling Highway 156, whichis being promoted by tourist interests. Federal “highpriority project” funds are available for a prelimi-nary traffic study, which could begin in a fewmonths.

The social infrastructure P3pipeline has nearly collapsed. Thisincreases the importance of the $400-million Marion CountyConsolidated Justice Center indowntown Indianapolis. MeridiamInfrastructure, Balfour Beatty andWalsh Investors were selected inDecember 2014 to negotiate a 35-year DBFOM contract, which isbeing challenged over the differencein cost-of-funds between project-financed debt and public financing.

The financial close by Meridiamhad been set for March 31. The finalvote of the City/County Council now

is on the docket for April 20. “We’re cautiously opti-mistic,” says Gregory A. Ciambrone, VP of StrategicInvestments for The Walsh Group, which holds thedesign–build contract.

A negative vote by the council would deflate themarket.

(PWF’s article last December started: “The U.S.P3 market reached a milestone recently when thewinning bidder for a large social infrastructure pro-ject submitted a financial proposal that featured acommitted-price private placement financing drawndown at the start of construction. This is the firsttime large insurers and pension funds have beenwilling to fund construction of a large U.S. DBFOMproject with a fixed credit spread that was competi-

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

Fitch OnPerformance-

BasedInfrastructure

A March 19 report from fromFitch Ratings supports a propos-al from the American Road &Transportation BuildersAssociation (ARTBA) to increasehighway trust fund (HTF) spend-ing by $27 billion per year over

six years. The plan would raisethe federal gas tax by $0.15 andoffset that increase with a rebatefor middle-class taxpayers. Thetax credit would be funded by aone-time repatriation tax on U.S.corporate foreign earnings.

“In our view,” writes Fitch,“longer term solutions for theHTF could include a combinationof different funding forms. Theseinclude taxes and fees and tollingof existing interstates that couldbe phased in over time.”

Fitch believes, however, thatthere is some risk that a gas taxextension and increase “couldintensify the inherent inefficien-cies in the current system of pol-icymaking and procurement.”

“New legislation needs towean the system off the ways ofthe past and begin building amore disciplined, outcome-dri-ven, performance-based account-able framework that better linksthe beneficiaries of transporta-tion assets to those that pay forit,” Fitch writes. �

Page 11: PWF March 2015 color

PWFinancing/March 2015 11

Editor/PublisherWilliam Reinhardt/Westfield, NJ(908) [email protected]

PWF International EditorDominic Curcio/Madrid (34) 91 [email protected]

PWF CanadaDan Westell/Toronto (416) [email protected]

General ManagerElizabeth B. Reinhardt/Westfield, N.J.(908) [email protected]

Deputy Assistant Copy EditorElinor Harriman [email protected]

Artist/IlustratorKevin Sacco

Advertising PolicyThe use of Public Works Financing as an advertising vehicle, while welcomed, does not entitle advertisers tospecial consideration on editorial content, placement of articles or other special treatment.

Publication Office227 Elmer St., Westfield, NJ 07090© Copyright 2015 by Public Works Financing. All rights reserved.

Subscription PricePublic Works Financing publishes 11 issues annually and charges $697 to governments. For private sectorsubscribers, a site license for office-wide distribution costs $1,397/yr. For subscribers who wish to distributePWF’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 retrievalsystem, or transmitted by any means, electronic, mechanical, photocopying, record-ed or otherwise, without an enterprise license purchased from the publisher ofPublic Works Financing, 227 Elmer Street, Westfield, NJ 07090 (or

ISSN.#1068-0748

Public Works FINANCING • published monthly since January 1988

FOR ADVERTISING AND

SUBSCRIPTION INFORMATION VISIT

WWW.PWFINANCE.NET

tive with other sources of funds and, in this case, thatallowed the winning team to meet the city’s strictaffordability limit.”

In California, Plenary Group has announced thatit expects to reach financial close on its Long BeachCivic Center P3 by year end.

Finally, the LaGuardia Airport CentralTerminal P3 procurement by the Port Authority,effectively a social infrastructure project, still awaitsa decision by Gov. Andrew Cuomo on his long-termplans for New York City’s airports. The RFI wasissued in December 2011.

In the water market, investors in two recent pro-jects, in Rialto, Calif., and Bayonne, NJ, set out onnational tours to convince municipalities to buy intotheir P3 value proposition, which includes privatefinance. KKR’s group got about a dozen hits but, sofar, no bites.

Columbia, S.C., started and quickly stopped aprocurement after anti-privatization nonprofitsshowed up. Scranton, Pa., added a P3 option toits O&M procurement after it had already begun.Three private investor groups are awaiting resultsof an April 7 vote on a nonbinding resolution onwhether or not to lease the water and sewer sys-tems in O’Fallon, Ill. (pop. 28,280), a suburb of St.Louis. �

To access PWF’s InternationalMajor Projects database and for

advertising and subscriptioninformation, visit

www.PWFinance.net

Page 12: PWF March 2015 color

12 PWFinancing/March 2015

On March 30th I addressed the InternationalBridge, Tunnel & Turnpike Association’s annualWashington Briefing. The topic they asked me toaddress was where tolling should fit in as part ofAmerica’s future transportation policy.

While I am on record favoring the long-termreplacement of per-gallon fuel taxes with per-mileroad-use charges, IBTTA’s question forced me to dosomething politicians and planners don’t do enoughof: prioritization. So I reframed the question as:Where will tolling give America’s highway users thegreatest bang for the buck?

In my view, the two greatest problems in surfacetransportation are (1) the aging and increasinglyinadequate Interstate highway system and (2) chron-ic urban freeway congestion, with direct costs to high-

way users that exceed $120 billion per year (and indi-rect economic costs to metro areas at least doublethat). And tolling excels at both generating revenue tofinance the creation of new highway capacity and,when implemented on a variable basis, providing thebest available means of reducing freeway congestionon a long-term, sustainable basis.

Since the federal MAP-21 surface transportationlegislation expired last September 30th, Congress isunder serious pressure this year to reauthorize theprogram. What Congress does about tolling can eitherencourage or stymie efforts by state DOTs and localMPOs to pursue toll-based policies for Interstatereconstruction/modernization and building out metro-area managed lane networks.

In MAP-21 Congress revised federal tolling policyin some helpful ways, including the mainstreaming oftoll finance and managed lanes in general. But whenit comes to Interstates, the liberalized tolling policyonly permits toll financing for the addition of newlanes and for the replacement of existing bridges andtunnels. The reality is that tolling only newly addedlanes will not generate the revenue needed to recon-struct existing lanes.

Therefore, I think the entire highway communityneeds to rethink the terminology used to discuss whatwe seek for the Interstates. When an Interstate’sexisting lanes are so old and worn-out that they needto be reconstructed—as will increasingly be the casefor most corridors over the next two decades—whatwe are really talking about is replacing those aginglanes. Federal policy should not forbid a state DOTfrom using toll financing to replace its worn-outInterstate lanes, which in many cases would makesense to do at the same time as adding additionallanes, if warranted by long-term traffic projections.

In addition to changing the terminology, as a practi-cal matter it is also up to us to take very seriously theconcerns of highway user groups, such as AAA and the

Transportation PolicyReview

by Robert W. Poole, Jr.

WHERE IS TOLLING MOST URGENTLY NEEDED?

www.hntb.com

omc.tb.hnwww

Page 13: PWF March 2015 color

American Trucking Associations. Despite those groups’official positions against Interstate tolling, both groups’leadership know that their preferred solution of federalfuel tax increases is highly uncertain in the currentpolitical environment. They know the inadequacies oftoday’s Interstates, and they also know that withoutmajor investment in replacement and additions, theirmembers are going to suffer. The user-friendly tollingpolicies that Reason Foundation has developed (calledValue-Added Tolling) have already made a positiveimpression on highway user groups.

What we should urge Congress to do in the currentreauthorization is to provide states with the option to usetoll financing to replace and widen their currentInterstates, by mainstreaming the existing three-stateInterstate System Reconstruction and Rehabilitation PilotProgram with more explicit highway-user protections.

On managed lane networks, there is good progressnationwide, with networks of this kind in the long-range plans of at least nine major metro areas andbeing discussed in a number of others, includingChicago, Denver, Jacksonville, Orlando, Tampa, andWashington, DC. But Congress could help DOTs andMPOs overcome opposition by making some modesttweaks to existing highway and transit policies.

First, when it comes to enforcing FHWA perfor-mance requirements for HOV lanes, the remedy forthose operating as HOV-2 that fail to maintain 45 mphor more, 90% of the time, should be to increase theoccupancy level to at least HOV-3. It is very difficult forlocal agencies to take this sensible and much-neededstep, so it would be a big help if they could tell theirelected officials and carpoolers that “Washington madeus do it.” That change would open up those HOV lanesto conversion into viable HOT lanes, in many cases fill-ing in key parts of a planned network and likely gener-ating revenues in excess of operating costs to help payfor the portions of the network requiring new construc-tion.

A second set of changes would aim at making thenetwork more transit-friendly. Currently the FederalTransit Administration supports both bus rapid tran-sit (BRT) and conversion of HOV lanes to HOT lanes.But it only counts as “fixed guideway miles” thoseHOT lanes that are created by converting HOV lanes.Any HOT lanes that are created by new constructiondo not count toward that total. This matters, becauseFTA formula funds for transit agencies are based inpart on its total of fixed guideway miles. A HOT laneis just as much an uncongested BRT corridor, no mat-

ter how it was created. This change would provide astronger incentive for transit agencies to support thecreation of managed lane networks.

A more radical change would be to open up FTA’sNew Starts and Small Starts grants programs to theconstruction of HOT lanes that would be part of a net-work used by BRT vehicles in addition to cars. Anyvariably priced lane can provide an uncongestedguideway for express bus service that is the virtualequivalent of a bus-only lane. The idea researched sev-eral years ago in Tampa for “Bus Toll Lanes” envi-sioned FTA capital grants being used by a transitagency to help pay for new HOT lanes, alongsideeither a state DOT or a local toll agency. To the extentthat such a lane generated net revenue after annualdebt service and O&M costs, the sponsoring agencieswould share proportionally in that net revenue.

Neither increased Interstate tolling flexibility nortweaks to FTA’s HOT/BRT policies would involve anynew federal spending. But both would foster increasedtoll financing of much-needed surface transportationinfrastructure, creating additional opportunities forlong-term P3 concession projects as well. �

PWFinancing/March 2015 13

ENGINEERING & ENVIRONMENTAL SOLUTIONS Transportation Architecture Building Technology

Energy Environmental Services

www.typsa.com www.aztec.us

Robert W. Poole, Jr. is the director oftransportation studies at the

Reason Foundation.

Page 14: PWF March 2015 color

14 PWFinancing/March 2015

Traffic counts on about of half of the 47,000 miles ofInterstate highways in the U.S. are 40,000 daily trips ormore. At a toll of 10 cents per mile for cars (the NJTurnpike charges 11.4 cents), and 30 cents for trucks,those high-traffic segments could be self-supporting on alife-cycle basis, according to Jordi Graells, CEO ofAbertis USA.

At those toll rates, 100 toll revenue-risk concessionscould be awarded in a first round of leasing. Each con-cession would generate as much as $300 million a yearin income, enough to bond the replacement of 10,000miles of high-performance roads over time. To make thiswork, toll collection systems on all of the roads wouldhave to be interoperable, says Graells. �

From PWF November, 2002:

“The U.S. Congress and the BushAdministration face a "perfectstorm" of transportation fundinglegislation next fall with the reau-thorization of Amtrak and the avia-tion and highway and transit pro-grams. The political and economicrisk of delay is great, especially for

the new Republican majority.Without a substantial increase inhighway funding—the grease thatmade TEA-21 possible—there is lit-tle chance of a smooth transition tothe next generation of federal sur-

face transportation programs beforethe 2004 presidential election.

To preserve the hard-won peaceachieved since 1999 among compet-ing transportation modes and inter-est groups, all will have to agree rel-atively soon on ways to add newmoney to the pot.” �

THE ELEPHANT IN

THE ROOM

Page 15: PWF March 2015 color

PWFinancing/March 2015 15

On January 13, 2015 Public Works Financingsponsored its second annual Town-Gown roundtablediscussion of critical concerns in the U.S. P3 indus-try. Two dozen representatives of state DOTs,bankers, P3 developers, advisors and professorswere hosted at ARTBA headquarters for a three-hourgive-and-take moderated by PWF editor BillReinhardt.

DOT representatives asked the questions; firstresponders picked by PWF framed the discussion,and the floor was opened to lively debate. What fol-lows is the edited transcript of one of thos debates.

What Happens After The Financial Close?Uncharted Waters

Question

A state DOT executive running a major P3 pro-curement asked the Town-Gown participants whathappens after the financial close? “How do we struc-ture this; how do we manage this asset or this con-tractual relationship going forward?”

“We are at the very early stage for most of theseDBFOM projects. Some of them have progressed intothe operations period, but most are still very much inthe early stages. Government spends a lotof resources internally and on consultantsto get the contracts in place, but thenthose resources quickly fall away. Wewant to maintain oversight, but we’regovernment and our resources are limit-ed.

“What do you want as the contractmoves into the implementation period interms of the public sector side, and whatare some good examples and bad exam-ples of things that have appeared in con-tracts that have already been finalized?”

Answers

First speaker: “I think we’ve seen in theearly days that the government ownersoften were surprised when the private

sector development team fell away and a whole newcast of characters showed up post-financial close toput into place a contract that they may or may not beintimately familiar with.

“I think the poster child for not doing it particular-ly well is the Chicago Meters, where you had a wholebunch of issues just in a relatively brief transitionperiod that occurred. To be fair to the concessionaire,it was brief, they solved them right away, and movedon, but there was a disconnect not only between thetransition to operations, but also just understandingthe value of a public asset and what happens whenmedia perception gets away from you on a project.Literally to this day, we are all still hearing aboutChicago Meters as something to be avoided.

Second speaker: “DOTs, or any public owner, needto have their eyes wide open. Right now, there isn’tan administration process in this industry. Yes, trustthe lenders and their technical advisers. But you’regoing to have to administer these contracts andyou’re going to need to know what that’s going to costyou.

“One topic that’s come up is the non-compliancepoint system database that tracks compliance duringthe design and construction period. Somebody on the

PWF’s Town-Gown Roundtable On P3s

WHAT HAPPENS AFTER THE FINANCIAL CLOSE?UNCHARTED WATERS

Page 16: PWF March 2015 color

16 PWFinancing/March 2015

owner side has to have a very clear understandingof the non-compliance points process. What is apoint, the notice, the cure, when may it trigger thedispute process threshold, and making sure thattheir database is set up to track these things.

“I hate to say it but I think this is a dirty littlesecret in the P3 world, and I think we all need tostart opening our eyes to this because the non-com-pliance point system, and the financial deductionsassociated with them, are key to the incentiveaspect of the P3.

“I think there’s a lot that needs to be done betterto make sure these systems are set up properly.There is a lot of reliance on the technical side in cre-ating these things and administering them. Boththe commercial and the technical people need to bein sync with the owner to make sure that these sys-tems work properly.

Third speaker: “Even in a place like Canada,where we’ve done an extensive amount of work, theprovinces, some of which have 40-50 projects undertheir belt, it’s creaky at best especially when some-thing starts to go sideways. If it’s just normal-course

stuff that’s one thing. But the minute you try tobegin to use your documents and figure out what weknow and what we don’t know (and God help you ifyou have to refinance one of these things), that’sanother aspect of it.

“It’s truly a landscape that is unknown territory,and for some projects, the law firm that wrote thecontract is in another country.

“We literally are living it and watching it happen.A few of the provinces have dedicated offices likeInfrastructure Ontario and Partnerships BC andthey do have a lot of experience and dedicated tal-ent. But it’s not pretty to watch what happens whenyou actually have to start to weigh in on some ofthese issues.

“Project models are not operating models. Andoftentimes that simple point, the notion that themodel that was built, that is baked into the docu-mentation, when folks go to actually do somethingwith it later, they discover that it just simply wasn’tbuilt to do that. Frankly, oftentimes, if you do go torefinance a project then the documentation requiresthe model to be rejuvenated and referenced back.

“So there needs to be a living version available,and that might work and it might not, frankly.There are some real issues associated with it. Youcould end up being very hamstrung and have a com-pletely new staff that has no idea what happened inthe original transaction.

“Now, they have to figure out how to make deci-sions based on numbers that were generated sevenyears ago by people that aren’t around, by a modelthat may or may not work, that wasn’t reallydesigned to be in the operating phase or accuratelytrack seven years worth of construction, and threeyears worth of operation, or whatever. That’s a realproblem.”

Fourth speaker: “Because these are all mega-pro-jects, the lenders would like to know what happens.It starts with something as simple as whom do youcall first? Some of this is really not the owner’sissue, it’s really the project’s issue. But whom do youcall first, and what level of disclosure are yourequiring?

“For the availability projects, there are issues ofcompliance and non-compliance, and non-availabili-

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.

Page 17: PWF March 2015 color

PWFinancing/March 2015 17

ty. Some of these, whether you disclose them tolenders or not, is really key to whether or not you getpaid, from the lenders’ perspective.

“I’ve not seen any standard reporting requirementfrom either the owner’s side or the project side as towhether or not straight-up you’re in compliance. Theowner requires daily, monthly, quarterly, annualreporting but, as a matter of course, are you in com-pliance with the concession? It’s such a basic thing,but it doesn’t come out anywhere. That question getslost in all these other smaller things.

“TIFIA requires detailed reporting. For theElizabeth River Crossing project in Virginia, the con-cessionaire had a lot of reasons to go back andamend their TIFIA program because of the changes

in the state funding sources. Every time that hap-pened they had to go back and amend their model.As result, they converted their model from what wasa financing model to a real working model.

“That made so much sense, because they actuallyset up tabs in the model that referenced differentsections of the concession agreement. For everyrequirement under the concession agreement, youcan go to this tab and find it. And as a lender, as arating agency, that’s beautiful!

“In general, in terms of confidentiality betweenthe owner and the private sector, maybe they don’twant to share all that. But the types of things doneby Elizabeth River Crossings are really good exam-ples of lessons learned.” �

� Quebec To Delegate P3 Deals to CdPThe Quebec government is hoping that it can out-source major infrastructure projects to a provincialpension fund through an arrangement that leavesthe public sector with decisions about what will bebuilt, but gives all other aspects of the project to thefund.

The government and La Caisse de Depot etPlacement du Quebec (CdP) have reached an agree-ment that will have the Caisse plan, finance, own,execute and operate projects. The Caissee has aboutCdn $225 billion in net assets used to provide pen-sions for mostly public employees.

Under the proposal, the government will identifyprojects that might interest the Caisse, the Caissewill consider them and, if it deems them suitable,suggest financing and economic models. If the gov-ernment agrees, the Caisse will run the procure-ment, encouraging competition to cut costs, possiblyselling equity and using debt. It will bear all therisks.

The government likes the plan because it will keepinfrastructure costs off its books. If it has any finan-

cial involvement with a project, it will be in the formof non-voting equity. The Caisse thinks the projectswill deliver steady income, low capital risk and infla-tion-resistant assets. The Caisse will have the right toset fares on the transit projects. With a well-designed,well-operated quality transit service, “it is possible tomake reasonable returns,” said Macky Tall, SeniorVice-President, Infrastructure, Private Equity.

CanadianInfrastructure Finance

3.5"

4.5"

ASSURED GUARANTYFILE: 5254_TeamwrkPubFinVERT_Aug_NM ES2.indd

PWFInsertion: 2014 Due: 9/22/2014

MECHANICAL SIZE: 3.5" WIDE X 4.5" HIGH

RULE PRINTS

TEAMWORK GUARANTEED

ASSURED GUARANTY MUNICIPAL CORP. | NEW YORK, NEW YORK | ASSUREDGUARANTY.COM

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 For three decades, Assured Guaranty’s strong guaranty and responsive

service have helped municipal issuers and public-private partnerships

launch cost-saving insured bonds. Our trusted wrap can make bonds more

marketable and proposals more competitive. Contact us for more information.

Lorne Potash: 212.261.5579 [email protected]

Mary Francoeur: 212.408.6051 [email protected]

Page 18: PWF March 2015 color

18 PWFinancing/March 2015

The Caisse’s return will be at market rates andreviewed by an independent auditor. The fund madea 13.8% annualized return on its infrastructure port-folio over the past four years. The government canbuy the asset from the Caisse at market rates.

However, the concept requires the Quebec legisla-ture first to amend several acts that affect theCaisse. One act governs allowing the Caisse to set upan infrastructure subsidiary. The government hasalready proposed amendments to several bills toallow the government to expropriate land needed forthe projects and to exempt the projects from acts thatgovern municipal transport and municipal taxes.

The fund is not doing any detailed planning workuntil those are passed, said Tall.“The Caisse has saidthere is a 2020 target date for completion of the pro-jects. Based on its experience, 2020 is doable,” hesaid.

Two possible projects, expected to need Cdn $5 bil-lion in financing, have already been identified: anLRT to be built over the planned P3 Champlainbridge across the St. Lawrence River in Montreal,and a transit system linking downtown Montreal tothe airport. The revenue sources may include maxi-mizing ridership, accessing funding from the federalgovernment (which has supported a number of P3

transit projects), and exploiting rising land valuesthat follow new transit lines and the Caisse’s verylong time horizons.

Opinions are mixed on the prospects for capturingthe value of real estate increases. Some academicsthink “land value capture” (LVC) is not realistic. Butseveral recent reports suggest LVC can produce realbenefits, including one that estimates it can cover35% of the capital cost of the Montreal lines. Otherreports suggest much lower values for LVC.

The Caisse has an advantage in this area: it has alot of real estate experience. Its Ivanhoe Cambridgereal-estate arm has become one of the largest devel-opers in the world by moving from finance to plan-ning, developing, overseeing the construction andthen managing the asset. In fact, it hopes to replicatethe Ivanhoe Cambridge model in infrastructure, andexport the model to other jurisdictions, Tall said.

The Caisse is also a big investor in transit, recent-ly announcing a Cdn $830-billion purchase of 30% ofthe Eurostar train service between London, Brusselsand Paris. It was a lead investor in the Canada Linetransit P3 in Vancouver, is a shareholder in the twofast train companies that link central London withits two main airports, and is one of two shareholdersin Keolis, a large international transit operator.

. . . Latin American News

� Niteroi Bridge Goes To Ecorodovias Brazil’s federal transportation regulator ANTTawarded the re-concession of Rio de Janeiro’s PonteNiteroi bridge to toll road operator EcoRodovias,which soundly beat CCR, the current operator, forthe new 30-year lease. EcoRodovia’s bid was 18%lower than CCR’s. Absent from the contest wereBrazil’s major contractors, barred from bidding asthey grapple with the federal prosecution investigat-ing their involvement in the corruption charges thatplague Brazil’s oil giant Petrobras.

EcoRodovias won with an offer to charge a basictoll to cross the 13-km Ponte Niteroi of Reais 3.28(US$1.02), 36% below the capped maximum of Reais5.18 (US$1.61) set for the tender. CCR’s currentbasic toll for crossing the bridge is Reais 5.20(US$1.65).

EcoRodovias was founded as a civil works contrac-tor and has since expanded to a conglomerate. It is64% owned by CR Almeida and runs six toll roads in

We createfuture 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.

Page 19: PWF March 2015 color

PWFinancing/March 2015 19

Sâo Paulo, Espirito Santo and Parana states,totalling 1,770 km in length, and a container port inSantos, Brazil’s largest, that connects with its tollroads in Espirito Santo.

EcoRodovias will take over the Ponte Niteroi con-cession from CCR in May 2015.

� Mexico Aqueduct Deal Under AttackThe Employers Confederation of the MexicanRepublic (COPARMEX), a business organization, isslamming a P3 project obtained six months ago byengineering-construction firm ICA (Mexico) to build aMex peso 18.2-billion (US$1.2-billion) aqueduct thatwill supply water to the city of Monterrey.

Aligned with a citizens’ group, Coparmex presi-dent Alberto Fernandez is urging the government ofthe state of Nuevo León to delay construction of theaqueduct by 10 months to permit a review of corrup-tion charges and irregularities swirling around theproject.

Coparmex submitted a report to the water author-ity, Servicios de Aguas y Drenaje de Monterrey, citingfifteen irregularities in the 30-year Monterrey VIcontract that could triple the cost. The report includ-ed a study by The Nature Conservancy, a U.S.-based

environmental organization, that questionedwhether the Panuco River’s water flow could sustainthe aqueduct transport project.

Acueducto Monterrey VI calls for a 372-km-long,84-inch-diameter aqueduct to transport 5 cu m persecond of water from the Panuco River in Veracruz.The aqueduct will link with an existing 130-km aque-duct and reservoir, Cierro Prieto, which servesMonterrey. Nuevo León will support the project witha Mex.peso 3-billion (US$195 million) grant.

� Brazil Water Sector Takes HitsDrought and the Petrobras corruption probe are hit-ting Brazil’s water sector. As the drought lingers,water taps run dry in Sao Paulo city and the city’swater utility Sabesp grapples with a 46% slump inrevenues. According to projections by UBS andGoldman Sachs this will translate to a 19% reductionin earnings from providing potable water to house-hold consumers.

The drought began to affect Sabesp in 2014 andforecasts say it will extend through 2015. As a result,Sabesp, which is 50.3% state controlled, is planningto lay off 9.2% of its 15,015 workers this year. Its pay-roll peaked at Reais 1.58 billion (US$490 million) inthe middle of last year.

Energy, water and environmental services

for sustainability and human progress

twi�er: @veolia_nawww.veolianorthamerica.com

Page 20: PWF March 2015 color

20 PWFinancing/March 2015

Sabesp officials have promised ambitious solutionsto the drought, including new reservoirs. But thereservoirs are a long way off and Sâo Paulo’s reservoirsystem could run dry in 2015. Experts say the originsof the crisis include run-off from deforestation, pollu-tion, a surging population and a chronically leaky sys-tem. More than 30% of the city’s treated water is esti-mated to be lost to leaks, including pilfering.

With that outlook, Sâo Paulo state governorGeraldo Ackmin is looking to a P3 to reduce waterlosses. Ackman wants the government to partnerwith a financially strong contractor to replace obso-lete pipes and water meters, to combat illegal connec-tions, and to detect leaks with new technology. Thecontractor would provide the initial capital and thegovernment would pay based on targets met.

But the contractors are tied up in Lavo Jato(Operation Carwash), the Petrobras corruptioninvestigation. Mid-March Brazil’s federal comptrollergeneral lodged corruption charges against some bigcontractors, many of whom have water subsidiaries.These include OAS, Camargo Corrêa, GalvaoEngenharia, Andrade Gutierrez, and Odebrecht,including Odebrecht Ambiental. The companies arenot allowed to sign new contracts or raise money,leaving several water projects in limbo.

Galvâo Engenharia has filed for bankruptcy pro-tection for itself and some of its affiliates after it ranout of operating cash in a failed struggle to obtainbank funding amid the fallout from Lava Jato.Gâlvao Engenharia’s water and sanitation unit, Cab

Ambiental, however, is not included inits parent’s bankruptcy filing as Gâlvaois reported to be negotiating a leniencyagreement for its water unit with thefederal prosecutor. Gâlvao is allegingthat Cab Ambiental, unlike its otherbusiness units, never did business withPetrobras.

Also as a result of Lavo Jato, construc-tion conglomerate OAS is selling, amongother assets, its water subsidiarySoluçoes Ambientais (SA). SA is aBrazilian municipal potable water sup-plier and wastewater services companythat, under the name of EmpresaPeruana de Aguas, also has a 30-yearconcession in Lima, Peru to supply waterto 8 million people.

The sole bidder for SA was PlaneamentoAmbiental Aguas do Brasil, S.A. (Saab), which has13 municipal contracts in the states of Rio deJaneiro, Sao Paulo and Amazonas. Saab lodged itsbuy offer to buy SA in mid-February and begantalks this month.

� Chile Ramps Up For ConcessionsChile is planning to fast track US$1.8 billion worthof P3 toll highways and create a new governmentConcessions Directorate to rev up its sluggish econo-my. The toll roads will be rolled out to bid over thenext year. President Michelle Bachelet, whoannounced the plan in the middle of March, empha-sized that the new roads will be in addition to a six-year US$9.9-billion infrastructure program that wasstarted last year. The fresh capital investments areto improve the bruised Chilean economy, which issuffering from a smaller volume of lower priced min-eral exports.

There are three tollroad projects in the deal:

• 247-km, US$1.2-billion highway that will run frommetropolitan Santiago, connectng Alhué to Olmué

• US$284-million four-laning of 384 km of road on asection of Ruta 5, known as the Pan AmericanHighway, between Iquique and Calama

• US$300-million upgrade of a 76-km section of Ruta5 linking Rancagua and Las Cabras in theO’Higgins region, south of Santiago. �

INVESTING FOR THE COMMUNITYFounded 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 [email protected]

Joe [email protected]

www.meridiam.com

Thilo [email protected]

Montreal University Hospital Research Center, Quebec

Long Beach Courthouse, California

Page 21: PWF March 2015 color

PWFinancing/March 2015 21

Energy, water and environmental services

for sustainability and human progress

twi�er: @veolia_nawww.veolianorthamerica.com

Yes, I agree to pay annually—�$697 (government)� $1,397 for corporate site license (pdf/paper to one office)�$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 [email protected] • 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 updates, politicaltrends, commentary, profilesof industry leaders.

� Unlimited password accessto the most comprehensive,accurate and up-to-date P3projects database in the industry.

� Discounts on PWFʼs P3 NetworkingBreakfast Club.

� Youʼll understand the new rolesbeing played by design-buildcontractors, developers, equipmentsuppliers, bankers, engineers andothers in major financial transactions.

� Youʼll track the realignment of risks andrewards on publicly sanctioned projectsfunded through innovative public-privatefinancial structures that work as off-balance-sheet deals.

JJuullyy--AAuu

gguusstt 2200

1144

Volume295

TheJournalof Record

forpublic-private partnerships

since 1988

In April

thecons

ervative

magazin

e The W

eekly

Standard

publishe

d a five-p

agecove

r story ca

lled“HO

T

andBoth

ered,” w

hichchar

acterized

the expre

ss toll lan

es

project o

n theCap

ital Beltw

ay (I-495

) as“ano

thernigh

t-

marefrom

the subur

bs-hating

traffic pl

anners.”

Thearti-

cle gross

ly misrep

resented

howthis

Fluor/Tra

nsurban

toll

concessio

n project

came ab

out,and

alsoattac

kedthe p

rin-

cipleof e

xpress to

ll lanes

as horrib

ly elitist

: thecove

r

illustrati

on show

ed an ov

erhead s

ignsepa

rating tra

ffic

into“Exp

ressLane

s” and “R

iff-Raff.”

Youmigh

t think a

conserva

tivemag

azine wo

uld favor

ideas lik

e marke

t pricing

andinfra

structure

privatiza

-

tion—bu

t not

inthis

case. A

uthor Jo

nathan

Lastport

rayed th

e con-

cession a

s anexam

ple of

“crony

capitalis

m,”

complete

lymisu

nder-

standing

howVirg

inia’s

Public

Private

Transpor

tation

Act

works. H

e charac

terized

the deal a

s yielding

“pri-

vatized

profits

and

socialize

d losses,”

ignor-

ing the s

hiftof b

oth con-

struction

costrisk

and

traffic &

revenue

riskto

the conce

ssioncom

pany.

Andhe c

laimed th

at most o

f themon

ey invest

ed inthe

project w

as from

“taxpaye

rs,”not

the privat

e sector,

by

counting

onlythe

equity in

vestmen

t aspriv

ate—even

though F

luor/Tra

nsurban

is fully a

t risk fo

r debt se

rvice

on the pri

vateactiv

ity bonds

andTIFI

A loan.

Where do

these ide

as come f

rom? I’v

e been re

search-

ing this s

ubject fo

r a chapt

er inmy f

orthcom

ing book

on

21stCen

turyHigh

ways. M

y resear

ch has fo

unda gr

ow-

ingnetw

orkof g

rass-root

s, right-

wingpopu

listgrou

ps

opposing

tolling a

nd P3 co

ncession

s. One o

f theorig

ina-

torsof m

anybogu

s argume

nts on the

se subjec

ts isa Sa

n

Antonio

housewif

e, Terri

Hall, fo

under of

thegrou

p

TURF (T

exans Un

itedfor

Reform and

Freedom

). Her

efforts h

elped bri

ng about

a two-ye

ar morato

riumon c

on-

cessions

in Texas

in 2007. T

his year s

he led a s

uccessfu

l

effort to

change th

e platform

of the Te

xas GOP f

rompro-

tollsto a

nti-tolls.

Andher

anti-tolls

, anti-P3

agitation

appears

to have

swayed G

OPgube

rnatorial

candidate

GregAbb

ott (the l

ikelysucc

essor to

pro-tolls

RickPerr

y)

to adopt a

nti-toll p

ositions.

ButTerr

i Hall’s g

rass-root

s activism

has conse

quences

far beyon

d Texas.

Similar

right-wi

ngpopu

list

groups

areactiv

ely

opposing

P3sand

tolling

in Florid

a, Georg

ia, and

North C

arolina.

Eachis

alsoled

by acrus

ading

housewif

e, and the

ir web-

sitesuse

many of t

he

same

terms (toll

-tax,

crony ca

pitalism)

, argu-

ments (abr

idging

state

sovereign

ty, most

of the

funding i

s from ta

xpayers,

etc.)and

materials

(such

as the v

ideo“Tru

th Be

Tolled”)

. When

Georgia

Gov. Na

thanDea

l termina

ted in mi

d-procur

ement th

e P3

concessio

n for At

lanta’s W

est by No

rthwest e

xpress to

ll

lanes pr

oject, it

wasthe

statesove

reignty is

suethat

he

cited. Th

e North C

arolina g

roup(who

se websi

te iscalle

d

P3times

.com) cam

paigned

hardagai

nst the I

-77expr

ess

tolllane

s project,

fortunate

ly withou

t succeed

ing.

Therigh

t-wing p

opulists

in Florid

a have fa

iledto de

nt

thisstate

’s steady

progress

withtolli

ng and c

oncession

s,

but their

current e

ffortis at

tempting

to derail

All Aboar

d

IT’STIME

TO RESPO

ND TO PO

PULIST O

PPOSITIO

N

by Robert W

. Poole, Jr

.

PUBLIC WORKS FINANCING Richard Fierce, Sr. VP, Fluor Corp.“PWF is the #1, must-readpublication in our industry.”

Page 22: PWF March 2015 color

22 PWFinancing/March 2015

Veolia offers the most complete range of environmental solu-tions to meet the challenges of cities, governments, campuses,businesses and industries. We are the global leader in opti-mized resource management, helping our customers addresstheir environmental and sustainability challenges in energy,water and waste. That means helping develop access toresources, protecting and conserving available resources, andreplenishing them. We improve our clients’ energy efficiency,better manage their water and wastewater, and recoverresources from their wastes. We do this in a safe, cost-effec-tive and innovative manner for more than 550 communities andmore than 30,000 businesses, campuses and organizationsthroughout North America. Veolia (NYSE: VE and Paris Euronext: VIE) recorded revenue of$31 billion* in 2013. www.veolianorthamerica.com • 800-522-4774Twitter @Veolia_NA

*Excludes Transdev employees and revenues currently under divest-

ment.

PUBLIC-PRIVATE SERVICES DIRECTORY

As part of SUEZ ENVIRONNEMENT, United Water pro-vides water and wastewater services to 5.3 million people in20 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 systemsthrough innovative public-private partnerships and contractagreements. Founded in 1869, the company's core expertisein providing safe, clean drinking water has evolved into provid-ing a full range of services, from technical assistance to totalasset 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 TomBrown at [email protected] or(201) 767-9300.

OUR LOYAL READERSAND ADVERTISERS

Public Works Financing pub-lished its first issue in January1988 and quickly built a strongbase of loyal subscribers by provid-ing accurate, objective and timelyinformation about public-privatepartnerships and innovative deliv-ery of public works infrastructureprojects

Readership has grown eachyear since then, and PWF nowreaches about 4,000 private prac-tioners, government owners, aca-demics, students and others inmost parts of the world. Twentyof the largest investors, designfirms and construction companiespay for the right to distribute ourpdf each month to as many of

their employees as they wish.Some send PWF to over 50 peo-ple!

Our advertisers have takenloyalty to new heights. Of 36 cur-rent advertisers, 18 have market-ed their services in PWF for over10 years (eight of them for over15 years and four for 20 years).

Our first advertiser cameaboard in 1990 and was quicklyfollowed by Parsons Brinckerhoff,Nossaman, CDM Smith, Herzog,Hawkins Delafield & Wood, andElias Group, all of whichare stilladvertisers.

The U.S., Spanish, andFrench transportation develop-ers (12), and the country’slargest municipal water opera-tors (2), came next. Then, start-

ing in 1995, the full complementof technical, legal and procure-ment advisors came aboard,including most recently MayerBrown, Ernst & Young, RabaKistner, HNTB, HDR, AECOM,O.R. Colan, Jacobs, LochnerMMM and TYPSA-Aztec engi-neering. More recently, theAssociation for the Improvementof American Infrastructure, andfinanciers Assured Guarantyand KeyBanc Capital Marketsfollowed.

Together, these firms have suc-cessfully closed well over $300billion worth of road, rail, waterand buildings projects worldwidesince 1985. �

For a rate sheet, please visitPWFinance.net

or contact William G. Reinhardt,

Page 23: PWF March 2015 color

PWFinancing/March 2015 23

O. R. Colan Associates (ORC) provides a full range of realestate services related to the appraisal, acquisition and reloca-tion phase of design build highway projects. With more than 29offices in 20 states nationwide, the company is broadly recog-nized as a leader in providing real estate solutions for publicworks projects. ORC provided the right of way acquisition andrelocation assistance for the following successful design-buildhighway projects: Segments 1-6 of SH 130 and the DFWConnector projects in Texas; the Pocahontas Parkway inVirginia; US 158 in North Carolina; Route 3 North inMassachusetts; I-64 in Missouri; I-93 in New Hampshire; andSections 2 & 3 of I-69 in Indiana. ORC is currently providingright of way services on the Zachry-Odebrecht Parkway BuildersTeam for the Grand Parkway in Houston, Texas. These projectscombined involved the acquisition of more than 3,000 parcelsand the relocation of more than 1,000 residences and business-es. Time is money on a design build project. ORC has theproven ability to deliver the right of way on time for constructionon fast paced projects while meeting all state and federalrequirements. Contact Steve Toth, COO, [email protected] or visit us at www.orcolan.com.

Sacyr Concesiones Throughout its almost 20-year trackrecord, Sacyr Concesiones has more than proven its expertiseand technical know-how, as well as its financial capacity withcommitted global investment amounting to 16 billion dollars.The company specialises in greenfield projects in which it han-dles the design, financing, construction and management ofassets. This global conception of business, combined with itsactive project management, allows the company to bring addedvalue to its concessions, thereby attracting financial partners.It currently operates over 30 infrastructure concessions in six

countries (Spain, Portugal, Chile, Peru, Italy and Ireland) withinsuch 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: Mr. Carlos Mijangos [email protected] +3491 545 5000

Sacyr Concesiones“We create future value”

PUBLIC-PRIVATE SERVICES DIRECTORY

With over $8 Billion in P3 projects, Raba KistnerInfrastructure (RKI) has established its reputation as aleader in quality management programs. We are a national com-pany that provides professional consulting and engineering ser-vices in the areas of Construction Quality Management,Program Management (PM+)TM, Independent Engineer andOwner’s Verification and Testing, and Construction QualityControl/Quality Acceptance Programs, Right of Way (ROW)Management and Acquisition, and Subsurface UtilityEngineering to government and industry clients. Our expertisein 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 programs.Our award winning data management and document controlprogram, ELVIS, provides real time management information toassist in making time-critical decisions.

For more information, contact Gary Raba, D Eng, P.E. [email protected] or by calling 866-722-2547.

Parsons Brinckerhoff is a global consulting firm assisting publicand private sector clients plan, develop, design, construct, oper-ate, and maintain hundreds of critical infrastructure projectsaround the world. Parsons Brinckerhoff’s experience extends toevery form of transportation, including airports, rail systems,buses, roads, and ports. For complex projects procured throughpublic-private partnerships or using design-build, the companyprovides contractors and concessionaires project development,design engineering, and operations services. We apply ourworld-class technical expertise and our deep understanding oflocal needs to develop innovative solutions that create value forour clients and for the community the project serves. Contact: Karen J. Hedlund, Director, Public-PrivatePartnerships, 212-465-5059, [email protected]; LenRattigan, Alternative Delivery Director, (703) 742-5740,[email protected]; Sallye Perrin, Public PrivatePartnerships manager, (410) 246-0523, [email protected];or John Porcari, Strategic Consulting Director, (202) 661-5302, [email protected].

Page 24: PWF March 2015 color

24 PWFinancing/March 2015

Osler, Hoskin & Harcourt LLP has one of the leadingpublic-private partnership (P3) legal practices in Canada.Osler has extensive experience in all types of P3 arrange-ments including concessions, outsourcing of services, andprivatizations of various government agencies, crown corpo-rations and service providers. We have advised on a broadspectrum of P3 projects including major transportation (high-ways and airports), public transit, hospitals, schools, prisons,police stations, casinos, waste, water treatment, power gen-eration and transmission facilities and other infrastructureprojects. We represent public and private sector participantsincluding developers, contractors, consortiums, serviceproviders, governmental agencies, consultants and financialinstitutions.

Please contact Bob Beaumont at (416) 862-5861 (e-mail:[email protected]), Lorne Carson at (403) 260-7083(e-mail: [email protected]), Tobor Emakpor at (416) 862-4268 (e-mail: [email protected]) or Rocco Sebastianoat (416) 862-5859 (e-mail: [email protected]).

PUBLIC-PRIVATE SERVICES DIRECTORY

Nossaman LLP, a U.S. law firm dedicated to repre-senting government agencies, is widely acknowledgedto possess the broadest and deepest practice in theworld focused on U.S. transportation infrastructure,specializing in the effective deployment of P3s andother forms of innovative project delivery, finance,operations and maintenance. Nossaman is honored tohave advised clients on a number of award winninginfrastructure projects, including:• Florida DOT’s $2.3B I-4 Ultimate Project, anIJGlobal Transportation Deal of the Year• Indiana Finance Authority’s $1.18B East EndCrossing, a Bond Buyer Deal of the Year• Caltrans’s $1.1B Presidio Parkway, a ProjectFinance International Americas P3 Deal of the Year• Texas DOT’s $1.1B DFW Connector, an ARTBAProject of the Year• Virginia DOT’s $2.1B Midtown Tunnel, a ProjectFinance magazine North American Toll Road Deal ofthe YearContact Corey Boock at [email protected] /213.612.7881, Patrick Harder at [email protected] / 213.612.7859, SimonSantiago at [email protected] /202.887.1472 or Geoffrey Yarema at [email protected] / 213.612.7842. On the web atwww.nossaman.com and www.InfraInsightBlog.com

To access PWF’s InternationalMajor Projects database and for

advertising and subscriptioninformation, visit

www.PWFinance.net

Macquarie Capital provides corporate advisory,capital markets and principal investing solutions toclients globally. We work with PPPs on a range ofsolutions, including partnering to deliver complex infra-structure projects, providing procurement advice togovernments and providing development capital.Macquarie Capital stands out by delivering solutionsacross the entire balance sheet. In addition to advisoryand 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.

Contacts: Christopher Voyce, Sr. ManagingDirector, +1 212 231-1702 |[email protected]. Gribbin, Managing Director, +1 212 231-6515 |[email protected]

Page 25: PWF March 2015 color

PWFinancing/March 2015 25

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-gaineddesign-build and P3 experience with an in-depth understand-ing of U.S. transportation infrastructure. Together, we com-bine local knowledge with international best practices to pro-vide owners, contractors, concessionaires, and design part-ners throughout the U.S. solutions that are innovative, practi-cal and constructible. With coast-to-coast offices throughoutthe 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 manage-ment roles.• Experienced teams that understand and thrive in the alterna-tive delivery environment.• Ability to leverage a strong local presence with internationalexpertise.Contact: Phil Russell, President & CEO, Lochner MMMGroup | 512.828.0076 | [email protected]

Mayer Brown has one of the leading public-private partnershippractices in the United States. A perennial Chambers Band 1-ranked practice for P3 Projects, what distinguishes us from otherlaw firms is our experience advising clients on transactions thathave successfully closed from every side of a project. We haverepresented public agencies, sponsors and lenders alike on P3transactions around the country and across all asset types,including roads, bridges, ports, parking, mass transit and socialinfrastructure.

Contact: George K. Miller (212) [email protected] Narefsky (312) [email protected] R. Schmidt (312) [email protected] Seliga (312) [email protected]

A U.S.-based institution with a deeply rooted U.S. regionalpresence, KeyBanc Capital Markets excels at under-standing the needs and sensitivities of local constituenciesand public officials to facilitate communication and deliverreliable and innovative infrastructure solutions. With our com-prehensive Public Private Partnership platform, and our will-ingness to deploy bank balance sheet and capital marketsproducts providing short and long term funding, our financialexperts have the experience and expertise to respond to allfinancing needs and address all procurement issues uniqueto public infrastructure projects. Contact Jose Herrera at 917-368-2390 /[email protected], or Jake Wozniak at 614-460-3463/ [email protected], or visit key.com/government.

KeyBanc Capital Markets is a trade name under whichcorporate and investment banking products and services ofKeyCorp and its subsidiaries, KeyBanc Capital Markets Inc.,Member NYSE/FINRA/SIPC, and KeyBank NationalAssociation (“KeyBank N.A.”), are marketed.

FFor information abouthow to list your firm in PWF’s

Public-Private Services Directorycontact William Reinhardt

at (908) 654-6572 orwww.pwfinance.net

or email: [email protected]

Page 26: PWF March 2015 color

PUBLIC-PRIVATE SERVICES DIRECTORY

KPMG’s Global Infrastructure professionals in the US andCanada provide specialist Advisory, Tax, Audit, Accounting andCompliance related assistance throughout the life cycle of infra-structure projects and programs. Our teams have extensive localand global experience advising government organizations, infra-structure contractors, operators and investors. We help clientsask the right questions and find strategies tailored to meet thespecific objectives set for their businesses. KPMG can help seta solid foundation at the outset and combine the various aspectsof infrastructure projects or programs – from strategy, to execu-tion, to end-of-life or hand-back.

Contact Andy Garbutt, Practice leader for KPMG’s US team,at +1-5(12) 501- 5329 and Brad Watson, Practice leader forKPMG’s Canadian team, at +1- 4(16) 777-8142, or e-mail: [email protected] or www.kpmg.com/infrastructure.com

Successful project finance requires the development and integra-tion of marketing, engineering and environmental strategies into theoverall financial framework. The Louis Berger Group, Inc.has a proven track record and an established practice in allthree areas and has developed innovative tools creating aseamless web between the techni-cal and the financial design of pro-jects. This has resulted in thesuccessful financing and execu-tion of projects in the UnitedStates, Europe and the World.With offices in over 90 countries,the Group brings in-depth localunderstanding and an unequaledability to respond rapidly to clients’ needs.

Contact: Nicholas Masucci (973) 407-1000, [email protected]

Meridiam is a leading developer, equity investor andasset manager of primary Public Private Partnership (P3)infrastructure projects with deep expertise in NorthAmerica and Europe. With US$3.8bn of assets undermanagement across three long-term infrastructure funds,and a focus on transport, social infrastructure and environ-mental P3 assets, Meridiam strives to establish a long-term contractual relationship between the public and pri-vate sectors. Meridiam currently manages 32 projectsworldwide, including 9 projects across North America,among which are the Port of Miami Tunnel in Florida, theLong Beach Courthouse in California, and the WaterlooLight Rail Transit in Ontario.

For further information, please contact Joe Aiello([email protected]) or Thilo Tecklenburg([email protected]).

Meridiam North America – 605 Third Avenue, 28thFloor NY, NY 10158 – Tel (212) 798-8686 or MeridiamCanada – 357 Bay Street Suite 501 Toronto, Ontario,Canada, M5H 2T7 – Tel (647) 345-3529

www.meridiam.com

Established in 1884, Kiewit is one of the largest con-struction organizations in North America leveraging a net-work of more than 50 offices to develop a respectedmultifaceted business presence across North America.With a staff of management, technical, financial, commer-cial and legal experts dedicated to successfully deliveringP3 projects, our success is based on the trust that wehave built with government officials, stakeholders and thefinancial community. As a recognized leader in design-build and P3 project development, Kiewit combinesextraordinary financial credibility and extensive resourceswith a creative, solution-oriented approach to ensure apredictable outcome of success for our clients.

Contact: Joe Wingerter, Director of P3 ProjectDevelopment, Kiewit Corp. (402) 943-1329,[email protected] or James Bennett,Director Project Development, Kiewit CanadaDevelopment Co., (647) 453-5719,[email protected]

26 PWFinancing/March 2015

Page 27: PWF March 2015 color

PUBLIC-PRIVATE SERVICES DIRECTORY

Jacobs is one of the world’s largest and most diverseproviders of professional technical consulting services. As afull-spectrum lifecycle solutions provider we focus on develop-ing close strategic partnerships with our clients over the lifecycle of their projects. Jacobs provides a distinctive range ofcomprehensive planning, design and management expertise inalmost every industry—public and private. We are often calledupon by government agencies to provide program advisory ser-vices related to public-private partnerships (P3) including finan-cial and economic feasibility, procurement and other relatedservices. As project funding decreases, public-sector clientsare partnering with Jacobs to identify and implement P3 pro-grams tailored to meet their project delivery and financing chal-lenges.

For more information, please contact Pamela Bailey-Campbell at (214) 920-8158.

Herzog Contracting/Herzog Railroad Services Inc. –Design-build/CMGC for highway / heavy construction and railroadmass transit. North America’s largest rail and commuter rail construc-tion and maintenance contractor, provides rail mass transit operationsand dispatching in North America and railroad expertise worldwide,delivering state-of-the-art technology for Hi Speed Rail Flaw Detectionand railcar and railroad equipment leasing, ballast distribution, rail re-laying and railcar unloading, railways systems and signals. Also, devel-opment and operation of municipal and industrial solid waste facilities.

� At (816) 233-9001, fax (816) 233-9881, or 600 S. Riverside Rd.,P.O. Box 1089, St. Joseph, MO 64507-1089, please contact:Joe Kneib, Sr. VP Market [email protected]; Greg Hackbarth, President, Herzog Technologies, Inc. [email protected] Francis, VP Marketing, Herzog Rail [email protected] Scott Norman, V.P. Estimating/Project Development, [email protected] at (816) 233-9001Scott Perry, ViP, Special Projects, [email protected]

Ernst & Young, LLP is a leader in assurance, tax, trans-action and advisory services. We believe in the value ofinfrastructure to our communities and are proud to serveclients as they work to:• Rebuild and modernize existing infrastructure• Invest wisely in new infrastructure to address new andchanging needs, enable growth and achieve a higher quali-ty of life for communities• Bring innovation, foresight and sound economic steward-ship to their major projects, programs and investments,and/or• Identify and attract the funding and financing required toinvest in infrastructure.

We provide finance, business planning, policy, procure-ment, modeling, valuation and tax advice for large-scaleinfrastructure projects, programs, investments and public-private partnerships. We serve state and local governmentclients through our affiliate, Ernst & Young InfrastructureAdvisors, LLC, a registered municipal advisor. We helpclients to achieve their goals.

Please contact: Mike Parker, Senior Managing Director,Ernst & Young Infrastructure Advisors, LLC+1 215 448 3391, [email protected]; or Jay Zukerman, US Infrastructure Tax Leader, +1 212773 3270, [email protected].

HNTB Corporation is an employee-owned infra-structure solutions firm serving public and private own-ers and contractors. For more than a century, HNTBhas understood the life cycle of infrastructure andaddresses clients’ most complex technical, financialand operational challenges. Professionals nationwidedeliver a full range of infrastructure-related services,including award-winning planning, design, programmanagement and construction management. For moreinformation, visit www.hntb.com.

Or contact Tim Faerber (312) [email protected] or David Downs (303) [email protected] or visit hntb.com.

PWFinancing/March 2015 27

Page 28: PWF March 2015 color

28 PWFinancing/March 2015

PUBLIC-PRIVATE SERVICES DIRECTORY

Hawkins Delafield & Wood provides legal advisory services togovernmental owners on P3 and alternative delivery infrastruc-ture projects in the United States and Canada. The firm also rep-resents P3 project investment bankers and lenders.

Our infrastructure legal practice is widely recognized for itsquality and depth. Over a 20 year span, Hawkins has negotiatedand closed more than 200 design-build, design-build-operate,design-build-finance-operate, construction-manager-at-risk, con-cession, asset management, operating services and franchiseagreements for public sector clients in 25 states and 3provinces. Award-winning projects on which Hawkins has servedas owner’s lead counsel include:• Carlsbad Seawater Desalination Project (San Diego County

Water Authority), a Project Finance International water infrastruc-ture P3 deal of the year.• New Long Beach Court Building (State of California), a Bond

Buyer social infrastructure P3 deal of the year.• Spokane Regional Water Reclamation Facility (Spokane

County), a Design-Build Institute of America wastewater infra-structure DBO deal of the year• Buckman Direct Division Project (City of Santa Fe), a Design-

Build Institute of America water infrastructure DB deal of theyear.

We practice in the transportation, water, wastewater, solidwaste, renewable energy and social infrastructure sectors, andour experience encompasses all forms of competitive procure-ment and public works project delivery.

Contact: Eric Petersen at (212) 820-9401([email protected]) or Ron Grosser (212) 820-9423([email protected]) or Joe Sullivan (212) 820-9513 ([email protected]) or Rick Sapir at (973) 642-1188([email protected], or through our website atwww.hawkins.com

With more than 40 years of experience, IRIDIUM Concesiones(formerly Dragados Concesiones) is the ACS Group company thatpromotes, develops and operates public private partnership projectsworldwide. With over 100 projects developed in 21 countries, includ-ing 3,967 miles of highways, 1,017 miles of railroads, 16 airports, 18ports and several social infrastructure PPP projects, IRIDIUMConcesiones is the world leader in this field. We are proud to haveglobal presence with local commitment. ACS Group companies applytheir unsurpassed technical skills to the planning, design, construc-tion, operation and maintenance of infrastructures, using the latesttechnologies in any area and providing the highest level of excellencethroughout. A solid financial capability combined with an innovativeapproach allows IRIDIUM Concesiones to structure the necessaryfinancial resources for any project.

Contact Salvador Myro ([email protected]) at +(34) 91 70385 48 or visit www.iridiumconcesiones.com or www.grupoacs.com forfurther details.

At HDR, it’s our job as consultants to help you keep pace withtoday’s rapidly changing marketplace. We help you make decisionsbased on rigorous analysis of the economic climate, a thoroughunderstanding of your organizational needs and priorities, and nearly100 years of experience in delivering infrastructure. From strategyand finance to design and delivery, we help you develop innovative,reliable and cost-effective solutions to your infrastructure challenges.

Learn more at hdrinc.com or contact us: Bill Damon, managingdirector—Power, 734-332-6400, [email protected]; MichaelSchneider, managing director—Transportation, 213-313-9402,[email protected]; Carter Strickland, managing direc-tor—Water, 212-542-6129, [email protected].

FFor information abouthow to list your firm in PWF’s

Public-Private Services Directorycontact William Reinhardt

at (908) 654-6572 orwww.pwfinance.net

or email: [email protected]

Page 29: PWF March 2015 color

PWFinancing/March 2015 29

PUBLIC-PRIVATE SERVICES DIRECTORY

Formed in 1922, Granite Construction Incorporated istoday one of the largest heavy civil contractors in the UnitedStates. It is positioned in all the major U.S. markets withoffices located throughout the country serving over privateand public clients. Over the past 88 years, Granite hasearned a nationwide reputation as the preeminent builderof quality projects in a timely manner. Always progressive,Granite has developed into one of the top Design-Buildcontractors in the U.S. and has recently enacted anEnvironmental Affairs Policy to take a leading role in theconstruction industry in protecting the environment andour natural resources. Through our corporate SustainabilityPlan, we actively engage in industry, and direct efforts atthe local, state, and federal levels to advocate for adequateand sustainable public infrastructure funding tomaintain and improve America’s transportation system.Granite is nationally recognized for its expertise in themajority of construction sectors including tunnels, highwaysand roadways, dams, bridges, railroads marine, airports,heavy and light mass transit, and have becomerenowned design-build and mega project constructors.Granite leads the market in the design-build turn-keydelivery of complex fast paced transportation projects.

Contact Robert Leonetti, 831-728-7580, or 585 West BeachSt. Watsonville, CA 95077-5085www.graniteconstruction.com

Globalvia was founded in 2007, being its shareholders(50:50) the construction and environmental services compa-ny Fomento de Construcciones y Contratas S.A. andSpanish savings bank Bankia. Globalvia, one of the world’slargest transport infrastructure developers by number of con-cessions, according to PWF, is specialized in DBFOM andDBFM projects. Globalvia has the financial capability toaccelerate delivery of projects, as well as the constructionand operational expertise to meet the highest standards forthe life of a project. We take pride in working with local con-tractors, employing area business and individuals duringoperation and incorporating community feedback to deliverthe best possible public service. Currently, the companymanages 32 transport PPP projects in seven countries,including roads, railways, ports, airports. Over 250m vehiclesand 54m passengers travel annually on our safe, reliablemodern road and railways, which total 1,600km long.

Michael Lapolla +1 (908) [email protected] Rafael Nevado [email protected]

Elias Group LLP provides legal and consulting services togovernment and industry. We are a boutique law firm interna-tionally recognized for our expertise in project finance, pub-lic/private partnerships, industrial outsourcing, joint venturesand strategic alliances, and M&A of regulated and non-regulat-ed entities. The firm’s unique accomplishments include the first20-year concession agreement executed in the U.S. for therehabilitation and operation of a municipal wastewater treat-ment facility. Our skills and practical experience are evident inthe multitude of transactions successfully completed.

Contact: Dan Elias or Michael Siegel at 411 TheodoreFremd Avenue, Rye, NY 10580; tel: (914) 925-0000; fax: (914)925-9344; or visit our web site: www.eliasgroup.com

Ferrovial Agroman is a leader in the global constructionmarket. In addition to Spain, the company has significant activ-ity in eight other countries: Poland, USA, Greece, UnitedKingdom, Chile, Puerto Rico, Ireland and Portugal. Whollyowned by the same parent company as CINTRA, the world’slargest transportation developer by invested capital, FerrovialAgroman has 80 years of construction experience in DBB,DB, and P3 projects in all types of infrastructure assets.These decades of experience result in 2,500 miles highwayconcessions; 9,475 miles new roads; 16,995 miles rehab ofroads; 304 miles tunnels; 2,523 miles canals; 3,884 mileswater pipelines; 2,392 miles gas and oil pipelines; 29 hydro-electric power stations; 147 dams; 220 water treatmentplants; 21 miles wharfs and ports; 40 airports; 20 stadiums;and 2,920 milkes railways including 449 miles of High SpeedRail.

Contact Daniel Filer, VP of Business Development forNorth America at +1-512-637-8587.

Page 30: PWF March 2015 color

30 PWFinancing/March 2015

PUBLIC-PRIVATE SERVICES DIRECTORY

Abertis is the world leader group in motorway managementand one of the first international infrastructure operators.Through its two business areas (motorways and telecommuni-cations infrastructures), the company has presence in 12countries across Europe and America, as a result of an inter-nationalization process which has intensified over the pastthree financial years. The infrastructure Group employs morethan 16,000 people around the world and 62% of its revenuesare generated outside Spain. The evolution of the company ismarked by the integration in 2012 of more than 3,500 kilome-ters of motorways in Brazil and Chile. This operation leadAbertis to achieve the world leadership in the motorway con-cession sector, both in terms of kilometers managed (morethan 7,300) and for income (exceeds 4,600 MEUR). Abertis islisted on the Spanish Stock Exchange and is a constituent ofthe IBEX 35. It is present also in the main international index-es such as FTS Eurofirst 300 and Standard & Poor’s Europe350.

Contact: Corporate Communications Direction (34)93 230 5039

Egis Projects has unrivaled experience in most types of infra-structure P3 and concessions: motorways, bridges, tunnels, urbaninfrastructures, and, more recently, airports. We are experiencedwith all types of remuneration (real toll, shadow toll or availabilityschemes). Egis Projects relies on the specialized skills of its share-holders: Groupe Egis, a leader in infrastructure engineering, andCaisse des Dépôts, a AAA financial institution. Egis Projects actsas promoter, developer and investor in concession/P3 projects, asturnkey equipment integrator, as operator and manager of airports,and, via its wholly owned subsidiary Egis Road Operation, as opera-tor of roads and motorways. Egis Projects has also extended itsactivities to electronic toll collection, toll network interoperability,and safety enforcement, as well as associated services for roadusers under the Easytrip brand.Egis Projects has financially closed 22 infrastructure projects for a

total value of Euro 12 bn. Egis Road Operation is operating 27motorways totalling 1,840 km in 15 countries.

Contact: Alain Poliakoff in Paris, France at (33) 1 30 48 48 09,fax (33) 1 30 48 48 91 or [email protected] or visithttp://www.egis-projects.com

Engineering and Environmental Solutions

TYPSA-AZTEC is an international consulting engineering firmwith nearly 50 years of experience successfully executing majorinfrastructure projects. Our 2000 professionals work in multidis-ciplinary teams to improve and sustain enhanced living condi-tions around the world. Our major services include:Transportation / Architecture / Building Technology / Energy /Environmental Services. We are internationally recognized withtop industry rankings and awards. In all we do, we seek bal-anced solutions for our clients, the public and the environment.

For more information, please contact Miguel Bardalet:(602) 625-4028 / [email protected] orRobert L. Lemke, Jr.: (602) 402-8683 /[email protected]

www.typsa.com www.aztec.us

C&M Associates is a U. S. toll and managed lanes traffic& revenue specialist firm independently serving public and pri-vate sector clients since 2004. Our services for state DOTsinclude project screening and feasibility, planning level trafficand revenue forecasts, traffic projections for environmentalstudies, operational analysis, risk analysis and investmentgrade traffic and revenue studies to support bond issuance foravailability payment and 63-20 structures. Private client ser-vices include advisory on behalf of equity: Investment gradetraffic and revenue studies to support traffic risk concessionbids, financing support services before lenders, investors andTIFIA, risk analysis of projected forecasts and operationalanalysis. Advisory on behalf of lenders: Peer review of equitytraffic and revenue forecasts, development of lender caseforecasts and risk analysis.

Contact Carlos M. Contreras at [email protected] or at 972.522.9373.

Page 31: PWF March 2015 color

PWFinancing/March 2015 31

PUBLIC-PRIVATE SERVICES DIRECTORY

CDM Smith provides lasting and integrated solutions inwater, environment, transportation, energy and facilities topublic and private clients worldwide. As a full-service consult-ing, engineering, construction, and operations firm, we deliverexceptional client service, quality results and enduring valueacross the entire project life cycle.

CDM Smith is internationally recognized for utility, toll roadand public-private partnership expertise, serving public andprivate sector clients on hundreds of infrastructure projectsworldwide. For more than 60 years, CDM Smith has workedto place $85 billion of revenue-based financings and provideunparalleled credibility in today’s financial markets.

Visit us at cdmsmith.com, or contact Ed Regan (803 251-2072), Kamran Khan (630 874-7902), Grant Holland(404 720-1283) or Joe Ridge (603 222-8320).

Cintra plays a leading role in transport infrastructure developmentthroughout the world, with nearly 1,300 miles of managed highwaysworldwide. This represents a total global investment in traffic con-gestion improvements of more than US$28.7 billion. Cintra has aportfolio of 25 concessions in six countries distributed amongCanada, United States, Spain, Portugal, Ireland, and Greece, andoffices in Colombia and Australia. At the close of 2012, 57% of itsturnover and 60% of its EBITDA came from projects outside Spain.Cintra’s staff is formed by more than 2,000 professionals, of whicharound 80% work outside Spain. The Cintra-Ferrovial merger in2009 created one of the World’s largest private operators of trans-portation infrastructure and a leading services provider with net rev-enues of more than $7.5 billion a year and operations in more than25 countries. Ferrovial’s business model is focused on end-to-endinfrastructure management, design, construction, financing operationand maintenance, as well as services.

Contact: Ricardo Bosch, Director North America BusinessDevelopment, [email protected], or Carlos Ugarte, CorporateDevelopment and Business Direction +34 91 418 5606. More infor-mation: www.cintra.es

AIAI is a non-profit organization formed in the District ofColumbia to help shape the direction of the national PublicPrivate Partnership marketplace. AIAI serves as a nationalproponent to facilitate education and legislation through tar-geted advocacy. AIAI’s Board is comprised of leaders of theconstruction and development industry. Their extensivenational and international experience and industry knowledgeprovides AIAI with a clear direction for developing and advo-cating policy and legislative solutions, allowing more equitableand effective partnerships across diverse market sectorsfrom transportation and energy to educational, health andpublic service institutions. Contact Lisa Buglione (516) [email protected]

Assured Guaranty, the leading provider of bond insurance, hashelped public-private partnerships reduce the cost of financingessential public infrastructure and achieve smooth transaction exe-cution for decades, even during extremely difficult market condi-tions. With financial strength rated AA by S&P and A2 by Moody’s,both with stable outlooks, Assured Guaranty Municipal Corp. helpsbroaden the investor base and improve the cost efficiency of infra-structure financings by unconditionally guaranteeing timely paymentof principal and interest. Investors are attracted to the insuredbonds’ increased market liquidity, as well as Assured Guaranty’scredit selection, underwriting, negotiated terms, construction periodcoverage and ongoing surveillance.

Contact: Lorne Potash at [email protected](212) 261-5579, orMary Francoeur at [email protected](212) 408.6051 • For additional information, visitAssuredGuaranty.com.

Page 32: PWF March 2015 color

32 Public Works Financing / February 2015

Advertiser Index

ARTBARichard Juliano (202)[email protected])

Abertis Studies and Corporate CommunicationsDirection (34) 93 230 50 39

AIAILisa Buglione (516) [email protected]

Cintra, S.A.Ricardo Bosch [email protected] Ugarte [email protected]+34 91 418 5606

EGIS ProjectsAlain Poliakoff in Paris (33) 1 30 48 48 [email protected]

Ferrovial AgromanDaniel Filer (512) 637-8587

GlobalviaRafael Nevado, [email protected] Lapolla, (908) [email protected]

Granite Construction Inc.Bob Leonetti (831) 728-7580

Herzog Contracting/Herzog TransitServices Inc.

(816) 233-9001Joe Kneib [email protected]; Greg Hackbarth [email protected] Francis [email protected] Scott Norman [email protected]

Iridium ConcesionesSalvador Myro (34) 91 703 85 [email protected]

KiewitJoe Wingerter (402) [email protected] Bennett (647) [email protected]

Meridiam InfrastructureJane Garvey [email protected] Aiello [email protected] Tecklenburg [email protected]

Parsons Brinckerhoff Karen J. Hedlund (21)2 [email protected] Rattigan (703) [email protected] Perrin (410) [email protected] Porcari (202) [email protected]

SacyrCarlos Mijangos [email protected]

+34 91 545 50 00

United WaterTom Brown (201) [email protected]

Veolia Water North AmericaScott Edwards (800) 522-477

Assured GuarantyLorne Potash (212) [email protected] Francoeur (212) [email protected]

KeyBanc Capital MarketsJose Herrera (917) [email protected] Wozniak (614) [email protected]

Macquarie CapitalChristopher Voyce (212) [email protected]. Gribbin (212) [email protected]

AECOMSamara Barend (212) [email protected]

CDM Smith Ed Regan (803) 251-2072Kamran Khan (630) 874-7902Grant Holland (404) 720-1283Joe Ridge (603) 222-8320

C&M Associates Carlos Contreras (972) [email protected]

Ernst & YoungMike Parker +1 (215) [email protected] Zukerman +1 (212) [email protected]

HDRBill Damon, Power, (734) [email protected] Schneider, Transportation(213) 313-9402, [email protected] Strickland, Water, (212) [email protected]

HNTBTim Faerber (312) [email protected] Downs (303) 542-2255 [email protected] [email protected]

JacobsPamela Bailey-Campbell (214) 920-8158.

KPMGAndy Garbutt +1 (512) 501-5329Brad Watson +1 (416) 777-8142

Lochner MMM GroupPhil Russell (512)[email protected]

O.R. Colan AssociatesSteve Toth [email protected]

Raba KistnerGary Raba (866) [email protected]

TYPSA-AZTECMiguel Bardalet (602) [email protected] Robert L. Lemke, Jr., PE (602) [email protected]

Elias GroupDan Elias or Michael Siegel (914) 925-0000fax (914) 925-9344 or www.eliasgroup.com

Hawkins Delafield & WoodEric Petersen in NY (212) 820-9401Ron Grosser in NY (212) 820-9423Rick Sapir in Newark (973) 642-1188Joe Sullivan (212) 820-9513

Mayer BrownGeorge K. Miller (212) [email protected] Narefsky (312) [email protected] R. Schmidt (312) 7∅[email protected] Seliga (312) [email protected]

Nossaman LLPGeoffrey S. Yarema (213) [email protected] Harder (213) [email protected] Simon Santiago (202) [email protected]

Osler, Hoskin & Harcourt LLPBob Bea umont (416) 862-5861Lorne Carson (403) 260-7083Tobor Emakpor (416) 862-4268 Rocco Sebastiano (416) 862-5859

Legal/Procurement Advisors

Developers/Operators/Design-Builders

PPP Financial/Procurement/Technical

PPP Financing