Infra Insight Blog : written by Nossaman LLP Infrastructure attorneys, covers infrastructure project delivery, including Public-Private Partnerships, Operations & Management Agreements, policy, and news.

On the heels of its very successful foray into availability payment model public-private partnership (“P3”) concessions, the Indiana Finance Authority (“IFA”) issued its second P3 Request for Qualifications (“RFQ”) on May 23, 2013, this one to develop, design, build, finance, operate and maintain the I-69, Section 5 project.  As with the preceding P3 procurement of the East End Crossing (part of the broader Ohio River Bridges Project), the I-69 Section 5 project will be a public-private partnership between the State of Indiana, through the IFA and the Indiana Department of Transportation (“INDOT”) and the successful proposer. 

The I-69 Section 5 project consists in upgrading approximately 21 miles of existing State Route (“SR”) 37, a four-lane median divided highway between Bloomington, Indiana (home of Indiana University) and Martinsville, Indiana, and development of a six-lane divided highway in designated urban areas.  In addition, the project involves construction of four new interchanges and four new overpasses with varying degrees of improvements to the existing interchanges and overpasses at the Fullerton Pike, Tapp Road/SR 45/2nd Street, Sample Road and Liberty Church Road, all of which are current intersections with SR 37.

Section 5 is one of six sections under development to complete the interstate connection from Evansville, Indiana to Indianapolis, collectively part of a further development of the national I-69 corridor to connect Mexico with Canada.  Four of the remaining five sections are completed or development and construction are underway, and Section 6 is still in the planning stage.

Over 175 people attended a industry workshop on May 22, where Governor Mike Pence reaffirmed Indiana’s, and his administration’s, commitment to exploring innovative approaches to deliver much-needed infrastructure – particularly transportation – improvements in Indiana.

IFA is an independent financing instrumentality of the State, which in working with INDOT, reprises a successful partnership that brought the East End Crossing to the American P3 industry, the first availability payment concession in the United States to have met each of its procurement schedule deadlines in among the fastest P3 procurements in the United States and to have successfully achieved financial close with a “flat” investment grade rating.

Statements of qualifications are due at the IFA’s offices in Indianapolis, Indiana at 3:00 p.m. on July 9, 2013.  Shortlisting is anticipated by the end of July 2013, with award tentatively scheduled for late first quarter, 2014 and financial close early second quarter, 2014.

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The Indiana Finance Authority (IFA) and the Indiana Department of Transportation (INDOT) will hold the I-69 Section 5 Industry Forum on May 22, 2013.  Sign in will begin at 10:00 a.m. ET and the program will start promptly at 11:00 a.m. at the Government Center South Auditorium, 300 West Washington Street, Indianapolis, Indiana 46204.  Governor Mike Pence, INDOT Commissioner Michael Cline, Public Finance Director of the State of Indiana Kendra York, and INDOT Deputy Commissioner for Innovative Project Delivery Jim Stark are expected to address the attendees.  The presentations will cover the I-69 Section 5 project scope, objectives, procurement timeline, delivery model and Request for Qualifications.

The first 67 miles of the new 142-mile I-69 corridor opened in November 2012 and construction is now underway on all 27 miles of I-69 Section 4.  All highway design, construction and financing firms interested in participating in a design, build, finance, operate and maintain procurement for the Section 5 project are encouraged to attend the forum.

All interested attendees are encouraged to RSVP to Sydney Dudek at sldudek@kpmg.com by 5 p.m. ET on Friday, May 17, 2013.  Those unable to attend in person and wishing to participate virtually should contact Ms. Dudek to ensure registration.

For more information about I-69 between Evansville and Indianapolis, visit the project website.

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Almost a year to the day from when the procurement began, the East End Crossing P3 project has achieved financial close.  Raising nearly $1 billion of public and private debt and equity funding, WVB East End Partners, made up of equal shares to WI East End (“Walsh”), VINCI Concessions Investments and Bilfinger East End Holdings, will now finalize design and begin construction of the project which consists of a new bridge over the Ohio River, a tunnel as part of the Kentucky approach, and a highway as part of the Indiana approach.  Indiana Finance Authority acts as the public sponsor under the availability payment contract which was signed at the end of last year as well as the conduit issuer for the private activity bonds.

The debt portion of the financing is made up of two series of tax exempt private activity bonds.  Series A, in the principal amount of $482,310,000, has maturities starting in July 2035 with final maturity in January 2051; pricing for the long bonds is between 4.56% and 4.96%.  A construction financing tranche in the principal amount of $194,495,000, has a nominal maturity of January 2019, but is callable earlier as milestone payments are achieved; baseline substantial completion is scheduled for the end of October, 2016.  This Series B short-term piece is priced to yield 2.28%.  Lead underwriter for the deal is Bank of America Merrill Lynch, with JP Morgan, Goldman and RBC Capital as co-senior underwriters.  Equity members will contribute approximately $78 million towards project costs.

As described in our earlier blogs when the P3 availability payment contract was signed, this project featured a number of firsts for a US P3 procurement and this was also the case for the financial close.  East End is the first US project to achieve “flat” investment grade ratings from S&P and Fitch; according to S&P Indiana is “one of the strongest appropriation pledges in this sector” and the contract is a “…well developed public/private agreement with clear and logical risk allocation.”  The project is also the first US P3 transport deal to not use TIFIA in its capital structure.

The attractive pricing for the bonds helped reduce the risk of changes in long-term muni bond rates since October, 2012, when WVB submitted their proposal, which in turn resulted in very little change in the availability payment since the bid date.

We congratulate the sponsors on reaching this major project milestone.

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On December 27, 2012, the Indiana Finance Authority (“IFA”) achieved commercial close of the East End Crossing project in southern Indiana, part of the broader Louisville-Southern Indiana Ohio River Bridges Project.  WVB East End Partners, LLC (“WVB”), is the private counterparty for the East End Crossing project under an availability payment concession, a first for Walsh and VINCI in an equity role in the US P3 market.  The parties reached agreement and executed the public-private agreement before the end of the year as scheduled, capping an extraordinary procurement on an expedited pace, throughout which IFA met each and every interim schedule deadline, making IFA’s East End Crossing procurement among the fastest “P3” procurements in the United States.  Financial close is scheduled for the end of March, 2013. 

WVB East End Partners, LLC is a joint venture consortium of affiliates of Walsh Investors, LLC, VINCI Concessions S.A.S. and Bilfinger Berger PI International Holding GmbH.  WVB has contracted with the joint venture of Walsh Construction Company and VINCI Construction Grand Projets to design and build the project with Jacobs Engineering Group, Inc. as the project’s lead designer.  Walsh Construction Company was also selected by the Kentucky Transportation Cabinet as the apparent best value bidder for the $900 million Downtown Crossing, Kentucky’s part of the overall Ohio River Bridges Project. 

IFA issued its Request for Qualifications March 9, 2012 shortly after Indianapolis played host to the 2012 Super Bowl, and shortlisted four of six bidder teams on April 20.  All four shortlisted teams submitted conforming proposals on October 26, and WVB was preliminarily selected by IFA on November 16.  With today’s commercial close, IFA successfully conducted a procurement from shortlisting to contract execution in less than nine months.

Barney Allison co-authored this entry.

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On November 16, 2012, the Indiana Finance Authority (“IFA”) selected WVB East End Partners (“WVB”) as the “Preferred Proposer” for IFA’s East End Crossing project in southern Indiana.  WVB East End Partners is a joint venture consortium of Walsh Investors, LLC, VINCI Concessions S.A.S. and Bilfinger Berger PI International Holding GmbH, partnering with Walsh Construction Company and VINCI Construction Grand Projets as the builders, with Jacobs Engineering Group, Inc. as the designer, and with others.  VINCI Concessions S.A.S. will be performing the operations and maintenance of the East End Crossing for the thirty-five year term.

The East End Crossing is one component of a larger, bi-state project that has been in the planning and development stage for almost ten years.  The Louisville-Southern Indiana Ohio River Bridges Project (or “ORB”) spans the Ohio River in two places, and Indiana and its neighbor to the south, the Commonwealth of Kentucky, split the project in half.  Thus, the ORB is a tale of two bridges, each state responsible for one, but working cooperatively to achieve completion of both.

“One Project; Two Procurements”

On March 5, 2012, Indiana Governor Mitch Daniels and Kentucky Governor Steve Beshear met and decided on a “one project, two procurements” strategy.  Indiana was to handle the East End Crossing (a bridge, tunnel and associate roadway project eight miles east of the present Kennedy Bridge between Louisville and Southern Indiana).  Kentucky was to handle the Downtown Crossing (refurbishment of the Kennedy Bridge, addition of a second span, and associated roadway improvements).  Each would share 50/50 in the gross toll revenues generated by the two projects; toll revenues would be collected by a single toll systems operator for each project. 

What followed the March 5 memorandum of understanding was an historic bi-state development agreement that fleshed out how this understanding would turn into the ORB.  The “bi-state” mapped out parallel, separately handled procurements of each state’s part of the ORB and the involvement of each state in the other’s procurement.  The bi-state agreement also established an approach to ownership of the right of way for each project so as to enable each state to allow its contractor to perform work in the other state.

Kentucky elected a conventional design-build contract procurement, with the Commonwealth handling the financing of its project.  Indiana pursued an innovative availability payment public-private partnership, leaving the financing to the winning proposer.  Each state was offered the right to review and approve the technical plans and specifications for the portion of each project to be built and operated in that state.

Eight short months later, Kentucky held a public bid opening, selecting Walsh Construction Company as its apparent best value bidder.  Less than twenty-four hours later, Indiana, through IFA and in very close coordination with the Indiana Department of Transportation (“INDOT”), announced WVB as its preferred proposer and anticipated counterparty in a public-private partnership.  Walsh Construction Company is part of WVB, and through two, separated and distinct procurements, will be involved in the entire ORB.

The “one project, two states” approach aligned both states in a collective effort to address a growing need for additional cross-river transportation in the greater Louisville-Southern Indiana region, which is presently hampered by significant traffic congestion on the existing Kennedy Bridge and within its interchange and connecting roadways.  And now, one major infrastructure project will be the product of two innovative solutions.

About the ORB

The ORB is a construction, reconstruction, and rehabilitation project to address demand for remedying inadequate and inefficient cross-river mobility for existing, planned and expected population growth in downtown Louisville and Southern Indiana counties. 

When completed, the ORB will improve connecting roadways and provide two new toll bridges across the Ohio River.  Kentucky’s Downtown Crossing will deliver the new “Downtown Bridge” –  carrying I-65, upstream on the Ohio River from the existing Kennedy Bridge.  The East End Crossing builds a new bridge connecting I-265/KY 841 (the “Gene Snyder Freeway”) with S.R. 265 (the “Lee Hamilton Highway”) in Indiana.  The ORB also features several multi-modal improvements to increase transportation choices for area residents, including enhanced bus service and pedestrian and bicycle trails and pathways.

Indiana and Kentucky plan to see both bridges open as early as late Fall, 2016.

John Smolen co-authored this entry.
 

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On November 16, 2012, the board of the Indiana Finance Authority (“IFA”), with Governor Daniels in attendance, based on the recommendation of Kendra York, IFA’s Public Finance Director, approved the preliminary selection of WVB East End Partners as the preferred proposer for the East End Crossing project, Indiana’s second foray into public-private partnerships as a solution to infrastructure planning for the State.  The East End Crossing is Indiana’s part of the Louisville-Southern Indiana Ohio River Bridges Project (the “ORB Project”).  WVB East End Partners is a joint venture consortium of Walsh Investors, LLC, VINCI Concessions S.A.S. and Bilfinger Berger PI International Holding GmbH.  The WVB East End Partners consortium proposes to contract with Walsh Construction Company and VINCI Construction Grand Projets as the builders, with Jacobs Engineering Group, Inc. as the lead designer.  VINCI Concessions S.A.S. will be performing the operations and maintenance of the East End Crossing for the thirty-five year operating term.  Ms. York made the announcement at the historic Indiana Repertory Theater in downtown Indianapolis.  Governor Daniels applauded the efforts of the proposer teams, emphasizing the success of several recent Indiana infrastructure projects, benefits of this project to the citizens of the State of Indiana and the Commonwealth of Kentucky. 

In early March 2012, Governor Daniels and Kentucky Governor Steve Beshear signed a memorandum of understanding regarding the roles and responsibilities of each state in the “Ohio River Bridges Project,” of which the East End Crossing is one part.  A week later, IFA issued a request for qualifications to develop, build, finance, operate, and maintain the East End Crossing under an availability payment concession structure.  From release of the “RFQ” to the short-listing of four bidders, to submission of proposals by all four bidders, the procurement proceeded at a record pace of less than eight months.  Governor Daniels specifically cited the rapid pace, resulting in a preferred proposer who offered a bid both under budget and ahead of schedule, as a success for public procurements and public-private partnerships. 

The WVB consortium proposed maximum availability payments for the term of $32.9 million (2012 dollars) per year.  Their proposal offered a construction price of $764 million, with planned substantial completion of the project by Halloween, 2016 – almost nine months prior to the date that the Indiana Department of Transportation had specified.  IFA plans to execute the public-private (“P3”) agreement in mid-to-late December.  Financial closing for the consortium is anticipated in late March, 2013. 

Stay tuned for more about the success of this bi-state cooperative effort.

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On July 31, 2012, the Indiana Finance Authority (“IFA”) issued its Request for Proposals to its previously-shortlisted four teams for the East End Crossing, part of the Louisville-Southern Indiana Ohio River Bridges Project located in Southern Indiana and the greater Louisville, Kentucky metropolitan area.

The broader Ohio River Bridges Project consists of improvements to connecting roadways, and most prominently, will provide two new toll bridges across the Ohio River:  the “Downtown Bridge” – a new bridge carrying I-65 and upstream on the Ohio River from the existing Kennedy Bridge – and the “East End Bridge” – also a new bridge connecting I-265/KY 841 with S.R. 265 in Indiana.  IFA is developing the East End Crossing as a public-private partnership, in close coordination with the Indiana Department of Transportation and in cooperation with the Commonwealth of Kentucky and its agencies, which are separately procuring the Downtown Bridge portion of the broader Ohio River Bridges Project.

The East End Crossing involves construction of the East End Bridge and approaches on both the Kentucky and Indiana sides of the Ohio River.  The selected proposer will develop, design, build, finance, operate and maintain the East End Crossing through an availability payment concession.

IFA shortlisted four teams in April 2012, and each team has participated actively in several industry review sessions, which helped inform today’s final “RFP” documents.  Issuance of the RFP continues IFA’s on-time track record during this procurement, emphasizing the State of Indiana’s collective commitment to advancing the East End Crossing on time and by the committed deadlines.

Proposals are due from the shortlisted proposer teams on October 26, 2012.  IFA anticipates a commercial closing on the 35-year term Public-Private Agreement by mid-December.

The four shortlisted teams are:

• East End Mobility Partners (joint venture of SNC-Lavalin Capital, John Laing Investments Limited and Zachry Resources, Inc.), with Tutor Perini Corporation, Zachry Construction Corporation and SNC-Lavalin Transportation USA, Inc. teaming as the design-builder, and including Frontier Kemper Constructors Inc., ARUP USA, Inc. and Daelim Industrial Co, Ltd., among others.
• Ohio River Mobility Group (joint venture of ACS Infrastructure Development, Inc., Hochtief PPP Solutions North America, Inc. and Skanska Infrastructure Development, Inc.), with Skanska USA Civil Southeast, Inc., Flatiron Constructors, Inc. and Dragados USA, Inc. teaming as the design-builder, and including URS Corporation and T.Y. Lin International as the designers, and with others.
• Ohio River Transportation Partners (joint venture of InfraRed Capital Partners Limited, Balfour Beatty Capital and Kiewit Development Company), with Ohio River Transportation Constructors East (Kiewit Infrastructure Co., Traylor Bros., Inc., Massman Construction Co. and Kokosing Construction Company, Inc.) teaming as the design-builder, and including Ohio River Transportation Designers as the joint-venture design team (HNTB Corporation and Parsons Brinckerhoff), and with others.
• WVB East End Partners (joint venture of Walsh Investors, LLC, VINCI Concessions S.A.S. and Bilfinger Berger PI International Holding GmbH), with Walsh Construction Company and VINCI Construction Grand Projets teaming as the design-builder, and including Jacobs Engineering Group, Inc. as the designer, and with others.

John Smolen co-authored this entry.

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On April 23, 2012, the Indiana Finance Authority (“IFA”), in coordination with the Indiana Department of Transportation, shortlisted four teams for its East End Crossing (Louisville-Southern Indiana Ohio River Bridges Project) (the “East End Crossing”) located in Southern Indiana.

The East End Crossing is part of the broader “Ohio River Bridges Project” in the greater Louisville, Kentucky/Southern Indiana region.  Specifically, the Ohio River Bridges Project will consist in improvements to connecting roadways, but most prominently, provide two new toll bridges across the Ohio River:  the “Downtown Bridge” – a new bridge carrying I-65 and upstream on the Ohio River from the existing Kennedy Bridge – and the “East End Bridge” – also a new bridge connecting I-265/KY 841 with S.R. 265 in Indiana.  The Ohio River Bridges Project also features several multi-modal improvements to increase transportation choices for area residents, including enhanced bus service and pedestrian and bicycle trails and pathways.

The East End Crossing project involves construction of the East End Bridge and approaches on both the Kentucky and Indiana sides of the Ohio River.  The selected proposer will develop, design, build, finance, operate and maintain the East End Crossing through an availability payment concession.
The shortlisted teams, in alphabetical order, are:

• East End Mobility Partners (joint venture of SNC-Lavalin Capital, John Laing Investments Limited and Zachry Resources, Inc.), teaming with Tutor Perini Corporation, Zachry Construction Corporation and SNC-Lavalin Transportation USA, Inc. collaborating as the design-builder, with Frontier Kemper Constructors Inc., ARUP USA, Inc. and Daelim Industrial Co, Ltd., among others.
• Ohio River Mobility Group (joint venture of ACS Infrastructure Development, Inc., Hochtief PPP Solutions North America, Inc. and Skanska Infrastructure Development, Inc.), teaming with Skanska USA Civil Southeast, Inc., Flatiron Constructors, Inc. and Dragados USA, Inc. as the builders, with URS Corporation and T.Y. Lin International as the designers, and with others.
• Ohio River Transportation Partners (joint venture of InfraRed Capital Partners Limited, Balfour Beatty Capital and Kiewit Development Company), teaming with Ohio River Transportation Constructors East as the joint-venture builder (Kiewit Infrastructure Co., Traylor Bros., Inc., Massman Construction Co. and Kokosing Construction Company, Inc.), with Ohio River Transportation Designers as the joint-venture design team (HNTB Corporation and Parsons Brinkerhoff), and with others.
• WVB East End Partners (joint venture of Walsh Investors, LLC, VINCI Concessions S.A.S. and Bilfinger Berger PI International Holding GmbH), teaming with Walsh Construction Company and VINCI Construction Grand Projets as the builders, with Jacobs Engineering Group, Inc. as the designer, and with others.

IFA plans to issue a final RFP in late July, 2012 with award and execution of the comprehensive public-private partnership agreement by year’s end.

John Smolen co-authored this entry.

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