East End Crossing Achieves Financial Close

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.

Ohio River Bridges - East End Crossing - Reaches Commercial Close

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.

A Tale of Two Bridges (A Tale of Bi-State Cooperation)

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.
 

Indiana Selects Preferred Proposer For East End Crossing (Ohio River Bridges Project)

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.

Indiana Shortlists Four Teams for East End Crossing

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.

Indiana Finance Authority Issues RFQ for East End Crossing

On March 9, 2012, the Indiana Finance Authority, an independent instrumentality in cooperation with the Indiana Department of Transportation, issued a Request for Qualifications (RFQ) soliciting statements of qualifications from prospective proposers to develop, design, build, finance, operate, and maintain a tolled bridge facility and associated roadway facilities crossing the Ohio River from Clark County in southeastern Indiana into Jefferson County, Kentucky (the “East End Crossing”) through an availability payment concession.

The East End Crossing involves the construction of the approximately 3.3-mile Gene Snyder Freeway (KY 841) approach to a new East End Bridge on the Kentucky side in Eastern Jefferson County, including an approximately 2,000-foot tunnel; the construction of an approximately 2,500-foot, 4-lane new East End Bridge (which can accommodate six lanes) located about eight miles east of downtown Louisville; and the construction of the approximately 4.1-mile Lee Hamilton Highway (SR 265) approach to the East End Bridge in Indiana.

Statements of qualifications are due on April 9, 2012.

The East End Crossing is just one of two ongoing procurement processes that make up the larger Ohio River Bridges Project to be developed in coordination with the Kentucky Transportation Cabinet.  Since the Ohio River Bridges Project links Indiana and Kentucky, it requires the cooperation and partnership of both states and the cities of Louisville and Jeffersonville.

Nossaman attorney Wayne Corbett authored this post.

Indiana Announces Industry Day for Ohio River Bridges Project - East End Crossing

The Indiana Finance Authority (IFA) announced today that IFA and Indiana Department of Transportation (INDOT) will be providing updated information and answering questions from prospective proposers related to the procurement of the East End Crossing of the Ohio River Bridges Project on March 2, 2012 from 9:00 a.m. to 12:00 p.m. at the Kentucky International Convention Center in Louisville, KY. All interested parties should pre-register here for the event by 5:00 p.m. on Feb. 29, 2012.

As previously announced, the Ohio River Bridges Project will include two procurement processes, with IFA and INDOT responsible for procuring the East End Crossing on behalf of the State of Indiana.

It is expected that the East End Crossing will be procured as an availability payment concession. The IFA expects to issue a Request for Qualifications relating to the East End Crossing on or about March 9, 2012.

Contact Will Wingfield via e-mail or at (317) 233-4675 for more information.