National Academies Press: OpenBook

Leveraging Private Capital for Infrastructure Renewal (2019)

Chapter: Appendix C - Project Profiles

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Page 65
Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Page 67
Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Page 68
Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Page 72
Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Page 81
Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Page 83
Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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Suggested Citation:"Appendix C - Project Profiles." National Academies of Sciences, Engineering, and Medicine. 2019. Leveraging Private Capital for Infrastructure Renewal. Washington, DC: The National Academies Press. doi: 10.17226/25561.
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65 Project Profiles A P P E N D I X C Source: FHWA, Center for Innovative Finance Support (n.d.) Central 70 Project Location Denver, Colorado Public Sponsor/ Borrower Colorado DOT, Kiewit Meridiam Partners LLC FY Closed 2018 Mode Highway/express lanes Description The Central 70 project will redesign 10 miles of I-70 in Denver, Colorado, from I-25 on the west to Chambers Road on the east. The Interstate will be fully reconstructed between Brighton Boulevard and I-270, widened from I-270 to Chambers Road, and restriped between I-25 and Brighton Boulevard. Together, these improvements will provide new capacity in the form of one new express toll lane in each direction, with the potential to add a second express toll lane between Brighton Boulevard and I-270 in the future. The project will remove the 50-plus-year-old, 2-mile-long viaduct between Brighton and Colorado Boulevards, lower this section of Interstate below grade, and place a 4-acre park over the 1,000-ft portion of the lowered section between Clayton Street and Columbine Street. The project is Colorado's largest-ever transportation project. It is designed to reduce travel time through the corridor by one-third to one-half by 2035, accommodate the needs for growing population, and improve safety by redesigning shoulders and interchanges to reduce crashes. The park above the lowered portion will also unite the Swansea and Elyria neighborhoods, which are currently split on either side of the corridor. The public space is expected to feature a small amphitheater, a splash park, a sports field, play areas, and room for farmers' markets and community events. The project is being delivered under a DBFOM concession agreement between the HPTE and Colorado Bridge Enterprise (CBE) within CDOT, and Kiewit Meridiam Partners LLC, a special-purpose company incorporated by Kiewit Development Company, a major infrastructure developer and investor, and Meridiam, a global equity investment firm. The state will compensate the concessionaire with APs made by CBE and HPTE over the life of the 30-year agreement following construction completion.

66 Leveraging Private Capital for Infrastructure Renewal Cost $1,271 million (TIFIA-eligible project costs) Funding Sources State and federal resources: owner predevelopment costs, milestone payments during construction, capital payment portion of APs over 30 years. • CBE (primarily bridge safety surcharge on vehicle registration fees) – $850 million (net present value over 30 years) • General fund transfers to CDOT (per Senate Bill 09-228) – $180 million • Denver Regional Council of Governments (federal Congestion Mitigation and Air Quality funds) – $50 million State and local resources – operations, maintenance, and renewal portion of APs over 30 years : • City and County of Denver – $37 million (NPV over 30 years) • CDOT existing I-70 corridor operations, maintenance, and renewal expenditures • HPTE express toll-lane revenue Concessionaire's financing sources for construction – $961.2 million: • TIFIA loan – $416.0 million • TIFIA capitalized interest – $39.1 million • Milestone payments during construction from HPTE and CBE – $319.0 million • PABs – $120.7 million • Equity – $65.9 million • Interest income – $0.4 million Project Delivery/ Contract Method DBFOM Private Partner Kiewit Meridiam Partners LLC: • Kiewit Development Company (40%) • Meridiam (60%) DB–Kiewit Infrastructure Co.: • WSP – lead engineer • Jacobs – design subcontractor Routine operations and maintenance (10-year renewable contract) – Roy Jorgensen Associates, Inc. Lenders U.S. DOT TIFIA, bondholders Duration/Status Commercial close reached November 21, 2017 Financial close reached December 21, 2017 Construction beginning summer 2018 Substantial completion expected March 2022 Concession conclusion in 2052

Project Profiles 67 TIFIA Credit Assistance Direct loan – up to $416.0 million The TIFIA loan is secured by APs paid by HPTE and CBE to the private partner. Financial Status TIFIA credit agreement was signed on December 19, 2017. The TIFIA loan will mature in December 2049. Innovations A delay in project start by more than a year has allowed the concessionaire to conduct additional due diligence and for the design to be more complete than typical at the financial close stage. The concessionaire and its design team have been able to incorporate a number of ATCs and optimize scheduling and risk mitigation. Goethals Bridge Replacement Location Staten Island, New York to Elizabeth, New Jersey Project Borrower/Sponsor The Port Authority of New York & New Jersey Mode Toll bridge Description The Goethals Bridge carries I-278 over the Arthur Kill, connecting Staten Island to New Jersey and providing critical access for commuters and freight carriers between New Jersey and New York. The project replaces the existing 85-year-old bridge, which is functionally obsolete, with a new six-lane, cable-stayed bridge directly south of the existing bridge. The current bridge will be demolished on completion of the new bridge. The replacement bridge will consist of six, 12-ft travel lanes, 12-ft outer shoulders, and 5-ft inner shoulders, as well as a 10-ft bike/pedestrian path along the northern edge of the New Jersey–bound side. The bridge design also includes a central area between the eastbound and westbound roadways to accommodate future transit service. The replacement bridge is being delivered as a DBFM P3 under a 40-year concession, a first for the Port Authority. The Port Authority will continue to operate the facility and will set and collect tolls. It will make annual APs of $56.5 million to the concessionaire from pooled Port Authority revenues not tied to usage of the bridge. Cost $1.436 billion in eligible project costs Funding Sources TIFIA loan – $473.7 million (amount does not include $31.6 million in capitalized interest) PABs – $453.3 million Equity – $106.8 million Port Authority milestone payments – $125.0 million Predevelopment costs funded by the Port Authority – $300.2 million Project Delivery/Contract Method DBFM AP concession (40 years)

68 Leveraging Private Capital for Infrastructure Renewal Private Partner NYNJ Link partnership – joint venture between Macquarie Infrastructure & Real Assets and Kiewit Development: • Kiewit Infrastructure • Weeks Marine • Massman Construction • Parsons Transportation Group of New York Lenders Bondholders, U.S. DOT TIFIA Duration/Status Port Authority awarded the P3 contract in April 2013 to NYNJ Link. Construction began in May 2014. The eastbound span opened in June 2017. The westbound span opened in May 2018. TIFIA Credit Assistance Direct loan – $473.674 million TIFIA will be repaid from and secured by APs received by the NYNJ Link from the Port Authority. Financial Status The TIFIA credit agreement was executed on November 5, 2013. Financial close for the senior debt occurred on November 8, 2013. Innovations The Goethals Bridge replacement is the first surface transportation P3 project in the Northeast United States that includes project finance and long-term maintenance. I-4 Ultimate Location Orlando, Florida Public Sponsor/ Borrower FDOT I-4 Mobility Partners Mode Highway/express lanes Description The I-4 Ultimate project is the reconstruction and widening of 21 miles of I-4 from west of Kirkman Road in Orange County, Florida, through downtown Orlando to east of State Road 434 in Seminole County. The project will: • Fully reconstruct the existing general-purpose lanes; • Add four express toll lanes in the median; • Reconstruct 15 major interchanges; and • Reconstruct, construct, or widen 140 bridges. The existing general-purpose lanes, which range from three to four lanes in each direction, are approximately 50 years old and experience significant levels of congestion. FDOT will set toll rates and collect all revenue. Access and egress will be provided at five exchange areas (crossover zones) and by direct connectors at major intersections. The project is being procured as a 40-year DBFOM AP concession, with the private partner receiving milestone and completion payments during and immediately following construction completion. These milestone payments and APs during the operational period are not tied to toll revenue collections and will come from a variety of regional, state, and federal revenue sources.

Project Profiles 69 Cost $2,877 million Funding Sources Senior bank debt – $484 million TIFIA Tranche A loan – $127.3 million TIFIA Tranche B loan – $822.2 million Equity contribution – $103 million FDOT milestone payments during construction – $1.035 billion TIFIA capitalized interest and interest income – $306 million Project Delivery/ Contract Method DBFOM AP concession (40 years) Private Partner I-4 Mobility Partners: • John Laing Investments Limited (29% equity partner, 50% project owner) • Skanska Infrastructure Development (71% equity partner, 50% project owner) DB joint venture: • Skanska USA Civil Southeast, Inc. (40%) • Granite Construction Company (30%) • Lane Construction Corporation (30%) Design joint venture: • HDR Engineering • Jacobs Engineering Group Operations and maintenance – Infrastructure Corporation of America Lenders U.S. DOT TIFIA 6-bank club (senior bank debt) • Société Générale • MUFG • Canadian Imperial Bank of Commerce • KfW-IPEX Bank • Svensk Exportkredit • Credit Agricole Duration/Status I-4 Mobility Partners was selected by FDOT as the preferred bidder on April 23, 2014. Construction began in February 2015 and is expected to be substantially complete in 2021. TIFIA Credit Assistance Direct loan – $949 million

70 Leveraging Private Capital for Infrastructure Renewal The TIFIA loan is structured in two tranches: • $127.3 million of TIFIA debt (TIFIA Tranche A) will be repaid in full by the second final acceptance payment from FDOT in 2021. • $822.2 million of TIFIA debt (TIFIA Tranche B), which is to be repaid from the APs made by FDOT through final maturity in 2052. Financial Status/ Financial Performance Financial close occurred and TIFIA credit agreement was executed on September 4, 2014. Milestone payments during construction (2015–2019) will total $1,035 million. The balance of FDOT’s capital payments will be made in 2020 and 2021 and will total $688 million. Innovations • The project includes numerous aesthetic treatments, including a signature pedestrian bridge, accent lighting, fountain illumination, art sculptures and monuments, and other architectural treatments. • The project incorporates 25 approved technical concepts that exceed the minimum requirements established by FDOT for basic configuration, project scope, and design criteria. These include innovations in traffic flow, safety, community connections, sustainability, and use of technology. Further details can be found on the project website. I-69 Section 5 Location Bloomington to Martinsville, Southwest Indiana Public Sponsor/ Borrower IFA Indiana Department of Transportation (INDOT) Mode Highway Description The I-69 Section 5 project will reconstruct and upgrade 21 miles of State Route 37 (an existing four-lane divided highway southwest of Indianapolis) between Bloomington and Martinsville, Indiana, to full Interstate highway standards. The project includes four new interchanges and four new overpasses, in addition to improvements at existing interchanges and a third travel lane in each direction within urban areas along the corridor. I-69 Section 5 is one segment of a planned Interstate highway that would extend from Michigan to Texas and facilitate trade and mobility between Canada, the United States, and Mexico. A portion of the I-69 route, from Indianapolis to Port Huron, Michigan, was constructed as part of the original Interstate system, and additional segments of the full route have opened to traffic or are under construction in other states. The remainder of I-69 in Indiana has been implemented in six sections extending 142 miles northeast from Evansville on the Kentucky border to Indianapolis. Sections 1–3 opened in November 2012 and link Evansville and Crane, Indiana. Section 4 opened in December 2015 and continues the alignment to Bloomington. Section 5 was being implemented as a 35-year AP DBFOM concession. Due to financial and project delivery difficulties, IFA and the state terminated the contractual relationship with the private partner and returned direct control of the project to INDOT in July 2017.

Project Profiles 71 Cost $560 million (total capital cost, financing, and 35-year operations and maintenance in 2017 dollars) Funding Sources Original financing under the P3 agreement at the time of takeover: • PABs – $243.6 million • PAB sale premiums – $8 million • Equity – $115.8 million • Milestone payments (from IFA) – $108 million (funded from state and federal sources) • INDOT public-sector funds – $93 million (design, right-of-way acquisition, utility relocation, environmental mitigation) Financial settlement at takeover: • Highway revenue bonds – $246 million • Bondholder reimbursement (I-69 Development Partners) – $12 million • Payment to IFA (I-69 Development Partners) – $50 million Project Delivery/ Contract Method February 2014–July 2017 DBFOM Post-public takeover Bid–build (design is complete) for project management; existing subcontractors to remain Private Partner Former P3 partner – I-69 Development Partners • Isolux Infrastructure Netherlands B.V. (equity partner until May 2017) • Public Sector Pension Investment Board (Canadian Crown corporation providing pension plans for the Public Service of Canada, the Canadian Forces, the Royal Canadian Mounted Police, and the Reserve Force) (equity partner) • Corviam Construcción, S.A. (DB) • AZTEC/TYPSA, Gradex, Force, E&B Paving, Burgess & Niple (subcontractors) Lenders Bondholders Duration/ Status Construction began in late 2014. Substantial completion was expected by August 2018. Financial Status DBFOM contract awarded in February 2014. Financial close occurred on July 23, 2014, when IFA issued the project PABs, which were to be repaid directly by I-69 Development Partners. Once operational, the state of Indiana would have made an annual AP of $21.9 million (adjusted each year for inflation) to the private partner throughout a 35-year operation and maintenance period. The state has assumed the future risk for operating and maintaining the highway with the takeover from the private partner. Innovations • Indiana leveraged its good credit rating to attract low-cost private-sector financing on the state’s second AP P3 procurement.

72 Leveraging Private Capital for Infrastructure Renewal • Two milestone payments to the P3 partner were tied to the completion of safety improvements in Bloomington, including interchanges at Fullerton Pike and Tapp Road and overpasses at Vernal Pike and Rockport Road. I-595 Corridor Roadway Improvements Location Broward County, Florida Public Sponsor/ Borrower FDOT I-595 Express, LLC Mode Highway/managed lanes Description The I-595 corridor originally opened to traffic in 1989, coordinating the movement of high traffic volumes between the developable areas in the western parts of Southeast Florida with the established north–south freeway and principal roadways to the east, including I-75, Florida’s Turnpike, SR 7, I-95, and U.S. 1. However, travel demand within the corridor increased at a pace where the long- range traffic forecasts for the current highway would be reached in the short term. The I-595 Corridor Roadway Improvements project consisted of the reconstruction and widening of the I-595 mainline and all associated improvements to frontage roads and ramps from the I-75/Sawgrass Expressway interchange to the I-595/I-95 interchange, for a total project length of approximately 10.5 miles. The project passes through, or lies immediately adjacent to, six jurisdictions: the city of Sunrise, the town of Davie, the city of Plantation, the city of Fort Lauderdale, the town of Dania, and unincorporated areas of Broward County. A major component of the project was the construction of three at-grade reversible express toll lanes known as 595 Express, serving express traffic to/from the I- 75/Sawgrass Expressway from/to east of SR 7, with a direct connection to the median of Florida's Turnpike. These lanes are operated as managed lanes with variable tolls to optimize traffic flow, and they reverse direction at peak travel times (eastbound in the morning and westbound in the afternoon). The project is a P3 between FDOT and a private concessionaire to DBFOM the roadway for a 35-year term. FDOT provides management oversight of the contract; installed, tested, operates, and maintains all tolling equipment for the express lanes; and sets the toll rates and retains the toll revenue. Cost $1,833.6 million (present value in 2009 dollars, given a 5% discount rate) – total final acceptance and APs over the 35-year contract to DBFOM the roadway. Funding Sources State and federal resources: • Support FDOT’s final acceptance payments [$686 million year of expenditure (YOE)] and APs [$65.9 million annual maximum availability payment (MAP) in 2009 dollars] made to concessionaire (federal aid receipts, state motor fuel tax receipts, toll receipts) Concessionaire's financing sources for repayment: • Senior bank debt – $781.1 million (backed by final acceptance/APs)

Project Profiles 73 • TIFIA loan – $603 million + capitalized interest during construction (backed by final acceptance/APs) • Equity – $207.7 million • Revenues – $10.0 million • FDOT qualifying development funds – $232 million Project Delivery/ Contract Method DBFOM Private Partner I-595 Express, LLC [ACS Infrastructure Development and TIAA (50/50 split of the equity portion on loan)] as concessionaire Subcontractors/subconsultants: • Dragados USA Inc. – DB contractor • AECOM Technical Services, Inc. – lead engineering firm • HNTB Corp – construction engineering and inspection • Roy Jorgensen Associates, Inc. – operations and maintenance Lenders 12-bank club (senior bank debt) U.S. DOT TIFIA Duration/Status Construction began in June 2009; substantial completion was achieved on March 26, 2014. TIFIA Credit Assistance Direct loan – $603 million U.S. DOT has a subordinate lien on APs made by FDOT to I-595 Express, LLC. Financial Status/Financial Performance TIFIA loan agreement was executed on March 2, 2009. Financial close was reached on March 3, 2009. The first interest payment was made in December 2014. Principal repayments are scheduled to begin in 2031. The final maturity of the TIFIA loan is June 2042. A 6- month debt service reserve based on senior and TIFIA interest and principal will be available until the final maturity of the TIFIA loan. A $9 million contingency reserve was available until 6 months after scheduled substantial completion to cover construction cost overruns and help maintain target minimum DSCR. Innovations • First U.S. application of APs to a transportation project. • I-595 Express, LLC, received no compensation from FDOT until the facility was fully operational. Upon FDOT’s final acceptance of project construction, I- 595 Express, LLC, was eligible to receive a series of annual lump-sum final acceptance payments, including potential incentive bonuses for completing a series of interim milestones (related to major construction activities) within established contractual deadlines. • Performance-based APs are made monthly during the operating period of the project. A MAP of $65.9 million (in 2009 dollars) began in 2014 and escalates annually. If quality and performance requirements stipulated in the contract as well as availability of the roadways to traffic are not met, then the APs are subject to downward adjustment in accordance with the contract.

74 Leveraging Private Capital for Infrastructure Renewal Ohio River Bridges East End Crossing Location Southern Indiana/Louisville, Kentucky Project Borrower/Sponsor IFA INDOT Mode Bridge/tunnel/highway Description The East End Crossing project includes a new bridge across the Ohio River, as well as an associated roadway, tunnel, and facilities, connecting Clark County, Indiana, and Jefferson County, Kentucky, approximately 8 miles east of Louisville. The project is one-half of the bi-state Ohio River Bridges project, which also includes the new Abraham Lincoln Bridge that expands the capacity of I-65 across the Ohio River into downtown Louisville and the reconstruction of the Kennedy Interchange between I-65, I-64, and I-71. The state of Indiana leads the East End Crossing project, and the Commonwealth of Kentucky leads the Downtown Crossing project. The East End Bridge will be an approximately 2,500-ft-long cable-stayed bridge featuring two convex diamond towers, two lanes in each direction (expandable to three), and a 13-ft-wide pedestrian and bicycle path. The Kentucky approach will be an extension of I-265 (Gene Snyder Freeway) from U.S. 42 to the new bridge, 3.3 miles long and two lanes in each direction, including a 1,680-ft tunnel under U.S. 42 and a redesigned interchange at U.S. 42 to allow traffic to enter and exit KY 841. The Indiana approach will be a 4.1-mile extension of I-265/SR 265 (Lee Hamilton Highway) from IN 62 to the new bridge. The extension will be two lanes in each direction and include the addition of a new full interchange at Old Salem Road and reconstruction of the I-265/IN 62 interchange. The East End Crossing project will complete the I-265/KY 841/SR 265 corridor in the eastern part of the Louisville metropolitan area. The East End Crossing project is being delivered as an availability-pay DBFOM concession with a 4-year construction and a 35-year operation term. The concessionaire will be responsible for the operations and maintenance of the project, with the exception of the Kentucky approach’s tunnel, which will be maintained by the Commonwealth of Kentucky. The East End Bridge (and Abraham Lincoln Bridge) will be tolled, with operations and toll collection managed by the state of Indiana. The concessionaire will be compensated with milestone payments during construction and APs during operation of the facility supported by tolls and traditional state revenues. Cost $1,319.2 million (YOE, including financing costs) Funding Sources Indiana: • State and federal funding (milestone payments) – $392 million (includes $162 million TIFIA loan) • Other state and federal funding – $208.1 million • Milestone PABs (Series A) – $488.9 million • Long-term PABs (Series B) – $18.9 million Kentucky: • State and federal funding – $88.0 million • Equity contribution – $78.1 million

Project Profiles 75 • Relief events reserve account – $45 million Project Delivery/Contract Method DBFOM AP concession (39 years) Private Partner WVB East End Partners (concession company): • Walsh Infrastructure, LLC • VINCI Highways SAS • Bilfinger Project Investments International Holding GmbH Construction joint venture (DB members): • Walsh Construction Company • VINCI Construction Grands Projects Lenders Bondholders, U.S. DOT TIFIA Duration/Status Commercial close on December 27, 2012. Construction began May 28, 2013. Substantial completion by late 2016. Conclusion of concession in 2052. TIFIA Credit Assistance Direct loan – $162 million Financial Status Initial financial close reached on March 28, 2013. TIFIA credit agreement signed on April 15, 2015. Innovations The East End Crossing is part of the Ohio River Bridges project, which also includes the Downtown Crossing in Louisville. The Louisville and Southern Indiana Bridges Authority, a bi-state agency, was responsible for the financing of the $2.8 billion Ohio River Bridges. Indiana chose to finance the East End Crossing through an availability-pay P3, while Kentucky delivered the Downtown Crossing through a more traditional DB contract. These innovative delivery approaches combined for significant cost savings. Pennsylvania Rapid Bridge Replacement Project Location Pennsylvania (statewide) Public Sponsor PennDOT Mode Bridge Description The Pennsylvania Rapid Bridge replacement project will replace 558 structurally deficient bridges across the commonwealth under a DBFM P3 arrangement between PennDOT and Plenary Keystone Partners. The concessionaire will also be responsible for demolishing the existing bridges, maintaining traffic during construction, and maintaining the bridges for 25 years following construction. PennDOT will retain ownership of the bridges throughout the concession period. Most of the bridges included in the program range from 40 to 75 ft in length and are located in rural regions on the state highway system. The bridges are clustered in two groups, one in northeastern Pennsylvania and the other in the southwest. The project will be completed in two phases, with the first involving the

76 Leveraging Private Capital for Infrastructure Renewal replacement of 87 early completion bridges (ECBs), and the second including the 471 remaining eligible bridges. All work was anticipated to be complete by December 2017. PennDOT chose the P3 structure to accelerate the replacement of the bridges and facilitate efficiencies in design and the construction of bridge components. This has resulted in a 20% cost savings over the life of the concession period compared to PennDOT's replacing the bridges itself. Cost Project cost – $1.118 billion (includes financing costs) DB contract – $899 million Funding Sources Total project funding (construction period): • PAB proceeds (Series 2015) – $721.5 million • PAB sale premium – $71.9 million • Equity (Plenary Walsh) – $59.4 million • Mobilization and milestone payments – $224.7 million • APs – $35.8 million • Interest earned – $4.9 million Project Delivery/Contract Method DBFM AP concession (28 years) Private Partner Plenary Walsh Keystone Partners: • Financing/management – Plenary Group USA Ltd. (80%) – Walsh Investors, LLC (20%) • Construction – Walsh Construction Company – Granite Construction Company • Lead design – HDR, Inc. • Bridge maintenance – Walsh Infrastructure Management Lenders Pennsylvania Economic Development Financing Authority (private-activity revenue bonds) Duration/Status The notice to proceed was issued on January 31, 2015. The construction of the ECBs began in June 2015, and the bridges were to be completed in batches. Substantial completion of the project was expected on December 31, 2017. Financial Status Commercial close occurred on January 9, 2015. Financial close occurred on March 18, 2015. Innovations • First project to be completed under Pennsylvania’s 2012 P3 enabling legislation. • The batching of the projects was to allow the bridges to be replaced and maintained at an average cost of $1.6 million each versus $2 million each if completed by PennDOT. • Largest road project in Pennsylvania history. • Largest PAB financing to date in the United States.

Project Profiles 77 • PennDOT obtained a special experimental project (SEP-15) waiver to delegate National Environment al Policy Act (NEPA)/permitting responsibility to the concessionaire as part of the agreement. • The concessionaire was to subcontract all rehabilitation work to a total of 11 local contractors and would use locally based staff to perform long-term maintenance. • Bond Buyer Deal of the Year awards winner 2015. Port of Miami Tunnel Location Miami, Florida Public Sponsor/ Borrower FDOT Miami Access Tunnel (MAT) Miami–Dade County City of Miami Mode Highway/tunnel Description The Port of Miami Tunnel improves access to and from the Port of Miami, serving as a dedicated roadway connector linking the port (located on an island in Biscayne Bay) with the MacArthur Causeway (State Road A1A, which connects Miami to Miami Beach) and I-395 on the mainland. Previously, the port was linked to the mainland only by the Port Bridge. The tunnel (1) improves access to the port, helping to keep it competitive and efficient; (2) improves traffic safety in downtown Miami by removing cargo trucks and cruise line buses from congested city streets; and (3) facilitates ongoing and future development plans in and around downtown Miami. The project includes a tunnel under the Main Channel (the shipping channel between Dodge and Watson Islands), roadway work on Dodge Island and Watson Island/MacArthur Causeway, and widening the MacArthur Causeway Bridge. Twin tubes, each 3,900 ft long and 41 ft in diameter, reach a depth of 120 ft. The project has been developed as a P3 with MAT. The state agreed to pay for approximately 50% of the capital costs (design and construction) and all operations and maintenance, while the remaining 50% of the capital costs is provided by the local governments. Under the concession agreement, FDOT paid MAT a total of $100 million in milestone payments during the construction period between 2010 and 2013 and a $350 million final acceptance payment on construction completion. This is followed by 30 years of APs during the operating period from a combination of federal and state funds. The annual payment is $32.479 million (2009$), with adjustments for inflation. Deductions are made from this amount if MAT’s operation of the facility does not meet prescribed performance standards. Cost Total project cost – $1,113 million ($1,072.9 million in eligible project costs): • Design and construction – $607 million • Financing and other capital costs – $195.1 million

78 Leveraging Private Capital for Infrastructure Renewal • SPV costs/insurance/O&M during construction – $59.6 million • Reserves – $41.2 million • State development cost – $209.8 Funding Sources Total eligible project costs – $1,072.9 million: • Senior bank debt – $341.5 million • TIFIA loan – $341 million • Equity contribution – $80.3 million • FDOT milestone payments during construction – $100 million • FDOT development funds – $209.8 million TIFIA capitalized interest during construction is not included in total eligible costs and is $40.1 million. Project Delivery/ Contract Method DBFM AP concession (30 years) Private Partner MAT: • Meridiam Infrastructure Finance, S.a.r.l. (90% equity partner) • Bouygues Travaux Publics, S.A. (10% equity partner) Lenders U.S. DOT TIFIA 10-bank club (senior bank debt): • BNP Paribas • Banco Bilbao Bizcaya Argentina • RBS Citizens • Banco Santander • Bayerische Hypo- und Vereinsbank, AG • Calyon • Dexia • ING Capital • Société Générale • WestLB Duration/Status Commercial close on June 2, 2009 Construction began in May 2010; substantial completion was achieved on August 3, 2014. TIFIA Credit Assistance Direct loan – $341.5 million The TIFIA loan holds a second priority security interest in project revenues after senior obligations. The project’s senior debt obligations will be fully amortized prior to commencement of TIFIA payments, providing TIFIA with a sole claim on project cash flows available for debt service. Financial Status/ Financial Performance Financial close and TIFIA credit agreement were executed on October 15, 2009. APs are pledged to secure the TIFIA loan. Innovations • Second U.S. application of APs to finance a transportation project (the first also being in Florida: the I-595 Corridor Roadway Improvements). • Largest-diameter bored tunnel in the United States.

Project Profiles 79 • The concession agreement included a $180 million geotechnical contingency fund to mitigate the risk of unforeseen construction costs due to the technically risky bored tunnel construction method through soft soil conditions under Biscayne Bay. • AASHTO 2015 American's Transportation Awards Grand Prize and People’s Choice awards winner. Presidio Parkway (Phase II) Location San Francisco, California Public Sponsor/ Borrower Public sponsor – Caltrans San Francisco County Transportation Authority (SFCTA) Borrower – Golden Link Concessionaire, LLC (GLC) Mode Highway Description The Presidio Parkway project is a replacement of Doyle Drive, a 1.6-mile segment of Route 101 in San Francisco that is the southern access to the Golden Gate Bridge, connecting Marin and San Francisco counties and providing a major regional traffic link between the peninsula and North Bay Area counties. The existing structure, built in 1936, did not meet current highway standards and was seismically deficient. The Presidio Parkway project area extends from the Golden Gate Bridge toll plaza on the west to Broderick Street on the east and includes Richardson Avenue, Gorgas Avenue, and Marina Boulevard. The Presidio Parkway is a six-lane facility with a southbound auxiliary lane between the Park Presidio interchange and the new Presidio access at Girard Road. The roadway consists of various sections (from the toll plaza east to Richardson Avenue) with a landscaped median: • A high viaduct between the Park Presidio interchange and the San Francisco National Cemetery (Presidio Viaduct) • Shallow cut-and-cover tunnels past the cemetery to Battery Blaney (Battery tunnels) • At-grade roadways to the Main Post • Cut-and-cover tunnels from the Main Post to east of Halleck Street (Main Post tunnels) • A low causeway from Halleck Street to Girard Road • At-grade connection to Richardson Avenue The project was developed in two phases. Caltrans was responsible for the design, financing, and construction of Phase I, which was delivered through a traditional DBB process and consisted of a replacement bridge at the Park Presidio interchange, the new southbound Presidio Viaduct, the southbound Battery tunnel, and a temporary bypass east of the Main Post to allow construction of the Main Post tunnels and roadway to Richardson Avenue. Through a competitive procurement process, Caltrans selected a private consortium, GLC, to deliver Phase II as a DBFOM availability-pay concession. The P3 project agreement with GLC was executed on January 3, 2011. GLC received milestone payments as construction activities reached substantial completion and will continue to receive quarterly APs through the concession period based on

80 Leveraging Private Capital for Infrastructure Renewal performance. These payments are sourced from state and local transportation funds from a number of regional entities, including SFCTA, which manages administration of a local transportation sales tax; the Golden Gate Bridge, Highway, and Transportation District, which operates the bridge; the region’s metropolitan planning organization—Metropolitan Transportation Commission; and two other regional planning and local tax-administering agencies—the Transportation Authority of Marin County and the Sonoma County Transportation Authority. Phase I construction was substantially completed and project opened to the public on April 30, 2012. Phase II major construction began after the completion of Phase I and concluded in July 2015. Final landscaping and restoration continued through 2016. Cost Estimated total cost – $851.6 million Funding Sources Phase I – $486.9 million: • Federal funds – $70.8 million • ARRA grant – $83.3 million • State funds – $229.0 million • Local funds – $103.9 million Phase II – $364.7 million: • Bank loan – $166.6 million • TIFIA Tranche A Loan – $89.8 million • TIFIA Tranche B Loan – $60.2 million • Parent company contribution – $2.6 million • Private equity – $43.0 million • TIFIA capitalized interest – $2.5 million Project Delivery/ Contract Method Phase I – DBB Phase II – DBFM AP concession (30 years) Project Partner Phase II Golden Link Partners, LLC: • HOCHTIEF PPP Solutions North America • Meridiam Infrastructure Construction joint venture (DB members): • Flatiron West, Inc. • Kiewit Infrastructure West, Co. Lenders Banks, U.S. DOT TIFIA Duration/Status Phase I: • Construction complete April 2012 Phase II: • P3 Agreement with GLC signed on January 3, 2011 (commercial close) • Preconstruction began mid-2011 • Financial close – June 14, 2012

Project Profiles 81 • Major construction start – Partial notice to proceed was issued by Caltrans on November 6, 2012, and identified many conditions required to be met by GLC before beginning the major construction of the project. • Major construction complete July 2015; final landscaping and restoration were to be complete by the end of 2016. • Duration of concession – 30 years TIFIA Credit Assistance Direct loan – $150.0 million TIFIA credit assistance totals $150 million and is structured into two tranches to reflect the two distinct sources of repayment and state and local funding limitations. The $89.8 million short-term loan (Tranche A) is to be repaid fully following substantial completion in the form of a milestone payment. The $60.2 million long-term loan (Tranche B) is to be repaid using the non-federal portion of the quarterly APs to GLC during a 28-year period. The TIFIA loans will be secured by a lien on project collateral. Financial Status/ Financial Performance TIFIA credit agreement was executed on June 14, 2012. The first TIFIA interest payment was scheduled for June 2016. Principal repayments were scheduled to begin in December 2018. Level debt service payments commence in 2019. The final maturity of the TIFIA loan is December 2045. Innovations • California’s first P3 transaction under its 2009 legislation. (Prior P3 projects include South Bay Expressway and SR 91 Express Lanes.) • California’s first AP contract for transportation infrastructure. • First project with direct federal aid participation in APs. • First TIFIA loan to be repaid in part with a milestone payment following substantial completion. • Incorporation of numerous context-sensitive design features to minimize traffic impacts and to protect and enhance the environmental and cultural resources. Southern Ohio Veterans Memorial Highway (Portsmouth Bypass) Location Portsmouth to Lucasville, Scioto County, Ohio Project Borrower/ Sponsor ODOT Portsmouth Gateway Group Mode Highway Description The Southern Ohio Veterans Memorial Highway is a $646 million, 16-mile, four- lane, limited-access highway around the city of Portsmouth in Scioto County in South Central Ohio. Designated as State Route 823, the project will improve travel and regional mobility, allowing motorists to avoid traffic signals and intersections on the current 26-mile route using U.S. 52 and U.S. 23. The Portsmouth Bypass will have five interchanges and is expected to provide travel time savings of up to 16 minutes per trip compared to the previous route. The project will also provide a largely access-controlled alternative to I-77 and I-75 for motorists making trips between southern Ohio and the Columbus region, saving over 70 miles on some

82 Leveraging Private Capital for Infrastructure Renewal trips. The project is being delivered as an AP DBFOM concession. ODOT will use traditional funding from federal and state taxes on motor vehicle fuels to cover the cost of the APs. The term of the concession will extend for 35 years once the highway is open. Cost $646.3 million (total cost including activities, design, construction, and financing) Funding Sources Portsmouth Gateway Group Funding - $556.8 million (design, construction, financing): • PABs – $227.3 million • PABs premium – $24 million • TIFIA loan – $209.3 million • Private equity – $48.9 million • Interest earnings – $4 million ODOT funding – $89.5 million ( activities including environmental analysis, preliminary engineering, and right-of-way acquisition) + $44 million (milestone payments): • Appalachian Development Highway System funds – $97 million • Other federal and state funds – $36.5 million Project Delivery/ Contract Method DBFOM AP concession (39 years) Private Partner Portsmouth Gateway Group (concession company): • ACS Infrastructure Development • InfraRed Capital Partners Limited • Star America Infrastructure Partners DB partners: • Dragados USA • Beaver Excavating Company • John R. Jurgensen Co, Inc. • ms consultants Lenders Bondholders, U.S. DOT TIFIA Duration/Status Construction began in June 2015. Substantial completion was scheduled to occur in late 2018. TIFIA Credit Assistance Direct loan – $209.304 million The project has a TIFIA interest rate of 1.27% because as a rural infrastructure project it is eligible for a 50% discount on the prevailing TIFIA interest rate. Financial Status TIFIA credit agreement was signed on March 31, 2015. Innovations • The project is the first AP P3 concession in Ohio. • By procuring the project on a DBFOM basis, ODOT has consolidated the implementation period for the project from 13 to 5 years.

Project Profiles 83 91 Express Lanes Location Orange County, California Public Sponsor/ Borrower Orange County Transportation Authority Mode Highway/managed lanes Description The 91 Express Lanes is a 10-mile, four-lane express toll-lane facility in the median of SR-91 in Southern California from the Riverside County line east to SR-55 near Anaheim in Orange County. The facility consists of two lanes in each direction and is separated from five general-purpose lanes in each direction by tubular markers. There are single points of access and egress on each end with no intermediate entrances or exits. Tolls on the facility vary by direction of travel, time of day, and day of week on a fixed schedule that is reviewed quarterly for possible adjustment. The 91 Express Lanes opened in December 1995 as one of four P3 demonstration projects approved by the state legislature through California Assembly Bill 680 in 1989. The project was conceived and delivered using a DBFOM contract method. A private consortium, California Private Transportation Company (CPTC), financed and built the facility, transferred ownership to the state (Caltrans), and was to operate the lanes for 35 years. While CPTC maintained control over the tolls, the state contract capped the rate of return. The contract also included a noncompete clause that prohibited capacity improvements to the SR-91’s general-purpose lanes. Because of a dispute over the noncompete clause, the Orange County Transportation Authority (OCTA) purchased the operating franchise for the 91 Express Lanes in January 2003 for $207.5 million. The purchase eliminated the clause and has permitted the recent general-purpose lane expansion from four to five lanes in each direction. In 2014, the Riverside County Transportation Commission initiated a $1.3 billion project to extend the 91 Express Lanes into Riverside County by eight miles from the Orange County line to I-15. The extension was expected to open in January 2017. Cost $135 million (original capital construction cost, YOE) $207.5 million (purchase price, 2003 $) Funding Sources Original construction: • Variable-rate bank loan (14.5 years) – $65 million • Fixed-rate bank loan (24 years) – $35 million • OCTA subordinated loan – $7 million • Private equity – $20 million OCTA purchase: • Taxable toll-revenue bonds (assumed from CPTC) – $135 million (debt service provided by $83.6 million internal OCTA loan, refinanced in Nov. 2003 as $200 million in tax-exempt toll-revenue bonds) • Cash (internal reserves) – $72.5 million Project Delivery/ Contract Method DBFOM franchise (1995–2003)

84 Leveraging Private Capital for Infrastructure Renewal Private Partner DBFOM franchisee – CPTC (Dec. 1995–Jan. 2003): • Peter Kiewit Sons, Inc. • Granite Construction, Inc. • Cofiroute S.A. (operator) Operator (2003–present): • Cofiroute USA Lenders Original construction: • Citicorp USA • Banque National de Paris • Société Générale • Deutsche Bank • CIGNA Investments Duration/Status The project opened to traffic in December 1995. In January 2003, the operating franchise was sold to OCTA. Financial Status Closed Innovations • First priced-managed lane facility in the United States. • First tolled facility with 100% electronic toll collection. 395 Express Lanes Location Alexandria and Arlington, Virginia Public Sponsor/ Borrower Virginia Department of Transportation Mode Highway/express lanes Description The 395 Express Lanes project will provide three reversible express lanes in the median of an 8-mile corridor of I-395 from Turkeycock Run in Fairfax County, Virginia, through the city of Alexandria and county of Arlington, to the border with the District of Columbia. Two existing HOV lanes will be converted to express lane operation, and a third express lane will be added. The project will provide connections to the 32-mile 95 Express Lanes just north of the Springfield Interchange near Edsall Road. Motorists will also be able to travel to and from the 14-mile 495 Express Lanes through the Springfield interchange. The project is being implemented as an amendment to the existing concession agreement between VDOT and 95 Express Lanes LLC, the private partner that implemented the 95 Express Lanes on a DBFOM basis. Once complete, the continuous stretch of express lanes along I-95 and I-395, as well as those on I-495, will be operated and maintained by the same private partner. The project agreement also includes the widening of I-395 southbound between Duke Street/Route 236 and Edsall Road (approximately 1.5 miles), modifications to the interchanges with those roads, and the rehabilitation of several bridges, among other improvements. These project elements will not be operated or maintained by the private partner on completion. Cost $553.7 million

Project Profiles 85 Funding Sources Toll revenue bonds (including original issue premium) – $251.4 million Virginia Transportation Infrastructure Bank (VTIB) loan – $45.0 million Private equity – $179.0 million Project Delivery/ Contract Method DBFOM toll concession (70 years) Private Partner 95 Express Lanes LLC: • Fluor Enterprises, Inc. • Transurban DRIVE DB – Lane Construction Corporation Traffic and toll management systems – Transurban (USA) Inc. Operations and maintenance – Transurban (USA) Operations, Inc. Lenders VTIB, bondholders Duration/Status Amended and restated comprehensive agreement executed in June 2017. Construction began in August 2017. The project is expected to open to traffic in fall 2019 and be fully complete in summer 2020. Financial Status Closed Innovations The private partner will retain toll revenues collected from the express lane but make a $15 million payment (escalated annually) for transit services and multimodal strategies implemented along the corridor. Capital Beltway HOT Lanes (I-495) Location Fairfax County, Virginia Public Sponsor/ Borrower VDOT Mode HOT road Description The Capital Beltway HOT Lanes project (officially the 495 Express Lanes) is a P3 between VDOT and Capital Beltway Express, LLC (a joint venture of Fluor and Transurban) that opened in November 2012. The project limits are from the Springfield Interchange (south) to just north of the Dulles Toll Road (14 miles). Previously, the Capital Beltway had four lanes in each direction. Improvements included: • 14 miles of two new lanes in each direction; • First time introduction of HOV lanes to the Capital Beltway and reliable transit options to the beltway and Tysons Corner, Virginia; • Congestion-free network for carpools, vanpools, transit, and toll-paying motorists;

86 Leveraging Private Capital for Infrastructure Renewal • Replacement of more than $260 million of aging infrastructure, including more than 50 bridges and overpasses; and • Construction of carpool ramps connecting I-95 with the Capital Beltway to create a seamless HOV network. Cost $2.068 billion Funding Sources PABs – $589 million TIFIA loan – $589 million Commonwealth of Virginia grant – $409 million VDOT change-order funding – $86 million Interest income – $47 million Private equity – $348 million Project Delivery/ Contract Method DBFOM toll concession (75 years) Private Partner Capital Beltway Express, LLC – a joint venture between Fluor and Transurban Lenders Bondholders, U.S. DOT TIFIA Duration/Status Construction began in spring 2008 and reached substantial completion on November 8, 2012. The facility opened to traffic on November 17, 2012. The total length of the concession is 85 years – 5 years of construction and 80 years of operation. TIFIA Credit Assistance Direct loan – $589 million The TIFIA loan holds a subordinate lien on a pledge of the project’s toll revenues and interest income, after operations and maintenance expenses, certain capital expenditures, senior debt service reserve, and debt service payments to senior lenders. Financial Status/ Financial Performance Financial close and TIFIA credit agreement signed on December 20, 2007; senior bonds marketed in June 2008. TIFIA interest payments were expected to begin in 2017. Loan repayments are scheduled to begin in 2032 and conclude in 2047. The TIFIA loan is structured with 5 years of capitalized interest during construction followed by 5 years of partially capitalized interest during ramp-up, then current interest only for 15 years followed by 15 years of interest plus principal. Due to lower-than-expected toll revenues during the first 2 years of operations, Capital Beltway Express and its lenders restructured the project’s debt in May 2014 by contributing an additional $280 million in private equity and $150 million in existing project reserves to reduce the PAB debt, which must be repaid before the TIFIA loan, by 60%. Innovations • Dynamic tolling based on real-time traffic conditions. • First HOT lane implemented in the state of Virginia.

Project Profiles 87 • First time a PAB was used for HOT lanes in the United States and the first time combined with TIFIA financing. Dulles Greenway Location Loudoun County, Virginia Public Sponsor/ Borrower Toll Road Investors Partnership II (TRIP II) Mode Toll highway Description The Dulles Greenway is a 14-mile, limited-access highway extending from the publicly owned Dulles Toll Road (which carries traffic between Washington’s Capital Beltway and Dulles Airport) to Leesburg. The two roads connect at a toll plaza. Drivers pay one toll, which the operators of the two facilities divide. The Greenway was privately financed and constructed from 1993 to 1995 and had an initial agreement to have operational responsibilities revert to the Commonwealth of Virginia in 2036. To finance the Greenway, the limited private partnership TRIP II put up $40 million in equity and secured $310 million in privately placed taxable debt. Ten institutional investors led by CIGNA Investments, Prudential Power Funding Associates, and John Hancock Mutual Life Insurance Company provided $258 million in long-term, fixed-rate notes (due in 2022 and 2026). Three banks (Barclays, NationsBank, and Deutsche Bank AG) agreed to provide part of the construction funding and $40 million in revolving credit. Loans were to be repaid with toll revenues, and the financing was secured by a first mortgage and security interest in the developer’s right, title, and interest in the facility. When the Greenway opened in September 1995, traffic fell short of projected levels, and tolls were reduced. Users but not revenues increased. Tolls were increased in July 1997, and the Virginia General Assembly allowed the speed limit on the facility to be increased from 55 to 65 miles per hour. Still facing financial challenges, TRIP II restructured its debt in 1999 and agreed to an extension of the project. In 2001 the Virginia State Corporation Commission (SCC) extended TRIP II’s concession period for an additional 20 years to 2056. In September 2004, variable peak and discounted off-peak point-to-point rates were introduced to better manage peak-period congestion. In August and September 2005, Macquarie Infrastructure Group (MIG, now Macquarie Atlas Roads) agreed to purchase TRIP II for $617.5 million. This included a payment of $84.5 million to Kellogg Brown & Root for its 13.3% share of the company and $533 million to the Shenandoah Group, the family-owned company that held the remaining 86.7% of the company after having bought out Autostrade International’s former 30% share in 2003. In December 2006, MIG completed the sale of 50% of its economic interest in the Dulles Greenway to Macquarie Infrastructure Partners (MIP), retaining a 50%

88 Leveraging Private Capital for Infrastructure Renewal economic interest in the Greenway. In early 2017, Macquarie Infrastructure Partners’ share was sold back to Macquarie Atlas Roads for $445 million. The maximum toll schedule through 2012 had been set by the SCC. From 2013 through to 2020, tolls can escalate annually at the higher of the Consumer Price Index plus 1%, real gross domestic product, or 2.8% per annum. Post-2020 tolls are set by the SCC on application. Cost $350 million Funding Sources MIG’s 2005 purchase – Macquarie raised financing for its investment in TRIP II through the placement of private stock in Australia. Macquarie also raised funds in New York through the float of $425 million worth of shares in the closed-end Macquarie Global Infrastructure Total Return Fund. Macquarie used the monies generated from these sales to make multiple purchases. TRIP II's 1999 refinancing – $332 million in AAA bonds replacing all outstanding agreements was insured by MBIA and included: • $35 million of current-pay interest-only bonds, and • $297 million zero-coupon bonds maturing in 2003 and 2005 with a blended interest rate of approximately 7%. TRIP II’s original financing – Discussed previously under Description. Project Delivery/ Contract Method DBFOM Private Partner Owner – TRIP II, a fully owned subsidiary of Macquarie Atlas Roads. Operator – Autostrade International of Virginia O&M, Inc., a subsidiary of Italian- based Autostrade for Italy S.p.A. Lenders Bondholders Duration/Status Opened September 1995 and has since been expanded from four to six lanes Financial Status Greenway owners began to default in 1996. Large refinancing package completed in 1999. TRIP II purchased by MIG in September 2005 for $617.5 million. Innovations • One of first U.S. projects to embody the basic concepts of project revenue financing. • Enabled by 1988 action of Virginia’s General Assembly authorizing private development of toll roads. • The Greenway is the first toll road in greater Washington, D.C., to feature variably priced tolls. Elizabeth River Tunnels (Downtown/Midtown Tunnel) Location Cities of Norfolk and Portsmouth, Virginia Public Sponsor/ Borrower Public sponsor – VDOT Borrower – Elizabeth River Crossings Opco, LLC

Project Profiles 89 Mode Highway/tunnel Description The Elizabeth River Tunnels (Downtown/Midtown tunnels) project consists of five construction components involving three facilities in the Hampton Roads region of Virginia. Collectively, the project is known as the Elizabeth River Tunnels. The Midtown Tunnel portion consists of a new two-lane tolled tunnel under the Elizabeth River parallel to the existing Midtown Tunnel connecting the cities of Norfolk and Portsmouth; the project also consists of modifications to the existing tunnel to provide increased capacity for east–west travel linking U.S. Route 58 and I-264 in Portsmouth to the interchange at Brambleton Avenue/Hampton Boulevard in Norfolk, as well as modifications to the interchange. The planned improvements to the Downtown Tunnel have brought it into compliance with current fire and life safety standards. The MLK extension portion of the project consists of an extension of Route 58 south from London Boulevard approximately 0.8 mile to I-264 with an interchange at High Street. The $2.1 billion project has been delivered on a DBFOM concession basis by Elizabeth River Crossings Opco, LLC (ERC) composed of Skanska Infrastructure Development and Macquarie Group. ERC will operate the concession for 58 years. Cost Estimated total cost – $2,089 million (including construction, operations and maintenance, interest, reserves, insurance, and development costs) Funding Sources Senior debt (PABs) – $675 million TIFIA loan – $422 million Equity contributions – $272 million Public funds – $408 million Toll revenues – $268 million TIFIA capitalized interest – $43 million Project Delivery/ Contract Method DBFOM toll concession (58 years) Project Partner Elizabeth River Crossings Opco, LLC: • Skanska Infrastructure Development. Inc. • Macquarie Financial Holding Limited Construction joint venture (DB members): • Skanska USA Civil Southeast, Inc. • Kiewit Construction Company • Weeks Marine, Inc. Lenders Bondholders, U.S. DOT TIFIA Duration/Status Comprehensive agreement with ERC signed in December 2011 (commercial close). Financial close – April 12, 2012 Construction start – mid-2012

90 Leveraging Private Capital for Infrastructure Renewal Construction completion: • Midtown Tunnel (new) – opened June 2016 (one lane), October 2016 (both lanes) • Midtown Tunnel (existing rehabilitation) – ongoing through mid-2018 • Downtown Tunnel (rehabilitation) – completed August 2016 • MLK Extension – opened November 2016 Duration of concession – 58 years TIFIA Credit Assistance Direct loan – $422 million The TIFIA loan will be repaid with toll revenues. TIFIA is further secured by a fully funded debt service reserve fund. Financial Status TIFIA credit agreement was executed on April 12, 2012. Tolling of the pre-project Midtown and Downtown tunnels to help finance the project, originally slated to start in September 2012, was delayed until February 1, 2014. VDOT provided additional state funding to compensate ERC for the lost toll revenue. Innovations Virginia's Commonwealth Transportation Board issued its first GARVEE bonds under the Commonwealth of Virginia Federal Transportation Grant Anticipation Revenue Notes Act of 2011 to provide the public subsidy to support the project’s private financing. I-77 Express Lanes Location Charlotte, North Carolina Project Borrower/ Sponsor NCDOT Cintra Infraestructuras, S.A. Mode Highway/express lanes Description The I-77 Express Lanes project will add 26 miles of variably priced managed lanes along I-77 and I-277 in Charlotte, North Carolina, north through Mecklenburg and Iredell counties. The project will provide two 17.5-mile express lanes in both directions from I-277 (Brookshire Freeway) near Charlotte Center City to Catawba Avenue in Cornelius and one express lane per direction for an additional eight miles from to NC 150 in Mooresville. At the southern end of the corridor, direct connector ramps will extend the lanes an additional 1.3 miles along I-277. The project will convert the existing HOV lanes between I-277 to north of I-485 in Huntersville (southbound) and between I-85 and I-485 (northbound) to express toll-lane operation. Second express lanes will be constructed on new right-of-way in both directions on this segment. The express lanes north of I-485 will also be built on new capacity. The project will include up to 12 points of access and egress and will use all-electronic tolling. The occupancy requirement for free travel on the express lanes will be HOV3+. Motorcycles, buses, and emergency vehicles will also be able to use the lanes at no cost. The project will enhance mobility and travel time reliability in the I-77 corridor north of Charlotte. This region has experienced significant population growth

Project Profiles 91 over the past 25 years, particularly in the communities along the northern portion of the corridor in Iredell County. Population growth in this portion of the region expanded at a rate 50% greater than the average state rate between 2000 and 2010. As a result, the I-77 corridor currently experiences significant delays, which would worsen in the absence of the improvements. Cost $636 million Funding Sources PABs – $100 million TIFIA loan – $189 million Public funding – $94.7 million Equity contribution – $248 million Interest income – $0.5 million Bond premium – $3.6 million Project Delivery/ Contract Method DBFOM toll concession (50 years) Private Partner I-77 Mobility Partners LLC: • Cintra Infraestructuras, S.A. • Aberdeen Global Infrastructure Partners II • John Laing Group Other private partners: • Sugar Creek Construction, LLC, a joint venture between FA Southeast and English Construction – lead contractor • The Louis Berger Group – lead designer Lenders Bondholders, U.S. DOT TIFIA Duration/Status Commercial close was reached on June 26, 2014. Construction began in November 2015 and was expected to be complete in late 2018. TIFIA Credit Assistance Direct loan – $189 million The TIFIA loan is backed by project revenues. Financial Status/ Financial Performance PABs sold on May 13, 2015 TIFIA credit agreement was executed on May 19, 2015. Innovations • A DRAM is available to the private partner if toll revenues are insufficient to cover operational or debt service costs over specified periods of time. • The private developer’s construction cost, including right-of-way acquisition, is $30 million less than what NCDOT had estimated for the agency to build the project itself. • Project improvements should be realized an estimated 20 years sooner than if relying on state funding alone.

92 Leveraging Private Capital for Infrastructure Renewal I-95 HOV/HOT Lanes Location Fairfax, Prince William, and Stafford Counties, Virginia Public Sponsor/ Borrower VDOT 95 Express Lanes LLC (the concession company and TIFIA borrower) Mode Highway/express lanes Description The I-95 Express Lanes were the second major step-in creating a regional network of tolled, managed lanes in Northern Virginia. The project consisted of the development, design, finance, construction, maintenance, and operation of 29.4 miles of HOV/HOT lanes along I-95 and I-395 in Northern Virginia, from Garrisonville Road in Stafford County to Edsall Road in Fairfax County, over a 76-year concession period. The project was divided into four segments: • 8.3 miles of new construction – two-lane reversible (includes seven new brides) • 7.0 miles of two-lane HOV conversion – two-lane reversible • 11.9 miles of two-lane HOV conversion – three-lane reversible • 2.2 miles of two-lane HOV conversion – three-lane reversible (including connection to 495 Express Lanes at the Springfield Interchange) The new managed lanes provide congestion relief and connectivity to users traveling to and from major employment centers and five major military sites, including Fort Belvoir, Quantico Marine Corps Base, and the Pentagon, while providing a reliable pathway for transit vehicles and carpools to travel throughout the region. In many areas, the project provides first time, direct HOV, and transit access to these destinations. Cost Total cost - $922.6 million (excluding $25.4 million in early development costs already incurred by VDOT) Funding Sources TIFIA loan – $300.0 million PABs – $252.6 million Commonwealth of Virginia grant – $82.6 million Private equity – $280.4 million TIFIA capitalized interest – $6.5 million Interest earnings – $0.6 million A TIGER III (Transportation Investment Generating Economic Recovery) grant was used to pay the subsidy cost of the loan to the federal government. Project Delivery/ Contract Method DBFOM toll concession (76 years) Project Partner 95 Express Lanes LLC • Fluor Enterprises, Inc. • Transurban DRIVE

Project Profiles 93 Lenders Bondholders, U.S. DOT TIFIA Duration/Status Construction began in August 2012 Open to traffic in December 2014 Conclusion of concession in 2087 TIFIA Credit Assistance Direct loan – $300.0 million Financial Status/ Financial Performance PABs sold in July 2012. TIFIA credit agreement was executed on November 20, 2012. Innovations The sponsors, together with VDOT, are also partners on the 495 Express Lanes project. The 95 Express Lanes are linked directly to the 495 Express Lanes at the Springfield Interchange. The two projects have common traffic and tolling management systems and share the same operations center/operator. LBJ Express/IH 635 Managed Lanes Location Dallas–Fort Worth Metroplex, Texas Public Sponsor/ Borrower TxDOT, LBJ Infrastructure Group, LLC (the concession company and TIFIA borrower) Mode Highway/managed lanes Description The LBJ Express (formerly the IH 635 Managed Lanes Project) relieves congestion north of Dallas on 13 miles of I-635 (LBJ Freeway) from just west of I-35E (near Luna Road) to just east of U.S. 75 (near Greenville Avenue), and south on I-35E from I-635 to Loop 12. The project involved: • Reconstruction of the main lanes and frontage roads along I-635, • Addition of six managed lanes (mostly subsurface) along I-635 from I-35E to U.S. 75 and four managed lanes west and east of that stretch, and • Addition of six elevated managed lanes along I-35E from Loop 12 to the I- 35E/I-635 interchange. The project was built under a P3 (comprehensive development agreement) between TxDOT and LBJ Infrastructure Group, which will operate and maintain the facility for 52 years. Construction was expected to take 5 years. The managed lanes are dynamically priced following a 6-month introductory fixed-price schedule. HOV2+ users receive a 50% discount during peak operating periods. Tolls are collected by the North Texas Tollway Authority. Cost $2.645 million Funding Sources PABs – $606 million TIFIA loan – $850 million Equity contribution – $682 million

94 Leveraging Private Capital for Infrastructure Renewal Toll revenues during construction – $17 million Public funds – $490 million Project Delivery/ Contract Method DBFOM toll concession (52 years) Private Partner LBJ Infrastructure Group, LLC: • Cintra Concesiones de Infraestructuras de Transporte, S.A. • Meridiam Infrastructure Finance • Dallas Police and Fire Pension System • APG Investments Other private partners: • Ferrovial Agromán, S.A. • W.W. Webber, Inc. • Bridgefarmer & Associates, Inc. Lenders Bondholders, U.S. DOT TIFIA Duration/Status Commercial close (comprehensive development agreement execution) on September 4, 2009. Construction began on January 18, 2011. Fully opened to traffic in September 2015. TIFIA Credit Assistance Direct loan – $850.0 million The TIFIA loan will be repaid with project revenues, including all income, tolls, revenues, rates, fees, charges, rentals, and other receipts derived from or related to the operation of the project. Financial Status/ Financial Performance TIFIA credit agreement was executed on June 21, 2010. Financial close for the PABs occurred on June 22, 2010. Innovations • One of the most comprehensively managed HOV lane systems in the country. • Innovative financing package includes PABs and TIFIA credit assistance. • Met the project goal to not increase the width or height of the existing roadway by constructing the managed lanes as an open trench, rather than placing them in tunnels, and cantilevering the existing general-purpose lanes above them. This approach also resulted in significant cost savings. North Tarrant Express I-820 and SH 121/183 (Segments 1 and 2A) Location Dallas–Fort Worth Metroplex Public Sponsor/ Borrower TxDOT, North Tarrant Express (NTE) Mobility Partners, LLC (the concession company and TIFIA borrower) Mode Highway/managed lanes

Project Profiles 95 Description On June 23, 2009, TxDOT awarded two comprehensive development agreements—equivalent to P3s) for the NTE project to NTE Mobility Partners. The first concession comprehensive development agreement includes the design, development, construction, finance, maintenance, and operation of 13 miles along Interstate 820 (Segment 1) and State Highway (SH) 121/SH 183 from I-35W to SH 121, from north of Fort Worth to just southwest of Dallas–Fort Worth International Airport (Segment 2A). The duration of the concession is 52 years. The existing highway includes two general-purpose lanes in each direction. Proposed improvements include three general-purpose lanes in each direction with two managed lanes in each direction for a total of 10 lanes with frontage roads for future traffic volumes. The second comprehensive development agreement for Segments 2 through 4 includes developing master plans for the remainder of the corridors along SH 183 from SH 121 to SH 161 (Segment 2E), I-820 east from SH 121/SH 183 south to Randol Mill Road (Segment 4), and along I-35W from I-30 to the Eagle Parkway in Tarrant and Dallas counties (Segments 3A, 3B, and 3C), as well as other facilities for connectivity, safety, and financing. As a result of the master-planning activities, TxDOT and the concessionaire entered into a facility agreement to construct Segment 3A and operate and maintain this segment as well as Segment 3B, which is being constructed by TxDOT. TxDOT will also construct Segment 3C. The project comprises 36 miles of managed lanes with all phases completed. Cost $2,122 million Funding Sources PABs proceeds – $398 million TIFIA loan – $650 million Public funds – $594 million Equity contribution – $426 million TIFIA capitalized interest – $54 million Project Delivery/ Contract Method DBFOM toll concession (52 years) Private Partner NTE Mobility Partners, LLC (the concession company): • Cintra Concesiones de Infraestructuras de Transporte, S.A. • Meridiam Infrastructure • Dallas Police and Fire Pension System Other private partners: • Ferrovial Agromán S.A. • W.W. Webber, LLC • Earth Tech, Inc. • Maunsell Australia Proprietary Limited • Aguirre & Fields, L.P.

96 Leveraging Private Capital for Infrastructure Renewal • Ross Communications • CSJ Engineering Assoc. Lenders Bondholders, U.S. DOT TIFIA Duration/Status Commercial close (comprehensive development agreement execution) occurred on June 23, 2009. Construction began in October 2010. The facility opened to traffic on October 4, 2014. TIFIA Credit Assistance Direct loan – $650.0 million The TIFIA loan will be repaid with project revenues, which include all income, tolls, revenues, rates, fees, charges, rentals, and other receipts derived by or related to the operation of the project. Financial Status/ Financial Performance TIFIA credit agreement was executed on December 16, 2009. Financial close occurred on December 17, 2009. A cash-funded debt-service reserve will be available for the senior lien bonds and TIFIA. Innovations • State-of-the-art electronic toll collection system with open architecture, ensuring a seamless, free-flow operation of the managed lanes. • Innovative financing package including PABs and TIFIA credit assistance. Second PABs issuance under the $15 billion of authority provided to DOT by SAFETEA-LU. • The first transportation infrastructure project in the United States to reach financial close with direct investment by a pension fund. North Tarrant Express 35W (Segments 3A and 3B) Location Dallas–Fort Worth Metroplex Public Sponsor/ Borrower TxDOT, NTE Mobility Partners Segments 3, LLC (the concession company and TIFIA borrower) Mode Highway/managed lanes Description As a result of work performed under a predevelopment agreement, a 52-year concession agreement (effective 2009) between TxDOT and NTE Mobility Partners was executed on March 1, 2013, to DBFOM Segment 3A and operate and maintain Segment 3B of the NTE in the Fort Worth, Texas, region. TxDOT was to deliver Segment 3B on a DBB basis before turning over operations to NTE Mobility Partners. Together these two segments compose 12 miles of highway and managed lane improvements to I-35W as part of the overall 36-mile NTE network. NTE Segments 1 and 2A, the first two segments of the six-segment network of managed lanes to be advanced, opened to traffic in October 2014 after a 4-year construction period under a separate concession agreement with NTE Mobility Partners and included improvements to I-820 (Segment 1) and SH 121/SH 183 (Segment 2A). Segment 3A includes construction of two managed lanes in each direction and improvements to approximately 6.5 miles of I-35W from north of I-30 near

Project Profiles 97 downtown Fort Worth to north of I-820, including the I-35W/I-820 interchange. Existing frontage roads, bridges, and overpasses were to be reconstructed. Bridges and overpasses, interchanges, and ramps were also to be reconstructed. The interchange with I-820 at the western extent of Segment 1 was to be reconstructed and would include direct connectors between the two segments’ managed lane components. Segment 3B includes construction of two managed lanes in each direction and improvements to approximately 3.6 miles of I-35W from north of I-820 (joining Segment 3A) to north of U.S. 81/287. Frontage road reconstruction, auxiliary lanes, and managed lane direct connectors with U.S. 81/287 were also included. Cost Segment 3A – $1,397 million Segment 3B – $244 million Funding Sources Segment 3A: • PABs proceeds – $270.6 million • TIFIA loan – $524.4 million • North Central Texas Council of Governments – $145 million • Interest income – $46 million • Equity – $442 million Segment 3B: • Federal and state funds – $234 million • PABs proceeds – $3.4 million • TIFIA loan – $6.6 million Project Delivery/ Contract Method Segment 3A – DBFOM toll concession (52 years) Segment 3B – DBB (O&M included as part of concession) Private Partner NTE Mobility Partners Segments 3, LLC (the concession company): • Cintra Concesiones de Infraestructuras de Transporte, S.A. • Meridiam Infrastructure • Dallas Police and Fire Pension System • APG (Stichting Investment Fund) Other private partners: • Ferrovial Agromán S.A. • North Tarrant Infrastructure LLC Lenders Bondholders, U.S. DOT TIFIA Duration/Status Commercial close (comprehensive development agreement execution) occurred on March 1, 2013. Construction on Segment 3A began in May 2014, with expected substantial completion in 2018. Construction on Segment 3B began in April 2013, with expected substantial completion in late 2016.

98 Leveraging Private Capital for Infrastructure Renewal TIFIA Credit Assistance Direct loan – $531.0 million The TIFIA loan will be repaid with project revenues, which include all income, tolls, revenues, rates, fees, charges, rentals, and other receipts derived by or related to the operation of the project. Financial Status/ Financial Performance The TIFIA credit agreement was executed on September 18, 2013. Financial close for the PABs occurred on September 19, 2013. A cash-funded debt service reserve will be available for the senior lien bonds and TIFIA. Innovations • The project transforms the I-35W corridor into a Smart Corridor, using active traffic management technology to dynamically control traffic based on real- time roadway conditions, provide information to the traveling public, improve transit travel times, and allow transportation and law enforcement officials to better detect and respond to incidents in a timely manner. The technology will provide real-time information for congestion pricing in the managed lanes to maintain 50-mph travel. • This was the third transportation infrastructure project in the United States to reach financial close with direct investment by a pension fund. SH 130 (Segments 5 and 6) Location Austin, Texas, Metropolitan Area Public Sponsor/ Borrower TxDOT SH 130 Concession Company, LLC Mode Toll highway Description SH 130 is a four-lane, 91-mile toll road east and south of Austin designed to relieve congestion on the heavily traveled I-35, the primary north–south route through Central Texas. Segments 1-4 of SH 130 (which are part of the Central Texas Turnpike System that includes SH 45 North and Loop 1) were constructed as a separate project and opened in stages between November 2006 and April 2008. On March 22, 2007, TxDOT signed a comprehensive development agreement with the SH 130 Concession Company to DBFOM a 40-mile extension of SH 130 (Segments 5 and 6) under a 50-year concession from the date of opening. The project opened to traffic on October 24, 2012, and service commenced on November 11, 2012. The extension follows the current U.S. 183 alignment from north of Mustang Ridge to north of Lockhart and extends southwest to I-10 northeast of Seguin. Cost $1,327.9 million Funding Sources Senior bank loans – $685.8 million TIFIA loan – $430 million

Project Profiles 99 Private equity – $209.8 million Interest income – $2.3 million Project Delivery/ Contract Method DBFOM Private Partner SH 130 Concession Company, LLC (originally a joint venture of Cintra Concesiones de Infraestructuras de Transporte, S.A. and Zachry American Infrastructure) Lenders U.S. DOT TIFIA Bank syndicate: • Banco Santander • Caja de Ahorros y Monte de Piedad de Madrid • Banco Espirito Santo • Caixa-Banco de Investimento • Fortis Bank Duration/Status Construction began in April 2009. Opened to traffic in October 2012; service commenced in November 2012. TIFIA Credit Assistance Direct loan – $430 million The TIFIA loan is secured by a lien on project revenues subordinate to the lien securing senior lien obligations, which are bank loans, and is senior to the equity to be provided by investors. Financial Status/ Financial Performance Financial close on March 7, 2008 TIFIA loan agreement signed on March 7, 2008 The first TIFIA interest payment is scheduled for June 2017. Principal repayments are scheduled to begin in 2018. The final maturity of the TIFIA loan is in June 2047. A $35 million bank liquidity facility and contingent equity was available to meet senior and TIFIA debt service obligations in the first 5 years of operation but was fully drawn in the first few years of operation after toll revenues fell well short of forecasts. In addition, a 12- month debt service reserve account will be established beginning in year six of operations and will be in place through the final maturity of the TIFIA loan. Despite increasing traffic levels in 2015, SH 130 Concession Company filed for Chapter 11 bankruptcy protection in federal court in March 2016. On September 9, 2016, Cintra relinquished ownership of the facility to its creditors but will continue to operate the facility for 18 months. Innovations This was the first privately developed and operated open toll road facility in Texas.

100 Leveraging Private Capital for Infrastructure Renewal SH 288 Toll Lanes Project Location Houston, Texas Public Sponsor/ Borrower Texas Department of Transportation Mode Highway/toll highway Description SH 288 is a 61-mile highway between Houston and the Gulf of Mexico that provides a vital route for commuters, freight and commercial trucking, and hurricane evacuation. The highway’s configuration has remained essentially unchanged since 1984. It extends from I-45 in downtown Houston to U.S. 36 in Freeport, intersecting three major orbital roadways in the metropolitan region: I- 610, Sam Houston Tollway (Beltway 8), and SH 6. SH 288 links the major employment center of downtown Houston and the Texas Medical Center with the rapidly growing residential communities of Harris and Brazoria counties. The SH 288 Toll Lanes project is located within Harris County and involves the development, design, construction, financing, operation, and maintenance of four new toll lanes that extend 10.3 miles along the median of SH 288, as well as the maintenance of the existing general-purpose lanes along the SH 288 corridor. The project also includes the reconstruction of 75% of the I-610 interchange, the addition of direct connector ramps at Beltway 8, and 1.3-mile direct connector ramps to the Texas Medical Center (TMC Connector). The project will provide onward links to an extension of the SH 288 managed lanes in Brazoria County: • The Brazoria Project (North) will be procured, financed, and constructed separately by Brazoria County; it includes four toll lanes extending from the Harris/Brazoria County line south to County Road 58 for approximately 5 miles. • The Brazoria Project (South) begins at County Road 58 and extends south to County Road 60/future SH 99 for approximately 10 miles. Cost Total cost – $1,063.6 million (YOE) Funding Sources • PABs (senior debt) – $298.6 million • TIFIA loan – $357.0 million • Private equity – $375.3 million • TxDOT funds (for the TMC Connector) – $17.1 million • TIFIA capitalized interest – $14.9 million • Interest income – $0.7 million Project Delivery/ Contract Method DBFOM toll concession (52 years) Private Partner Blueridge Transportation Group, LLC (concession company): • ACS Infrastructure Development • InfraRed Capital Partners • Shikun & Binui Concessions • Northleaf Capital Partners • Clal Insurance Enterprises Holdings Ltd. Group • Star America Infrastructure Partners Almeda-Genoa Constructors (DB joint venture):

Project Profiles 101 • Dragados USA • Pulice Construction • Shikun & Binui America Lenders Bondholders, U.S. DOT TIFIA Duration/Status Commercial close March 7, 2016. Financial close May 9, 2016. Construction was to begin in the fourth quarter of 2016 and was projected to be complete by the second quarter of 2019. TIFIA Credit Assistance Direct loan – $357.0 million TIFIA will be repaid with toll revenues. Financial Status/ Financial Performance The TIFIA credit agreement was signed in April 2016. Innovations • The project is financed by the private sector with the exception of TxDOT’s contribution to the Texas Medical Sector direct connectors’ construction. • An alternative technical concept proposed by the private partner was to be used to reconstruct about 75% of SH 288’s interchange with I-610. South Bay Expressway (formerly SR 125 South Toll Road) Location San Diego County, California Public Sponsor/ Borrower Caltrans South Bay Expressway L.P. – original borrower San Diego Association of Governments – current borrower Mode Toll highway Description The South Bay Expressway (SBX) toll road (the SBX Project) is a 9.2-mile, privately developed southern extension of SR 125, extending from San Miguel Road in Bonita, California, near the Sweetwater Reservoir to SR 905 in Otay Mesa, near the international border. The SBX Project connects the only commercial port of entry in San Diego to the regional freeway network. This project, made possible through an innovative P3, completes the missing link in San Diego’s third north–south freeway corridor. The SBX Project connects Otay Mesa, the largest area of industrial-zoned land remaining in San Diego County, with eastern Chula Vista and points north and east, reducing commute times and providing convenient access to downtown San Diego, Sorrento Valley, Santee, I-8 and I-15, and Mexico. The SBX Project was developed pursuant to California’s AB 680 legislation passed in 1989. Under the original franchise agreement, the private developer raised capital for the project and constructed the road in exchange for a 35-year toll concession. Caltrans owns the highway but leases the road back to the franchisee. Currently, the San Diego Association of Governments (SANDAG) has the

102 Leveraging Private Capital for Infrastructure Renewal franchise under an amended agreement executed when the toll road was sold to SANDAG in December 2011. Control will revert back to Caltrans in 2042. In conjunction with the construction of the toll road, two local government- funded projects at the northern end of the toll road, known as the “Gap and Connector,” were built to link the SBX Project to the existing San Diego freeway network. The SBX toll road uses cash and credit card payment as well as electronic toll collection through the FasTrak system. Construction of the toll road and the Gap and Connector project was performed under DB contracts. Cost $658 million Funding Sources Construction period financing: • Bank debt – $340 million (backed by toll revenues) • TIFIA loan – $140 million (backed by toll revenues) • Donated right-of-way – $48 million • Investor equity – $130 million Project Delivery/ Contract Method A 35-year build–transfer–operate franchise with the State of California that allows the franchisee to set market-rate tolls Private Partner South Bay Expressway, L.P. (SBX L.P.), formerly owned by Macquarie 125 Holdings, Inc. and MIP. (These entities were the original developer and equity holders, respectively. See financial status section for current ownership.) Lenders Bank lenders (syndicated group of 10 banks); U.S. DOT TIFIA Duration/Status Opened to traffic in November 2007 TIFIA Credit Assistance Direct loan – $140 million The TIFIA loan is secured by a priority security interest in all project collateral, including but not limited to (1) all income, tolls, revenues, rates, fees, charges, rentals, and other receipts derived by or related to the operation or ownership of the project, including all amounts from joint development or leasing of air space lease rights; (2) any revenues assigned to the borrower and proceeds of the sale or other disposition of all or any part of the project; and (3) all income derived from permitted investments. The TIFIA loan is also secured by a mortgage on the borrower’s leasehold interest in the real estate underlying the toll road right-of- way. Financial Status/ Financial Performance Financial close on May 22, 2003 TIFIA credit agreement was signed on May 22, 2003. On March 22, 2010, the privately owned toll road operator and TIFIA borrower, SBX L.P., applied for reorganization under Chapter 11 of the U.S. Bankruptcy Code. With accrued interest, the outstanding balance of the TIFIA loan at the time of the bankruptcy filing was $172 million and, pursuant to TIFIA statutory requirements, TIFIA’s debt became on par with that of the lenders. The senior lien of TIFIA and the lenders was confirmed by the court during the bankruptcy process.

Project Profiles 103 The filing was primarily the result of the burden of claims by the contractor that built the SBX Project, particularly the ongoing litigation costs. The SBX Project’s financial condition was also a factor as the financial prospects were being affected by lower-than-anticipated revenues due to an economic downturn. On December 30, 2010, SBX L.P. filed a plan of reorganization with the bankruptcy court, pursuant to which SBX L.P. was converted to a Delaware limited liability company, South Bay Expressway, LLC (SBX LLC), and the debt of the lenders and TIFIA was restructured. The bankruptcy court confirmed the plan on April 14, 2011, and included the settlement of all litigation matters with the contractor, Caltrans, and certain other parties. Under the plan, TIFIA’s secured claim was $99 million, of which approximately $93 million represented debt (the new loan amount) and $6 million was equity. TIFIA’s unsecured claim was $73 million, or 42% of the $172 million outstanding balance. All future toll revenues were to be shared pro rata between TIFIA (32%) and the lenders (68%). The lenders and TIFIA held 100% of the restructured debt and owned all of the equity in the reorganized company. Although the DOT wrote down a portion of the principal balance, TIFIA was scheduled to recapture more than 90% of the original loan by the final maturity date of 2042. The reorganized company, SBX LLC, emerged from bankruptcy on April 28, 2011, concurrent with the financial close of the restructured loans. Soon after emergence, SANDAG approached TIFIA and the lenders with respect to a possible purchase of the SBX Project by SANDAG. On July 22, 2011, SANDAG, the lenders, and TIFIA reached an agreement in principle for the purchase of the SBX Project for $344.5 million in cash and debt (excluding cash on hand and non-core assets). On December 21, 2011, SANDAG purchased the SBX Project from TIFIA and the lenders, with TIFIA issuing a note to SANDAG for a restated loan in the amount of $94.1 million. In addition, as consideration for the sale of the project, TIFIA received a cash distribution of $15.4 million and also holds a subordinated note from SANDAG in the amount of $1.4 million. The basis for allocations between the lenders (68%) and TIFIA (32%) was the pro rata share of the outstanding debt as of the bankruptcy filing. The TIFIA note has a senior lien on the SBX Project revenues and is structured in three tranches that bear interest at the same rates as in the plan; these rates are higher than the rate for TIFIA’s original loan for the SBX Project. The DOT also has a separate subordinate note, which compensates TIFIA in part for its equity portion under the plan. Fitch Ratings has assigned an investment-grade rating to the TIFIA debt. Now that substantially all of the assets (i.e., the SBX Project) of SBX LLC have been sold to SANDAG, TIFIA and the lenders are in the process of liquidating and winding down SBX LLC. The ultimate recoveries of the TIFIA loan for this project depend on ongoing performance of the toll road. However, the credit quality of the cash-flow stream has been improved significantly through the sale of the toll road to SANDAG. Although the principal amount of the original loan was reduced, based on the credit attributes of the restructured loan and the higher interest rates (compared to the 4.46% rate in the original loan), the TIFIA program is positioned to realize 100% of the original loan balance.

104 Leveraging Private Capital for Infrastructure Renewal Innovations • The $140 million TIFIA loan was the first ever provided to a private toll road development and the first with bank debt and private equity. • The original TIFIA debt service repayment structure was sculpted with mandatory and scheduled components. Teodoro Moscoso Bridge Location San Juan to Carolina, Puerto Rico Public Sponsor/ Borrower Puerto Rico Highways and Transportation Authority Mode Toll bridge Description The Teodoro Moscoso Bridge is a tolled 1.4-mile limited-access segment of PR-17, connecting San Juan with the area of Isla Verde in Carolina over the San José Lagoon. The bridge connects Luis Muñoz Marín International Airport and PR-26 in the north to PR-181 south of the San José Lagoon. The bridge has two lanes in each direction with an emergency shoulder on each side. The southern end of the bridge is wider to accommodate 10 toll lanes. The toll plaza, from its inception, accepts a variety of payment methods, including cash, credit card, and the TAG electronic pass system. The bridge was constructed under a design–build–operate–maintain concession between the Puerto Rico Highways and Transportation Authority—a government- owned corporation within the DOT and Public Works—and Autopistas de Puerto Rico, a private partnership. Cost $126.8 million (DB contract = $88.7 million) (1994 $) Funding Sources Puerto Rico Highways and Transportation Authority Special Facility Revenue Bonds – $116.8 million (issued 1992 and refinanced with $153.2 million in Special Facility Revenue Refunding Bonds in 2003) Project Delivery/ Contract Method DBFOM toll concession (35 years, extended to 52 years in 2009) Private Partner Autopistas de Puerto Rico (APR) – wholly owned by Abertis Infraestructuras S.A. as of 2010 DB – Dycrex Construction and Company (affiliate of APR) Lenders The Puerto Rico Highways and Transportation Authority facilitated a lending facility through the use of a special conduit known as the Puerto Rico Industrial, Tourist, Educational, Medical, and Environmental Control Financing Authority (AFICA) (see Financial Status). Duration/Status In December 1991, the Puerto Rico Highways and Transportation Authority entered into a concession agreement with APR to design, build, operate, and maintain the bridge for 35 years. The bridge opened on February 28, 1994. In 2010, the concession agreement to operate and maintain the bridge was extended an additional 17 years to 2044 to help the firm recoup losses experienced earlier in the concession. Financial Status Under the concession agreement, the authority’s special revenue bonds were loaned to APR, and APR is repaying the loan using net toll revenues from the bridge. The special revenue bonds were issued in the U.S. municipal tax-exempt

Project Profiles 105 market though AFICA. The bonds were refunded and reissued in 2003 as special facility revenue refunding bonds. The proceeds from the sale of the new bonds were transferred by the authority to APR in accordance to a new loan agreement executed between the authority and APR. The bonds are payable from toll revenues collected by APR after paying operating and maintenance expenses. In the event that net toll revenues and available reserves are insufficient to pay the bonds or if the concession agreement is terminated, the authority would assume the obligation to pay the bonds. Innovations This was the first greenfield P3 project in the transportation sector in the United States. Transform 66 – Outside the Beltway Location Fairfax and Prince William counties, Virginia Public Sponsor/ Borrower Virginia Department of Transportation/I-66 Express Mobility Partners LLC FY Closed FY 2018 Mode Highway/express lanes Description Transform 66 – Outside the Beltway will reconstruct and expand 22.5 miles of I-66 in Virginia from the I-495 Capital Beltway to U.S. 29 in Gainesville. This section of I-66 currently has three general-purpose lanes in each direction between I-495 and U.S. 50 in Fairfax and two general-purpose lanes in each direction west of U.S. 50. The corridor also includes a single HOV lane in each direction. The Washington Metropolitan Area Transit Authority Metrorail runs along the median of I-66 from the Capital Beltway 2.5 miles west to the Vienna/Fairfax Metro station. The project will: • Expand the existing HOV lanes to two tolled express lanes in each direction that will operate as HOV3+ along the full corridor to University Boulevard in Gainesville, where the express lanes will transition to a single HOV lane in each direction; • Expand the existing general-purpose lanes to three lanes in each direction along the full corridor; • Add auxiliary lanes eastbound and westbound between interchanges from I- 495 to U.S. 29 (Lee Highway) in Centreville, and between the Route 234 bypass (Prince William Parkway) and U.S. 29 (Lee Highway) in Gainesville; • Reconfigure certain interchanges (including full connectivity at the Capital Beltway interchange), modify or add collector–distributor roads, and provide bridge and utility upgrades; • Construct new park-and-ride facilities with over 4,000 spaces and direct access to the express lanes, pedestrian/bike facilities, and connections along the corridor; • Preserve a minimum 42-ft median for future transit use; and • Provide new and expanded bus service along the corridor. The project is intended to alleviate peak congestion, which extends across 4 to 5 hours in both the a.m. and p.m. peak periods, when speeds can be as low as 10 mph. I-66 currently serves over 220,000 vehicles on weekdays in Fairfax County. The corridor also experiences higher-than-average crash rates compared to other

106 Leveraging Private Capital for Infrastructure Renewal Virginia highways, there are few alternatives to single-occupant vehicle use, and the regional population is growing. The project is being delivered under a 50-year DBFOM P3 concession. The private partner’s investment includes an up-front payment of approximately $500 million that will be used to fund additional transportation improvements in the corridor. The concession agreement also requires the private partner to pay an NPV of $800 million for transit service in the corridor and $350 million for other projects to improve the I-66 corridor over the life of the concession. Cost $3.724 billion (TIFIA-eligible project costs) • $2.41 billion (total construction cost including civil works, right-of-way, building, O&M, and toll systems) Funding Sources TIFIA loan – $1,229 million PABs – $737 million Virginia state infrastructure bank loan – $39.0 million Equity contribution – $1,525 million Project Delivery/ Contract Method DBFOM Private Partner I-66 Express Mobility Partners LLC Equity investors: • Meridiam Infrastructure North America Fund II • Cintra Global Ltd. • Cintra Infraestructuras S.E. • APG Group • John Laing Design–builder: • Ferrovial Agromán U.S. Corp. • Allan Myers VA, Inc. Lenders U.S. DOT TIFIA, bondholders Duration/Status Commercial close was achieved in December 2016. Financial close was achieved on November 9, 2017. Construction was expected to start in late 2017 and reach substantial completion by December 2022. Concession term, including construction – 50 years. TIFIA Credit Assistance Direct loan – $1,229 million The TIFIA loan is secured by pledged net toll revenues (gross revenue minus annual O&M expenses).

Project Profiles 107 Financial Status TIFIA credit agreement was signed on November 7, 2017. Innovations • The I-66 express lanes will include connections to the I-495 Capital Beltway express lanes, further expanding Northern Virginia's network of express lanes, which also includes those on I-95 and those under construction along I-395. • The Outside the Beltway project complements the Transform 66 – Inside the Beltway project east of the Capital Beltway to Route 29 in Rosslyn. This project converted the existing HOV lane to express lane operation during peak periods and will use the toll revenue to fund other travel options currently under consideration (bus, bicycle/pedestrian upgrades, parallel road intersection enhancements, Metro improvements). An additional eastbound lane will be constructed between 2018 and mid-2020. U.S. 36 Express Lanes (Phase 2) Location Denver Metro Area, Colorado Public Sponsor/ Borrower Colorado HPTE Plenary Roads Finco L.P. (Plenary) - the TIFIA borrower Mode Highway/managed lanes; bus rapid transit Description U.S. 36 is a four-lane divided highway that connects the city of Boulder to Denver, Colorado, at the highway’s intersection with I-25. The highway experienced significant congestion and had been targeted for improvements by the CDOT since the late 1990s. The U.S. 36 Express Lanes Phase 2 project extends the 10-mile Phase 1 express lane facility 5 miles further northwest to Boulder and includes the following components: • One express HOT lane in each direction from 88th Street in Louisville/Superior to Table Mesa/Foothills Parkway in Boulder and reconstruction of the general- purpose lanes, including widening to accommodate 12-ft inside and outside shoulders. • Replacement of the Coal Creek Bridge, rehabilitation and widening of the South Boulder Creek Bridge, and widening of the McCaslin Boulevard Bridge to accommodate a diverging diamond interchange. • Bus rapid transit (BRT) improvements, including bus priority at ramps and electronic signage. (New and more frequent bus service will be provided.) • A bikeway along much of the corridor. • Intelligent transportation system equipment, including for tolling, transit information, and incident management. • Improvement of the Regional Transportation District (RTD) station at McCaslin Boulevard. Phase 2 was delivered as a DBFOM P3. Pursuant to a competitive procurement process, HPTE selected Plenary Roads Denver Ltd. (PRD) in April 2013 as the concessionaire for Phase 2, completing improvements to the entire U.S. 36 corridor between Denver and Boulder. PRD financed, designed, and constructed Phase 2, and is operating and providing routine maintenance and life-cycle maintenance on the Phase 1, Phase 2, and existing I-25 express lanes under a 50-year agreement. PRD is an affiliate of Plenary Roads Finco, the TIFIA borrower.

108 Leveraging Private Capital for Infrastructure Renewal Cost $208.4 million ($170.2 million of eligible project costs) Funding Sources Plenary funding: • HPTE capital payment – $49.6 million • TIFIA loan – $60.0 million • PABs – $20.6 million • Equity – $20.6 million • Subordinated debt – $20.6 million • I-25/U.S. 36 toll revenues – $8.6 million • Other – $3.4 million HPTE/CDOT funding (including capital payment): • State funds – $18.9 million • Federal funds – $15.0 million • RTD sales tax revenue – $30.5 million • Local funds – $10.8 million Project Delivery/ Contract Method DBFOM Project Partners • Concessionaire – Plenary Roads Denver, Ltd. • DB joint venture – Ames Construction Inc./Granite Construction Inc. • Design partner – HDR Engineering, Inc. • Operations and maintenance provider – Transfield Services Ltd. Lenders Bondholders, U.S. DOT TIFIA, subordinated lender (Northleaf/PRD LenderCo L.P.) Duration/Status HPTE awarded the DBFOM concession in April 2013. Early construction activities began in late 2013. Phase 2 opened to traffic in January 2016, and tolling began in March 2016. The concession period will extend for 50 years. TIFIA Credit Assistance Direct loan – $60.0 million The TIFIA Phase 2 loan is secured by a net pledge of revenues from the I-25 express lanes (existing) and the U.S. 36 Express Lanes Phase 1 and Phase 2. Plenary assumed the TIFIA Phase 1 loan at substantial completion of Phase 1, when responsibility for that segment was transferred from HPTE to PRD. The Phase 2 TIFIA loan is subordinate to the senior lien PABs and the Phase 1 loan. Both TIFIA loans have the benefit of debt service reserve funds in addition to a $6 million ramp-up reserve. The TIFIA Phase 2 loan was rated BBB- by Fitch Ratings. Financial Status/ Financial Performance The TIFIA credit agreement was executed on February 25, 2014. Financial close of the senior lien PABs occurred on February 26, 2014. Innovations • The U.S. 36 express lanes connect to the existing I-25 express lanes that extend from U.S. 36 to downtown Denver and north to 120th Avenue and add to a network of regional tollways. • The project represents a multimodal solution to alleviate congestion along the corridor by combining managed (HOT) lanes, BRT service, and a commuter

Project Profiles 109 bikeway. The new BRT service will use the managed lanes to reduce trip time and maximize travel time predictability for transit riders. • The project improves connections to the entire regional transit system through Denver Union Station, which serves as a multimodal transportation hub, integrating light rail, commuter rail, and intercity rail (Amtrak), as well as regional, express, and local bus service. • The P3 arrangement enabled the project to be completed years sooner than originally planned. Chicago Skyway Location Chicago, Illinois Public Sponsor/ Borrower City of Chicago Mode Toll highway Description The Chicago Skyway is a 7.8-mile elevated toll road connecting I-94 (Dan Ryan Expressway) in Chicago to I-90 (ITR) at the Indiana border. The facility includes a 3.5-mile elevated mainline structure crossing the Calumet River. Built in 1958, the Skyway was operated and maintained by Chicago’s Department of Streets and Sanitation. In March 2004, the City of Chicago issued an RFQ from potential bidders interested in operating the facility on a long-term lease basis. It received 10 responses, and in May 2004 invited five groups to prepare proposals. Bids were submitted in October 2004, with the long-term lease awarded to Cintra/Macquarie on October 28, 2004. Cintra/Macquarie bid $1.83 billion for the 99-year concession, 2.6 times as much as the next highest bidder. The Skyway Concession Company, LLC assumed operations on the Skyway on January 26, 2005. The Skyway Concession Company is responsible for all operating and maintenance costs of the Skyway and has the right to all toll and concession revenue. The agreement between Skyway Concession Company and the City of Chicago was the first long-term lease of an existing toll road in the United States. In June 2015, Cintra and Macquarie, seeking to make a return on their equity investment, announced their intent to sell all interest in the Skyway Concession Company. A consortium comprising three Canadian pension funds agreed to purchase the lease for $2.8 billion in November 2015. The Canadian Pension Consortium will operate and collect tolls on the Skyway for the remainder of the lease, until 2104. Cost $1.83 billion Funding Sources Original financial structure (backed by toll receipts): • Cintra equity – $485 million • Macquarie equity – $397 million • Bank loans – $948 million August 2005 refinancing (backed by toll receipts):

110 Leveraging Private Capital for Infrastructure Renewal • Cintra/Macquarie equity – $510 million • Capital accretion bonds – $961 million (21-year maturity; 5.6% interest rate) • Current interest bonds – $439 million (12-year maturity) • Subordinated bank debt – $150 million (Banco Bilbao Vizcaya Argentaria and Santander Central Hispano of Spain, together with Calyon of Chicago) February 2016 sale ($2.8 billion): • Canadian Pension Plan Investment Board equity – $512 million • Ontario Municipal Employees Retirement System equity – $512 million • Ontario Teachers' Pension Plan equity – $512 million • Bank debt (backed by toll receipts) – $1.26 billion Project Delivery/ Contract Method Not applicable Private Partner Equity partner – Skyway Concession Company, LLC: • Formerly, Cintra Concesiones de Infraestructuras de Transporte, S.A. and Macquarie Infrastructure Group/MIP • Currently, the Canadian Pension Plan Investment Board, Ontario Municipal Employees Retirement System, and Ontario Teachers’ Pension Plan Lenders Original financing (syndicated $1.2 billion 9-year nonrecourse senior debt to 15 international banks): • Banco Santander Central Hispano • Calyon • Banco Bilbao Vizcaya Argentaria • DEPFA Bank August 2005 refinancing: • Original four-bank club and Citigroup February 2016 sale: • Not available Duration/Status The 99-year lease commenced January 26, 2005. Financial Status Refinancing closed August 2005. Sale closed February 2016. Innovations • First long-term lease of an existing public toll road in the United States. • Funded a $500 million long-term and $375 million medium-term reserve for the City of Chicago, as well as a $100 million neighborhood, human, and business infrastructure fund to be drawn down over 5 years. • The City of Chicago also collected $20 million and the Chicago Transit Authority $8 million in real property transfer taxes from the 2015 sale. Indiana Toll Road Location Northern Indiana Public Sponsor/ Borrower IFA, on behalf of Indiana DOT Mode Toll road

Project Profiles 111 Description In operation since 1956, the ITR stretches 157 miles across the northernmost part of Indiana from its border with Ohio to the Illinois state line, where it provides the primary connection to the Chicago Skyway and downtown Chicago. The ITR links the largest cities on the Great Lakes with the Eastern Seaboard. Connections with I- 65 and I-69 lead to major destinations in the South and on the Gulf Coast. After his election in 2004, Governor Mitch Daniels tasked the IFA with the responsibility of exploring the feasibility of leasing the ITR to a private entity. IFA engaged Wilbur Smith to prepare a revenue analysis and Goldman Sachs to provide financial advice. These assessments led to IFA’s release of a request for toll road concessionaire proposals on September 28, 2005. Four teams submitted proposals by the October 26 deadline. The lease concession was awarded to Indiana Toll Road Concession Company, LLC (ITRCC), which was an even partnership between Cintra of Spain and Macquarie of Australia. ITRCC submitted the highest bid of $3.8 billion. The ITR lease transaction was contingent upon authorizing legislation known as "Major Moves," which was signed into law in late March 2006. On April 12, 2006, ITRCC and IFA executed the ITR concession and lease agreement, providing for a 75-year lease of the ITR. ITRCC formally assumed operational responsibility for the ITR on June 29, 2006. As part of the concession, ITRCC pledged to spend $200 million on capital improvements to the facility during the first 3 years of the lease and approximately $4.4 billion over the life of the concession. By leasing the facility, the state was able to retire $225 million in debt. It allocated the remainder of the lease proceeds to several funds used solely to pay for infrastructure projects throughout the state. In March 2015, IFA awarded a $5.725 billion, 66-year lease concession to IFM Investors following the 2014 bankruptcy of ITRCC. Nearly all of the sale funds were to be used to pay back creditors holding ITRCC’s debt. IFM has plans to invest $260 million in capital improvements over the first 5 years of the concession to address deteriorating pavement, bridges, and travel plazas. Cost $3.8 billion (original 75-year lease) $5.725 billion (current 66-year lease) Funding Sources Original lease • Cintra Equity – $374 million • Macquarie Equity – $374 million • Senior bank debt – $3,030 million (backed by toll receipts) Revenue Sources Tolls Project Delivery/ Contract Method Not applicable Private Partner Original equity partners – Statewide Mobility Partners Consortium: Cintra Concesiones de Infraestructuras de Transporte, S.A. (50%) and Macquarie Infrastructure Group/MIP (50%)

112 Leveraging Private Capital for Infrastructure Renewal Current equity partners – IFM Investors, owned by 30 Australian and American pension funds, including the California State Teachers’ Retirement System, New York City Employee Retirement System, and the Illinois State Board of Investment Lenders Seven-bank club (senior bank debt, original lease): • Banco Bilbao Vizcaya Argentaria S.A. • Banco Santander Central Hispano S.A. • Caja de Ahorros y Monte de Piedad de Madrid • BNP Paribas • DEPFA Bank • RBS Securities Corporation • Dexia Crédit Local Duration/Status 75-year lease commenced June 29, 2006. ITRCC bankruptcy filed September 2014. Ownership transfer to IFM Investors on May 27, 2015. Financial Status Financial close June 29, 2006 Innovations • First long-term lease by a state of an existing public toll road in the United States. • The concession agreement establishes toll rates and possible increases and places limits on the return on investment for the concessionaire. • The new concessionaire must adhere to the performance standards set out in the 2006 concession agreement. Northwest Parkway Location Denver Metro Region, Colorado Public Sponsor/ Borrower Northwest Parkway Public Highway Authority Mode Toll highway Description The Northwest Parkway is an 8.9-mile toll road that connects E-470 in the northern Denver metropolitan area to just before U.S. 36 in Broomfield, Colorado. The parkway is one segment of the Denver Beltway system, which includes E-470 and C-470. The parkway comprises four lanes, 26 structures, three major interchanges, four ramp plazas, and four mainline toll plazas. The parkway was developed by the Northwest Parkway Public Highway Authority, a joint powers authority formed in 1999 that continued earlier work by a nonprofit entity seeking to connect communities in the northwest Denver metro area to I-25 and U.S. 36, providing better access to jobs and commercial establishments. The project was locally financed with toll revenue bonds and opened in 2003, but with traffic volumes less than forecast, a decision to lease the facility to a private consortium was made, prompted initially by an unsolicited proposal received in 2006. A 99-year lease agreement with Northwest Parkway LLC to operate and maintain the toll road in exchange for the right to retain the toll proceeds was executed in August 2007. An up-front payment consisting of cash, the assumption of existing debt, and an annual administrative fee to the authority to be paid over the life of

Project Profiles 113 the lease, was primarily used to defease the toll road’s debt. A portion of it was placed into escrow pending a notice to proceed if issued by the end of 2018 to extend the parkway 2.3 miles south over U.S. 36 to SH 128 in Broomfield, as well as notice to proceed to extend the parkway 15 miles further southwest from there to SH 93 at 64th Avenue in Arvada. Release of the funds in escrow to the authority is also possible if the two extensions are completed by the end of 2020. In both cases, the concessionaire must also contribute another $60 million to the construction of the extensions. Cost $416 million (original construction; DB contract – $191 million) $603 million (total potential administrative concession value, YOE): • Assumption of authority’s debt o $303 million [including $50 million cash payment (rent)] o $200 million [administrative fees over life of lease paid annually (annual payment = $263,200 adjusted for inflation)] • Commitments contingent upon parkway extensions o $40 million (placed in escrow) o $60 million (additional commitment) Funding Sources Original construction: • Toll revenue bonds – $416 million Long-term lease financing: • Senior bank debt – $459 million o 10-year term loan – $249 million o 11-year equity bridge – $60 million o 10-year liquidity facility – $150 million • Equity – $266.9 million Project Delivery/ Contract Method Original construction – DB Long-term lease concession – 2007 (99 years) Private Partner Original DB – Northwest Parkway Joint Venture: • Kiewit Western Co. • Washington Group International Concessionaire – Northwest Parkway LLC Joint Venture: • Brisa Auto-Estradas de Portugal (90%) • Companhia de Concessões Rodoviárias (10%) Lenders Lead arranger – Royal Bank of Scotland syndication agents: • BNP Paribas • Caja Madrid • Caixa Geral de Depósitos Duration/Status Construction began June 2001. Opened to traffic November 2003.

114 Leveraging Private Capital for Infrastructure Renewal Tolling began January 1, 2004. Concessionaire’s assumption of parkway operations – November 21, 2007. Financial Status Financial close (long-term lease) December 21, 2007 Innovations Northwest Parkway Public Highway Authority converted the project to a concession agreement due to lower-than-projected toll revenues on the parkway. Included in the terms of the concession agreement was $40 million placed in escrow to be released to the authority to facilitate the extension of the parkway if this occurs by 2020. Additionally, the concessionaire is required to share revenue with the authority after profits exceed certain levels. Pocahontas Parkway/Richmond Airport Connector Location Greater Richmond, Virginia Public Sponsor/ Borrower VDOT Pocahontas Parkway Association Mode Toll road Description The Pocahontas Parkway (Route 895) is 8.8-mile tolled highway 7 miles south of Richmond, Virginia. The four-lane road connects Chippenham Parkway at I-95 in Chesterfield County with I-295 south of the Richmond International Airport in Henrico County. Construction began in fall 1998, and the parkway was opened to traffic in stages beginning in May 2002. The facility includes a high-level bridge over the James River and an interchange at Laburnum Avenue. The parkway was constructed using funds generated by bonds issued by the Pocahontas Parkway Association (PPA) in 1998 under Virginia’s Public–Private Transportation Act of 1995. The PPA was established for the sole purpose of financing the construction of the parkway. The parkway’s total development costs were funded through tax-exempt revenue bonds ($354 million) issued by PPA, a state infrastructure bank loan ($18 million), and federal funding for roadway design ($9 million). After 18 months of negotiation between VDOT and Transurban (USA), a private Australian toll road operator with subsidiaries in the United States, Transurban executed an asset purchase agreement with the Pocahontas Parkway Association, a 63–20 nonprofit corporation, and entered into the amended and restated comprehensive agreement with VDOT on June 29, 2006. Under the terms of those agreements, Transurban acquired the sole rights to enhance, manage, operate, maintain, and collect tolls on the parkway for a period of 99 years. Transurban also defeased all of PPA’s underlying debt and was obligated to construct the Richmond Airport Connector (RAC), a 1.58-mile, four- lane extension of the toll road to Richmond International Airport. The size of the TIFIA loan was determined through a cost–benefit analysis that showed that $150 million for construction and refinancing was the minimum amount required to

Project Profiles 115 incentivize Transurban to assume the risk of constructing a much-needed airport connector roadway that would not be economically feasible otherwise. Cost $597.4 million (eligible project costs including refinancing, construction of the RAC, and installation of an electronic tolling system) Funding Sources Original construction: • 63–20 corporation tax-exempt toll revenue bonds – $354 million • State infrastructure bank loan – $18 million • Federal funds for design costs – $9 million Long-term lease (2006): • Senior bank debt – $420 million • Subordinated debt – $55 million • Equity contribution – $141 million • TIFIA loan – $150 million Project Delivery/ Contract Method Original construction – 63–20 DB Long-term lease (2006) – lease-develop-operate Private Partner Transurban USA (long-term lease holder – until May 2014) DBi Services – operator and maintainer (as of May 2014) Macquarie Capital – 50% shareholder (as of August 2015) Lenders Original lenders: • U.S. DOT TIFIA • Senior bank debt o DEPFA Bank (Ireland) o Banco Espirito Santo de Investimento (Spain) o Bayerische Hypo- und Vereinsbank (Germany) Duration/Status Opened in September 2002; RAC reached substantial completion in January 2011. Transurban transferred its interest to the senior lenders in May 2014. TIFIA Credit Agreement Direct loan – $150 million; sold to senior lenders concurrent with Transurban transfer of assets in May 2014. Financial Status/ Financial Performance TIFIA loan agreement was signed on July 18, 2007. The TIFIA funds refinanced approximately $95 million of the long-term senior bank debt, paid for the $7 million needed to upgrade the electronic tolling systems, and provided approximately $48 million toward the construction of the RAC. The TIFIA credit program sold its interest in the project to Texas Pacific Group and Citibank for approximately $60 million. Innovations • First construction project implemented under Virginia's Public–Private Transportation Act of 1995. The Pocahontas Parkway was only the second transportation project nationwide to be financed through a 63–20 corporation. • This creative financing approach is why the Pocahontas Parkway could be built without a 15-year delay to assemble financing. Only $27 million of the parkway’s total $324 million price tag came from public funds. The vast

116 Leveraging Private Capital for Infrastructure Renewal majority of the original funding was raised through the sale of private bonds, which minimized the risk to both the localities and the taxpayers. • The TIFIA loan represents the first time that TIFIA eligible projects costs included the cost of refunding long-term project debt. Approval of a SEP-15 application was required for the TIFIA loan to deviate from eligible project costs and allow a portion of it to finance the construction of the RAC. Puerto Rico PR-22 and PR-5 Lease Location Northern Puerto Rico Public Sponsor/ Borrower Puerto Rico Public–Private Partnerships Authority Puerto Rico Highways and Transportation Authority Mode Toll highway Description PR-22 (also known as the José de Diego Expressway) is a 52-mile, 4- and 6-lane toll highway that stretches westward from San Juan to Arecibo along Puerto Rico’s northern coast. It is considered part of the U.S. Interstate Highway System as a component of the unsigned Interstate PR-2. The road was constructed over a period of 10 years beginning in 1971 and is the island’s most heavily traveled. The journey along the nearest parallel non-tolled road averages about 45 extra minutes. PR-5 (Rio Hondo Expressway) is a 2.5-mile eastward extension of PR-22 to Puerto Rico’s second most populous city (Bayamon) and opened in 2006. An RFP to lease the two toll roads was issued in June 2010, and a preferred bidder was selected a year later. The total $1.436 billion administrative concession will finance, rehabilitate, operate, and maintain the facilities over 40 years. Of that total, $1,080 million is an up-front payment, of which about 90% was used to defease all outstanding tax-exempt toll revenue debt ($902 million), and approximately $350 million will be expended on expected upgrades over the concession period, $56 million of which was spent in the first 3 years on accelerated safety improvements. Two reversible dynamic toll lanes between San Juan and Toa Baja (approximately 10 kilometers) were opened in August 2013 to automobiles during rush hours. Tolls vary by level of traffic congestion. Cost $1,436 million – total administrative concession: • $1,080 million – lease payment • $356 million – upgrades and safety improvements Funding Sources Sources – $1,1461 million (debt/equity): • Senior bank debt – $725 million • Private equity – $421 million Uses of lease proceeds – $1,080 million (total lease payment): • Public debt defeasance on PR-22 and PR-5 – $902 million • Value extraction – $178 million Project Delivery/ Contract Method Long-term lease concession (50 years) Private Partner Autopistas Metropolitanas de Puerto Rico, LLC:

Project Profiles 117 • Goldman Sachs Infrastructure Partners II. L.P. (originally 55%, as of February 2013, 49%) • Abertis Infraestructuras (originally 45%, as of February 2013, 51%) Lenders 12-bank club: • Grupo Santander • Scotiabank Global Banking and Markets • RBC Capital Markets • Société Générale • Siemens Financial Services • Intesa San Paolo • ING Bank • Crédit Agricole Group • La Caixa • Caja Madrid • WestLB • Banco Popular de Puerto Rico Duration/Status Concession agreement signed June 27, 2011 (40-year lease) The concession agreement was extended by 10 years on April 21, 2016, in exchange for an additional payment from the concessionaire to the public sponsor of $115 million. The concessionaire’s revenue share was increased from 50% to 75% of future toll revenues. Financial Status Financial close September 2011 Innovations First P3 toll road under the Puerto Rico P3 Act of 2009 (and P3 toll road brownfield project in the U.S. since 2006) Southern Connector Location Greenville, South Carolina Public Sponsor/ Borrower South Carolina DOT (SCDOT) Mode Toll highway Description The Southern Connector (I-185) is a four-lane, 16-mile toll road linking I-385 with I- 85 south of Greenville, South Carolina. Including the termini, the toll road has six interchanges. The goals of the connector were to relieve traffic in the growing Greenville area and serve as a development connection between residential and commercial areas. The project is structured as a P3 between SCDOT and the private partner, Interwest Carolina Transportation Group, LLC. The two formed a 63–20 nonprofit corporation, Connector 2000 Association, Inc. (C2A), which issued tax-exempt toll revenue bonds to construct the facility. C2A operates under a 50-year license and during this time is responsible for the design, financing, construction, operation, and maintenance of the facility. Under C2A’s agreement, C2A pays a fee to SCDOT for licensing and maintenance. SCDOT retains ownership of the connector.

118 Leveraging Private Capital for Infrastructure Renewal Cost $240 million Funding Sources Toll revenue bonds – $240 million Project Delivery/ Contract Method 63–20 DBFOM Private Partner Interwest Carolina Transportation Group, LLC: • Interwest Management • Kutock Rock • Wilbur Smith Associates • Thrift Brothers • Florence & Hutchinson, Inc. • Mesirow Financial • Lehman Brothers Lenders Bondholders Duration/Status The Southern Connector opened on February 27, 2001, with a free trial period for motorists. Tolling began on March 14, 2001. Financial Status Due to lower-than-projected traffic volume, in 2007 C2A issued an RFQ for a toll concessionaire to operate and maintain the facility, with a focus on strategies to increase revenue. The process did not proceed further. In June 2010, C2A filed for Chapter 9 (municipal reorganization) bankruptcy as toll revenues were not sufficient to cover bond payments. The bankruptcy did not affect the operation of the connector. A bankruptcy plan was agreed to with creditors in August 2012, which resulted a restructuring of bonds for creditors.

Abbreviations and acronyms used without definitions in TRB publications: A4A Airlines for America AAAE American Association of Airport Executives AASHO American Association of State Highway Officials AASHTO American Association of State Highway and Transportation Officials ACI–NA Airports Council International–North America ACRP Airport Cooperative Research Program ADA Americans with Disabilities Act APTA American Public Transportation Association ASCE American Society of Civil Engineers ASME American Society of Mechanical Engineers ASTM American Society for Testing and Materials ATA American Trucking Associations CTAA Community Transportation Association of America CTBSSP Commercial Truck and Bus Safety Synthesis Program DHS Department of Homeland Security DOE Department of Energy EPA Environmental Protection Agency FAA Federal Aviation Administration FAST Fixing America’s Surface Transportation Act (2015) FHWA Federal Highway Administration FMCSA Federal Motor Carrier Safety Administration FRA Federal Railroad Administration FTA Federal Transit Administration HMCRP Hazardous Materials Cooperative Research Program IEEE Institute of Electrical and Electronics Engineers ISTEA Intermodal Surface Transportation Efficiency Act of 1991 ITE Institute of Transportation Engineers MAP-21 Moving Ahead for Progress in the 21st Century Act (2012) NASA National Aeronautics and Space Administration NASAO National Association of State Aviation Officials NCFRP National Cooperative Freight Research Program NCHRP National Cooperative Highway Research Program NHTSA National Highway Traffic Safety Administration NTSB National Transportation Safety Board PHMSA Pipeline and Hazardous Materials Safety Administration RITA Research and Innovative Technology Administration SAE Society of Automotive Engineers SAFETEA-LU Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (2005) TCRP Transit Cooperative Research Program TDC Transit Development Corporation TEA-21 Transportation Equity Act for the 21st Century (1998) TRB Transportation Research Board TSA Transportation Security Administration U.S. DOT United States Department of Transportation

TRA N SPO RTATIO N RESEA RCH BO A RD 500 Fifth Street, N W W ashington, D C 20001 A D D RESS SERV ICE REQ U ESTED N O N -PR O FIT O R G . U .S. PO STA G E PA ID C O LU M B IA , M D PER M IT N O . 88 ISBN 978-0-309-48062-8 9 7 8 0 3 0 9 4 8 0 6 2 8 9 0 0 0 0 Leveraging Private Capital for Infrastructure Renew al N CH RP Synthesis 540 TRB

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Public–private partnerships (P3s) can provide solutions to the project delivery challenges faced by state departments of transportation (DOTs) and local transportation agencies in delivering surface transportation infrastructure by aligning risks and rewards between public and private sectors, accelerating project delivery, improving operations and asset management, realizing construction and operational cost savings, and attracting private-sector equity investment.

P3s are becoming an increasingly important option for financing and implementing critical improvements to U.S. surface transportation infrastructure. As interest in P3s grows, U.S. transportation agencies and stakeholders evaluating the potential benefits of P3s have raised issues relating to the role of private equity in these transactions.

Recognizing the complexity and challenges of structuring a highway or bridge P3 compared to a conventional procurement, the objective of NCHRP Synthesis 540: Leveraging Private Capital for Infrastructure Renewal is to bridge the knowledge gap on the role of equity in surface transportation P3 projects and to document current practices relating to private-equity investments in small-scale and large-scale transportation infrastructure projects.

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