Infrastructure

Airports

Selected Sullivan & Cromwell infrastructure matters dealing with airports include:

• St. Louis Lambert International Airport, in which S&C is representing a bidding consortium for the long-term concession.
• Luis Muñoz Marín Airport in San Juan, Puerto Rico, in which S&C represented the consortium of GS Infrastructure Partners and Fraport in a potential bid for a long-term concession at the airport.
• Chicago Midway International Airport, in which S&C represented GS Global Infrastructure Partners on its participation in a consortium led by Hochtief to consider a bid for the airport’s concession.
• Nice Côte d’Azur Airport, in which S&C represented EDF Invest in its $1.355 billion acquisition together with Atlantia of a 60 percent stake in the airport. S&C also represented EDF Invest in its agreement with Atlantia SpA and the Principality of Monaco, under which the Principality will acquire a stake in Azzurra Aeroporti, the majority shareholder of the Aéroports de la Côte d’Azur.
• British Airways in its relocation from Terminal 7 to Terminal 8 at John F. Kennedy International Airport and its joint investment with American Airlines for the redevelopment of Terminal 8.
• Airport projects in Philadelphia and Houston, in which S&C advised the municipal authorities in financings of the projects.
• Greensboro-High Point Airport Authority, in which S&C advised the bond underwriters in the terminal project.
• Chicago O’Hare Airport and Tulsa Municipal Airport, in which S&C advised The Bank of New York in a number of industrial revenue bonds including financings for O’Hare and Tulsa Municipal.
• Aeropuertos Argentina 2000 consortium, in which S&C advised its U.S. partner of the consortium that purchased the concession to operate the facilities of 33 Argentine airports on the concession contract.
• Aéroports de Paris (France), in which S&C advised Schiphol Group (Netherlands) in its $668 million investment for an 8 percent stake in the majority-French-state-owned, Paris-based owner and operator of airports
• British Airports Authority, in which S&C represented British Airways on legal issues arising from the creation of the privatized authority.
• Auckland International Airport’s privatization, in which S&C advised the government of New Zealand and Auckland International Airport. The privatization included a $96 million Rule 144A offering and a $215 million Rule 144A offering.
• Sydney Airport Finance’s $900 million and $500 million Rule 144A/Reg. S offerings of guaranteed senior secured notes, in which S&C represented the underwriters. Sydney Airport Finance is a wholly owned subsidiary of Southern Cross Airports Corporation Holdings, which operates the Sydney (Kingsford Smith) Airport under a long-term lease granted by the Australian federal government.

Port Facilities

Selected Sullivan & Cromwell infrastructure matters dealing with port facilities include:

• A member of a consortium led by Macquarie Infrastructure Partners in the purchase of Long Beach Container Terminal from Orient Overseas (International) Ltd. pursuant to a National Security Agreement that COSCO Shipping, a Chinese state-owned enterprise, entered into with CFIUS in connection with COSCO's acquisition of Hong Kong-based Orient Overseas.
• Grupo Argos's COP 407 billion sale of its 50% stake in the port operator Compañía de Puertos Asociados (Compas) to West Street Infrastructure Partners III, an investment fund managed by Goldman Sachs.
• GCT Global Container Terminals, in which S&C represented GTC, a portfolio company of Ontario Teachers' Pension Plan Board (OTPPB), in the refinancing of its existing credit facility and the novation and termination of its existing interest-rate swaps. S&C also represented OTPPB in its transaction with IFM Investors and British Columbia Investment Management, whereby IFM and BCI will each join as equity partners in GCT Global Container Terminals.
• Orient Overseas (International) of Hong Kong's $2.35 billion sale of four marine container terminals to Ontario Teachers' Pension Plan Board, in which S&C represented OTPPB. The project includes the acquisition of terminals in the United States and Canada and represents the largest container terminal acquisition in North America, as well as the largest North American port financing done in the syndicated loan market.
• SSA Marine, in which S&C represented Goldman Sachs Infrastructure Partners in its significant equity investment in Carrix, the parent company of SSA Marine, the largest U.S.-owned, privately held marine terminal operator in the world, with more than 120 marine and rail operations worldwide, including 11 container terminals in the United States, Panama, Mexico and Chile.
• Panama Canal Authority, in which S&C advised on the legal and constitutional framework in preparation for the expansion of the Panama Canal.
• P&O Ports North America, in which S&C represented DP World in connection with its sale of 100 percent of the outstanding stock of P&O and PORTS Insurance to AIG Global Investment Group's infrastructure fund.
• Maher Terminals acquisition, in which S&C represented Deutsche Bank with respect to Port Authority matters in RREEF Infrastructure's acquisition of Maher Terminals, an operator of harbor facilities in Port Elizabeth (New Jersey) and Port of Prince Rupert (British Columbia, Canada).
• Newcastle Coal Infrastructure Group's $325 million senior secured notes private placement and simultaneous offering of $132.9 million of substantially identical notes to one of its equity holders to refinance a portion of the project finance debt to finance the construction of its coal export terminal.
• Asciano's $1 billion debut U.S. debt Rule 144A/Reg. S offering. Asciano is the largest national rail freight and port operator in Australia.
• LLX Minas-Rio Logística Comercial Exportadora's R$1.3 billion financing of its iron ore port facility in Brazil, with financing that included lending from BNDES.
• Iron-ore export terminal at Sepetiba, Brazil, in which S&C advised Ferteco and its German shareholders in construction of the $100 million terminal.
• A potential greenfield container terminal in Brazil, in which S&C represented a bidder.

Railroads

Selected Sullivan & Cromwell infrastructure matters dealing with railroads and companies active in this sector include:

• Canadian Pacific Railway Limited in its pending $29 billion acquisition of Kansas City Southern.
• Gateway Development Commission, the New York/New Jersey bistate commission to develop, finance and build a new tunnel and rail line under the Hudson River from Pennsylvania Station to Hoboken, New Jersey.
• Morgan Stanley Infrastructure Partners in connection with the acquisition of VTG Aktiengesellschaft by Warwick Holding GmbH, an indirect wholly-owned subsidiary of funds advised by Morgan Stanley Infrastructure Partners.
• Goldman Sachs Infrastructure Partners in its €1.056 billion sale of 100% of the share capital of Aero 1 Global & International S.à.r.l., a shareholder of Groupe Eurotunnel, to Atlantia.
• Goldman Sachs as financial adviser to Siemens AG in connection with its Memorandum of Understanding with Alstom to combine Siemens’ mobility business, including its rail traction drives business, with Alstom in a merger of equals transaction.
• GCT Bayonne LP, a subsidiary of Global Container Terminals, in its an agreement with the Port Authority of New York and New Jersey to develop the ExpressRail Port Jersey facility, a major ship-to-rail port project located directly adjacent to the recently expanded, state-of-the-art GCT Bayonne container terminal.
• Eurotunnel, in which S&C advised GS Infrastructure Partners in the refinancing of Eurotunnel through an €800 million offering. As a result of the refinancing, GS acquired a significant interest in the Eurotunnel asset.
• U.S. counsel to the underwriters in a $4 billion global IPO of Kyushu Railway Company in 2016.
• The state of Queensland and QR National’s A$4 billion IPO. QR National is Australia’s largest rail freight operator.

This transaction was the second-largest IPO in the Australia’s history.

• The sale of VIAS to DSB SOV, in which S&C advised Stadtwerke Verkehrsgesellschaft Frankfurt am Main, the provider of local transportation in Frankfurt am Main, on financing matters in connection with the sale of its 50 percent stake in a local railway company VIAS to the Danish state railway provider DSB SOV.
• Invensys Rail (U.K.), in which S&C represented the financial advisers to Siemens in its €2.2 billion acquisition of Invensys.
• Burlington Northern Santa Fe’s SEC-registered $750 million offering of debentures.
• Burlington Northern Santa Fe, in which S&C represented the financial advisers to Burlington in Berkshire Hathaway’s $44 billion acquisition of the company.
• Canadian National Railway’s numerous SEC-registered debt offerings, in which S&C represented the underwriters.
• MTR’s $1.6 billion rail merger with Kowloon-Canton Railway. MTR is the world’s largest subway operator by market value. S&C’s work included negotiating service concessions and acquisition of assets.
• Mass Transit Railway’s financing of the Hong Kong Transit rail expansion and subsequent financings.

The transaction was awarded “Asia-Pacific Borrower of the Year” and “Asia-Pacific Bond of the Year” by IFR.

• China Railway Group, in which S&C advised Leslie Lee Alexander and Grahamstowe Investments in Grahamstowe’s investment in the company.
• Central Japan Railway’s $4.29 billion local public offering and Rule 144A U.S. offering for the partial privatization, in which S&C represented the underwriters.
• Wisconsin Central Transportation’s $1.2 billion acquisition by the Canadian National Railway.
• Mass Transit Railway’s IPO, in which S&C represented the issuer.
• South Boston Piers Transitway project, in which S&C advised the MBTA on certain financing and regulatory aspects.

Leisure and Other

Selected Sullivan & Cromwell infrastructure matters dealing with the leisure sector include:

• Meadowlands Sports Complex (New Jersey), on which S&C advised the Mara and Tisch families, owners of the New York Giants National Football League franchise, in a series of transactions that paved the way for the construction of their $1.6 billion joint venture stadium development project together with the Johnson family, the owners of the New York Jets National Football League franchise.

The project is the first 100 percent privately financed stadium of its size and scope, with the largest total initial borrowings ever in the sports industry. The transactions were awarded North American “Leisure Deal of the Year” by Project Finance.

• Euro Disneyland, in which S&C advised Disney and Euro Disneyland (EDL) with respect to the organization of the project, which included two theme parks and numerous hotels, restaurants, shops, convention facilities and outdoor recreation facilities, as well as a campground, regional shopping center, offices and a multipurpose corporate park and single and multiple-family dwellings, and first phase of the financing. The EDL project benefitted from the support of the French government. This support included the extension of the Paris commuter railway to the EDL site, access to the TGV high-speed train at the EDL site, the construction of new motorway interchanges and various secondary roads, the creation of a new French public development authority to transfer land to EDL and the provision of loans on special terms.

Toll Roads

Selected Sullivan & Cromwell infrastructure matters dealing with toll roads include the following projects:

• Transurban, as a member of the Accelerate Maryland Partners consortium, in the development of Phase 1 of the I-495 and I-270 PPP project in Maryland.
• Canada Pension Plan Investment Board, OMERS Infrastructure Management and Ontario Teachers’ Pension Plan Board in their acquisition of Chicago Skyway toll road from Cintra and Macquarie. Named 2016 North America M&A Deal of the Year by IJGlobal.
• Pocahontas Parkway and Macquarie in the sale by Macquarie, CPPIB and Centerbridge Partners of 100% of the equity in Pocahontas Parkway to Globalvia.
• Macquarie Group Limited in its acquisition of a 50 percent stake in Pocahontas Parkway Holdings, LLC.
• Fiduciaria Bancolombia S.A. Sociedad Fiduciaria, as trustee of Fideicomiso P.A. Autopista Río Magdalena in its $746 million financing for the construction of a 153-kilometer toll road. Recognized as Project Finance International’s 2022 Transportation Deal of the Year (Americas).
• Fiduciaria Bancolombia S.A. (Colombia), as trustee of Fideicomiso P.A. Pacífico Tres, in its $380 million project bond issuance to finance the construction and improvement of toll roads in the Valle del Cauca region in Colombia. The project financing also included Colombian peso-denominated credit facilities of approximately $270 million, as well as a subordinated liquidity facility from the Colombian Government’s Financiera de Desarrollo Nacional. The trust was created after the Colombian government awarded Colombian corporation Concesión Pacífico Tres S.A.S. a concession as part of the country’s “Fourth Generation” (4G) Project, an infrastructure program aimed at modernizing road infrastructure in the country. Recognized as LatinFinance’s 2016 Best Road Financing and 2016 Best Infrastructure Financing – Andes, Project Finance International’s 2016 Latin America P3 Deal of the Year, IJGlobal’s 2016 Latin America Roads Deal of the Year and Latin Lawyer’s 2016 Project Finance Deal of the Year.
• Fiduciaria Bancolombia S.A. Sociedad Fiduciaria, as trustee of Fideicomiso P.A. Costera, in its $262 million project bond issuance to finance the construction and improvement of a toll road that will connect the northern cities of Cartagena and Barranquilla in Colombia. The project financing also included Colombian peso credit facilities.
• Fiduciaria Bancolombia S.A. Sociedad Fiduciaria, as trustee of Fideicomiso P.A. Concesión Ruta Al Mar, in its $178 million project bond issuance to finance the construction and improvement of a toll road that will connect the two major economic centers of Colombia (Antioquía and Bolívar). The project financing also included Colombian peso credit facilities. Recognized as IJGlobal’s 2017 Latin American Transport Deal of the Year.
• Grupo Costanera (Chile), in which S&C represented CPPIB in its approximately $1.15 billion acquisition of a 49.99 percent interest in Grupo Costanera from Atlantia (Italy).
• GS Infrastructure Partners’ joint venture arrangements with Abertis (Spain) for the acquisition of a long-term concession of the PR-5 and PR-22 toll roads in Puerto Rico.
• Pennsylvania Turnpike, a joint venture among CPPIB, GS Infrastructure Partners, Ontario Teachers’ Pension Plan Board and Transurban Group, that arranged committed acquisition financing for a substantial portion of its $12.1 billion bid, in which S&C advised the runner-up bidder.
• Transurban Group’s announced infrastructure fund in the United States and Canada, on which S&C advised on a number of aspects.
• Transfield Services’ potential bids for toll-road assets in the Americas.
• State Highway 121, in which S&C advised a potential bidder on the PPP project to develop a portion of State Highway 121 in Texas.
• I-595 Corridor Roadway Improvements Project, in which S&C advised GS Infrastructure Partners in a potential bid, together with Obrascón Huarte Laín and Balfour Beatty, for the project being concessioned by the Florida Department of Transportation.
• Northwest Parkway, a Colorado toll road, in which S&C provided advice in connection with a client’s financing for a bid for project.
• Goldman Sachs’ series of total return and credit default swaps to acquire substantially all of the economic exposure relating to $562 million of notes issued by Interoceánica IV Finance to finance the construction of toll roads in Peru by Intersur Concesiones.
• Dulles toll road extension, in which S&C advised the underwriters in a real estate subordinated loan for construction financing.
• SANEF toll roads, in which S&C advised Abertis and others in their leveraged €5 billion acquisition of SANEF toll roads from the French state.
• PLUS Expressways’ (Malaysia) $7.3 billion acquisition by UEM Group (Malaysia) and The Employees Provident Fund of Malaysia, in which S&C advised the financial adviser to PLUS Expressways, the largest operator of toll roads in Southeast Asia.
• A toll road company in China, in which S&C advised American International Group with regard to a proposed investment in company.
• Model Concession Agreements for State Highways and Ports prepared by the Planning Commission of India, for which S&C conducted a high-level review.

Water and Waste

Selected Sullivan & Cromwell infrastructure matters dealing with water and waste include the following projects:

• Connecticut Water Service, Inc. in its merger with SJW Group, creating the third-largest investor-owned water and wastewater utility in the United States.
• Canada Pension Plan Investment Board in its approximately $750 million investment in Aqua America Inc.
• Minera Los Pelambres in $1.3 billion of unsecured commercial bank and export credit agency term loans related to the expansion of the Los Pelambres copper project, which included the construction of a desalination plant.
• U.S. Liquids of Louisiana, Calpet and Controlled Recovery’s $233 million acquisition by Tinicum Capital Partners II, as lead member of a consortium with Paine & Partners Capital Fund III, in which S&C advised Tinicum.
• American Water Works’ numerous debt and equity offerings, including the $1.434 billion IPO and NYSE listing in which S&C acted for the underwriters.
• Transpacific Industries’ Rule 144A/Reg. S placement/rights offering of ordinary shares, in which S&C acted as counsel to the underwriters.
• Casella Waste Systems’ $130 million sale of select nonintegrated recycling assets to CE Holdings, in which S&C acted for the financial adviser to Casella.
• SouthWest Water’s $427 million acquisition by certain institutional investors advised by J.P. Morgan Asset Management and Water Asset Management, in which S&C advised the financial adviser.
• CPPIB’s debt financing for the acquisition of AWG, parent of Anglian Water (U.K.) by its subsidiary company Osprey Acquisitions.
• Suez (France) and its affiliates’ numerous transactions.
• Lyonnaise Asia Water’s formation for the purpose of investing in start-up and existing potable water production, distribution and treatment facilities and wastewater facilities, in which S&C represented Lyonnaise des Eaux.
• Kuwait City Shuaiba North Power and Water Desalination Facility, in which S&C acted for the financial adviser to the project company in its rebuilding.
• Washington Water Power’s registered debt and equity offerings, in which S&C acted as counsel to the underwriters.
• Elizabethtown Water, San Diego Water Authority and Pittsburgh Water & Sewer, in which S&C advised The Bank of New York in a series of revenue bonds and credit facilities for utilities.

Other recent S&C infrastructure matters include:

• Morgan Stanley’s and other initial purchasers’ $530.8 million senior secured notes offering and Credit Agricole’s and other lenders’ $500 million senior secured credit facility, each in connection with KKR’s acquisition and leaseback of certain PEMEX oil and gas infrastructure assets. Recognized as LatinFinance 2016 Private Equity Deal of the Year and IJGlobal 2016 Latin America M&A Deal of the Year.
• West Street Infrastructure Partners, as a member of a consortium with Antin, in its $750 million acquisition of CityFibre Infrastructure Holdings.
• Tillman Infrastructure LLC in a credit facility used to fund the construction of new telecommunications towers in the U.S., named “North American Telecoms Deal of the Year” by IJGlobal 2018.
• Central Parking’s merger with KCPC Holdings, a company formed by affiliates of Kohlberg & Company, Lubert-Adler, and Chrysalis Capital Partners, in which S&C advised Lubert-Adler and Chrysalis Capital Partners.
• Central Parking’s $348 million sale to Standard Parking, in which S&C represented Versa Capital Management.
• Chicago Downtown Public Parking System, in which S&C represented a a potential bidder for the concession.