DELIVERINGON THE PROMISE.DELIVERINGON THE PROMISE

US 36 Managed Lanes Project

Case Study

July 2014

• US 36 Corridor (the “Corridor”) is comprised of 23 miles of highway connecting Denver to Boulder, Colorado (dual direction heavy commuter route)

• The Corridor diagonally bisects the northwest Denver metropolitan area, carrying an average of between 80,000 and 100,000 trips per day

• The Corridor is economically diverse

– ~17% of Denver metro region's business (>26,000 businesses) and employment (>200,000 jobs) located along Corridor

• By 2035, population and employment within 3 miles of the Corridor are anticipated to grow by 28% and 53%, respectively

• Long-term employment along the Corridor is expected to grow by 129,580 workers with annual wages totaling $520 billion by 2035

• Existing commuter corridor with established traffic patterns - allows for more precise traffic forecasting than greenfield toll projects

Project Corridor

2

• Financing, design and construction of the Phase 2 Corridor General Purpose Lanes

• Operations on the Phase 1 Corridor, Phase 2 Corridor and I-25 Express lanes

– Project Co collects to its account toll revenue generated on above Managed Lanes

• Maintenance and Lifecycle as follows:

Project Scope

Project Maintenance Lifecycle Snow and Ice Removal

US 36 Managed Lanes

US 36 General Purpose Lanes (GPL)

(priced option)

1

I-25 At-Grade MLs 2

I-25 At-Grade GPLs 1

I-25 Structures MLs 3

I-25 Structures GPLs 1

*1 - Concessionaire will lifecycle Non-Separable Tasks (tasks that that relate to lifecycle of a maintainable elements that are not easily delineated between the managed and general lanes (eg. a shared overpass)). HPTE to reimbursed Project for appropriate % for GPL lifecycle. *2 - Substructure not a Concessionaire responsibility*3 - Concessionaire responsible for Deck and Superstructure only. Substructure (piers, etc.) remains HPTE responsibility.

3

• Concession Term is 50 years from Planned Full Commencement Date

• Concession Agreement based on an industry accepted precedent

• Equitable Compensation, Relief and Force Majeure Provisions

• Standard Default and Termination Provisions

• Compensation for any expansion of the US36 and I-25

• Revenue Share between HPTE and PRD based on PRD meeting certain return thresholds

Concession Agreement

4

• Toll revenue will be collected from 7 toll gantries on US36 and 1(existing) gantry on the I-25 . Free vehicles include BRT, HOV3+, emergency vehicles

• Each gantry will charge a separate toll

• Initially tolls will be based on “time-of-day” pricing

• In later years when congestion has increased tolling will be “fully dynamic” with pricing based on real-time expected time savings and guaranteeing 45 mph travel

• I-25 revenue will account for a significant percentage of total Project revenue

– I-25 is currently a tolled route with a history of revenue collection since 2006 and as such this revenue does not carry typical greenfield revenue risk

Tolling and Revenue

5

Procurement

6

Jan 15, 2012

Feb 21, 2012

Apr 23, 2012

May 31, 2012

HPTE DBFOM

RFQ Issued

Four SOQs Received• Plenary Roads Denver (Plenary, Ames Construction, Granite

Construction, HDR, Transfield Services and Goldman Sachs)

• Denver Access Partners (Cintra, Ferrovial Agroman, Lawrence Construction and Aztec Engineering)

• Accelerate 36 Consortium (Balfour Beatty Capital, Edgemoor Infrastructure, Brisa, Atkinson Construction, Parsons Brinckerhoff and Scotiabank)

• US 36 Development Partners (Isolux Corsán, Terracare Associates, Atkins, Bank of Tokyo-Mitsubishi UFJ and THB Advisory)

HPTE Announces Shortlisting of Three Teams• Plenary Roads Denver (Plenary, Ames Construction, Granite

Construction, HDR, Transfield Services and Goldman Sachs)

• Denver Access Partners (Cintra, Ferrovial Agroman, Lawrence Construction and Aztec Engineering)

• US 36 Development Partners (Isolux Corsán, Terracare Associates, Atkins, Bank of Tokyo-Mitsubishi UFJ and THB Advisory)

Procurement (cont.)

7

Final RFP Issued

Two Teams Respond to RFP• Plenary Roads Denver (Plenary / Ames Construction / Granite

Construction / HDR / Transfield Services / Goldman Sachs)

• US 36 Development Partners (Isolux Corsan / Terracare / Atkins / BTMU / THB Advisory)

Plenary Roads Denver Selected as Preferred Bidder

Commercial Close

Financial Close

Oct 16, 2012

Mar 1, 2013

Apr 5, 2013

Jun 28, 2013

Feb 28, 2014

Team Overview

Construction JV

Design and Engineering

Equity Concessionaire Financial Advisory

Operations and Maintenance

Back Office Services

Patrol/ Enforcement

8

• The project, CDOT’s first P3 to close, has been financed with:

– USD 20.36m of series 2014 tax-exempt private activity bonds (PABs)

– A USD 60m TIFIA loan

– A USD 20.6m junior subordinate loan from Northleaf Capital

– Equity committed by Plenary of USD 20.8m

• The PABs, which pay a coupon of 5.75%, priced at 98.241 to yield 5.875%

• The PABs have a maturity of January 2044 and were underwritten by Goldman Sachs.

• The TIFIA loan carries an interest rate of 3.68%

• Fitch Ratings assigned a BBB- to the TIFIA loan and PABs

Financing Info

9

Design & Construction Schedule

10

• Financial CloseFebruary 2014

• Phase 1 Construction July 2012 – May 2015

• Phase 2 Construction March 2014 – December 2015

• Phase 1 Project Open for Toll Collection May 2015

• Phase 2 Project Open for Toll Collection January 2016

• Concession Period February 2014 – December 2065