Project Profiles

Location

Denver Metro Area, Colorado

Colorado High Performance Transportation Enterprise (HPTE)

Program Areas

Fiscal Year Approved

Fiscal Year 2014

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 its intersection with I-25. The highway currently experiences significant congestion and has been targeted for improvements by the Colorado Department of Transportation (CDOT) since the late 1990s. The U.S. 36 Managed Lane Project Phase 2 is the second phase of approximately 15 miles of improvements between the two cities. It extends the 10-mile Phase 1 work five miles further northwest to Boulder and will include the following components:

• One express, high occupancy toll (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-foot 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)
• Bikeway along much of the corridor
• Intelligent transportation system (ITS) equipment, including for tolling, transit information, and incident management
• Improvement of the Regional Transportation District (RTD) station at McCaslin Boulevard

Phase 2 is being delivered as a design, build, finance, operate, and manage (DBFOM) public-private partnership (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 will finance, design, and construct Phase 2, and operate and provide routine maintenance and life cycle maintenance on the Phase 1, Phase 2 and the existing I-25 Express Lanes under a 50-year agreement. PRD is an affiliate of Plenary Roads Finco, the TIFIA Borrower.

On the Phase 1 Services Commencement Date, the concessionaire will commence the operations, maintenance, and collection of tolls on the Phase 1 managed lanes and the operations and maintenance of the Phase 1 general purpose lanes and thereafter will be entitled to receive all Phase 1 toll revenues.

Cost

$208.4 million ($170.2 million of Eligible Project Costs) ²

Plenary Funding:

• HPTE Capital Payment - $49.7 million
• TIFIA loan - $60.0 million
• Private Activity Bonds (PABs) - $20.0 million
• Equity - $20.6 million
• Subordinated Debt - $20.6 million
• I-25/US 36 Toll Revenues - $8.6 million
• Other - $3.4 million

HPTE/CDOT Funding

• State Funds - $8.2 million
• Federal Funds - $2.6 million
• Local Funds - $14.8 million

Project Delivery / Contract Method

DBFOM (design, build, finance, operate, and maintain)

Project Partners

• Concessionaire - Plenary Roads Denver, Ltd.
• Design-Build Joint Venture - Ames Construction Inc. / Granite Construction Inc.
• Design Partner - HDR Engineering, Inc.
• Operations and Maintenance Provider - Transfield Services Ltd.

Project Advisors / Consultants

To the Public Sponsor:

• Financial Advisor - KPMG, LLP
• Traffic & Revenue Consultant - CDM Smith
• P3 Counsel to HPTE - Hogan Lovells, LLP
• Bond Counsel to HPTE - Kutak Rock, LLP

To the Borrower:

• Financial Services - Goldman Sachs
• Traffic & Revenue Consultant - Buro Happold Limited
• Insurance Consultant - Marsh Canada Ltd.
• Model Auditor - Wolrige Mahon Corporate Finance Inc.
• Independent Engineer/Technical Advisor - BTY Group
• Legal Advisor - Fasken Martineau DuMoulin LLP
• Colorado Counsel - Spencer Fane & Grimshaw LLP
• Corporate and Tax Counsel - Mayer Brown LLP

To USDOT TIFIA JPO:

• TIFIA Legal Advisor - Shearman & Sterling LLP
• TIFIA Financial Advisor - Infrastructure Management Group, Inc.

Lenders

Bondholders, USDOT TIFIA, Subordinated Lender (Northleaf/PRD LenderCo LP)

Duration / Status

HPTE awarded the DBFOM concession in April 2013. Construction will start in 2014 and is scheduled to be completed in December 2015. The duration of the P3 concession is 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 Phase 1 (upon the transfer to Plenary) and Phase 2.managed lanes. Plenary will assume the TIFIA Phase 1 loan at substantial completion of Phase 1 when responsibility for that segment is transferred from HPTE to PRD.

The Phase 2 TIFIA loan will be subordinate to the Senior Lien Private Activity Bonds (PABs) and the Phase 1 Loan .Both TIFIA loans will have the benefit of debt service reserve funds in addition to a $6 million ramp up reserve.

The TIFIA Phase 2 loan has been 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

• Addition of the HOT lanes will connect to the existing I-25 Express lanes that extend from U.S. 36 to downtown Denver and add to a network of regional tollways
• Project represents a multimodal solution to alleviate congestion along the corridor by combining managed (HOT) lanes, Bus Rapid Transit (BRT) service, and a commuter bikeway. The new BRT service will use the managed lanes to reduce trip time and maximize travel time predictability for transit riders.
• The Project will improve 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 enables the project to be completed years sooner than originally planned

Related Links / Articles

Project Website

Contacts

Terry Ostrom, Vice President, Project Delivery
Tel: (970) 379-1120
Terry.Ostrom@plenarygroup.com.