NEW YORK and LOS ANGELES, August 23, 2005 – Leveraging its expertise in complex capital markets transactions and public-private toll road financings, the international law firm Milbank, Tweed, Hadley & McCloy LLP, led by partners Michael Banks and Ed Feo, represented Citigroup Global Markets Inc., Goldman Sachs & Co. and Macquarie Securities (USA) Inc. as initial purchasers and selling group member in connection with a $1.4 billion Rule 144A offering of Senior Secured Floating Rate Bonds by Skyway Concession Company LLC.
The Milbank team was led by Michael C. Banks, a partner in Milbank’s Global Securities Group, assisted by partners Ed Feo of the Global Project Finance Department, Eric Moser of the Global Finance Group and Andrew Walker of the Tax Group and associates Steven Sandretto, Julie Levi, Cecilio Castillero, Michael Dayen and Laurae Rossi.
About the $1.4 billion financing
The bonds were issued in two tranches consisting of:
- $439 million Series A Senior Secured Floating Rate Bonds due 2017; and
- $961 million Series B Senior Secured Floating Rate Bonds due 2026.
The financing structure included an innovative use of accreting swaps provided by Citibank, N.A. and Goldman Sachs Capital Markets, L.P., giving Skyway an interest rate hedge as well as liquidity. The swap providers were also represented by Milbank. The obligation of Skyway Concession Company to make scheduled payments of principal of and interest on the bonds and scheduled payments under the swaps were unconditionally and irrevocably guaranteed under a financial guaranty insurance policy provided by Financial Security Assurance Inc., resulting in ratings of the bonds of AAA by Standard & Poor’s Rating Service and Aaa by Moody’s Investors Service, Inc.
Skyway Concession Company LLC is a joint venture owned indirectly by Cintra Concesiones de Infraestructuras de Transporte SA of Madrid, Spain, which also operates toll roads in Europe, Australia and Canada and Macquarie Infrastructure Group with concession assets in Australia, Europe, Canada and the United States. Skyway Concession Company operates the Chicago Skyway Toll Road System, an elevated toll road between Chicago and northwest Indiana.
Michael Banks, stated, “This transaction was truly noteworthy, not only because of its size at $1.4 billion, but because of its importance to its sponsors Cintra and Macquarie, who are two of the most active players in international toll road development; its innovative use of the accreting swaps; and the inclusion of a forward commitment by FSA to extend it financial guarantee insurance policy to refinancing indebtedness to be incurred in the future, subject to satisfaction of certain limited conditions. All of the parties worked diligently to get this creative financing completed in a relatively short period of time.”
Ed Feo, commented, “Milbank is proud to have played a significant role in what has been a highly successful series of transactions. During the course of one year we advised the company in bidding for and winning the concession to lease and operate the Chicago Skyway Toll Road for a 99 year term, put in place bridge financing with a group of international banks in connection with the closing of the concession arrangements in January and now have replaced that interim bank financing with long-term capital markets financing in one of the year’s biggest and most innovative transactions. It’s a prime example of the multi-discipline team effort at Milbank.” In addition to the Chicago Skyway Toll Road, Feo previously led the Milbank team representing Macquarie Infrastructure Group in the $773 million project financing of the SR 125 South toll road in southern California.
Milbank’s Global Securities Group is renowned for its leadership in sophisticated cross-border transactions and combines both the transactional and regulatory expertise necessary to successfully negotiate and close securities transactions across a wide range of industries.
Milbank’s Global Project Finance Department is one of the largest and most experienced among the world’s major law firms. Renowned for its leadership, Milbank has pioneered some of the most innovative project financing techniques, and consistently ranks among the top law international law firms. With more than 100 dedicated project finance attorneys in the firm’s offices worldwide, Milbank provides legal advice under both U.S. and English law.
As the project finance marketplace has evolved, Milbank’s Global Project Finance attorneys have expanded the range of products and services by working in conjunction with attorneys from other practice areas to encompass restructuring, securities offerings, mergers & acquisitions, development and finance and regulation.
Milbank, Tweed, Hadley & McCloy LLP is a premier global law firm headquartered in New York, with offices in Washington, DC, Los Angeles, Palo Alto, London, Frankfurt, Munich, Tokyo, Hong Kong and Singapore. Milbank, named "International Law Firm of the Year" by Legal Week, is a recognized leader in capital markets, corporate finance, project finance, acquisition finance, and other major fields of legal practice. The firm's practice includes cross-border mergers and acquisitions and global capital markets transactions as well as assisting multinational clients with their cross border investments. Milbank provides both English and New York law capabilities to its clients, and a full range of services to many of the world’s leading financial, industrial and commercial enterprises, as well as governments, institutions and individuals.