I-495 Capital Beltway HOT Lane Project (VIRGINIA)

Fluor Daniel proposes to build two HOT lanes in each direction on a 14-mile segment of the Capital Beltway, from north of the Springfield Interchange to north of the Dulles Toll Road.

According to the proposal, HOT lanes would be free to carpoolers, buses and emergency vehicles; cars carrying only one or two people would pay a variable toll to use the lanes. Large trucks would not be allowed to use HOT lanes.

Fluor Daniel Proposed Funding strategy: - Variable tolls for HOT traffic (preliminary initial tolls .00 to .18) - Bonds - TIFIA Loan - Local or regional Investments

April 05: Fluor Enterprises and Transurban Group have signed a comprehensive agreement with the Virginia Department of Transportation (VDOT) for the DBFO of four new high-occupancy toll (HOT) lanes along a 14-mile segment of the Capital Beltway (I-495) in northern Virginia.

Key Dates

Transaction Launch: 26 Jun 2002

Preferred Proponents: 29 Apr 2005

• Fluor Corporation (Capital Beltway SPV)
• Transurban Group (Capital Beltway SPV)

Financial Close: 21 Dec 2007

12 Jun 2008	Senior debt closed.
11 Jan 2008	Infrastructure Management Group, Inc. (IMG) joined the US Department of Transportation (USDOT) in announcing approval of a 9 million Federal Loan through its Transportation Infrastructure Finance and Innovation Act (TIFIA) Joint Program Office (JPO) for the project.
21 Dec 2007	Project reaches financial close.
10 Sep 2007	In-principle agreement signed between Fluor/Transurban and VDOT.
09 Jan 2006	Review of the environmental study to be completed.
02 Oct 2005	Review of the traffic and revenue study to be completed.
29 Apr 2005	Fluor and Transurban sign comprehensive agreement with VDOT.
20 May 2004	- Advisory panel reviewing the private-sector proposal to build HOT (high occupancy toll) lanes on the Capital Beltway recommends to Commonwealth Transportation Commissioner Philip Shucet should enter into negotiations with Fluor Daniel for a comprehensive agreement.
05 Feb 2003	VDOT submits grant application to the Federal Highway Administration to study HOT lanes and other "value pricing" applications in Northern Virginia.
01 Nov 2002	Deadline to submit competing proposals, none received.
22 Jul 2002	Invitation for competing bids.
26 Jun 2002	- VDOT receives an unsolicited PPTA conceptual proposal from Fluor Daniel to develop, finance, design and build HOT lanes on the beltway. VDOT advertises for competing proposals.

Funders Legal Advisor:	Allen & Overy
Grantor Financial Advisor:	KPMG
SPV Financial Advisor:	DEPFA
SPV Legal Advisor:	Orrick

Project Sponsor	Capital Beltway SPV
Sonsor Total Equity	USD350m
Sponsor Allocations	Fluor Corporation : USD35m | 10% Transurban Group : USD315m | 90%

Funding:

Government Contribution
Debt class	Subordinated
Facility Type	Government Loan
Borrower	Capital Beltway SPV
Amount	USD589m
Tenor	40 years
Margin	4.45 bps
Margin info	fixed interest rate
Providers	Provider Transportation Infrastructure Finance and Innovation Act (TIFIA)

Capital Market Finance
Issuer	Capital Beltway SPV
Comments	A PAB issuance - senior to the TIFIA Loan
Market	Tax Exempt
Bond type	Asset Backed
Bond product	Other
Issue amount	USD589m
Coupon	5.35%
Coupon payment schedule	Other
Institutions	Organisation Role Underwrite Goldman Sachs Bookrunner USD589m

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