Project Finance

Guided the Alameda Corridor Transportation Authority through a complex deal to refinance a substantial portion of its approximately US$1.8 billion of outstanding debt obligations.

O’Melveny client Avports LLC came to an agreement with Tweed New Haven Airport Authority on terms to embark on a landmark public-private-partnership encompassing long-term operation and major upgrades of the airport in New Haven, Connecticut. Avports also came to agreement with Avelo Airlines—America’s first new mainline airline in nearly 15 years—to make Tweed its first East Coast base. Avelo has already commenced operations at Tweed, offering nonstop scheduled service to more destinations than Tweed has previously been connected with, and is expected to add even more service as improvements are made under the P3 arrangement. In the first phase of upgrades, Avports will renovate the existing terminal at Tweed, make other infrastructure improvements, and pursue an environmental assessment for a runway extension and new terminal. The second phase of upgrades, requiring approvals from the FAA, calls for Avports to design, build, finance, and maintain a brand new passenger terminal at the airport and lengthen the existing runway to allow for more direct flights to more destinations. Additionally, under the P3 arrangement, Avports will operate and manage the airport for a period of 43 years. In exchange, Avports will have the right to earn ongoing revenues from the facilities.

Represented Barclays Capital and other underwriters in the issuance of nearly US$3 billion in bonds that will finance state-of-the-art hospitals at several University of California campuses.

The debt was issued for the benefit of the five medical centers that are affiliated with the UC system — at Davis, Los Angeles, Irvine, San Diego, and San Francisco — each of which provides educational and clinical opportunities for students in the UC’s Schools of Medicine and form the backbone of California’s health care delivery system. The majority of the proceeds from the 2022 bond issuance will be used to finance the construction of new state-of-the-art hospitals at several of the campuses.

Advised the nonprofit California Science Center Foundation on the issuance of US$145 million in revenue bonds to fund the construction of the Samuel Oschin Air and Space Center, which will be the permanent home of the Space Shuttle Endeavour.

Counseled United Airlines and its financing team, led by Citigroup Global Markets, in connection with the issuance of US$148.5 million of special facility revenue refunding bonds that refinanced debt used to build terminal facilities at Houston’s George Bush Intercontinental Airport. The transaction, completed during the COVID-19 pandemic, helped United preserve cash and improve its liquidity amid historic airline-industry disruption caused by the pandemic.

The revenue refunding bond proceeds were used to refinance the cost of construction and improvement of various facilities in Terminals B, C and E at George Bush Intercontinental Airport/Houston, as well as certain non-terminal support facilities, including an aircraft hangar, a maintenance and parts storage facility, and in-flight training facilities. These refinancing transactions helped United preserve cash and enhanced its liquidity position at a critical time when it and other airlines were required to address the drastic impact of the effects of COVID-19 on their businesses. The transaction also marked United’s first completed capital markets transaction since the onset of the pandemic.

Assisted Clean Energy Fuels Corp., the United States’ largest provider of clean fuel for the transportation market, in establishing a new Senior Secured Term Loan Facility with Stonepeak, a leading alternative investment firm specializing in infrastructure and real assets. The financing from Stonepeak will provide Clean Energy with capital for new renewable natural gas (RNG) production facilities. Clean Energy currently supplies RNG to hundreds of heavy-duty truck fleets every day in the form of compressed natural gas (CNG) and liquified natural gas (LNG), which enables them to decarbonize their large vehicles easily and affordably.

Advised Delta and its financing team, led by Citigroup Global Markets, in the issuance of US$1.5 billion in specialty bonds for the ongoing redevelopment of Delta’s passenger terminal facilities at New York’s LaGuardia Airport.

Represented Jefferies as underwriters in the issuance of US$191 million of revenue bonds to fund a public-private development of new housing for 1,000 students at the University of California, Irvine.

Advised Jefferies and UBS Financial Services Inc. as underwriters in the issuance of US$167 million of tax-exempt refunding revenue bonds used to refinance debt of the J. Paul Getty Trust, which operates the J. Paul Getty Museum in Los Angeles and the Getty Villa in Malibu.

Among the Getty Trust’s operating programs are the iconic J. Paul Getty Museum (in the Brentwood section of Los Angeles) and the Getty Villa (in Malibu),. Proceeds of the tax-exempt and taxable bonds were used to refund certain outstanding bonds issued for the benefit of the Getty Trust and pay termination, suspension and other related payments on certain interest rate swap agreements.

Represented a consortium consisting of Vantage Airport Group, JetBlue, American Triple I, and RXR Realty in an agreement to build, finance, and operate a new US$4.2 billion passenger terminal at New York’s John F. Kennedy International Airport (JFK).

The financial close of the deal was announced on November 17, 2022.
The terminal, to be named Terminal 6, will be built as an extension of JetBlue’s existing JFK Terminal 5 and will eventually span across the entire site now occupied by JFK Terminal 7.

JFK Millennium Partners LLC, a joint-venture project company formed by the consortium, assumed operation of Terminal 7 on December 1, 2022, and began a multi-year demolition and construction process for the new Terminal 6.

Our team continues to assist with general post-closing support, operational, and finance matters as the construction process begins.

Representing LAX Community Partners, LLC (LACP) regarding master development of cargo facilities and operations at Los Angeles International Airport. LACP is a partnership between Earvin "Magic" Johnson’s company JLC Infrastructure and Realterm. O’Melveny assisted the client with the successful May 2023 project award and pre-development agreement close. Current representation involves negotiation and advice regarding contracts related to pre-development stage activities and other consortium matters.

Represented Metropolitan Life Insurance Company as lender in connection with the US$74.4 million financing of the acquisition and redevelopment by affiliates of Advance Real Estate of a portfolio of five industrial properties in four Mexico cities. The transaction was documented as a modification and increase to an existing industrial portfolio financing that had been originated in 2019. This transaction increased the total loan amount outstanding at closing to US$323 million, secured by a portfolio of 46 class A industrial buildings. This transaction is significant in that it is one of the largest portfolio financings of industrial properties in the Mexico real estate market.

Advised the Puerto Rico Public-Private Partnerships Authority (“P3A”) on a long-term concession granted by the Puerto Rico Highways and Transportation Authority (“PRHTA”) to Spanish infrastructure operator Abertis Infraestructuras, S.A. (“Abertis”), pursuant to a US$2.85 billion concession agreement under which Abertis will have the responsibility for operating, maintaining, and improving four existing toll roads extending across the Commonwealth of Puerto Rico for the next 40 years. The agreement was announced on October 17, 2023, and reached financial close on December 14, 2023.

Representing Sepulveda Transit Corridor Partners (STCP) in connection with its pre-development agreement with, and its bid for a long term-concession from, the Los Angeles Metropolitan Transportation Authority for the design, construction, and operation of a heavy-rail transportation line between the San Fernando Valley and the Westside of Los Angeles. This project represents a once-in-a-generation opportunity to remake the transit landscape and reduce congestion on one of the most heavily travelled corridors in the country.

O’Melveny is a leader in the project financing sector. As counsel to some of the largest banks and financial institutions in the world investing in development projects, we work seamlessly with their internal teams to efficiently and effectively structure and close deals on time and within budget.

Strategized with United Airlines on the development and financing of its “Global Gateway” hub at New Jersey’s Newark Liberty International Airport.