Narrative
Full Description
Project narrative
On June 3, 2022, a syndicate of 24 lenders — including the Bank of China (BOC) and the Industrial and Commercial Bank of China (ICBC) — entered into a $6,630,000,000 USD syndicated loan agreement with New York Transportation Development Corporation (TDC) — a corporation under the State of New York — as conduit issuer (on-lender) and JFK NTO LLC — a Delaware-incorporated special purpose vehicle wholly owned by Delaware-incorporated JFK NTO HoldCo LLC, a wholly-owned subsidiary of Delaware-incorporated JFK NTO Sponsor Aggregator LLC, jointly owned by Delaware-incorporated Marts NTO LLC (51% equity stake), which was 96% owned by an affiliate of Ferrovial SE and 4% owned by CGI Phoenix Aggregator, L.P., a Delaware-incorporated vehicle of Carlyle Global Infrastructure Opportunity Fund I, L.P., a Cayman Islands-incorporated fund managed by The Carlyle Group, Inc., by JLC JFK Aggregator L.P., a Delaware-incorporated vehicle vehicle managed by MJE-Loop Capital Partners LLC (branded as JLC Infrastructure), an investor and asset management firm based in New York City controlled by Loop Capital and Earvin "Magic" Johnson (30% equity stake), and UIlico Infrastructure JFK REIT, LLC, a Delaware-incorporated vehicle controlled by Ullico Infrastructure Fund (UIF), an insurance and investment fund managed by Ullico Investment Advisors, Inc., a wholly-owned subsidiary of American labor-owned Ullico Inc. (19% equity stake) — for Phase 1A of the John F. Kennedy International Airport New Terminal One Public-Private Partnership (PPP) Project. The loan was divided into five facilities: a $4,900,000,000 USD delayed draw term loan tranche; a $1,430,000,000 USD term loan tranche; a $200,000,000 USD liquidity facility; a $50,000,000 USD working capital facility ; and a $50,000,000 USD security letter of credit deposit facility. The loan carried a maturity period of five years and a final maturity date of June 10, 2027 and a variable interest rate based on SOFR. This loan was secured by (i.e. collateralized against) a senior lien pledge of the project revenues by JFK NTO LLC. MUFG served as collateral agent. BOC contributed $531.50 million USD, as captured by Record ID#108143, and ICBC contributed $116.10 million USD, as captured by Record ID#108144, to the $4.9 billion USD term loan tranche. In addition to BOC and ICBC, the following lenders contributed to the loan syndicate (20 total): Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) ($200.00 million USD), Bank of America, N.A. ($388.00 million USD), Citibank, N.A. ($388.00 million USD), HSBC Bank USA, N.A.($255.22 million USD), ING Capital LLC ($255.22 million USD), Intesa SanPaolo S.p.A. ($255.22 million USD), KeyBank National Association ($150.00 million USD), KfW IPEX-Bank GmbH ($130.00 million USD), Kookmin Bank ($300.00 million USD), KDB Asia Limited and Korea Development Bank ($300.00 million USD together), Landesbank Baden-Württemberg (LBBW) ($150.00 million USD), Mizuho Bank, Ltd. ($300.00 million USD), MUFG Bank, Ltd. ($181.32 million USD), National Bank of Canada ($200.00 million USD), Banco Santander, S.A. ($150.00 million USD), The Bank of Nova Scotia (Scotiabank) ($255.22 million USD), Société Générale S.A. (SocGen) ($255.22 million USD), and Sumitomo Mitsui Banking Corporation (SMBC) ($255.22 million USD). BOC contributed $86.30 million USD, as captured by Record ID#108145, and ICBC contributed $33.90 million USD, as captured by Record ID#108147, to the $1.43 billion USD term loan tranche. In addition to BOC and ICBC, the following lenders contributed to the loan syndicate (12 total): Brighthouse Life Insurance Company ($20.00 million USD), HSBC Bank USA ($171.25 million USD), ING Capital ($171.25 million USD), Intesa Sanpaolo ($171.25 million USD), Lincoln National Life Insurance Company ($20.00 million USD), Metropolitan Life Insurance Company (MetLife) ($105.00 million USD), MUFG Bank ($171.25 million USD), Scotiabank ($171.25 million USD), SocGen ($171.25 million USD), and SMBC ($171.25 million USD). BOC contributed $13.20 million USD to the $200 million USD liquidity facility, as captured by Record ID#108148. In addition to BOC, the following lenders contributed to the loan syndicate (nine total): Bank of America ($12.10 million USD), Citibank ($12.10 million USD), HSBC Bank USA ($26.11 million USD), ING Capital ($26.11 million USD), Intesa Sanpaolo ($26.11 million USD), Scotiabank ($26.11 million USD), SocGen ($26.11 million USD), and SMBC ($26.11 million USD). MUFG solely provided both the $50 million USD working capital facility and the $50 million USD security deposit facility. MUFG Bank served as left lead underwriter, administrative agent, collateral agent, and account bank. MUFG, HSBC Bank USA, ING Capital, Intesa Sanpaolo, Scotiabank, SMBC, and SocGen served as coordinating lead arrangers and underwriters, later joined by Bank of America, BOC, KDB, Kookmin Bank, and Mizuho Bank. BBVA, Santander, KeyBank, LBBW, and National Bank of Canada served as senior managing agent. Even though the revised lease was agreed in December 2021, volatility in the capital markets with the beginning of the war in Ukraine delayed financial close further. In March 2022, the sponsors pivoted to a fully underwritten bank financing that initially closed on May 20, 2022, with an agreement on June 3, 2022, before full financial close and funding occurred on June 10, 2022. Final syndication closed on August 24, 2022 with 48 total lenders. Originally, the project reached financial close in June 2020, but that $5,036,569,942 USD loan was cancelled because of the impact of the COVID-19 pandemic. BOC contributed approximately $189,449,711.636 USD to the $2,083,946,828 USD term loan tranche as captured by Record ID#108134. BOC contributed approximately $246,130,080.727 USD to the $2,707,430,888 USD term loan tranche as captured by Record ID#108135. BOC contributed approximately $13,199,293.2727 USD to the $145,192,226 USD revolving liquidity facility as captured by Record ID#108136. BOC contributed approximately $4,545,454.54545 USD to the $50,000,000 USD revolving working capital facility as captured by Record ID#108137. BOC contributed approximately $4,545,454.54545 USD to the $50,000,000 USD revolving security deposit facility as captured by Record ID#108138. The proceeds were to be used by the borrower to finance the Phase 1A of a 1.7 million square-foot airport terminal, New Terminal One (NTO), consisting of 13 wide body contact gates and one temporary widebody gate and a new arrivals and departures hall, on the site of the existing Terminal 1 and 2 and the aircraft parking facilities for Terminal 3 at John F. Kennedy (JFK) International Airport in Queens, New York City, New York. Once completed in a three-phase format (Phase 1A was to be followed by Phase B1 and B2, contingent on certain traffic triggers being hit), New Terminal One would have 2.4 million square feet of space, including 250,000 feet of lounge and indoor green spaces, and 23 gates with improvements to the main hall, ticketing, check-in, security, and concession and retail areas. The terminal would also have sustainability features, including a solar hot water system, an aircraft de-icing fluid recovery system, an 11.3 MW microgrid, including a 7 MW rooftop solar photovoltaic system with more than 13,000 solar panels, fuel cells, a battery energy storage system (BESS), reducing greenhouse gas emissions by 38% compared to grid-sourced energy, and electric-powered ground service equipment, including baggage tractors and belt loaders. Upon full completion of 2030, it would be the largest international terminal at the airport. The project was to create 10,000 jobs, including 6,000 construction ones. The project had a cost of $9.5 billion USD, with $2.333 billion USD in equity from the sponsors. The NTO consortium won a contract for the design, construction and maintenance of the project under a lease with the Port Authority of New York and New Jersey (PANYNJ) that was approved on December 16, 2021, taking it out to 2060. Reach Airports, a joint venture between Munich International Airport and CAG Holdings LLC, would operate the new terminal. Unibail-Rodamco-Westfield would serve as the concessions manager and be responsible for handling the dining, retail, duty-free, entertainment, and experiential concepts. Ferrovial acquired its stake in June 2022 from Carlyle Group. This was as the largest private investment ever for a U.S. airport terminal. Tishman Construction Corporation of New York and Gensler entered into a design-build contract for the project. SITA was involved in the testing of systems as part of the Master Systems Integrator (MSI). Faith Group, LLC was contracted to serve as engineer of record for MSI. Techno Consult Inc. was contracted to to provide construction management services for the design-build team. AlphaStruxure LLC was responsible for financing, designing, building and operating the grid-independent microgrid for the terminal. McKissack & McKissack was contracted to provide project management oversight services. JT Hicks Associates was contracted to provide surveying services. A.B. Engineering and ZI Engineering received contracts for structural engineering services. Banker Steel Company supplied 33,000 tons of fabricated structural steel. Construction of the terminal was planned for mid-2022, with completion scheduled for June 2026. The groundbreaking ceremony and commencement of construction was held on September 8, 2022. As of December 31, 2023, the borrower had drawn down $2.026 billion USD under the term loans, all of which were paid down in December 2023, using $2 billion USD of fixed rate green bonds.
Staff comments
1. The project is also known as the JFK Terminal One Redevelopment. 2. Allen & Overy served as counsel to the sponsor consortium, Skadden Arps Slate Meagher & Flom served as counsel to the Port Authority, Orrick Herrington & Sutcliffe was counsel to the Port Authority on environmental matters and Milbank was counsel to the lenders 3. New York Transportation Development Corporation stated that the credit agreement was not a general obligation of it nor a debt or pledge of the faith and credit of New York State or its affiliates.