Mayer Brown, Ballard Spahr Advising Pennsylvania on $12.8 Billion Turnpike Privatization

Brian Baxter

The American Lawyer

Mayer Brown and Philadelphia firm Ballard Spahr Andrews & Ingersoll are advising the state of Pennsylvania on a $12.8 billion binding privatization bid for the Pennsylvania Turnpike.

Gov.  Edward Rendell announced Monday the top bid by Spanish toll operator Abertis Infraestructuras, Barcelona-based investment firm and Abertis shareholder Criteria CaixaCorp, and Citigroup's Citi Infrastructure Investors.

Built in 1940, the roughly 535-mile Pennsylania Turnpike is one of the nation's busiest toll roads, spanning from Philadelphia and Valley Forge in the east to Pittsburgh and the shores of Lake Erie in the west.

Ivan Mattei, co-chair of the project finance group at Debevoise & Plimpton, is leading a team from the firm advising the bidders on the proposed deal. Mattei has previously advised clients on financings for toll roads in Chile and Mexico. Project finance partner Craig Bowman, tax department Chair Burt Rosen, finance counsel Emilie Hsu, employee benefits counsel Alicia McCarthy, and associates Lucy Xi Cheng, Paul Epstein, Steven Huntzinger, David Lebolt, Serge Mezhburd and Harry Zirlin round out the Debevoise deal team.

The bid by the Abertis-Criteria-Citi consortium to lease the Pennsylvania 'pike for 75 years is the latest such deal in recent years, as states seek to reduce overhead from costly highway maintenance and raise capital for other projects and infrastructure maintenance.

"We urgently need new funding for road and bridge repair, and a turnpike lease will help us meet that need," Rendell, a former Ballard Spahr partner, said in a statement. "Under the terms and conditions we set, the turnpike will be upgraded and tolls will be no higher than the Turnpike Commission will charge."

The Mayer Brown team included M&A partner John Schmidt, finance partner David Narefsky, regulatory partner Joseph Seliga, tax partner Robert Kelman, and associates Bruce Bedwell and Jeromy Cannon. The firm was retained by the state because of its past privatization work on the Indiana Toll Road and Chicago Skyway.

Advising the state from Ballard Spahr were finance partners Brian Walsh, Adrian King Jr., Jennifer Miller, and Randall Towers; tax partner Frederic "Rick" Ballard Jr., litigation partner John Grugan (the co-head of the firm's corporate compliance and investigations group); and associates Steve Park and Gregory Seltzer.

Barbara Adams, general counsel of Pennsylvania, and Robert Shea, assistant chief counsel for the Pennsylvania Department of Transportation, headed up the in-state legal transaction team.

The Abertis-Citigroup offer received a boost over the weekend after a rival bid by Australia's Macquarie Infrastructure Group and its Spanish partner, Madrid-based Cintra, Concesiones de Infraestructuras de Transporte, was withdrawn due to financing problems. The Macquarie-Cintra consortium successfully bid $5.6 billion in 2005 for a 75-year lease for the Indiana Toll Road and the Chicago Skyway. (White & Case advised Macquarie and Cintra on that deal.)

The Goldman Sachs Group, the Toronto-based Ontario Teachers' Pension Plan, and the Melbourne-based Transurban Group, Australia's largest toll road operator, placed a second-place bid of $12.1 billion for the turnpike.