Public-Private Partnership Policy Casebook/San Juan

Summary
The San Juan Airport privatization project involves a 40-year lease agreement between the Puerto Rico Port Authority (PRPA), Puerto Rico Public-Private Partnership Authority (P3 Authority) and Aerostar Airport Holdings, LLC (AAH), a joint venture alliance of two Mexican companies (ASUR and Highstar Capital). According to this agreement, AAH will finance, operate, maintain, and improve the Luis Muñoz International Airport (SJU) for the duration of the lease. SJU is the Caribbean's busiest airport and requires increased capacity and improved infrastructure. This $2.6 billion transaction involved a $615 million up-front lease payment, and was the first successful privatization of a large commercial airport under the Federal Aviation Administration’s Pilot Program for Airport Privatization.

In May 2012, despite an initial total of 12 bidders, the P3 Authority selected two final bidders as potential concessionaires. The project was awarded to AAH on July 24, 2012, and reached financial close on January 27, 2013. Following a subsequent public hearing, the Federal Aviation Administration (FAA) approved the agreement in February 2013. The project consists of three separate phases of renovation and is on schedule to be completed in December 2015. Currently, SJU is the only airport with a private operator.

Annotated List of Actors

 * Puerto Rico Public-Private Partnerships Authority (P3 Authority): Responsible for implementing P3 projects in Puerto Rico.
 * Aerostar Airport Holdings LLC (AAH): Joint venture alliance of two Mexican companies (ASUR and Highstar Capital).
 * ASUR: Mexican airport operator.
 * Highstar Capital: U.S. based private equity firm with experience in various types of infrastructure (energy, environmental services and transportation).
 * Grupo Aeropuertos Avance: Consortium of Ferrovial Aeropuertos and Macquarie Infrastructure (other final bidder on the project in addition to AAH).
 * FAA: Launched a pilot airport privatization program in 1997 to enable the use of P3s as an additional funding option. Provided AAH with a certificate to enable it to lease and operate the airport.
 * Puerto Rico Ports Authority (PRPA): Owns the Luis Muñoz Marín International Airport.
 * LeighFisher: Transaction/technical adviser
 * Pietroantoni, Mendez & Alvarez: Local legal counsel
 * Mayer Brown: US legal counsel
 * Credit Suisse: Financial adviser
 * AAH Advisors: Cleary Gottlieb, Financial and legal advisor ,

Timeline of Events

 * February 2009: Standard & Poor’s downgraded PRPA debt from A- to BBB- due to increased borrowing to pay for interest payments
 * December 22, 2009: The FAA approved SJU’s preliminary application for the project and the P3 Authority was authorized to select and negotiate an agreement
 * May 2010: The P3 Authority established a committee responsible for reviewing and approving request for qualifications, request for proposals and the selection process
 * June 2010: Report released by the P3 Authority indicated that SJU’s passenger growth was behind its peers
 * June 2011: PRPA and P3 Authority issued RFQ
 * August 8, 2011: RFQ Due Date
 * September 2011: PRPA and P3 Authority shortlisted bidders: 6 shortlisted out of 12 potential bidders
 * October 2011: RFP Issued to six (6) bidders
 * March 2012: PRPA and P3 Authority asked for indicative proposals to create a more efficient procurement process
 * May 2, 2012: PRPA and P3 Authority selected AAH and Grupo Aeropuertos Avance as final bidders
 * July 24, 2012: Contract awarded to AAH
 * September 28, 2012: A Federal panel representing the USDOT, TSA, and FAA conducted a public hearing
 * February 27, 2013: Record of Decision and Financial Close
 * October 7, 2014: Moody’s Investors Service downgraded AAH’s debt to Ba2 with a negative rating outlook (credit rating was Baa3 with a stable outlook at the time of financial close)
 * December 2015: Renovations expected to be completed, , , , ,

Maps of Location
The map below highlights the location of SJU in San Juan, Puerto Rico (denoted by a red star) relative to several other major Caribbean airports (denoted by blue stars).

Source: Google Maps

The map below shows the airport’s more precise location within Puerto Rico relative to other key transportation points of interest. Tren Urbano is the rapid transit system that serves the San Juan metropolitan area and the Teodoro Moscoso Bridge is a major roadway that connects the airport with southern areas.

Source: Google Maps

Policy Issues
Airport Privatization

Throughout the contract’s negotiation process, there was much debate as to whether such a significant source of Puerto Rico’s infrastructure should be transferred to a private firm. Opponents of the deal raised skepticism that privatization would not create efficiencies but instead to higher travel fees and profits for a private firm. At a roundtable policy discussion on P3 airport privatization, chaired by Congressman John Duncan, panelists criticized the complex process and the FAA’s privatization program. It was noted that since the pilot program’s inception, 10 airports have attempted privatization, but only the Stewart International Airport in Newburgh, New York, has been privatized under the program (lasting from March 2000 to October 2007).

Social and Political Implications

Public protest against the concession agreement increased in the months leading up to its approval and the transfer of management to AAH. The PRPA’s unionized employees, legislators, and their allies disliked that the deal would lead to a rollback of stable government jobs, reduced wages, and an increase in travel costs. Upon the airport’s transfer to AAH, numerous acts of vandalism were committed by previous airport employees including sliced seats and broken windows. A public misconception also existed that the Commonwealth of Puerto Rico was selling SJU to AAH, raising nationalist sentiment among Puerto Rican citizens. Through conferences and media outreach, AAH clarified this issue stating that the agreement was not for ownership but a lease for the next 40 years to manage and operate the airport.

Before taking office in January 2013, Puerto Rico’s Governor Alejandro García Padilla voiced broad reservations about the privatization agreement as the majority of its negotiations occurred under his previous successor Luis Fortuño. On the day of the agreement’s approval, Governor Padilla stated “Puerto Rico gave its word and we must be firm and transparent in honoring it". He further noted that the Commonwealth endured immense fiscal pressure and had no funds available for investment in the airport’s infrastructure. Consequently, Governor Padilla had to balance the desire to continue with the project with the need to preserve the Commonwealth's economic resources.

Economic and Political Context
Airport Privatization Pilot Program

In 1996, Congress created an Airport Privatization Pilot Program (APPP) to allow for airports to access private capital. With most commercial airports owned by state and local governments, or other public entities, the APPP would allow private companies to assume control and explore ways to improve efficiencies and operations. At the time, the Government Accountability Office (GAO) concluded that no American commercial airport had ever been privatized, but that existing contracts between airlines, concessionaires, and contractors meant that more than 90 percent of employees at the major hubs were private employees. The GAO determined that other countries including the United Kingdom had greater private sector management of commercial airports.

In 1996, the FAA’s policies were seen as barriers to full or partial privatization. Under the federal Airport Improvement Program, which provides grant funding for U.S. airports, all proceeds from the sale or lease at an airport is required to be reinvested back into the airport (or airport system, such as with Dulles-Reagan). These restrictions essentially provide for a barrier for states or localities to consider privatization.

As a result of the APPP, the Secretary of Transportation was allowed to exempt up to five airports from the legal requirements that obstructed sale or leasing contracts with private entities. In 2012, Congress amended the pilot program to increase the number of airports that could participate from five to ten. At this time only SJU has gone through the entire privatization process, with Hendry County Airglades Airport in Cleiston, Florida, located in the interior of the state along Okeechobee, the only airport actively considering participation in the program. Chicago Midway had previously considered participation but removed itself in September, 2014. The program is capped at only one large hub airport, which Chicago Midway previously filled, and one general aviation airline. Over the years seven other airports have been participants in the program and with only one exception their applications were either withdrawn or terminated. The Stewart International Airport in Newburgh, New York, was a participant from March 2000 to October 2007 but the Port Authority of New York and New Jersey presently operates the airport.

At the time of the creation of the Airport Privatization Pilot Program the most successful examples airport privatization came from the United Kingdom. Proponents of privatization could point to increased productivity following the privatization of the British Airports Authority under Margaret Thatcher. Elsewhere in the world, the GAO noted in 1996 that several other countries, including Mexico and Australia, were exploring privatization, but that only the United Kingdom had completed a major privatization deal. However, the GAO noticed criticism of the decision to privatize the seven airports operated by the British Airports Authority as one unit instead of separate private entities, which would have encouraged greater competition.

Puerto Rico’s Financial Status

In 2012, Alejandro Garcia Padilla defeated incumbent Puerto Rican Governor Luis Fortuño and faced political pressure to repudiate the privatization deal. However, the PRPA, which managed the airport, faced significant debt payments that could not otherwise be paid without privatization. At the time of the final privatization approval, the PRPA was $1 billion in debt. Moody’s rated the PRPA at just above junk bond status. Even before the financial crisis and the great recession, Puerto Rico was facing sharp increases in interest rates demanded by bond investors.

Historically, Puerto Rico and its other public entities had “triple tax exemption,” which exempted its bonds from all federal, state, and local taxes regardless of where the bondholder lives. This is in contrast to state and local laws that exempt bondholders from interest income when they reside in the same state. This may have encouraged Puerto Rico and its entities, including the PRPA, to issue more bonds than reasonable as demand would typically drive down interest rates on the bonds and make them more attractive.

The PRPA originally applied for approval from the FAA for privatization in December 2009, believing it would allow for the authority to reduce its debt levels. Expansions at competing airports in Miami and the Dominican Republic in 2008 were partially blamed for struggling times at the airport.

The privatization of the airport is occurring in conjunction with several other P3 projects in Puerto Rico. Other P3s include a renovation project to 100 schools initiated in 2010, two toll road projects, and a juvenile social-treatment center. All of these were completed in accordance with the Commonwealth’s P3 Act signed by Governor Fortuño in 2009.

Narrative of the Case
Solicitation

In an effort from Puerto Rico’s government to make the bidding process as efficient and transparent as possible, the procurement process for this project was different from the traditional model. The P3 Authority submitted a draft lease and use agreement to all bidders and asked for comments in three separate rounds.

In accordance with the requirements of the APPP and use agreements, the components of each proposal were required to include the following conditions:


 * The airport will continue to be available for public use without unjust discrimination
 * The operation of the airport will not be interrupted if the Contractor experiences bankruptcy or other financial difficulty
 * The contractor will maintain, improve, and modernize SJU facilities through capital investment, and will submit a plan for these actions
 * Airport fees imposed on air carriers will not increase faster than inflation unless a higher amount is approved by at least 65 percent of the air carriers using the, Airport and the air carriers having at least 65 percent of the landed weight of aircraft at SJU
 * The percentage of increase in fees imposed on general aviation operators will not exceed the percentage increase in fees imposed on air carriers
 * Safety and security will be maintained at the highest possible levels
 * Adverse effects of noise from operations at SJU will be mitigated to the same extent as at a public airport.
 * Adverse effects on the environment from SJU operations will be mitigated to the same extent as at a public airport; and
 * Any collective bargaining agreement that covers SJU employees and is in effect on the date of the concession of the Airport will not be abrogated by the concession

In June 2011, The P3 Authority and the PRPA issued a Request for Qualifications (RFQ) for the right to operate, manage, maintain, develop and rehabilitate the SJU airport. The due date for consortiums to submit responses was set for August 8, 2011. The RFQ was posted on the internet as required by the local P3 legislation.

On August 9, 2011, the P3 Authority announced that 12 RFQ bids from global companies were received. The 12 consortiums interested in managing the airport were: Fraport AG & Goldman Sachs Infrastructure Partners, GMR Infrastructure e Incheon International Airport Corporation; AENA Internacional; Puerto Rico Gateway Group; TAV Airports Holding; Grupo Aeropuertos Avance (“GAA”); AGUNSA (Agencias Universales S.A); Consorcio Flughafen Zürich AG, Public Sector Pension Investment Board (PSP), Camargo Corrêa e IDC; Grupo Aeroportuario del Sureste (“ASUR”) and Highstar Capital; Grupo Aeroportuario del Centro Norte (OMA); Corporación América S.A.; and Advent International Corporation (“Advent”).

The RFQ review process lasted approximately one week, from August 9, 2011 to September 17, 2011. The P3 Authority verified that the bidders meet legal, technical and financial requirements for the project. Each RFQ was evaluated to satisfy three specific criteria: Compliance with Requirements of the Act, Technical Capabilities, and Financial Capability. Following the receipt of the initial bids, a shortlist of the six best-qualified proponents was created by a committee appointed by the P3 Authority. The list of qualified bidders was made available to the public in September 23, 2011. The prequalified consortiums were required to sign a confidentially and process agreement to obtain access to the Request For Proposal (RFP) for the project, the data room, and a fully-considered draft of the P3 contract.

On October 10, 2011 the RFP was issued to qualified bidders. Besides the general requirements for the bid, the proposal was required to be supplemented with a financing plan, an operation plan evaluation, an airport grow plan evaluation, and an offer of leasehold fee.

Indicative bids were received in March 15, 2012. After careful evaluation of the indicative bids, the partnership committee decided to continue the RFP process with (Macquarie / Ferrovial) and AAH (Highstar Capital and ASUR). On May 2, 2012 the approval of shortlisted proponents was announced.

Selection

The deadline for final proposal submission was July 10, 2012. The P3 Authority received proposals from GAA Operating, LLC, a partnership between Ferrovial Aeropuertos, S.A. and Macquarie Capital Group Limited; and AAH, a partnership between Grupo Aeropuertuario de Sureste S.A.B. de C.V. (ASUR) and Highstar Capital IV, L.P. The P3 partnership committee stated that both proposals met requirements, financing plan, business plan, and experience. On July 24, 2012 Puerto Rico’s Governor announced that AAH was chosen to operate and lease SJU. Following the announcement, a 40-year lease agreement was filled with FAA for their review and approval. A public hearing and comment period occurred after the announcement, and the FAA approved privatization contract in February 2013.

Project Agreement Terms

The Luis Muños Marín International Airport P3, is a 40 year concession that grants AAH the right to operate, manage, maintain, develop and rehabilitate the airport. The agreement was closed in February 2013, and included an upfront fee of $615 million through $350 million in investment-grade bonds and $265 million in equity provided by AAH that will be compensated though airport revenues which included landing fees, parking fees, passenger fees, commercial revenues, and other space rentals. The P3 Authority will use $491 million of the $615 million initial payment to pay down loans and loan guarantees from the Government Development Bank for Puerto Rico.

AAH will make annual concession payments of $2.5 million to the P3 Authority during the first five years, five percent of gross revenues over the next 25 years, and 10 percent of gross revenues for the remaining years. The deal also requires AAH to invest $1.4 billion in capital improvements in during the concession, including $200 million in the first five years. Risk Allocation

SJUs the only commercial service airport operating under private management after privatization under the APPP. Contrary to other P3s and privatization arrangements, SJU represents a 40-year long term leasing arrangement. However, the agreement did not permit the P3 Authority to sell the airport to AAH.

Under this arrangement, AAH will assume full responsibilities of the airport’s management and operations including all expenses incurred. The airport handles an estimated 8.5 million passengers a year, with an average passenger spending $2.70 when transiting flights.

The privatization has occurred at a time when the Commonwealth of Puerto Rico is struggling with a seven-year economic downturn, lower than projected general government revenues, high debt levels, and a severely underfunded pension system. Furthermore, the PRPA’s total expenses exceeded total revenues for the fiscal years 2010 and 2011. The P3 agreement between AAH and the PRPA allows the Commonwealth of Puerto Rico to shift all expenses related to the operation and management of SJU to the concessionaire. The PRPA is also expected to receive $552.5 million over the 40-year lifespan of the concession in addition to the original $615 million initial payment. The revenue stream will allow the Commonwealth to lower its debt levels. The available private capital resources will also be used for the much needed renovation of the airport. As a requirement for performance and risk maintenance, the PRPA is forbidden to use airport revenue from other regional airports to compensate AAH. It must also submit an annual performance to the Government Development Bank for Puerto Rico on its regional airports, and a final report of its transition plan on the 35th year of the concession.

Future Outlook

As CEO of Aerostar Airport Holdings, Agustin Arellano stated, “many of the airport’s efficiencies are gained through improving technology, and implanting modern business practices and infrastructure improvements.” AAH has already been underway in the airport’s capital-improving projects. It has made several necessary cosmetic and structural renovations including a $350,000 landscape project, $450,000 for boarding bridges, $250,000 on lighting, $300,000 on escalators, $600,000 on energy infrastructure, and $450,000 on free Wi-Fi access. Aerostar has also invested $3.5 million on improving the airport’s parking lots.

AAH’s privatization efforts have extended into the local economy and public outreach. As of October 2013, AAH created 225 direct and 475 indirect jobs. Recent estimates report as many as 1,500 created direct and indirect jobs.

As mentioned previously, SJU is the only commercial service airport operating under private management. The project has successfully undergone its privatized transition and is currently on schedule to complete its second phase of renovation. The first phase, lasting from September 2013 to July 2014, remodeled Terminals A and D which housed American Airlines and Jet Blue. The second phase, lasting from November 2013 to December 2014, involves the remodeling of Terminal B, which is occupied by Delta, US Airways, and United. The Terminal will have a new screening point between Terminal B and C. The third phase, lasting from January 2015 to December 2015 will see Terminal C closed, with Terminal B brought into activation, and the construction of a connecter between Terminals B and C to D. AAH remains committed to its $1.4 billion capital-infrastructure plan and as a leading model of a successfully privatized airport in operation.

Discussion Questions
1) What were the reasons for Puerto Rico to consider the airport privatization aside from trying to reduce the debt of the Port Authority? Would this have been a good candidate for a P3 otherwise?

2) Given Puerto Rico’s recent major financial problems and the fact that Moody’s recently changed Aerostar’s rating outlook to negative, do you think that future P3s can be successful within the Commonwealth?

3) Do you think that the decision to continually reduce the number of bidders (from twelve to six to two) ultimately made the process more or less competitive?

4) Was Governor Alejandro Garcia Padilla responsible for approving the agreement given that the majority of its negotiations occurred under his predecessor's administration?

5) In your opinion, why has there been only one privatized airport (lasting from March 2000 - October 2007) since the initiation of the FAA's privatization pilot program? Do you believe that San Juan's airport will be the main model for future P3s in the aviation industry? And if so, what characteristics of the partnership between the PRPA and AAH will make this a long-lasting example?

Additional Readings
1) Puerto Rico Public-Private Partnerships Authority Website: http://www.app.gobierno.pr/?page_id=960&lang=en

2) Airport Pilot Privatization Program: http://www.faa.gov/airports/airport_compliance/privatization/ and http://www.abiaxair.com/wala2014/pdf/SESSION_13-31_Varlin_Vissepo_Munoz.pdf

3) Final Application to the FAA for the Long-Term Lease of the Luis Munoz Marin International Airport: http://www.regulations.gov/#!documentDetail;D=FAA-2009-1144-0286

4) Public Perception of the Project: http://newsismybusiness.com/puerto-rico-airport-p3-draws-many-comments-online/

5) Recent Project Updates: http://www.usatoday.com/story/todayinthesky/2014/07/02/puerto-ricos-san-juan-airport-to-unveil-200m-renovations/11943569/

6) Lease Agreement: http://www.app.gobierno.pr/wp-content/uploads/2012/07/Lease-Agreement-7-5-20122.pdf