TURKISH PPP EXPERIENCE And A Milestone Project: Strait Road Tube Crossing Emre AYKAR President – CICA (Confederation of International Contractors’ Association), Vice President – TCA (Turkish Contractors’ Association) Partner, Member of the Board – Yapı Merkezi

September 2, 2015 – Kuwait City Turkish PPP Experience

Contents

1. A General Outlook to Turkish PPP Experience with Reference to Major Ongoing PPP Projects

2. Presentation of Istanbul Strait Road Tube Crossing (The Eurasia ) Project

3. Final Remarks

September 2, 2015 – Kuwait City Main Idea of the Presentation

How to transform a desirable project on a government wish list to an attractive investment opportunity for potential private sector partner?

September 2, 2015 – Kuwait City A General Outlook to Turkish PPP Experience with Reference to Major Ongoing PPP Projects

September 2, 2015 – Kuwait City A General Outlook to Turkish PPP Experience

Macroeconomic Outlook of in 2014

Population 76,9 Mil. Annual Pop. Growth 1,3% GDP USD 800 Bil. GDP Growth Rate 2,9% GDP Per Capita USD 10.404 Unemployment Rate 9,48% Inflation Rate 8,17% Exports USD 157,6 Bil. Imports USD 242,2 Bil. Current Account (% of GDP) -5,7% Public Debt (% of GDP) 33,1% Foreign Direct Investment USD 12,5 Bil. Number of Tourists 37 Mil.

September 2, 2015 – Kuwait City A General Outlook to Turkish PPP Experience

Vast Investment Needs

Transportation Energy Education

Healthcare Defense Housing

September 2, 2015 – Kuwait City A General Outlook to Turkish PPP Experience

GDP Growth and GDP Per Capita in Turkey

GDP Growth and GDP per capita in Turkey

10,00 9,20 12.000 8,80 8,40 10.822 8,00 10.444 10.428 10.459 10.404 6,90 10.003 10.000 9.247 6,00 4,70 8.561 4,20 8.000 4,00 7.597 7.036 2,90 2,10 2,00 6.000 0,70

- ($) PER GDP CAPITA

GDP GROWTH RATE (%) RATE GROWTH GDP 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 4.000

-2,00

2.000 -4,00

-4,80 -6,00 - YEARS

GDP Growth Rate (%) GDP Per Capita ($)

September 2, 2015 – Kuwait City A General Outlook to Turkish PPP Experience

Turkey’s Fiscal Position is Supportive

4,5 120 111,1

4 3,9

100

3,5 89,1

3 Maastricht Criteria: 3% 3 80

2,5 Maastricht Criteria: 60%

2,1 60 GDP GDP (%,2014)

2 -

to -

1,5 Debt 40,1 40 Budget Deficit BudgetDeficit GDP to (%,2014) 33,1

1 0,8

20 0,5

0 OECD EU -28 Emerging Markets Turkey 0 OECD EU -28 Emerging Markets Turkey

September 2, 2015 – Kuwait City A General Outlook to Turkish PPP Experience

But Fiscal Space Has Its Limits

• Public investment is limited by budgetary resources

• Or limited by a politically painful set of options:

 Raise taxes  Cut Spending  Borrowing

September 2, 2015 – Kuwait City A General Outlook to Turkish PPP Experience

Turkish Government Has a Positive Approach for PPP’s • Financial Benefits Substantial Increase in FDI levels Efficient utilization of International Bank and Capital Markets

• Macroeconomical Benefits Creating new focused sectors /higher employment and new brand names

• Central Budget Benefits Easing the financial burden in central budget (Off-balance sheet) Thus improving sovereign debt and credit ratings

• Fair share / usage of infrastructures Projects are funded / paid for by the real end-users

• Feasibility / Project Realization Benefits The Government can focus, assign and direct funds to other more social projects No cost overruns / No time overruns / higher service life quality)

September 2, 2015 – Kuwait City A General Outlook to Turkish PPP Experience

PPP Implementation in Turkey

PPP Model Sectors Involved

Build-Operate-Transfer Energy, Airports, Ports

Transfer of Operating Rights Energy (HEPP), Highways, Bridges, Ports

Build-Lease-Transfer Healthcare

Build-Operate (At the begining Energy years of PPP Implementation)

September 2, 2015 – Kuwait City A General Outlook to Turkish PPP Experience

PPP Implementation in Turkey Project in Operation Project in Financial Total Close/Construction

Project Number 153 30 183

Project Value USD 40 bln USD 62 bln USD 102 bln

Some of the Main PPP Types Qty. Sectors Involved

Build-Operate-Transfer 98 Energy, Airports, Ports

Transfer of Operating Rights 69 Energy (HEPP), Highways, Bridges, Ports

Build-Lease-Transfer 11 Healthcare

Other 5 Various

September 2, 2015 – Kuwait City A General Outlook to Turkish PPP Experience

PPP Implementation in Turkey

Projects Project Value

Energy USD 21.5 Bil.

Airports USD 56.6 Bil.

Motorways USD 11.5 Bil.

Harbor USD 2.0 Bil.

Marina USD 1.6 Bil.

Healthcare Facilities USD 6.8 Bil.

Industrial Facilities USD 1.3 Bil.

Bordergate USD 0.4 Bil.

Railway USD 0.2 Bil

Total USD 102 Bil.

September 2, 2015 – Kuwait City A General Outlook to Turkish PPP Experience

The Most Succesful PPP Implementation by Sector: Aviation • The number of airports in 2002 was 26. In 2013 this number reached 53

• Out of the 27 newly-built airports, 17 are currently involved in a PPP scheme

• 11 of these airports’ are being realized under a BOT structure and another 6 airports’ operating rights are transferred to Private Sector. 2013 • In 2013, out of the total passengers travelling to domestic destinations 71% travelled through airports operated by Private sector under PPP schemes. The same ratio is 97% for passengers flying international destinations

September 2, 2015 – Kuwait City A General Outlook to Turkish PPP Experience

Major Ongoing PPP Projects in Turkey

The 3rd and the Northern Marmara Motorway Project

Istanbul 3rd Airport

Gebze-Orhangazi-İzmir Motorway Project (Incl. Izmit Bay Crossing and Approach Roads)

Bilkent Integrated Health Campus Project

September 2, 2015 – Kuwait City A General Outlook to Turkish PPP Experience

The 3rd Bosphorus Bridge

• Client: General Directorate of Highways • Investors: IC İçtaş – Astaldi Consortium • Scope: Construction of the 3rd Bosphorus Bridge (1,408m) and 115km motorway. The bridge will have 8 lanes of motorway and 2 lanes of railway at the same level

September 2, 2015 – Kuwait City A General Outlook to Turkish PPP Experience

The 3rd Bosphorus Bridge

• Total Investment Cost: USD 2,5bln • Construction Period: 3 Years • Operation Period: 7 Years and 2 Months o Minimum Revenue Guarantee o Freight Transportation (Rail + Road) will be diverted out of the city limits o To be the longest spanning suspension bridge in the world that has a rail system on it

September 2, 2015 – Kuwait City A General Outlook to Turkish PPP Experience

Istanbul 3rd Airport

• Client: Ministry of Transport, Maritime and Communications • Investors: Cengiz-Kolin-Limak-MAPA-Kalyon Consortium • Scope: Project total area of 76,500,000m2 (6 runways, 6 taxiways, high- speed and connection taxiways, Air traffic, Communications and meteorology systems, other service buildings and systems)

September 2, 2015 – Kuwait City A General Outlook to Turkish PPP Experience

Istanbul 3rd Airport

• Total Investment Cost: EUR 9 bln • Contract Value: EUR 22 bln (excl. VAT) • Construction Period: 5 Years • Operation Period: 25 Years Notes: o The project is to be completed in several phases o At completion the airport’s capacity will be sufficient to service 150,000,000 passengers per year o Istanbul to become a regional and international hub for air passenger traffic o PPP structure is based on many succesfully completed airport concessions in Turkey’s past.

September 2, 2015 – Kuwait City A General Outlook to Turkish PPP Experience

Gebze - Orhangazi - Izmir Highway • Client: General Directorate of Highways • Investors: Nurol-Özaltın-Makyol-Astaldi- Göçay Joint Venture • Scope: The project has total 427km length consisting of 384km motorway and 43km connection roads; Including a suspension bridge (İzmit Bay Crossing Bridge) of about 2,6km in length

September 2, 2015 – Kuwait City A General Outlook toTurkish PPP Experince

Gebze - Orhangazi - Izmir Highway

• Total Investment Cost: EUR 10bln • Construction Period: 7 Years • Operation Period: 15 Years 4 Months • Notes: o The project will reduce travel time from Istanbul to İzmir, two of the main economic centers in Turkey, from 10 hours to 4 hours

o The area across which the project stretches has one third of Turkey’s population and includes the seven most industrialized cities contributing to 45% of GDP

September 2, 2015 – Kuwait City A General Outlook toTurkish PPP Experince

Bilkent Integrated Health Campus

Client: General Directorate of Health Investments Investors: IC İçtaş – Dia Holding fzco Joint Venture Scope: To design, build, finance, maintain and transfer a hospital with a capacity of 3,804 beds. The total area is approx. 1,2M sqm. The project company will provide the facilities management services and other clinical and non-clinical support services over the course of the operating period.

September 2, 2015 – Kuwait City A General Outlook toTurkish PPP Experince

Bilkent Integrated Health Campus • Total Investment Cost: USD 850M • Construction Period: 42 Months • Operation Period: 25 Years • Notes: – Renumeration in availability payments – Strong support from Multilateral Banks and International Finance Institutions

September 2, 2015 – Kuwait City Presentation of a Milestone Project: Istanbul Strait Road Tube Crossing (The Eurasia Tunnel)

September 2, 2015 – Kuwait City Eurasia Tunnel

Location

September 2, 2015 – Kuwait City Eurasia Tunnel

Current Traffic Situation on the Strait Crossings (Bosphorus Bridges)

Bosphorus Bridge - (1st Bridge) Fatih Sultan Mehmet Bridge - (2nd Bridge)

September 2, 2015 – Kuwait City Eurasia Tunnel

Scope • Providing continuous flow of traffic between Asian and European Side of Istanbul in a safe, robust and comfortable fashion. • Significant time savings • Shortest path between Atatürk and Sabiha Gökçen airports • No effect on the “Silhouette of Istanbul” • Net savings in pollutant emissions with reduced travel time – An Environmental Fiendly Project

September 2, 2015 – Kuwait City Eurasia Tunnel

Scope Out of the total 14,6 km Project alignment, underground section (Part 2) section is 5,4 km. TBM section crossing the Bosphorus is 3,4 km while another 2,0 km is constructed using NATM and cut-cover methods. Parts 1 and 3 will be handed over to the Istanbul Metropolitan Municipality and Part 2 will be operated by ATAŞ.

PART 1 PART 2 PART 3

September 2, 2015 – Kuwait City Eurasia Tunnel

Parties

 Administration: T.C. Ulaştırma, Denizcilik ve Haberleşme Bakanlığı (Ministry of Transportation, Maritime and Communication) Altyapı Yatırımları Genel Müdürlüğü (General Directorate of Infrastructure Investments)

 Project Company: Avrasya Tüneli İşletme, İnşaat ve Yatırım

(Eurasia Tunnel Operation, Construction and Investment Inc.)

 EPC Contractor: Yapı Merkezi, SK EC Joint Venture

September 2, 2015 – Kuwait City Eurasia Tunnel

Contractual Framework Administration, Ministry of Transport

Debt Assumption Agreement Concession Implementation Agreement, Contract Direct Minimum Revenue Agreement Guarantee

Sponsors

September 2, 2015 – Kuwait City Eurasia Tunnel

Chronology

September 2, 2015 – Kuwait City Eurasia Tunnel

Project Sponsors – Yapı Merkezi

Dubai Metro

Haramain High Speed Railway Madinah station

September 2, 2015 – Kuwait City Eurasia Tunnel

Project Sponsors – Yapı Merkezi

Ethiopia Awash – Kombolcha – Hara Gebaya R.

Four Seasons Hotel Ankara Konya High Speed Railway

September 2, 2015 – Kuwait City Eurasia Tunnel

Project Sponsors – Yapı Merkezi

Algeria Bir Touta – Zeralda Railway

Casablanca Tramway QATAR METRO

September 2, 2015 – Kuwait City Eurasia Tunnel

Project Sponsors – SK E&C

RPMAA Rafinery Complex, Kuweit

SK Telecok T-Tower, Seul Korea Kapsarc R&C Complex, S. Arabia

September 2, 2015 – Kuwait City Eurasia Tunnel

Project Sponsors – SK E&C

Incheon Bridge, Korea

Yeosu Crude Oil Underground Storage, Korea S Trenue Tower, Seul Korea

September 2, 2015 – Kuwait City Eurasia Tunnel

International Stakeholders and Consultants

. Design Leader: Parsons Brinckerhoff (USA) . Design Verification: HNTB (USA) . Technical Due Diligence: ARUP (UK) . Traffic Studies: Jacobs (USA) and ARUP (UK) . Insurance Advisors: Marsh, JLT . Lead Re-insurers: Münich Re, Swiss Re . Tunnel Operation: EGIS (France) . Geotechnical Studies: Fugro (Netherlands) . TBM Supplier: Herrenknecht (Germany) . Environmental Consultant: ERM (Germany) . Financial Adviser: Unicredit . Legal Advisers: Clifford Chance, Skadden, Fidan&Fidan, HBO

September 2, 2015 – Kuwait City Eurasia Tunnel

Cross Section

September 2, 2015 – Kuwait City Eurasia Tunnel

Cross Section

Precast Segment Lining(t=600mm)

Upper Roadway Deck (Cast in Situ) Upper Corbel

Lower Roadway Lower Corbel Deck (Precast) Utility Gallery

600 12.000 600

13.200

September 2, 2015 – Kuwait City Eurasia Tunnel

Geological Conditions

• Strait was formed by historic tectonic forces, leaving the Trakya Sandstone bedrock folded, faulted, intruded, intensely fractured and weathered. • Soft ground is alluvial deposits that have in-filled a past channel in the bedrock. Alluvial deposits range from coarse-grained soils (gravels and sands) to fine-grained soils (silts and clays) and can vary both vertically and laterally as a result of depositional history. TBM tunnel passes through mostly silty fine sand and some clay and sandy clay layers.

September 2, 2015 – Kuwait City Eurasia Tunnel

Seismic Provisions

European Side Asian Side

Seismic Couplings Due to potential differential movement of rock mass and soft soils seismic connections are provided in the transition zones. These special connections provide for elastic behavior up to 70 mm of differential movement.

European portal area is elevated from sea level to provide for potential Tsunami waves.

September 2, 2015 – Kuwait City Eurasia Tunnel

Assembly of the Tunnel Boring Machine

September 2, 2015 – Kuwait City Eurasia Tunnel

Assembly of the Tunnel Boring Machine

September 2, 2015 – Kuwait City Eurasia Tunnel

Excavation Pit

September 2, 2015 – Kuwait City Eurasia Tunnel

Tunnel Boring Machine at Work

September 2, 2015 – Kuwait City Eurasia Tunnel

Segment Stock and Delivering

September 2, 2015 – Kuwait City Eurasia Tunnel

Prior to Deck Construction

September 2, 2015 – Kuwait City Eurasia Tunnel

Upper – Deck Formwork

September 2, 2015 – Kuwait City Eurasia Tunnel

After Deck Construction

September 2, 2015 – Kuwait City Eurasia Tunnel

Deck

September 2, 2015 – Kuwait City Eurasia Tunnel

Road Widening

September 2, 2015 – Kuwait City Eurasia Tunnel

Crossing

September 2, 2015 – Kuwait City Eurasia Tunnel

ATB

September 2, 2015 – Kuwait City Eurasia Tunnel

ETB

September 2, 2015 – Kuwait City Eurasia Tunnel

NATM

September 2, 2015 – Kuwait City Eurasia Tunnel

Excavation Ceremony

September 2, 2015 – Kuwait City Eurasia Tunnel

Breakthrough Ceremony

September 2, 2015 – Kuwait City Eurasia Tunnel

Breakthrough Ceremony

September 2, 2015 – Kuwait City Eurasia Tunnel

Investment Summary Item Cost (USD)

EPC Costs: 814,000,000

Development and Admin: 115,000,000

Financial Costs: 81,000,000

Interest During Investment: 178,000,000

Reserves and Contingency: 57,000,000

TOTAL INVESTMENT COST 1,245,000,000

Equity (22.9%) 285,000,000

Senior Loans (77.1%) 960,000,000

September 2, 2015 – Kuwait City Eurasia Tunnel

Investment Summary

Type of Facility Amount Extended (USD)

All facilities’ terms are 18 years

Direct Facilities (EIB, EBRD, KEXIM): 550,000,000

Facilities under Export Insurances: 210,000,000

Facilities Guaranteed by Turkish 200,000,000

Banks (funded by EIB):

Total Credits: 960,000,000

September 2, 2015 – Kuwait City Eurasia Tunnel

Financial Institutions Involved

 Multilateral Institutions: . European Investment Bank . European Bank for Reconstruction and Development  Export Insurance Providers: . Korean Exim Bank . Korean Export Insurance Agency (K-Sure)  Commercial Banks: . Standard Chartered Bank . Sumitomo Mitsui Banking Corporation . Mizuho Bank . Garanti Bankası . Türkiye İş Bankası . Yapı Kredi Bankası . Deutsche Bank

September 2, 2015 – Kuwait City Eurasia Tunnel

Legal Framework Development

 Development and updating of City Plans . Approvals from Protection Councils and other authorities . Creation of City Plans . Updating of Existing City Plans by Municipalities

 Development of Debt Assumption Agreement (between Lenders and Turkish Treasury)

 Development of Direct Agreement (between Lenders and Ministry of Transportation)

 Development of Cooperation Protocol

(between Ministry of Transportation, Istanbul Metropolitan Municipality, Turkish National Police and Turkish Highway Authority)

September 2, 2015 – Kuwait City Eurasia Tunnel

International Project Financing Awards

 Euromoney – Europe’s Best Project Finance Deal

 EMEAFinance – Best PPP Project Deal

 Infrastructure Journal – Best Innovative Deal

 Thomson Reuters PFI – Best Infrastructure Deal

 EBRD Annual Mtg 2015– Environmental & Social Best Practice Award

September 2, 2015 – Kuwait City Eurasia Tunnel

Eurasia Tunnel Highligts

Eurasia Tunnel PPP Project is a succesful pioneer and milestone project for Turkey;

• Succesful implementation of new regulations for the first time such as; Step-in Mechanism, Debt Assumption, Risk Events, Direct Agreements, MRG • Longest tenor and preferential terms for loans • Increased FDI and support from multilaterals after 2008 Financial Crisis • Technically challenging project connecting two continents, involving many reputable international stakeholders • Reached Financial Closing with full support of the Government

September 2, 2015 – Kuwait City Eurasia Tunnel

Final Remarks

September 2, 2015 – Kuwait City Final Remarks

Final Remarks - Turkey • In Turkey, the succcesful experience and know-how gained through previously completed PPP projects have contributed to the current mature PPP sector with solid legal, administrative and financial framework.

• Well-prepared projects, with increased bankability as a result of the administrative, legislative and structural support from the Turkish Government, are attracting local and international Investors to Turkish Infrastructure PPP Market.

• Since the first succesful implementations of PPP’s in Turkey, this framework has been and will continue to be, the solution for ensuring succesful financing of infrastructure investments in Turkey and further support Turkey’s developmental goals.

• Over the last decade Turkey’s robust PPP market has been able to grasp this direct investment opportunity and used this opportunity as a tool to finance its developmental goals by implementing many PPP projects.

September 2, 2015 – Kuwait City Final Remarks

Final Remarks – Global Outlook

• Until 2030, a total financing of 57 trillion USD will be needed for various infrastructure investments around the world. The total world GDP is around 77 trillion USD whereas the total sovereign infrastructure investments are only appr. % 4 of this amount (around 3 trillion USD) • With such huge infrastructure investment needs and insufficient sovereign funds, the Private Sector has to increase its participation in the global infrastructure investments. • Private Sector’s involvement has also a huge relieving effect on the already debt-heavy sovereign balance sheets; there is always a substantial private equity investment and some PPP’s are even structured «user focused / fair» so that the investments are paid by the real «end-users» as opposed to sovereign borrowing where all tax-payers have to contribute for such an investment. • Currently there is a global understanding that, the heavily debted public finances have triggered a worldwide influx of Private Capital Investments. The Private Investment Capital that has been steadily accumulating over the years, is now ready to invest in feasible projects for long-term, low-risk, inflation-protected returns that are better insulated against economic cycles. • Institutions like International PPP Center of Excellence under UNECE’s leadership are perfect knowledge and training centers to identify and manage all aspects of well-prepared infrastructure projects and they also ensure succesful implementation of Global Developmental Goals through PPP projects.

September 2, 2015 – Kuwait City «I wish you many successful PPP projects in your countries!»

THANK YOU FOR YOUR ATTENTION Emre AYKAR [email protected]