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Mobilinx Hurontario General Partnership Presale: Mobilinx Hurontario General Partnership September 26, 2019 Credit Ratings PRIMARY CREDIT ANALYST Anubhav Arora Ratings List Toronto + 1 (416) 507 3219 Preliminary Ratings Assigned anubhav.arora C$122.98 million series A senior secured bonds due May 31, 2039 BBB+/Stable @spglobal.com SECONDARY CONTACT C$139.79 million series B senior secured bonds due May 31, 2054 BBB+/Stable Dhaval R Shah This presale report is based on information as of Sept. 25, 2019. The ratings shown are preliminary. This report does not constitute a recommendation to buy, hold, or sell securities. Subsequent information may result in the assignment of final ratings that differ from the Toronto preliminary ratings. (1) 416-507-3272 dhaval.shah @spglobal.com Project Description Mobilinx Hurontario General Partnership (Mobilinx or the project) will design, build, finance, operate, maintain, and rehabilitate the Hurontario Light Rail Transit (LRT) Project in Mississauga and Brampton, Ontario. The concession provider, Infrastructure Ontario (IO), along with Metrolinx (collectively, the contracting authority, or CA), is a crown agent of Province of Ontario. The Hurontario Light Rail Transit Project is a public-private partnership (P3) project and its construction scope includes: - A 18 km double track light rail transit line from the Port Credit GO station in Mississauga to the Gateway Terminal in Brampton, running along a semi-exclusive at-grade guideway in the center of Hurontario street; - 18 at-grade stops and one below-grade station at Port Credit; - The supply of 28 light rail vehicles (LRV) as well as system integration and testing; - An Operations, Maintenance, and Storage Facility (OMSF) building to be located at Hurontario Street and Hwy 407; - 15 traction power supply substations, an overhead catenary system, a signaling and train control system, and one operational control center located at the OMSF; and - Additional third-party infrastructure that will allow Mobilinx to accommodate the project within the corridor. This includes new municipal, utility, rail facility, bus and rail infrastructure, all of which will be handed back to the applicable third party upon completion. www.standardandpoors.com September 26, 2019 1 © S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer 2308021 on the last page. Presale: Mobilinx Hurontario General Partnership Mobilinx proposes to raise C$122.98 million in medium-term bonds and C$139.79 million in long-term bonds. It will also use a C$487.29 million senior construction facility during construction (not rated). The proceeds, along with other key sources of funds (including C$56.54 million of equity, C$1,204.5 million of construction period progress payments, and C$604.89 million of substantial completion payment) will fund the design and construction of a C$2.62 billion project over an estimated construction period of 59 months. The senior credit facility will be repaid on substantial completion by utilization of the substantial completion payment and equity (the equity is to be backed by letters of credit prior to this contribution date). The medium-term bonds and long-term bonds amortize by May 2039 and May 2054, respectively. Following the construction period, Mobilinx will be responsible for the operations, maintenance, and rehabilitation (OMR) of the LRT system, infrastructure (excluding additional third-party infrastructure) and the 28 vehicles, for a period of 30 years. www.standardandpoors.com September 26, 2019 2 © S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer 2308021 on the last page. Presale: Mobilinx Hurontario General Partnership Overall Illustrative Project Plan www.standardandpoors.com September 26, 2019 3 © S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer 2308021 on the last page. Presale: Mobilinx Hurontario General Partnership Project Diagram Mobilinx is owned by John Laing Investment Limited (35%), Salini-Impregilo S.p.A. (21%), Astaldi Canada Enterprise Inc. (14%), Hitachi Rail STS S.p.A. (20%), Amico Project Holdings Ltd (5%), and Transdev North America Inc. (5%). Mobilinx has effectively passed down its entire design-build (DB) obligations and the majority of OMR risk (excluding a small portion of project-retained lifecycle obligations) through the concession under a fixed-price, date-certain DB contract and OMR contract, respectively. The construction contract for C$1.92 billion is with a joint venture comprising Salini-Impregilo Civil Works Inc (30%), Hitachi Rail STS Canada Inc. (30%), Astaldi Canada Design & Construction Inc. (20%), Amico Infrastructures Inc. (15%), and BOT Infrastructure Ltd. (5%). The construction period is about 4.93 years with substantial completion expected in Sept. 2024. During the construction www.standardandpoors.com September 26, 2019 4 © S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer 2308021 on the last page. Presale: Mobilinx Hurontario General Partnership phase, the project will rely on private capital for the initial 25% of the total capital cost and then it will receive progress payments from CA covering 85% of the monthly construction cost. It will also receive a substantial completion payment. The substantial completion payment will be sized to reduce the amount of private capital invested to no less than 15% of the total capital cost. As per the concession agreement, the construction contractor will enter into a LRV contract with Alstom Transport Canada Inc. Alstom is the LRV manufacturer appointed by the contracting authority. The OMR contract is with a corporation with the following shareholders: Transdev Services (Canada) Inc. (60%), Hitachi Rail STS S.p.A. (20%), Salini-Impregilo S.p.A (12%) and Astaldi Canada Enterprises Inc. (8%), with the exception of some lifecycle that is excluded (works needed to meet the handback requirements of some structural elements, as well as the risks of latent defects related to some specific assets including foundations and structures after expiry of the latent defects period). The project will rely on monthly service payments (subject to performance deductions) to repay the debt over 30 years through the final bond maturity in May 2054 (about three months prior to concession expiry in Sept 2054). While Astaldi S.p.A, which is currently undergoing a concordato process (creditor protection process) in Italy, is involved in the project, we believe that it's current financial situation will not impact the project (refer to the Transaction Structure section for details). Table 1 Transaction Summary Key Participants Project Company/Debt Mobilinx Hurontario General Partnership Issuer Concession Ontario Infrastructure and Lands Corporation and Metrolinx (Contracting Authority) Provider/Owner Equity Sponsor(s) John Laing Investment Limited (35%) Salini-Impregilo S.p.A. (21%) Astaldi Canada Enterprise Inc.(14%) Hitachi Rail STS S.p.A. (20%) Amico Projects Holdings Limited (5%) Transdev North America Inc. (5%) Design Lead IBI Group Financial Advisor National Bank Financial HSBC Trustee/Collateral AST Trust Company (Canada) Agent Account Bank National Bank of Canada Lenders Technical LeighFisher Canada Inc. Advisor Key Features Sector Transportation Project Description The Hurontario LRT will be 18 kms, running from the Port Credit GO station in Mississauga to the Brampton Gateway Terminal in southern Brampton, including service to the transit hub at Missisauga City Center. Mobilinx is responsible for design, build, finance, operate and maintain the project. www.standardandpoors.com September 26, 2019 5 © S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimer 2308021 on the last page. Presale: Mobilinx Hurontario General Partnership Table 1 Transaction Summary (cont.) Revenue Availability-based payments Bankruptcy Remote Yes Security Collateral Perfected first-priority security interest in all real, personal, tangible, and intangible assets, all material accounts and contracts, permits and approvals, and the general partners' interest in the project. Key Milestones Financial Close Oct. 21, 2019 Scheduled Substantial Sept. 24, 2024 (59 months) Completion Date Outside Date (Longstop Sept. 24, 2025 Date) Lender’s Longstop Date 3 months prior to project longstop date Concession Expiry Date 30 years after substantial completion (Sept. 24, 2054) Construction Period Construction Period 4.93 years Length DB Contractor Salini-Impregilo Civil Works Inc (30%) (Construction Contractor) Hitachi Rail STS Canada Inc. (30%) Astaldi Canada Design & Construction Inc. (20%) Amico Infrastructures Inc. (15%) BOT Infrastructure Ltd. (5%) DB Guarantors (Joint & Salini-Impregilo S.p.A. Several) Astaldi S.p.A. Hitachi Ltd. (The guarantee will shift to Hitachi Rail STS S.p.A. post expiry of Warranty Period) Amico Operations Holdings Limited S. BOT & Sons Enterprise Limited DB contract price C$1.92 Billion Liability Cap 35% of DB price Security (Demand Sized at 3.7% of the construction contractor price in form of Demand Bonds. It will increase to 5% Bonds) of the contract price if, at any time, either Hitachi Ltd. is downgraded to a rating of A- or lower by S&P Global or the Technical Advisor is of the reasonable
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