Fitch Expects to Rate LaGuardia Special Facility Revs 'BBB'; Outlook Stable

NEW YORK--()--Fitch Ratings expects to rate $2.5 billion in special facilities bonds, series 2016A, 2016B, and 2016C, being issued by New York Transportation Development Corporation on behalf of LaGuardia Gateway Partners LLC (LGP) 'BBB' with a Stable Outlook.

The expected rating reflects the favorable demand characteristics, and critical services provided by, New York City's LaGuardia Airport's Terminal B facility. A strong air trade service area, positive historical traffic utilization and constrained airport land capacity support the view of resilient commercial passenger usage, although competition from other terminals within LaGuardia and nearby airports remains. Forecasts indicate rising but relatively competitive airline costs although most will be recoverable from airline carriers. The economic strength of the Terminal B project supports higher than average initial leverage for the investment grade level at 13x, while anticipated debt service coverage ratios (DSCR) in the 1.4x-1.5x range are consistent with the 'BBB' rating.

Maintaining a sound level of DSCR and manageable leverage metrics over the lease term will be dependent on an improvement in terminal concession revenues; however, this assumption is reasonable given the expectation of facility improvements to promote retail spending from passengers. The complexity of the terminal redevelopment project from a construction execution and cost perspective is an inherent risk although Fitch believes this to be adequately mitigated through both the experience of the design-build joint venture and the security package. The project compares favorably to its closest peers which are other single terminal facilities in the New York market (JFK IAT - 'BBB'/Outlook Stable; and TOGA - 'A-'/Outlook Stable). New Terminal B will have a similar operating scale to JFK IAT (double that of TOGA), while TOGA benefits from contractually-sound joint-and-several payment obligations from major carriers.

KEY RATING DRIVERS

Experienced Contactors; Adequate Security: The LGP team benefits from two experienced contractors (Skanska USA Civil Northeast Inc./Skanska USA Building Inc., and Walsh Construction Company II LLC), with both global and local experience directly relevant to the project, whose credit quality does not constrain the project rating. The security package features a fixed-price, lump sum, date-certain contract with parent guarantees, adequate liquid security in the form of a 6.5% letter of credit and built-in contingencies estimated to be 7.5%. LGP's design and construction plan is fully developed, and includes detailed cost estimates and an adequate liquidated damages provision with a maximum of 8%. These elements provide sufficient protection to weather construction cash-flow stress scenarios due to delays or a contractor replacement. Completion Risk: Midrange

Stable Traffic Profile: The closest of the major New York airports to Manhattan, LaGuardia Airport has a proven, stable operating history, and serves roughly one third of domestic passenger traffic in the region. LaGuardia served 28.4 million passengers in 2015, up 5.5% from a year prior, and growing 3.5% on a compound annual average basis over the last five years. The existing Terminal B handled roughly 50% of this traffic, with a diverse mix of carriers. Competition risk is mitigated by the proximity of LaGuardia to the city center and the capacity constrained nature of the New York air travel market as well as high demand for slots at the airport. Revenue Risk - Volume: Stronger

Uncertain Cost Recovery Framework: The existing airline use agreements have been agreed to be extended through the construction period but some degree of uncertainty exists regarding cost recovery terms following project completion. Still, airline payments are expected to provide considerable stability, accounting for 80%-85% of pledged revenues to the extent a commercial compensatory or resolution tariff based approach is implemented with the carriers. In Fitch's rating case, project-based airline cost per enplanement (CPE) (including airline specific costs such as clubroom rentals and tenant finishes)is estimated to rise over $30 post-completion but will still be competitive to those estimated at other New York airports. Revenue Risk - Price: Midrange

Detailed O&M and Lifecycle Plan: Fitch believes the lease agreement and the implementation plan from LGP to be comprehensive in nature to manage operations and ongoing renewal works. Further, handback provisions are well structured including a five-year look forward funding provision at 115% of the handback reserve requirement. Infrastructure Development & Renewal Risk - Stronger

Strong Covenants Offset Escalating Structure: The proposed financing structure has conservative features including a fixed interest rate for all borrowing, a sound rate covenant test at 1.25x, equity distribution lockup at 1.20x, adequate operating reserve balances, and a cash-funded, six-month debt service reserve fund to be built up over the construction period. Some structural risks remain as debt service payments are scheduled to rise over the lease term and therefore require ongoing revenue growth. The contemplated delayed draw structure introduces some funding complexity, but this is mitigated by structural protections such as minimum 'A-' rating for eligible purchasers, restriction on transfer of the obligations until draw, and an initial notional draw at financial close. Debt Structure - Stronger

Elevated Initial Leverage: Initial leverage is elevated at approximately 13x on a net debt to cash flow available to debt service (CFADS) basis in the first fully operational year but is expected to evolve downward through growth in airline and non-airline revenues. Under all Fitch reviewed scenarios, the debt burden is offset by a stable DSCR range in both the Fitch's Base Case (1.45x-1.49x) and Rating Case (1.35x-1.44x). Project construction liquidity is adequate and will be provided through an initial working capital reserve.

Peer Group: The nearest comparable peers to LGP are JFK's Terminal One Group Association, LP (TOGA; rated 'A-'/Outlook Stable) and JFK's International Air Terminal (JFK IAT or Terminal 4, rated 'BBB'/Outlook Positive), which operate under similarly unique business models as LGP, albeit without completion risk. Furthermore, LGP's peers compete for New York international travel while LGP is focused on nearly only domestic travel. LGP is more levered than its peers but less single-carrier concentrated relative to JFK IAT. LGP and JFK IAT share similar, large-scale operations, which are double those of TOGA, while TOGA's rating reflects a contractually-sound payment obligation from four major carriers on a joint-and-several basis.

RATING SENSITIVITIES

Negative: Substantial cost overruns, delays during construction or poor operational performance.

Negative: Cost recovery methodology terms that generate reduced airline cost recovery contributions following project completion.

Negative/Positive: Changes in traffic volumes, non-aeronautical spending levels that deviate significantly from current forecasts.

Positive: Completion of essential elements of the overall project allowing for realization of its associated revenue stream.

SUMMARY OF CREDIT

The $4 billion overall LaGuardia Terminal B Replacement Project consists of a new central terminal to be constructed in phases over a 74 month period. Contract price for the P3 scope of the project is $2.8 billion, with an additional $1.2 billion for the New Improvements and Central Hall elements, being funded by the Port Authority. Total funding for the P3 scope of the project is $4 billion. The equity contribution to the project is $200 million, to be committed by Vantage Airport Group (New York) Ltd. (33.33%), Skanska Infrastructure Development (33.33%), and Meridiam Infrastructure North America (33.33%) The P3 scope of the project also benefits from $1 billion in phased Port Authority funding expected to be funded with PFCs or other funding.

Through the lease period that will run through 2050, LGP is also responsible for the construction of new improvements (to be constructed by LGP but funded by PANYNJ) and the Central Hall (to be designed/built/operated/maintained by LGP but with construction, operation and maintenance funded by PANYNJ). The operating period is expected to be 34.6 years, including the phased-in construction period, with the new headhouse expected to open in 2020.

Construction will be undertaken by a DBJV consisting of Skanska USA Building Inc., Skanska USA Civil Northeast Inc. and Walsh Construction Company II, LLC. The construction work required is complex but within the experience of LGP's design-build team members. Both Skanska AB and Walsh Group Ltd. will act as guarantors for the construction project on a joint and several basis. Additionally, WSP Parsons Brinkerhoff provides strong expertise on the design elements of the project. In Fitch's view, a detailed schedule and construction plan has been developed in order to help mitigate potential construction delays. Fitch notes the potential for overlapping projects, both with regards to the Central Hall and the future development of terminals C and D by Delta, could cause some challenges during the construction period.

The security package is sufficient for the rating and includes joint-and-several parent company guarantees from Skanska and Walsh based on the current contract price (including the New Improvements and the Central Hall) (approximately $1.6 billion or 40% of the contract price, stepping down to $1.2 billion or 30% of the contract price later in the construction term after the completion of the headhouse); letter of credit in the initial amount of 6.5% of such contact price, with a step-down to a 3.5% level later in the construction term. Fitch reviewed contractor replacement scenarios and believes there to be adequate security coverage through liquid security and overall third party protections.

In Fitch's view the revenue stream during the operating period is both stable and provides for healthy coverage levels. Approximately 80% of project revenue is expected to come from airline terminal fees with the remaining 20% from commercial concessions. Compared to the existing terminal facility, the project is reasonably expected to produce measurable increases to commercial revenue given the 135% increase of commercial space, with a substantial majority post-security.

Airline agreements for existing Terminal B facilities had previously expired in December 2015 but are operating under agreed upon extensions for six years, retroactive to Jan. 1, 2016. During this period, only modest increases of 2%-3% per year in airline revenues are expected. A new Terminal B airline use agreement is currently being negotiated with the carriers, contemplating a commercial compensatory approach for rentable terminal space as well as terminal apron rate to recover associated costs. No certainty exists at time of project financial close for this outcome. However, Fitch believes that LGP can still apply rate setting approaches, such as rates by tariff, to generate sufficient airline receipts. In Fitch's view, the resulting airline costs will not be an economic barrier for carrier retention at a highly desirable air trade service area.

In Fitch's view, the financing structure has conservative features and security provisions. The debt component is comprised of up to approximately $2.35 billion in tax exempt AMT bonds; up to approximately $150 million in taxable bonds; and up to $500 million in taxable delayed draw private placement bonds, for a total debt package of approximately $2.5 billion. While the delayed draw structure, if utilized, introduces some complexity to the structure, Fitch views this risk as being mitigated by provisions such as minimum credit rating thresholds of 'A-' or better for eligible purchasers; limits on transferring obligations until the bonds are drawn; and the presence of a nominal initial draw at financial close.

The sponsor-provided financial model contemplates DSCRs no less than 1.45x and that average 1.48x. Nominal CPE in the sponsor case is approximately $28-$29 in 2023, including airline specific costs such as clubroom rentals and tenant finishes. Fitch viewed the assumptions behind this scenario (0.9% average enplanement growth, 2.6% aero revenue growth post completion, 3.0% non-aero revenue growth, and 2.8% operating cost growth) as reasonable, and adopted this scenario as its base case.

Fitch's rating case considered combined downside scenarios including a 5% reduced traffic growth and concession revenues, a 10% increase in O&M and lifecycle costs, and a 1% decrease in inflation. The rating case results in a minimum DSCR of 1.35x and an average of 1.40x, with CPE slightly higher at approximately $29-$30 in 2023. The sponsor provided model indicates the financial structure can withstand several downside scenarios, including 0% enplanement growth from 2016 levels; a one year delay in construction applied at each DBO date; and a scenario where airline rates are charged by tariff such that rates are set to achieve the 1.25x rate covenant. Fitch notes that in both its base and rating cases, aeronautical revenues alone are sufficient to cover debt service obligations on a sum sufficient basis in most years.

Additional information is available on www.fitchratings.com

Applicable Criteria

Rating Criteria for Airports (pub. 25 Feb 2016)
https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=877676

Rating Criteria for Infrastructure and Project Finance (pub. 28 Sep 2015)
https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=870967

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Contacts

Fitch Ratings
Primary Analyst
Emma Griffith, +1-212-908-9124
Director
Fitch Ratings, Inc.
33 Whitehall Street
New York, NY 10004
or
Secondary Analyst
Casey Cathcart, +1-312-368-3214
Associate Director
or
Committee Chairperson
Saavan Gatfield, +1-212-908-0542
Senior Director
or
Media Relations, New York
Elizabeth Fogerty, +1-212-908-0526
elizabeth.fogerty@fitchratings.com

Contacts

Fitch Ratings
Primary Analyst
Emma Griffith, +1-212-908-9124
Director
Fitch Ratings, Inc.
33 Whitehall Street
New York, NY 10004
or
Secondary Analyst
Casey Cathcart, +1-312-368-3214
Associate Director
or
Committee Chairperson
Saavan Gatfield, +1-212-908-0542
Senior Director
or
Media Relations, New York
Elizabeth Fogerty, +1-212-908-0526
elizabeth.fogerty@fitchratings.com