Shearman & Sterling acted as designated lenders’ and underwriters’ counsel in connection with the financing for the $5.7 billion acquisition of ITR Concession Company LLC (ITRCC), concessionaire and operator under a 75-year concession and lease agreement of a 157-mile (253 km) toll road in northern Indiana. IFM Investors, acting on behalf of IFM Global Infrastructure Fund, as the winning bidder in a bankruptcy auction of ITRCC’s assets, acquired ITRCC with the funds from the financing and will use certain of the funds for capital expenditures in the operation of the toll road. To date, this acquisition is the largest non-recourse project financing for an existing public infrastructure asset.
ITRCC was purchased through a bidding process conducted in connection with ITRCC’s Chapter 11 bankruptcy proceeding and is the largest acquisition of a public infrastructure asset out of bankruptcy. The bidding process was conducted pursuant to a prepackaged plan of reorganization and run by a special committee of the Board of Directors of ITRCC.
The Shearman & Sterling team included partners Gregory Tan (New York-Project Development & Finance), Azam Aziz (New York-Investment Funds), Robert Freedman (New York-Project Development & Finance), Douglas Bartner (New York-Financial Restructuring & Insolvency), Douglas McFadyen (New York-Tax), Paula Anderson (New York-Litigation), Malcolm Montgomery (New York-Real Estate), and Merritt Johnson (New York-Capital Markets); counsel Paul Epstein (New York-Project Development & Finance), Sharon Lippett (New York-Executive Compensation & Employee Benefits), Jeff Salinger (New York-Environmental), and Robert LaRussa (Washington, DC-Litigation); and associates Ayako Adachi (New York-Project Development & Finance), Richard Facundo (New York-Project Development & Finance), Ganaraj Hegde (New York-Corporate), Jackson Murley (New York-Project Development & Finance), Kelly Karapetyan (New York-Antitrust), Katie Butler (New York-Corporate), Laura Mulry (New York-Environmental), Robert Britton (New York-Financial Restructuring & Insolvency), Renae Bothe (New York-Project Development & Finance) and Monica Li (New York-Corporate).