Build America Bureau Restructuring Advisory Services
This is a pre-solicitation notice (synopsis) for a full and open competitive procurement. The USDOT / Federal Highway Administration (FHWA) intends to issue a solicitation to result in multiple award Indefinite Delivery/Indefinite Quantity (IDIQ) contracts for "Build America Bureau Restructuring Advisory Services." The estimated RFP release is 1/11/2019 with an estimated proposal due date of 2/11/2019. The Build America Bureau, an office within the U.S. Department of Transportation, Office of the Under Secretary for Policy, has a requirement for non-personal financial advisory services in the transportation infrastructure project finance area to support its activities and programs. The Bureau administers the Transportation Infrastructure Finance and Innovation Act (TIFIA) credit program and the Railroad Rehabilitation and Improvement Financing (RRIF) credit program. TIFIA and RRIF, the Credit Programs, provide (secured) direct loans, loan guarantees, and standby lines of credit to borrowers seeking to develop major surface transportation projects, railroad projects, port projects and transit-oriented development projects. Further information about the Credit Programs can be found at: https://www.transportation.gov/buildamerica. The objective of the planned IDIQ contract awards is to provide financial advisory services in Restructuring situations and other portfolio management matters in the surface transportation infrastructure finance area to support the activities of the Bureau. Restructuring situations and other portfolio management matters may include Chapter 11/bankruptcy processes, refinancings of senior debt or other large and complex amendments, trainings, and analysis research. The Contractor shall serve as the external financial advisor for the Bureau, on both a government-pay or an applicant-pay basis. SEE DRAFT STATEMENT OF WORK BELOW. The NAICS Code for this effort is 541611. The planned multiple award IDIQ contracts will include a five-year ordering period with a total ordering ceiling value of $5 Million for all task orders issued against all contracts. Task Orders awarded under this multiple award IDIQ will fall into one of the following two categories: (1) At Cost to the Government: "At Cost" TOs will be issued by the Federal Government and funded with Federal funds. (2) No Cost to the Government: "No Cost" TOs will be issued by the Federal Government with tiny_mce_marker funding (i.e., no Federal funds). The applicant for credit assistance (or its affiliate) will directly make payment to the Contractor for services rendered in accordance with the terms of a sponsor payment letter/agreement executed by the applicant (or its affiliate) and the Contractor. No Cost task orders, which will be paid by non-governmental entities, will not count against the IDIQ ordering ceiling value. This synopsis is not a request for proposals (RFP). The FHWA intends to release a solicitation electronically only via www.fbo.gov. As such, no written, telephonic or other type of request for an advance copy of the solicitation will be entertained. Interested offerors/vendors are encouraged to register on www.fbo.gov to receive any further information about the subject action inclusive of any announcements, and/or amendments to the solicitation after its release. No other procurement information is available now. Draft Statement of Work Task Area A - Restructuring Services During the life of a TIFIA or RRIF loan facility, the Bureau may require specific financial advisory services relating to a restructuring or workout of the TIFIA/RRIF loan, senior debt and/or capital structure in the event the project in question is underperforming or in an insolvency situation that may encompass pre-bankruptcy restructuring negotiations, Chapter 11/bankruptcy proceedings, post-bankruptcy emergence and even liquidation. The Contractor shall, as authorized in task orders: • Evaluate overall financial status of the existing Project encompassing: analysis of historical performance data and cash flows including a detailed review of original and updated traffic and revenue studies and projections (and for RRIF passenger rail loans, ridership analyses); collateral assessment and updated appraisals and evaluations detailed leverage analyses including coverage ratios; analysis of capital and equity structure. • Assess historical and current operational and technical issues that may impact a potential restructuring of debt, bankruptcy proceedings and post-bankruptcy emergence and project viability. • In addition to analyzing and evaluating any and all restructuring proposals (pre-bankruptcy and during bankruptcy proceedings as well as post-bankruptcy emergence) of senior and subordinate debt and capital/equity structures, provide strong assistance and guidance in formulating the DOT's own restructuring strategies and proposals so that the DOT is proactively positioned in negotiations with other project stakeholders such as other creditors, equity sponsors, state and municipal agencies, etc. rather than being in a purely reactive position. • Participate in all restructuring negotiations with other creditors (especially senior lenders), the borrower and equity sponsors, state and municipal agencies, etc. by providing timely and decisive analyses, recommendations and evaluations of all strategies and proposals including but not limited to: amortization, final maturity, interest rate changes; debt to equity swaps (i.e. conversion of debt into project equity); derivative strategies and considerations (e.g. unwinding interest rate swaps, entering into new hedges for floating rate debt); injections of new equity and even senior or subordinate debt (e.g. new PIK loans); collateral liquidation; changes to existing Concession Agreements that may include settlements of past defaults and penalties or changes to material terms and conditions. • Help formulate strategies and assist in implementation of "new money" facilities that may be needed in pre-bankruptcy, Chapter 11/bankruptcy proceedings and post-bankruptcy emergence including Debtor-in-possession ('DIP") financing, Exit Facility loans, Letter of Credit and Revolver liquidity facilities. Specifically, assist the DOT in evaluating and determining whether or not to participate in such facilities (if we are able to). • Assist in the preparation of all presentations and briefings to DOT leadership including any and all proposals and recommendations for approval regarding debt and capital restructuring negotiations and positions, participation in "new money" facilities, exit scenarios such as sale of our debt and/or equity positions, sale of the entire project, etc. • Analyze and evaluate the existing financial model provided by the borrower and/or sponsors and then assist in development of new models, if needed, during any restructuring or bankruptcy situations as well as conducting sensitivity analyses during each stage of negotiations. Assess the project's debt capacity and adequacy of capital/equity structures needed to successfully emerge from any restructuring or bankruptcy process. • Work closely with internal and external legal counsel (including the DOJ in any bankruptcy proceeding or other litigation) in reviewing existing project documentation (loan agreements, indentures, concession agreements, collateral agency and inter-creditor agreements) as well as work on all documentation tasks in pre-petition bankruptcy, Chapter 11/ bankruptcy and post-emergence situations such as: debt and capital restructuring proposals and term sheets; collateral and inter-creditor issues and documents; DOT's voting rights and pre-petition claims in Chapter 11/bankruptcy proceedings; Chapter 11 Plans of Reorganization ("PORs"); term sheets and documents for any new money facilities DOT may consider participating in; new equity structures for the project (such as new holding company/LLC Agreements; Concession Agreement modifications. • Assist in evaluating, negotiating and implementing any and all exit strategies that could involve: sale of pre-petition debt; liquidation of project collateral or assessment of new collateral to be provided; sale of equity (if our debt has been converted to equity in the project); sale of the project itself, most likely in a post-bankruptcy emergence situation. One particularly important task is to provide updated enterprise value assessments of the project in question using methodologies such as EBITDA multiples, DCF projections and sales/market comps (if available). • In a post-bankruptcy emergence scenario, assist in evaluating the project company's revised performance and revenue forecasts and financial model (and if necessary, assist in preparation of such), debt and capital structure, management capability (this may also include assessment of whether or not a Chief Restructuring Officer is needed). This may also entail assisting with initial management, operational and financial decisions that need to be made if DOT emerges as an equity stakeholder and member of any new Board of Directors. • Provide advisory services regarding a refinancing of senior debt or extension of new debt in a project that possibly entails: changes to material terms including but not limited to re-levering the company, stretching and changing amortization schedules, funds flow waterfalls, mandatory prepayments, cash sweeps, etc. that could impact the DOT's position. This may also require analysis of any impact this has on the underlying TIFIA/RRIF loan agreements, preparation of new projections and sensitivities, and working closely with internal and external legal counsel on any changes to replacement of collateral agency agreements, inter-creditor agreements, etc. Task Area B - Other Bureau Matters The Contractor shall, as authorized in task orders: • Attend meetings in Washington, D.C. (and elsewhere in the United States as the Bureau determines is necessary and appropriate) and participate in conference calls involving DOT project team and the borrower (including potentially their advisors), as necessary. • Provide additional analysis, as may be required, that could be incorporated into briefing memoranda prepared by the Bureau credit team making recommendations to appropriate DOT authorities on the credit. • Train the Bureau team on topics determined in consultation with the COR. .
693JJ319R000003 Department of Transportation Federal Highway Administration
12/18/18, 5:40 PM