Chicago Midway International Airport Privatization. ACI 2009 Legal Issues Conference San Francisco, CA May 13-15, 2009

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1 Chicago Midway International Airport Privatization ACI 2009 Legal Issues San Francisco, CA May 13-15, 2009

2 How does it work? Prerequisites Authority Necessary waivers The process The parties and the deal Private Operator Airlines City of Chicago 2

3 Pilot Program on Private Ownership of Airports Congress authorized the program in 1996, 49 U.S.C Maximum of 5 airports first come, first served 3

4 Of the five airports authorized under the legislation to participate in the program: At least one must be a general aviation airport. No more than one large hub air carrier airport may participate. Under the pilot program, general aviation airports may be leased or sold, while the large hub airport (and the other classes of airport in the program) may only be leased. May 14, 2009 ACI 2009 Legal Issues 4

5 Exemptions available under the Pilot Program The FAA may exempt an airport sponsor from certain requirements that would otherwise make privatization unattractive Revenue diversion. Under the exemption, lease or sale proceeds may be used for non-airport purposes 65 percent of the air carriers at the airport (by number of carriers and by landed weight) must also approve.. 5

6 Exemptions, cont d Repayment or return upon sale or lease. Obligation to repay federal grants and return property acquired with federal assistance upon the lease or sale of the airport may be waived. 6

7 Midway Selection Process for Operator Step 1 Confidential discussions among City, air carriers to establish key principles for a new airport use agreement under an Operator Shift from residual model to compensatory model Terms and duration of new use agreement Sign letter of intent 7

8 Selection Process, cont d Step 2 Request for Qualifications Issue invitation document Accept responses Evaluate respondents Create short list Invite shortlisted respondents to bid Related tasks Develop confidentiality agreement for interested parties Establish confidential internet-based data site for prequalified bidders Develop draft Operator lease and new use agreement 8

9 Selection Process, cont d Step 3 Solicit comments on draft agreements Revise drafts based on reasonable bidder comments received Post final lease and new use agreement, executed by City and air carriers, to shortlisted bidders via data site 9

10 Selection Process, cont d Step 4 Receive bids, including bid deposit Select highest bidder 10

11 Selection Process, cont d Step 5 Winning bidder signs airport lease and airport use agreement Presented to City Council for authorization to proceed Final FAA application filed 11

12 The final approval process FAA application (1 or 2 steps) FAA approval of the operator (Part 139 certificate) and the transaction TSA Airport Security Plan CFIUS (Committee on Foreign Investment in the United States) May 14, 2009 ACI 2009 Legal Issues 12

13 The Midway deal Operator given 99-year lease, right to receive ALL airport revenues, including landing fees, terminal rentals, concession rentals, and parking fees Operator pays City $2.5B up front (less earnest money paid with bid - $125M) New use agreements with signatory airlines go into effect simultaneously with lease 25-year term May 14, 2009 ACI 2009 Legal Issues 13

14 The Midway deal, cont d Airline fees (signatory and non-signatory) capped at $45M for 6 years Then at $45M PLUS CPI for at least the next 19 years Non-signatory airlines pay 125% The 43 gates are a mix of preferential and common Quality assurance through enforceable Operating Standards and airline enforcement rights under the lease May 14, 2009 ACI 2009 Legal Issues 14

15 The Midway deal, cont d City may use net proceeds available for non-airport purposes Has quality assurance through enforceable Operating Standards Has reversion rights should Operator default May 14, 2009 ACI 2009 Legal Issues 15

16 AND NOW WHAT? City may re-bid the transaction City will seek to preserve the large-hub slot under the Pilot Privatization Program May 14, 2009 ACI 2009 Legal Issues 16

17 Questions? Eduardo M. Cotillas Cotillas and Associates, Chicago, Illinois

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