Transportation Financing

Orrick lawyers have long been at the forefront in helping issuers establish innovative financing programs for airports, ports, highways, railroads, light rail, bridge, tunnel, rapid transit and other transportation projects.

Orrick's Transportation Finance Group lawyers are based in California , Seattle and New York and are fully experienced in financing all types of transportation facilities owned by state and local government entities. Multi-purpose financings involving transportation issues have been successfully completed for a wide variety of issuers, such as:

• California Transportation Commission
• Massachusetts Port Authority
• Port Authority of New York and New Jersey
• Port of Oakland
• Port of San Diego

Our rail and bus transit experience dates back well over fifty years and includes recent financings for:

• Alameda Corridor Transportation Authority
• Denver Regional Transportation District
• Los Angeles County Metropolitan Transportation Authority
• Los Angeles County Transportation Commission
• MGM/Bally’s Monorail Corporation
• Municipality of Metropolitan Seattle
• Orange County Local Transportation Authority
• Peninsula Corridor Joint Power Board (Caltrain)
• Sacramento (Light Rail)
• San Diego Metropolitan Transit Development Board
• San Francisco Bay Area Rapid Transit District (BART)
• Santa Clara County Transportation Agency
• Southern California Rapid Transit District
• Tri-County Metropolitan Transportation District of Oregon

Orrick was selected by the Transportation Research Board of the National Research Council (an affiliate of the National Academy of Sciences) to prepare a survey and related case studies of recent innovative financing techniques being used by transit providers.

Highway improvement financings for which we have served as bond counsel have involved a number of counties in California, including Contra Costa, Santa Clara and San Diego.

Our airport and port financing experience includes working with states, cities, counties and/or airport commissions for the following issues:

• Burbank-Glendale-Pasadena Airport
• California Maritime Infrastructure Authority
• Commonwealth Ports Authority of the Northern Mariana Islands
• County of Sacramento
• DuPage Airport
• Fresno Yosemite International Airport
• Guam International Airport
• Hawaii Department of Transportation (Harbors Division)
• Intermodal Container Transfer Facility Authority
• JFK, Newark and LaGuardia International Airports
• John Wayne International Airport (Orange County, CA)
• Logan International Airport
• Los Angeles International Airport (LAX)
• Massachusetts Port Authority (Logan International Airport)
• Memphis Airport (TN)
• Metropolitan Oakland International Airport
• New Orleans International Airport
• Oakland International Airport
• Orange County, California (John Wayne International Airport)
• Peninsula Corridor Joint Powers Board (CalTrain)
• Port Authority of New York and New Jersey (including ports as well as J.F.K., Newark and LaGuardia Airports)
• Portland International Airport
• Port of Long Beach
• Port of Los Angeles
• Port of Oakland
• Port of Portland
• Port of San Francisco
• Port of Seattle
• Roanoke, Virginia Regional Airport Commission
• Sacramento International Airport
• Saipan International Airport (Commonwealth of the Northern Mariana Islands)
• San Diego Unified Port District
• San Diego International Airport (Lindbergh Field)
• San Francisco International Airport (SFO)
• San Jose International Airport
• Seattle-Tacoma International Airport

SALES TAX REVENUE BONDS FOR TRANSPORTATION: Sales tax revenue bonds issued by California transportation authorities and transit districts differ from most transportation financings because the debt is paid from sales taxes and not from transportation revenues. Orrick helped write most of the enabling legislation under which transportation sales tax debt has been issued in California. We developed the mechanisms by which tax revenues are disbursed directly from the tax collecting entity to the trustee of the bond issue in order to perfect the pledge of those tax revenues, thereby benefiting the bondholders and resulting in the receipt of higher credit ratings from the rating agencies. Orrick has served as bond counsel to San Francisco Bay Area Rapid Transit District (BART) in all of its many long-term and short-term financings since its formation in 1957. Other sales tax revenue bond clients include San Diego County Regional Transportation Commission, Santa Clara County Transportation Agency, Santa Barbara County Local Transportation Authority, Sacramento Regional Transit District, Santa Clara County Traffic Authority, San Mateo County Transit District, San Mateo County Transportation Authority, Contra Costa Transportation Authority and Imperial County Local Transportation Authority. In addition, we have been involved with issues by Los Angeles County Transportation Commission, Los Angeles County Metropolitan Transportation Authority, Orange County Local Transportation Authority and San Joaquin County Transportation Authority.

CROSS-BORDER AND U.S. LEVERAGED LEASING: Orrick also has more experience representing transit authorities in cross-border and domestic leveraged leases than any other law firm, both in connection with and apart from bond issues. Orrick recently represented two transit entities that closed tax-oriented U.S. leasehold interest transactions and is currently representing several other transit authorities in similar transactions. The net present value to the transit authority in a U.S. leasehold transaction can be in excess of 10%, although recent IRS regulations have reduced that benefit somewhat. In cross border leasing we have worked with lessors in Japan, Germany, France and Sweden who have been willing to pay our transit authority clients between 3% to 8% of the cost of the equipment for entering into the leases (i.e., for the tax benefits those foreign lessors receive in their respective countries). We have also established a positive working relationship with the Federal Transit Administration in connection with a number of these transactions. The leased equipment has consisted of both rail cars and buses.