Fitch Affirms 95 Express Lanes, LLC's Revs at 'BBB-'; Outlook Revised to Positive

SAN FRANCISCO--()--Fitch Ratings has affirmed the 'BBB-' rating on the 95 Express Lanes LLC's (95 Express) $242 million senior private activity bonds (PABs), issued through the Virginia Small Business Financing Authority. Fitch has also affirmed the 'BBB-' rating on 95 Express' $321 million Transportation Infrastructure Finance and Innovation Act (TIFIA) loan. The Rating Outlook has been revised to Positive from Stable.

The senior lien revenue bonds are secured by a first-priority lien on all assets of the project including net revenues and the TIFIA loan is secured by a second-priority lien. The TIFIA loan will spring to parity with the senior secured obligations and any other permitted senior secured indebtedness upon the occurrence of a bankruptcy related event.

RATING RATIONALE

The rating reflects the project's location with a congested, affluent, and highly urbanized commuting corridor in the Northern Virginia and Washington D.C. region with few competing options for motorists. The rating also reflects a high degree of rate-setting flexibility and a new facility with limited capital needs over the foreseeable future. The project's operating performance has been short but very strong, with high toll rates pushing base case minimum and average scheduled debt service coverage (DSC) over the life of the debt to 2.20x and 2.91x, respectively.

The Outlook revision to Positive acknowledges that maintenance of such strong financial metrics would lead to an upgrade. The project's closest peers include other managed lane (MLs) projects along highly congested corridors, including North Tarrant Express Mobility Partners MLs (Segment 1 & 2) in Texas and Riverside County Transportation Commission's (RCTC) SR-91 MLs in Southern California, which both service areas with solid growth characteristics and limited alternative routes.

KEY RATING DRIVERS

Revenue Risk-Volume: Midrange (Corridor- Stronger, ML Characteristics- Weaker)

Solid Service Area with Strong Commuter Base: The project benefits from its location within the highly congested I-95 corridor, serving a wealthy base of commuters who travel between Virginia suburbs and Washington D.C., amongst other locations. Fitch views the region as economically strong and diverse. Competition from alternative routes is limited, and there are structural provisions that mitigate high HOV levels should they surpass certain thresholds. These strengths are somewhat offset by a short history of operations and demand for the managed lanes.

Revenue Risk- Price: Stronger

Unlimited Rate Raising Flexibility: The operator has the legal authority to raise non-exempt vehicle rates to any level at its discretion without interference from any governmental or regulatory body. This strength is slightly offset by its inability to modify the exempt vehicle policy should HOV3+ market share rise materially above projected levels.

Infrastructure & Renewal Risk: Stronger

New Asset, Good Maintenance Funding Mechanism: The lanes are in new condition with low maintenance needs over the intermediate term. Future maintenance funding will be sourced from a capital expenditure facility will that pre-fund a major maintenance reserve with a five year look-forward mechanism. The long, 40-year debt free tail after TIFIA loan maturity further mitigates asset reinvestment risk.

Debt Structure: Midrange

Fixed Debt and Satisfactory Covenants: The debt service profile consists of fixed-rate debt with no refinance risk. All debt is senior or springs to senior and the TIFIA structure benefits from a deferability provision that provides significant payment flexibility. Structural features are adequate overall with moderately sized debt service reserve accounts, and a nine-month TIFIA ramp-up reserve.

Solid Coverage, Breakeven Metrics: Fitch's rating case produces a respectable minimum and average total scheduled DSCR of 1.59x and 2.32x, respectively. The rating case breakeven revenue growth rate of 3.3% from fiscal 2016 reflects a satisfactory degree of cushion against lower than expected revenue generation. As is typical for newly constructed MLs, leverage is initially high but moderates over time.

Peers: The closest peers from Fitch's rated portfolio include other ML facilities along arterial corridors that are highly congested, particularly during peak hours such as North Tarrant Express Mobility Partners MLs (Segment 1 & 2) in Texas and Riverside County Transportation Commission's (RCTC) MLs in California which also serve areas with relatively strong demographic characteristics and limited alternative routes. Despite some differences in tolling mechanisms, policy and lane configuration, Fitch believes all three facilities should, in the medium term, build up moderately high pricing power and be in a position to levy high toll rates.

RATING SENSITIVITIES

Negative- An unexpectedly negative shift in operating performance or an aggressively-structured re-leveraging resulting in rating case scheduled total DSCR of less than 1.60x for a sustained period.

Positive- Maintenance of solid financial metrics with scheduled total DSCR of at least 1.80x under Fitch's rating case for a sustained period.

PERFORMANCE UPDATE

The project has performed extremely well since its operational commencement in December 2014. Actual toll revenues of $54.8 million in calendar year 2015 outperformed Fitch's base and rating case expectations by 48% and 60%, respectively, and year-to-date performance in 2016 is outperforming at similar levels. Actual performance is well-exceeding the sponsor's revised revenue expectations from 2014, which were revised downward from prior projections predominantly during the project's ramp-up phase. Project revenues are just moderately exceeding the sponsor's original projections from 2012 by 5%-10%.

The solid revenue out-performance stems from strong toll rates, which have more than offset lower than projected tolled traffic levels of 9.7 million in 2015. These high toll rates reflect the project's affluent catchment area, high congestion levels, and significant time savings that management estimates at about 20-40 minutes. It is possible that a portion of out-performance may additionally be attributable to a quicker-than-projected ramp-up period, which Fitch projected would last through calendar 2017.

Fitch Base Case

Fitch views the sponsor case as reasonable and adopted it as the base case. The sponsor case uses a recently developed three-year revenue projection through fiscal 2019 and thereafter revenues revert to projections developed in 2012 by the original traffic and revenue consultant. In light of operational out-performance to date, the original 2012 revenue projections may be exceeded, especially in the intermediate term.

Under the base case revenues rise by a compounded annual growth rate (CAGR) of 7.5% and 6.6% over the next five- to 10-years and fall thereafter, reflecting a combination of traffic growth and toll rate growth. The average scheduled DSCR over the next five to 10 years equals a robust 3.1x and 2.9x, respectively. Over the life of the debt DSCR averages 2.9x and bottoms out at 2.2x in 2044.

Fitch Rating Case

Fitch's rating case now assumes ramp up ended on June 30, 2016 instead of Dec. 31, 2017 as originally projected, and additionally assumes traffic and toll rate growth of 0.5%-1.5% and 3.5%-4%, respectively. Operations and maintenance costs are assumed to grow 20 basis points higher than in the base case.

The rating case assumptions result in five- and 10-year toll revenue CAGRs of 5.6%. The revenue CAGR over the life of the debt is 4.7%. The average scheduled DSCR over the next five and 10 years equals a solid 2.4x. Over the life of the debt DSCR averages a somewhat lower 2.3x and bottoms out at 1.6x in 2044. Fitch conducted a toll revenue breakeven calculation that suggests revenues must rise by a minimum CAGR of 3.3% to prevent DSCR from falling below 1.0x in any given year. The breakeven revenue growth rate would have been lower still if the calculation had reflected available cash and TIFIA deferability.

The project consists of 28 miles of reversible MLs along a portion of the I-95 corridor in northern Virginia, passing through the highly urbanized counties of Prince William, Fairfax, Alexandria, and Arlington on its way to Washington D.C. The project connects with Capital Beltway, a ring-road that encircles Washington D.C., allowing vehicles making longer trips to circumvent the city.

Additional information is available on www.fitchratings.com

Applicable Criteria

Rating Criteria for Infrastructure and Project Finance (pub. 08 Jul 2016)

https://www.fitchratings.com/site/re/882594

Rating Criteria for Toll Roads, Bridges and Tunnels (pub. 11 Aug 2016)

https://www.fitchratings.com/site/re/886038

Additional Disclosures

Dodd-Frank Rating Information Disclosure Form

https://www.fitchratings.com/creditdesk/press_releases/content/ridf_frame.cfm?pr_id=1013893

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=1013893

Endorsement Policy

https://www.fitchratings.com/regulatory

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTPS://WWW.FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEB SITE AT WWW.FITCHRATINGS.COM. PUBLISHED RATINGS, CRITERIA, AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE, AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE CODE OF CONDUCT SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.

Copyright (c) 2016 by Fitch Ratings, Inc., Fitch Ratings Ltd. and its subsidiaries. 33 Whitehall Street, NY, NY 10004. Telephone: 1-800-753-4824, (212) 908-0500. Fax: (212) 480-4435. Reproduction or retransmission in whole or in part is prohibited except by permission. All rights reserved. In issuing and maintaining its ratings and in making other reports (including forecast information), Fitch relies on factual information it receives from issuers and underwriters and from other sources Fitch believes to be credible. Fitch conducts a reasonable investigation of the factual information relied upon by it in accordance with its ratings methodology, and obtains reasonable verification of that information from independent sources, to the extent such sources are available for a given security or in a given jurisdiction. The manner of Fitch's factual investigation and the scope of the third-party verification it obtains will vary depending on the nature of the rated security and its issuer, the requirements and practices in the jurisdiction in which the rated security is offered and sold and/or the issuer is located, the availability and nature of relevant public information, access to the management of the issuer and its advisers, the availability of pre-existing third-party verifications such as audit reports, agreed-upon procedures letters, appraisals, actuarial reports, engineering reports, legal opinions and other reports provided by third parties, the availability of independent and competent third- party verification sources with respect to the particular security or in the particular jurisdiction of the issuer, and a variety of other factors. Users of Fitch's ratings and reports should understand that neither an enhanced factual investigation nor any third-party verification can ensure that all of the information Fitch relies on in connection with a rating or a report will be accurate and complete. Ultimately, the issuer and its advisers are responsible for the accuracy of the information they provide to Fitch and to the market in offering documents and other reports. In issuing its ratings and its reports, Fitch must rely on the work of experts, including independent auditors with respect to financial statements and attorneys with respect to legal and tax matters. Further, ratings and forecasts of financial and other information are inherently forward-looking and embody assumptions and predictions about future events that by their nature cannot be verified as facts. As a result, despite any verification of current facts, ratings and forecasts can be affected by future events or conditions that were not anticipated at the time a rating or forecast was issued or affirmed.

The information in this report is provided "as is" without any representation or warranty of any kind, and Fitch does not represent or warrant that the report or any of its contents will meet any of the requirements of a recipient of the report. A Fitch rating is an opinion as to the creditworthiness of a security. This opinion and reports made by Fitch are based on established criteria and methodologies that Fitch is continuously evaluating and updating. Therefore, ratings and reports are the collective work product of Fitch and no individual, or group of individuals, is solely responsible for a rating or a report. The rating does not address the risk of loss due to risks other than credit risk, unless such risk is specifically mentioned. Fitch is not engaged in the offer or sale of any security. All Fitch reports have shared authorship. Individuals identified in a Fitch report were involved in, but are not solely responsible for, the opinions stated therein. The individuals are named for contact purposes only. A report providing a Fitch rating is neither a prospectus nor a substitute for the information assembled, verified and presented to investors by the issuer and its agents in connection with the sale of the securities. Ratings may be changed or withdrawn at any time for any reason in the sole discretion of Fitch. Fitch does not provide investment advice of any sort. Ratings are not a recommendation to buy, sell, or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or taxability of payments made in respect to any security. Fitch receives fees from issuers, insurers, guarantors, other obligors, and underwriters for rating securities. Such fees generally vary from US$1,000 to US$750,000 (or the applicable currency equivalent) per issue. In certain cases, Fitch will rate all or a number of issues issued by a particular issuer, or insured or guaranteed by a particular insurer or guarantor, for a single annual fee. Such fees are expected to vary from US$10,000 to US$1,500,000 (or the applicable currency equivalent). The assignment, publication, or dissemination of a rating by Fitch shall not constitute a consent by Fitch to use its name as an expert in connection with any registration statement filed under the United States securities laws, the Financial Services and Markets Act of 2000 of the United Kingdom, or the securities laws of any particular jurisdiction. Due to the relative efficiency of electronic publishing and distribution, Fitch research may be available to electronic subscribers up to three days earlier than to print subscribers.

For Australia, New Zealand, Taiwan and South Korea only: Fitch Australia Pty Ltd holds an Australian financial services license (AFS license no. 337123) which authorizes it to provide credit ratings to wholesale clients only. Credit ratings information published by Fitch is not intended to be used by persons who are retail clients within the meaning of the Corporations Act 2001.

Contacts

Fitch Ratings
Primary Analyst
Scott Monroe
Director
+1-415-732-5618
650 California Street
San Francisco, CA 94108
or
Secondary Analyst
Tanya Langman
Director
+1-212-908-0716
or
Committee Chairperson
Scott Zuchorski
Senior Director
+1-212-908-0659
or
Media Relations
Sandro Scenga, +1 212-908-0278
sandro.scenga@fitchratings.com

Contacts

Fitch Ratings
Primary Analyst
Scott Monroe
Director
+1-415-732-5618
650 California Street
San Francisco, CA 94108
or
Secondary Analyst
Tanya Langman
Director
+1-212-908-0716
or
Committee Chairperson
Scott Zuchorski
Senior Director
+1-212-908-0659
or
Media Relations
Sandro Scenga, +1 212-908-0278
sandro.scenga@fitchratings.com