Case Studies: C-16 Terrassa-Manresa Toll Motorway, Spain

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Project Overview
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Figure 1: C-16 Terrassa-Manresa toll motorway
C-16 Terrassa-Manresa toll motorway, Spain
Project Type: Both
Contract Duration: 50 years
Budget: EUR 233.1M Overall budget to date.
Project Time Line
Conception: 1986
Tender: 1986
Section Terrassa-Manresa opened to public: June 1989
Approval of the extension Rubí-Terrassa: September 1989
Section Rubí-Terrassa opened to public: September 1991
Renegotiation with 20% increase on tolls due to the insufficient traffic level: 1990
Contract extension from 35 to 50 years and toll discounts: August 1993
Toll adjustments: 2004

Introduction

The C-16 Terrassa-Manresa motorway is located in Catalonia, Spain. This subsection (48.3 out of 130 km) is a primary highway in Catalonia, the richest Spanish autonomous community. More so, Catalonia is one of the most industrialized regions in Europe. The concession process was established to guarantee the construction, operation and maintenance of the project.

The C-16 is integrated with the E9 from Orléans to Barcelona. The motorway connects two important urban areas in northern Spain and is interconnected with principal roadways such as the AP-7 motorway, the C-25 Transversal arterial road and roads C-58 and C-55.

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Figure 2: C-16 Terrassa-Manresa toll motorway Concession

The project was awarded in 1987 to Ferrovial S.A. with the AUTEMA S.A. (Autopista Terrassa-Manresa S.A.) established to undertake the concession. This includes Ferrovial, La Caixa, Banco Hispano Americano and Banco de Credit Catalá. The planned construction cost was EUR 115M and the initial contract duration was 35 years (1 January, 2022).

Construction works were planned to last two years (December 1987 – December 1989). The section Terrassa-Manresa was operational in June 1989 while an extension Rubí-Terrassa was approved in September 1989. The entire motorway was open to traffic on 12 September 1991.

A number of renegotiations took place, with the Regional Government acting as regulator. In 1990, after the first year of operation, a 20% increase in tolls due to insufficient traffic was approved. In August 1993, the Regional Government decided to extend the concession to a total of 50 years (1 January 2037) increasing returns to AUTEMA S.A. by EUR 6M and approving a series of discounts to tolls.

The adjustment reflected the Government’s concerns with respect to traffic levels, the economic recession and the financial health of AUTEMA, which was affected by interest rates in the national market and the fluctuation of the exchange rate for foreign debt. In 1999, the Regional Government introduced a 50% discount for regular users and in 2004 established the mandatory linkage of tolls not only to inflation but also to a correction factor depending on traffic levels. According to Ferrovial, the debt increased to EUR 70M.

The Contracting Authority (Public Party)

The Regional Government of Catalonia has the authority to award concessions according to Article 9.13 of the Statute of Autonomy of Catalonia that confirms the autonomy of the Catalonian Government in the field of public works not legally declared to be of general interest to the State and affecting only Catalonia, and Article 10.1.2 expressing the ability of the Catalonian Government to concede administrative concessions under its competence.

Contracting was undertaken by the Department of Public Works (Conselleria de Politica Territorial i Obres Públiques) of the Catalonian Regional Government.

The Concessionaire (Private Party)

The concession was awarded to Ferrovial S.A. in association with financial partners La Caixa, Banco Hispano Americano and Banc Català de Credit. The respective SPV (AUTEMA S.A.) was set up in January 1987.

Their original offer departed from the preliminary project draft and the feasibility studies conducted by the Regional Government. More specifically, it was more optimistic in terms of expected traffic levels and profitability, while foreseeing a smaller investment. In addition, the offer’s planned construction period was two years with a budget of EUR 115.1M and a 35 year concession period, as opposed to the EUR 116.6M of investment, three year construction period and 45 year concession presented in the alternative offer.

In terms of profitability, Ferrovial expected to share benefits in the second year of operation with higher tolls than those proposed by the financial institutions. To compensate for this, Ferrovial contemplated in its offer a 20% discount once the traffic forecast indicated in the Government study was finally reached.

AUTEMA S.A. had the following structure:

  • Ferrovial S.A. (75%)
  • La Caixa (10%)
  • Banco Hispano Americano (10%)
  • Banc Català de Credit (5%).

Ferrovial S.A., Banco Hispano Americano and Grupo Banesto were the guarantors for the 80% of the investment. With the signature of the concession contract, the Regional Government guaranteed a maximum of EUR 30M.

Today the shareholders are:

  • Inversora de Autopistas de Cataluña, S.L.: 76,275% (Ferrovial-Cintra)
  • Autopistas Concesionaria Española, S.A.: 23,725% (Abertis)

Users

The motorway is, in principal, designed to serve drivers and transport companies providing access to residents and workers in the province of Barcelona, mostly citizens from Terrassa and Manresa. The actual traffic in 2013 was on average 20,414 vehicles/day.

Tolls are regulated by the Regional Government and are currently set to vary during the week and by vehicle type.

Key Purpose for PPP Model Selection

The toll motorway system was adopted in 1967 to finance the country’s large road network. Approximately, 50% of concessions were assigned under the pre-democracy regime. In 1986 Spain became a member state of the European Economic Community. Concessions became common practice in order to meet the EU standards, especially regarding budget deficits.

Moreover, the existence of large Spanish firms such as Ferrovial or Abertis, leaders in national and international construction projects with considerable experience in transport infrastructure operation, allowed for options that assured not only the funding but also the service quality during the operations period.

In the specific case of the C-16 motorway, while funding was important, the choice of the final offer clearly suggests the greater importance of the length of the operational period.

Project Timing

The C-16 Motorway was authorised a year after Spain’s accession to the EU (then the European Economic Community). The late 1980’s was an expansionary period for the Spanish economy, when simultaneously special attention was paid to the national deficit and EEC grants were made available.

In this context, Spain – through its regional governments – experienced a development of transport infrastructure where public investment had to be constrained. Prior concessionary projects such as Tunel del Cadí were relatively recent and formed the basis for Government policy regarding transport infrastructure.

The C-16 project was necessary when considering the quality of the existing road and the potential time-savings. However, there were also other alternatives such as toll-free roads and rail.

Project Locality and Market Geography

The Terrassa-Manresa section and Rubí-Terrassa sections are part of the Catalonian regional road network in Barcelona province, and form part of the European route E9 from Orléans to Barcelona. Both Terrassa and Manresa are important nodes in the road and rail transport networks.

Their importance is related to the level of industrialization in the region and its importance with respect to the Spanish economy.

Procurement & Contractual Structure

Tendering

The tendering process was carried out in accordance with standard administrative procedures and the Spanish Legislation on Public Contracts (Law 8/1972).

The original plans and design were proposed by the Regional Government and bids were to be prepared in accordance with them.

Two consortia responded. The first was lead by Tunel del Cadí, and the other by Ferrovial S.A.. Tunel del Cadí, already leading an eponymous concession, included mainly La Caixa (28%), La Caixa de Barcelona (28%), Generalitat de Catalunya (10%), La Caixa de Catalunya (10%) and La Caixa de Manresa (5%). In addition to these partners, Caja de Ahorros y Monte y Piedad de Madrid and the Council of Barcelona had shown their interest in joining. The Tunel di Cadi initially featured as the preferred bid of the Regional Government (Generalitat de Catalunya). However, La Caixa was against the financial structure. Under these circumstances, La Caixa de Barcelona and La Caixa de Manresa put forward a third bid.

Contract Structure

The concession contract can be defined as a typical BOT as it concerned the construction, maintenance and operation of the C-16 toll motorway. Those provisions that were omitted in the contract were governed by the concession regime of the 1972 Law of Motorways.

While the bid was submitted solely by Ferrovial S.A., following the concession award to AUTEMA (Ferrovial), La Caixa (10%), Banco Hispano Americano (10%) and Banc Català de Credit (5%) joined in.

Ferrovial along with Banco Hispano Americano and Grupo Banesto (through Banc Català de Credit) guaranteed 80% of the investment.

In 2008, AUTEMA was refinanced by a two-stage loan: stage A with a limited amount of EUR 300M and stage B with a EUR 316M limit. Both stages are currently executed with a final maturity in 2035, eliminating the financial risk. In addition, AUTEMA was given a credit line of EUR 92M of which EUR 47M has already been executed.

Risk Allocation

AUTEMA, mainly through Ferrovial, guaranteed the investment. The Regional Government has acted as regulator setting the toll policy. However, risk allocation does not seem to have been clearly defined in all cases, neither in the specific contract nor in the national 1972 Law of Motorways. This is apparent through the current (2013) lawsuit instigated by AUTEMA with respect to the impact of toll discounts. Risk allocation is depicted in Figure 3.

Design, construction and maintenance associated risks are assumed by the private party except in cases where cost over-runs are derived from the administration’s decisions.

Although exploitation and commercial risks correspond solely to the concessionaire, the 1972 Law of Motorways includes a specific clause that allows for refundable (or otherwise) advances in the early years of operation when income does not meet funding requirements. Similarly, commercial aspects have been revised during the concession. Public administration agreed with the concerns about actual traffic and its significant impact over expected income brought up by AUTEMA at the beginning of the exploitation phase, and decided to subsidized the rise on tolls. On the other hand, most recent commercial issues have been through a fundamental disagreement between the parts ending in lawsuit in 2013.

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Figure 3: Risk allocation

There is no specification of financial risks but some financial provisions relating to the administration’s involvement suggest that most of this risk is assumed by the concessionaire. The contracting administration guarantees up to one third of the outside resources needed for the investment funding.

Regulatory risk, although not directly addressed, is regarded as public under different circumstances in the contract. The lack of precision may lead to legal uncertainty in this matter. Force majeure circumstances, on the other hand, are clearly identified as a public sector responsibility.

Finally, although the regional administration requires its mandatory design to be followed, once the concession is awarded compensation for land acquisition and limitations of use of private property when needed for construction works or motorway operations have to be met by the concessionaire unless they were product of direct measures by the administration after the signing of the contract. It is not clear who is responsible for the limitation of private property when the latter is not part of the road but is part of domain or service terrain established by the responsible administration.

Performance

The contract contains no operational performance requirements and, therefore, no penalties for poor performance.

Currently, the C-16 motorway serves over 20,000 users per day.

References

  • Abertis (2011) Abertis anual report
  • Ferrovial (2012) Cuentas Anuales Consolidadas 2012
  • Ministry of Public Works. Spanish Government (2011) Sector de autopistas de peaje en España, 2011
  • M. Cabrera, A.Suárez-Alemán, 2014, C-16 Terrassa-Manresa Toll Motorway, in A. Roumboutsos, S. Farrell and K. Verhoest, COST Action TU1001 – Public Private Partnerships in Transport: Trends & Theory: 2014 Discussion Series: Country Profiles & Case Studies, ISBN 978-88-6922-009-8