Struggling Group Looks to Sell Toll Road Rights

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The private operator of the Indiana Toll Road says it will file bankruptcy papers Monday. ITR Concession Company LLC says employees, drivers and suppliers will not be impacted as the company looks to sell its assets, including the rights to operate the road.

September 19, 2014

News Release

Chicago, Illinois -- ITR Concession Company LLC (ITRCC), the private operator of the Indiana Toll Road (ITR), together with certain affiliates, today announced that it has received overwhelming support from its lenders and equity sponsors for a "pre-packaged" restructuring plan. The plan will permit ITRCC to either sell its assets through a competitive process or recapitalize ITRCC by reducing its debt in the absence of a sale.

ITRCC has taken this action to restructure, while maintaining its commitment to providing high-quality maintenance and road operations as well as high levels of customer service along this critical transportation corridor.

"We are very pleased with the agreement reached with our lenders and equity sponsors," stated Fernando Redondo, ITRCC chief executive officer. "The Indiana Toll Road is an extremely valuable asset with strong prospects for future growth and we remain confident in its outlook going forward."

BUSINESS AS USUAL: NO IMPACT ON OPERATIONS

The implementation of the plan will not impact employees, drivers, vendors or the communities that ITR serves. ITRCC will continue to operate its business as usual and serve its customers on an uninterrupted basis as it moves forward with this process. In addition, ITRCC expects to continue to pay pre-filing and post-filing vendor claims in the ordinary course.

"Our customers, communities, employees and vendors will not experience any changes in operations during the course of this restructuring process," said Redondo. "We will continue to deliver on our commitment to providing reliable and safe road operations."

Specifically, ITRCC expects to continue to:

• Operate the road without any disruption

• Provide wages and benefits for employees as usual

• Maintain excellent customer service

• Make payment to vendors and suppliers for all pre-filing and post-filing trade claims in the ordinary course of business without interruption

• Continue work on current and planned future capital improvement projects

Any potential change in ownership as a result of the sale process is not expected to impact ITR's business operations. A new operator will be subject to the same operational standards set forth by the Indiana Finance Authority (IFA) in the Concession and Lease Agreement (CLA), including the standards currently governing toll rates, and it is anticipated that staffing levels will remain the same. Tolls and tolling schedules will remain unchanged in accordance with the CLA as well as planned maintenance expenditures. Any potential change of ITR's operator is subject to review and approval by the IFA.

ITR will continue to work closely with the Indiana Finance Authority to ensure that the public interest is protected throughout the marketing process.

NO IMPACT ON THE STATE OF INDIANA

The State of Indiana received a cash payment of $3.8 billion when ITR was leased to private operators in 2006. The state retains this payment in full and the CLA between ITRCC and the IFA (the Indiana counterparty to the CLA) will remain in place with no change.

OVERVIEW OF PRE-PACKAGED PLAN

To implement this pre-packaged plan, ITRCC and its affiliates, including ITR Concession Company Holdings LLC and Statewide Mobility Partners LLC, will file voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court in the Northern District of Illinois by Sept. 22, 2014.

Under ITRCC's restructuring plan, a Special Committee appointed by ITRCC and its lenders will oversee a process to sell substantially all of ITRCC's assets, including ITRCC's rights under the ITR CLA. ITRCC's Chapter 11 Plan contemplates that, in the absence of a sale, or if ITRCC's lenders elect to reorganize ITRCC rather than conduct a sale process, ITRCC will complete the reorganization process and emerge from Chapter 11 with substantially lower debt. Both the sale and reorganization alternatives have the support of ITRCC's secured creditors and equity sponsors.

ADDITIONAL PROCESS DETAILS

In addition to filing the restructuring plan, ITRCC intends to file various routine operational motions that are regularly filed and approved in complex Chapter 11 cases, including requesting authorization to continue paying employee wages and providing health care and other benefits. These motions are expected to be heard soon after the Chapter 11 filing. ITRCC has also requested the authority to continue existing customer programs, including E-ZPass electronic toll collection accounts.

Resources

• Information about ITR's restructuring is available at: www.ezpassin.com/restructuring

• Court filings and claims information are available at http://www.kccllc.net/ITR

• Information about the restructuring for vendors and suppliers is also available toll-free in the United States and Canada at 1-877-634-7181 or for international callers at +1-424-236-7226

• Indiana Toll Road E-ZPass customers should continue to contact the Customer Service Center at 1-888-496-6690 or support@indianatollroad.org should they require assistance with their E-ZPass accounts.

Kirkland & Ellis LLP is serving as legal adviser to ITRCC. Moelis & Company LLC is serving as financial adviser to ITRCC in connection with the restructuring. Houlihan Lokey Capital, Inc., is serving as financial adviser and Milbank, Tweed, Hadley & McCloy LLP and Taft, Stettinus & Hollister LLP are serving as co-counsel to the Committee of Secured Lenders.

UBS Investment Bank is serving as financial adviser to the Special Committee of the Board of Directors of Statewide Mobility Partners LLC, and is handling the sale process for ITRCC.

About the ITR

In operation since 1956, the Indiana Toll Road stretches 157 miles across the northernmost part of Indiana from Ohio to the Illinois state line. It links Chicago with the largest cities on the eastern seaboard, and it also serves as the primary connecting route to the Chicago Skyway, a main route to downtown Chicago. The Indiana Toll Road – managed by ITR Concession Co. LLC (ITRCC) – and its nearly 300 employees are proud to serve thousands of patrons every day. ITRCC operates a safe and efficient road while providing high-quality customer service. ITRCC is indirectly owned by Macquarie Infrastructure Partners (MIP), Macquarie Atlas Roads (MQA) and Cintra Concessiones (Cintra), which are among the world's largest developers and managers of infrastructure projects.

Source: Indiana Toll Road