Item 6a Supp

ITEM NO.    6a-Supp
DATE OF
MEETING  March 5, 2009

Consolidated Rental Car Facility
Financing Update

March 5, 2009

Briefing Overview
Background
Enplanement Forecast
Financial Markets
Financing Tools
Bank Lines of Credit
Fixed Rate Bonds
Airport funds
Finance Scenarios
Next Steps


2

Background
Project Suspended in December, 2008
Without a clear means of economically financing continued
construction, Port Commission authorized project suspension
Turner Construction is winding down site activity
Project and Finance update provided on January 27, 2009
Changes during January and February, 2009 warrant today's briefing
Thawing in financial markets
Availability of additional financing tools
Change in Airport passenger traffic forecast


3

Enplanement Forecast
Airport is in the process of revising the enplanement growth forecast
January enplanements decreased 6%, lower than forecast
Airlines' planned capacity indicates lower activity forecast
For the purposes of today's analysis a conservative forecast was used

Forecast in Budget      Forecast for Analysis
2009                -3%              -7%
2010                 0%              0%
2011                 0%               0%
2012                2.5%              5%
2013 until 45 MAP *          3%                 3%
* MAP = million annual passengers
4

Update of Financial Markets
Treasury yields near historically low rates
Liquidity in the market as measured by TED Spread has returned to pre-September 2008 levels
Market access for investment grade credits has unquestionably improved since the beginning of 2009
Credit spreads have narrowed considerably since late 2008
PepsiCo 10-year bonds sold at the end of October at +420 to Treasuries traded at +211 this week
Challenges remain for lower rated investment grade credits

Historical Interest Rates                                              Historical TED Spread
10.00%                                                           5.00%
9.00%
4.00%
8.00%
7.00%                                                           3.00%
-mo Treaury)













Interest Rate  6.00%
2.00%
5.00%
4.00%                                                           1.00%
3.00%
Spread (3- mo Libor minus 3
10 Year TSY
0.00%
2.00%       30 Year TSY
1.00%                                                           -1.00%
89   Feb- 90   91 Feb-   92 Feb-   93 Feb-   94 Feb-   Feb- 95   96 Feb-   Feb- 97   Feb- 98   99 Feb-   00 Feb-   Feb- 01   Feb- 02   Feb- 03   04 Feb-   Feb- 05   Feb- 06   Feb- 07   08 Feb-   Feb- 09            Jan- 07  Feb- 07  07
Feb-                                                                          Mar-  Apr- 07  May- 07  Jun- 07  Jul- 07  Aug- 07  Sep- 07  Oct- 07  Nov- 07  Dec- 07  Jan- 08  Feb- 08  08 Mar-  Apr- 08  May- 08  Jun- 08  Jul- 08  Aug- 08  Sep- 08  Oct- 08  Nov- 08  Dec- 08  Jan- 09
55

Recent Taxable Bond Issuance
Total Issue Size
Issuer                    ($MM)       Pricing Week    Maturity      Ratings        Yield    Treasury Spread
Corporate Issues:
Hewlett-Packard Co.       $ 1,000,000,000               2/23/2009   2/24/2012     A2e/A/A+        3.63%     +295 bps
$ 1,500,000,000              2/23/2009   6/2/2014                 4.72%    +285 bps
Western Union Co.       $ 500,000,000             2/23/2009   2/26/2014    A3e/A-e/A-e       6.58%     +475 bps
Noble Energy Inc.         $ 1,000,000,000               2/23/2009    3/1/2019    Baa2e/BBB        8.12%     +550 bps
Waste Management      $ 350,000,000            2/23/2009  3/11/2015   Baa3/BBB/BBB     6.58%    +462 bps
Arizona Public Service      $ 500,000,000               2/23/2009    3/1/2019   Baa2/BBB-/BBBe      8.73%     +595 bps

Municipal Issues:
Vanderbilt University       $ 250,000,000               2/23/2009    4/1/2019   Aa2e/Aae/Aae       5.25%     +250 bps
University of Minnesota     $ 17,035,000             1/26/2009    4/1/2014     Aa2/AA         3.38%     +180 bps
(Revenue Bonds)                                  4/1/2019                 5.00%    +240 bps
4/1/2029                 6.00%    +240 bps
Superior Sch District        $ 9,020,000              2/2/2009    3/1/2014       AA-           3.65%     +175 bps
(GO Bonds)                                     3/1/2019                 5.00%    +210 bps
3/1/2029                 6.00%    +220 bps

6

Financing Tools Appear Available
The Port now has available to it:
Short-term bank lines of credit up to $200 million
Long-term, fixed-rate bonds $200-400 million
Option of issuing non-AMT bonds for airport project funding to
conserve cash, which could be loaned to project up to $100 million
Total resources: $500-700 million
Can combine these tools in most appropriate manner, based on exact
terms and market conditions available when ready to issue debt
Combinations can help balance
Certainty
Flexibility
Cost

7

Short-Term Bank lines of credit
Two banks each willing to provide $100 million
2  3 year term
Issued as a line of credit or a loan
Variable interest rate currently around 3%
Debt held by the bank, so no remarketing risk
Can be converted to letter-of-credit backed long-term variable rate
debt as market stabilizes




8

Long-term Fixed Rate Bonds
Taxable market currently could support issuance of Port Revenue
bonds:
Port's First Lien likely to attract investors for
$200 - 400 million
30 year bonds
Rates of 8  8.5%
Port's Intermediate Lien is less attractive to investors
$200 - $250 million
10 year bonds (some 30 year bonds possible)
Rates of 8  9%
Fixed rate taxable bonds cannot be called without a penalty
Port Revenue would be pledged to these bonds and they would be
paid from CFCs
Bonds with CFC-only pledge not currently supported by the market
9

Airport Development Fund Loan
Federal stimulus package provides AMT debt "holiday"
Significantly improves market access
Can more economically finance airport projects with lower cost non-
AMT bonds
Funds can be held in reserve to re-pay a bank line
Could loan that cash to project or used to pay down bank lines/loans
with most flexible terms of any other option
State legislature considering statutory change to facilitate such a loan



10

Scenarios
Assumptions used in scenarios
Updated enplanement forecast
Transaction day growth based on enplanement forecast
CFC rate increases 2% per year
CFC revenue = CFC rate X transaction days
Life cycle analysis: CFCs pay for
Debt service
Transportation operations and maintenance
Major maintenance costs
Project re-starts in summer 2009
Approximately $64 million spent through 2008  cash funded
Need for debt funding over the next two years (2009-2010) estimated to be less
than $200 million


11

Scenario One: Base Case
2009
$200 million 10 year fixed rate bonds
$200 million bank lines of credit
2010-2011
Repay one bank line with $100 million 10-30 year fixed rate bonds
Convert one bank line to long-term variable rate bonds
By 2012 the finance structure will be:
$300 million fixed rate bonds 10-30 yrs
$100 million variable rate bonds
By 2019, the 10 year bonds will be refinanced


12

Scenario One: Impacts
Estimated opening CFC: $6.50  7.00
Note: major projects are typically funded with multiple bond issues
Advantages
Debt is issued on Intermediate Lien that was designed to
accommodate CFC funded debt
10 yr maturities carry lower interest rates than long term and
provide flexibility in structuring debt when refinanced
Variable rate debt provides lower interest rates and flexibility to
refund or pay off without penalty
Disadvantages
Refinancing risk when bonds mature  rates could be higher or
lower
Variable rate debt has rate fluctuations and bank exposure (with
letter of credit structure)
13

Variable Rate Debt Component of Structure
The short-term market has historically provided borrowers with a lower
cost of capital
Short-Term Borrowing Cost Relative to Fixed Rate Cost
8.00%
7.00%
6.00%
5.00%
Interest Rate  4.00%
3.00%
2.00%      20-Year Treasury
1.00%      1-month LIBOR
0.00%
Jan- 97   Jul- 97   Jan- 98   98 Jul-   Jan- 99   99 Jul-   Jan- 00   Jul- 00   Jan- 01   Jul- 01   Jan- 02   Jul- 02   03 Jan-   03 Jul-   Jan- 04   04 Jul-   Jan- 05   Jul- 05   Jan- 06   Jul- 06   Jan- 07   07 Jul-   Jan- 08   Jul- 08   Jan- 09
1414

Scenario Two: Maximize Certainty
$425 million fixed rate
30 yr debt
First Lien
Note: negative carry of 100% fixed rate debt issued in 2009
requires greater use of capitalized interest and therefore more bond
proceeds




15

Scenario Two: Impacts and Issues
Estimated opening CFC: $6.75  7.25
Advantages
Certainty of debt service over 30 years
Disadvantages
Uses First Lien capacity for long term
Negative carry on full amount of debt
No flexibility to restructure or take advantage of future market
opportunities



16

Process & Schedule
Process
Staff plans to begin documentation for a bond sale and for the bank lines
Commission approval required for
Each line of credit  two readings of each resolution
Issuance of bonds  two readings of the bond resolution
Project restart
Staff will provide updates on recommended approach to bond market prior
to request for approval
Schedule
March  Commission briefing, begin document preparation
April/May  Update Commission, seek approval for bonds issuance, bank
line, establish Commission parameters
May/June  initiate sale process for bonds based on Commission
parameters
June/July  receive proceeds and re-start project

17

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