RAVCO, InTransit BC and the GVTA Enter into P3

On July 29, 2005, RAV Project Management Ltd. (RAVCO), InTransit British Columbia Limited Partnership (InTransit BC) and the Greater Vancouver Transportation Authority (GVTA) closed its long-term concession agreement for the design, construction, partial financing, operation and maintenance of a 19.5 km rapid transit line connecting downtown Vancouver with the City of Richmond and Vancouver International Airport (YVR). The project has an estimated design and construction cost of approximately $1.9 billion (2003$) and is the largest public-private partnership (P3) yet to be implemented in Canada. It is also the first rail P3 in North America.

RAVCO is a subsidiary of GVTA and was created to procure and manage the implementation of the project as a public-private partnership. The public funding for the project will be provided to RAVCO by the Government of Canada, the Province of British Columbia, GVTA, the Vancouver International Airport Authority and the City of Vancouver.

InTransit BC is a single purpose entity formed to implement the project. Concurrently with the execution of the concession agreement, InTransit BC entered into an engineering, procurement and construction agreement with SNC-Lavalin Inc. (SNC) for the design and construction aspects of the project. It also entered into a 30-year operating agreement with InTransit BC Operations Ltd. for the operation and maintenance of the line. To finance its capital contribution to the project, InTransit BC raised equity through the placement of limited partnership units with SNC, entities managed by British Columbia Investment Management Corp. (bcIMC) and the Caise de dépôt et placement du Québec (the Caisse). InTransit BC also arranged for debt financing through a long-term loan to an intermediary from a group of European banks led by Société Générale, Norddeutsche Landesbank Girozentrale and Bank of Ireland.

RAVCO was represented by Bull, Housser & Tupper LLP with a team that included John Haythorne, Greg Lewis, Larry Sandrin, Jay LeMoine, James Sutcliffe, Shelley O'Callaghan, Sandra Carter, Max Collett and Andrew Francis. Morley Koffman, Q.C., of Koffman Kalef also advised RAVCO, acted as their corporate counsel and negotiated all of the funding agreements on their behalf.
InTransit BC and SNC were represented by SNC's in-house counsel, David Chemla and Raymond Favreau, and by Davis & Company LLP with a team that included Doug Buchanan, Warren Downs, Don Bell, John Saunders, Doug Morley, Linda Parsons, Jacqueline Kelly, Rowland McLeod, Yukiko Kojima, Ruby Chan and Kate Bake-Paterson.

GVTA was represented by John Smith and Nathan Daniels of Lawson Lundell LLP. GVTA was also represented by Gigi Chen-Kuo, general counsel. Alex Petrenko of Clark Wilson LLP acted for YVR. Peter Fairey of McCarthy Tétrault LLP and Maria D'Archangelo of the legal services branch, Ministry of the Attorney General, acted for the province at various times during the course of the transaction. The federal government was represented by Francis Savage of the federal Department of Justice.

The cities of Vancouver and Richmond were represented by Ross MacDonald of Stikeman Elliott LLP, who worked with Frances Connell, director of legal services for the city of Vancouver, and Phyllis Carlyle, solicitor for the city of Richmond.

Andrew Ivison, Trevor Butcher, Elizabeth van Ulft and James Thomas of CMS Cameron McKenna LLP were UK counsel to the lenders. The lenders' Canadian counsel was Davies Ward Phillips & Vineberg LLP's Carol Pennycook, Melanie Koszegi, Tarne Whiteley, Timothy Moran, Greg Southam and Derek Vesey (securities), Alexandria Pike (environmental) and Siobhan Monaghan and Colin Campbell (tax).

bcIMC was represented by Anne Stewart, David Zacks and Joanne Lysyk of Blake, Cassels & Graydon LLP, and, in regard to taxation matters, Reinhold Krahn of Lawson Lundell. The Caisse was represented by Robert Côté, vice-president, legal affairs, private equity, and by Marc Dorion, Q.C., Kim Thomassin, Byran Gibson, Tim Kwan, Roger Taplin, Claude Desaulniers and Corrie Stepan of McCarthy Tétrault.