Regulatory Model Concession of Brasilia, Campinas and Guarulhos International Airports January, 2012
DISCLAIMER This presentation only provides an overview of Contract and Bidding Documents. The information here presented does not exempt a thorough and comprehensive analysis of the original documents in Portuguese. If the contents of the original documents conflict or diverge in any way from this presentation, the information in the original documents should prevail. National Civil Aviation Agency
DISCLAIMER Esta apresentação fornece apenas os principais aspectos do Edital e Contrato de Concessão. As informações aqui presentes não dispensam a leitura completa e compreensiva dos documentos originais em português. Havendo qualquer divergência entre os documentos originais e o conteúdo desta apresentação, considera-se que aqueles se sobrepõem a esta. National Civil Aviation Agency
Summary Initial Remarks Legal Documents Bidding Documents Contract National Civil Aviation Agency 4
Initial Remarks • Connection Fee: R$ 7,00 (domestic and international) • Incorporation of ATAERO: 20,75% Tariff Structure • Viracopos airport tariffs adjusted to Category 1 • Guarulhos: 10% of gross revenue Concession Fee • Viracopos: 5% of gross revenue • Brasília: 2% of gross revenue • Viracopos: 30 years • Brasília: 25 years Contract Term • Guarulhos: 20 years Master Plan • Brasília: 2 runways (independent) Capacity • Viracopos: 4 runways (2 independent + 2 segregated) Assumptions • Guarulhos: 2 runways Minimum Separation: from 5 NM to 3 NM National Civil Aviation Agency
Bidding Documents – Main Dispositions Bidding Object Participation Documents Access Proposal Economic Guarantee Phases Proposal (Bid Bond) Open Outcry Qualification Public Auction Auction Documents Administrative Pre-contractual Appeal Obligations National Civil Aviation Agency 6
Contract - Objects • Concession for expansion, maintenance and operation of the Airports • There are 3 distinct objects: – Brasilia International Airport ( SBBR or BSB ) – Campinas International Airport ( SBKP or VCP ) – Guarulhos International Airport ( SBGR or GRU ) • A single participant may present economic proposals for all 3 airports • Each participant may only win the auction of 1 airport National Civil Aviation Agency 7
Bidding Documents Access and Explanations • Final Bidding Documents will be available to the public through – electronic media, at the National Civil Aviation Agency - ANAC – the website www.anac.gov.br • Technical Visits are optional • Notice of appeal – Final deadline: up to 5 (five) days prior to the submission of economic proposals – It can be submitted for all 3 airports or for each airport individually • Feasibility Studies – Studies findings are only indicative and does not bind ANAC or the future Concessionaire National Civil Aviation Agency 8
Participation • • Restrictions: Possibilities: General: inapt, unable to bid and contract, It is allowed the participation of the convicted of environmental crimes, following bidders, individually or in officials or technical managers who have consortium*: worked at ANAC, Ministry of Defense – Brazilian or foreign legal (MD), Secretary of Civil Aviation (SAC) and entities Infraero in the last 180 days – Pension funds Airlines, its parents, subsidiaries and – Investment Funds affiliates, individually or in consortium, in a proportion equal to or greater than 2% * A single entity, its parent, subsidiaries, affiliates or entities under common control may not participate in Airlines parents and affiliates, controlled more than one consortium or also affiliated to Brazilian public law *There can be no change in the consortium until the entities (or from another country that has date of contract signature signed air services agreement with Brazil) *Airport Operator must have at least 10% of in a proportion greater than 20% consortium participation National Civil Aviation Agency 9
Phases Joint submission of all the envelopes for the three airports Sequential opening of envelopes • Statements, representations and Proposal Guarantee 1 st (1 envelope) 2 nd • Economic Proposal (1 envelope for each airport) • Qualification Documents 3 rd (1 envelope) National Civil Aviation Agency 10
Proposal Guarantee (Bid Bond) • • Cash, federal government bonds, surety The Proposal Guarantee may be bond or bank guarantee. executed in the following cases: – Total or partial default on • Up to 0.7% of contract value. obligations to participate in the • The Bidder shall provide a guarantee auction for each airport that he intends to – Qualification Documents or submit a proposal, according to the winning bidder’s economic following values : proposal inconsistent with bidding documents provisions – Failure to comply with pre- contractual obligations GRU VCP BSB – Successful bidder's refusal to celebrate the concession contract – Fines, penalties and compensations R$ R$ R$ enforcement 123.879.000,00 90.887.000,00 37.342.000,00 National Civil Aviation Agency 11
Economic Proposal • Statement of a financial institution stating that: – Examined the bidding documents, the business plan and the economic proposal Total Fixed – Considers that the economic proposal and Contribution Value business plan are economically feasible offered for each – Considered feasible to grant funding for the airport Concessionaire’s future obligations • Annual Payments • Adjusted annually by • Financial institutions must meet the following: IPCA (price index) – Net worth of over R$ 1 billion – Must not be related to the bidder’s economic group and must not participate in the auction National Civil Aviation Agency 12
Qualification Documents • Legal Qualification • Economic and Financial Qualification • Fiscal and Labor Regularity • Technical Qualification Minimum experience of 5 years operating airport Must have operated airport, in the last 10 years, that has processed at least 5 million passengers/year, including boarding, landing and connecting. National Civil Aviation Agency 13
Public Auction • Opening of Economic Proposals • Classification of Bidders in descending order of Total Fixed Contribution Value for each airport Three top ranked in each airport + Open outcry Auction All other proposals whose values are higher than 90% of the best active bid value National Civil Aviation Agency 14
Public Auction Bidders Object % of best Open outcry auction offer participation Bidder 1 R$ 200 - Yes - Automatic Bidder 2 R$ 190 - Yes – Automatic Bidder 3 R$ 189 - Yes – Automatic Bidder 4 R$ 185 92,5% Yes - higher than 90% Bidder 5 R$ 150 75% No – lower than 90% Bidder 6 R$ 100 50% No – lower than 90% Bidder 7 R$ 76 38% No – lower than 90% National Civil Aviation Agency 15
Open outcry auction • Simultaneously for the three airports • Each bidder may take part of the auction for all three airports, but may not be awarded with more than one General Procedures: If the same bidder submits If The bidder that The the winning bidder the highest bid submitted the auction ends for more highest active bid to is disqualified, the than one airport, the the airport by the only with the winner will be the bid resulting in a end of the auction second highest absence of new lower Global Fixed will be awarded active bid of its bids Contribution Value with it airport will be considered inactive National Civil Aviation Agency 16
Administrative Appeals • Unique appellate stage for the public session: – Possibility of a single appeal after the decision on the winners of the auction – Appeal may include all previous decisions of the Session Public Committee – Deadline of 5 working days for the submission of the appeal, starting from the publication of the decision that will declare the winners of the public session National Civil Aviation Agency 17
Pre-contractual Obligations • • Private Shareholder Formation Signing of Private Shareholders’ agreement – SPE composed of the companies – Binding 50% plus one of the voting that won the auction and presentation of its bylaws capital shares of the Private Shareholder • Indication of its corporate structure • Performance Security Guarantee • Minimum Share Capital Payment: (corresponding to 5% of contract value): (corresponding to the need – Brasilia: R$ 266,732,000.00 for capital relative to first investments – Campinas: R$ 649,197,550.00 cycle): – Guarulhos: R$ 884,853,800.00 – Brasilia: R$ 243,251,000.00 • Refund to preliminary studies to the – Campinas: R$ 435,513,000.00 auction: – Guarulhos: R$ 543,315,000.00 – Brasilia: R$ 2,536,053.46 – Campinas: R$ 7,697,166.54 – Guarulhos: R$ 7,031,910.77 National Civil Aviation Agency 18
Contract – Main Dispositions Implementation Parties to the Object of the Contract phases of the Contract Concession Annexes object Term Airport Current Comitted and Value of Operation Concession fees Capital Program Plan Contract Remuneration Economic and Rights and of the Financial Risks Allocation Duties Concessionaire Balance Transfer of Shareholders Airport Areas Employee Concession / Agreement Dispositions Assignment Control National Civil Aviation Agency 19
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