Nossaman LLP

Corey A. Boock

Partner

T 213.612.7881
F 213.612.7801
777 South Figueroa Street, 34th Floor
Los Angeles, CA 90017

A  nationally recognized leader in the field of public-private partnerships (PPPs), Corey Boock   brings nearly 25 years' experience to structuring, procuring, financing and negotiating cutting-edge deals in the transportation industry, as well as the social infrastructure, water/wastewater and solid waste sectors.

Mr. Boock deploys a wide range of PPP and alternative project delivery and innovative finance approaches, including toll concession/franchises, availability payment concessions, design-build, design-build-finance and design-build-operate-maintain.  He has represented public agencies as well as private sponsors and contractors in Alaska, Arizona, California, Indiana, Michigan, Nevada, North Carolina, Texas, Virginia, and British Columbia.

Largely as a result of his leadership role in the $1.18 billion East End Crossing project that achieved financial close in March 2013, Mr. Boock was profiled as a 2013 "Project Finance MVP" by Law360.  The East End Crossing project and financing included the largest issue of private activity bonds for a U.S. PPP transportation deal and the first U.S. bridge availability-payment concession transaction.

Mr. Boock guides state departments of transportation as well as regional and local transportation agencies in developing PPP programs from the outset – including the Arizona Department of Transportation, the Indiana Finance Authority, the Nevada Department of Transportation, the North Carolina Department of Transportation and the Texas Department of Transportation (largest PPP program in U.S. history).

In this capacity, Mr. Boock helps public agencies assess legislative frameworks and constraints, develop program guidelines and policies, create and implement PPP project screening and feasibility studies, create consultant conflict-of-interest policies, and organize and structure master project-delivery schedules that prioritize and logically deliver multiple PPP projects.

Mr. Boock's diverse practice extends beyond the transportation sector to the social infrastructure, water/wastewater and solid waste sectors.  He is in the forefront of applying proven PPP models to the development of social infrastructure projects, such as courthouses and prisons.

In addition, Mr. Boock offers almost two decades of experience advising private-sector clients on PPPs and design-build (and its variations) in the water/wastewater sector.  He has been particularly active in the use of innovative project delivery on water/wastewater/biosolid and related treatment and reclamation facilities in California and throughout the West Coast.

In the solid waste sector, Mr. Boock has advised on groundbreaking public sector divestitures and private sector sales of solid waste facilities (landfills and transfer stations) and outsourcing of operations, including pioneering transactions for counties in California.

Mr. Boock regularly speaks to professional and trade associations on the use of PPP and alternative project delivery to finance and deliver high-priority infrastructure projects.

Representative Work

  • Indiana Finance Authority – PPP Program.  Lead attorney on the Nossaman team advising IFA on availability-payment projects within its innovative PPP infrastructure program.  Indiana has established itself as a national leader in leveraging private-sector capital and innovation to finance, construct and maintain major transportation infrastructure projects.  In each of the listed projects, Mr. Boock has been involved with procurement, drafting and finalizing of the RFQ and RFP documents, developing and administering the evaluation process, and negotiating the contract agreement.  With respect to closed projects, he continues to be involved with contract administration.
    • East End Crossing.  Lead attorney on the Nossaman team advising on the PPP procurement to design, build, finance, operate and maintain East End Crossing.  East End Crossing is a $1.18 billion, six-lane toll bridge across the Ohio River.  It is the largest PAB issue for a U.S. PPP transport deal and the first U.S. bridge availability-payment transaction.  Procurement was completed in record time – ten months from issuance of the RFQ to commercial close.  The financial package included $194.5 million short-term bonds secured by "milestone payments," earned by meeting construction completion milestones, and $482 million of long-term bonds secured by availability payments, earned by meeting ongoing operational standards.  The project is scheduled for completion in 2017.
      East End Crossing was the first P3 transaction ever named 2013 "Deal of the Year" by The Bond Buyer.  It was also named ARTBA 2013 P3 Project of the Year.  It is the first P3 transportation deal that does not use TIFIA funds in its capital structure.  Plus, it is the first P3 availability project debt to receive a "flat" investment-grade rating from both Standard & Poor's and Fitch.
    • I-69 Section 5.  Lead attorney on the Nossaman team advising IFA on a $370 million design-build-finance-operate-maintain availability payment PPP procurement and contract for Section 5 of the six-phase I-69 project.  It is Indiana's second availability-payment project, following close on the heels of the highly successful East End Crossing.  Section 5 will run 21 miles between Bloomington and Martinsville, upgrading SR 37 into an interstate highway.  The project also will add four new interchanges, four new overpasses, and improvements to existing interchanges and overpasses.  Commercial close was reached in April 2014, with financial close achieved in July 2014.  Section 5 is scheduled to open by the end of 2016, several years ahead of schedule.
    • Indiana Portion of the Illiana Corridor/I-65 Added Capacity Project.  Lead attorney on the Nossaman team advising IFA on the Indiana Portion of the Illiana Project, a $1.3 billion, 47-mile tolled highway facility that would extend from I-55 in Illinois (Will County) to I-65 in Indiana (Lake County).  The toll facility would serve primarily as a trucking corridor to remove heavy traffic from local roads. In a bi-state effort, Illinois and Indiana will cooperate to deliver their separate sections of the project.  Nossaman is advising IFA on the 11.7 mile Indiana section, which will be a four-lane, median-divided tolled highway extending from the state line to I-65 north of Lowell.  IFA has further expanded the overall project by including an expansion and reconstruction of portions of I-65 between SR-2 and US 30.  The design-build-finance-operate-maintain availability payment PPP project will be IFA's third use of this structure.  The project is currently under procurement.
    • Ohio River Bridges Toll Service Provider.  Lead attorney on the Nossaman team advising IFA on this project to secure a toll service provider to provide, operate, manage and maintain a toll collection system for the Ohio River Bridges Project through a toll services agreement, as well as provide back-office and customer service support.  The ORB project includes the East End Crossing being developed by IFA through an availability payment PPP and the Downtown and Kennedy Bridges being developed by Kentucky through design-build.  Tolls will be collected through an all-electronic tolling system.  Six companies have submitted qualified bids.  The project is currently under procurement.  A toll services provider is anticipated to be selected in late 2014.
  • City of Indianapolis – Marion County Consolidated Justice Facility.  Leader of the Nossaman team advising on all aspects of this innovative social infrastructure PPP project.  Structured as an availability payment concession, this PPP transaction is one of the first of its kind for a justice complex.  The 1.2-million-square-foot facility combines a new adult detention center (approximately 3,500 beds) with a community corrections facility, courthouse (approximately 32 criminal courts), sheriff's department offices and new surface parking facilities.  The City released an RFP to three shortlisted teams in June 2014. Commercial close is anticipated in late 2014/early 2015 and the facility is targeted to open in 2018.  Mr. Boock is leading the effort to structure the procurement, draft and finalize the RFQ and RFP documents, develop and administer the evaluation process, and negotiate the PPP agreement.
  • North Carolina Department of Transportation – I-77 HOT Lanes.  Co-lead attorney for the Nossaman team assisting with the structuring, development, procurement and administration of a $600 million toll concession PPP for this project.   The I-77 HOT Lanes project adds high-occupancy toll lanes to the median of I-77 heading north out of Charlotte; the route serves Mecklenburg County.  Fees will be dynamic; as the number of vehicles in a lane goes up, so will the fee.  Proposals to develop, design, build, finance, operate and maintain the stretch of road for 50 years through a PPP were submitted in March 2014 and an apparent best value proposer has been announced.  This project is the state's first PPP and its first toll concession.
  • Nevada Department of Transportation – Project Neon.  Lead attorney for the Nossaman team working on this project.  Project Neon is a 3.7-mile transportation improvements project along the heavily trafficked I-15 in downtown Las Vegas – from the Sahara Interchange to the US 95/I-515 Interchange (also known as the Spaghetti Bowl).  Mr. Boock and his team have been involved with the project since the mid-2000s, advising NDOT on project/program legislation, screening and procurement strategy, structure and implementation.
  • Riverside County Transportation Commission – SR 91 Express Lanes and I-15 HOT Lanes.  Lead attorney on the team advising RCTC on the design-build procurements to develop, procure and finance these projects.  The $1.3 billion SR 91 project adds four high-occupancy toll lanes through Corona, extending the existing 10 miles of similar and highly successful express lanes in Orange County.  The $632 million design-build contract for SR-91 was awarded in July 2012 and the project is currently under construction.  It is scheduled for completion in 2017.  The I-15 HOT Lanes project will run 15 miles from Cajalco Road on the south to SR 60 on the north, adding one or two tolled express lanes in the median in each direction.  The project is currently under environmental analysis with a potential procurement slated for 2015.  Mr. Boock is leading a broad array of legal support for the projects, including structuring the procurement, drafting procurement and contract documents, risk analysis, advice on compliance with federal and state procurement and contract requirements, and assistance in development of cooperative agreements with local and state entities.
  • Water/Wastewater Projects.  For more than 15 years, West Coast regional counsel to an international design-build contractor and operations and maintenance service provider of water and wastewater services in connection with industrial projects and municipal privatizations of water and wastewater treatment facilities.  Projects have included operations and maintenance agreements, design-build agreements and DBOM agreements.  Mr. Boock's responsibilities have included the preparation and drafting of the legal portions of this client's RFP submissions, the structuring of all legal aspects of the transactions, the drafting and negotiation of the major project agreements, and assistance with the structuring of financing for the projects.  His work for this client includes:
    • DB, DBOM, DBFOM, OM.  Successful representation of the company in transactions in California in the cities of Arvin, Burlingame, Lathrop, Palm Springs, Richmond and Santa Paula.  In addition, he worked on matters in Honolulu, Indianapolis and Plattsburgh, New York.
    • Concessions/PPP.  Most recently, in the City of Rialto, Calif., representation of this client in a precedent-setting use of a PPP structure for a water/wastewater project.  The approximately $175 million transaction was bond financed through a private placement and an approximately $26 million equity contribution.  The 30-year concession agreement provides for approximately $40 million of near-term capital improvements, long-term operations and maintenance of water/wastewater facilities, and potential future capital improvements.  Mr. Boock helped negotiate and document all project agreements involving the client.
  • Solid Waste Facilities and Projects
    • County of San Diego – Solid Waste System Divestiture.  Primary attorney for the County in a $180 million divestiture of its solid waste system and assets.  The transaction, which was the largest municipal divestiture of solid waste assets in the United States at the time, included sale of four landfills, one transfer station, one recycling center and other solid waste assets to Allied Waste and addressed the disposition of ongoing landfill gas/electricity production.  Mr. Boock structured and implemented the procurement process.  He was lead drafter and negotiator for the County on all aspects of the transaction.  He coordinated all due diligence and closed the multi-property escrow as scheduled.  This sale was the first successful privatization of publicly owned landfill assets in California in many years.
    • The Newhall Land and Farming Company – Chiquita Canyon Landfill.  Provided counsel in connection with the sale of the Chiquita Canyon Landfill, one of the largest in Los Angeles County.  Drafted and negotiated all transaction documents and coordinated closing of the sale, including the procurement of environmental insurance and permitting issues.  Mr. Boock also drafted and negotiated a landfill operating agreement with a third-party operator that was ultimately not implemented due to a litigation settlement and the resulting sale of the landfill.
    • County of Sonoma – Solid Waste System Divestiture.  Primary attorney advising the County in connection with the potential divestiture of its solid waste system and assets.  The transaction included the divestiture of the Central Landfill and five transfer stations.  Coordinated all due diligence, helped develop and implement the County's procurement process, and coordinated the activities of financial advisors to the County.  Prepared all procurement documents and drafted and negotiated the purchase and long-term disposal agreement with the selected proposer.  A final agreement was brought to the Board for consideration, with three of the five supervisors voting in favor of the transaction.
    • County of Riverside – Solid Waste System Divestiture.  Primary attorney advising the County as it investigated and assessed the potential of divesting itself of some of its landfill assets.  Mr. Boock assisted with the analysis by the County staff and advised the Board of Supervisors on the issues associated with a potential divestiture.

Awards & Honors

Chosen for individual recognition for Projects: PPP Nationwide by Chambers and Partners, 2014.

Bio Photo
Bio Photo

Practices

Education

J.D., University of California, Los Angeles School of Law, 1990, Order of the Coif

A.B., Stanford University, 1987, with distinction

Admissions

California

Professional Affiliations

Design-Build Institute of America

Awards & Honors

Chosen for individual recognition for Projects: PPP Nationwide by Chambers and Partners, 2014.

     
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