Ice Miller is well recognized for its experience in Public-Private Partnerships (P3s) and advises public and private sector clients on P3 transactions, asset monetization and other tools to leverage public assets and develop public infrastructure.

Ice Miller advises public entities (including state and local governments and public institutions of higher education), private developers, lending institutions and infrastructure investors on building effective partnerships for both transportation and social infrastructure projects that leverage private dollars to improve public services.  We have helped our clients evaluate and develop partnerships in both greenfield and brownfield projects in the following areas:
  • Parking garages, parking meters and other parking facilities
  • Educational facilities
  • Water and wastewater facilities
  • Highways, toll roads and bridges
  • Redevelopment of publicly-owned brownfield projects
  • Telecommunications, fiber optics and broadband
  • Airports
  • Stadium and convention facilities
  • Natural gas utilities
  • Student housing
  • Campus energy facilities
  • Campus office and commercial buildings
  • Justice centers
From Concept to Compliance – The P3 Process
Ice Miller’s P3 Group works with our clients through every element of the P3 process, starting with the development of the concept and issuance of a request for interest (or similar document) and continuing through compliance and delivery. Our experience in public finance, public law, structured and project finance, tax, construction, real estate and other related areas provides us with the knowledge and skills to efficiently structure key elements of the P3 process.
Authorizing Legislation - Public entity participation in P3 relationships is typically governed by specific authorizing statutes, which must provide a clear, workable, legally viable path for that public participation. Issues abound with respect to both functionality and legality of public private partnerships. Ice Miller has significant experience in the preparation of these authorizing statutes in a variety of contexts, and also in the defense of those statutes against legal challenges.
Partner Selection – The development of a fair and transparent process is critical to any P3 plan. Whether a P3 is developed from unsolicited proposals or an RFI/RFQ/RFP process, we strive to ensure each proposal process will attract interested investors and withstand legal challenges. Our team works with clients to develop and implement bidding processes and to select concessionaires or operators.
Asset Sales, Purchases and Leases – Our team has a unique set of experience in managing public-private transactions involving real estate transfer and the provision of ongoing service. We understand the unique issues related to government land acquisition and sale; brownfield redevelopment, leasing and transfer; government contracting; and restrictions on government aid to private companies.
Service Standards – The key to the successful implementation of any P3 is the development, negotiation, documentation, implementation and monitoring of service and performance standards. Our construction and litigation teams understand how to develop agreements that ensure all parties understand their obligations and disputes are resolved quickly.
Financial Terms – P3 transactions involve financial instruments that are often foreign to government entities while private investors may be unfamiliar with government funding restrictions and financing mechanisms. Our firm has a unique combination of bond, public law and private finance and banking expertise that allows us to have a deep understanding of the needs of each party in the transaction.
Honors and Awards
  • The Bond Buyer 12th annual National Deal of the Year 2013
  • North American Project Bond Deal of the Year by IJGlobal 2013
  • Nominated as the Deal of the Year – Transport by Infrastructure Journal Awards 2014
  • Partnerships Bulletin – Partnership Award (International) for Best Road Project 2014

Representative Clients

Representative Experience

Our team members have played both a leading role and various support roles in many of the most important and innovative P3 transactions in the United States as highlighted below.
Indiana Toll Road. Ice Miller represented the Indiana Finance Authority (IFA) as its lead counsel in structuring and negotiating the lease of the Indiana Toll Road for $3.8 billion along with an additional $500 million in mandatory expansion projects. From start to finish, the process took less than nine months with the initial RFP in September 2005, a winning bidder selected in January 2006 and the closing in June 2006. Ice Miller assisted the IFA in preparing the RFP; drafting and negotiating the concession agreement; drafting legislation; obtaining legislative approval; and defending three lawsuits seeking to prevent the IFA from moving forward with the transaction. Ice Miller continues to represent the IFA in its ongoing monitoring of the lease and handling disputes with the concessionaire.
Ohio River Bridges East End Crossing Project. Ice Miller was on the team of principal counsel for the P3 procurement for the East End Crossing which is the Indiana portion of the Ohio River Bridges project. The public private agreement for the project was awarded to a private entity which is responsible for developing, designing, building, financing, operating and maintaining a tolled bridge, roadway facilities and associated tunnel, referred to as the East End Crossing, across the Ohio River east of downtown Louisville, KY. This project utilizes an availability payment structure with the private entity and includes a new tolling regime. The project is actively under development with a scheduled completion in 2016. Ice Miller also was borrower’s counsel on a TIFIA loan for the overall project. Visit our case study to learn more.
Ohio River Bridges Toll Services Agreement. Ice Miller represented the Indiana Finance Authority (IFA), acting on behalf of the states’ parties representing both Indiana and Kentucky, in its procurement under Indiana’s P3 statute of a Toll System Provider for the entire Ohio River Bridges Project. This was a bi-state procurement for both the development and installation of an all-electronic “AET” toll collection system and for the management of that AET system for an initial 7 year period. Visit our case study to learn more.
Ohio Department of Transportation. Ice Miller represented the Ohio Department of Transportation in analyzing various potential P3 projects including Phase II of the Innerbelt Design Build Finance Project and the P3 project involving the interchange at Route 36/37 and Interstate Route 71. Ice Miller assisted ODOT in exploring various methods to finance these projects, including both traditional bond financing and P3 opportunities and provided general legal services in support of a host of technical and business/financial aspects of the projects including:
  • Assessment of any legislative, statutory, financial market regulation or other legal issue impacting the design build finance procurement process
  • Analysis of available economic development incentives
  • Assistance in the preparation of the required RFP documents
  • Assistance in the development of the RFP process including the preparation/review of draft and final versions of instructions to proposers
  • Assistance in preparation of the draft and final versions of a DBF contract
  • Advice on potential legal issues from the perspective of respondents and their lenders
  • Assistance in proposal evaluation
  • Coordination and implementation of closing
Ohio State University. The Ohio State University has recently reached financial close with a private concessionaire on a far-reaching transaction involving its energy and utility systems. Ice Miller was an integral part of the OSU legal team on a deal which provides for a 50-year lease agreement with Ohio State Energy Partners and includes a $1.015 billion upfront payment to the University and a $150 million commitment to support academics including financial aid and compensation for faculty and staff.

Interstate I-69 (Section 5). Ice Miller was significantly involved on behalf of Indiana in a P3 project pursuant to which a private developer is developing, building, financing, and will operate and maintain Section 5 of Interstate I-69, which runs from Bloomington to Martinsville, Indiana.
Indianapolis Airport. Ice Miller represented the Indianapolis Airport Authority in its process of selecting an operator to manage the Indianapolis Airport and then in the negotiations to end that relationship when the Authority determined that no further advantages of privatization were being realized. Ice Miller led initial negotiations and provided substantial experience during the course of the contract to ensure that the relationship satisfied various issues important to the Authority, including protecting all outstanding bonds and the ability to issue future tax exempt bonds. In addition, Ice Miller served as construction counsel with reference to the airport’s Mid-field Expansion (approximately $1 billion project).
Indiana Stadium and Convention Building Authority. Ice Miller served as general and construction counsel to the Indiana Stadium and Convention Building Authority since it was created in 2005. The Authority was responsible for the development, design, financing and construction of Lucas Oil Stadium and the expansion of the Indiana Convention Center (combined cost of approximately $1 billion). Ice Miller was also lead real estate counsel to the Authority, and assisted the IFA in the restructuring of permanent financing for the overall project utilizing a variety of public and private sources of repayment. Visit our case study to learn more.
Indianapolis Parking. Ice Miller represented the City of Indianapolis in the privatization of the city's parking meters for a $20 million upfront payment and a revenue share between the city and the concessionaire over the remaining term of the lease. The Ice Miller team was instrumental in this unique structure, which helped to better align the concessionaire's interest with the city's interest, and ensured that proceeds from the transaction would be available for future administrations and generations. In P3 circles, this structure is known as the "Indianapolis Model" and is now being considered in P3 deals as a possible alternative to an aggregate upfront payment.
Indianapolis Water and Wastewater. Ice Miller represented Citizens Energy Group in its acquisition of the Water and Wastewater Systems of the City of Indianapolis, resulting in a payment to the City of approximately $2 billion. The Ice Miller team managed all legal aspects of the transaction, except for utility regulatory approvals, including contract negotiation, due diligence review, environmental regulatory approval, tax issues, all financing and bond-related needs, real estate and statutory compliance issues. Because Citizens Energy Group is itself a governmental entity, the city could sell the systems without adversely affecting the tax exempt bonds. This transaction involved the issuance of approximately $1 billion of tax exempt bonds and the substitution of another $1 billion of Citizens bonds for the city's bonds. Visit our case study to learn more.
Public Higher Education Institutions. Ice Miller has served as counsel and bond counsel for many years to a host of higher education institutions, and has advised a number of them, including for example, Indiana University, Purdue University, Ivy Tech Community College and Ohio State University in various potential public private partnerships either to monetize existing assets or auxiliary systems or to develop new projects jointly with private developers or combination monetization and development projects. Ice Miller has also represented developers working with higher education projects such as graduate or family housing developments.
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