Toren Murphy is of counsel in the New York office of Gibson, Dunn & Crutcher. He is a member of Gibson Dunn’s Projects and Infrastructure, Latin America, Capital Markets and Global Finance Practice Groups.
Mr. Murphy’s practice focuses on infrastructure projects, with substantial experience in public-private partnerships, project procurement, construction contracts, project bonds, project finance, TIFIA loan financings and acquisitions of infrastructure assets. He most frequently represents sponsors investing in concessions or leases for infrastructure assets, particularly in the transportation and ports sectors, in these types of transactions. His financing expertise spans both lending and capital markets transactions (including private placements), including structured financings. His practice also focuses on various types of financing transactions in Latin America, where he represents financial institutions and credit funds, most typically in lending transactions that are esoteric in nature.
Prior to joining Gibson Dunn, Mr. Murphy was an associate at Proskauer Rose LLP and White & Case LLP and also was seconded to Deutsche Bank AG New York Branch to provide internal legal coverage to the capital markets desks.
Mr. Murphy earned his J.D. (magna cum laude) in 2007 from the College of Law at Syracuse University, where he served as an executive editor of the Syracuse Law Review and was selected to be a member of the Justinian Honorary Law Society and the Order of the Coif. He also earned his M.A. in international relations (with concentrations in global markets and Latin America) in 2007 from the Maxwell School of Citizenship & Public Affairs at Syracuse University. He earned his B.A. (magna cum laude) in history (with minors in economics and Spanish) from Messiah College in 2002.
Mr. Murphy is proficient in Spanish.
Recent Transactions (Projects and Infrastructure):
- Representation of MIP III (ECI) AIV, L.P. in the buyout from NYK Ports LLC of its 20% indirect minority equity interest in Maher Terminals LLC.
- Representation of NYK Ports LLC in the restructuring and refinancing of its existing senior secured credit facilities.
- Representation of LBCT LLC, the operator of the Long Beach Container Terminal, as borrower, in respect of incremental term loan and capital expenditure loan facilities.
- Representation of MIP V Longtail Holdings, LLC, as buyer, in respect of (i) the acquisition of International Transportation Service, Inc., the operator of a shipping terminal in the Port of Long Beach, from Kawasaki Kisen Kaisha, Ltd., a Japanese shipping line, and Ports America Terminal Holdings II, Inc., as sellers, (ii) concurrent entry into a joint venture in respect of Husky Terminal and Stevedoring, LLC, the operator of a shipping terminal in the Port of Tacoma, and (iii) related senior secured credit facilities for both terminal operators.
- Representation of Ceres Terminal Holdings LLC, a leading provider of stevedoring and terminal operation services, as borrower in the consummation of an incremental senior debt financing.
- Representation of Olivia Holdings, LLC, a subsidiary of Macquarie Infrastructure Partners IV, L.P., (i) as buyer in respect of the acquisition and related financing of LBCT LLC from OOCL LLC and Long Beach Container Terminal, Inc., subsidiaries of Orient Overseas Container Line Ltd. (OOCL), and (ii) entry by LBCT LLC into a container stevedoring and terminal services agreement with OOCL providing a 20-year minimum volume commitment from OOCL to deliver containers to the terminal, and (iii) the related senior secured bank financing transactions.
- Representation of MIP III Bluefin B Holdco, L.P., a subsidiary of Macquarie Infrastructure Partners III, L.P., in connection with its buyout of the equity interests held by its joint-venture partner in Ceres Terminals, a leading provider of stevedoring and terminal operation services, and the related acquisition financing with senior secured credit facilities.
- Representation of Macquarie Infrastructure and Real Assets in the acquisition of Maher Terminals USA, a 454-acre multi-user container terminal in Port Elizabeth, New Jersey from Deutsche Bank, and in related senior credit facilities to finance, in part, the acquisition.
- Representation of Maher Terminals LLC, one of the largest privately held multi-user container terminal operators in the world, and a portfolio company of Macquarie Infrastructure Partners III, L.P., as borrower in respect of a $200 million increase to its capital expenditure credit facility under its existing senior secured loan agreement.
- Representation of Maher Terminals LLC in the refinancing of its existing senior secured credit facilities.
- Representation of NYK Ports LLC, a joint venture between NYK Line and Macquarie Infrastructure Partners III, L.P., in the refinancing of its existing senior secured credit facilities with a new $174 million senior secured credit facility and a $25 million crane lease financing.
- Representation of NYK Ports LLC in respect of senior facilities incurred to finance the acquisition of a 20% membership interest in MIP III Yellowtail Holdings from MIP III (ECI) AIV, L.P., the indirect equity owner of Maher Terminals LLC.
- Representation of NTE Mobility Partners LLC, the developer and operator of Segments 1 and 2 of the North Tarrant Express Facility, a managed toll lanes facility located in Tarrant County, Texas, in connection with the issuance of $1.2 billion aggregate principal amount of senior lien private activity bonds by the Texas Private Activity Bond Surface Transportation Corporation as conduit issuer, in order to refinance the developer’s outstanding private activity bonds and TIFIA loan, in each case incurred in 2009 in connection with the construction and development of the facility; and the entry into a letter of credit facility in order to satisfy certain reserve account funding obligations.
- Representation of NTE Mobility Partners Segments 3 LLC, a subsidiary of Cintra Infrastructures, S.E. and the developer of the North Tarrant Express Segments 3A and 3B Facility, a managed toll lanes project on I-35W in the Dallas-Fort Worth region in Texas, in connection with the issuance of $654 million of senior lien private activity bonds by the Texas Private Activity Bond Surface Transportation Corporation as conduit issuer, in order to finance, in part, the addition of the Segment 3C Facility Segment as a facility extension to the existing facility; and representation of the developer in its negotiation with the Texas Department of Transportation (TxDOT) for the change order and related amendment and restatement of the developer’s existing facility agreement and other project documents.
- Representation of LBJ Infrastructure Group LLC and NTE Mobility Partners LLC, subsidiaries of Cintra Infrastructures, S.E., in negotiations with TxDOT and the North Texas Tollway Authority in order to implement tolling services transition plans and related amendments to their respective tolling services agreements and comprehensive development agreements.
- Representation of Autopistas Metropolitanas de Puerto Rico LLC, operator of the PR-22 toll road project in Puerto Rico, in the refinancing of its existing term loan facility with two separate private placements of senior secured notes.
- Representation of Autopistas Metropolitanas de Puerto Rico LLC, operator of the PR-22 toll road project in Puerto Rico, in connection with a class action litigation defense in respect of tolling practices.
- Representation of Autopistas Metropolitanas de Puerto Rico, LLC, operator of the PR-22 toll road project in Puerto Rico, in the refinancing of its existing senior secured term loan credit facility with a new $335 million term loan credit facility, and concurrent refinancing of its letter of credit facility.
- Representation of Cintra Global and Meridiam Infrastructure as equity sponsors of I-66 Express Mobility Partners LLC in respect of the winning proposal to develop the Transform 66 P3 Project in Virginia and financing transactions (private activity bonds and a TIFIA loan) in connection with achieving financial close in respect of the project.
- Representation of I-77 Mobility Partners LLC as winning bidder for a concession to develop the I-77 HOT Lanes Project in North Carolina and in the related financing transaction including the issuance of $100 million of private activity bonds and a $189 million TIFIA loan from the U.S. Department of Transportation.
- Representation of Cintra Infraestructuras, S.E. in connection with its bid for a concession to develop the SH 288 Toll Lanes Project in Harris County, Texas.
- Representation of VINCI Concessions, Meridiam Infrastructure and Walsh Construction as sponsors in connection with their bid for a concession to develop the I-4 Ultimate Project in Florida.
- Representation of Cintra Infrastructures and Meridiam Infrastructure as sponsors in connection with their bid in respect of the I-10 Mobile Bayway Project in Alabama.
- Representation of Macquarie Capital in bid for development of a bridge project in Illinois.
- Representation of Ferrovial Aeropuertos S.A., the winning bidder, in connection with the Great Hall Project at Denver International Airport in Colorado, the first hybrid demand risk and availability payment transaction in the United States.
Recent Transactions (Latin America):
- Representation of lenders in connection with various credit facilities for oil and gas drilling projects in Mexico.
- Representation of Deutsche Bank AG, London Branch in connection with the refinancing of a senior term loan facility of Telecom Argentina S.A. with senior notes.
- Representation of a lender in connection with a loan facility to a Peruvian construction company.
- Representation of a lender in respect of a revolving loan facility to a Colombian airline.
- Representation of lenders in respect of amendments to senior secured term loan credit facility of Argentine electric utility company and subsequent partial refinancing of the same with complex settlement mechanics.
- Representation of Autopistas Metropolitanas de Puerto Rico, LLC, operator of the PR-22 toll road project in Puerto Rico, in the refinancing of its existing term loan facility with two separate private placements of senior secured notes, various amendments to its letter of credit facility, a class action litigation defense in relation to tolling practices, and various other matters.
- Representation of Deutsche Bank AG, London Branch, as initial lender, sole book-runner and lead arranger in a $300 million term loan facility to Telecom Argentina S.A., to refinance an existing bridge loan facility.
- Representation of CVI Investment Holdings Limited as lender in a $63.4 million senior secured bridge loan facility to Supercanal, S.A., an Argentine provider of cable television services, to refinance existing debt and for capital expenditures for network upgrades.
- Representation of lenders in connection with financing commitments for credit facilities to finance the acquisition of Latin American assets of a major global power producer.
- Representation of Deutsche Bank Securities, Credicorp Capital, Citigroup, Morgan Stanley and Scotiabank as initial purchasers and Interbank as co-manager in the issuance by Orazul Energy Egenor S. en C. por A., a Peruvian partnership limited by shares, of $550 million of its 5.625% Senior Notes due 2027.
- Representation of Deutsche Bank AG, Banco de Credito del Peru, The Bank of Nova Scotia and Banco Internacional del Peru S.A.A. as lenders in respect of a $450 million senior secured credit facility to Orazul Energia Partners S.A.C., a Peruvian company, the proceeds of which were used to finance, in part, the purchase of the business of Duke Energy International Group S.a r.l. in Peru from Duke Energy Brazil Holdings II, C.V. and Duke Energy Uruguay Investments SRL.
- Representation of NML Capital, Ltd. (an affiliate of Elliott Management Corporation) in connection with its $2.4 billion settlement with the Republic of Argentina to satisfy NML’s claims on Argentina’s defaulted bonds.
- Representation of Deutsche Bank AG, London Branch as lender in connection with a term loan credit facility to a Colombian trust to finance the purchase of a portfolio of payroll deduction loans from a Colombian corporation, with the cash flows from such portfolio being applied to repay the borrower’s obligations under the credit facility.
- Representation of General Electric International (Benelux) B.V. in respect of a development loan facility of up to $14 million to Zephyra SpA, a Chilean project company ultimately owned and controlled by Andes Mining & Energy Corporate S.A. and Cheniere Marketing, LLC; and representation of GE Power Systems Inc. in a related engineered equipment package (EEP) and services supply exclusivity agreement entered into with Zephyra SpA, which will use proceeds of the development loans to develop an LNG receiving terminal and an approximately 1,200MW combined cycle gas-fired power generation facility, together with a gas pipeline connecting the terminal and the facility, all in Chile.