June 7, 2017 U.S. Bank National Association Global Corporate Trust Services 10 West Market Street Suite 1150 Indianapolis, Indiana 46204 Attention: Global Corporate Trust Services Telephone: 317-264-2501 Facsimile: 317-636-1951 E-mail: scott.fesler@usbank.com Dissemination Agent, As of this 7th day of June 2017, I-69 Development Partners LLC (as “Borrower”) hereby provides the following Material Event Notice to U.S. Bank National Association (as “Dissemination Agent”) pursuant to the requirements of Section 4(a)(xi) of the Continuing Disclosure Agreement executed by Borrower and Dissemination Agreement dated July 23, 2014 as required by SEC Rule 15c2-12. This Material Event Notice is being submitted by the Borrower in connection with the bonds described below (collectively the “Bonds”). MATERIAL EVENT NOTICE—DOWNGRADE OF RATING On June 6, 2017, Standard & Poor’s Rating Services (“S&P”) downgraded its senior secured debt rating of the I-69 Development Partners LLC (I-69 Section 5 Project) (the “I-69 Section 5 Project”), from “B-” to “CCC-”. The rating was placed on CreditWatch with negative implications, “Credit Watch Negative,” and the recovery rating remains unchanged at “1”, indicating a very high (95%) expected recovery. The Indiana Finance Authority (the “Authority”) issued Tax-Exempt Private Activity Bonds (I-69 Section 5 Project), Series 2014 (the “I-69 Section 5 Project Bonds”), in the aggregate principal amount of $243,845,000, pursuant to Indiana Code 4-4-10.9, as amended, and Indiana Code 4-4-11, as amended, a resolution adopted by the Authority on May 15, 2014, an Indenture of Trust, dated as of July 1, 2014, between the Authority and U.S. Bank National Association, as trustee, and a Senior Loan Agreement, dated as of July 1, 2014 (the “I-69 Section 5 Project Loan Agreement”), between the Authority and the Borrower. Pursuant to the I-69 Section 5 Project Loan Agreement, the Authority loaned the proceeds of the I-69 Section 5 Project Bonds to the Borrower to pay a portion of the costs of the I-69 Section 5 Project. The Authority and the Borrower entered into the Public-Private Agreement (I-69 Section 5 Project), dated as of April 8, 2014, as amended by the First Amendment to Public-Private Agreement (I69 Section 5 Project), dated as of July 23, 2014, for the purpose of constructing the I-69 Section 5 Project. A list of the CUSIP numbers of the I-69 Section 5 Project Bonds is attached hereto as Exhibit A. According to the Municipal Securities Rulemaking Board’s (“MSRB”) Electronic Municipal Market Access website, the Current S&P LT Rating is already shown to have been downgraded to a CCC- Rating as of June 6, 2017. However, per the requirements of Section 4(a)(xi), the Borrower hereby requests that the Dissemination Agent promptly notify the Municipal Securities Rulemaking Board of the S&P bond rating downgrade upon receipt of this Material Receipt Notice. Regards, Roberto Abascal Caballero Chief Financial Officer I-69 Development Partners LLC Exhibit A Series Series 2014 Bond CUSIPs Indiana Finance Authority Tax-Exempt Private Activity Bonds (I-69 Section 5 Project, Series 2014) 45506DLJ2; 45506DLK9; 45506DLL7; 45506DLM5; 45506DLN3; 45506DLP8; 45506DLQ6; 45506DLS2; and 45506DLR4 S&P Global Ratings RatingsDirect® Research Update: 1-69 Development Partners LLC Ratings Lowered To 'CCC-' On Lack Of Funding Agreement; On CreditWatch Negative Primary Credit Analyst: Antonio L Bettinelli, San Francisco {1) 415-371-5067; tony.bettinelli@spglobal.com Secondary Contact: David L Lum, San Francisco 4153715013; david.lum@spglobal.com Table Of Contents Overview Rating Action Rationale CreditWatch Recovery Analysis Related Criteria Ratings List WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE6,2017 1863363 1 I 300052s16 Research Update: 1-69 Development Partners LLC Ratings Lowered To 'CCC-' On Lack Of Funding Agreement; On CreditWatch Negative Overview •We lowered the senior secured issue rating to 1 ccc- 1 from 'B-' on the outstanding $240.315 million private activity bonds whose proceeds were used to fund the construction of I-69 Section 5 Project by I-69 Development Partners LLC (developer) . The rating action reflected our anticipation that we would lower the rating further to the 1 CCC 1 category to reflect higher default risk if the parties could not agree to a rescue plan by the end of May. • Ongoing discussions have not yielded a settlement to replace the contractor and supply additional funding to complete construction. Separately, the Indiana Finance Authority (!FA) has reached out to bondholders to repay the bonds outstanding and take back the concession agreement so that it can complete construction without a public-private partnership agreement in place. • Without undispersed private activity bonds, which cannot be released without an accompanying certification of the technical advisor that sufficient funds are available to achieve substantial completion, we estimate that the project will deplete existing funds sometime before the end of July. •Our 1 ccc- 1 rating reflects that bondholders have not accepted the Indiana Finance Authority (IFA) proposal, and in our view a default appears to be inevitable when the September interest payment is due, absent unanticipated significantly favorable changes in the developer's circumstances or an agreement to repay the bonds in full before a payment is missed. We will lower the issue rating to 1 CC 1 when we expect default to be a virtual certainty, based on our report 11 Criteria For Assigning 1 ccc+ 1 , 1 ccc 1 , 1 ccc- 1 , And 1 cc 1 Ratings, 11 published Oct. 1, 2012 on RatingsDirect. Without intervention from the IFA and/or the sponsor Public Sector Pension Investment Board to inject additional equity, revise the long-stop and substantial completion dates, and replace the current design-build contractor, the project will continue on a path to default. • We placed the ratings on CreditWatch with negative implications to reflect our view that after the past month of negotiations, the IFA and developer appear unable to reach an agreement to enable the completion of the project under the concession agreement. Time has passed without a solution while the parties have negotiated and explored the financial requirements to move forward. Therefore, we have concluded that there is an increased likelihood that the concession may ultimately be terminated WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 6, 2017 2 1863363 I 3ooos2s16 Research Update: I-69 Development Partners LLC Ratings Lowered To 'CCC-' On Lack Of Funding Agreement; · On Credit Watch Negative and further downgrades are probable. • Our recovery rating is unchanged at 1 1 1 , indicating a very high (95%) expected recovery in the event of a payment default. The IFA disclosed on June 2 it had offered bondholders full repayment but the offer was not accepted. Rating Action On June 6, 2017, S&P Global Ratings lowered its senior secured issue rating to 1 CCC- 1 from 1 B- 1 on the Indiana Finance Authority 1 s (IFA) outstanding $240.315 million long-term private activity bonds (PABs) series 2014 (various tranches fully amortized in 2046) issued for the benefit of the developer, I-69 Development Partners LLC. At same time, we placed the rating on CreditWatch with negative implications. Our recovery rating is unchanged at 1 1 1 , indicating a very high (90%-100%; rounded estimate 95%) expected recovery in the event of a payment default. Rationale The u.s.-based !FA issued $243.845 million of PABs and loaned proceeds to the developer, I-69 Development Partners LLC, a limited-purpose entity, to design, build, maintain, and operate Section 5 of the Interstate 69 roadway between Martinsville and Bloomington, Ind., through a public-private partnership (P3) agreement. The rating is now based on our report 11 Criteria For Assigning 1 CC 1 Ratings, 11 published Oct. 1 CCC 1 , 'CCC- 1 1 CCC+ 1 , 1, 2012, given that 1 And the fundamentals of our construction and operations analysis no longer reflect the elevated default risk. The rating action reflects our view that absent unanticipated significantly favorable changes in the developer 1 s circumstances, a default appears to be inevitable within six months. Absent intervention by the !FA and Public Sector Pension Investment Board {PSP, a Canadian pension fund) to support the current developer, the project is poised to run out of liquidity over the next two months, prior to the next interest payment due in September and before the scheduled long-stop date of Oct. 31, 2017. We view the bonds as therefore vulnerable to a default and reliant on significantly favorable changes in the developer 1 s circumstances, which we do not anticipate, such as reaching a solution between the !FA and the sponsor to complete construction with the developer intact. The !FA has appeared to change course away from negotiating terms that would allow the P3 to continue and toward a strategy that would repay existing bondholders, terminate the concession, and issue state-backed debt to complete the project under a traditional public finance model. The !FA and the developer disclosed in a previous public filing that they need a 60-day period to investigate and develop an alternative plan after the near-insolvency of the design-build contractor 1 s ultimate parent, Grupo Isolux Corsan S.A. (Isolux) , derailed the solution proposed under a memorandum of understanding WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE6,2017 1863363 l 3 300052516 Research Update: l-69 Development Partners LLC Ratings Lowered To 'CCC-' On Lack Of Funding Agreement; On CreditWatch Negative in February after Isolux was unable to supply its portion of additional funding at the end of March. Under the concession agreement, the IFA may terminate the concession agreement upon a developer default, if the developer becomes insolvent or for convenience, among other reasons. Upon a developer default that is not cured, the IFA may exercise step-in rights, but only if the bondholders do not exercise theirs. A step-in party may terminate the concession agreement, triggering termination compensation to the bondholders. Therefore, we anticipate that negotiations with bondholders will continue until funding runs out and construction stops. CreditWatch The CreditWatch listing reflects our view that the ratings trajectory for the project 1 s debt is likely to continue downward toward default and that the IFA is more likely to reach an agreement with bondholders to repay the bonds than the sponsor and IFA are to reach an agreement to continue with the current concession and developer in place. We will lower the issue rating to 1 cc 1 if we come to expect default to be a virtual certainty--for example, if the project announces that it will miss its next interest payment, but is still current on these payments--or if we come to believe cash sources are nearly exhausted and there remains no time or little chance that the parties can agree on a plan to move forward before a debt service payment is missed. We could lower our ratings to 1 CC 1 in the coming weeks if an agreement is not reached to repay the bonds in full prior to the next scheduled payment given that the developer does not have enough cash to continue construction efforts and make the September debt service payment. If the developer runs out of cash or ceases construction, the IFA or bondholders could trigger step-in rights, which may reduce the likelihood that bondholders will be repaid in full. Construction efforts remain exceptionally behind schedule. Construction began in December 2014 and was originally scheduled to be completed in October 2016. We estimate that construction is about 60% completed, but this cannot be precisely determined until a replacement contractor is instated with a revised schedule and budget. The IFA assumes substantial completion can be achieved by Aug. 31, 2018. The project is Section 5 of an interstate highway link between Indianapolis and Evansville, Ind., developed as an availability-based P3 project (no tolling revenue) by the Indiana Department of Transportation. The 21-mile reconstruction project undertaken by the developer, which is owned by PSP, was intended to privately design, build, finance, operate, and maintain the project for 35 years following the end of construction. The agreement was structured such that the developer would receive construction milestone payments and availability payments from the IFA. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE6,2017 4 1863363 I 300052515 Research Update: I-69 Development Partners LLC Ratings Lowered To 'CCC-' On Lack Of Funding Agreement; On CreditWatch Negative Recovery Analysis Key analytical factors • The recovery rating on I-69 Development Partners LLC 1 s bonds is 1 1 1 , indicating our expectation of very high (90%-100%; rounded estimate 95%) recovery if a payment default occurs. • We have determined the value based on a liquidation approach because we view the project as a going concern beyond default. • The IFA is uniquely obligated to compensate bondholders if a termination occurs. Under the concession agreement it must pay the greater of project costs at the point of default, less milestone payments or 80% of debt outstanding at concession termination debt. • To determine the liquidation value we assumed the compensation payment from the !FA would be based on the cost method because we view this method to be more likely. Simulated default assumptions • We assume a default later this year, based on the depletion of existing funding sources, without further drawdowns or contributions resulting in a termination of the concession agreement. • We determined our valuation by assuming a termination value based on project costs less IFA milestone payments. • We anticipate the value of the liquidation payment to be $248 million under our default scenario. Simplified waterfall •Net lender value (after 5% assumed administrative costs): $235.6 million • Secured debt assumed outstanding at default (including six months' prepetition interest): $247.8 million • Recovery expectation: very high (95%) We believe a higher repayment is more likely to be achieved through a settlement, as evidenced by the latest offer from the !FA. There is less certainty of recovery under a termination based on alternate recovery methodologies in the concession agreement, and it is possible that recovery could be closer to 70%. We view this as a lower bound if the IFA claims adjustments against the project cost method that reduce the termination payment value. Related Criteria • Criteria - Corporates - Project Finance: Key Credit Factors For Road, Bridge, And Tunnel Project Financings, Sept. 16, 2014 • Criteria - Corporates - Project Finance: Project Finance Framework Methodology, Sept. 16, 2014 • Criteria - Corporates - Project Finance: Project Finance Transaction Structure Methodology, Sept. 16, 2014 • Criteria - Corporates - Project Finance: Project Finance Operations WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNEG,2017 5 1063363 I 300052516 Research Update: I-69 Development Partners LLC Ratings Lowered To 'CCC-' On Lack Of Funding Agreement; On Credit Watch Negative Methodology, Sept. 16, 2014 • Criteria - Corporates - Project Finance: Project Finance Construction Methodology, Nov. 15, 2013 • Criteria - Structured Finance - General: Counterparty Risk Framework Methodology And Assumptions, June 25, 2013 •General Criteria: Criteria For Assigning 1 ccc+ 1 , •ccc 1 , 1 CCC- 1 , And 1 cc 1 Ratings, Oct. 1, 2012 • Criteria - Corporates - Project Finance: Project Finance Construction And Operations Counterparty Methodology, Dec. 20, 2011 Ratings List Downgraded; CreditWatch Action To I-69 Development Partners LLC Senior Secured $7.8 mil tax-exempt bonds due 2029 CCC-/Watch Recovery Rating 1(95%) $6.98 mil tax-exempt bonds due 2028 CCC-/Watch Recovery Rating 1(95%) $6.175 mil tax-exempt bonds ser 2014 due 2025 CCC-/Watch Recovery Rating 1(95%) $5.405 mil tax-exempt bonds ser 2014 due 2026 CCC-/Watch Recovery Rating 1{95%) $78.245 mil tax-exempt bonds due 2040 CCC-/Watch Recovery Rating 1(95%) $52.745 mil tax-exempt bonds due 2034 CCC-/Watch Recovery Rating 1{95%) $6.15 mil tax-exempt bonds ser 2014 due 2027 CCC-/Watch Recovery Rating 1(95%) $76.815 mil tax-exempt bonds due 2046 CCC-/Watch Recovery Rating 1 {95%) From Neg Neg B-/Watch Dev 1 (95%) B-/Watch Dev 1 (95%) Neg B-/Watch Dev 1(95%) Neg B-/Watch Dev 1 (95%) Neg B-/Watch Dev 1 (95%) Neg B-/Watch Dev 1 (95%) Neg B-/Watch Dev 1 (95%) Neg B-/Watch Dev 1 (95%) Certain terms used in this report, particularly certain adjectives used to express our view on rating relevant factors, have specific meanings ascribed to them in our criteria, and should therefore be read in conjunction with such criteria. 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