HomeMy WebLinkAbout26-City Manager ORIGINAL.
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
From: Fred Wilson, City Manager Subject: Authorization for staff to
proceed with the refunding of the City's
Dept: City Manager's Office Series 1996 Lease Revenue Bonds
Date: February 28, 2007 Meeting Date: March 5, 2007
Synopsis of Previous Council Action:
February 21, 2007 — Ways and Means Committee recommended that this item be
moved forward to the full Council for approval.
Recommended motion:
That staff be authorized to proceed with the refunding of the City's Series 1996 Lease
Revenue Bonds.
014
Signature
Contact person: Jan Wages Phone: 384-5122
Supporting data attached: staff report, attachments Ward: All
FUNDING REQUIREMENTS: Amount: Total potential savings of $473,000 -
$634,000
I
Source: (Acct No.)
(Acct. Description)
Finance:
Council Notes:
Agenda Item No.
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
Staff Report
Subiect•
Authorization for Staff to proceed with the refunding of the City's Series 1996 Lease Revenue
Bonds.
Background:
The City recently received a proposal from Piper Jaffray, a bond-underwriting firm, concerning a
potential refunding of the City's Series 1996 lease revenue bonds that would generate savings to
the City without extending out the maturity of the bonds. Piper Jaffray & Co. is a full service
investment banking and brokerage firm. Established in 1895 and headquartered in Minneapolis,
the firm currently employs 1,055 people in 21 locations across the United States.
The proposal was forwarded to an independent financial advisor, Public Financial Management
(PFM), for their review and analysis. PFM provided the attached analysis as a courtesy to the
City (Attachment A). The analysis shows potential savings to the City that could be realized
through the proposed refunding.
At the Ways and Means Committee meeting on February 21, 2007, Peter Shellenberger, Senior
Managing Consultant for PFM, made a presentation to the Committee outlining cashflow savings
which may be realized by the refunding of these bonds (Attachment B). The Committee
recommended tha t the Cit y p roceed
with the refunding.
g•
If the Council authorizes staff to proceed with the bond refunding, a financial team will be
assembled to execute the transaction. It is estimated that refunding bonds could be priced in
approximately 12 weeks' time. This includes document preparation, bond insurance solicitation,
rating agency conferences, pricing negotiation and closing of the potential 2007 Refunding
Bonds. Near the end of the process, the matter will be brought back to the Mayor and Council
for final review and approval.
Financial Impact:
Under current market conditions, total cashflow savings of up to $634,000 could be realized
through 2023, or approximately $37,000 to $42,000 annually. Alternatively, the financing could
be structured to realize the savings up front, resulting in a one-time savings of$473,000.
Given the fact that it will take approximately 12 weeks to prepare to issue the bonds, the exact
amount of savings may vary as interest rates may fluctuate during that time. As noted in the
memo from PFM, staff recommends that the transaction only be completed if savings can meet
the industry standard 3.0 percent minimum "present value" debt service savings threshold at the
time of pricing.
Recommendation:
That Staff be authorized to proceed with the refunding of the City's Series 1996 Lease Revenue
Bonds.
Sri
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A.
50 California Street 415 982-5544
FM' Suite 2300 415 982-4513 fax
San Francisco,CA 94111 www.pfm.com
The PFM Group
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Public Financial Management,Inc.
PFM Asset Management LLC
PFM Advisors
February 16,2007
MEMORANDUM
To: Fred Wilson, City Manager— City of San Bernardino
Lori Sassoon,Assistant City Manager- City of San Bernardino
From: Peter Shellenberger, Senior Managing Consultant-Public Financial Management, Inc.
Michael Mandelbaum, Consultant—Public Financial Management,Inc.
Re: Evaluation of Refunding Opportunities for the San Bernardino Joint Powers Financing Authority
Lease Revenue Refunding Bonds,Series 1996
At the request of the City of San Bernardino (the "City"),Public Financial Management is pleased to present
our review of Piper Jaffray's proposal and our own independent analysis regarding refunding opportunities
for the San Bernardino Joint Powers Financing Authority (the "JPFA" or "Authority") Lease Revenue
Refunding Bonds,Series 1996 (the"1996 Bonds").
In summary, current market conditions provide an opportunity to refund the Series 1996 Bonds and generate
significant debt service savings to the City. Total debt service savings are currently estimated to be $634,000
through 2023 or $37,000 to $42,000 annually. This represents a present value savings of approximately
$473,000. PFM believes these savings justify moving forward with the refunding transaction, permitting
available City staff time to participate in the refunding transaction. PFM would be pleased to coordinate the
efforts of the City's financing team with the goal of minimizing required City resources on this transaction.
Execution of this refunding transaction would take approximately 12 weeks from the kickoff meeting.
Overview of the Series 1996 Bonds
The San Bernardino Joint Powers Financing Authority (the "JPFA" or "Authority") Lease Revenue
Refunding Bonds, Series 1996 (the "1996 Bonds") were issued in the original amount of $16,320,000 on
December 18, 1996 and are currently outstanding in the amount of $10,395,000. The 1996 Bonds were
issued for the purpose of refunding the City's then outstanding Series 1992 Certificates of Participation (the
"1992 COPS"). The City's 1992 COPS were variable rate securities, callable on any interest payment date. As
such, the refunding of the 1992 COPs constituted a current refunding. The 1996 Bonds are subject to
optional redemption by the Authority, at the direction of the City in whole or in part on any date on or after
January 1,2007 at the redemption prices listed below:
Redemption Date Redemption Price
January 1,2007 through December 31,2007 102% of par
January 1,2008 through December 31,2008 101% of par
January 1,2009 and thereafter 100% of par
The 1996 Bond documents require the City to provide written notice to the Authority and to the Trustee
(Wells Fargo) of the exercise of the optional redemption at least thirty (30) days but not more than sixty (60)
City of San Bernardino
p Series 1996 JPFA Lease Revenue Bonds—Refunding Analysis
Page 2
days prior to the actual call date. Assuming the City executes the potential refunding prior to January 1, 2008,
the City would have to pay the 2.0 percent call premium stated in the bond documents and listed above. For
example, the City would pay an additional $207,900 in call premium on the outstanding 1996 bonds. This
premium is accounted for in the refunding analysis below.
Refunding Analysis Methodology
The City's potential refunding of the 1996 Bonds would be executed to generate annual debt service savings.
Debt service savings are generated when current market yields are lower than the existing interest-bearing
coupons on the outstanding bonds. For example, the 1996 Bonds have coupons ranging from 5.30 percent
for the 2008 maturity to 5.70 percent on the 2023 term bond. These existing coupon rates could be replaced,
based on current market conditions, with lower yields ranging from 3.53 percent in 2008 to 4.41 percent in
2023.
Typically, a minimum savings threshold is established by the issuer in advance of executing any potential
refunding. The industry standard commonly used across the U.S. is a 3.0 percent minimum "present value"
debt service savings threshold. This is calculated by discounting the annual debt service savings by the
arbitrage yield on the refunding bonds and dividing that amount by the par amount of the refunded bonds:
the result needs to equal at least 3.0 percent. Using the present value savings accounts for the timing of the
debt service savings and is particularly useful when comparing "uniform" debt service savings to "front-
loaded" debt service savings. Both can be compared on an economic basis using the "apples-to-apples"
present value calculation.
Refunding Results
As noted in the section above, all or only a portion of the outstanding 1996 Bonds can be optionally
redeemed; economically, only those that provide sufficient savings to the City should be refunded. PFM's
refunding analysis begins with a maturity-by-maturity analysis identifying individual maturities that yield a 3.0
percent present value savings or greater. Our maturity-by maturity analysis also identifies those individual
maturities that yield an option value of 80 percent or greater. This metric is unique to PFM's analytical
approach and recognizes that the City's call option on the 1996 Bonds has an economic value and should be
exercised at the right time, under the most optimal market conditions. Individual maturities that yield an
option value of at least 80 percent are considered strong candidates.
The results of the maturity-by-maturity analysis are presented on the page below. The maturities 2012
through 2023 individually provide present value savings in excess of 3.0 percent and therefore, should be
considered strong refunding candidates. The 2010 and 2011 maturities (part of the 2015 term bond) show
high option value,over 90 percent,and therefore should also be considered strong candidates for a refunding.
The 2008 and 2009 maturities may present negative savings and, as such, may not present any economic
savings for the City. PFM will work with the City to further explore whether or not to include these two
maturities in any potential refunding.
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City of San Bernardino
Series 1996 JPFA Lease Revenue Bonds—Refunding Analysis
Page 4
Our results build off the maturity-by-maturity analysis as we structure a potential refunding with the strong
candidates identified above. All the maturities, 2010 through 2023, are strong candidates and are included in
our refunding analysis. Additionally,in order to tie-out to Piper Jaffray's numbers we have included the 2008
and 2009 maturities as well. There may be non-economic reasons to include these two bonds in a refunding;
namely, to legally defease the entire 1996 Bonds and remove them from the City's balance sheet or to provide
for a smooth transfer of the debt service reserve fund from the 1996 Bonds to the potential 2007 Refunding
Bonds.
The results of our aggregate refunding analysis are presented below. Results in aggregate differ from the
maturity-by-maturity analysis because the difference between debt service reserve fund earnings is accounted
for in the aggregate. This is a more accurate approach and provides a net-to-net cash flow comparison for
the refunding transaction. It is important to note that the debt service reserve fund for the 1996 Bonds is
currently invested according to a Reserve Fund Forward Sale Agreement with Bear Stearns Capital Markets
and the impact of transferring that Agreement or terminating that Agreement must be more fully examined
prior to proceeding with the potential refunding transaction.
Our numbers use the interest rate scale provided by Piper Jaffray for their 2/13/2007 analysis. All
transaction costs are accounted for in our analysis and are stated below:
Cost of issuance: $150,000
Underwriter's Discount: $7.50/bond
Bond insurance: 50 basis points
Based on current market conditions, the City could realize approximately $634,000 in total cash flow savings
through 2023, or approximately $37,000 to $42,000 annually by refunding the Series 1996 Bonds. Total
savings is estimated to be $473,000 on a present value basis, or 4.57 percent of the refunded par amount.
Based on current market conditions, this potential refunding transaction exceeds the 3.0 percent minimum
savings threshold and represents a strong candidate for the City's consideration.
City of San Bernardino
Series 1996 JPFA Lease Revenue Bonds-Refunding Analysis
Page 5
City of San Bernardino - Series 1996 Refunding Analysis
Annual Debt
Date Series 1996 Bonds Prior Series 2007 Bonds Savings Present Value to 4/1/2007
Net Cash Flow Refunding Net Cash Flow @ Arbitrage Yield
1/1/2008 943,167 901,655 41,512 43,847
1/1/2009 925,016 883,654 41,362 39,706
1/1/2010 921,431 879,574 41,857 38,501
1/1/2011 920,391 879,791 40,600 35,812
1/1/2012 922,951 884,055 38,896 32,906
1/1/2013 923,831 882,107 41,724 33,748
1/1/2014 923,031 884,110 38,921 30,201
1/1/2015 920,551 879,790 40,761 30,255
1/1/2016 921,391 884,376 37,015 26,358
1/1/2017 924,626 887,592 37,034 25,235
1/1/2018 920,581 879,350 41,231 26,837
1/1/2019 919,541 879,950 39,591 24,667
1/1/2020 921,221 883,585 37,636 22,441
1/1/2021 920,336 879,985 40,351 23,001
1/1/2022 921,886 884,212 37,674 20,543
1/1/2023 -576,444 -614,563 38,119 19,873
Total: 13,273,504 12,639,221 634,283 473,930
PV Savings as a%of Refunded Par 4.56%
*Cash Flow Savings Assuming Piper Jaffray&Co.Scale as of 2/13/2007
Actual debt service savings are contingent on prevailing market conditions: if interest rates increase, the City's
savings will decrease. PFM has performed a sensitivity analysis on the refunding savings by adjusting the
interest rate scale provided by Piper Jaffray upwards 20 basis points (.20%) and 40 basis points (.40%). The
resulting decrease in debt service savings has been calculated and is presented below for the City's review.
City of San Bernardino
Series 1996 JPFA Lease Revenue Bonds-Refunding Analysis
Page 7
City of Bernardino Refunding
Cash Flow Savings Sensitivity Analysis
Date Base Case Base Case+20 bps Base Case+25 bps 1 Base Case+40 bps
1/1/2008 41,512 30,150 28,244 17,447
1/1/2009 41,362 25,753 28,365 19,893
1/1/2010 41,857 27,249 24,800 16,908
1/1/2011 40,600 27,026 24,712 17,428
1/1/2012 38,896 26,398 24,224 17,577
1/1/2013 41,724 30,356 28,329 17,353
1/1/2014 38,921 28,726 26,850 16,781
1/1/2015 40,761 26,793 25,074 20,950
1/1/2016 37,015 29,520 27,965 19,610
1/1/2017 37,034 30,873 24,488 17,153
1/1/2018 41,231 26,471 25,473 19,211
1/1/2019 39,591 26,696 25,883 20,731
1/1/2020 37,636 26,678 26,058 17,061
1/1/2021 40,351 26,415 25,996 18,436
1/1/2022 37,674 1 26,059 25,850 19,785
1/1/2023 38,119 27,327 24,495 17,294
Total Gross Sa ' s: 634,283 442,488 416,805 293,617
Total PV Savings: 473,930 327,268 308,582 ry 216,121
Savings as%of
4.57% 3.16% 3.00% 2.08%
Refunded Par:
If interest rates increase 20 basis points over current market conditions, cash flow savings would decrease
from $634,000 to $442,000. Present value savings would decrease to $327,000 or 3.16 percent of refunded
par; still exceeding the 3.0 percent minimum threshold. An increase of 40 basis points would reduce cash
flow savings to $294,000 or $216,000 on a present value basis; 2.08 percent of par. Based on our "break-
even"analysis,interest rates can increase 25 basis points over the baseline Piper Jaffray scale and still keep the
City's potential refunding transaction at the minimum threshold.
Estimated Transaction Costs
There are three transaction cost categories associated with implementing the potential refunding on behalf of
the City: (i) cost of issuance for the City's financing team, (ii) bond insurance costs and (iii) underwriter fees.
Total transaction costs are detailed below. It is important to note that all estimated transaction costs have
been accounted for and factored into the savings numbers presented above.
it
Estimated Transaction Costs
Cost of Issuance + Bond Insurance+ Underwriter's Discount
City of San Bernardino
Lease Revenue Refunding Bonds, Series 2007
Estimated Par Amount: $10,525,000
Estimated Costs of Issuance
Bond Counsel $ 45,000.00
Bond Counsel - Expenses $ 5,000.00
Financial Advisor $ 37,000.00
Financial Advisor Expenses $ 2,000.00
Disclosure Counsel $ 40,000.00
Trustee/Escrow Agent $ 2,500.00
Trustee's Counsel $ 1,500.00
Trustee's Counsel Expenses $ 1,000.00
Title Insurance $ 30,000.00
Verification Agent $ 2,000.00
Miscellaneous $ 5,000.00
Total Estimated Costs of Issuance $ 171,000.00
Bond Insurance (50 basis points) $ 72,000.00
Underwriter's Discount($7.50/bond) $ 78,937.50
Total COI plus Insurance plus Underwriter's Discount $ 321,937.50
The estimated cost of issuance to pay the City's bond counsel, disclosure counsel, financial advisor and all
other members of the financing team (except the underwriter) is approximately $171,000. Bond insurance
will be competitively solicited and is currently estimated to cost $72,000. The underwriter's will market and
sell the bonds on behalf of the City and are currently estimated to be paid approximately $7.50 for each
$1,000 of bonds sold, for a total underwriter's fee of$78,937.50.
All of the costs stated above are estimates and are subject to change. Furthermore, all costs are assumed to
be paid with bond proceeds and will not require funds from the City's budget. All transaction costs have
been factored into the savings estimated previously presented.
Recommendation and Next Steps
Current market conditions provide an opportunity to refund the Series 1996 Bonds and generate significant
debt service savings to the City. It is important to note actual savings will be dependent upon the final rates
received on the potential refunding bonds and, as such, savings do carry interest rate risk until the refunding
bonds are priced. Current market conditions could increase up to 25 basis points and still provide savings at
3.0 percent of refunded par; a minimum threshold commonly used to justify refunding transactions. PFM
believes that this refunding is sufficiently above the minimum threshold (4.57 percent of refunded par) that
the City should seriously consider executing the refunding transaction.
If the City elects to move forward with this refunding transaction, PFM would be pleased to work with the
City in assembling the financing team and executing the transaction. We estimate that refunding bonds could
be priced in approximately 12 weeks time. This includes document preparation, bond insurance solicitation,
rating agency conferences, City Council approval, pricing negotiation and closing of the potential 2007
Refunding Bonds. Proceeds from the refunding bonds would be placed in a refunding escrow for
approximately 30 days to provide sufficient notice to call the Series 1996 Bonds. A summary timeline for
transaction execution is presented below.
Week
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
----- ---------
Kickoff Meeting Marketing -■�
Preliminary-- Documents Drafted Call
['finalize Structure& Prior
Refunding Structure Rating Agency Presentation Documents
Determined Credit Enhancement Solicitation LLndisj
PFM is pleased to continue our work with the City and we look forward to discussing this analysis further or
providing you with additional information. Please call us at (415) 982-5544 if you have any questions or
further requests.
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