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5. EDSR 12-10-2012 ,/ Elk REQUEST FOR ACTION River To Item Number Economic Development Authori 5 Agenda Section Meeting Date Prepared by Public Hearing December 10, 2012 Tim Simon, Finance Director Item Description Reviewed by Refunding the General Obligation Bonds, Series 2007B,Public Hearing Reviewed by Action Requested • Conduct the public hearing • A resolution providing for the sale of General Obligation Refunding Bonds, Series 2013A; fixing their form and specifications; directing their execution and delivery;and providing for their payment Background/Discussion On November 13, 2012 the Economic Development Authority (EDA) passed a resolution calling for a public hearing on the issuance of General Obligation Refunding Bonds for an interest cost savings on the advance refunding of the General Obligation Bonds, Series 2007B. The original proceeds of which were used for the acquisition and betterment of an existing recreation facility (YMCA project). Mark Ruff from Ehlers will be at the meeting to review this refinancing and any questions the commission may have. The EDA is being asked to approve a "parameters" resolution that will allow flexibility of when the bonds can be sold in the competitive market. Currently, Ehlers is looking at pricing the bonds in mid- January and closing after February 1" to be within 4 years of the call date, as outlined in the City's debt policy. This process worked extremely well when we refinanced bonds in 2010. A pricing committee will be established to review and either reject or accept the bonds on the sale date. The pricing committee will consist of the City Administrator, Finance Director, Mayor, President and Executive Director of the EDA.The EDA will want to consider deciding tonight if they are ok with who is on the committee. The Pricing Committee is authorized and directed,with the advice of the City's financial advisor,Ehlers& Associates, Inc.,to (a) review proposals for the sale of the Bonds, (b) award the sale of the Bonds to the prospective purchaser (the"Purchaser"). The Board of Commissioners will meet on the first practicable date after acceptance by the Pricing Committee to ratify such acceptance and take any other appropriate action. Per our Debt policy: Advance refunding bonds shall not be utilized unless present value savings of 4%to 5% of refunded principal is achieved and unless the call date is within 4 years. The state law minimum is 3% of refunded principal. N:\Public Bodies\City Council\Finance\Tim\2012\YMC Arefundingbondspresalereport.doc Next Steps: • City Council will review tonight • YMCA will pass a resolution in support of the refinancing • Report back to the EDA the results of the sale or rejection of any sales by the pricing committee Financial Impact At current rates, refunding the bonds will yield at a minimum a net present value savings of over 8%. This should result in approximately $850,000 in savings over the next 20 years. The parameters resolution allows for a 5% savings which would still result in $550,000 of present value savings or$680,000 total. Attachments • Pre-Sale Report • A resolution providing for the sale of General Obligation Refunding Bonds, Series 2013A; fixing their form and specifications; directing their execution and delivery; and providing for their payment Action Motion by Second by Vote Follow Up N:\Public Bodies\City Council\Finance\Tim\21112\YMC Arc fundingbondspresalereport.doc Debt Issuance Services • city oDfecember 10, 2012 Pre-Sale Report for $ 9,965,000 General Obligation Refunding Bonds, Series 2013A City of Elk River Economic Development Authority \omit E 14 Prepared and Presented by: Mark Ruff, CIPFA Financial Advisor And River Stacie Kvilvang, CIPFA Financial Advisor www,ehlers-ino,com ak EHLERS Minnesota phone 651-697-8500 3060 Centre Pointe Drive LEADERS IN PUBLIC FINANCE Offices also in Wisconsin and Illinois fax 651-697-8555 Roseville, MN 55113-1122 toll free 800-552-1171 Debt issuance Services • Executive Summary of Proposed Debt Proposed Issue: $9,965,000 General Obligation Refunding Bonds, Series 2013A. Purposes/Funding Sources: In 2006, voters approved a referendum to offer the City's General Obligation pledge toward the Economic Development Authority's (EDA) issuance of$12 million in bonds to acquire and renovated a recreational facility owned by the Authority and leased to the Young Men's Christian Association (YMCA) of Metropolitan Minneapolis. The structure assumed that the YMCA pay one-third of the debt service of the bonds issued, with the remaining two-thirds to come from an annual tax levy. The EDA issued two sets of bonds: $10 million in 2007 and $2 million in 2008. Splitting the issues enabled interest savings by remaining below the $10 million annual tax exempt issuance threshold required by the federal government for issuers to designate "bank qualified"bonds. The 2007 Bonds were structured so principal payment would not start until 2016, after the 2008 Bonds would mature in 2015. Because of the short duration, the 2008 Bonds were not offered with the option for early redemption (prepayment). However, the 2018 to 2033 maturities of the 2007 Bonds are callable for early redemption at the discretion of the EDA on February 1, 2017 or any date thereafter. The proposed issue includes financing to execute the advance refunding of the EDA's General Obligation Bonds, Series 2007. There is $9,225,000 in principal eligible for prepayment on or after the February 1, 2017 call date. This refunding is considered an advance refunding as the new 20I3A Bonds will be issued more than 90 days prior to the call date of the obligations being refunded. As required by law, in an advance refunding proceeds of the Bonds are invested in government securities and held in escrow until the call date. In a crossover refunding, the money in the escrow is used to pay interest on the refunding Bonds through February 1, 2017. The EDA will continue its original schedule of payments on the 2007 Bonds through February 1, 2017. After this call date, and the 2007 Bonds are extinguished, the EDA's payments will "crossover" to the new refunding Bonds. In other words, savings will not be experienced until after February 1, 2017. We have limited the issuance amount to $10 million in order to preserve bank qualification, and structured the payments to maintain the same term as the original 2007 Bonds and provide level annual savings. Using the $10 million limit, a $9.64 million crossover refunding can refund the 2018 to 2033 maturities of the existing 2007 Bonds. Presale Report December 10, 2012 Nitlf City of Elk River Economic Development Authority, Minnesota Page 1 Debt issuance Services Interest rates on this portion of the obligation average 4.2%. Interest rates on the new Bonds are projected to average 2.1%. The crossover refunding is expected to reduce total payments by more than $850,000 over the next 20 years. The net present value benefit of the crossover refunding is estimated to be over $750,000, equal to over 7% of the refunded debt. As a benchmark test, Minnesota statutes require at least 3% net present value benefit to advance refund an obligation. Authority: The Bonds are being issued pursuant to Minnesota Statutes, Chapter 475 and 469. The Bonds will be issued by the EDA but, as is the case for the 2007 Bonds, the 2013A Bonds will also be general obligations of the City, for which its full faith, credit and taxing powers are pledged. The 2/3rds portion of the 2013A Bonds not covered by YMCA lease payments count against the City's debt limit of 3% of market value. Term/Call Feature The Bonds are being issued for a 20 year term. For a crossover refunding, principal on the Bonds will be due on February 1 in the years 2018 through 2033. Interest is payable every six months beginning August 1, 2013. Regardless of the escrow, the Bonds maturing February 1, 2024, and thereafter will be subject to prepayment at the discretion of the City on February 1, 2023 or any date thereafter. Bank Qualification Because the City and EDA are issuing less than $10,000,000 in the calendar year, the City will be able to designate the Bonds as "bank qualified" obligations. Bank qualified status broadens the market for the Bonds, which can result in lower interest rates. Rating. The City's most recent General Obligation bond issues were rated "AA+" by Standard & Poor's. The City will request a new rating for the Bonds. If the winning bidder on the Bonds elects to purchase bond insurance, the rating for the issue may be higher than the City's bond rating in the event that the bond rating of the insurer is higher than that of the City. Method of Sale/Placement. In order to obtain the lowest interest cost to the EDA, we will solicit competitive bids for purchase of the Bonds from local banks in your area and regional and national underwriters. We have included an allowance for discount bidding equal to 1.0% of the principal amount of the issue. The discount is treated as an interest item and provides the underwriter with all or a portion of its compensation in the transaction. If the Bonds are purchased at a price greater than the minimum bid amount (maximum discount), the unused allowance may be used to Presale Report December 10, 2012 aroollF City of Elk River Economic Development Authority, Minnesota Page 2 Debt issuance Services lower your borrowing amount. Other Considerations: When undertaking an advance refunding ahead of the call date of the Prior Bonds, the EDA and City are determining that interest rates today meet its refunding savings goals and that interest rates are unlikely to stay the same or be lower over that period. Another option is to wait to refund the bonds until closer to the call date to reduce the"negative arbitrage" in the escrow. Review of Existing Debt: We have reviewed all outstanding indebtedness for the EDA and City and find that, other than the obligation proposed to be refunded with the Bonds, there are no other refunding opportunities at this time. We will continue to monitor the market and the call dates for the EDA and City's outstanding debt and will alert you to any future refunding opportunities. Continuing Disclosure: Because the City has more than $10,000,000 in outstanding debt (including this issue) and this issue is over $1,000,000, the City will be agreeing to provide certain updated Annual Financial Information and its Audited Financial Statement annually as well as providing notices of the occurrence of certain "material events" to the Municipal Securities Rulemaking Board (the "MSRB"), as required by rules of the Securities and Exchange Commission (SEC). The City is already obligated to provide such reports for its existing bonds, and has contracted with Ehlers to prepare and file the reports. Arbitrage Monitoring: Because the Bonds are tax-exempt securities/tax credit securities, the Issuer must ensure compliance with certain Internal Revenue Service (IRS) rules throughout the life of the issue. These rules apply to all gross proceeds of the issue, including initial bond proceeds and investment earnings in construction, escrow, debt service, and any reserve funds. How issuers spend bond proceeds and how they track interest earnings on funds (arbitrage/yield restriction compliance) are common subjects of IRS inquiries. Your specific responsibilities will be detailed in the Tax Certificate prepared by your Bond Attorney and provided at closing. You have retained Ehlers to assist you with compliance with these rules. Presale Report December 10, 2012 IKPF City of Elk River Economic Development Authority, Minnesota Page 3 Debt Issuance Services • Proposed Debt Issuance Schedule Pre-Sale Review by EDA and City Council; Adoption of Parameters Resolution December 10, 2012 Distribute Official Statement: On or about January 3, 2013 Conference with Rating Agency: On or about January 7, 2013 Approving Committee Meeting to Award Sale of the Bonds: On or about January 15, 2013 FDA and City Council Meeting to Adopt Approving TBD (first regular meeting after approval of Resolutions sale) Estimated Closing Date: TBD no later than June 30, 2013 Attachments Sources and Uses of Funds Proposed Debt Service Schedule Refunding Savings Analysis Resolution Authorizing Ehlers to Proceed With Bond Sale Ehlers Contacts: Financial Advisors: Mark Ruff (651)697-8505 Stacie Kvilvang (651)697-8506 Disclosure Coordinator: Pia Troy (651)697-8556 Bond Sale Coordinator: Alicia Baldwin (651)697-8523 Financial Analyst: Alicia Gage (651)697-8551 The Official Statement for this financing will be mailed to the Council and Board Members at their home address or e-mailed for review prior to the sale date. Presale Report December 10, 2012 City of Elk River Economic Development Authority, Minnesota Page 4 EXTRACT OF MINUTES OF A MEETING OF THE BOARD OF COMMISSIONERS OF THE ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF ELK RIVER, MINNESOTA Pursuant to due call and notice thereof, a regular or special meeting of the Board of Commissioners of the Economic Development Authority for the City of Elk River, Sherburne County, Minnesota, was duly held at the City Hall, in the City of Elk River on December 10, 2012 at 5:30 P.M. The following members were present: and the following were absent: * * * * * * * * * Member introduced the following resolution, and moved its adoption: 415233v2 JSB EL185-2I RESOLUTION NO. A RESOLUTION PROVIDING FOR THE SALE OF GENERAL OBLIGATION REFUNDING BONDS,SERIES 2013A; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT BE IT RESOLVED by the Board of Commissioners of the Economic Development Authority for the City of Elk River,Minnesota(the"Authority"), as follows: 1. It is hereby determined that: (a) the Authority is authorized by the provisions of Minnesota Statutes, Sections 469.090-469.1082 and Chapter 475 (collectively, the"Act") and Section 475.67, Subdivision 13 of the Act to issue and sell its general obligation bonds to refund outstanding bonds when determined by the Board of Commissioners to be necessary and desirable; (b) it is necessary and desirable that the Authority issue General Obligation Refunding Bonds, Series 2013A (the "Bonds") in an amount not to exceed $10,000,000 to refund in advance of maturity and at their redemption date, certain outstanding general obligations of the Authority, the proceeds of which were used to finance the acquisition and betterment of an existing recreational facility located at 13337 Business Center Drive NW in Elk River(the"Project"); (c) the outstanding bonds to be refunded (the"Refunded Bonds") consist of the $10,000,000 General Obligation Bonds, Series 2007B, dated November 8, 2007, of which $9,225,000 in principal amount is callable on February 1, 2017; (d) A public hearing on the issuance of the Bonds and the use of the Project pursuant to a lease with YMCA of the Greater Twin Cities was held on this date following duly published notice, at which time all persons that desired to speak were heard. 2. Subject to approval by the City Council of an ordinance adopted in accordance with Section 469.102, subdivision 4, Ehlers& Associates, the Authority's financial advisor ("Ehlers"), is authorized and directed to structure the terms of the Bonds, subject to the parameters set forth below, and is further authorized to solicit proposals for the Bonds and negotiate the sale of the Bonds on behalf of the Authority. The Board of Commissioners authorizes the President and Executive Director of the Authority and the Mayor, City Administrator and Finance Director of the City of Elk River(the "Pricing Committee") to consider proposals, award the sale of the Bonds and take any other appropriate action with respect to the Bonds, provided that the proposal of the selected purchaser (the "Purchaser") must (a) produce debt service savings such that the present value of the debt service on the Bonds (computed to their stated maturity dates) is lower by at least 5% than the present value of the debt service on the Refunded Bonds, (b) provide that the principal amount of the Bonds shall not exceed $10,000,000, and (c) provide that the final maturity of the Bonds shall be no later than February 1, 2033. 415233v2 JSB EL185-21 3. The Board of Commissioners will meet on the first practicable date after acceptance by the Pricing Committee of a proposal from the Purchaser, to ratify such acceptance and take any other appropriate action with respect to the Bonds. The motion for the adoption of the foregoing resolution was duly seconded by Member , and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. 415233v2 JSB EL185-21 STATE OF MINNESOTA COUNTY OF SHERBURNE ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF ELK RIVER I, the undersigned, being the duly qualified and acting Executive Director of the Economic Development Authority for the City of Elk River, Minnesota, do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the Board of Commissioners of the Authority held on December 10, 2012 with the original minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar as they relate to the issuance and sale of General Obligation Refunding Bonds, Series 2013A of the Authority. WITNESS My hand officially as such Executive Director of the Authority this day of December, 2012. Executive Director 415233v2 JSB EL185-21