Peralta Community College District AP 6305

Transcription

1 ADMINISTRATIVE PROCEDURE 6305 DEBT ISSUANCE AND MANAGEMENT The Peralta Cmmunity Cllege District (the District ) wishes t establish gals and plicies fr the issuance and management f debt bligatins f the District and t utline certain prcedures in cnnectin therewith. Fr purpses f the Debt Plicy, the term debt bligatins shall include all types f bligatin, whether taxable r tax-exempt as t interest, which the District may incur pursuant t State law. Such bligatins include, but are nt limited t, general bligatin bnds (whether issued directly by the District r by the Cunty f Alameda (the Cunty ) in the name and n behalf f the District) ( G.O. Bnds ), certificates f participatin ( Certificates f Participatin ) representing lease r base rental payments due frm the District, ther lease-purchase agreements which are capital in nature ( Leases ), bnd anticipatin ntes ( BANs ) and tax and revenue anticipatin ntes ( TRANs ) and Other Pst Emplyment Benefit Bnds ( OPEB ). Gals and Objectives The District establishes the fllwing principal bjectives with respect t prpsed debt issues. Necessity. The District shall nt incur any debt unless it is required by circumstances t d s. Cst-Effectiveness and Risk Prfile. The District shall brrw, when required, in the mst cst-effective manner pssible, reducing the impact n its General Fund. In the cntext f G.O. Bnds and shrt term ntes ( TRANS, BANs), the District shall seek t brrw n such terms as are mst beneficial t the taxpayers f the District, given the necessity fr brrwing, the nature f the financing and the then-prevalent market cnditins. The District shall pursue financing vehicles with the lwest pssible risk t the District and its taxpayers, aviding elabrate and nvel financing structures unless there shall be gd cause shwn. Efficiency. District staff shall insure adequate advance planning fr the authrizatin and issuance f each debt bligatin and shall keep the Chancellr and Bard apprised f the need and schedule fr any brrwing, at the earliest pssible time. Lcal, Small and Emerging Businesses. The District shall whenever cnsistent with the abve bjectives, use lcal firms that are lcated in the San Francisc Bay area r Alameda Cunty area as senir manager r c-manager and include prviders f prfessinal services fr each and every debt ffering which are lcated within the service area f the District, within Nrthern Califrnia r within the State f Califrnia, including small and emerging businesses. Firms will be required t prvide infrmatin abut their physical presence in the District s service area and in Califrnia verall. Firms will als be required t prvide infrmatin abut their crprate citizenship, e.g., by demnstrating active rles in the cmmunities they serve, including develpment r participatin in charitable prgrams r schlarships, and plicies with regard t the use f wmen-wned, minrity-wned and disadvantaged business enterprises. Staff will make every effrt t cmmunicate practively and give lcal firms the pprtunity t participate in the prcess when releasing an RFQ fr services in cnnectin with a debt issuance. Cmpliance with State and Federal Law. At all times, the District shall maintain strict cmpliance with State and Federal law applicable t its debt instruments. In particular, the District s G.O. Bnds issued under the prvisins f Prpsitin 39 ( Prpsitin 39 ), being Article XIIIA f the Califrnia Cnstitutin and related prvisins f the Educatin Cde f the State, shall meet all the requirements f Prpsitin 39, and all tax-exempt debt bligatins f the District shall meet all applicable requirements f the Internal Revenue Cde f 1986, as amended (the Tax Cde ). 1

2 Sizing f Transactins. The District s public fferings f debt shall be ffered in the principal amunts that reflect the prjected capital needs f the District fr at least the upcming calendar year r tw, taking int accunt the csts f issuance f each transactin, interest rates that are btainable fr larger versus smaller financings and the amunt f staff time available t supprt each financing. In the case f TRANs, the District shall issue ntes in a principal amunt sufficient t cver the prjected cash flw deficits f the District during the fiscal year in which issued. Prcedures in Cnnectin with Debt Obligatins The District shall adhere t the fllwing prcedures in cnnectin with each prpsed debt issue, subject t scheduling requirements, changes in market cnditins, imminent changes in tax law r State law respecting debt bligatins f cmmunity clleges r exigent circumstances. Prfessinal Services. The fllwing prviders f prfessinal services in cnnectin with a debt issue shall be subject t a frmal Request fr Qualificatins ( RFQ ) prcess, administered by the Vice Chancellr, Finance and Administratin ( VCFA ) f the District: Municipal Advisry Firms (MAs) Investment banking (underwriting) firms ( Underwriters ) The fllwing prviders f related services in cnnectin with a debt issue shall be selected by the VCFA, upn the advice f the MA, based upn written prpsals slicited frm n less than tw cmpanies: Trustee r paying agent services ( Paying Agents ) Financial printers It shall nt be necessary fr the VCFA t request a prpsal frm an existing Trustee r Paying Agent t prvide Escrw Agent services in cnnectin with a refunding f an existing debt bligatin f the District, which may instead be sle-surced. The fllwing prvider f services in cnnectin with a debt issue shall be selected based upn a frmal RFQ prcess: Bnd, Disclsure r Special Cunsel ( Bnd/Disclsure Cunsel ) Engagement f the abve prfessinals may be fr a term f three t five years, r therwise as prvided in the RFQ and the cntract with the District. Prir t the final term f each such cntract r if the cntract has been extended, District shall prepare a new RFQ r request fr written prpsals in sufficient time t permit the next debt ffering t be fully staffed. Ratings and Rating Agencies. Each publicly ffered issue shall be rated by ne r mre f the natinal rating agencies (each, a Rating Agency ), as the VCFA shall elect, at the then-prevailing charges by such Rating Agencies. The VCFA, shall, frm time t time, prvide updated financial and peratinal data t the Rating Agencies in rder t maintain the rating f the District at the highest achievable level. The VCFA shall cnfer either in persn, by telephne r vide cnference with the Rating Agencies, as he r shall elect, prir t the sale f each public issue f debt as a part f the issuance prcess, with the gal f achieving the highest pssible rating fr such issue and the lwest pssible interest rate r rates. Selectin f Underwriting Pl and FAs. The VCFA shall publish each RFQ fr Underwriters and MAs in accrdance with District plicy and shall circulate cpies t all cmpanies that, prir t the date f the RFQ, have requested a cpy f the VCFA in writing. Upn receipt f submissins (each, a Prpsal ), the VCFA r the Municipal Advisr shall (a) eliminate nn-cnfrming 2

3 Prpsals, ntifying each affected cmpany; and (b) circulate cpies f each Prpsal t the Bnd Review Panel (the Panel ). The Panel shall be determined by the VCFA. The panel s recmmendatin shall include lcal firms in the senir tier r c-manager tier. The Panel shall review each cnfrming Prpsal and shall, at the directin f the VCFA, meet and evaluate the Prpsals in writing. In the case f review f Prpsals frm Underwriters, the MA then serving may be an a member f the Panel. The Panel shall recmmend ne r mre prfessinals under each RFQ, an the VCFA shall submit such recmmendatins t the Bard f Gvernrs fr apprval. Vendrs under Leases. In the event that ne f the clleges r the Vice Chancellr f General Services shuld request that a Lease be entered int with a vendr (each, a Vendr ) that will be prviding equipment r furnishings, the VCFA shall determine whether that Lease is the mst cst-effective manner f financing the same and shall reprt the justificatin prvided by the cllege r the Executive Directr as part f the supprting staff reprt t the Bard. N Vendr Lease shall be apprved r executed withut the prir review and apprval f the VCFA and Chancellr; Vendr Leases intended t be tax-exempt as t interest shall als be reviewed and amended, if necessary, by Bnd Cunsel. Manner f Brrwing. The Bard has determined that the fllwing methds shall have the listed pririty, in electing hw the District shall brrw fr stated capital purpses, in each case, with a preference first fr tax-exempt debt and secnd fr table debt: 1. General Obligatin Bnds 2. Other Pst Emplyment Benefit Bnds 3. Bnd Anticipatin Ntes 4. Leases 5. Certificates f Participatin. In the event that a staff reprt t the Bard requesting a debt issue shall recmmend anything ther than item 1 abve, the staff reprt shall include a justificatin therefre. TRANs shall be issued, in accrdance with applicable prvisins f the Gvernment Cde f the State, when necessary t address prjected cash flw deficits f the District, and the prceeds applied t such purpses. The prceeds f tax-exempt TRANs may nt be applied t the payment f any ther tax-exempt bligatin f the District. Certificates f Participatin. Certificates f Participatin shall be issued by r n behalf f the District nly fr thse prjects fr which G.O. Bnds are nt available under Prpsitin 39, r when a stated revenue surce ther than the General Fund, such as energy savings, may be used t pay lease payments. The prceeds f Certificates f Participatin may be applied nly t the acquisitin f equipment, furnishings, real prperty and imprvements, with the maturity dates f such Certificates f Participatin nt in excess f limits established under the Educatin Cde and the Tax Cde. Factrs in Structuring Each Debt Offering. At the discretin f the VCFA any debt ffering may be pursued as (1) a cmpetitive sale; (2) a negtiated ffering r (3) a private placement. In making his r her electin under this prvisin, the VCFA shall cnsider cnditins in the municipal markets, the type and cmplexity f the transactin, the timing f the issue and the csts f issuance as described belw: Cmpetitive Sales f Debt. The VCFA shall structure an ffering fr cmpetitive sale under the fllwing cnditins: 1. Bnd prices are stable and/r demand is strng 2. Marketing timing and interest rate sensitivity are nt critical t pricing 3

4 3. Participatin frm LSEs is nt a factr 4. The District then has a credit rating f A+ r better 5. There are n cmplex explanatins required during marketing cncerning the District s prjects, media cverage, plitical structure, ppular supprt, and funding r credit quality 6. The debt type and features are cnventinal 7. Municipal bnd insurance ( Bnd Insurance ) is available and expected 8. The transactin is less than $100,000,000 in principal amunt. Negtiated Sales f Debt. The VCFA shall structure an ffering fr negtiated sale under the fllwing cnditins: 1. Bnd prices are vlatile 2. Demand is weak r supply f cmpeting bnds is high 3. Market timing is imprtant, either due t funding deadlines r the desire t effect a refunding f ther debt 4. There is a need t crdinate multiple cmpnents f a single financing (such as cmbining tax-exempt with taxable bligatins) 5. Participatin frm LSEs is desired 6. The District s credit rating has been dwngraded since the mst recent transactin 7. The sale and marketing f the bnds will require cmplex explanatins abut the District s prjects, media cverage, plitical structure, ppular supprt, and funding r credit quality 8. The bnd type and/r features are nn-standard, such as a frward delivery bnd sale r the intended use f derivative financial prducts 9. Bnd Insurance is nt available r nt expected 10. Early structuring and market preparatin by the Underwriters are desired 11. The par amunt f the ffering is in excess f $100,000, Demand fr the bnds by retail investrs is expected t be high. Private Placements. The VCFA shall structure an ffering as a private placement when critical timing issues prevent use f either a cmpetitive r negtiated sale f debt. Private placements shall be subject t a bid within the Pl (as defined belw.) Prcedures Applicable t Each Debt Offering. Prir t cmmencing dcumentatin fr any public debt ffering, the VCFA, in cnjunctin with the FA, will prepare and submit t the Chancellr and Bard his r her chices fr the Underwriters syndicate (the Pl ) fr that ffering, detailing the Senir and/r C-Senir Manager and the C-Managers. The VSFA shall demnstrate cmpliance with the District s lcal firm preference plicy. The VCFA shall rtate the Senir and/r C-Senir Manager psitins within the Pl in such a way that n Underwriter shall serve as either Senir r C-Senir Manager n tw cnsecutive public fferings. The VCFA shall establish allcatins f debt instruments amng members f the Pl in a fair manner, taking int accunt past perfrmance f Pl members n the District s prir debt issues. In cnnectin with a prpsed private placement, the VCFA shall ffer the transactin t all members f the Pl and shall, after cnsidering the csts f issuance and prpsed interest cst, select the Underwriter r Underwriters submitting prpsals fr purchase f the bligatins n the best terms fr the District, with such results prvided n an infrmatinal basis t the Bard prir t the Bard s cnsidering an actin t authrize the private placement. Prcedures in Cnnectin with Debt Management Refundings. Refundings f tax-exempt debt, whether advance refundings r current refundings, shall be dne as negtiated fferings pursuant t the abve prvisins, n new prpsals t act as Paying Agent shall be required in cnnectin with a refunding. Refundings shall be cnsidered 4

5 by the VCFA and recmmended t the Bard when present value savings reach r exceed 3%, based n calculatins by the FA. Refundings f G.O. Bnds shall be cnsidered by the VCFA and recmmended t the Chancellr and Bard when present value savings reach r exceed 3%, based n calculatins by the FA. BANs shall be refunded, r rlled ver by ther BANs r paid ff by the issuance f subsequent G.O. Bnds in accrdance with their terms, withut any requirement f a shwing f savings, as their pay ff is required by the Educatin Cde. Certificates f Participatin may be refunded with the prceeds f G.O. Bnds at any time, withut a demnstratin f present value savings. Further, OPEB Bnds and related instruments may be refunded and/r restructured if, as determined by the VCFA, and apprved by the Chancellr, it represents significant savings t the District. Changes t Pl Fllwing Selectin. Recgnizing that investment bankers and investment banking firms have transferred, changed fcus, merged and gne ut f business ver the years, the Bard authrizes the VCFA t delete frm the Pl any Underwriter which: (a) withdraws frm active participatin in the Califrnia municipal marketplace; (b) has been subject f a material adverse actin taken by the Securities and Exchange Cmmissin r the Municipal Securities Rulemaking Bard; r (c) terminates r lses the services f the senir bankers included in their Prpsal as the District s primary pint f cntact. The VCFA shall ntify the deleted Underwriter in writing and shall s advise the Bard at its next meeting in an infrmatinal item. This is applicable t Municipal Advisr firms as well. Credit Enhancement f Debt Issues. The VCFA, upn cnsultatin with the FA, shall determine whether it is financially advantageus t the District t purchase Bnd Insurance t secure the repayment f its publicly ffered debt bligatins. The Csts f Bnd Insurance n tax-exempt fferings must demnstrate an interest rate savings t the District and/r its taxpayers. Fr ther than G.O. Bnd issues, the VCFA may, upn cnsultatin with the FA, determine t btain credit enhancement thrugh the issuance f letters f credit r standby purchase agreements, upn his r her determinatin that it is financially advantageus t the District t d s. Pst Clsing. The VCFA shall take such actins and maintain such recrds regarding the District s debt issues as may be required pursuant t the Tax Cde and pertinent regulatins, including, withut limitatin, infrmatin required t calculate arbitrage rebate due t the Department f the Treasury, and t insure cmpliance with the District s cntinuing disclsure bligatins incurred pursuant t Rule 15c2-12 f the Securities and Exchange Cmmissin. Reference: Apprved by the Chancellr: May 6,