Protecting Diocesan Assets While Simultaneously Enhancing Liquidity & Financial Capacity
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1 Protecting Diocesan Assets While Simultaneously Enhancing Liquidity & Financial Capacity Michael J. Schierl Immaculata Law Firm
2 Michael Schierl Owner Immaculata Law Firm; Julius Capital Partners (Fundraising & Planned Giving Campaigns) Turnkey Funding Solutions for Catholic Organizations (Since 1999) Expertise Nonprofit Bond Financing, Leveraged Philanthropy & Endowment Building Structures Background Fort Howard, NY Law Firm, Startups Education Notre Dame (Great Books); Harvard (JD) Personal Chicago; Married 16 Years; 5 Children (312) mjschierl@immaculaw.com 2
3 Rick Runde Archdiocese of Dubuque Finance Officer Since 1990 (Oversees Finance, Accounting, Investments, Tax Compliance, Property & Liability Insurance, Employee Benefit Plans and Internal Audit) Board Member Catholic Umbrella Pool (CUP) Past Board Member Diocesan Fiscal Mgt Conference Public Accounting; Controller for Finley Hospital Education Loras College (Dubuque) Personal Dubuque; Married 31 Years; 4 Children (563) x 222 dbqcfo@arch.pvt.k12.ia.us 3
4 Introduction Ideal Diocesan Financing Structure Criteria Lessons From the Parable of the Talents Bankruptcy Priorities & Wilmington Case Lessons The Diocesan Public Bond Issuer Opportunity A Proposed Ideal Diocesan Financing Structure Case Study: Phoenix Deposit & Loan Restructuring Case Study: Dubuque Catholic Foundation 4
5 Proposed Criteria for the Ideal Diocesan Financing Structure Maximizes Overall Diocesan Funding Capacity Requisite Episcopal Control of Entity Enables Diocese to Control Its Own Destiny Maximizes Investor Liquidity Facilitates Donations & Endowment Building Protects Assets 5
6 Lessons From The Parable of the Talents The Lord s Criteria Ten Gold Coins for Each Servant Engage in trade with these until I return 100% Return = Take Charge of 10 Cities 0% Return (Bury the Talent) = Lose Everything The Rule of 72: Years to Double an Investment? 72 divided by 7.0% Annual Return = 10.2 Years 72 divided by 2.0% Annual Return = 36.0 Years Where Can a Diocese Find a Safe 7.0% Return 6
7 General Bankruptcy Principles & The Wilmington Diocese Bankruptcy Case Tort Judgment Priority vs. Other Diocesan Investors 1 st : Trust Beneficiaries prior to TJ Claims 2 nd : Secured Creditors prior to TJ Claims 3 rd : Unsecured Creditors equal to TJ Claims 4 th : Donors and Failed Trusts behind TJ Claims Diocese of Wilmington Bankruptcy Case (Simplified) $120 Million Diocesan Pooled Investment Account (PIA) Except For 1 Parish, All PIA Accounts Were Failed Trusts Lessons: (1) Written Trust Agmt; (2) Direct Wiring of Funds to the Trustee (Not Via Diocesan Operating Accounts). 7
8 The Diocesan Public Bond Issuer Opportunity A Diocese is effectively a Civil Law Municipality Geographic Boundary Taxing Power Can Issue Public Bonds (CUSIP Securities) 501(c)(3) Issuer Exemption Under Securities Laws Advantages Protection: Secured Bonds Defeat Tort Judgments in BKR Liquidity: Secondary Local Trading Flexible: Fund Capital Projects, Operations and Insurance Enhances Diocesan Financing Capacity by % 8
9 Ideal Diocesan Financing Structure Schema "New" Diocesan Finance Corp Promissory Note Master Bond Indenture Bond Issuance & Purchase Issuance & Purchase 1A Promissory Note Assignment Issuance and Facility Fees 1B Kenedy-Listed Bond Borrowers Trustee Lenders Purposes $ Note Proceeds $ Bond Proceeds Lender Examples Buildings 2 "Outside Investors" Endowment Payment Kenedy-Listed Entities Liquidity $ Note Debt Service Agent $ Bond Debt Service Parishioners Security Donor Examples Real Estate Deed of Trust Collateral Campaign Donors Financial Accounts Collateral Assignment Agent Regular Givers Insurance Policies Collateralized Guaranties Estate Givers 4 Donation of $ Distributions Bond Principal & Interest "New" Diocesan Foundation(s) 3 Operational "Trust" Accounts Endowment Accounts Support Foundations 9
10 Case Study: Diocese of Phoenix Bond Process 10
11 Case Study: Diocese of Phoenix Transactions CHURCH / SCHOOL / FUND BOND TYPE PURPOSE AMOUNT BOND DATE St. Margaret Mary Parish Bullhead City New Church Building $3,725,000 Dec. 15, 2009 St. Mary Magdalene Gilbert New Church Building $4,100,000 May 15, 2010 Bullhead City Scottsdale Church Building Expansion $1,500,000 Sept. 1, 2010 All Saints Mesa St. Columba Kim Mesa St. Thomas Aquinas Avondale St. Clare Phoenix New Church Building $2,600,000 Sept. 15, 2010 New Church Acquisition $1,360,000 Oct. 1, 2010 New Grade School Building $6,200,000 Oct. 15, 2010 New Church Building $4,400,000 Feb. 15, 2011 Roll-Up Bond #1 3 Parish Notes Refinance Three (3) Deposit & Loan Notes $2,240,000 Nov. 29, 2011 Roll-Up Bond #2 4 Parish Notes & Property & Casualty Fund Note Refinance Five (5) Deposit & Loan Notes $8,750,000 June 1, 2012 (Scheduled) TOTAL - 9 BOND OFFERINGS Church, School & Diocesan Entity $34,875, Years 11
12 Case Study: Dubuque Catholic Fnd. Revenue Model CATHOLIC FOUNDATION FOR THE ARCHDIOCESE OF DUBUQUE 509(a)(2) Activity-Supported Charity Revenue Model Schematic Trust Individual Individual Foundation Assets Current Gifts Planned Gifts Grants Temporary Funds Cash Life Insurance Private Foundations Agency Funds Securities Trust Public Charities Land Will (509a1 or 509a2) Trust Agmt Donor Agmt Commitment Agmt / Grant Agmt Gift Ackn. Ltr Benef. Change Grant Acknowledgement CFAD CFAD SOURCES OF REVENUE Corporate Affiliate Entities Sponsorship Trust Assets Secured Loans 509(a)(3) Control Agmt Individual Donations Unsecured Loans Sponsorship Catholic Owners Support Organizations Foundation Grants Service Fee Revenue Agmt Diocesan Vendors Campaign LLCs Corp. Sponsors Affiliate Contributions Service Contract Prom Note Credit Agmt Security Agmt CFAD Unsecured Secured Services Lenders Lenders Pledg. Securities Trustee Fundraising Unsecured Notes Secured Notes Pledged Policies Fund Management Unsecured Bonds Secured Bonds For Benefit of Credit Enhancement Unsecured Gty Collateralized Gty Mortgage Secured Bondholders Charitable Gift Bonds 12
13 Case Study: Dubuque Catholic Fnd. Account Types CATHOLIC FOUNDATION FOR THE ARCHDIOCESE OF DUBUQUE 509(a)(2) Activity-Supported Charity Account Type Schematic ASSET DOCUMENTS SCOPE CFAD BENEFICIAL GOVERNING OF ACCOUNT ACCOUNT TYPES OWNER? DISTRIBUTIONS SERVICES FEES I. CFAD Trust Accounts Trustor Entity Owns Trust Agreement Narrowest Lowest - Agency Funds (CFAD is Trustee) -Asset Mgt. - Pass-Thru Accounts II. CFAD Funds CFAD Owns CFAD's Medium Medium Org Docs / 501c3 Filing -Asset Mgt. CFAD Fund Agmt -Direct Mail Fundraising -Grantmaking / Processing -Entity Funds (CFAD's grantmaking Eg, "St. Mary Parish Fund" -Area of Interest Funds discretion varies by Eg, "Cath. Education" -Donor-Advised Funds donor intent and type Eg. "Smith D. Advised Fund" -Unrestricted Funds of fund agreement) CFAD Decides III. CFAD Support Org Accts Mixed Support Org's Highest Highest -Trust Accounts Org Docs / 501c3 Filing -Asset Mgt. -CFAD Funds CFAD Trust / Fund Agmts -Direct Mail Fundraising -Donor Infrastructure - Type I (parent-child) (CFAD receives fees Eg, "Smith Catholic Fnd" -Campaign Consulting - Type II (brother-sister) and distributions) Eg, "St. Mary Parish Fnd" -Grant Proposal Review -Grantmaking / Processing -Foundation Business Mgt. 13
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