REQUEST FOR PROPOSALS UNDERWRITER

Transcription

1 Contracting Buyer: CITY OF ST. PETE BEACH, FLORIDA REQUEST FOR PROPOSAL (RFP) RFP TITLE: UNDERWRITER TEAM SELECTION PROPOSED CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2015 Elaine Edmunds, Director of Admin. Services Dir. Financial Advisor: Jeff Larson RFP Due Date: February 17, 2015 Pre-Proposal Date: Not Applicable RFP Due Time: 2:00 PM - EST Issue Date: January 30, 2015 TABLE OF CONTENTS Background Information & RFP Summary Page 1 RFP Details Requested Page 5 Attachments Exhibit A includes: Page 9 Proposed Financing Timetable Proforma Sources and Uses, Debt Service Schedules for the Proposed Series 2015 Bonds Historical Summary of Pledged Revenues and Proforma Debt Service Coverage All Underwriter Responses are due at the office of the City Clerk, City of St. Pete Beach, 1 st Floor, one (1) original and four (4) copies on February 17, 2015 by 2 pm EST. A separate ed copy is to be supplied directly to the City s Financial Advisor, Jeff Larson, President, Larson Consulting Services, at jlarson@larsonconsults.com, with a copy to Larry Aubrecht, SVP, Larson Consulting Services at laubrecht@larsonconsults.com. Background Information The City is requesting that qualified underwriting broker dealers provide an RFP response related to the City s proposed Capital Improvement Revenue Bonds, Series The proposed bond issue is subject to City Commission approval, City Attorney input, market conditions, Bond Counsel (to be selected) and Disclosure Counsel (to be selected) input, and the City s Selection Committee s review of the responses from this Underwriter RFP. The City Commission provided a 5-0 Motion to Proceed on January 27, 2015 to proceed with this Underwriter RFP. 1

2 Exhibit A provides material for your reference and was prepared by City Staff and the City s Financial Advisor. The proposed Series 2015 bond financing is expected to be issued via a Master Resolution and Series Resolution, and secured as a senior lien financing from specific Non Ad Valorem Pledged Revenues. The final issue size and structure, is subject to City, Bond Counsel and Financial Advisor review and update, as needed. The indicative rates provided by the underwriters should be firm indications of your firm s ability to price this transaction assuming your firm is selected as Senior Manager, and subject to change based on changing market conditions, Financial Advisor s recommendation, and City approval within the to-be-established delegation parameters. If there are any questions on timing or rate quotes, please refer to the City s Financial Advisor. These dates are tentative, provided as a guide, and subject to change at the City s sole discretion. A. GENERAL INFORMATION REQUEST FOR PROPOSALS UNDERWRITER Submission of Proposals and General Background Larson Consulting Services, as Financial Advisor, is assisting the City of St. Pete Beach, Florida (the City ) with the solicitation of qualifications and proposals from underwriting firms. The City proposes to issue bonds to provide for (1) cost of issuance, (2) funding a portion of the (a) Pass-A-Grille Road Project, (b) Library Project, (c) Blind Pass Road Project, and (3) other CIP projects approved by the City ( 2015 Project ). The Series 2015 issue is expected to be structured as a senior lien issue, and structured on either a Twenty (20) year or a Thirty (30) year debt service schedule similar to what is provided in the Appendix. Initial discussions by the City Team, City Commissioners, and its Financial Advisor have already occurred regarding this bond issue. The City currently has no General Fund debt carrying a lien on the proposed Pledged Revenues. The 1993 General Obligation bond has been fully retired, and the 2006 Florida Municipal Loan Council bonds are serviced by the Infrastructure Sales Surtax (Penny for Pinellas) Revenues. The City also plans to contribute some funds to help fund a portion of the 2015 individual projects. The City will be working with its Financial Advisor to arrange underlying ratings for the City, with estimates that these will be in the A range. Upon confirmation of the ratings for the proposed 2015 issue, the City, Financial Advisor and selected Senior Underwriter will work to (1) review and update the documents, POS, the Financing Plan, and (2) establish the Marketing/Distribution Plan for the Series 2015 so as to maximize market access, minimize debt service based on the proposed financing structure, and provide, as able, first priority, local Florida retail orders, if beneficial. Given the state of the bond markets and estimated A underlying rating, please note that this bond issue might also include bond insurance, and a DSRF surety from either Assured Guaranty, Build America Mutual, or National Public Finance Guaranty. The City will work closely with its Financial Advisor and the Senior Underwriter on 2

3 the final structure and term of the proposed bond issue including the cost/benefit analysis of bond insurance and surety. The Series 2015 issue will be secured by the Pledged Revenues, as detailed in the historical summary provided in the Exhibit, and to include (1) Franchise Fees, (2) Utility Taxes, (3) Guaranteed Entitlement Revenues, and (4) Sales Tax Revenues. The City may, in the future, issue additional parity debt for other City Projects, including but not limited to roads and stormwater capital requirements. The City also anticipates supporting, as needed, a projected estimated $3,500,000 bank financing in early fiscal year for a Gulf Blvd. Beautification Project supported on a 1 st lien by County Interlocal Agreement payments, and, as needed, on a junior lien basis, by the 2015 Bond Pledged Revenues. The City plans to review the qualifications and proposals submitted by each firm with its Financial Advisor, and then select the Underwriters for the 2015 issue in late February. The proposed schedule for the 2015 issue is subject to change, with the benefit of the City Attorney s, Bond Counsel s, Disclosure Counsel s and selected Underwriter s input. Pricing will be, of course, subject to market conditions, Underwriter input, Financial Advisor recommendation, and City approval within any to-be-established delegation parameters in a Resolution for the 2015 issue. Concurrent with this Underwriter RFP, the City via its Financial Advisor has issued an RFQ for Bond Counsel and Disclosure Counsel and will be working to select firms for those 2 roles. To be considered, the RFP response must be delivered to the above referenced City address and received no later than 2:00 p.m. on February 17, Every effort has been made to limit the depth of responses necessary for each respondent. Late responses will not be accepted. The City does not anticipate the need for any shortlist interviews, but reserves the right to schedule these, or conference calls, as needed. Estimated Timetable The City has established a preliminary timetable for reviewing the responses. The schedule is subject to change. January 30, 2015 February 17, 2015 February 17, 2015 February 24, 2015 RFP Issued Reponses Due by2:00 p.m. Analysis of Qualifications by Financial Advisor and Selection Committee City Commission meeting, Select Bond Counsel, Disclosure Counsel, Underwriter(s) Terms and Conditions 3

4 Proposals should be prepared simply and economically, and should provide straightforward and concise responses and satisfy the requirements of this RFQ/RFP. Emphasis should be placed on the completeness of and clarity of the content. The City shall not be liable for any expenses incurred in the preparation or presentation of the proposals. Joint proposals will not be accepted. Proposers, their agents, consultants, solicitors and associates shall refrain from contacting or soliciting any members of the City Commission, City Staff, City Attorney or potential Bond Counsel or Disclosure Counsel regarding the RFP during the selection process. Failure to comply with this provision may result in the disqualification of the proposer. All questions should be directed to Jeff Larson, Larson Consulting Services, (Tel) or or Larry Aubrecht, Co-Manager(s) The City of St. Pete Beach, given the size of the proposed 2015 issue, expects to hire one firm as a Senior Managing Underwriter and a second firm as Co Manager. The City however, retains the right to designate a Sole Manager, as needed. If multiple firms are selected, one underwriting firm selected will be designated as the senior, book-running manager. Proposal Format Proposals should conform to the following specifications: Responses should be consistent with the terms and conditions of this RFP, as further described herein. No printed brochures or materials other than written responses to the questions outlined in this RFP should be submitted. Legal Requirements Federal, State, County, City and Local laws, ordinances, rules and regulations that in any manner affect the items covered herein apply. Lack of knowledge by the proposers shall in no way be cause for relief from responsibility. Proposers doing business with the City are prohibited from discriminating against any employee, applicant, or client because of race, creed, national origin, sex or age with regard to, but not limited to the following: employment practices, rates of pay or other compensation methods, and training selection. Public Records Responses to the RFP are public records after the opening of the proposal pursuant to Florida Statutes (3)(P). 4

5 Conditions of Award The City intends to award the business to the firm(s) whose qualifications and proposal, in the City s opinion, is most advantageous to the City based upon the criteria set forth in the RFP. The City reserves the right to reject any and all proposals received and to request clarification of information from any source. The City also reserves the right to waive any irregularity or informality if it is deemed to be advantageous to do so. The Selection Committee is expected to include the City Manager, City Attorney, and Administrative Services Director. B. REQUEST FOR PROPOSALS Specific Response Requirements Each response should be accompanied by a Letter of Transmittal not exceeding two pages, which summarizes the key points of the response, significant reasons to consider your firm, and signed by an officer of the firm who is responsible for committing the firm s resources. In addition, the proposal should address the following: 1. Experience List: Provide your firm s negotiated Underwriting Experience List as sole or senior managing underwriter, or co manager in Florida for comparable general fund capital improvement financings or refunding issues since Proposed Financing Plan: For the 2015 issue, please provide your firm s Finance Plan for the City s proposed Revenue Bonds, Series 2015 providing both a (1) Twenty (20) year and (2) Thirty (30) year Term option. Utilize the following preliminary assumptions; (a) coupon rates and yields as of February 12, 11:00 a.m., EST, (b) estimated cost of issuance of $250,000, (c) no change in final maturity date for the 20 and 30 year options as shown in the Appendix material and (e) est. DSR surety fee of 5% of P and I, and Bond Insurance Premium of an estimated 55b.p. Please assume a dated date of delivery date of May 19, 2015, and either annual 20 or 30 year, level debt service structure as outlined in the Appendix. For both the Twenty (20) year and Thirty (30) year options, please provide financing options and an indicative scale and numbers for both (a) an insured, and (b) an uninsured issue. You may assume that the City obtains A category underlying ratings from either Moodys or Standard & Poors, and potentially a second rating from Fitch, for both (1) Option 1: using a Bond Insurance Policy and DSRF Surety, and (2) Option 2: having neither Bond Insurance or a DSRF Surety. Please provide your recommendations regarding the cost/benefit analysis of using either BAM, Assured Guaranty, or National Public Finance Guarantor as an insurer and/or DSR Surety Provider. 5

6 The final structure will be subject to City Commission approval, Bond Counsel and Disclosure Counsel review, and input from the City Attorney, Financial Advisor, Senior Manager, Bond Insurer, and Rating Agencies. For the 2015 issue, any Narrative or Overview should be limited to two pages, with debt service, and sources and uses schedules provided in an appendix to your response. An additional page, as needed, should also be provided detailing your proposed Marketing Plan laying out your firm s capabilities and demonstrated track record in underwriting and distributing as Sole or Senior Manager comparable new money, comparable non Advalorem revenue bond issues highlighting both retail and institutional capabilities. You are free to also provide, if desired, in a third page, any other creative financing ideas or suggestions. 3. Proposed Underwriters Counsel: Provide your Red Book listed firm and the key attorney for Underwriter s Counsel. Bond Counsel will provide the tax opinion and prepare the bond documents. Disclosure Counsel will provide the 10(b)(5) opinion, standard BPA, POS and OS. 4. Underwriter s Spread. Provide your proposed gross spread for the bond issue based on the information provided in Section 2 for the Twenty year and Thirty year (1) Option 1 Insured and (2) Option 2 Uninsured structures, and the estimated debt service structure in the attached preliminary numbers, (excluding takedown which would be set closer to the pricing date, based on input to the City by its Financial Advisor) as follows: Risk Component $ /$1,000 Management Fee $ /$1,000 Expenses* $ /$1,000 TOTAL $ /$1,000 *Provide detailed information on the various elements of the expenses component of the gross spread, including estimated average takedown and takedown by maturity, and Underwriter s Counsel fees. 5. Business Ethics and Litigation: Describe any circumstance where the conduct of the proposer is being investigated or litigated by any legal or administrative body; including any pending or threatened securities litigation or regulatory action involving your firm in the last five years as it relates to fixed income sales and trading or public finance activities, and the resolution thereof. Provide a statement of assurance that your firm or personnel are not presently being investigated or in violation of any statutes or regulatory rules, including those of the NYSE, Securities and Exchange Commission, Municipal Securities Rulemaking Board or FINRA. 6. Capital: Please provide the most recent information for the following for your firm s last 2 audited financial year ends, and current debt ratings (if applicable). (Max. 1 page) 6

7 * Total Capital: * Equity Capital: * Net Capital: * Excess Capital: * Ratings: 7. Public Entity Crimes: Please provide a signed copy of the attached Public Entity Crimes statement, as required by Chapter 287, Florida Statutes, Section (3)(a). 8. Required Disclosure: Pursuant to MSRB Rule G-38, please disclose whether your firm has retained a firm or individuals, other than full time employees of the Proposer, to assist in any manner, with the underwriting appointment contemplated herein. 9. Firm s Key Professionals: Identify who from your firm would lead this engagement as the Principal Contact officer and provide that person s credentials and qualifications. Identify other key personnel including Sales and Trading contact officer(s), Support Officer, and Quantitative/Analyst Team member. Please furnish the name, title, telephone number, address, fax number, resume, etc. of the Principal Contact officer of your firm. 10. References: Please include the contact information for a minimum of three (3) and up to five (5) Florida references related to capital improvement negotiated financings or refundings for comparable sole or senior managed underwritings where the Principal Contact Officer and firm served since (Please keep this response to one page.) Scope of Services The selected Underwriter(s) for the proposed Series 2015 issue will be responsible for marketing and distributing the City s 2015 bonds expected to price in late April to early May 2015 and close in middle to late May 2015, subject to change and City Commission approval. The Senior Underwriter will participate with the City Staff, Financial Advisor, and Bond Counsel in structuring the bond issue, with the Financial Advisor taking lead responsibility for the rating agencies, bond insurance and DSR surety process. We anticipate arranging conference calls with the rating agencies and bond insurers and will invite the Senior Manager to participate. The Master Resolution (forthcoming, to be developed) will detail the additional bonds, and other financial and reporting requirements. Reference is also made to the City s website that has the annual CAFRs for FYE 2013, 2012, 2011, and On any financing, any co-managing underwriter, if selected, will be responsible for assisting the senior managing underwriter in the marketing and distribution of the City s bonds, with an interest from the City in providing local retail orders (County, and the State) as a priority. The 7

8 City and its team is fully aware of the new and changing market conditions since the Fall of The City desires to select an underwriter(s) that best serves the City s interest in the new and evolving market environment. The City reserves the right to dictate the level of involvement and allocation of bonds based, in part, on performance and input from its Financial Advisor. Evaluation Criteria The evaluation of RFP s by the City s Selection Committee will be based, in part, on the following criteria: Proposed Financing Plan, (including recommendations on, and recent experience with, a potential bond insurer or DSR Surety Provider) Experience of the Principal Contact Officer and key individuals assigned to the project Experience of the Firm with comparable sole or senior managed Florida negotiated bond issues Proposed Gross Spread, Interest Rate Scale, and Estimated Takedowns by Maturity Marketing strategy, including ability to generate local retail orders, going away institutional orders, and demonstrated success since Summer 2008 in underwriting and distributing comparable bond issues Responsiveness to the specifications of the RFP Local presence in the County and State Selection Criteria All responses submitted prior to the specified deadline will be reviewed by the City s Selection Committee and its Financial Advisor. The information requested by the RFP will be evaluated to identify the firm which is best qualified to serve the City as senior managing underwriter. The recommended underwriter(s) are expected to be formally selected by the City Commission in February

9 EXHIBIT A Attachments Include: 1) Preliminary Sources and Uses, Debt Service numbers for the proposed Series 2015 issue detailing both an (a) Twenty (20) year term and (b) Thirty (30) year term structures. 2) For Historical Summary Financial Information on Pledged Revenues and Debt Service Coverage, please refer to the attached Summary Information 3) Public Entity Crimes Form (please return with response). 4) FYE 2013, 2012, 2011, and 2010 CAFR s, and FYE Budget are available on the City s website ( ). 5) Preliminary Financing Timetable. 9

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