GEORGIA BONDS. Daniel M. McRae, Partner Seyfarth Shaw LLP 1075 Peachtree Street, N.E. Suite 2500 Atlanta, GA

Transcription

1 GEORGIA BONDS Daniel M. McRae, Partner Seyfarth Shaw LLP 1075 Peachtree Street, N.E. Suite 2500 Atlanta, GA June

2 BEST WAY TO BORROW MONEY The interest on bonds issued by a local authority or local government is either federally taxable or federally tax-exempt. Federally tax-exempt bonds are more desirable. Advantages of tax-exempt financing Lower interest rate Longer term Greater marketability More availability of interest-only/capitalized interest Smaller bond issues more do-able 2

3 BACKING THE BONDS LOCAL GOVERNMENT BONDS ARE OFTEN BACKED BY TAXING POWER GENERAL OBLIGATION REFERENDUM REQUIRED SOME LOCAL AUTHORITY BONDS ARE BACKED BY MILLAGE PLEDGE THROUGH INTERGOVERNMENTAL AGREEMENT ( IGA ) WITH LOCAL GOVERNMENT CALLED CONTRACT REVENUE BONDS (FORMERLY CALLED BACK-DOOR G.O. BONDS ) 3

4 BACKING THE BONDS CONTRACT REVENUE BONDS LIMITED OBLIGATION NO REFERENDUM Example of Exception: If O.C.G.A. Sec (c) applies (in practice, this applies only to DeKalb County). 4

5 NON-RECOURSE HOLDER OF REVENUE BONDS TYPICALLY HAS RECOURSE TO PLEDGED REVENUE OR OTHER BOND SECURITY, NOT TO CREDIT OF LOCAL AUTHORITY OR LOCAL GOVERNMENT ABILITY TO PLEDGE REVENUE DEPENDS ON LAWS GOVERNING THE ISSUER AND THE REVENUE DEVELOPMENT AUTHORITY PROJECT: REVENUE NORMALLY COMES FROM PROCEEDS OF LEASING OR SELLING THE PROJECT, OR, IF MANAGED, FROM PROJECT REVENUES EXCEPTION LOAN REPAYMENTS IN DIRECT LOAN STRUCTURE 5

6 TAX-EXEMPT BONDS: REVENUE SOURCE MATTERS Interest on governmental purpose bonds will be tax-exempt unless certain tax rules are not satisfied. Interest on private activity bonds will not be tax-exempt unless an exemption applies and all applicable tax rules are satisfied. Bonds are governmental purpose bonds if they are not private activity bonds. Bonds are private activity bonds if they meet either: 1. the private business tests (both the 10% private business use test and the 10% private payment or security test), or 2. the private loan test Governmental purpose bonds must flunk 1. one of the private business tests, and 2. the private loan test 6

7 BQ MEANS MORE MARKETABLE Taken from: Report of the Government Finance Officers Association of N.J. (April 2008) BQ stands for bank qualified. Doesn t imply that banks can t buy other bonds. The benefit of BQ debt for banks [and other financial institutions] is the 80% interest expense deduction [they] may take when purchasing or carrying such BQ debt. BQ Requirements - the tax-exempt obligations must be for a public purpose [i.e., governmental purpose or qualified 501(c)(3) bonds]; the issuer must reasonably expect to issue less than $10 million public purpose tax-exempt obligations during the calendar year, i.e., be a qualified small issuer (not the same as small issuer for arbitrage rebate purposes); and the tax-exempt obligations must be specifically designated as qualified tax-exempt obligations by the issuer. 7

8 DEVELOPMENT AUTHORITY BONDS: SMALL ISSUE MANUFACTURING BONDS Capital expenditure limit ($10 million tax-exempt bond proceeds + $10 million other) /$40 million national limit on tax-exempt bonds for the Company Spending requirements 95% or more of the proceeds must be used for a manufacturing facility (only 5% may be bad money ) no more than 25% on land costs at least 15% on rehabilitation expenditures, if acquiring an existing building (and the equipment therein) at least 70% on core manufacturing facilities (e.g., manufacturing part of the building and new manufacturing equipment) no more than 25% on directly related and ancillary facilities up to 2% can be spent for issuance costs (this 2% is a part of the 5% allowable bad money ) 8

9 DEVELOPMENT AUTHORITY BONDS: QUALIFIED 501(C)(3) BONDS BONDS FOR ORGANIZATIONS THAT ARE TAX-EXEMPT 501(C)(3) ORGANIZATIONS UNDER THE INTERNAL REVENUE CODE WHICH ARE ISSUED FOR FACILITIES SUCH AS PRIVATE HIGH SCHOOLS AND COLLEGES AND MEDICAL FACILITIES. THESE ORGANIZATIONS ARE GENERALLY FAMILIAR WITH TAX-EXEMPT FINANCING (BECAUSE THEY TEND TO USE BOND FINANCING REPETITIVELY). NO VOLUME CAP FROM DCA NEEDED. CAN SELF-INDUCE (BUT AUTHORITY HAS TO ISSUE THE BONDS). TEFRA APPROVAL FROM LOCAL GOVERNMENT REQUIRED. ISSUED BY DEVELOPMENT AUTHORITIES AND SOME OTHER TYPES OF LOCAL AUTHORITIES; E.G., HOUSING AUTHORITIES. 9

10 EXEMPT FACILITY BONDS Exempt facility bonds can qualify for tax-exemption under federal law. Not subject to capital expenditure limitation. Federal volume cap usually required. Exempt facility bonds are for- airports docks and wharves mass commuting facilities facilities for furnishing of water sewage facilities solid waste disposal facilities qualified residential rental projects facilities for the local furnishing of electric energy or gas local district heating and cooling facilities qualified hazardous waste facilities high-speed intercity rail facilities environmental enhancements of hydro-electric generating facilities qualified public educational facilities qualified green building and sustainable design projects qualified highway or surface freight transfer facilities Local authority can issue if its state law powers permit. Some types issued by development authorities. Some types issued by Public Facilities Authorities or other specialized local authorities. 10

11 WHERE THE OPPORTUNITIES ARE RENEWABLE ENERGY SENIOR LIVING HIGHER ED PRIVATE PLACEMENTS DEVELOPMENT DISTRICTS P3 STRUCTURES 11

12 RENEWABLE ENERGY- Bond Opportunities Solid waste disposal bonds Small issue manufacturing bonds Examples of projects: Biomass-to-electricity projects pellet mills Typically issued by development authority 12

13 SENIOR LIVING- Bond Opportunities Affordable Housing: Sec. 142(d) Bonds Example: Development Authority of Cobb County Revenue Bonds (Provident Group - Creekside Properties LLC Project) Series 2014 in an aggregate principal amount not to exceed $14,500,000 (assisted living and memory care facility) 13

14 HIGHER ED- Bond Opportunities Qualified 501(c)(3) bonds Development Authority of Cobb County $43,290,000 of Student Recreation and Activities Center Revenue Bonds (KSU SRAC Real Estate Foundation, LLC Project) Series

15 PRIVATE PLACEMENTS- Bond Opportunities Direct bank loans have become increasingly popular in the muni market since 2009 as an alternative to publicly offered bond issues. Bank loans can be structured with fixed or variable rates and do not need credit enhancement and have recently been replacing debt with expiring letters of credit. The term bank loan includes fixed-rate loans with defined maturities and loans or lines of credit that have variable interest rates and flexible payment provisions Government Finance Officers Association. 15

16 DEVELOPMENT DISTRICTS- Bond Opportunities When property taxes are monetized, TADs are just in the middle of the spectrum of choices. At one end of the extreme, potentially all of the property taxes can be monetized when PILOT Bonds (repayable out of payments in lieu of taxes) are used. TAD bonds are in the middle of the spectrum. This is because TAD bonds usually only monetize a positive tax increment, and only the positive tax increments of the property taxes of the jurisdictions that can, and do, participate. At the other extreme, when Community Improvement Districts are used, only the additional tax or assessment is used. Dan McRae, A Primer on PILOT Bonds, at danmcrae.info/quicktakes 16

17 PILOT BONDS REVENUE TO REPAY THE BONDS COMES FROM PAYMENTS IN LIEU OF TAXES (PILOT payments) to the extent normal taxes are not payable In order to use PILOT payments, either the financing must not be subject to the PILOT Restriction Act, or compliance with the Act is required. See O.C.G.A. Sec DON'T CONFUSE WITH "BONDS FOR TITLE" Property taxes aren't monetized when a typical bond-financed sale-leaseback structure is used for property tax savings ("abatement") purposes; i.e., "bonds for title" 17

18 P3- Bond Opportunities OVERALL INVESTMENT ATLANTA BRAVES: $372 MILLION LOCAL CONTRIBUTION: $300 MILLION $672 MILLION TOTAL [PERCENTAGES BASED ON NET PRESENT VALUE] LOCAL ATLANTA BRAVES COBB TRANSPORTATION CONTRIBUTION: $14 MILLION ATLANTA BRAVES UPFRONT CONTRIBUTIONS:* $280 MILLION CUMBERLAND CID CONTRIBUTION: $10 MILLION LOCAL ANNUAL CONTRIBUTIONS:* ATLANTA BRAVES ANNUAL CONTRIBUTIONS:* EXISTING HOTEL/MOTEL TAX $940,000 RENT $3 MILLION REALLOCATION OF EXISTING REVENUES** $8.67 MILLION NAMING RIGHTS REVENUE $1.5 MILLION RENTAL CAR TAX $400,000 PARKING REVENUE $1.5 MILLION CUMBERLAND DISTRICT TAX $5.15 MILLION ADVERTISING REVENUE $100,000 CUMBERLAND DISTRICT CIRCULATOR FEE $2.74 MILLION **NO INCREASE IN PROPERTY TAXES TO COBB HOMEOWNERS: $17.9 MILLION PER YEAR $6.1 MILLION PER YEAR *ANNUAL CONTRIBUTIONS COVER PRINCIPAL AND INTEREST OF BOND ISSUANCE ECONOMIC IMPACT 5,227 construction jobs with $235,000,000 in construction earnings, $35,000,000 of which will be in earned in Cobb County. 3,141 ongoing ballpark jobs, resulting in $35,800,000 in earnings, with 1,617 of those jobs in Cobb County, resulting in earnings of $6,232,500 in Cobb County. Visitor spending, resulting in 873 jobs which provide $25,000,000 in earnings, of which $8,906,754 will be earned in the county. These numbers do not include the anticipated tax revenues from the planned Braves-owned mixed-use development around the stadium. 18

19 CONCLUSION HOW TO FINANCE THE PROJECT? INDUSTRIAL DEVELOPMENT REVENUE BONDS USED TO BE THE ANSWER NOW, THERE IS NO ONE ANSWER BUT WHEN ONE DOOR CLOSES OTHER DOORS OPEN GOOD LUCK WITH ALL YOUR NEW BOND OPPORTUNITIES! 19

20 REFERENCES THIS PRESENTATION AND OTHER REFERENCES CAN BE DOWNLOADED AS FOLLOWS: May 2013 P3 Public/Private Partnerships Done Right May Renewable Energy- Start to Finish: Site Location, Development, Finance, Construction, and Commercial Operations May Opportunities in Bond Financing (Stern Brothers) May Energy (Georgia Center of Innovation) March "In-Sourcing Capital: EB-5 Loans and Equity; NMTC Tax Credit Equity; and Non-Recourse Project Finance Bonds" October Project Finance - No Banks, No Recourse, No Problem! August "Green Energy/Green Dollars" August "Definition of Solid Waste Disposal Facilities for Tax-Exempt Bond Purposes" January Bonds 101 January Introduction to Tax-Exempt Bonds January Introduction to 'Taxable Floaters' at May 2013 Quick Takes: Financing Updates and Save the Dates September Quick Takes: "Section 1603 Grants" for Renewable Energy Projects: Take the Money and Run! August Quick Takes: New Regs, New Rush- Finance Your Renewable Energy and Solid Waste Disposal Projects Now! June Quick Takes: Easy Equity- the NMTC and EB-5 programs January Quick Takes: After ARRA - What Bonds Can We Use Now to Finance Projects? at 20

21 QUESTIONS? Daniel M. McRae, Partner Seyfarth Shaw LLP 1075 Peachtree Street, N.E., Suite 2500 Atlanta, Georgia Telephone:

22 MORE INFORMATION This presentation is a quick-reference guide for company executives and managers, elected and appointed officials and their staffs, economic developers, participants in the real estate and financial industries, and their advisors. The information in this presentation is general in nature. Various points which could be important in a particular case have been condensed or omitted in the interest of readability. Specific professional advice should be obtained before this information is applied to any particular case. Any tax information or written tax advice contained herein is not intended to be and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on the taxpayer. (The foregoing legend has been affixed pursuant to U.S. Treasury Regulations governing tax practice.) 22