Education Infrastructure: Financing K-12 Capital Projects in Virginia

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1 Education Infrastructure: Financing K-12 Capital Projects in Virginia Lisa Williams, Partner, McGuireWoods LLC Deidre Jett, Program Manager, Virginia Public School Authority, May 21, 2015

2 Financing K-12 Capital Infrastructure What to do Before Issuing Debt Virginia School Financing Programs Other Financing Options Post-Issuance Considerations 2

3 Are You Smarter than a Kindergartener? Kindergarten I need somebody to hold my hand Elementary I know I don t know Middle School I know enough to be dangerous High School - I could teach the stuff 3

4 The Players Local Government School District Locality Bond Counsel Financial Advisor Local Government Attorney Others: Underwriter Trustee 4

5 Before the Financing Anticipated Draw-Down Schedule/ Negative Arbitrage Reimbursement Resolution Private Use: Management Contracts and Leases Other funding sources Debt Limit Referendum Local Politics Engage Bond Counsel and Financial Advisors Early! 5

6 Virginia Public School Authority (VPSA) Pooled Financing Notes Stand Alone School Tax Credit 6

7 114 Localities Participate in VPSA s Programs Accomack County Albemarle County Alleghany County Amelia County Amherst County Appomattox County Arlington County Augusta County Bedford County Botetourt County Bristol City Brunswick County Buchanan County Buckingham County Buena Vista City Campbell County Caroline County Carroll County Charlotte County Chesapeake City Chesterfield County Clarke County Covington City Craig County Culpeper County Cumberland County Danville City Dickenson County Dinwiddie County Essex County Falls Church City Fauquier County Floyd County Fluvanna County Franklin City Franklin County Frederick County Fredericksburg City Giles County Gloucester County Goochland County Grayson County Greene County Greensville County Halifax County Hanover County Harrisonburg City Henrico County Henry County Highland County Hopewell City Isle of Wright County James City County King George County King William County Lee County Lexington City Loudoun County Louisa County Lunenburg County Lynchburg City Manassas Park City Martinsville City Mathews County Mecklenburg County Middlesex County Montgomery County Nelson County New Kent County Newport News City Northampton County Norton City Nottoway County Orange County Page County Patrick County Petersburg City Pittsylvania County Poquoson City Portsmouth City Powhatan County Prince Edward County Prince George County Prince William County Pulaski County Radford City Rappahannock County Richmond City Richmond County Roanoke City Roanoke County Rockbridge County Rockingham County Russell County Shenandoah County Smyth County Southampton County Spotsylvania County Stafford County Staunton City Suffolk County Surry County Sussex County Tazewell County Virginia Beach City Warren County Washington County Waynesboro City West Point Town Westmoreland County Williamsburg-James City County Wise County Wythe County York County 7

8 VPSA - Pooled Bond Program Flagship program Established in 1962 Virginia s Bond Bank for K-12 School Fifty-one issues under the 1997 resolution $2.6 billion outstanding 8

9 VPSA s Rating Bond ratings Fitch: AA+ Moody s: Aa1 S&P: AA+ Rating Factors State Aid Intercept Provision Sum Sufficient Appropriation - Literary Fund Sum Sufficient Appropriation Commonwealth of Virginia General Fund Credit Strength the Commonwealth (AAA/Aaa/AAA) 9

10 VPSA Pooled Bond Program - Advantages VPSA manages the process No local bond referendum required VPSA achieves very competitive pricing Attractive financing rates for local governments - No application fee or upfront VPSA cost of issuance fees - Nominal Fee VPSA monitors arbitrage compliance (pooled arbitrage risk) Continuing disclosure 10

11 VPSA Pooled Bond Program Finances all types of real and personal property for public schools, including land, buildings and equipment No referendum required for General Obligation (GO) bonds sold to VPSA No collateral pledge Credit enhancement through state-aid intercept and sum sufficient Streamlined application process with no application fee Decreased administrative burden on local officials for ratings, issuance, arbitrage rebate compliance and continuing disclosure Market access VPSA frequent issuer Cost effective for smaller sized financings 11 11

12 VPSA Pooled Bond Program - Process VPSA issues bonds Proceeds used to purchase local general obligation school bond Bonds issued twice a year - May (applications due in March) - November (applications due in September) Flexibility in debt service schedules - Level principal - Level debt service - Wrap around structures and capitalized interest Able to finance projects in phases VPSA continually analyzes refunding opportunities 12

13 VPSA Stand Alone Program VPSA serves as conduit for local issuer Intended for highly rated issuers Rating on the VPSA bond equal to the GO bond rating of the locality VPSA purchases local GO school bond (no voter referendum required) State Aid Intercept applies Locality is responsible for the following: VPSA fee Cost of issuance (VPSA and Locality) Arbitrage compliance 13

14 School Tax Credit Bonds Qualified Zone Academy Bonds (QZABs) Administered with the Department of Education (DOE) DOE determines eligibility As low as 0% Interest 10% private contribution Strict three year spending requirements Qualified School Construction Bonds (QSCBs) No additional federal authorization 14

15 School Technology Notes Administered through the Department of Education (DOE) Finances Computer-based instructional and testing system High-speed internet connectivity for public schools Authorization by the General Assembly Distribution by formula Matching grant program $67 M in FY 2015 and $72 M in FY 2016 Debt service paid from Literary Fund appropriations Amortized over a five year term to approximate useful life 15

16 School Security Notes Administered through the Department of Education (DOE) Established in 2013 Appropriation Act $6 million annual authorization Annual competitive grants up to $100,000 per school division Debt service paid from Literary Fund appropriations Amortized over five years - sold with Technology Notes 16

17 Literary Fund Loans $ Million for FY16 Administered by DOE First Priority Waiting List projects Expect announcement after July 1 st 17

18 Other Financing Options What type of security will the Locality use to secure the debt? Does the Locality want long-term debt or short-term/interim financing? 18

19 Type of Security General Obligation County - Referendum - Virginia Public School Authority No referendum requirement Cities, Towns and Counties that have elected to be treated as a City - 10% Debt Limit - Charter or Local Limitations Lease Revenue Locality is using its leasing power Pledges the source of revenue from the lease between the Economic Development Authority/Industrial Development Authority and the Locality Locality s financial obligations are subject to appropriation Commonly includes a leasehold deed of trust that pledges a leasehold interest in the school to the lender 19

20 Public Issuance vs. Direct Bank Placement Schedule Disclosure Primary Documents Public Issuance Governed by the Locality s ability to update the Locality s information included in the Official Statement Subject to Rule 15c2-12; must provide continuing disclosure on EMMA GO: Bond; Official Statement Direct Bank Placement Governed by the Bank s term sheet/commitment letter Provide financial information to the bank as requested; no public disclosure required GO: Bond LRB: Bond, Indenture, Financing Lease, Ground Lease, Deed of Trust, Official Statement LRB: Bond Purchase Agreement, Financing Lease, Ground Lease, Deed of Trust Amortization To maturity Varies; Commonly subject to put within 3 to 7 years Par Amount Small par amounts may not be cost effective Large par amounts are subject to bank credit limits Redemption/Prepayment 10 year par call is typical Varies; Commonly prepayable at any time but may include a prepayment fee or make whole 20

21 Long-Term vs. Short-Term/Interim Financing Economic Life of the Assets Other funding sources Grants Literary Fund Loans Construction schedule Market Considerations Bond Anticipation Notes Matures within Five Years 21

22 Post Issuance Compliance Compliance with Covenants in Bond Documents Key staff members need to know and understand the Locality s responsibilities under the bond documents Continuing Disclosure Requirements The SEC has become more vigilant in its desire for issuers to comply with their 15c2-12 undertakings The Locality s governing body should adopt written procedures to ensure compliance VPSA will notify a Locality if it is deemed to be a Material Obligated Person Direct Bank Placements require disclosure just be delivered to the bank 22

23 Post Issuance Compliance Compliance with Tax Covenants The IRS wants all issuers and borrowers to have post issuance compliance policies for their tax-exempt financings Monitor Spending and Investment of Bond Proceeds Record Keeping IRS wants all bond related documents to be held for the life of the bonds plus three years (i.e. transcripts, invoices, investment statements, correspondence, etc.) Change in use/disposition of the assets GFOA/VGFOA Good resource for Best Practices Training When in doubt call your bond counsel or financial advisor 23

24 For More Information VPSA McGuireWoods Deidre Jett Lisa M. Williams Melissa Palmer Arthur E. Anderson Sandra Stanley T.W. Bruno

25 Questions 25

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