Request for Proposals for Underwriters Friday, January 2, Riverside Regional Jail Authority Series 2015 Jail Facility Revenue Refunding Bonds

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1 One James Center 901 East Cary Street Suite 1100 Richmond, Virginia (804) Request for Proposals for Underwriters Friday, January 2, 2015 Riverside Regional Jail Authority Series 2015 Jail Facility Revenue Refunding Bonds I. Background Davenport & Company LLC, as Financial Advisor to the Riverside Regional Jail Authority (the Authority ) and on behalf of the Authority, is issuing this Request for Proposals for Underwriters (the RFP ) for the proposed issuance of the Authority s Series 2015 Jail Facility Revenue Refunding Bonds (the Series 2015 Refunding Bonds ). The Authority intends to select an underwriting team from the proposals received for the Series 2015 Refunding Bonds, which are planned to be sold on a negotiated basis, subject to market conditions. The Series 2015 Refunding Bonds will be issued under and pursuant to the Authority s Indenture of Trust, dated as of March 1, 1995, as amended and supplemented, and will be payable from and secured by a pledge of the net revenues and other receipts derived by the Authority from the ownership and operation of the jail facilities. The Series 2015 Refunding Bonds, and other available funds, will advance refund approximately $44 million of the Authority s Series 2007 Bonds and pay the costs of issuance associated with the transaction. The Authority s Series 2007 Bonds funded capital improvements including a 480-bed expansion of the main jail in two new housing units. The Authority is currently rated Aa2 (Moody s) and BBB (Standard & Poor s). As was done with the Series 2013 Refunding Bonds, the Authority plans on obtaining an updated rating from Moody s only for purposes of the Series 2015 Refunding Bonds. II. Scope of Services Scope of Services Services rendered by the firm selected as for the Series 2015 Refunding Bonds will include the following: Assist in structuring the financing and analyzing costs and risks of various structural techniques. Assist the Authority in drafting the Official Statement, Supplemental Bond Resolution, Escrow Agreement, contracts and any other documents required to authorize, market and issue the bonds or to complete the financing, it being the current understanding that the Authority, its Financial Advisor, its Bond Counsel and its Counsel will have the primary drafting responsibility for such documents. Analyze market conditions and advise the Authority and its Financial Advisor with regard to market timing. Member NYSE FINRA SIPC Page 1

2 Assume primary responsibility for all activities associated with marketing the Series 2015 Refunding Bonds, including the development of a marketing plan and executing a marketing strategy to achieve the lowest cost of funds for the Authority. Schedule and participate in, as required, all necessary informational meetings for prospective investors prior to the issuance of the Series 2015 Refunding Bonds. Assist in the closing of the transaction and the transfer of funds. Assist the Authority and its Financial Advisor in other such matters related to the Authority s financing that may become necessary, including interaction with feasibility consultants, rating agencies and credit enhancement providers, if any. The Authority and its Financial Advisor will take primary responsibility for the credit rating process, with the on call as needed. Prepare a post-sale analysis with details about the investors who purchased the Series 2015 Refunding Bonds and the final pricing results of the Series 2015 Refunding Bonds versus comparable transactions. Provide continuing and on-going secondary market support for the Authority s bonds after the closing of the transaction. s Scope of Services Services rendered by respondents selected to serve as s in the underwriting team for the Series 2015 Refunding Bonds will include the following: Provide input, as requested by the Authority, the and the Authority s Financial Advisor regarding transaction structure. Participate in all activities associated with marketing the Series 2015 Refunding Bonds including participating in the development of a marketing plan and executing a marketing strategy to achieve the lowest cost of funds for the Authority. Participate in informational meetings for prospective investors prior to the issuance of the Series 2015 Refunding Bonds, as required. Assist the Authority and its Financial Advisor in other such matters related to the Authority s financial requirements for the financing(s) that may become necessary. Provide continuing and on-going secondary market support for the Authority s bonds after the closing of the transaction. [Remainder of this page intentionally left blank] Member NYSE FINRA SIPC Page 2

3 III. Response Requirements Please provide responses to the questions in this section of the RFP in the order in which they are presented in the RFP. In addition, please be as concise as possible with your responses. 1. Please state the name of the proposing firm. Please list the principal contact person, back-up contact and underwriting contact for this transaction, including the office locations, addresses, telephone, mobile phone and fax numbers as well as addresses. Availability of key firm personnel is important to the Authority. Also, please describe the firm s capacity to underwrite municipal bonds. As of December 31, 2014, list your firm s: Capital, Equity Capital, Net Capital and Excess Net (Uncommitted) Capital. (2 Page Limit) 2. Discuss your firm s Jail and Multi-Jurisdictional Authority transaction experience as both and Co-manager since January 1, A summary table included with your response should follow the format below. (2 Page Limit) Summary Table format (Please provide separate tables for Jail and Multi-Jurisdictional Authority experience) [Jail] [Multi Jurisdictional Authority] Experience Volume No. of Transactions Member NYSE FINRA SIPC Page 3

4 3. Provide a list of all Senior and Co-managed Jail and Multi-Jurisdictional Authority transactions since January 1, 2011 as an appendix. Your transaction list should follow the format below: Transaction List Format Date Amount Issuer Type (Jail/Multi- Jurisdictional Authority) Rating Role 4. Discuss your firm s Virginia transaction experience as both and Co-manager, since January 1, A summary table included in your response should follow the format below. (1 Page Limit) Summary Table format Virginia Experience Volume No. of Transactions 5. Provide a list of all Senior and Co-managed Virginia transactions since January 1, 2011 as an appendix. Your transaction list should follow the format below: Transaction List Format Date Amount Issuer Type (Neg/Comp) Security (GO/MO/Rev) Rating Role Member NYSE FINRA SIPC Page 4

5 6. Discuss your marketing capabilities and distribution plan for this transaction. Please address the following items: (Limit 3 Pages) i. Current Market Factors What factors in the current market do you anticipate will affect your marketing plan? ii. Investor Mix Which investors or type of investors will your firm target for the Series 2015 Refunding Bonds? What is the desired mix (retail versus institutional) in today s market? iii. Role of Retail Sales Describe the firm s perspective on the role of retail sales. How important is distribution to retail investors? What are the tools your firm recommends, if any, that issuers should use in order to enhance retail sales? How would your firm propose to market to the retail sector? Specifically, how would you attempt to distribute bonds to the Virginia retail investor? Should the Authority consider a retail order period? iv. Retail Network Discuss your retail distribution network including the number of financial consultants and offices both nationally and located in Virginia. v. Please provide 3 to 5 examples since January 1, 2011 in which your firm underwrote unsold bonds at pricing. 7. Provide your proposed compensation for the Series 2015 Refunding Bonds. Please specifically break down your gross spread by its components. Please provide a detailed breakdown of underwriter s expenses (including the use of Bonddesk or similar service on the day of sale). Please exclude Underwriter s Counsel from your expenses (1 Page Limit) 8. Please identify any conflicts of interest or fee splitting arrangements, including but not limited to, those related to the provision or utilization of financial services, credit supports, or other products that might reasonably be expected to bear upon the engagement with the Authority. (1 Page Limit) 9. Please identify any material litigation, disciplinary actions or penalties and administrative proceedings affecting your firm or involving allegations of securities law violations with respect to your Public Finance practice in the past two years and the disposition of such litigation, actions, penalties or proceedings. (1 Page Limit) IV. Evaluation Responses will be evaluated based upon the following criteria (not listed in any order of importance): Relevant experience with Jail and Multi-Jurisdictional Authority financings; Relevant experience with Virginia financings; Experience of professionals to be assigned to the Authority; Capability to provide the required services; and Proposed compensation and reasonableness thereof. Member NYSE FINRA SIPC Page 5

6 V. Proposal Submission Instructions Responses must be received via to Jimmy Sanderson and Caroline Heggie at Davenport no later than 2:00 p.m. eastern time on Monday, January 12, Late or faxed responses will not be considered. Please submit 5 hard copies of your response by the following business day (Tuesday, January 13) to the Authority: Ms. Crystal H. Reid, MBA Director of Administrative Services Riverside Regional Jail 1000 River Road Hopewell, Virginia Also, please submit 2 hard copies of your response by the following business day (Tuesday, January 13) to the Authority s Financial Advisor at the following address: Jimmy Sanderson, Senior Vice President Davenport & Company LLC One James Center 901 East Cary Street, 11th Floor Richmond, Virginia Phone: [Remainder of this page intentionally left blank] Member NYSE FINRA SIPC Page 6

7 VI. Preliminary Schedule The preliminary schedule for the Series 2015 Refunding Bonds is as follows: Friday, January 2 RFP distributed to potential Underwriting firms. Monday, January 12 Responses to RFP due via by 2:00 p.m. Thursday, January 22 Thursday, January 29 Interview potential Underwriting firms at the Authority s offices in Hopewell, Virginia. Rating Agency meeting. Thursday, February 12 Receive rating and mail Preliminary Official Statement. Thursday, February 26 Bond sale, subject to market conditions. Thursday, March 12 Closing. VII. Other Proposals should be prepared simply, providing straightforward and concise responses to satisfy the requirements of this RFP. Emphasis should be on completeness and clarity of content. The Authority shall not be liable for any expense incurred in the preparation and presentation of any response to this RFP. Respondents, their agents and/or associates shall refrain from contacting or soliciting any Authority staff, officials or representatives regarding this RFP during the selection process. Failure to comply with this provision may result in the disqualification of the respondent, at the opinion of the Authority. All questions should be directed to the Financial Advisor. The Authority may hold interviews prior to selection of the Underwriting firms. Thus, any responding firm may be requested to make an oral presentation at the Authority s offices. It is the intent of the Authority to select one firm as senior manager as a result of this RFP. A combination of co-managers may also be selected. However, the Authority reserves the right to accept or reject any or all responses received, to negotiate with any firm providing a response, and to waive irregularities or informalities in any response if any of these actions are believed to be in the best interest of the Authority. The Authority reserves the right to reject any and all proposals and to waive any irregularities in order to enter into the arrangement that is in the best interests of the Authority. The Authority reserves the right to modify, change, amend or withdraw this RFP. Any such change to this RFP will be made in writing. Member NYSE FINRA SIPC Page 7

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