California Debt and Investment Advisory Commission Fundamentals of Debt Financing. Role of the Financial Advisor
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1 PFM California Debt and Investment Advisory Commission Fundamentals of Debt Financing Role of the Financial Advisor Presented by Sarah Hollenbeck Public Financial Management, Inc. October 2, 2008
2 Key Roles of the Financial Advisor Serve one interest that of the Issuer Provide information to enable Issuer to make informed decisions Ongoing relationship with Issuer, not limited to bond transactions Assist with entire process from designing plan of finance to post-closing administration, as well as projects not involving bonds 2
3 What to Look for in a Financial Advisor Independent and objective Does not sell or underwrite bonds Understanding of the Issuer and its needs Experience with similar issuers and projects Knowledge of the municipal bond market Technical ability and resources Long-term commitment to clients 3
4 What Does a Financial Advisor Do? Develop debt and other financial policies Prepare Plan of Finance Implement Plan of Finance Provide ongoing post-closing support Maintain debt profile and monitor refunding opportunities 4
5 Development of Financial Policies Financial advisor can assist in drafting key financial policies Debt policy Community Facilities District Goals and Policies Reserve policies Swap policy Strong financial policies are critical factor in rating agencies credit analysis 5
6 Designing the Plan of Finance Considerations in creating the Plan of Finance Issuer s financial policies and goals Project cost and available funding sources Issuer s risk tolerance, resources available for debt administration, etc. Evaluation of alternatives Short vs. long term financing Fixed vs. variable rate Pay-as-you-go Plan of Finance may be developed well in advance of bonds being issued An Underwriter may or may not be involved 6
7 Executing the Plan of Finance Recommend a method of sale for bonds Competitive vs. Negotiated Sale Assist in selection of financing participants Manage bond financing process Coordinate rating process Review legal and disclosure documents Advise Issuer on bond pricing Facilitate closing 7
8 Determining the Method of Sale Financial Advisor will recommend a competitive or negotiated sale, based on various factors: Type of financing Structure of bonds Issuer s presence in the market Credit quality Size of issue Market conditions Issuer preference 8
9 Role in Competitive vs. Negotiated Sale FA primary responsibilities in a Competitive Sale Structure bonds Prepare notice inviting bids Receive and confirm bids Manage closing process FA primary responsibilities in a Negotiated Sale Participate in bond structuring Evaluate use of credit enhancement Advise Issuer on pricing of bonds and underwriter s spread Assist in closing process 9
10 Role in Competitive Pricing Role of Financial Advisor in Competitive pricing Advise Issuer on selection of sale date Premarketing calls to potential bidders in week prior to sale Handle prequalification of bonds for insurance, if applicable Receive bids submitted through electronic platform Confirm winning bidder Resize and/or restructure bonds based on winning bid 10
11 Role in Negotiated Bond Pricing Role of Financial Advisor in Negotiated pricing Prior to pricing date, engage in dialogue with Underwriter about structure, pricing levels, market dynamics Advise Issuer as to competing supply, economic data, and pricing levels of comparable issues On pre-pricing call with Underwriters, provide independent view of appropriate pricing levels and set expectations for pricing performance Monitor order flow during pricing period Make recommendations to Issuer as to final bond structure and interest rate levels 11
12 Role in the Credit Process Financial Advisor prepares credit presentation materials, but the Issuer presents Financial Advisor keeps Issuer abreast of changes in rating criteria, hot issues Financial Advisor assists with the continuity of information or story Presenting the credit does not begin or end with the rating meeting Financial Advisor serves as analysts point of contact for questions and information requests 12
13 Role in Closing and Post-Closing Review closing documentation and facilitate closing procedures Prepare post-sale analysis Evaluate performance of financing participants Advise on reinvestment of bond funds Assist Issuer with ongoing debt administration - Continuing disclosure questions - Renewal of credit facilities Monitor debt for refunding or restructuring opportunities 13
14 Summary A Financial Advisor... Has the Issuer s interests at heart Has more ongoing Issuer contact than other financing team members Is there for the Issuer when no transaction is in process Does more than just execute financings 14
15 Questions? Feel free to contact me: Sarah Hollenbeck Senior Managing Consultant Public Financial Management, Inc. 50 California Street, Suite 2300 San Francisco, CA Phone: (415)
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