NAPA REDEVELOPMENT SUCCESSOR AGENCY OVERSIGHT BOARD AGENDA REPORT. Review Bond Refunding Options and Provide Input and Direction to Staff

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1 NAPA REDEVELOPMENT SUCCESSOR AGENCY OVERSIGHT BOARD AGENDA REPORT Administrative Report Agenda Item No.4B Date: June 4, 2014 To: From: Subject: Oversight Board Members Roberta Raper, Finance Director Review Bond Refunding Options and Provide Input and Direction to Staff DISCUSSION: In 2003, the former Napa Community Redevelopment Agency ( RDA ) issued the 2003 Parkway Plaza Tax Allocation Bonds (TABS), Series A, B and C. The Series A bonds, issued in the amount of $ million, refinanced older TABS and generated $12 million in capital project funds. These bonds were secured by the non-housing tax increment of the RDA and have an outstanding balance of $11.47 million. A portion of these funds are allocated to capital projects that are listed on the Recognized Obligation Payment Schedule. The Series B and C bonds were secured by the housing set-aside tax increment. Series B was issued in the amount of $2.475 million to refund older housing bonds, and the remaining balance is $1.155 million. Series C, issued in the amount of $2.05 million, provided funding for affordable housing projects. The outstanding balance is $0.95 million. The TABS all have a final maturity of September 1, AB 1484 (Health and Safety Code ) allows for a Successor Agency to issue bonds provided certain factors are met. Requirements include no additional interest cost and no additional principal other than the refunding amount needed to defease the refinanced bonds, pay for issuance costs, and meet required debt reserves. Staff has pursued analysis on bond refinancing options to determine whether the potential debt service savings are sufficient to undertake a refinancing and is seeking Oversight Board direction on whether to pursue a refinancing. There are two options for refinancing the bonds; either private placement or public offering. Private placement has several advantages including an abbreviated process and time to transact, far less staff time, and no annual continuing disclosure requirement, and private placements are typically quicker and easier to close. However, the analysis concludes that private placement would result in approximately $150,000 less in net present value savings than a public offering. Public offerings are more cumbersome, require more legal documentation in order to market bonds to various individuals, and are subject to changes in market conditions, so the approximated savings may change before the deal is finally done. In addition, there are far more upfront costs and staff time involved in public offerings. Page 1 of 2

2 The analysis indicates approximately $730,000 in net present value savings for the private placement and $890,000 for the public offering options, based on a refinance prior to September 1, 2014, the date the principal payment is due. In order to do the private placement in this time frame, we would need to close by mid-august, otherwise the savings would decrease somewhat, due to a principal payment being deducted from the total refinancing. Bond counsel indicated this quick time frame would be very difficult as Department of Finance (DOF) has 60 days to approve the Oversight Board s action to refinance once a resolution is adopted, and if DOF has any objections or issues with the refinance, it could significantly delay the process. Between now and a refinancing, actions would be required by the Oversight Board, likely at special meeting(s); and by the boards of the Successor Agency, Housing Authority, and Public Facilities Financing Authority, all parties to approval of the 2003 TABS. Orchestrating the required meetings would be challenging, particularly since the City Council will be on recess most of July (the Councilmembers are also members of the other boards just mentioned). The Series B bonds are taxable, which make public offering a less viable option. Should the Oversight Board direct staff to pursue public offering to refinance the bonds, staff would recommend only refinancing the Series A and Series C tax-exempt bonds. The Oversight Board may also consider different options for structuring the refinance, including level savings throughout the life of the debt, or most of the savings in the first year of the debt repayment. This option may have the bigger bang for the buck for most agencies, especially those who receive smaller allocations of Redevelopment Property Tax Trust Fund re-allocations. If the Oversight Board directs Successor Agency staff to move forward with a bond refinancing, staff will quickly assemble a team including bond counsel, a financial advisor, and an underwriter and begin preparing the necessary documents. FINANCIAL IMPACTS: Depending on the option chosen, savings are projected to range from $730,000 - $980,000 and equate to total interest rate savings of between 0.25 and 2.32%. The taxing entities would benefit from a higher distribution of property tax increment than would result from the reduction in debt service payments over the remaining life of the bonds. DOCUMENTS ATTACHED: 1) Attachment 1: Analysis of Refinancing Opportunities for City of Napa Successor Agency Debt RECOMMENDED ACTION: Provide direction to staff whether to: 1) proceed with refinancing the bonds; 2) pursue private placement or public offering; and 3) pursue level savings or front-load the savings into the first year of repayment. Page 2 of 2

3 ATTACHMENT 1 May 27, 2014 Ms. Roberta Raper Finance Director City of Napa 955 School Street Napa, CA RE: Refinancing Opportunities for City of Napa Successor Agency Debt This letter describes our analysis of opportunities for refinancing the City of Napa Successor Agency's outstanding debt, the 2003 Tax Allocation Bonds, Series A, B and C. Four basic scenarios our analyzed: Scenario 1 - Private placement with level savings Scenario 2 - Private placement with savings concentrated in the first year Scenario 3 - Public offering with level savings Scenario 4 - Public offering with savings concentrated in the first year Private Placements In the last 3 years, community and regional banks have become very active in directly purchasing municipal obligations at very competitive interest rates. A private placement with a bank has the following advantages: 1) Issuance expenses are significantly less than for a publicly offered bond issue. 2) The transaction can be accomplished in a shorter time period than a publicly offered bond issue. 3) There are no continuing disclosure requirements. 4) City Council approval of a refinancing of existing debt typically takes place after bids have been received from bank investors. This means that when Council approves the transaction, there is no uncertainty about the benefits of the transaction. This is not the case with a public offering, where the benefits are not known until the bond sale takes place. The chief disadvantage of a private placement is that the banks typically have more stringent credit conditions than investors in publicly offered bonds, and that sometimes their interest rates are not competitive. Public Offerings In a public offering, a public agency contracts with one or more bond underwriting firms to sell a bond issue to the public. The public agency is legally responsible under Federal securities law for the disclosure document, called an official statement, that is provided to potential investors. As noted above, the public agency's governing board must formally approve the transaction before the bonds can be offered to the public. Page 1 of 4

4 MS. ROBERTA RAPER - REFINANCING OPPORTUNITIES FOR CITY OF NAPA SUCCESSOR AGENCY DEBT ATTACHMENT 1 MAY 27, 2014 The 2003 Tax Allocation Bonds In 2003, The Napa Community Redevelopment Agency ( Redevelopment Agency ) issued $22,715,000 of Series A tax exempt tax allocation bonds secured by the non- housing tax increment of the Redevelopment Agency. The Series A bonds have an outstanding principal amount of $11,470,000 and a final maturity of September 1, In addition, the Redevelopment Agency issued $2,475,000 of Series B taxable tax allocation bonds secured by the housing set- aside tax increment of the Redevelopment Agency. The Series B bonds have an outstanding principal amount of $1,155,000 and a final maturity of September 1, Lastly, the Redevelopment Agency issued another $2,050,000 in tax exempt tax allocation bonds also secured by housing set- aside tax increment of the Redevelopment Agency. As with the Series A and B bonds, the Series C bonds have a final maturity of September 1, Of the Series C bonds, $950,000 remains outstanding. It is important to note that since dissolution of redevelopment agencies in California, housing set- aside increment cash flows are de facto merged with all other Successor Agency cash flows. Consequently, for purposes of this analysis, the refinancing of Series A and C is treated as a single tax exempt debt issue. Scenario 1 Private Placement with Level Annual Savings This scenario shows the potential benefits to the Successor Agency if Series A, B, and C are all refinanced by a private placement with a bank, with the savings structured to be level over the remaining term of all three series. The table below summarizes the results: First year cash flow savings $123,821 $7,065 $130,886 Total cash flow savings $742,926 $42,390 $785,316 Average annual cash flow savings $123,821 $7,065 $130,886 Total present value savings $698,331 $38,657 $736,988 Par Value $9,358,174 $881,739 $10,239,913 Current outstanding principal $12,420,000 $1,155,000 $13,575,000 Assumed closing date August 1, 2014 August 1, 2014 All- in true interest cost 3.10% 5.52% The cash flow savings for Series A, B, and C are approximately $130,000 per year, with combined present value savings of $736,000, or over 5% of the amount of debt refunded. A very important assumption in Scenario 1 is a closing date of August 1, Notwithstanding the time it takes to get the State Department of Finance ( DOF ) to approve a refinancing, a private placement can be realistically accomplished for all three series on or before August 1, Also note that 5% savings is normally considered very good. However, as you know, the City of Napa will only realize a fraction of this amount, based on its share of the ad valorem property taxes under Proposition 13. Page 2 of 4 PAGE 2

5 MS. ROBERTA RAPER - REFINANCING OPPORTUNITIES FOR CITY OF NAPA SUCCESSOR AGENCY DEBT MAY 27, 2014 Scenario 2 Private Placement with Savings Upfront This scenario also assumes a private placement for all three series, but structures the cash flow savings to take place in the first year. The table below summarizes the results: First year cash flow savings $685,000 $38,000 $723,000 Total cash flow savings $690,987 $38,063 $729,050 Average annual cash flow savings Very small Very small Very small after first year after first year after first year Total present value savings $690,933 $38,065 $728,998 Par Value $9,981,706 $916,112 $10,897,818 Current outstanding principal $12,420,000 $1,155,000 $13,575,000 Assumed closing date August 1, 2014 August 1, 2014 All- in true interest cost 3.06% 5.44% The first year cash flow savings for Scenario 2 are $723,000. This large level of cash flow savings results primarily from closing the refinancing on August 1, 2014, prior to the September 1, 2014 principal maturity on all three series. If the DOF approval process delays the closing to after September 1, 2014 principal payment, the cash flow savings would be deferred until September 1, Present value savings in this scenario are slightly less than in Scenario 1. Scenario 3 Public Offering with Level Annual Savings This scenario assumes a public offering for a refinancing for Series A and C with level cash flow savings through the remaining term of the bonds. Since Series B is so small, and since it is taxable, we have assumed that it would still be refinanced through a private placement, even if Series A and C are refinanced through a public offering. The table below summarizes the results: ATTACHMENT 1 First year cash flow savings $180,645 $7,065 $187,710 Total cash flow savings $891,660 $42,390 $934,050 Average annual cash flow savings $178,332 $7,065 $185,397 Total present value savings $858,112 $38,657 $896,769 Par Value $8,605,000 $881,739 $9,486,739 Current outstanding principal $10,580,000 $1,155,000 $11,735,000 Assumed closing date October 1, 2014 August 1, 2014 All- in true interest cost 2.43% 5.52% In the case of refunding tax allocation bonds, a public offering generates significantly more savings than a private placement. Cash flow savings in Scenario 3 are $50,000 per year greater than cash flow savings in Scenario 1. Present value savings are about $150,000 greater. Page 3 of 4 PAGE 3

6 MS. ROBERTA RAPER - REFINANCING OPPORTUNITIES FOR CITY OF NAPA SUCCESSOR AGENCY DEBT MAY 27, 2014 Consequently, while the Series A and C refinancing is assumed to have an October 1, 2014 closing date, Series B still is assumed to have an August 1, 2014 closing date. Both public offering scenarios (Scenarios 3 and 4) assume a rating from Standard & Poor's in the A category. Since dissolution has effectively closed the lien, and since the 2003 series were rated A-, we believe that a rating in this category is very likely. Scenario 4 Public Offering with Savings Upfront This scenario assumes a public offering of the refinancing bonds for Series A and C, with a private placement for Series B. In both cases, cash flow savings are structured to occur in the first year after issuance. The table below summarizes the results of the analysis for Scenario 4: First year cash flow savings $857,441 $38,000 $895,441 Total cash flow savings $864,957 $38,063 $903,020 Average annual cash flow savings Very small Very small Very small after first year after first year after first year Total present value savings $855,623 $38,065 $893,688 Par Value $8,540,000 $916,112 $9,456,112 Current outstanding principal $10,580,000 $1,155,000 $11,735,000 Assumed closing date October 1, 2014 August 1, 2014 All- in true interest cost 2.38% 5.44% The first year cash flow savings are projected to be approximately $900,000. Even after sharing amongst all the taxing entities overlying the former Parkway Plaza Project Area, the City of Napa could still see significant benefit from this scenario. Present value savings for Scenario 4 are slightly greater than for Scenario 3. Conclusions The municipal bond market has been very volatile for several years now. Consequently, we typically advise our clients to take the bird in the hand. In this case, this means that if we believe it is realistic that DOF could approve the refinancing in time for an August 1, 2014 closing, the City go with the private placement option. However, if that assumption is not realistic, then we recommend a public offering. As is now the standard course for most Successor Agencies, we would proceed concurrently with both DOF approval and preparing the public offering for Council approval and subsequent sale. Next Steps We would be pleased to come to your offices and discuss this analysis in more detail. Also, we have detailed debt service cash flow schedules available for all four scenarios, which we would be happy to provide upon request. All the best; ATTACHMENT 1 Mark Northcross Principal Page 4 of 4 PAGE 4

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