Item Coversheet

Resolutions - C7  H




COMMISSION MEMORANDUM

TO:Honorable Mayor and Members of the City Commission 
FROM:Raul J. Aguila, Interim City Manager 
DATE:February  10, 2021
 



SUBJECT:

A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER AND APPROVING THE SELECTION OF THE FOLLOWING INVESTMENT BANKING FIRMS TO PROVIDE UNDERWRITING SERVICES FOR THE MIAMI BEACH WATER AND SEWER REFUNDING REVENUE BONDS, SERIES 2021A, WHICH THE CITY ANTICIPATES WILL BE ISSUED IN 2021: PNC BANK, AS THE SENIOR MANAGER, AND HILLTOP BANK, AS CO-MANAGER.


RECOMMENDATION

Accept the recommendation of the City Manager and approve the selection of the following investment banking firms to provide underwriting services for the Miami Beach Water and Sewer Refunding Revenue Bonds, Series 2021A (which the City anticipates will be issued in 2021): PNC Bank, as the senior manager, and Hilltop Bank, as co-manager.

BACKGROUND/HISTORY

Given the favorable interest rate environment caused by the Federal Reserve’s response to the COVID-19 pandemic, the City’s Finance Department, in conjunction with the City’s Financial Advisor, RBC Capital Markets (“Financial Advisor”), has identified opportunities to achieve debt service savings from lower interest rates.

 

As set forth more fully below, the Administration proposes that the City Commission approve the selection of underwriters for the issuance of the City’s Water and Sewer Refunding Revenue Bonds, Series 2021A (the “Series 2021A Bonds”). The details of the proposed Series 2021A bonds are discussed more fully below.

 

On May 8, 2020, the Finance and Economic Resiliency Committee (“FERC”) reviewed the proposed refunding of the $40,000,000 Water and Sewer Revenue Refunding Bonds, Taxable Series 2009J-1B, and Water and Sewer Revenue Bonds, Taxable Series 2009J-1C (together, the “Outstanding Series 2009 Bonds”), and favorably recommended that the Administration proceed with the refinancing as the Outstanding Series 2009 Bonds came closer to the call date of December 1, 2020 and market conditions improved.

ANALYSIS

The City’s Finance Team and Financial Advisor have identified the following savings opportunity, which is discussed in greater detail below.  The refunding of these obligations was recommended to the FERC on May 8, 2020, and the FERC recommended that Administration move forward with the refinancing.

 

The City’s $40 million in Outstanding Series 2009 Bonds became callable on December 1, 2020, and have interest rates ranging from 4.375-5.00% with a final maturity on December 1, 2039.  A public offering of the Series 2021A Bonds enables the City to lock in savings with a fixed rate through the final maturity of the Series 2021A Bonds.  The Administration and its Financial Advisor reviewed the possibility of refinancing the Outstanding Series 2009 Bonds with a bank loan, but determined that the ability to lock in the debt service through the final maturity of the refunding is the best alternative for utility rate setting.

 

Based on current market conditions, the net present value savings from refinancing the Outstanding Series 2009 Bonds would be approximately $11 million, which is 28% of bonds refunded.  The total savings over 18 years would be approximately $17 million.  The final maturity of the refunding will not be later than 2039, which is the final maturity of the Outstanding Series 2009 Bonds.

 

Municipal bond underwriting firms assist the City through the bond issuance process and serve as a liaison between the City and investors in the sale of its bonds.  The underwriters’ main role is to generate investor demand and to market, price and sell the City’s Series 2021A Bonds to retail and institutional investors.  This Resolution is only to select the underwriters from the City’s underwriting pool for the Series 2021A Bonds. 

 

On April 14, 2010, the Mayor and City Commission accepted the City Manager’s recommendation to award RFP 15-09-10 for Underwriter Services and as a result created a pool of 15 firms to provide underwriting services on an as needed basis. The award was valid through April 13, 2018.

 

To seek proposals for a replacement pool of underwriters, on June 7, 2017, the Mayor and City Commission authorized the issuance of Request for Qualifications (RFQ) 2017-163-WG for Underwriter Services.  The RFQ sought statements of qualifications from underwriting firms to establish a team of underwriters to provide Underwriter Services to the City for the issuance of various municipal bonds.  On June 8, 2017, RFQ No. 2017-163-WG for Underwriter Services was issued.  RFQ responses were received on July 13, 2017.  On January 17, 2018, the Mayor and City Commission approved a resolution authorizing the Administration to establish a pool of 14 underwriters to provide underwriting services to the City for the issuance of bonds.

 

The selected firms participate in the bond issues by assisting the City, its Chief Financial Officer and its Financial Advisor, Julie Santamaria with RBC Capital Markets, with development of financing structures, preparation of preliminary and final official statements, bond resolutions, and other documentation as may be required. 

 

Because of the character of the Series 2021A Bonds, the prevailing market conditions, the economic conditions due to COVID-19 and the recommendations of the Financial Advisor, it was determined that a negotiated sale of the Series 2021A Bonds rather than a sale through a competitive bid is in the best interest of the City.

 

A firm appointed as the senior managing underwriter is required to provide the services listed below throughout the bond issuance process.  Co-managing underwriters provide assistance as requested and support in the marketing, distribution and underwriting of the assigned transaction. The City, at its sole discretion, may select one or more firms to serve as senior manager or co-manager from the underwriting team for each of its bond financings. The City reserves the right to assign less than all of the members of the underwriting pool for a particular financing, and reserves the right to remove any underwriter from participation in the underwriting syndicate if the underwriter and the City are unable to agree on any provision of the bond purchase contract.  All fees are contingent upon the issuance of the proposed bonds.   The required services include, but are not limited to, the following:

 

  1. Participate in drafting of all bond documents, including the Official Statement.
  2. Assist in preparation and discussions with rating agencies and bond insurers, if requested.
  3. Make recommendations for the proposed financing, including, but not limited to, the timing of the sale, the overall sales approach, the structure of the bonds, the call provisions, and the use of credit enhancement.
  4. Lead the underwriting team in marketing and distributing the bonds to both retail and institutional investors.
  5. Underwrite the financing based upon terms and conditions agreed to by both the City, financial advisor, and the underwriters in the Bond Purchase Agreement.
  6. Assist with the closing of the financing, including reviewing all closing documents and providing a post-financing report to the City which highlights the key characteristics of the financing.

 

The underwriters in a negotiated sale pre-market the bonds to retail and institutional investors in the weeks prior to pricing.  A negotiated sale process enables the underwriters to premarket as they know that they are part of the underwriting team and will have bonds to sell to investors.  For an issuer such as Miami Beach, which has many residents who would likely be interested in purchasing the Series 2021A Bonds, premarketing allows retail investors to prepare for the bond sale and be ready to place orders for the bonds.  The City can instruct the underwriters for the bonds to fill resident orders before orders from other investors in a negotiated sale.  For example, the City posted information on its website prior to the pricing for the GO Bonds and convention center bonds and orders from residents were filled first before other retail and institutional orders.  The City can post information on the Series 2021A bond sale on its website and place advertisements in local newspapers to inform residents of the upcoming negotiated sale.  During a negotiated new issue order period, all investors pay the same price for the bonds, whether they are an individual purchasing a $5,000 bond or an institutional investor purchasing millions of dollars in bonds.  The negotiated sale ensures that City taxpayers and residents who place orders for the bonds during the new issue order period will have the highest priority to purchase the bonds.

 

The process to select firms to serve as a senior or co-manager for a particular issue involves a review of work assigned to the firms in recent years, experience in and commitment to Florida municipal finance, the size of the bond issue to be sold, the credit of the offering, and the various markets that the firm has access to for marketing and distribution.  A firm’s response to other business requests, such as lines of credit and bank loans, and resulting commitment to the City is also considered.  The team of firms for a particular issue is recommended by the City Manager following consultation with the City’s Chief Financial Officer and Financial Advisor.

 

The City anticipates the issuance of the Series 2021A Bonds in April 2021 to refund outstanding obligations if market conditions allow.  The firms recommended for the Series 2021A Bonds, based on a combination of the above considerations, are as follows:

 

Senior Manager: PNC

Co-Manager:       Hilltop

 

A list of the underwriters’ recent transactions with the City and the resulting total participation in the City’s bond financings based on this recommendation are provided on the following page. (Exhibit 1)

 

The City and its Financial Advisor will work with the underwriters to provide information on how City taxpayers and residents can purchase the Series 2021A Bonds through the new issue order period.

 

The Resolution for the issuance of the Series 2021A Bonds will delegate to the Mayor, relying upon the recommendation of the Chief Financial Officer and the City’s Financial Advisor, the determination of various terms of the Series 2021A Bonds, including the payment of all related costs and expenses in connection with the issuance of the Series 2021A Bonds and all other actions necessary or desirable in connection with the issuance of the Series 2021A Bonds.

 

CONCLUSION

The Administration recommends that the Mayor and City Commission of the City of Miami Beach, Florida approve the City Manager’s recommendation of underwriters for the Series 2021A Bonds.

Applicable Area

Citywide
Is this a "Residents Right to Know" item, pursuant to City Code Section 2-14? Does this item utilize G.O. Bond Funds?
Yes No 
Legislative Tracking
Finance

ATTACHMENTS:
Description
Resolution
Exhibit 1