HomeMy WebLinkAboutCity of Rexburg Financing Package_April 2020 (Final)PRELIMINARY FINANCING
PACKAGE
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City of Rexburg
Madison County, State of Idaho
Wastewater Revenue Refunding Bond
Series 2020
FINANCING PACKAGE
As of April 27, 2020
Responses Due: May 18, 2020
The attached document is being sent to you as a prospective purchaser in connection with a private placement identified by Piper Sandler & Co. Piper Sandler & Co. has not independently
verified the information contained herein or otherwise made any further investigation of the bonds, the credit of the borrower and any obligor, the collateral and the bond terms. Neither
Piper Sandler & Co. nor any of its affiliates, partners, officers, agents, employees or representatives makes any representation or warranty, express or implied, as to the accuracy
or completeness of such information. See last page for additional disclaimers. Purchasers will be expected to complete their own due diligence if selected.
General Disclaimer:
The attached document is being sent to you as a prospective purchaser or lender in connection with a private placement or loan opportunity identified by Piper Sandler & Co. or its affiliate.
Piper Sandler & Co. and its affiliates have not independently verified the information contained herein or otherwise made any further investigation of the loan, the credit of the borrower
and any obligor, the collateral and the loan terms. Neither Piper Sandler & Co. nor any of its affiliates, partners, officers, agents, employees or representatives makes any representation
or warranty, express or implied, as to the accuracy or completeness of such information. All references to financial information of the borrower, any obligor or the collateral shall
not be considered as applicable for any period after the date they are referenced, unless expressly stated otherwise.
In addition to the attached document, you as prospective purchaser will be provided with or granted access to all of the available financial and other information requested and deemed
by you to be necessary to enable you to make an independent and informed judgment with respect to the collateral, the borrower and any obligor and their credit and the desirability
of purchasing an interest in the prospective financing. You as prospective purchaser agree to make a complete examination of all loan documents and approve of the form and content
of the same prior to your funding and you agree that Piper Sandler & Co. and its affiliates shall have no responsibility to perform and have not independently performed an examination
of or approved the loan documents or any specific loan terms and shall not have any duty to inspect the collateral or the books and records of borrower or any obligor.
By accepting this package and considering becoming a prospective purchaser, you hereby represent that you have the sophistication and knowledge required to evaluate the loan, the credit
of the borrower and any obligor, the collateral and the loan terms and that you will make your own independent credit analysis and decision to purchase your interest in the loan based
upon your own independent examination and evaluation of the transaction and the information you have deemed appropriate, without reliance on Piper Sandler & Co. or its affiliates, its
directors, officers, employees, attorneys or agents.
Piper Sandler & Co., its affiliates, directors, officers, employees, attorneys or agents make no representations or warranties, express or implied as to the business wisdom or propriety
of purchasing an interest in the loan, compliance with any lending or regulatory requirements, the credit worthiness of the borrowers or any obligor and the value and security of the
collateral or with respect to the solvency, condition (financial or other) or future condition (financial or other) of borrower, any obligor, or the collateral securing any loan or
for the due execution, legality, validity, enforceability, genuineness, sufficiency or collectability of the collateral or any loan document relative thereto. Piper Sandler & Co. and
its affiliates shall not be responsible for the performance or observance of any of the terms, covenants or conditions of the loan documents.
Forward Looking Statements:
This document may contain statements which should be considered “forward-looking statements,” meaning they refer to possible future events or conditions. Such statements may be identifiable
by the words such as “may,” “will,” “should,” “plans,” “expects,” “anticipates, “estimates,” “believes,” “budget,” or similar words. The achievement of certain results or other expectations
contained in such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance, or achievements described
to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. We therefore caution against placing substantial
reliance on such forward-looking statements. All forward-looking statements included within any document are made only as of the date such document is labeled current. The District
does not expect or intend to issue any updates or revisions to those forward-looking statements.
Term Sheet
Direct Purchase
Request for Proposals
Related to the Issuance of the
City of Rexburg, Madison County, State of Idaho
Wastewater Revenue Refunding Bond, Series 2020
No Official Statement will be prepared for this Offering. Upon Purchaser’s acceptance of the Bond, the Purchaser will be deemed to have had access to such financial and other information
concerning the Issuer and the Bond as the Purchaser shall deem necessary to make an independent decision to purchase the Bond, including the opportunity, at a reasonable time prior
to the purchase of the Bond, to ask questions and receive answers concerning the Issuer and the terms and conditions of the offering of the Bond.
______________________________________________________________________________
Issuer: City of Rexburg, (the “City”).
Issue: Wastewater Revenue Refunding Bond, Series 2020 (the “Bond”) issued pursuant to an Ordinance of the City authorizing the issuance and sale of the Bond (the “Bond Ordinance”).
Par Amount: Approximately $3,865,000
Purpose: The proceeds of the Bond together with an expected cash contribution of the City will be used to redeem the existing Wastewater Revenue Promissory Note, Series 2010, issued
on December 8, 2010, in the principal amount of $10,000,000 (the “Refunded Notes”) pursuant to Resolution No. 2010-14 of the City, adopted on November 3, 2010. The Refunded Notes
were originally funded by the Idaho Bond Bank Authority (the “Bond Bank”) through the issuance of the Bond Bank’s Series 2010C Bonds. This bond refunding transaction is being pursued
to reduce interest cost. The Refunded Notes have a final maturity of September 15, 2025.
The Refunded Notes were originally issued to finance costs of construction maintenance upgrades and expansion of the City’s Wastewater plant. Approximately 54% of the proceeds were
used for construction maintenance upgrades and 64% to expand the City’s wastewater plant capacity. The plant expansion from the 2010 bond issue along with additional capacity improvements
funded through reserves increased capacity of the system from 3.6 million gallons per day to 6 million.
Expected Closing: June 22, 2020
Principal Payments: Principal will be paid annually on September 15, beginning September 15, 2021. The estimated principal redemptions are detailed below:
Maturity Date
Amount
09/15/2021
740,000
09/15/2022
765,000
09/15/2023
775,000
09/15/2024
785,000
09/15/2025
800,000
Est. Average Life: 3.27 Years
Final Maturity: September 15, 2025
Interest Payments: Interest will be paid semi-annually on March 15 and September 15, beginning March 15, 2021.
**The City will only consider proposals with a fixed rate of interest**
Optional
Redemption: Not required.
Bond Rating: Non-rated. The City will not seek a rating on the Bond.
Tax Status: Tax-Exempt. Federal & State of Idaho.
Bank Qualification: The Bond is eligible for designation by the City as a “qualified tax-exempt obligation” within the meaning of Section 265(b)(3)(B) of the Code.
Purchaser
Certificate: The Purchaser will be expected to sign a purchaser certificate, a form of which is attached as Exhibit A.
The City: The City was incorporated in 1883 under the provisions of the State of Idaho. The City operates under a Council-Mayor form of government and provides the following services
as authorized by its charter: public safety (police and fire), streets, sanitation, culture-reaction, public improvements, planning and zoning, general administrative, utilities, and
airport operations.
The City’s population estimate according to the U.S. Census for 2018 is 28,687, and the county seat of Madison County. The City is home to Brigham Young University-Idaho (BYU-Idaho),
Idaho’s largest university. The City is also the gateway to both Grand Teton and Yellowstone National Parks, Teton, Big Hole Mountain Ranges, and surrounded by world class hunting
and fishing grounds.
The System: The City of Rexburg owns, maintains and operates a wastewater collection and treatment system. The wastewater facilities for the City include a state-of-the-art treatment
plant that was constructed in 1996 and expanded in 2001 and again in 2010 through 2017. The treatment process is termed extended aeration, using the oxidation ditch process. The treatment
plant has a capacity of 6.0 million gallons per day and is presently operating at approximately 2.7 to 3.2 million gallons per day on average with peaks rising above this periodically.
The treatment plant provides for the treatment of wastewater from the City, Sugar City, and the City of Teton.
The wastewater system includes twelve (12) pumping stations to transport the wastewater flows to the treatment plant. Treated wastewater is discharged to the South Fork of the Teton
River at a point just upstream of the Highway 20 river bridge. The treated water is monitored daily for quality. The level of treatment of the wastewater is governed by the Idaho Department
of Environmental Quality. The treated water from the treatment plant remains below the mandated limits.
Security: Standard Net Revenue Pledge of the Wastewater System.
Revenue of the System: means all revenues received by the City from its System and may include, at the discretion of the City, moneys derived from one, all, or any combination of revenue
sources pertaining to the System, including, without limitation, rates, charges, rents, fees, and any other income derived from the operation or ownership of, the use of services of,
or the availability of or services pertaining to, or otherwise derived in connection with, the System or all or any part of any property pertaining to the System.
Net Revenues: means Revenue of the System after the deduction of Operation and Maintenance Expenses.
Debt Service
Reserve Fund: None anticipated.
Rate Covenant: 1.25x coverage from Net System Revenues
Parity Obligation: Following the refinancing (and the payment of the regularly scheduled 9/15/2020 payment on the Series 2010 Wastewater Revenue Bonds), the City will not have any outstanding
Parity debt.
Future parity debt will be allowed under standard Additional Bonds Test requiring Net System Revenue at 125% of annual principal and interest requirements on existing and proposed Parity
Debt.
REST OF PAGE INTENTIONALLY BLANK
Historical Debt Service Coverage Analysis:
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One-Time Fees include sewer truck rental, septic dump charges, and a transer of $100,000 to $200,000 from industrial surcharges into the operating revenue fund.
Sale of Capacity and Contributions include industrial surcharges, sewer capacity fees, sewer main reimbursements normally collected back on a front foot fee or area charge basis for
improvements made in advance by the city and paid back by developer and contributions normally made by developers for improvements outside of the typical capacity and front fee or area
charges.
Source: Information extracted from the City’s audited financial statements.
Financial
Statements: FY 2016-2019 audited financial statements have been sent as separate attachments.
Bond Registrar The City will act as the Bond Registrar.
Legal Opinion: MSBT Law
Placement Agent: Piper Sandler & Co. Inquiries respecting this RFP should be directed to the following representative of the Placement Agent:
Matt Morrell
612-303-6642
Matthew.Morrell@psc.com
Method of Sale: The Bond will be sold by the City in a direct private placement. The Bond will be sold to the ultimate purchaser who submits a proposal that is determined, in the City’s
sole discretion, to be in the best interest of the City. The City reserves the right to negotiate the final terms of the Bond with the successful respondent. The City further reserves
the right to reject all bids, in its sole discretion.
Approvals: This is not a commitment. Issuance of Bonds is subject to the formal approval of the Bond Ordinance by the City, anticipated to take place on May 6, 2020. The Bond Ordinance
with delegate authority to officials of the City to complete the refinancing if minimum savings targets can be met through a refinancing of the bonds.
Responses Due: May 18, 2020.
Form of Response: 1. Please provide the proposed interest rate and any proposed bank fee.
2. Please indicate if the interest rate provided in your response is indicative or firm. If proposing a firm interest rate, please provide a timeline for holding the rate firm.
3. Please identify a timeline for credit approval, and whether there are bank legal fees for which the City would be responsible. Bank legal fees shall be stated as a flat fee or a not
to exceed amount.
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Investor Letter
Requirement: A form of investor letter is attached as Appendix A to this term sheet. Unless Piper Sandler obtains a written representation in the following form as part of the investor
letter or otherwise, Piper Sandler will be required under its regulatory authority to obtain a CUSIP for the Bonds:
The Purchaser is a bank, any entity directly or indirectly controlled by a bank, or under common control with a bank (other than a dealer registered under the Exchange Act), or a consortium
of such entities and the Purchaser is purchasing the Bonds solely for its own account for investment purposes only, with a present intent to hold the securities until maturity, early
redemption or mandatory tender (subject to the understanding that disposition of Purchaser’s property will remain at all times within its control).
APPENDIX A
Form of Investor Acknowledgement Letter
[Date]
[Issuer Name]
Piper Sandler & Co., as Placement Agent
800 Nicollet Mall
Minneapolis, MN
Re: $ [name of bond issue] (the “Bonds”)
Ladies and Gentlemen:
The undersigned, [name of investor] (the “Purchaser”) hereby represents and warrants to you as follows:
The Purchaser has purchased on the date hereof at the price of par, with no accrued interest, $_______________ in par amount of the above-referenced bonds (the “Bonds”) issued pursuant
to [that certain Bond Trust Indenture or other authorizing document] dated ________________ (the [“Bond Indenture”/”Resolution”),] [between the [issuer] and ____________ as Bond Trustee.]
The Purchaser is a bank, any entity directly or indirectly controlled by the bank or under common control with the bank, other than a broker, dealer or municipal securities dealer registered
under the Securities Exchange Act of 1934, or a consortium of such entities; or a municipal entity with funds that are, at least in part, proceeds of, or fully or partially secure or
pay, the purchaser’s issue of municipal obligations (e.g., state revolving fund or bond bank).
The Purchaser has sufficient knowledge and experience in business and financial matters in general, and investments such as the Bonds in particular, to enable the Purchaser to evaluate
the Bonds, the credit of the borrower, the collateral and the bond terms and that the Purchaser will make its own independent credit analysis and decision to purchase the Bonds based
on independent examination and evaluation of the transaction and the information deemed appropriate, without reliance on Piper Sandler & Co. or its affiliates, its directors, officers,
employees, attorneys or agents.
The Purchaser acknowledges that no credit rating has been sought or obtained with respect to the Bonds.
The Purchaser acknowledges that no official statement has been prepared for the Bonds, and that the [Issuer/Obligor] of the Bonds will not be entering into a continuing disclosure agreement
to provide ongoing
disclosure respecting the Bonds. The Purchaser has been offered copies of or full access to all documents relating to the Bonds and all records, reports, financial statements and other
information concerning the [Issuer/Obligor] and pertinent to the source of payment for the Bonds as deemed material by the Purchaser, which the Purchaser as a reasonable investor, has
requested and to which the Purchaser, as a reasonable investor, would attach significance in making an investment decision.
The Purchaser confirms that its investment in the Bonds constitutes an investment that is suitable for and consistent with its investment program and that the Purchaser is able to bear
the economic risk of an investment in the Bonds, including a complete loss of such investment.
The Purchaser states that: (a) it is a bank, savings and loan association, insurance company, or registered investment company; or an investment adviser registered either with the Securities
and Exchange Commission under Section 203 of the Investment Advisers Act of 1940 or with a state securities commission (or any agency or office performing like functions); or any other
entity (whether a natural person, corporation, partnership, trust, or otherwise) with total assets of at least $50 million; and (b) it is (i) an “accredited investor” within the meaning
of Rule 501(a)(1) of Regulation D under the Securities Act of 1933, as amended (the 1933 Act”) or (ii) a “Qualified Institutional Buyer” as defined in Rule 144A under the 1933 Act;
and (c) it is capable of evaluating investment risks and market value independently, both in general and with regard to transactions and investment strategies in municipal securities;
and (d) it is exercising independent judgment in evaluating: (i) the recommendation of the Placement Agent, if any, or its associated persons; and (ii) the quality of execution of the
Purchaser’s transactions by the Placement Agent; and (e) the Purchaser has timely access to material information that is available publicly through established industry sources as defined
in Municipal Securities Rulemaking Board (MSRB) Rule G-47;
The Purchaser is purchasing the Bonds solely for its own account for investment purposes only, with a present intent to hold the securities until maturity, early redemption or mandatory
tender, and not with a view to, or in connection with, any distribution, resale, pledging, fractionalization, subdivision or other disposition thereof (subject to the understanding
that disposition of Purchaser’s property will remain at all times within its control).
The Purchaser understands that the Bonds (i) have not been registered under the Securities Act of 1933, as amended (the “Act”), and (ii) have not been registered or qualified under
any state securities or “Blue Sky” laws, and that the [Resolution/Trust Indenture] has not been qualified under the Trust Indenture Act of 1939, as amended.
The Purchaser acknowledges that in connection with the offering of the Bonds: (i) Piper Sandler & Co. as Placement Agent has acted at arm’s length, is not an agent or financial advisor
of, and owes no fiduciary duties to the Purchaser or any other person irrespective of whether the Placement Agent has advised or is advising the Purchaser on other matters, and (ii)
the Purchaser represents it has had the opportunity to consult with its own legal counsel and to negotiate this Certificate prior to execution. The Purchaser waives to the fullest extent
permitted by law any claims it may have against the Placement Agent arising from an alleged breach of fiduciary duty in connection with the placement of the Bonds.
The Purchaser understands that the [Issuer/Obligor] and Piper Sandler & Co, and their respective counsel and Bond Counsel will rely upon the accuracy and truthfulness of the representations
and warranties contained herein and hereby consents to such reliance.
The signatory of this Certificate is a duly authorized officer of the Purchaser with the authority to sign this Certificate on behalf of the Purchaser, and this Certificate has been
duly authorized, executed and delivered.
Very truly yours,
___________________________
By:
Name:
Title: