COUNTY OF SAN MATEO

County Manager/Clerk of the Board

DATE:

July 14, 2008

BOARD MEETING DATE:

July 22, 2008

SPECIAL NOTICE/HEARING:

None

VOTE REQUIRED:

Majority

 

TO:

Honorable Board of Supervisors

FROM:

Reyna Farrales, Deputy County Manager

SUBJECT:

Resolution Authorizing the Issuance and Sale of up to $160 Million of 2008 Refunding Lease Revenue Bonds to Refinance the Outstanding Auction Rate Securities of the San Mateo County Joint Powers Financing Authority’s 2003 Lease Revenue Bonds for the San Mateo County Youth Services Center

 

RECOMMENDATION

Adopt a Resolution:

    1. Approving the issuance and sale by the San Mateo County Joint Powers Financing Authority of Not to Exceed $160 million aggregate principal amount of refunding lease revenue bonds (Youth Services Campus), 2008 Series A, for the refinancing of the outstanding auction rate securities of the Authority’s Lease Revenue Bonds (Youth Services Campus), 2003 Series A, 2003 Series B and 2003 Series C, or a conversion of such bonds;

    2. Approving the forms of and distribution of an official statement for such bonds;

    3. Authorizing the forms of and directing the execution and delivery of a supplemental indenture, remarketing agreements, a bond purchase contract and related financing documents; and

    4. Authorizing the taking of all necessary actions relating to the refinancing of the Series 2003 Bonds.

 

Vision Alignment

Commitment: Responsive, effective and collaborative government

Goal 20: Government decisions are based on careful consideration of future impact, rather than temporary relief or immediate gain.

 

This Board action contributes to this goal by removing the existing Youth Services Center bonds from the auction rate securities market and refinancing them to variable rate demand obligations, which keeps overall annual borrowing costs below 4% as budgeted.

 

Background

In November 2003, the County issued $155 million in lease revenue bonds to build the Youth Services Center (YSC). As a means to lowering borrowing costs, the County chose to structure the financing as “synthetic” fixed rate bonds. To accomplish this, the County issued variable rate bonds known as Auction Rate Securities (ARS) and entered into interest rate swap agreements with Citibank and Lehman/AIG. This effectively changed the variable interest rates on the bonds to a fixed rate approximating 3.33%. To date, this swap structure has produced $6.2 million in present value savings to the County when compared to the 4.78% fixed rate the County would have paid if traditional fixed rate bonds were issued back in 2003.

 

The ARS market began to show signs of weakening in late 2007 as the subprime mortgage crisis unfolded and a lack of confidence in the credit quality of bond insurers grew. Nearly 98% of the municipal ARS market is supported by bond insurance. These credit concerns soon sparked a “liquidity crisis” in the ARS market; investors began to fear that they would not be able to find new investors to purchase their ARS bonds in the weekly and monthly auctions, which are the vehicle for trading ARS bonds.

 

The YSC bonds were insured by Ambac, which was first placed on negative credit watch by Fitch Ratings in late December. At that time, the County began to look for alternatives to the ARS market for its YSC bonds. Subsequently, both S&P and Moody’s have downgraded Ambac to their current ratings of AA/Aa3. At the request of Ambac, Fitch has withdrawn their ratings. The County started putting together a plan with California Financial Services, Citigroup and Lehman to restructure the YSC bonds. In mid-February, the municipal market experienced a significant number of “failed” auctions, including the auctions for the County’s YSC bonds. A failed auction occurs when new investors cannot be found to replace investors who wish to sell bonds and triggers an indexed rate on the County’s bonds. As a result, the County is currently paying a combined swap and bond rate of more than 6%. If allowed to continue, the County would pay an additional $3 million per year in YSC debt service, which is currently budgeted at $9 million.

 

Discussion

It is recommended that the YSC bonds be refinanced to more stable variable rate demand obligations (VRDOs. This will remove the bonds from the failed ARS market but retain the synthetic fixed financing structure, which is projected to keep the County’s total annual borrowing costs below 4%. The County has secured a commitment from Assured Guaranty to insure the bonds. In addition, liquidity support in the form of a standby bond purchase agreement will be provided by a bank in the unanticipated event that the County is unable to make payments. Dexia Credit Local has provided a verbal commitment to provide the liquidity facility with terms favorable to the County. In April, the County pursued and was able to obtain the highest credit rating for a California county from Moody’s (Aa1) and one of the highest ratings from Standard and Poor’s (AA+). These ratings will help reduce borrowing costs. Given continued uncertainty in the financial markets, additional flexibility has been provided in the resolution, which authorizes a fixed rate financing to refund the ARS, if the VRDO financing cannot be completed.

 

The Joint Powers Financing Authority approved the refinancing parameters at its May 13 meeting. Updates were provided to the Finance and Operations Committee in March and June.

 

Fiscal Impact

Annual borrowing costs are projected to remain below 4%. Financing costs are estimated at $3.3 million for the bond insurance, rating agencies, financing team, and official statement printing. These costs will be included as part of the $160 million refunding package. Annual debt service of $8,871,500 has been included in the FY 2008-09 budget adopted by the Board in June. Debt service will be included in subsequent years based on adjusted debt service schedules. The Financing Team expects to sell the 2008 Refunding Bonds in late August or early September.

 

cc: 2008 Lease Revenue Bonds Financing Team (Attached Distribution List)

 

ATTACHMENT – Preliminary Official Statement 2008 Lease Revenue Bonds

San Mateo County

San Mateo County Joint Powers Financing Authority

2008 Lease Revenue Bonds

 

Distribution List

 

The County

County of San Mateo

County Manager’s Office

 

400 County Center – 1st Floor

 

Redwood City, CA 94063

 
   

Reyna Farrales

Phone: (650) 363-4130

Deputy County Manager

Fax: (650) 363-1916

 

e-mail: rfarrales@co.sanmateo.ca.us

   

Jim Saco

Phone: (650) 363-4439

Budget Director

Fax: (650) 556-1751

 

e-mail jsaco@co.sanmateo.ca.us

   

Lee Thompson

Phone: (650) 363-4697

Deputy County Counsel

Fax: (650) 363-4034

 

e-mail: lathompson@co.sanmateo.ca.us

   

Financial Advisor

 

California Financial Services

 

412 Humboldt St

 

Santa Rosa CA, 95404

 
   

R. Mark Epstein

Phone: (707) 544-7800

Managing Director

Fax: (707) 544-4082

 

e-mail: mepstein@calschools.com

   

Bond Counsel

 

Orrick, Herrington & Sutcliffe LLP

 

The Orrick Building

 

405 Howard Street

 

San Francisco, CA 94105

 
   

Mary A. Collins, Esq.

Phone: (415) 773-5998

Partner

Fax: (415) 773-4247

 

e-mail: marycollins@orrick.com

   

Amira Jackmon, Esq.

Phone: (415) 773-5936

Associate

Fax: (415) 773-5759

 

e-mail: ajackmon@orrick.com

   

Patricia E. Wyler

Phone: (415) 773-5912

Project Manager

Fax: (415) 773-5759

 

e-mail: pwyler@orrick.com

   

Underwriter - Senior Manager

 

Citi

 

One Sansome Street, 28th Floor

 

San Francisco, CA 94104

 
   

Michael Carlson

Phone: (415) 951-1616

Vice President

Fax: (415) 951-1748

 

e-mail: Michael.a.carlson@citi.com

   

Matt Bernstein

Phone: (415) 951-1612

Analyst

Fax: (415) 951-1748

 

e-mail: matthew.w.bernstein@citi.com

   

Citi

 

444 S. Flower Street, 27th Floor

 

Los Angeles, CA 90071

 
   

Douglas Auslander

Phone: (213) 486-8923

Managing Director

Fax: (213) 486-8918

 

e-mail: doug.auslander@citigroup.com

   

Conor Leddy

Phone: (213) 486-8934

Analyst

Fax: (213) 486-8917

 

e-mail conor.h.leddy@citi.com

   

Underwriter Co-Manager

 

Lehman Brothers

 

555 California Street, 30th Floor

 

San Francisco, CA 94104

 
   

Matthew Koch

Phone: (415) 274-5355

Vice President

Fax: (415) 274-5380

 

e-mail: mkoch@lehman.com

   

Maria Anguiano

Phone: (415) 274-5453

Associate

Fax: (646) 834-2913

 

e-mail: maria.anguiano@lehman.com

   

Lehman Brothers

 

745 7th Avenue 19th Floor

 

New York, NY 10019-6801

 
   

Ken Gambone

Phone: (212) 526-2093

Senior Vice President

e-mail: kgambone@lehman.com

   

Corey Long

Phone: (212) 526-6415

Senior Vice President

e-mail: clong@lehman.com

   
   
   
   
   
   
   

Underwriter’s Counsel

 

Sidley Austin Brown and Wood LLP

 

555 California Street, Suite 5000

 

San Francisco, CA 94104

 
   

Eric D. Tashman

Phone: (415) 772-1200

Partner

Fax: (415) 397-4621

 

e-mail: etashman@sidley.com

   

Danielle Lan

Phone: (415) 772-1298

Associate

Fax: (415) 772-7400

 

e-mail: DLan@sidley.com

   

Bond Insurer

 

Assured Guaranty Corp.

 

1325 Avenue of the Americas

 

New York, NY 10019

 
   

James Binette

Phone: (212) 408-6005

Director

Cell: (646) 469-8709

 

e-mail: Jbinette@assuredguaranty.com

   

Liquidity Provider

 

[Dexia – Pending Final Commitment]