Analyzing and Issuing Refunding Bonds 05/24/2016 | 3:35 – 4:50 | 1.5 CPE Ivan Samstein, Chief Financial Officer, Cook County, IL David Abel, Managing Director, William Blair Peter C. Orr, Senior Managing Partner, Public Alternative Advisors and President, Intuitive Analytics To Refund or Not to Refund? “Call Options” contained in most municipal bonds are valuable assets with intrinsic financial value This fact has often been overlooked in the market with negative consequences: “Synthetic” Bond issues using swaps, where the entire benefit versus a lower risk traditional structure was the foregone call option BAB transactions with a “make-whole” call where again the entire benefit of some transactions (particularly in late 2010) was in the foregone call option The market has undervalued Call Options consistently In fact much of the refunding advice we have been given over the years in the municipal market has proven to be misguided or wrong Questions for Issuers to Consider for Refunding Bonds Financial and Policy Objectives Should we pursue a refunding? Why are we pursuing the refunding if not for traditional interest cost savings? Financial Savings / Results How will I allocate the savings to future years? If not taking a level savings pattern how does this fit with a long-term plan? If not for interest savings, goals should be clearly understood and communicated along with how they correlate to a long-term forecast Option Sensitivity Why refund these bonds now versus later? Bond Structure and Escrow Efficiency How do my choices for optional redemption features affect future refundings? What is my optimal choice for my refunding escrow/reinvestment selection? Analyzing and Issuing Refunding Bonds May 24, 2016 David Abel William Blair Call Features in the Tax-Exempt vs. Taxable Markets Optional Redemption: The right – but not the obligation – to prepay all or part of a bond before it matures • Purpose of Issuance • • • Tax-Exempt: Corporate: Property, Income and Sales Tax; User fees and Charges; Proceeds of the next take-out financing; claim usually senior to equity Purpose of a call feature • • • Projects too large to fund from operating revenues (intergenerational equity) Strategic low-cost part of a balance sheet; typically shorter duration Source of Repayment • • • Tax-Exempt: Corporate: Tax-Exempt: Corporate: Longer amortization; restructure; re-defining security; revenue calls Shorter bullets; yield curve optimized at issuance, limited strategic value to the call Market treatment of a call feature • • Tax-Exempt: Corporate: Part of market culture from the beginning; interplay with market discount rule Costly if needed; difficult to hedge; ARRA Programs encountered resistance Refunding Basics & Terminology • Refunding Escrow • • • • • • • Trust account to hold investments to pay old bonds until their call date (30 days to 10+ years) Funding is irrevocable; Cash flow sufficiency (verification report) traditionally required Advance Refunding: Proceeds outstanding longer than 90 days; investments yield restricted Current Refunding: Proceeds outstanding 90 days or less; investments can be non-restricted Crossover Refunding: Escrow pays interest (alternatively) on the Refunding Bonds until the call date Defeasance Thresholds • • “LegaI” … Obligation to the refunded bonds are discharged with use of permissible investments Usually direct obligations or directly guaranteed agencies (SLGs; Treasuries; certain agencies) • • “Economic” … Refunded bonds remain a contingent obligation of the issuer Investments may be higher yielding, however could introduce performance or liquidity risk. Option Sensitivity • • • • Applicable mainly to advance refunding decisions How much additional savings value could yet accumulate if rates drop further Policy framework to apply a uniform test (drop rates by X basis points, improve savings by Y%) Need not be the same metrics everywhere on the yield curve (short bonds exception) Advance Refunding economics changed dramatically over last 30 years 1980 – 2000 … Rates high enough that advance refundings were escrow-efficient 2001 – 2005 … Accommodative Monetary policy following 9-11 2006 – 2007 … Return to pre-2000 yield relationships 2008 – 2016 … Aggressive monetary policy following 2008 financial crisis Negative Arbitrage Cost-perfect Refunding Escrows Refunding Policies • Savings criteria • • • • • • Callable Refunding Bonds • • • • Short calls (5 year); normal calls (10-year); non-call Premium Callable; Trade-off between future call value versus PV Savings now 4% coupon versus 5% coupon bonds, conserving future optionality Accepting new risks to create refunding savings • • • Early 1990’s the practice was to advance refund the entire original bond series Refunding Efficiency - Net PV (after escrow loss) divided by GROSS PV (perfect escrow) Option Sensitivity – By maturity/whole series, do savings increase by more than Y% on X bps drop Policy for realizing actual debt service savings (early, middle, late) Breakeven Test – Market Runoff Test (basis points the market can rise before a current call) Use of non-defeasance eligible investments to increase escrow yields (and therefore savings) Interest rate resets that did not similarly exist in the bonds being refunded Preserving future financial flexibility • • Tax-exempt refundable and extendable principal has value Can it make sense to leave bonds (with savings) un-refunded in anticipation of a future restructure? Example Refunding Efficiency and Break-Even Measures Refundable Series; Callable in 2019 Maturity Amount 12/01/17 12/01/18 12/01/19 12/01/20 12/01/21 12/01/22 12/01/23 12/01/24 12/01/25 12/01/26 12/01/27 12/01/28 12/01/29 12/01/30 12/01/31 12/01/32 12/01/33 12/01/34 12/01/35 1,740,000 1,800,000 1,860,000 1,930,000 2,030,000 2,130,000 2,240,000 2,350,000 2,470,000 2,590,000 2,720,000 2,820,000 2,930,000 3,050,000 3,200,000 3,360,000 3,510,000 3,670,000 3,840,000 50,240,000 Refunding Date Future Call Date: All Callable 5% Cpn Only Coupon 3.500 3.500 4.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000 3.750 3.750 4.000 5.000 5.000 4.625 4.500 4.500 4.500 Estimated Gross PV% [A] Escrow Loss (Neg. Arb) [B] Estimated Net PV % [C] = [A]-[B] Per Maturity Efficiency [C] / [A] Market Run Away (Basis Points) 154 119 106 100 97 99 104 127 138 143 131 121 112 106 102 99 7.09 10.16 12.94 15.44 17.65 19.28 20.47 10.77 9.44 10.33 17.53 17.13 13.07 11.18 10.39 9.60 3.68 3.68 3.68 3.68 3.68 3.68 3.68 3.61 3.61 3.62 3.68 3.68 3.66 3.65 3.65 3.65 3.41 6.48 9.26 11.76 13.96 15.60 16.78 7.16 5.83 6.71 13.85 13.45 9.41 7.52 6.73 5.94 48% 64% 72% 76% 79% 81% 82% 66% 62% 65% 79% 79% 72% 67% 65% 62% 13.18 16.61 3.66 3.68 9.52 12.93 70% 77% 12/01/16 12/01/19 44,840,000 20,060,000 4,270,115 2,592,913 After shifting the yield curve forward 3 years, how much do rates rise and still be “decision indifferent” as to refunding now versus later. 5% Coupon Refunding Year Par $m 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 1.715 1.805 1.895 1.995 2.090 2.195 2.305 2.420 2.540 2.670 2.805 2.945 3.090 3.240 3.405 3.580 4% Coupon Refunding Coupon Yield Price Y-T-M "Kick" Year Par $m 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 1.060 1.160 1.280 1.390 1.500 1.610 1.720 1.830 1.970 2.120 2.250 2.320 2.370 2.420 2.470 2.520 2.570 2.630 2.690 103.908 107.569 110.914 113.998 116.799 119.314 121.544 123.491 124.877 125.829 124.503 123.795 123.293 122.793 122.296 121.801 121.308 120.720 120.136 1.060 1.160 1.280 1.390 1.500 1.610 1.720 1.830 1.970 2.120 2.445 2.669 2.844 2.994 3.126 3.242 3.346 3.445 3.535 0 0 0 0 0 0 0 0 0 0 20 35 47 57 66 72 78 82 85 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 0.075 0.080 0.080 2.015 2.100 2.180 2.270 2.360 2.455 2.550 2.655 2.760 2.875 2.990 3.110 3.230 3.355 3.495 3.635 Refunding Par 40,695,000 Bond Yield TIC to Maturity Escrow Yield 2.3022 2.8723 1.0474 Future Savings Present Value Average Annual Savings PV% of Refunded Par Refunding Efficiency 4,193,550 3,074,919 220,713 6.858% 64.086% 4's Vs. 5's Coupon Yield Price Y-T-M "Kick" Yield 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 1.060 1.160 1.280 1.390 1.500 1.610 1.720 1.830 1.970 2.120 2.300 2.420 2.520 2.670 2.770 2.870 2.970 3.080 3.190 102.916 105.598 107.980 110.120 111.999 113.617 114.976 116.080 116.667 116.860 115.109 113.959 113.010 111.605 110.679 109.762 108.854 107.866 106.888 1.060 1.160 1.280 1.390 1.500 1.610 1.720 1.830 1.970 2.120 2.426 2.635 2.799 2.980 3.104 3.214 3.314 3.411 3.500 0 0 0 0 0 0 0 0 0 0 13 22 28 31 33 34 34 33 31 Higher Lower 0.050 0.100 0.150 0.250 0.300 0.350 0.400 0.450 0.500 -0.019 -0.034 -0.045 -0.014 -0.022 -0.028 -0.032 -0.034 -0.035 Vs Arb Refunding Par 44,270,000 0.57 Bond Yield TIC to Maturity Escrow Yield 2.4899 2.8149 1.0474 (1.25) Future Savings Present Value Average Annual Savings PV% of Refunded Par Refunding Efficiency Vs Arb Y-T-M 3,575,000 0.33 (1.44) 4,374,850 3,368,138 230,255 7.511% 63.040% Option Sensitivity … Rates lower by 25 basis points (0.25%) 5% Coupons … 32.5% PV savings increase 4% Coupons … 29.8% PV savings increase 0.1877 (0.0574) 181,300 293,219 9,542 0.65% -1.0% Basic Tax Concepts • Basic Rules • • • • • • Calculating the Bond Yield • • • Rule of thumb: If the Market thinks the bond prices to call, the IRS does as well Arbitrage Yield is defined as the lowest possible interest cost (IE, premium callable bonds get called) Allowable escrow yield • • • One advance refunding allowed in the “allocated life” of any bond maturity issued Calculation of bond yield reflects the nature of premium callable bonds Weighted average maturity (WAM) Contributing accumulated debt service levy Bonds must be called on the first available call date Allowable yield for Premium Callable bonds; Inclusion of Bond Insurance Negative arbitrage; things the market did when rates were higher and flatter Refunding Amortization • • • • Foot-print test; savings taken early, middle or late in the life of the issue Federal and State Law compliance safe-harbors Scoop-and-toss considerations Multipurpose rules Types of call features (Issuer’s option) • Par Calls • • • • • Make-whole Calls • • • • • Explicit Time and Price; continuous thereafter (American style) Premium Callable; attractive to investors; avoid market discount treatment What is “kick spread”, how does it affect refunding savings? History of the inverse numeric call (the low back-end coupon trick) Buying the bond back “at market” to remaining maturity, plus a premium Index eligibility for taxable issues Computing value “as if now a pre-refunded bond” to avoid advance refunding lockouts ARRA/BABs injured subsidy (54AA) adjustments Sidebar – Award metrics in competitive sales • • • Lowest True Interest Cost to Maturity Lower coupons lose less “Yield to maturity” or “kick spread” to the TIC award. Preponderance of 4% coupons are coming from competitive sales Analyzing and Issuing Refunding Bonds May 24, 2016 Peter Orr, CFA Public Alternative Advisors Most new fixed-rate bonds are callable • • 55% for 20-year level debt service 75% for 30-year level debt service $10M, 30 Year Level Debt Service New research looks at which refunding criteria maximize PV savings Yield Maturity Date Taxable Borrower Tax-Exempt Borrower SLGS Escrow AAA MMD / Pre-Re Call Date Time • • • • Create future market scenarios of all relevant markets (above) Calculate PV savings in each scenario If refunding criteria met, present value savings to today Sum results => Expected PV (EPV) Savings Various Refunding Criteria Comparison of EPV Savings 12% 10% Low Base 8% High 6% 4% 2% Orr, P., and de la Nuez, D. (2014). Analysis of Municipal Refunding Policies: A 50 Year Historical Approach. Social Science Research Network 0% We also searched for and found an optimal refunding criteria Orr, P., and de la Nuez, D. (2014). Towards a Better Policy: Analyzing Municipal Refundings with a Real-World Market Model. Social Science Research Network 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. Slight Discount Bonds Policy Total Perfect Timing 9.4% Alternative Policy 5.2% 5% Savings, 100% Escrow Efficiency 3.5% 6% Savings 3.5% 90% Refunding Efficiency 3.3% 25bps Savings, 20% NegArb/Savings 3.2% 25bps Savings, 50% NegArb/Savings 3.2% 25bps Savings, 75% NegArb/Savings 3.2% 25bps Savings, 90% NegArb/Savings 3.2% 3% Savings, 20% NegArb/Savings 3.2% 3% Savings, 50% NegArb/Savings 3.2% 3% Savings, 75% NegArb/Savings 3.2% 3% Savings, 90% NegArb/Savings 3.2% 5% Savings 3.2% 5% Savings, 50% Escrow Efficiency 3.2% 5% Savings, 60% Escrow Efficiency 3.2% 5% Savings, 70% Escrow Efficiency 3.2% 5% Savings, 80% Escrow Efficiency 3.2% 5% Savings, 90% Escrow Efficiency 3.2% 5% Savings, 95% Escrow Efficiency 3.2% 3% Savings, 50% Delta 3.0% 85% Refunding Efficiency 2.9% 25bps Savings, 50% Delta 2.9% 4% Savings 2.8% 25bps Savings, 20% Delta+ 2.8% 25bps Savings, 50% Delta+ 2.8% 3% Savings, 20% Delta+ 2.8% 3% Savings, 50% Delta+ 2.8% 3% Savings, 100% Escrow Efficiency 2.8% 95% Refunding Efficiency 2.4% NYS / MTA Table 2.4% 3% Savings, 95% Escrow Efficiency 2.3% 3% Savings 2.3% 3% Savings, 50% Escrow Efficiency 2.3% 3% Savings, 60% Escrow Efficiency 2.3% 3% Savings, 70% Escrow Efficiency 2.3% 3% Savings, 80% Escrow Efficiency 2.3% 3% Savings, 90% Escrow Efficiency 2.3% 100% Refunding Efficiency 1.8% 1/65-1/80 2.9% 1.0% 1.2% 1.2% 1.1% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.3% 1.1% 1.3% 1.2% 1.2% 1.2% 1.2% 1.2% 1.0% 0.9% 1.4% 1.0% 1.0% 1.0% 1.0% 1.0% 1.0% 1.0% 0.8% 1/80-12/08 12.4% 7.1% 4.6% 4.6% 4.3% 4.1% 4.1% 4.1% 4.1% 4.1% 4.1% 4.1% 4.1% 4.1% 4.1% 4.1% 4.1% 4.1% 4.1% 4.1% 3.8% 3.8% 3.6% 3.5% 3.5% 3.5% 3.5% 3.5% 3.5% 3.1% 2.8% 2.9% 2.9% 2.9% 2.9% 2.9% 2.9% 2.9% 2.2% 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. Premium Bonds Policy Total 1/65-1/80 1/80-12/08 Perfect Timing 15.5% 8.6% 19.1% Alternative Policy 7.3% 3.7% 9.3% 5% Savings, 100% Escrow Eff 5.6% 4.7% 6.1% 6% Savings 5.5% 4.7% 5.9% 90% Refunding Efficiency 5.5% 4.2% 6.2% 25bps Savings, 20% NegArb/Savings 5.3% 4.7% 5.6% 25bps Savings, 50% NegArb/Savings 5.3% 4.7% 5.6% 25bps Savings, 75% NegArb/Savings 5.3% 4.7% 5.6% 25bps Savings, 90% NegArb/Savings 5.3% 4.7% 5.6% 3% Savings, 20% NegArb/Savings 5.3% 4.7% 5.6% 3% Savings, 50% NegArb/Savings 5.3% 4.7% 5.6% 3% Savings, 75% NegArb/Savings 5.3% 4.7% 5.6% 3% Savings, 90% NegArb/Savings 5.3% 4.7% 5.6% 95% Refunding Efficiency 5.3% 3.7% 6.1% 85% Refunding Efficiency 5.2% 4.4% 5.6% 5% Savings, 95% Escrow Eff 5.2% 4.7% 5.4% 5% Savings 5.1% 4.7% 5.3% 5% Savings, 50% Escrow Eff 5.1% 4.7% 5.3% 5% Savings, 60% Escrow Eff 5.1% 4.7% 5.3% 5% Savings, 70% Escrow Eff 5.1% 4.7% 5.3% 5% Savings, 80% Escrow Eff 5.1% 4.7% 5.3% 5% Savings, 90% Escrow Eff 5.1% 4.7% 5.3% 3% Savings, 100% Escrow Eff 5.0% 4.7% 5.2% 4% Savings 4.8% 4.7% 4.8% 25bps Savings, 20% Delta+ 4.8% 4.7% 4.8% 25bps Savings, 50% Delta+ 4.8% 4.7% 4.8% 3% Savings, 20% Delta+ 4.8% 4.7% 4.8% 3% Savings, 50% Delta+ 4.8% 4.7% 4.8% 3% Savings, 50% Delta 4.7% 4.7% 4.7% 3% Savings, 95% Escrow Eff 4.5% 4.7% 4.5% NYS / MTA Table 4.5% 4.9% 4.4% 3% Savings, 90% Escrow Eff 4.5% 4.7% 4.4% 3% Savings 4.5% 4.7% 4.4% 3% Savings, 50% Escrow Eff 4.5% 4.7% 4.4% 3% Savings, 60% Escrow Eff 4.5% 4.7% 4.4% 3% Savings, 70% Escrow Eff 4.5% 4.7% 4.4% 3% Savings, 80% Escrow Eff 4.5% 4.7% 4.4% 25bps Savings, 50% Delta 4.4% 4.6% 4.3% 100% Refunding Efficiency 4.1% 3.1% 4.7% Copyright © 2014 Intuitive Analytics LLC. All Rights Reserved 140% 120% Performance of Alternative Relative to Various Policies Average over Data from 1/65 - 4/13 126% 124% Premium 119% Discount 100% 76% 80% 72% 64% 60% 64% 64% 57% 61% 62% 48% 56% 40% 20% 41% 43% Orr, P., and de la Nuez, D. (2014). Analysis of Municipal Refunding Policies: A 50 Year Historical Approach. Social Science Research Network 3% 3% Savings Savings, 95% Esc Eff NYS / MTA Table 42% 34% 34% 85% Ref 3% 5% 5% 90% Ref 6% Eff Savings, Savings Savings, Eff Savings 50% 95% Esc Delta Eff The Alternative refunding guideline has 2 provisions: 1. PV Savings Minimum of 0.25% 2. Delta criterion - Reduce yields by 25bps, PV savings increases by less than X% And the secret of the Universe is… 20% If the PV savings of a bond increases by more than 20% after yields drop by 25bps (across the curve), leave bond alone Real-World Example – 10 Bonds, 5% 16-25 Year Maturities Bond # Coupon 1 5.0% 2 5.0% 3 5.0% 4 5.0% 5 5.0% 6 5.0% 7 5.0% 8 5.0% 9 5.0% 10 5.0% Years to 1st Call 1 2 3 4 5 6 7 8 9 10 Maturity (Years) 16 17 18 19 20 21 22 23 24 25 New Yield 2.73% 2.76% 2.81% 2.83% 2.87% 2.90% 2.92% 2.96% 2.98% 3.02% Current PV Savings 24.9% 22.1% 19.3% 17.0% 15.0% 13.2% 11.7% 9.7% 8.0% 6.1% Delta / OCI 15.4% 18.4% 22.0% 26.1% 30.8% 36.3% 42.7% 52.9% 66.4% 89.5% Refunding Efficiency 93.9% 90.7% 85.9% 80.8% 75.5% 70.3% 64.7% 56.5% 48.3% 38.5% 4s vs 5s, where’s fair? 2044 Maturity, 4s vs 5s 1st and 2nd Gen Refunding Probabilities1 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 2015 2016 2018 2019 2020 2022 2023 2025 2026 2027 2029 2030 2032 2033 2035 2036 2037 2039 2040 2042 2043 Call Date 1Using 7% NPV savings as the decision threshold for future refundings 4% 1st generation 5% 1st generation 4% 2nd generation 5% 2nd generation With 1st gen refunding, the 5s Refunding Adjusted Yield (RAY) looks more expensive then the 4s • Roughly 1/3 of the bonds are eligible for advance refunding before the call date • With 1st generation refunding, RAY for the 4s is approximately 5bps lower than the 5s • However, the refunding bonds are callable after 10 years themselves • 5s will offer greater 2nd generation impact than 4s given the earlier refunding likelihood of 5s 1Indicates 1st generation refundings only After adding 2nd generation refunding, the 4s and 5s show to be comparably priced • As expected, the impact of 2nd generation refundings on the overall Refunding Adjusted Yield is greater for the 5s • RAY is approximately 1bp lower with the 5s than 4s • Other considerations (preference for early or later refundings) should be the driving ones Just a 20 year bond callable in 5 …or is it? Probability of Refunding 5% 20NC5 Bond, 5% PV Savings Threshold 100% 90% 80% 70% 60% 50% TE Adv Ref 40% No Adv Ref 30% Txbl Adv Ref 20% EOR 10% 0% 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Year Considerations for the Investment of Bond Proceeds May 24, 2016 Ivan Samstein Cook County, IL Reinvestment of Proceeds Affects Refundings For refundings the reinvestment of bond proceeds directly affects savings This has greatly limited the attractiveness of advance refundings in recent years Decisions regarding reinvestment choices have also become more complex: When no negative arbitrage than State and Local Government Series (“SLGS”) are optimal choice with reduced compliance burden amongst other benefits However, escrows have not been perfectly efficient for years SLGS window regularly closing as US Treasury flirts with debt limit Requires understanding of what choices you may have as you consider refunding Do not select any investment alternatives you do not fully understand all risks Understand changing regulatory climate in effect at time of a potential sale Reinvestment of Proceeds Affects Borrowing Cost This is true incidentally for refundings AND new money borrowing In new money borrowing this is less often considered, but just as true: What will interest on proceeds be during construction period versus bond interest paid? What is the total anticipated cost of negative arbitrage in the project fund during the construction period? What is the break-even interest rate that rates can rise if the we sold a smaller amount of bonds today, and subsequently sold additional issues in the future? What are other options for the staging of bond sales over the construction period that may also be considered? Examples of issuers incurring negative arbitrage losses from 2010 BAB issues with elongated spend down period that can approximate as high as 20% Reinvestment of Bond Proceeds Should Follow Traditional Investment Policy Risk inherent in investing bond proceeds or any public funds need to be understood Incorporate steps into investment strategies to minimize these risks Credit Risk (Safety)- permitted investments should limit Market Risk (Liquidity)- importance of cash flows estimates Opportunity Risk (Yield) – safety first, liquidity second, than yield Policies and Procedures are critical here as in other areas and should: Be correlated with Trust Indenture if applicable Information contained in Offering Document on Bond Sale Larger organizational investment policy All offices that may be involved in the process of reinvestment Analyzing and Issuing Refunding Bonds