8h. Memo
Issuance and Sale of Intermediate Lien Revenue and Refunding Bon
COMMISSION AGENDA MEMORANDUM Item No. 8h ACTION ITEM Date of Meeting April 26, 2022 DATE: March 25, 2022 TO: Stephen Metruck, Executive Director FROM: Elizabeth Morrison, Director, Corporate Finance Scott Bertram, Manager Corporate Financial Analysis SUBJECT: Resolution No. 3801 Issuance and Sale of Intermediate Lien Revenue and Refunding Bonds in the Aggregate Principal Amount of Not-to-Exceed $1,000,000,000. ACTION REQUESTED Request adoption of Resolution No. 3801: A Resolution of the Commission of the Port of Seattle authorizing the issuance and sale of Intermediate Lien revenue and refunding bonds in one or more series in the aggregate principal amount of not to exceed $1,000,000,000, for the purposes of financing capital improvements to aviation facilities and refunding certain outstanding revenue bonds of the Port; setting forth certain bond terms and covenants; and delegating authority to approve final terms and conditions and the sale of the bonds. EXECUTIVE SUMMARY Commission authorization is requested to issue Intermediate Lien revenue and refunding bonds (the "Bonds") in an amount estimated not to exceed $1,000,000,000 (including a reserve fund deposit, capitalized interest, and cost of issuance) to fund the costs of capital improvements at the Airport (Exhibit A) and to refund up to $309,945,000 of outstanding Intermediate Lien revenue bonds, Series 2012A & B (the "2012 Bonds") and $99,785,000 of outstanding Intermediate Lien revenue bonds, Series 2013 (the "2013 Bonds"), for debt service savings. JUSTIFICATION As part of the Port's debt management program, the Port monitors opportunities to reduce debt service. Current low interest rates and anticipation of rising interest rates provide a favorable refunding opportunity. The 2012 Bonds funded or refunded Airport capital improvements and are callable on August 1, 2022, and the current estimated present value savings of refunding the 2012 Bonds is approximately $25 million. The 2013 Bonds refunded prior bonds for Airport capital improvements and are not callable until 2023. If the Port refunds these 2013 Bonds now, the refunding would be done on a federally taxable basis because. Generally, the Port waits until bonds are currently callable in order to execute a refunding on a tax-exempt basis, but market conditions may make it advantageous to Template revised September 22, 2016. COMMISSION AGENDA Action Item No. 8h Page 2 of 5 Meeting Date: April 26, 2022 lock-in interest rates and savings this year. The estimated present value savings of refunding the 2013 Bonds on a taxable basis is approximately $4 million. Staff will continue to monitor the market and include the refunding of the 2013 Bonds if deemed advantageous. If the 2013 Bonds are not refunded with this transaction, they may be refunded in the future. In addition, the Bonds will include funding for an approximately $560 million in Airport project costs within the Airport capital improvement plan. As described in the 2022-2026 Draft Plan of Finance, cash, grants, passenger facility charges and existing and future bond proceeds will also provide funding. Some of the major projects to be funded, in part, with this bond issuance include Baggage Optimization, C1 Expansion, Concourse A Expansion and North Main Terminal Redevelopment along with various other Airport improvements; a list of projects currently identified for 2021 Bond funding is provided in Exhibit A. If project spending is delayed or if other funding sources are available, e.g., Infrastructure Investment and Jobs Act grants, Bond proceeds may be redirected to other projects within the limits established by the federal tax code; use of any bond proceeds is identified in project authorization requests and no bond proceeds can actually be spent on any projects without the appropriate project authorization. The total Bond amount will also include proceeds sufficient to pay cost of issuance, fund the required debt service reserve and pay a portion of the interest on the Bonds during construction (capitalized interest) as appropriate. DETAILS The Bonds are being issued pursuant to the Intermediate Lien Master Resolution No. 3540 and this Resolution No. 3801. The Bonds will be issued in multiple series based on the tax status of the projects to be funded or the 2012 Bonds or 2013 Bonds refunded. Three series are anticipated. One series will be issued as governmental bonds exempt from all federal income tax (non- AMT) and used to refund a portion of the 2012A bonds; it also may fund costs of projects eligible for governmental bond funding. A second series will be issued as private activity bonds exempt from regular income tax but subject to the Alternative Minimum Tax (AMT). This is the most common type of taxexempt bond that the Port issues because it allows the Port to lease facilities to airport and seaport tenants. This series will be used to refund the 2012B bonds and to provide funding for airport investments. The third series of bonds will be issued as taxable debt and Investors will be subject to federal income tax. This series will be used to refund a portion of the 2012A bonds and the 2013 Bonds, if refunded) [I thought it was the 2013 Bonds? see above] and to fund new investments that are not eligible for tax-exempt bond funding or would otherwise benefit from greater flexibility of not needing to comply with tax-exempt bond restrictions. Template revised September 22, 2016. COMMISSION AGENDA Action Item No. 8h Page 3 of 5 Meeting Date: April 26, 2022 The table below summarizes the refunding candidates. Resolution No. 3801 is similar in all material respects to other Intermediate Lien Series Resolutions and provides for a contribution to the common debt service reserve fund that provides security for all Intermediate Lien bonds. The Resolution delegates to the Port's Executive Director the authority to approve interest rates, maturity dates, redemption rights, interest payment dates, and principal maturities for the Bonds (these are generally set at the time of pricing and dictated by market conditions at that time). Commission parameters that limit the delegation are a maximum bond size, maximum interest rate and expiration date for the delegated authority. If the Bonds cannot be sold within these parameters, further Commission action would be required. The recommended delegation parameters are: Maximum size: $1,000,000,000 Maximum interest rate: 4.5% Expiration of Delegation of Authority: December 31, 2022 Upon adoption, Resolution No. 3801 will authorize the Designated Port Representative (the Executive Director or the Chief Financial Officer) to approve the Bond Purchase Contract, the official statement, escrow agreement, if any, pay the cost of issuance and take other action appropriate for the prompt execution and delivery of the Bonds. The Bonds will be sold through negotiated sale to Citigroup Global Markets, Inc.; Academy Securities, Inc. (1), Backstrom McCarley Berry & Co., LLC (2), BofA Merrill Lynch; Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC; Morgan Stanley and Co. LLC.. Piper Sandler & Co. is serving as Financial Advisor, K&L Gates LLP is serving as bond counsel and Pacifica Law Group is serving as disclosure counsel on the transaction. Template revised September 22, 2016. COMMISSION AGENDA Action Item No. 8h Page 4 of 5 Meeting Date: April 26, 2022 (1) Disabled veteran owned firm (2) Minority owned firm ATTACHMENTS TO THIS REQUEST (1) Draft Resolution No. 3801 (2) Presentation PREVIOUS COMMISSION ACTIONS OR BRIEFINGS October 26, 2021 The Commission was briefed on the Draft Plan of Finance April 12, 2022 Resolution No. 3801 Issuance and Sale of Intermediate Lien Revenue and Refunding Bonds was introduced to the Commission Template revised September 22, 2016. COMMISSION AGENDA Action Item No. 8h Page 5 of 5 Meeting Date: April 26, 2022 EXHIBIT A Checked Bag Optimization North Main Terminal Redevelopment Concourse C Building Floor Expansion Concourse A Expansion 2021-25 Airfield Pavement Upgrades Satellite Train System (STS) Control Main Terminal and Concourse Low Voltage Sys Upgrade Post IAF Airline Realignment Airfield Sanitary Sewer Improv Restroom Upgrades Concourses B, C, D Checkpoint 1 Relocation and equipment South188th Tunnel Lighting N. Terminals Utilities Upgrade Airfield Snow Equipment Snow Storage Improvements Terminal Security Enhancements North Employee Parking Lot Improvements Telecommunication Meet Me Room Arrivals Roadway widening Apartment Sound Insulation Parking Revenue Infrastructure Parking Garage Elevators Modernization Perimeter Intrusion Detect Sys Port Shared-Lounge Concourse A Template revised September 22, 2016.
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