HomeMy WebLinkAboutD-3 - Bond Ref 2007A 2007B 7-26-17Bond Refundings-2007A and 2007B TABS
July 26, 2017
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SCHEDULED ITEM
D-3
TO: MEMBERS OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY
TO THE CITY OF AZUSA REDEVELOPMENT AGENCY
FROM: TALIKA M. JOHNSON, DIRECTOR OF FINANCE
DATE: JULY 26, 2017
SUBJECT: RATIFICATION TO ISSUE 2017 TAX ALLOCATION REFUNDING BONDS
TO REFUND 2007A AND 2007B TAX ALLOCATION BONDS
SUMMARY:
On July 17, 2017, the Successor Agency adopted Resolution No. 2017-R11, approving the
issuance of refunding bonds to refund (repay) the outstanding 2007A and 2007B Tax Allocation
Bonds issued by the former Redevelopment Agency to achieve debt service savings.
RECOMMENDATION:
Staff recommends the Oversight Board take the following actions:
1)Adopt Resolution No. 2017-OB11 approving and directing the issuance of refunding
bonds, making certain determinations with respect to the refunding bonds and providing
other matters relating thereto.
BACKGROUND:
On June 19, 2017, the Successor Agency authorized Staff and the Agency’s Financial Advisor,
Urban Futures, Inc. (UFI) to commence preparation of documents necessary for the issuance of
the Agency’s (proposed) Tax Allocation Refunding Bonds, Series A (tax exempt) and Series B
(taxable) (the “2017 Bonds”).
The former Redevelopment Agency of the City of Azusa (the “Prior Agency”) issued Taxable
Tax Allocation Bonds in 2007 for the purpose of financing redevelopment activities. Total
issuances were $15,780,000 of 2007A Bonds and $4,790,000 of 2007B Bonds. The 2007A bonds
were partially refunded with the issuance of the 2015 A&B Subordinate Tax Allocation
Refunding Bonds. Currently, $3.945 million and $3.930 million of the 2007A and 2007B Bonds,
respectively, are outstanding. The (remaining) 2007A Bonds have interest rates ranging from
5.77% to 5.95% with a final maturity of August 1, 2022, and the 2007B Bonds have interest rates
ranging from 4.70% to 5.30% with a final maturity of August 1, 2036.
APPROVED
7/26/2017
Bond Refundings-2007A and 2007B TABS
July 26, 2017
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The Successor Agency to the former Redevelopment Agency of the City of Azusa (the
“Successor Agency”) has assumed responsibility for repayment of the 2007A and 2007B Bonds
from the Prior Agency. Per AB 1484, the Successor Agency may refund existing bonds, with
approval of the Oversight Board and the State Department of Finance, for the purpose of creating
debt service savings.
DISCUSSION:
Based on current market interest rates, the proposed 2017 Bonds would generate an estimated
total debt service savings of $1.29 million to $1.44 million net of all costs of issuance; equal to
average annual savings of $64,362 for the Public Offering option and $72,066 average annual
savings for the Private Placement option. The term of the 2017 Bonds will not exceed the
existing term of the 2007A and 2007B Bonds and the Agency’s financing team is recommending
a not-to-exceed interest rate of 4.75%.
Currently, a private placement produces the highest gross cash flow savings while also reflecting
a lower net present value savings when compared to the public offering structure. This is due
primarily to the flow of savings which significantly increase in 2034 through 2037 for the private
placement structure. Should the Agency prefer a level savings structure throughout the term of
the transaction, a public offering structure will meet this objective with a minor impact to overall
gross cash flow savings.
Listed below are the summary points of the analysis comparing a public bond offering to a
private placement.
Public Offering
• Rating fee, higher legal costs, bond insurance premium, surety policy premium
• True Interest Cost (“TIC”): 3.88%
• NPV Savings: 9.37%; $673,539
• Gross Cash Flow Savings $1,287,237
Private Placement
• No rating fee, lower legal costs, no bond insurance or surety policy costs
• True Interest Cost (“TIC”): 4.31%
• NPV Savings: 7.04%; $506,102
• Gross Cash Flow Savings $1,441,324
At the July 17, 2017 meeting, the Successor Agency adopted Resolution No. 2017-R11,
authorizing Staff to commence with the Private Placement refinancing option. The recommended
action requests ratification of the Successor Agency’s decision by adopting the attached
resolution.
Bond Refundings-2007A and 2007B TABS
July 26, 2017
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FISCAL IMPACT:
The proposed 2017 Bonds will generate an estimated total debt service savings of $1.29 million
to $1.44 million net of all costs of issuance. Based on RDA Dissolution Law, the debt service
savings will be shared with all affected taxing entities, including the City. The City’s General
Fund share of the total debt service savings would be approximately $308,000.
The source of repayment of the 2017 Bonds would be limited to tax revenues (in amounts
equivalent to the former tax increment revenues) and deposited by the County into the Successor
Agency’s Redevelopment Property Tax Trust Fund.
The 2017 Bonds will not be a debt of the City, but a special limited obligation of the Successor
Agency. Related costs of the Successor Agency will either be recovered through the 2017 Bond
Proceeds if issued, or if not, through the ROPs process.
Prepared by:
Talika M. Johnson
Director of Finance
Attachment:
1) Resolution No. 2017-OB11 Approving Issuance
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RESOLUTION NO. 2017-OB11
RESOLUTION OF THE OVERSIGHT BOARD FOR THE SUCCESSOR
AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA
APPROVING AND DIRECTING THE ISSUANCE OF REFUNDING BONDS,
MAKING CERTAIN DETERMINATIONS WITH RESPECT TO THE
REFUNDING BONDS AND PROVIDING OTHER MATTERS RELATING
THERETO
RECITALS:
A. The Redevelopment Agency of the City of Azusa (the “Former Agency”) was a public
body, corporate and politic, duly established and authorized to transact business and exercise powers
under and pursuant to the provisions of the Community Redevelopment Law of the State of California,
constituting Part 1 of Division 24 of the Health and Safety Code of the State (the “Redevelopment Law”);
B. By implementation of California Assembly Bill X1 26, which was codified in the Health
and Safety Code (unless otherwise noted, all Section references hereinafter being to such Code) beginning
with Section 34161 (as amended from time to time, the “Dissolution Act”) and amended provisions of the
California Redevelopment Law (Health and Safety Code Section 33000, et. seq.), and pursuant to Section
34172(a) of the Dissolution Act, the Former Agency has been dissolved and no longer exists, and
pursuant to Section 34173 of the Dissolution Act, the City of Azusa (the “City”) has declared itself to be
the successor entity to the Former Agency (the “Successor Agency”), in accordance with and pursuant to
the Dissolution Act, assumed the duties and obligations of the Former Agency as provided in the
Dissolution Act;
C. Pursuant to Section 34179 of the Dissolution Act, this Oversight Board has been
established for the Successor Agency;
D. The Oversight Board is informed by the Successor Agency that the Former Agency issued
the following outstanding series of bonds prior to its dissolution (collectively, the “Prior Bonds”):
(i) $15,780,000 Redevelopment Agency of the City of Azusa Amended and
Restated Merged Central Business District and West End Redevelopment Project Area Taxable
Tax Allocation Bonds (Subordinate Lien) 2007 Series A; and
(ii) $4,790,000 Redevelopment Agency of the City of Azusa Amended and Restated
Merged Central Business District and West End Redevelopment Project Area Tax Allocation
Bonds (Second Subordinate Lien) 2007 Series B.
E. Section 34177.5 of the Dissolution Act authorizes the Successor Agency to issue
refunding bonds pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of
Division 2 of Title 5 of the Government Code (the “Refunding Law”) for the purpose of achieving debt
service savings within the parameters set forth in Section 34177.5(a)(1) (the “Savings Parameters”);
F. The Successor Agency has notified the Oversight Board that it wishes to refund all of the
outstanding Prior Bonds; and
G. To determine compliance with the Savings Parameters for purposes of the issuance by the
Successor Agency of bonds to refinance the outstanding Prior Bonds, the Successor Agency has caused
its municipal advisor, Urban Futures, Inc. (the “Municipal Advisor”), to prepare an analysis of the
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potential savings that will accrue to the Successor Agency and to applicable taxing entities as a result of
the use of the proceeds of the refunding bonds to refund the outstanding Prior Bonds (the “Debt Service
Savings Analysis”);
H. The Successor Agency by its resolution adopted July 17, 2017 (the “Successor Agency
Resolution”) approved the issuance of the Successor Agency to the Redevelopment Agency of the City of
Azusa 2017 Tax Allocation Refunding Bonds, Series 2017A and Series 2017B (Taxable) (together, the
“Refunding Bonds”) pursuant to Section 34177.5(a)(1), Section 34177.5(f) and Section 34180;
I. In the Successor Agency Resolution, the Successor Agency approved the issuance of the
Refunding Bonds and authorized the execution and delivery of a Second Supplemental Indenture
tentatively dated as of September 1, 2017 (the “Second Supplement”), supplementing an Indenture of
Trust (the “Indenture”) dated as of October 1, 2014 and First Supplement thereto (collectively with the
Second Supplement, the “Indenture”), which will be entered into between the Successor Agency and
Wilmington Trust, N.A., as trustee;
J. In the Successor Agency Resolution, the Successor Agency also requested that this
Oversight Board approve and direct the issuance of the Refunding Bonds pursuant to the Successor
Agency Resolution and the Indenture and that this Oversight Board make certain determinations
described below on which the Successor Agency will rely in undertaking the refunding proceedings and
the issuance of the Refunding Bonds;
K. The Successor Agency has determined to sell the Refunding Bonds through a private
placement and, following approval by the Oversight Board of the issuance of the Refunding Bonds by the
Successor Agency and upon submission of the Oversight Board Resolution to the California Department
of Finance, the Successor Agency will cause to be prepared solicitations of an offer of purchase, which
will not require further approval of the Oversight Board;
L. This Oversight Board has completed its review of the refunding proceedings and the Debt
Service Savings Analysis and hereby approves the foregoing;
NOW THEREFORE, THE OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO
THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA HEREBY FINDS,
DETERMINES, RESOLVES AND ORDERS AS FOLLOWS:
Section 1. Recitals. The above recitals are true and correct and are a substantive part of this
Resolution.
Section 2. Ratification and Adoption of Successor Agency Resolution. Successor
Agency Resolution No. 2017-R11 is hereby ratified and adopted as set forth in the recitals above.
Section 3. Determination of Savings. This Oversight Board has determined that there are
significant potential savings available to the Successor Agency and to applicable taxing entities by the
issuance by the Successor Agency of the Refunding Bonds in compliance with the Savings Parameters to
redeem the outstanding Prior Bonds, all as evidenced by the Debt Service Savings Analysis on file with
the Secretary of the Oversight Board, which Debt Service Savings Analysis is hereby approved.
Section 4. Approval and Direction of Issuance of the Refunding Bonds. As authorized
by Section 34177.5(f) and Section 34180, this Oversight Board hereby approves and directs the issuance
by the Successor Agency of the Refunding Bonds pursuant to Section 34177.5(a)(1) and under other
applicable provisions of the Redevelopment Law, as amended and supplemented by the Dissolution Act,
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and the Refunding Law and as provided in the Successor Agency Resolution and the Indenture in an
aggregate principal amount sufficient to refund the Prior Bonds and not to exceed $7,500,000, and
provided that the Refunding Bonds are in compliance with Section 34177.5 of the Redevelopment Law at
the time of sale and delivery.
Section 5. Sale and Delivery of Refunding Bonds in Whole or in Part. The Oversight Board
is informed by the Successor Agency that it is the intent of the Successor Agency to sell and deliver the
Refunding Bonds to refund the outstanding Prior Bonds in whole, provided that there is compliance with
the Savings Parameters, and that, if such Savings Parameters cannot be met with respect to the
outstanding Prior Bonds in whole, then the Successor Agency intends to issue the Refunding Bonds to
refund the outstanding Prior Bonds in part to the extent that the refunding of the outstanding Prior Bonds
in part can satisfy the Savings Parameters. The Oversight Board hereby approves the issuance of the
Refunding Bonds to refund the outstanding Prior Bonds in part and, thereafter, the sale and delivery of
additional bonds to refund the unrefunded outstanding Prior Bonds pursuant to a supplemental indenture
without further prior approval of the Oversight Board provided that in each such instance the bonds so
sold and delivered in part are in compliance with the Savings Parameters.
Section 6. Determinations by the Oversight Board. As requested by the Successor
Agency, the Oversight Board makes the following determinations upon which the Successor Agency shall
rely in undertaking the refunding proceedings and the issuance of the Refunding Bonds:
(a) The Successor Agency is authorized, as provided in Section 34177.5(f), to
recover its costs related to the issuance of the Refunding Bonds from the proceeds of the
Refunding Bonds, including the cost of reimbursing the City for administrative staff time spent
with respect to the authorization, issuance, sale and delivery of the Refunding Bonds;
(b) The application of proceeds of the Refunding Bonds by the Successor Agency of
the refunding and defeasance of all or a portion of the outstanding Prior Bonds, as well as the
payment by the Successor Agency of costs of issuance of the Refunding Bonds and the premium
for any bond insurance policy or debt service reserve fund insurance policy, as provided in
Section 34177.5(a), shall be implemented by the Successor Agency promptly upon sale and
delivery of the Refunding Bonds, notwithstanding Section 34177.3 or any other provision of law
to the contrary, without the approval of the Oversight Board, the California Department of
Finance, the Kern County Auditor-Controller or any other person or entity other than the
Successor Agency; and
(c) The Successor Agency shall be entitled to receive its full Administrative Cost
Allowance under Section 34171(b) without any deductions with respect to continuing costs
related to the Refunding Bonds, such as trustee’s fees, auditing and fiscal consultant fees and
continuing disclosure and rating agency costs (collectively, “Continuing Costs of Issuance”), and
such Continuing Costs of Issuance shall be payable from property tax revenues pursuant to
Section 34183. In addition and as provided by Section 34177.5(f), if the Successor Agency is
unable to complete the issuance of the Refunding Bonds for any reason, the Successor Agency
shall, nevertheless, be entitled to recover its costs incurred with respect to the refunding
proceedings from such property tax revenues pursuant to Section 34183 without reduction in its
Administrative Cost Allowance.
Section 7. Effective Date. Pursuant to Health and Safety Code Section 34177(f) and
Section 34179(h), this Resolution shall be effective five (5) business days after proper notification hereof
is given to the Department of Finance unless the Department of Finance requests a review of the actions
taken in this Resolution, in which case this Resolution will be effective upon approval by the Department.
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Section 8. Transmittal. The Successor Agency is hereby directed to transmit this
Resolution to the Department of Finance.
Section 9. Certification by the Clerk. The Oversight Board’s Clerk shall certify to the
adoption of this Resolution.
Section 10. Further Authority and Direction. The Successor Agency’s officials and staff
are hereby authorized and directed to transmit this Resolution and take all other necessary and appropriate
actions as required by law in order to effectuate its purposes.
PASSED, APPROVED and ADOPTED this 26th day of July, 2017.
__________________________________
Robert Gonzales, Chairperson
Oversight Board
Successor Agency to the Former Redevelopment Agency
of the City of Azusa
ATTEST:
___________________________________
Jeffrey Lawrence Cornejo, Jr.
Secretary
Oversight Board
Successor Agency to the Former Redevelopment Agency
of the City of Azusa
I HEREBY CERTIFY that the foregoing Resolution No. 2017-OB10 was duly adopted by the
Board Members of the Oversight Board to the Successor Agency of the Former Redevelopment Agency
of the City of Azusa, at a regular meeting thereof held on the 26th day of July, 2017, by the following vote
of Board Members:
AYES: BOARD MEMBERS:
NOES: BOARD MEMBERS:
ABSENT: BOARD MEMBERS:
___________________________________
Jeffrey Lawrence Cornejo, Jr.
Secretary
Oversight Board
Successor Agency to the Former Redevelopment Agency
of the City of Azusa