We provide comprehensive bond issuance services: assisting clients in all aspects of this process, from structuring debt for the lowest interest rate to soliciting bids to assisting with state and federal reporting requirements.
Ehlers also assumes a big picture financial view by monitoring refinancing opportunities and helping communities upgrade and maintain their credit rating.
Ehlers services include:
Debt Financing Options
Competitive, Negotiated and Private Placement Debt Issuance
As an independent public municipal advisor, our mission is to help you find the best financial solution at the lowest cost and the best financing terms. As a result, we are not tied to any single method of financing.
The Government Finance Officers Association’s (GFOA) “Best Practices” specifically state that issuers should have independent financial advisors, who are not underwriters or brokers working with you (http://www.gfoa.org/gfoa-issue-brief-sec-municipal-advisor-rule).
Ehlers consistently ranks in the top three national firms in the United States in the number of competitive bond sales advised (Bloomberg: (212) 318-2000). We help you structure bond issues to fit your needs, walk you through the rating agency process, produce the official statement, assist the bond attorney with the resolution for the sale, take competitive bids for the sale, and handle all of the closing details.
While we believe competitive sales are best for most bond sales, negotiated and private placements can benefit issuers in some situations. When an issue is negotiated, it is even more critical to have an independent financial advisor looking after your best interests.
Lease Purchase Financing
Ehlers has assisted many local governments with competitive process for selecting the best rate and terms for a lease purchase financing for equipment and facilities financings.
Federal & State Grants & Loans
We review the various loan and grant options within the context of your overall financial management plan to analyze the sources of revenue available to pay the debt services. Additionally we can solicit competitive proposals from local banks or a publicly sold bond issue to provide interim financing for the project until it is complete.
Debt Planning and Payment
Debt Studies / Debt Service Benchmarking
A proactive approach is the most effective debt management program. Ehlers’ debt management review finds opportunities and ensures compliance with the regulations and bond covenants that govern your issues. Key factors in the review include:
- Review debt service fund balances for arbitrage compliance.
- Identify upcoming refunding opportunities.
- Analyze tax levy and other revenue source adjustments for future years.
- Evaluate fiscal implications of the current capital improvements program.
Paying Agent Services
Because bank mergers of the past decade resulted in the disruption of previously reliable paying agent services, Ehlers created a subsidiary corporation called Bond Trust Services Corporation (BTSC). BTSC is fully integrated with the Depository Trust & Clearing Corporation (DTCC) and serves as paying agent for the majority of our debt issues. BTSC also assists our clients with submitting rebate payment requests for Build America Bonds to assure their rebates are received in a timely manner.
Rating Review Process Facilitation
Credit ratings were important before September 2008, but post-credit crunch they are even more important. One of Ehlers’ distinguishing strengths is its relationship with the rating agencies; relationships built on trust and credibility.
Ehlers maintains a very active and strong working relationship with both Moody’s Investors Service and Standard and Poor’s. We regularly invite them to make visits to clients, we discuss pending legislation, and we are on the phone with them on weekly and sometimes daily basis for rating calls. This relationship is built on trust and credibility.
We have an intimate working knowledge of the rating criteria used by these organizations, and we work very hard to provide our clients and the rating agencies with our best assessment of how these are applied to each client and bond issue for which ratings may be sought. This approach results in a clear understanding of the client’s financial position and “no surprises” to either client or rating analysts.
Post Issuance Compliance
Ehlers Continuing Disclosure Services
The Securities and Exchange Commission (“SEC”) is placing an emphasis on whether issuers are meeting their continuing disclosure obligations and disclosure in general. Ehlers has a dedicated disclosure services team that is responsible for ensuring Issuers are compliant with SEC regulations. Issuers of municipal securities are required to comply with all continuing disclosure obligations enumerated in the Continuing Disclosure Agreement/Certificate/Undertaking (CDU) associated with each issue of securities subject to SEC Rule 15c2-12. Many Issuers have CDU’s that vary significantly from one CDU to another. Disclosure compliance is a high-risk regulatory requirement that requires specialized expertise and knowledge of the changing regulations. With a proprietary software system, and nearly 20 years of experience, our continuing disclosure services team at Ehlers has been helping Issuers comply with all CDU obligations.
Disclosure Compliance Reviews
- Using multiple information repositories, Ehlers will conduct a comprehensive disclosure compliance review to determine if past disclosure is compliant to the 15c(2) -12 event requirements and CDU obligation requirements.
- Provide Issuer with a verification report detailing any specific deficiencies, and a recommendation on how to remediate identified disclosure gaps.
- Propose specific language to be included in upcoming Offering documents that satisfy the issuers’ disclosure obligations.
- Coordinate findings and finalize Offering language with municipal advisor, bond counsel or disclosure counsel and the issuer’s administrative staff.
- Prepare any required event notice filings to correct discrepancies found as part of continuing disclosure compliance verification.
- As required, coordinate the preparation of any catch-up filing.
- Prior to and on day of Offering sale, respond to inquiries from interested purchasers (banks or underwriters) regarding the status of continuing disclosure, the accuracy of statements made within the offering documents or the verification process utilized to review the past disclosure obligation.
- As requested by Issuer, provide recommendations to Issuer relating to future continuing disclosure related matters.
Dissemination Agent Services
Annual Filings, or More Frequently, if Required
- Review and catalog all Continuing Disclosure Agreement/Certificate/Undertaking (CDU)’s of Issuer relative to current and future issues of securities subject to the Rule.
- Create a timetable for the anticipated schedule of events relating to the preparation of Issuer’s annual (or more frequently, if required) continuing disclosure report.
- Collect information from third parties and Issuer, as applicable, to the extent necessary to prepare the annual (or more frequently, if required) continuing disclosure report.
- Prepare the annual (or more frequently, if required) continuing disclosure report in a standardized format acceptable for submission to the EMMA system, or any future industry standard.
- Submit annual (or more frequently, if required) continuing disclosure report and any Event Notices to the designated recipient based on the applicable CDU’s of Issuer and all laws, rules and regulations relative thereto.
- Deliver a copy of any report or notice submitted in accordance with (e. above) to Issuer for its records, as well as confirmations of receipt of filing(s).
- Respond to Underwriter/Investor inquiries and requests.
- Provide recommendations to Issuer relating to future continuing disclosure related matters.
- Inform Issuer of the types of events that may require the filing of an “Event Notice” and the required reporting period for such notices.
- Constantly monitor and then notify Issuer of any information Ehlers discovers that may require the filing of an Event Notice, and preparation and filing of the required Event Notice.
- Upon notification by Issuer of any circumstances that may require the filing of an Event Notice, Ehlers will prepare, file and provide confirmation of filing the required Event Notice.
Arbitrage Monitoring Services
With the IRS beginning to survey and audit local government issuers, arbitrage monitoring and rebate reporting require experienced attention as well as the development of a post-issuance compliance policy. Ehlers provides full arbitrage services including arbitrage calculations, arbitrage compliance review and working up front with clients when structuring an issue to seek to minimize or eliminate rebates.
When rebate is unavoidable, special expertise in this area is essential. Arbitrage rebate is more than completing reporting forms. Successful programs provide the needed reporting information and seek ways to minimize rebates.