Steps To Issuing A Municipal Bond An Interactive Module: December 2013
Steps To Issuing A Municipal Bond An Interactive Module: December 2013
Steps To Issuing A Municipal Bond An Interactive Module: December 2013
Municipal Bond An
Interactive Module
December 2013
1
Navigating through this Interactive Module
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The core content of the module covers the main outline of the presentation.
However, you can choose to access additional information that offers more
basic concept detail, expert insight (for the advanced audience), and
supplementary references.
Expert insight
References
Overview of the Module
Objective:
This interactive Module introduces the user to the process of issuing
municipal bonds in a city’s domestic capital market to finance urban
infrastructure. It is based on Developing Sustainable and Inclusive Urban
Infrastructure Services: A Guidebook for Project Implementers and
Policy Makers in India, 2011 by TCG International. LLC
Repays bondholders the face value plus interest over a specific time.
Access to more
about Municipal Bonds
Remember that the annual debt service can be no more than the
reliable fiscal surplus available.
Access to more
about Credit Ratings
The rating process can start with a ―shadow‖ credit rating to informally
preview the results before proceeding to a published rating that is
disclosed to potential investors.
Step 3: Project Development
Complete all necessary detailed engineering, costing, and
procurement planning for the project
Experience shows that local governments are more likely to have
success if they hire an experienced consulting engineering firm to help
them develop the technical side of the project.
Access to more
Projects that generate revenues can cover all about Project Viability
Access to more
About Financial Structuring
Access to more
about Local Approval
Since the debt incurred will have to be repaid over a long time period the
bond must be binding on all future local administrations.
Potential investors need to see a solid political commitment to repay
debt that has been contracted for broadly supported public infrastructure
projects.
Step 6: Preparation of the Prospectus
Prepare the prospectus explaining the amount, purpose and
structure of the bond issue.
Access to more
about Bond Prospectuses
The city’s financial advisor can organize a ―road show‖ to Access to more
about Marketing Bonds
present the purpose, structure, and potential rating of the
bonds to potential investors in the local capital market.
Access to more
about Credit Ratings
Step 8: Preparation of Documents
Prepare the Trust Indenture which is the legal contract
between the local government and the bondholders.
Access to more
about Bond Documents
A specialized legal team (bond counsel) works closely with the city’s
financial advisor to translate the financing structure into a set of legal
documents that are the formal basis for contracting the debt financing for
the infrastructure projects.
Step 9: Completion of the Transaction
Close the financing transaction
Access to more
about Closing the Transaction
Once the market for the bonds has been confirmed and the legal
documents have been prepared and approved, the bonds can be issued to
the investors in return for their payment
At the financial close, all of the legal documents are officially signed and
the city receives its funds
It is good practice for the proceeds of the bond issue to be deposited
directly into an escrow account that can only accessed to pay for
implementation of the projects funded by the bond issue
Transaction Costs
Access to more
about Transaction Costs
Recapping the Municipal Bond
Issuance Process
SNTA Financial SNTA Credit Rating
Mgt Assessment Support
Project Development
Financial Structuring Bond Issue
Credit Rating
SNTA Transaction
Support Services
Completion of the Transaction
SUB-NATIONAL TECHNICAL ASSISTANCE PROGRAM
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What is a Municipal Bond?
A municipal bond is a promissory note issued by a local government (or local
public infrastructure authority) to finance capital investments in infrastructure
made by the issuer.
The local government pledges to repay bondholders the face value of the
bond plus interest over a specific period of time.
A Municipal bond issue is broken down into multiple bonds disbursed among
different investors. For example, an LC 20 million bond issue might be offered
in 10,000 individual bonds, each with a face value of LC 2,000.
Municipal bonds are most often issued at a fixed interest rate, but variable rate
bonds are also possible.
Municipal bonds have a long repayment period that approximates the useful
life of the infrastructure being financed, with payments due quarterly,
semiannually or annually.
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Getting the city’s financial house in order
Before attempting to issue municipal bonds, a local government or local public
service enterprise must be in good financial condition so that it can repay its
debts. This means that there must be a reliable surplus of revenues over
expenditures that can be used to make the interest and principal payments to
bondholders on time and in full. Efforts may need to be made to increase
revenue collection from existing taxes, fees and user charges. It may also be
necessary to reduce unnecessary expenditures or institute cost saving
measures in areas where it is essential to continue expenditures.
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What is city financial viability?
A city should endeavor to become ―financially viable‖ before seeking long
term financing in the local debt market. A city that is financially viable is one
that has the financial means to support the social and economic development
goals of its citizens and to create a good quality of life for them on a
sustainable basis. The following are the features of a financially viable city:
3.The city has a system of internal and external controls that minimize
corruption and create a culture of transparency and accountability.
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Chapter 4: City Financial Viability in Developing Sustainable and Inclusive
Urban Infrastructure Services: A Guidebook for Project Implementers
and Policy Makers in India, 2011 by TCG International, LLC, Silver Spring,
MD, USA
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Estimating Borrowing Capacity
Before the City of Ahmedabad successfully issued the first municipal bond in
India without a guarantee from state or national government, the city’s
financial advisors carried out preliminary revenue and expenditure forecasts.
Various options were analyzed in terms of alternative revenue assumptions,
expenditure forecasts, and borrowing. Utilizing an iterative process and
estimated financial performance levels and borrowing terms, it was
determined that the city could afford an investment equivalent to
approximately US$150 million. Based on this analysis, the city reviewed
different project priorities and worked out a capital investment plan of US$
149 million (in Indian Rupees) for 1997 – 2001.
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Credit Ratings and Municipal Bonds
Credit ratings quantify the risk that a local government will be unable or
unwilling to repay its debt.
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Financially and Commercially Viable Projects
Financial viability means that the full cost of services will be paid over the
useful life of the infrastructure. The financial structure of the project should be
based on market demand and the willingness to pay for services. Tariffs need
to be revised over time to reflect total costs, including compliance with defined
environmental standards, service expansion and quality, ongoing operation
and management, and depreciation and replacement of assets. It may be
necessary to augment project revenues with other funding commitments from
general revenues, governmental grants, and transfers.
BACK
Chapter 5: Developing Commercially Viable Infrastructure Projects in
Developing Sustainable and Inclusive Urban Infrastructure Services: A
Guidebook for Project Implementers and Policy Makers in India, 2011 by
TCG International, LLC, Silver Spring, MD, USA
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Types of Municipal Bonds
General obligation bond (GO)
Pledges all sources of revenue, and sometimes all assets, to repayment.
Revenue bond
Pledges only project revenues, and sometimes project assets, to repayment.
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Authorizations and Approvals
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Authorizations and Approvals
Before proceeding to the capital market, a local government needs to have
authorization from the local, state/province (if applicable), and central
governments to contract debt, as well as approval from the capital market
regulatory authority and the securities exchange organization to issue
bonds in the capital market.
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Bond Prospectuses
When municipal bonds are offered to the public in the U.S., the issuer must
publish a prospectus (also known as an Official Statement) that
summarizes the main features of the bond and the financial condition of the
issuer.
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Bond Prospectuses
A prospectus is formal legal document that provides details about an
investment offering for sale in a capital market. Rules pertaining to the
information that must be disclosed and when it must be disclosed are set
by each country’s capital market regulatory authority. A prospectus
should contain the facts that an investor needs to make an informed
investment decision.
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Credit Ratings and Municipal Bonds
Credit ratings quantify the risk that a local government will be unable or
unwilling to repay its debt.
There are “institutional ratings” and specific “bond ratings”. The latter are
obtained immediately prior to issuing the bond.
National scale ratings rank risk in compared to national government bonds.
AAA Highest Safety – the rating for national government bonds
AA High Safety
A Adequate Safety
BBB Moderate Safety
BB Inadequate Safety
B High Risk
C Substantial Risk
D Default
The credit rating of a municipal bond determines the local government’s
cost of financing its projects.
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BACK
Credit Ratings and Municipal Bonds
Municipal credit ratings are an objective external assessment of the risk that a
local government will be unable or unwilling to repay its debt in full and on time.
The rating on a GO bond is often referred to as the “institutional rating” of the
local government’s creditworthiness. The rating on an SDO or revenue bond is
referred to as the “bond rating” and applies only to the specific bond issue.
Institutional ratings are the underlying basis for a bond rating, but careful
structuring of credit enhancements can improve the rating of a city’s bond so
that it is higher than the city’s institutional rating. For this reason, bond ratings
are obtained just before the bond in questions is issued on the domestic
capital market.
Municipal bond ratings rank repayment risk in comparison to the riskiness of
national government bonds. For local currency bonds, national government
bonds are considered risk free and are designated “AAA” on the national rating
scale, e.g. AAA(za).
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Preparation of Documents
The Trust Indenture is the legal contract between the city bond issuer
and the bondholder. In the event of any dispute between the city and
the bondholders, it is the trust indenture that is the reference
document for dispute resolution. It is a highly complex legal
document because it must specify all of the terms and conditions that
apply to the city as they repay the debt. It must faithfully incorporate
all of the structural features and credit enhancements presented in
the final bond prospectus. Because bond indentures are complex
contracts, city’s employ highly specialized legal consultants, known
as bond counsels, to prepare the documents.
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Preparation of Documents
The trust indenture of a municipal bond is the legal and binding contract
between the bond issuer city and the bondholders. The indenture
specifies all the important features of a bond, such as its interest rate and
maturity date, timing of interest payments, method of interest calculation,
and how structural credit enhancements will operate. The indenture also
contains all the terms and conditions applicable to the bond including
financial covenants and methods for determining if the issuer is remaining
within the covenants. Should a conflict arise between the issuer and the
bondholders, the indenture is the reference document used by the trustee
representing the bondholders and the city to resolve the conflict.
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Completion of the Transaction
The process of completing the financial closing and issuance of municipal
bonds in the U.S. typically includes the following steps.
1. City passes a resolution authorizing the issuance of the bonds.
2. City approves the Tax Exemption Certificate.
3. City approves the Continuing Disclosure Certificate.
4. Signing of bonds by the Mayor, City Clerk and Finance Director.
5. Signing of other closing certificates and documents: a) Delivery Certificate);
b) Transcript Certificate; c) City Clerk’s Certification to the County Auditor;
d) IRS Form 8038G Information Return; e) Comfort letter or guarantee
6. Financial Advisor compiles total costs of issuance to compare to benchmark
of 1.25% of the par value of the bonds issued.
7. City supplies closing wiring instructions to winning bidders.
8. City returns original, executed documents to bond counsel for distribution to
winning bidder.
9. City prepares wiring instructions for bond proceeds.
10. City confirms wire transfer of proceeds through the financial advisor.
11. City releases the bonds to the municipal bond clearinghouse.
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Transaction Costs
Transaction costs depend on local market conditions and in a mature
market they may range from 3% to 1.25% of the value of the bond issue.
The most typical costs of issuing a municipal bond include:
Financial advisor. The complexity and purpose of the financing may
matter more in determining the fee than the actual amount borrowed.
Bond counsel. Attorney fees may be based on time and charges or
negotiated in advance at a fixed amount.
Credit Ratings. Rating agencies typically vary their fee schedule by the
amount of the bond sale among other factors.
Guarantees or letters of credit (LOC). The cost of guarantees varies with
the kind of guarantee being made. Bank LOC are charged as a percentage
of the debt they secure.
Underwriter fees. Much of their compensation accrues on a per bond
basis and thus larger bond issues incur higher underwriter fees.
Other fixed costs. Other costs associated with a bond sale, but generally
expected to be invariant with respect to the amount of the sale include the
printing of bond sale documents, and registration fees.
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Capital Improvement Plans (CIP)
The value of a CIP is that it brings order and method to the planning
and financing a city’s required capital improvements. A CIP lists each
proposed capital project—the year and month when it will be started
and the amount expected to be expended on the project each year.
The costs of each project are aggregated for a programmatic summary
of all capital construction for each year. The total costs are compared
with funding available from all sources, including grants, current and
future revenues, and borrowings. In the end, a CIP represents a
realistic balancing of project requests and financial capabilities.
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Preparing a Capital Investment Plan
1. Identify Potential Projects. A CIP needs to be formulated from
projects requested by local decision makers responsible for overall
financing and project implementation. Planning should be based
within a multi-stakeholder committee.
2. Adopt Criteria to Rank Project Requests. Because the CIP serves
as a tool for project prioritization, it must provide a methodology for
ranking projects using a uniform set of criteria that all the agencies
involved can use. The ranking criteria should encourage phased
project implementation where appropriate.
3. Determine Capital Investment Needs. Working from the prioritized
list of projects, the implementing units involved should indicate the
amount and timing of required funding, and how the funds would be
used over 5 or more years.
BACK
Chapter 3: Development Planning for Infrastructure Services in Developing
Sustainable and Inclusive Urban Infrastructure Services: A Guidebook
for Project Implementers and Policy Makers in India, 2011 by TCG
International, LLC, Silver Spring, MD, USA
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