HomeMy WebLinkAboutExhibit Pinnacle Proposal9 Pinnace Public Finance
A BankUnited Company
October 26, 2015
VIA Electronic Mail
Mr. Sergio Masvidal
Public Financial Management, Inc.
Mr. Pedro Varona
Public Financial Management, Inc.
RE: Request for Bank Bond Proposals — City of Miami, Florida, General Obligation Bonds
Dear Mr. Masvidal. and Mr. Varona,
Pinnacle Public finance, Inc., a BankUnited Company; is pleased to respond to the request for financing
distributed by Public Financial Management, Inc. on behalf of the City of Miami, Florida.
Corporate Overview: In October 2010, BankUnited acquired the municipal finance business from
Koch financial Corporation and now operates it under the name Pinnacle Public Finance, Inc. Pinnacle
is headquartered in Scottsdale, Arizona and is a market leader in providing tax-exempt financing directly
to its state and local government clients and through its vendor programs and alliances. With more than
$6 billion in financing and transactional experience in every state in the U.S., our team has the knowledge
and the resources to fund complex programs that require innovative and flexible financing solutions.
Since beginning operations as Pinnacle, we have funded over 1,070 municipal transactions totaling more
than $1.5 billion. While at Koch, our group managed a portfolio in excess of $1 billion and 2,600
municipal leases.
Given that BankUnited is based in Florida, Pinnacle is strongly committed to meeting the needs of our
Florida clients. Members of our team have successfully funded more than 30 transactions totaling over
$31.0 million in Florida.
Our proposed terms and conditions are as follows:
Borrower: City of Miami, Florida ("City")
Lender: Pinnacle Public Finance, Inc. ("Pinnacle")
Financial
Advisor: Public Financial :Management ("Financial Advisor")
Bond Counsel: TBD
Lender's
Counsel: Chapman and Cutler LLP ("Lender's Counsel")
Issue Type Municipal loan structured as a privately placed bond. The registered owner will
be Pinnacle Public Finance, Inc. and Pinnacle requests physical delivery of the
Bond, printed on safety paper, with no CUS:IP and no reference to DTC or book -
entry only system.
Pinnacle Public Finance, Inc.
City of Miami —Request for Bank Bond Proposals, General Obligation Bonds
October 26, 2015
Page 2 of 5
Amount: Not to exceed $70,000,000
Purpose: Proceeds of the loan will be used to current refund all or a portion of the City's
outstanding Limited General Obligation Bonds, Series 2002 and Series 2007B
and pay costs of issuance,
Security; The loan will be a special obligation of the City paid solely from and secured by
the Pledged Revenues. The Pledged Revenues consist of a Limited Ad Valorem
Tax and to the extent necessary a City covenant to budget and appropriate its
non -ad valorem revenue as described in the request.
Term:
Interest Rate:.
Interest Rate
Expiration:
Projected
Funding Date:
Payment
Frequency:
Debt Service
Requirements:
The loan will have a final maturity of January 1, 2028,
2,64%
The above rate is valid through December t, 2015;.
It is assumed the loan will fund on or about December 1, 2015.
Principal payments will be made annually on January 1, commencing January 1,
2017. There will be no principal payment on January 1., 2022.
Interest will be paid semi-annually each January I and July 1, commencing July
1,2016.
Please see the attached Preliminary Debt Service Schedule,
Prepayment Terms: Prior to January 1, 2023, the loan. is not subject to prepayment. Beginning
January 1., 2023, the obligation is subject to prepayment in whole, but not in part,
at any time at a price equal to par plus accrued interest. Subject to negotiation,
Documentation: Pinnacle assumes all -financing documentation will be prepared by Bond Counsel
in form and content acceptable to Pinnacle and Lender's Counsel. Further, it is
assumed Bond Counsel will provide, at no cost to Pinnacle, a validity and tax
opinion.
This proposal is subject to review and acceptance of all documents by Pinnacle
and Lender's Counsel.
Pinnacle Public Finance, Inc.
City of Miami —Request for Bank Bond Proposals, General Obligation Bonds
October 25, 2015
Page 3 of 5
Requested
Provisions: Pinnacle will require a gross up provision in the event the loan becomes taxable
due to any actions or omissions of the District. If the loan becomes taxable the
taxable rate of interest will be 4.06%o and will be effective as of the date the tax
status is .ruled to have changed.
Pinnacle assumes the City has no outstanding debt with a lien, on the Pledged
Revenues that is superior to this loan. Further, it is assumed the City will not
have the ability to issue debt with a senior lien on the Pledged Revenues in the
future.
Pinnacle requires the loan documents make no reference to any Uniform
Commercial Code Section relating to Investment Securities (Le, UCC Article 8).
Pinnacle will agree to Assignment provisions described below.
Reporting: Pinnacle will request the City agree to provide its CAFR within 210 days of the
close of each fiscal year. Additionally, Pinnacle will request that the City agree to
provide such other financial information as Pinnacle may reasonably request,
including but not limited to, its annual budget for any prior or current fiscal year
or subsequent fiscal years. Subject to negotiation
Assignment: It is our present intention to hold the loan to maturity; however, Pinnacle will
require that it reserves the right to assign, transfer or convey the loan (or any
interest therein or portion thereof) only to any of its affiliates or to banks,
insurance companies or similar financial institutions or their affiliates, including
participation arrangements with such entities.
Fees/Closing Costs, Pinnacle proposes the inclusion of up to $10,000 for Purchaser's Counsel in the
costs of issuance (Subject to negotiation). Tile District will be responsible for any
fees or expenses with respect to its (i) issuing costs, (ii) legal counsel (iii) Bond
Counsel and (iv) title/registration :fees, if any.
Credit Approval: This proposal is subject to final credit approval by Pinnacle's parent,
BankUnited.
Pre -Close
Requirements: Pinnacle will require a complete executed copy of all transaction documents by
noon the day prior to funding (a scanned copy is acceptable). Ultimately,
Pinnacle will require a complete set of documentation with original signatures.
1RMA
Representation: Pinnacle requests the City provide a letter confirming the City's Financial
Advisor is acting as Independent Registered Municipal Advisor under the SEC
Municipal Advisor Rule. A copy of the requested letter is attached to this
proposal as Exhibit A.
Pinnacle Public Finance, .Inc.
City of Miami Request for Bank Bond Proposals, General Obligation Bonds
October 26, 2015
Page 4 of 5
Pinnacle's Role
As Lessor: The transaction described in this document is an aria's length, commercial
transaction between the City and Pinnacle in which: (a) Pinnacle is acting solely
as a principal (i.e., as lender) and for its own interest; (b) Pinnacle is not acting as
a municipal advisor or financial advisor to the City; (c) Pinnacle has no fiduciary
duty pursuant to Section 15B of the Securities Exchange Act of 1.934 to the City
with respect to this transaction and the discussions, undertakings and procedures
leading thereto (irrespective of whether Pinnacle has provided other services or is
currently providing other services to the City on other matters); (d) the only
obligations Pinnacle has to the City with respect to this transaction are set forth in
the definitive transaction agreements between Pinnacle and the City; and (e)
Pinnacle is not recommending that the City take an action with respect to the
transaction described in this document, and before taking any action with respect
to this transaction, the City should discuss the information contained herein with
its own legal, accounting, tax, financial and other advisors, as it deems
appropriate
This proposal is subject to final credit approval and final documentation. Please feel free to call me at
480-419-3634 with any questions or further clarification.
Thank you for the opportunity to present this proposal,
Siricerl
Blair Swain
Vice President, Direct Markets
Pinnacle Public Finance, Inc.
City of Miami --Request for Bank Bond Proposals, General Obligation Bonds
October 26, 2015
Page 5 of 5
Preliminary Amortization Schedule
Totals:
$77,294,318.00
$14,464,318.00
$62,830,000,00
..............
Rate, 2.64010%
$77;294.418,00
Payment
Payment
Purchase
. .......... . ..
Outstanding
Annual
PmtInterest
Date
a.n2l
Principal
Price
Balance
Total
.............
12/1/2015
$62,830,000.00
1
7/1/2016
$967,582,00
$967,582,00
$0.00
Noll -Callable
$62,830,000.00
2
1/1/2017
$2,709,356.00
$829,356,00
$1,880,000.00
Non -Callable
$60,950,000.00
$3,676,938,00
3
7/1/2017
$804,540.00
$804,540,00
$0,00
Non -Callable
$60,950,000,00
4
1/1./2018
$3,429,540,00
$804,540,00
$2,625,000,00
Non -Callable
$58,325,000.00
$4,234,080,00
5
7/1/2018
$769,890.00
$769,890.00
$0,00
Non -Callable
$58,325,000,:00
6
1/1/2019
$2,099,890.00
$769,890.00
$1,330,000.00
Non -Callable
$56,995,000,00
$2,869,780,00
7
7/1/2019
$752,334.00
$752,334,00
$0,00
Non -Callable
$56,995,000,00
8
1/1/2020
$2,437,334.00
$752,334.00
$1,685,000.00
Non -Callable
$55,310,000,00
$3,189,668,00
9
7/1/2020
$730,092,00
$730,092.00
$0.00
Non -Callable
$55,310,000.00
10
1/1/2021
$1,950,092,00
$730,092,00
$1,220,000.00
Non -Callable
$54,090,000.00
$2,680,184,00
1..1.
7/1./2021
$713,988.00
$713,988,00
$0.00
Non -Callable
$54,090,000.00
12
1/l/2022
$713,988,00
$713,988.00
$0,00
Non -Callable
$54,090,000.00
$1,427,976.00
J.3
7/1/2022
$713,988.00
$713,988.00
$0.00
Non -Callable
$54,090,000.00
14
1/1/2023
$9,048,988.00
$713,988.00
$8,335,000,00
$45,755,000,00
$45,755,000,00
$9,762,976,00
15
7/l./2023
$603,966.00
$603,966.00
$0.00
$45,755,000.00
$45,755,000.00
16
I/l/2024
$9,203,966.00
$603,966,00
$8,600,000,00
$37,155,000,00
$37,155,000.00
$9,807,932.00
17
7/l/2024
$490,446,00
$490,446,00
$0.00
$37,155,000.00
$37,155,000.00
18
I/l/2025
$9,355,446,00
$490,446,00
$8,865,000.00
$28,290,000.00
$28,290,000.00
$9,845,89100
19
7/1/2025
$373,428.00
$373,428.00
$0.00
$28,290,000.00
$28,290,000.00
20
1/1/2026
$9,518,428.00
$373,428,00
$9,145,000.00
$19,145,000,00
$19,145,000,00
$9,891,856M
21
7/1/2026
$2..52,714.00
$252,714,00
$0.00
$19,145,000,00
$19,145,000,00
22
1/1/2027
$9,677,714.00
$252,714.00
$9,425,000.00
$9,720,000.00
$9,720,000,00
$9,930,428,00
23
7/1/2027
$128,304,00
$128,304,00
$0.00
$9,720,000.00
$9,720,000.00
24
1/1/2028
$9,848,304.00
$128,304.00
$9,720,000A
$0.00
$0,00
$9,976,608,00
EXHIBIT A
IRMA REPRusENTATION LETTER
[Date]
Pinnacle Public Finance, Inc.
8377 E. Hartford Drive, Suite 115
Scottsdale, Arizona 85255
Attention: Blair Swain
Re: Independent Registered Municipal Advisor Representation
Dear Mr. Swain:
We are writing to provide you with certain representations pursuant to Rule 1513al-1 (the
"Municipal Advisor Rule") of the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934, as amended (the "Act"), regarding our independent registered
municipal advisor.
Pursuant to paragraph (d)(3)(vi)(B) of the Municipal Advisor Rule, we hereby represent
to you that we are represented by, and will rely on the advice of, [name of advisor] (the
"Advisor") on all matters relating to [name of specific transaction].
We have been advised by the Advisor that: (i) it has registered as a municipal advisor
with the SEC and the Municipal Securities Rulemaking Board; and (ii) the following individuals,
each of whom has been employed by the Advisor for at least two years prior to the date of this
letter, are the Associated Individuals of the Advisor for its representation of us: [names of
Advisor officers and employee(s)].
Capitalized terms used and not defined in this letter have the meanings assigned to them
in the Act, the Municipal Advisor Rule and the related guidance of the SEC's Office of
Municipal Securities, You may rely on this representation letter until such time as you receive
notice from us,
Sincerely,.
[NAME OF MUNICIPAL ENTITY]
By
Its