Refunding-Opportunities-Sklaroff - CSMFO

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REFUNDING OPPORTUNITIES IN A RISING RATE ENVIRONMENT CALIFORNIA SOCIETY OF MUNICIPAL FINANCE OFFICERS 2016 Conference Anaheim, California Thursday, March 3, 2016 (4:00 – 5:30 p.m.)

Panelists  Nadia Sesay, Director of the Office of Public Finance City and County of San Francisco

 David Brodsly Financial Advisor KNN Public Finance

 Nikolai J. Sklaroff Public Finance Investment Banker Wells Fargo Securities

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2016

Refunding Opportunities in a Rising Rate Environment

 Introductions  Context: The Convergence of Rates  Current and Advance Refundings  Negative Arbitrage  When to Pull the Trigger  Competitive vs. Negotiated Refundings  Escrows and Investments  Assorted Topics  Audience Questions Refunding Opportunities Panel 2

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CONTEXT: THE CONVERGENCE OF RATES

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Rates are Near Lowest Levels in More than a Quarter Century  Tax exempt interest rates are again near 25 year lows, prompting interest in whether there are opportunities to refinance outstanding bonds.

%

25 Year History: 30-Year “AAA” MMD (%) 8.00

7.00 6.00 5.00 4.00 3.00

2.00 1.00 0.00 1991

30 Year "AAA" MMD (%) Current 2.68 Average 4.83 Maximum 7.00 Minimum 2.47

1996

2001

2006

2011

2016

Source: Thompson Financial/Securities Data; as of February 10, 2016.

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Convergence of Long-Term and Short-Term Interest Rates  Over the past year, long term borrowing ratings are trending lower…  But as a result of the December Federal Reserve Fed Funds Rate hike, short term taxable rates are higher  Although those too have backed off as a result of global economic concerns Yield Curve Movement %

%

Higher Short-Term Rates 1.80

3.50

1.60

3.00

1.40

2.50

1.20

2.00

1.00

1.50

0.80

0.40

December

0.50

0.20 0.00 Feb-15

Today (February 2016)

1.00

0.60

One Year Ago (February 2015)

0.00 Apr-15

Jun-15

2Y UST

Aug-15 3Y UST

Oct-15

Dec-15

1Y

Feb-16

5Y

10Y

15Y

20Y

25Y

30Y

4Y UST

Source: Thompson Financial/Securities Data; as of February 10, 2016.

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As a Result Refunding Activity Has Grown Dramatically  While refunding activity has long been an important component of bond issuance in our industry, refunding activity grew dramatically in 2015

($ Billions)

Annual Municipal Bond Volume* 450 400 350 300 250 200 150 100 50 0 2003

2004

2005

New Money

2006

2007

2008

2009

Refunding

2010

2011

2012

2013

2014

2015

Annual Average

Source: Bond Buyer: “A Decade of Municipal Bond Finance,” as of December 31, 2015. *Represents longterm issuance; excludes short-term notes and remarketings;

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CURRENT AND ADVANCE REFUNDINGS

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%

Typical Structure: 30-Year Bonds with 10-Year Call 3.00

10-year Call Date 2.50

2.00

1.50

1.00

0.50

2046

2045

2044

2043

2042

2041

2040

2039

2038

2037

2036

2035

2034

2033

2032

2031

2030

2029

2028

2027

2026

2025

2024

2023

2022

2021

2020

2019

2018

2017

0.00

Current "AAA" MMD Source: Thompson Financial/Securities Data; as of February 10, 2016.

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%

At Call Date, “Roll Down” for Corresponding Maturity 3.00

10-year Call Date 2.50

2.00

1.50

Assuming rates unchanged for 10 years

1.00

0.50

Current "AAA" MMD

2046

2045

2044

2043

2042

2041

2040

2039

2038

2037

2036

2035

2034

2033

2032

2031

2030

2029

2028

2027

2026

2025

2024

2023

2022

2021

2020

2019

2018

2017

0.00

Yield Curve at the Call Date

Source: Thompson Financial/Securities Data; as of February 10, 2016.

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%

With the “Roll Down” Comes Refunding Savings 3.00

10-year Call Date 2.50

2.00

1.50

Potential Debt Service Savings

1.00

0.50

Refunding Savings

Current "AAA" MMD

2046

2045

2044

2043

2042

2041

2040

2039

2038

2037

2036

2035

2034

2033

2032

2031

2030

2029

2028

2027

2026

2025

2024

2023

2022

2021

2020

2019

2018

2017

0.00

Yield Curve at the Call Date

Source: Thompson Financial/Securities Data; as of February 10, 2016.

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Advance Refunding versus Current Refunding: No Rate Movement  If rates do not change, savings are greater waiting until the call date: o Negative Arbitrage o More Roll Down Current Refunding at Call Date

3.00

%

3.00

10-year Call Date

10-year Call Date

2.50

2.50

2.00

2.00

1.50

1.50

1.00

1.00

NPV Savings 2.272%

0.50

NPV Savings 6.116%

0.50

0.00

Refunding Savings

Current "AAA" MMD

Yield Curve at the Call Date

Refunding Savings

Current "AAA" MMD

Yield Curve at the Call Date

Source: Thompson Financial/Securities Data; as of February 10, 2016.

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2016

2046

2045

2044

2043

2042

2041

2040

2039

2038

2037

2036

2035

2034

2033

2032

2031

2030

2029

2028

2027

2026

2025

2024

2023

2022

2020

2019

2018

2017

2046

2045

2044

2043

2042

2041

2040

2039

2038

2037

2036

2035

2034

2033

2032

2031

2030

2029

2028

2027

2026

2025

2024

2023

2022

2021

2020

2019

2018

2017

0.00

2021

%

Advance Refunding Two Years Prior to the Call Date

Advance Refunding versus Current Refunding: 100 bps Increase  Alas rates are dynamic and movements in rates can erode (or increase) savings Current Refunding at Call Date (Interest Rates Increase 100 bps) %

4.50

4.50

10-year Call Date

10-year Call Date

4.00

4.00

3.50

3.50

3.00

3.00

2.50

2.50

2.00

2.00

1.50

1.50

1.00

1.00

NPV Savings 2.272%

0.50

NPV Savings 1.354%

0.50

0.00

Refunding Savings

Current "AAA" MMD

Yield Curve at the Call Date

Refunding Savings

Current "AAA" MMD

Yield Curve at the Call Date

Source: Thompson Financial/Securities Data; as of February 10, 2016.

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2046

2045

2044

2043

2042

2041

2040

2039

2038

2037

2036

2035

2034

2033

2032

2031

2030

2029

2028

2027

2026

2025

2024

2023

2022

2021

2020

2019

2018

2017

2046

2045

2044

2043

2042

2041

2040

2039

2038

2037

2036

2035

2034

2033

2032

2031

2030

2029

2028

2027

2026

2025

2024

2023

2022

2021

2020

2019

2018

0.00

2017

%

Advance Refunding Two Years Prior to the Call Date

NEGATIVE ARBITRAGE

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Negative Arbitrage: A History  In advance refunding, the proceeds are escrowed until the bonds are called  Negative arbitrage: Cost of paying long term tax exempt rates until the call date but not being able to recover the rate in escrow earnings %

Borrowing Rates versus Investment Rates: 25 Years of History 10.00 8.00 6.00 4.00 2.00 0.00 -2.00 -4.00 -6.00 1991

1996

2001 Difference

2006 15yr "AAA" MMD

2011

2016

2yr UST

Source: Thompson Financial/Securities Data; as of February 10, 2016.

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Negative Arbitrage in the Context of Refundings  Many issuers look at refundings as the relationship between savings and negative arbitrage on a maturity by maturity basis  Refunding Efficiency: (Savings) / (Savings + Negative Arbitrage) SAMPLE ISSUER Maturity

Series

Coupon (%)

Refunded Par ($)

Call Date

NPV NPV Negative Savings ($) Savings (%) Arbitrage ($)

Refunding Efficiency

Series 2008 Refunding Savings by Maturity 5/1/2019

2008

4.000%

10,000,000

5/1/2018

54,841

0.548%

79,593

40.74%

5/1/2020

2008

5.000%

10,000,000

5/1/2018

471,579

4.716%

73,465

86.51%

5/1/2021

2008

5.000%

10,000,000

5/1/2018

746,240

7.462%

107,871

87.37%

5/1/2022

2008

5.000%

10,000,000

5/1/2018

973,452

9.735%

150,608

86.60%

5/1/2023

2008

5.000%

10,000,000

5/1/2018

1,144,057

11.441%

195,224

85.42%

5/1/2024

2008

5.000%

10,000,000

5/1/2018

1,291,400

12.914%

231,192

84.82%

5/1/2025

2008

5.000%

10,000,000

5/1/2018

1,416,766

14.168%

264,886

84.25%

5/1/2026

2008

5.000%

10,000,000

5/1/2018

1,523,370

15.234%

294,260

83.81%

5/1/2027

2008

5.000%

10,000,000

5/1/2018

1,437,909

14.379%

315,177

82.02%

5/1/2028

2008

5.000%

10,000,000

5/1/2018

1,373,186

13.732%

331,874

80.54%

5/1/2029

2008

5.000%

10,000,000

5/1/2018

1,298,658

12.987%

350,636

78.74%

5/1/2030

2008

5.000%

10,000,000

5/1/2018

1,239,275

12.393%

365,182

77.24%

5/1/2031

2008

5.000%

10,000,000

5/1/2018

1,164,412

11.644%

383,844

75.21%

5/1/2032

2008

5.000%

10,000,000

5/1/2018

1,106,226

11.062%

398,346

73.52%

5/1/2033

2008

5.000%

10,000,000

5/1/2018

1,065,858

10.659%

408,689

72.28%

5/1/2034

2008

5.000%

10,000,000

5/1/2018

1,024,727

10.247%

419,004

70.98%

5/1/2035

2008

5.000%

10,000,000

5/1/2018

983,196

9.832%

429,314

69.61%

5/1/2036

2008

5.000%

10,000,000

5/1/2018

940,616

9.406%

439,617

68.15%

5/1/2037

2008

5.000%

10,000,000

5/1/2018

898,229

8.982%

449,914

66.63%

5/1/2038

2008

5.000%

10,000,000

5/1/2018

835,381

8.354%

460,183

64.48%

Source: Thompson Financial/Securities Data; as of February 10, 2016.

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WHEN TO PULL THE TRIGGER

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Interest Rate Expectations – A Year Ago  Last summer, the market was awaiting the Fed to raise rates for the first time in many years, and was expected a long term trend of rising rates as reflecting the 50 economic forecasts tracked by Bloomberg.

Federal Funds Rate Projections

30yr UST Rate Projections

6.0%

6.0%

5.0%

5.0%

4.0%

4.0%

3.0%

3.0%

2.0%

2.0%

1.0%

1.0%

0.0%

0.0% 1Q 2015

2Q 2015

3Q 2015

4Q 2015

Median

1Q 2016

2Q 2016

1Q 2015

Wells Fargo

2Q 2015 Median

3Q 2015

4Q 2015

1Q 2016

2Q 2016

Wells Fargo

Source: Thompson Financial/Securities Data; as of February 9, 2015.

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Interest Rate Expectations – Today (“A Whole New World”)  While the Fed increase did result in rising short term taxable rates, global concerns about the world economy have dramatically transformed rate expectations  Now economists expect short term rates to rise more steeply, while long term rates rise more modestly Federal Funds Rate Projections

30yr UST Rate Projections

6.0%

6.0%

5.0%

5.0%

4.0%

4.0%

3.0%

3.0%

2.0%

2.0%

1.0%

1.0%

0.0%

0.0% 1Q2016

2Q2016

Median

3Q2016

4Q2016

High

1Q2017

Low

2Q2017

1Q2016

Wells Fargo

2Q2016

Median

3Q2016 High

4Q2016 Low

1Q2017

2Q2017

Wells Fargo

Source: Thompson Financial/Securities Data; as of February 10, 2016.

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Policy vs. Expectations: When to Pull the Trigger  Using San Francisco’s Debt Policies as an example. How to apply policy thresholds to dynamic markets? When to proceed with refunding?

Source: Debt Policy of the City and County of San Francisco, Controller’s Office of Public Finance, Last Update: June 2013

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COMPETITIVE VS. NEGOTIATED REFUNDING

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The Great Competitive vs. Negotiated Sale Debate

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California Trends: Competitive vs. Negotiated  Most California City and County bonds are sold on a negotiated basis, but the the percentage has typically been even higher for refunding bonds, with nearly 80-90% of such bonds sold negotiated in the last four years.  Why consider one or the other? New Money Financings

Refunding Financings

100%

100%

90%

90%

80%

80%

70%

70%

60%

60%

50%

50%

40%

40%

30%

30%

20%

20%

10%

10%

0%

0% 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Negotiated

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Competitive

Negotiated

Competitive

Source: Thompson Reuters; revenue bonds issued by California City and County entities; as of December 31, 2015.

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What’s New About This Debate?  2015 characterized by extreme volatility due to low supply, changing demand and interest rate expectations and global events – timing matters!

%

“AAA” MMD Volatility during 2015 3.50 3.25 3.00 2.75 2.50 2.25 2.00 1.75 1.50 Jan-15

Feb-15

Mar-15

Apr-15

May-15

Jun-15

10yr "AAA" MMD

Jul-15

Aug-15

20yr "AAA" MMD

Sep-15

Oct-15

Nov-15

Dec-15

Jan-16

30yr "AAA" MMD

Source: Bloomberg; as of December 31, 2016

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What’s New About This Debate?  Volatility, means risk to bidders.  Competitive underwriting fees sometimes higher than negotiated fees, as desks build in risk premium and numbers of bidders more limited Average Annual Gross Spread (1995 – Present)* $9.00

Competitive

$8.50

Negotiated

$8.00 $7.50 $7.00 $6.50 $6.00 $5.50 $5.00 $4.50 $4.00 $3.50

Source: Source: The Bond Buyer, "2015 in Statistics ,Midyear Review" & "2014 in Statistics, Annual Review“ *Represents underwriting spreads for competitive and negotiated municipal new issues issued from 1/1/1995 - 6/30/2015

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Negotiated vs. Competitive  Limited number of firms able to bid sizeable competitive sales o According to Thomson Reuter’s, 2/3 of competitive bonds were purchased by only six firms in the first half of this year

o Many larger bids only get 4 to 6 bidders  Competitive underwriting fees sometimes higher than negotiated fees, as desks build in risk premium and numbers of bidders more limited

o According to the Bond Buyer, Competitive Sale underwriting fees have been higher than negotiated fees in four of the past five years*

 While RFPs often focus on fees, they translate into a fraction of a basis point of cost for most long term sales – the key is rates… Source: The Bond Buyer, "2015 in Statistics ,Midyear Review" & "2014 in Statistics, Annual Review“; Rankins sourced to Thomson Reuters *Represents underwriting spreads for competitive and negotiated municipal new issues issued from 1/1/2011 - 6/30/2015 (YTD)

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Considerations  Greater flexibility in pricing date; ability to accelerate or delay as conditions warrant

 Greater ability to manage couponing/structure and explore optimal options with buyers

 Ability to pre-market bonds  Ability to target buyers – for example through Retail Order Periods, Priority of Orders, Designation Policies

 Ability to move orders to different maturities, re-size based on demand, manage premium

 Manage “Call Optionality” through managing coupons

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ESCROWS AND INVESTMENTS

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Escrows and Investments  State and Local Government Series (“SLGS”)  Open Market Securities (“OMS”)  Cash  Bidding

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ASSORTED REFUNDING TOPICS

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Debt Service Reserve Funds  The Disappearing Debt Service Reserve Fund o Rating Agency Transparency o Investor Appetite o The “Drag” of Negative Arbitrage

o Reserve fund “alternatives”  But if a DSRF is Needed… o Handling DSRF Sureties from “Fallen” Insurers o Using New Sureties vs. Cash Funding a Reserve

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Other Topics  Budgeting and Refunding Decisions  Debt Policies and Savings Thresholds  Build America Bonds / Taxable Bonds  Issues Unique To:

o General Obligation Bonds o Lease Revenue Bonds and COPS o Revenue Enterprise Bonds o Mello Roos and Assessment Bonds o Tax Allocation Bonds Refunding Opportunities Panel 31

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AUDIENCE QUESTIONS

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Continue the Dialogue…  Nadia Sesay, City and County of San Francisco (415) 554-5956 [email protected]

 David Brodsly, KNN Public Finance (510) 208-8205 [email protected]

 Nikolai J. Sklaroff, Wells Fargo Securities (415) 371-2648 [email protected]

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Disclosure This communication is for informational purposes only, is not an offer, solicitation, recommendation or commitment for any transaction or to buy or sell any security or other financial product; and is not intended as investment. The information contained herein is (i) derived from sources that Wells Fargo Securities ("WFS") in good faith considers reliable, however WFS does not guarantee the accuracy, reliability or completeness of this information and makes no warranty, express or implied, with respect thereto; and is (ii) subject to change without notice. WFS accepts no liability for its use or to update or keep it current. Products shown are subject to change and availability. WFS and/or one or more of its affiliates may provide advice or may from time to time have proprietary positions in, or trade as principal in, securities that may be mentioned herein or other securities issued by issuers reflected herein; or in derivatives related thereto. Wells Fargo Securities is the trade name for certain securitiesrelated capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Securities, LLC, member NYSE, FINRA, NFA, and SIPC, and Wells Fargo Bank, N.A. (“WFBNA”). Municipal Derivatives solutions are provided by WFBNA. This communication is not intended to provide, and must not be relied on for, accounting, legal, regulatory, tax, business, financial or related advice or investment recommendations and does not constitute advice within the meaning of Section 15B of the Securities Exchange Act of 1934. You must consult with your own advisors as to the legal, regulatory, tax, business, financial, investment, and other aspects of this communication. Neither WFS nor any person providing this communication is acting as a municipal advisor or fiduciary with respect to any transaction described or contemplated therein unless expressly agreed to in a written financial advisory or similar agreement.

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