692-2024 RESOLUTION NO. 692-2024
RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY (RDA) ACCEPTING THE
RECOMMENDATION OF THE RDA EXECUTIVE DIRECTOR AND APPROVING
THE SELECTION OF BOFA SECURITIES, INC. AS SENIOR MANAGER
ALONG WITH ESTRADA HINOJOSA & COMPANY, INC., JEFFERIES LLC ,
PNC CAPITAL MARKETS LLC,AND RAYMOND JAMES &ASSOCIATES, INC.
AS CO-MANAGERS TO PROVIDE UNDERWRITING SERVICES FOR THE RDA
REVENUE REFUNDING BONDS, SERIES 2024 CITY CENTER/HISTORIC
CONVENTION VILLAGE ("SERIES 2024 REFUNDING BONDS") THAT THE
RDA ANTICIPATES WILL BE ISSUED IN 2024
WHEREAS, on April 14, 2010, the Mayor and City Commission accepted the City
Manager's recommendation to award RFP 15-09-10 for Underwriter Services and as a result
created a pool of 15 firms to provide underwriting services on an as needed basis; and
WHEREAS, to seek proposals for a replacement pool of underwriters, on June 7, 2017,
the Mayor and City Commission authorized the issuance of Request for Qualifications (RFQ)
2017-163-WG for Underwriter Services.; and
WHEREAS, on January 17, 2018, the Mayor and City Commission approved a resolution
authorizing the Administration to establish a pool of 14 underwriters to provide underwriting
services to the City for the issuance of bonds; and
WHEREAS, the pool was approved for services from January 17, 2018, through January
17, 2023 (5 years), with an additional five (5) years, on a year-to-year basis, if mutually agreed
upon by both parties. Two optional renewals have been exercised and the contracts extended
January 17, 2025; and
WHEREAS, two optional renewals have been exercised and the contracts extended
January 17, 2025; and; and
WHEREAS, in 2015, the Miami Beach Redevelopment Agency Tax Increment Revenue
and Revenue Refunding Bonds, Series 2015A(City Center/Historic Convention Village) ("Series
2015A Bonds") were issued in the amount of $286,245,000 for refunding certain outstanding
bonds and for the renovation and expansion of the Miami Beach Convention Center; and
WHEREAS, given the current interest rate environment,the RDA's Chief Financial Officer,
in conjunction with the RDA's Financial Advisor, PFM Financial Advisors LLC (the "Financial
Advisor"), has identified a refinancing opportunity to achieve debt service savings.; and
WHEREAS, on February 21, 2024, the Commission approved a referral to the Finance
and Economic Resiliency Committee ("FERC") to review the potential refunding of outstanding
RDA bonds, and the RDA's Chief Financial Officer and Financial Advisor presented the
opportunity, which was discussed by the FERC on April 19, 2024, and the FERC recommended
that Administration move forward with the refinancing; and
WHEREAS, the process to select firms to serve as a senior or co-manager for a particular
issue involves a review of work previously assigned to the various firms during the term of the
pool, experience in and commitment to Florida municipal finance, the capability of a firm to senior
manage large and/or complex credit structures, the size of the bond issue to be sold, and the
various markets that the firm has access to for marketing and distribution; and
WHEREAS, the RDA anticipates the issuance of Series 2024 Refunding Bonds in 2024
to refund certain outstanding RDA bonds.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRPERSON AND
MEMBERS OF THE BOARD OF THE MIAMI BEACH REDEVELOPMENT AGENCY ("RDA"),
that the Chairperson and Members of the Board of the RDA approve selection of BofA Securities,
Inc. as Senior Manager along with Estrada Hinojosa&Company, Inc., Jefferies LLC, PNC capital
markets LLC, and Raymond James & Associates, Inc. as Co-Managers to provide underwriting
services for the RDA Revenue Refunding Bonds, Series 2024 City Center/Historic Convention
Village ("Series 2024 Refunding Bonds")that the RDA anticipates will be issued in 2024.
PASSED AND ADOPTED this If day of September 2024.
ATTEST:
SEP 9 ZIA
teven Meiner, Chairperson
Rafael E. Granado,.City Clerk -- �BEq' ,,,
i 01
2024, owEllio:
''ARCH'26
•
APPROVED AS TO
FORM &LANGUAGE
&FOR EXECUTION
f/hBJZO
City Attorney Date
2 •
Redevelopment Agency Items (RDA) 1
MIAMI BEACH
REDEVELOPMENT AGENCY MEMORANDUM
TO: Honorable Chair and Members of the Board of Directors
FROM: Eric Carpenter, Executive Director
DATE: September 11, 2024
TITLE: A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH
REDEVELOPMENT AGENCY (RDA) ACCEPTING THE RECOMMENDATION OF
• THE RDA EXECUTIVE DIRECTOR AND APPROVING THE SELECTION OF BOFA
SECURITIES, INC. AS SENIOR MANAGER ALONG WITH ESTRADA HINOJOSA
& COMPANY, INC., JEFFERIES LLC , PNC CAPITAL MARKETS LLC, AND
RAYMOND JAMES & ASSOCIATES, INC. AS CO-MANAGERS TO PROVIDE
UNDERWRITING SERVICES FOR THE RDA REVENUE REFUNDING BONDS,
SERIES 2024 CITY CENTER/HISTORIC CONVENTION VILLAGE ("SERIES 2024
REFUNDING BONDS")THAT THE RDA ANTICIPATES WILL BE ISSUED IN 2024.
RECOMMENDATION
BACKGROUND/HISTORY •
On April 14, 2010,the Mayor and City Commission accepted the City Manager's recommendation
to award RFP 15-09-10 for Underwriter Services and as a result created a pool of 15 firms to
provide underwriting services on an as needed basis.The award was valid through April 13, 2018.
To seek proposals for a replacement pool of underwriters, on June 7, 2017, the Mayor and City '
Commission authorized the issuance of Request for Qualifications (RFQ) 2017-163-WG for
Underwriter Services. The RFQ sought statements of qualifications from underwriting firms to
establish a team of underwriters to provide Underwriter Services to the City for the issuance of
various municipal bonds. On June 8, 2017, RFQ No. 2017-163-WG for Underwriter Services was
issued. RFQ responses were received on July 13, 2017. On January 17, 2018, the Mayor and
City Commission approved a resolution authorizing the Administration to establish a pool of 14
underwriters to provide underwriting services to the City for the issuance of bonds. The pool was
approved for services from January 17, 2018, through January 17, 2023 (5 years), with an
• additional five (5) years, on a year-to-year basis, if mutually agreed upon by both parties. Two
optional renewals have been exercised and the contracts extended January 17, 2025.
In 2015, the Miami Beach Redevelopment Agency Tax Increment Revenue and Revenue
Refunding Bonds, Series 2015A(City Center/Historic Convention Village)("Series 2015A Bonds")
were issued in the amount of$286,245,000 for refunding certain outstanding bonds and for the
renovation and expansion of the Miami Beach Convention Center. As of the end of FY 2023, the
,amount of outstanding Series 2015A Bonds is$271,875,000.
Given the current interest rate environment, the RDA's Chief Financial Officer, in conjunction with
the RDA's Financial Advisor, PFM Financial Advisors LLC (the"Financial Advisor"), has identified
a refinancing opportunity to achieve debt service savings. A debt refunding opportunity is a
chance to replace existing debt obligations with new ones that offer cost savings and improved
financial conditions for the RDA.
•
Page 1334 of 1377
On February 21, 2024, the Commission approved a referral to the Finance and Economic
Resiliency Committee ("FERC")to review the potential refunding of outstanding RDA Bonds. The
RDA's Chief Financial Officer and Financial Advisor presented the opportunity, which was
discussed by the FERC on April 19, 2024, and the FERC recommended that Administration move
forward with the refinancing.
As Miami-Dade County ("County") would have to approve the issuance of the Series 2024
Refunding Bonds, RDA staff has met with County staff to discuss to opportunity. RDA staff is
continuing to work with the County to approve the refunding and any required amendment to the
Interlocal Cooperation Agreement.
ANALYSIS
The selected firms participate in the bond issues by assisting the RDA, its Chief Financial Officer
and its Financial Advisor with development of financing structures, preparation of preliminary and
final official statements, bond resolutions, and other documentation as may be required. The
underwriters' price, market and sell the bonds to investors in municipal securities.
Additionally, firms appointed as the senior managing underwriter are required to provide the
services listed below throughout the bond issuance process. Co-managing underwriters provide
assistance as requested and support in the marketing, distribution and underwriting of the
assigned transactions. The RDA, at its sole discretion, may select one or more firms to serve as
senior manager or co-manager from the underwriting team for each of its bond financings. The
RDA reserves the right to assign less than all of the members of the underwriting pool for a
particular financing and reserves the right to remove any underwriter from participation in the
underwriting syndicate if the underwriter and the RDA are unable to agree on any provision of the
bond purchase contract. All fees are contingent upon the issuance of the proposed bonds. The
required services include, but are not limited to, the following:
1. Participate in drafting of all bond documents, including the Official Statement.
2. Assist in preparation and discussions with rating agencies and bond insurers, if requested.
3. Make recommendations for the proposed financing, including, but not limited to,the timing
of the sale, the overall sales approach, the structure of the bonds, the call provisions, and
the use of credit enhancement.
4. Lead the underwriting team in marketing and distributing the bonds to both retail and
institutional investors.
5. Underwrite the financing based upon terms and conditions agreed to by both the City,
financial advisor, and the underwriters in the Bond Purchase Agreement.
6. Assist with the closing of the financing, including reviewing all closing documents and
providing a post-financing report to the RDA which highlights the key characteristics of the
financing.
The process to select firms to serve as a senior or co-manager for a particular issue involves a
review of work previously assigned to the various firms during the term of the pool, experience in
and commitment to Florida municipal finance, the capability of a firm to senior manage large
and/or complex credit structures, the size of the bond issue to be sold, and the various markets
that the firm has access to for marketing and distribution. A firm's response to other business
requests, such as the City's Line of Credit and Equipment Line of Credit and resulting commitment
to the RDA is also considered. The list of firms is recommended by the City Manager following
consultation with the RDA's Chief Financial Officer and Financial Advisor.
The RDA anticipates the issuance of Series 2024 Refunding Bonds in October 2024 to refund
outstanding obligations.The firms recommended for the Series 2024 Refunding Bonds, based on
a combination of the above considerations, are as follows:
Page 1335 of 1377
• Senior Manager: BofA Securities. Inc.
• Co-Managers: Estrada Hinojosa & Company, Inc.; Jefferies LLC; PNC Capital Markets
LLC; Raymond James &Associates, Inc.
A list of the underwriters' recent transactions with the City/RDA and the resulting total participation
in the RDA's bond financings based on this recommendation are provided as an attachment.
The RDA and its Financial Advisor will work with the underwriters to provide information on how
City taxpayers and residents can purchase the Series 2024 Refunding Bonds through the new
issue order period.
The Resolutions for the issuance of the Series 2024 Refunding Bonds will delegate to the RDA
Executive Director, relying upon the recommendation of the Chief Financial Officer and the RDA's
Financial Advisor, the determination of various terms of the Series 2024 Refunding Bonds,
including the payment of all related costs and expenses in connection with the issuance of the
Series 2024 Refunding Bonds and all other actions necessary or desirable in connection with the
issuance of the Series 2024 Refunding Bonds.
FISCAL IMPACT STATEMENT
NA
Does this Ordinance require a Business Impact Estimate?
(FOR ORDINANCES ONLY)
The Business Impact Estimate (BIE)was published on . See BIE at:
https://www_miamibeachfl_gov/city-hall/city-clerk/meetinq-notices/
FINANCIAL INFORMATION
CONCLUSION
The RDA Administration recommends that RDA approve the RDA Executive Director's
recommendation of underwriters for the Series 2024 Refunding Bonds.
LOBBYIST DISCLOSURE
In accordance with Resolution No. 2023-32857, adopted by the City Commission on December
13, 2023, the following information has been provided by the Administration as it relates to the
subject resolution.
Applicable Area
Citywide
Is this a "Residents Right to Know" item, Is this item related to a G.O. Bond
pursuant to City Code Section 2-17? Project?
No No
Page 1336 of 1377
Was this Agenda Item initially requested by a lobbyist which, as defined in Code Sec. 2-481,
includes a principal engaged in lobbying? No
If so, specify the name of lobbyist(s) and principal(s):
Department
Finance
Sponsor(s)
Co-sponsor(s)
Page 1337 of 1377
pfm
May 15, 2024
Memorandum
To: Miami Beach Redevelopment Agency
From: PFM Financial Advisors LLC
RE: Tax Increment Revenue Refunding Bonds,Series 2024—Plan of Finance
PFM Financial Advisors LLC ("PFM"), serving in our capacity as financial advisor to the Miami
Beach Redevelopment Agency (the"RDA"), has worked with the Administration to develop a plan
of finance for the issuance of Tax Increment Revenue Refunding Bonds, Series 2024 (the"Series
2024 Bonds").The purpose of this memorandum is to describe the plan of finance and provide the
findings that result in a recommendation to move forward with the proposed financing structure and
method of sale.
Purpose&Structure
Series 2024 Bonds will be issued to provide for a refunding of the Tax Increment Revenue and
Revenue Refunding Bonds, Series 2015A (the "Series 2015A Bonds") for debt service savings.
The Series 2015A Bonds are currently callable.
The Series 2024 Bonds will be issued with a final maturity no longer than the bonds being
refinanced,which is February 1,2044. Closing is anticipated to occur as early as September 2024.
Principal will be paid on an annual basis beginning February 1, 2025, with interest paid semi-
annually every February and August, commencing February 1, 2025.
Security&Ratings
The 2015A Bonds,which are the only outstanding obligations of the RDA,t are secured by a pledge
of and lien upon the tax-increment revenues derived from the City Center/Historic Convention
Village Redevelopment and Revitalization Area.The Series 2024 Bonds will have the same security
provisions. The Series 2015A Bonds were also issued with a municipal bond insurance policy
provided by Assured Guaranty Municipal Corp. ("AGM")that serves as a surety policy in lieu of a
cash-funded debt service reserve fund ("DSRF"). The AGM surety policy will remain in place for
the Series 2024 Bonds..
The Series 2015A Bonds currently have ratings assigned from two of the three major rating
agencies—Al by Moody's and A by S&P.We anticipate that the Series 2024 Bonds will maintain
the same ratings.
Refunding Escrow
To take advantage of the slope of the yield curve, offering higher yields in earlier years,we would
suggest setting the escrow period to the full 90 days in order to take advantage of the inverted yield
curve and generate excess earnings in the escrow period for the full 90-day period. PFM will
continue to monitor market conditions through the pricing date to ensure there is economic benefit
of doing so.
Method of Sale
In the municipal bond market, some issuers have strong preferences for either a negotiated or
competitive sale approach, and oftentimes issuers achieve very successful results from either
1 The 2015A Bond were issued simultaneously with the Tax Increment Revenue and Revenue Refunding Bonds,Taxable
Series 2015B.The 2023E Bonds matured on February 1,2023.
1 of 3
Page 1338 of 1377
alternative. Ultimately, the decision in favor of either method may be influenced by a combination
of broader policy and financial objectives, issuer-specific characteristics, and market conditions.
There are a number of considerations in establishing a method of sale for any bond issue. Factors
supporting one sale methodology versus another are summarized in the table on the following
page. The items listed in the table should be viewed as indicators of the most effective approach
given a set of circumstances. Issuers may find characteristics for a specific set of circumstances
that fall in both columns. Florida State Statutes2 indicate that revenue bonds shall be sold by
competitive sale, absent findings for reasons for a negotiated sale. In our view a negotiated sale
for the Series 2024 Bonds is the appropriate method of sale for the following reasons:
• Issuer Type/Infrequency to Market—It has been nearly a decade since the RDA has issued
debt and because of its status as a limited-purpose enterprise, a team of underwriters can
sufficiently educate investors about the RDA and promote the transaction in order to generate
interest in the offering.
• Credit Quality and Security Pledge—The bonds are anticipated to be rated in the single-A
category and the TIF-backed credit structure is unique compared to more traditional revenue-
backed bond offerings. The Series 2024 Bonds will be secured by the increment revenues
generated within the Redevelopment Area. The underlying revenues, along with the existing
interlocal agreements between the RDA, City, and County describing the flow of funds, may
require additional explanation. As such, the bonds may benefit from greater pre-marketing
activity so that the credit can be more widely understood by market participants.
In additional,using a negotiated sales approach would allow local and Florida-based retail investors
to purchase the bonds during the primary offering,which would be consistent with the City of Miami
Beach's prior practices for publicly offered debt.
At present time, the fact pattern surrounding the issuance of the Series 2024 Bonds are such that
a negotiated sale is warranted. This recommendation is based on the considerations described
above. Please feel free to contact us should you have any questions or comments regarding the
recommendations outlined in this memorandum.
2 SS 218.385
2 of 3
Page 1339 of 1377
--- ---- --- - --—--- ------- - ----------- --- --- - ----
Attributes _ Competitive Sale _ Negotiated Sale
•Issuer -- - -— --- --
Type of Organization Broad-based,general-purpose Special-purpose enterprise,independent
government authority
Frequency of Issuance Regular borrower in public market New or infrequent issuer of debt
Market Awareness Active secondary market with Little or no institutional base,but growing
wide investor base dealer interest
.Credit Quality
Rating "AA"or better "A"category or lower
Pledged Revenues General taxes Project supported revenues
Security Structure Conventional resolution and cash Unusual or weak covenants;
flow;rate covenant and coverage subordinated debt
Trend Stable Declining or under stress
Market Conditions
Interest Rates Stable,predictable market Volatile or declining market
Demand Strong investor demand,good Oversold market,heavy supply;coupon,
liquidity,light forward calendar structure or maturity requirements not
favored in current market
'Debt Structure -
Tax Status Tax-exempt,no concerns Taxable
Debt Instrument Traditional serial and term,full- Aggressive use of innovative bond
coupon bonds structuring,derivative products,swaps,
or variable-rate debt instruments
Marketing
Use of Underwriters Broad market participation Ability to select"best qualified"banker
and direct business to local or regional
firms
Investors Process blind to ultimate Sale can be managed to achieve wide
investors distribution or targeted allotments;can
give priority to retail/local investors
Pre-marketing Limited need for pre-marketing Specific pre-sale activity to educate
investors
Flexibility in Timing Less flexibility necessary Greater flexibility in timing
Fine Tuning Structure Limited options given to bidders Unlimited ability to fine-tune
Cost
Gross Spread Reflected in winning(lowest TIC) Spreads are negotiated within a range of
bid. Generally dependent on comparable transactions and issuer
supply and demand. standards.
Interest Rate Highest market price for Best match of product with specific
commodity offered on day of sale investor demand
Preparation
Resolution/Structure Credit/Security features fairly Professional banking support and more
standard,allowing Issuer to direct marketing input in balancing
determine preference for security for investor vs.flexibility for
managing issuer
Disclosure Issuer relies on own program Underwriters'counsel assists in the
disclosure preparation of official statement
3 of 3
Page 1340 of 1377
City of Miami Beach,FL
Team of Investment Banking Firms
May 14,2024
Underwriting History with City Recommended UWs for 2024
(2015-2023 Transactions) RDA Bonds Total After 2024 RDA Bonds
Senior
Senior Manager Co-Manager Total Manager Co-Manager Senior Manager Co-Manager :'Toter
Firm Issues Year Issues Year Issues Issues Issues Issues Year Issues Year Issues.
Bob%Securities 1 2015 2 2(0115 3 1 - 2 2024 2019
2015 2 2015 • . 4-
Citlgroup4 1 2017 1 2015 2 - - 1 2017 1 2015 ,.2
2023 2024 ` '
Estrada Hinojosa - - 3 2017 3 - 1 - 4 2023 4'•
'
2015 2017
2015
1 1
Goldman' - - 1 2023 1 - - - - 1 2023 ` 1
Hilltop' - - 1 2021 1 - - - - 1 2021 1
Jeferies' - - 1 2019 1 - 1 - - 2 2024 2'
2019 •
JP Morgan 2 2019 1 2015 3 - - 2 2019 1 '2015 .= 3
2015 2015
Loop Capital Markets - - 2 2017 2 - - - - 2 2017
2015 2015
Morgan Stanley 1 2015 1 2015 2 - - 1 2015 1 2015 2.
PNC' 1 2021 1 2019 2 - 1 1 2021 2 2024 .,3 -
2019
Raymond James 1 2017 1 2015 2 - 1 1 2017 2 2024 3
2015
Siebert Williams Shank - - 2 2015 2 - - - - 2 2015 ' '2,
Stifel•Nicolaus&Company.Inc.' - - 1 2017 1 - - - - 1 2017 1
2023 2017 2023
Wells Fargo Securities 2 2015 2 2015 4 - 2 2 2017 4 2015 2015
Note:Multiple series issued under one OS are considered one transaction for purposes of this table
'New to pool In 2018
2Was previously Steme Agee.Stifel acquired Sterne Agee in 2015
'Was previously First Southwest.First Southwest resigned from City's underwriting pool during the Investment Advisor procurement process In 2014
4Finn is no longer active in the municpal bond industry
Page 1341 of 1377