INVITATION TO NEGOTIATE (ITN) 1423JPSA FOR UCF STADIUM CORPORATION (Formally Golden Knights Corporation) INVESTMENT BANKING For the refunding of the Golden Knights Corporation s Certificates of Participation (Golden Knights Corporation Master Lease Program), Series 2006A and the Taxable Series 2006B. Issue Date: April 7, 2015 Due Date: May 6, 2015 @ 2 pm
TABLE OF CONTENTS I. INTRODUCTION... 1 A. Purpose... 1 B. History... 1 II. SECURITY FOR THE SERIES 2015 BONDS... 2 III. PRELIMINARY FINANCING PLAN... 3 IV. INSTRUCTIONS TO PROPOSERS... 3 A. Sealed Proposals... 3 B. Questions, Additional Information... 4 V. PROPOSAL REQUIREMENTS... 5 A. Investment Banking Requirements... 5 VI. SELECTION CRITERIA... 7 VII. PROPOSED TIMETABLE... 8 VIII. TERMS AND CONDITIONS... 8
INVITATION TO NEGOTIATE (ITN) I. INTRODUCTION The University of Central Florida (the University or UCF ), a member of the State University System of Florida, was authorized by the Florida Legislature in 1963 and began operations in 1968 as Florida Technological University. The name was subsequently changed by action of the Legislature on December 6, 1978. The University has become one of the fastest growing schools in the State University System of Florida. The University is a comprehensive, metropolitan university with an enrollment of approximately 60,000 students, offering more than 174 bachelor and advanced degree programs through the College of Arts and Humanities, College of Sciences, Burnett Honors College, College of Business Administration, College of Education, College of Engineering & Computer Science, College of Health & Public Affairs, College of Nursing, Rosen College of Hospitality Management, and College of Optics & Photonics and the College of Medicine. The institution serves central Florida and other regions within the State from its main Orlando campus and area campuses in Cocoa, Daytona Beach, South Orlando, and Clermont. The University also operates an academic center located in downtown Orlando. The University offers education and research programs in diverse fields including engineering, business, education, humanities and natural and social sciences, health and tourism. The University programs in communications and the fine arts help to meet the cultural and entertainment needs of a growing metropolitan area. The University is accredited by the Commission on Colleges of the Southern Association of Colleges and Schools to award bachelor s masters and doctoral degrees in various academic disciplines. A. Purpose The University of Central Florida requests proposals from interested and qualified Proposers interested in providing investment banking services for the refunding of the Golden Knights Certificates of Participation (Golden Knights Corporation Master Lease Program) Series 2006A and Taxable Series 2006B. The proposed advanced refunding will be accomplished through the issuance of Stadium Revenues Bonds, Series 2015A and Series 2015B taxable bonds. These bonds will be issued through the University s UCF Stadium Corporation, formerly known as the Golden Knights Corporation. The primary purpose of this ITN is to select a Senior Manager Underwriter for advance refunding. The university may after the selection of Senior Managers, select two Co- Managers. Selection will be based on the distribution capabilities of the Co-Managers including their ability to complement the Senior Manager s distribution capabilities, their experience and prior history of service. The team members must demonstrate broad based access to tax exempt and taxable markets and have an understanding of Florida Statues 1010.62. B. History 1
On August 30, 2006 the University using the UCF Stadium Corporation (Corporation ), then the Golden Knights Corporation, a direct support organization of UCF ( DSO ), issued $45,685,000 Certificates of Participation (Golden Knights Corporation Master Lease Program) Series 2006A and the $18,850,000 Taxable Certificates of Participation (Golden Knights Corporation Master Lease Program) Series 2006B to finance the construction of the Bright House Networks Stadium (BHNS) the home of UCF football since the 2007 season. BHNS seats approximately 45,350 of which approximately 1,400 are considered premium seating in either a private club setting (approximately 825) or private individually leased entertainment suites (approximately 575 seats in 24 individual suites). The Taxable Series 2006B COPs were originally issued as Auction Rate Securities however on April 10, 2008 these COPs were converted to a variable rate mode under a loan agreement with Wells Fargo Bank through a direct purchase. Under the terms of the loan agreement the University pays the bank 30 day LIBOR plus 97.5 basis points. These COPs amortize annually starting on March 1, 2020 through March 1, 2036. The University however has annually prepaid a portion of the Series 2006B COPs each year from donations and from surplus revenues. On December 22, 2014 the Corporation issued $4,020,000 Certificates of Participation (Golden Knights Corporation Master Lease Program) Series 2014 of additional COPs on parity with the Series 2006A and Series 2006B COPs to finance the construction of a 22,500 square foot, three story athletic facility and related infrastructure (the Athletics Building ). The Series 2014 COPs transaction was a direct loan from a bank. Sufficient donations were pledged to offset the principal and interest during the life of the loan. On January 29, 2015 the University announced the construction of the East Side Club. The $2.6 million improvement which consist of a club lounge and 900 club seats in the east side stands of BHNS. The project to be completed by August of 2015 was funded by donations. II. SECURITY FOR THE SERIES 2015 BONDS The Series 2015 Bonds will be secured by a pledge of and lien on the System Revenues including both operating revenues and non-operating revenues along with funds on deposit in the pledge accounts including investment earnings. System Revenues are defined as Gross Operating Revenues and Non-Operating Revenues. Gross Operating Revenue include Ticket Sales Revenues, Food and Beverage concessions, Catering, Novelties, University Owned Parking, Premium Seating Revenues (Luxury Suites and Club Seats), Advertising and Sponsorships, Naming Rights, Facility Service Fees and other misc. revenues. Non-operating Revenues consist of UCF Athletics Association Rent, Conference and Non-conference Game Guarantees and charitable contributions received under pledge agreements to prepay a portion of the Series 2015B Taxable Bonds. As additional security the University under a support agreement with the UCF Stadium Corp. a covenants to transfer to the Trustee annually in an amount not to exceed annual debt service to cover any deficiency amount in the Series 2015A and Series 2015B COPs debt service reserve account. (A copy of the Support Agreement can be found under the University s website). The proposed Series 2015 Bonds will be on parity with the Series 2014 COPs. 2
III. PRELIMINARY FINANCING PLAN The University intends to advance refund the Series 2006A and Series 2006B COPs with the proposed Stadium Revenue Bonds Series 2015A and Series 2015B issues and eliminate the Certificates of Participation structure. As part of the restructuring the Corporation will also convert the Series 2014 COPs into a revenue bond as provided in the Series 2014 lease schedule. The refunding bonds structure is being used to simplify the issue and will mirror the COP structure relating pledged revenues, support agreement and debt service structure. The Corporation under the refunding will fund a new DSR for the Series 2015 Bonds using a DSR Surety Policy. The existing DSR will be used to reduce the debt service on the 2015 bonds. The University existing support agreement will cover any draws against the new DSR Surety Policy. IV. INSTRUCTIONS TO PROPOSERS A. Sealed Proposals Four (4) copies and one CD of the response to this ITN must be submitted prior to 2:00 P.M. EST, May 6, 2015 to: John Pittman Associate VP for Debt Management 4365 Andromeda Loop N. Millican Hall, Room 384 Orlando, FL 32816 Phone: (407) 823-3865 john.pittman@ucf.edu One (1) additional copy to: Mr. Mark Galvin Senior Vice President Financial Advisor First Southwest Company 450 S. Orange Avenue, Suite 460 Orlando, FL 32801 Phone: (407) 426-9611 mark.galvin@firstsw.com 1. Any proposal received after the above stated time and date shall not be considered. It shall be the sole responsibility of the Proposer to have its package delivered by, hand delivery, or any other method available to them; however, facsimile or telegraphic submittals will not be accepted. Delay in delivery shall not be the responsibility of the University. Submittals received after the deadline shall not be considered, and may be returned only at the Proposer s expense. 3
2. Each Proposer shall examine all documents and shall determine all matters relating to the interpretation of such documents. 3. The proposal shall clearly indicate the legal name, Federal taxpayer identification number, address, and telephone number of each Proposer. The persons signing the proposal shall have the authority to bind the Proposer to the submitted proposal. 4. The University shall not be liable for any expenses incurred in the preparation or presentation of the proposals. 5. The University reserves the right to accept or reject any or all proposals, to waive irregularities and technicalities, and to request resubmission or to re-advertise for all or any part of the services. The decision of the University is final and non-appealable. The University reserves the right to further negotiate with the proposer(s) regarding conditions, terms and price of each aspect of the proposal. The University shall be the sole judge of the submittals that is in the best interest of UCF, and the University decision shall be final. 6. The successful firm(s) shall be required to execute an agreement, in form and content acceptable to the University, indemnifying and holding harmless the University, their officials, officers, employees, and agents from all claims. B. Questions, Additional Information Proposers, their agents and/or associates shall refrain from contacting or soliciting any member of the University staff, the University Board of Trustees or the members of the UCF Stadium Corporation regarding the ITN during the selection process. Failure to comply with this provision may result in disqualification of the proposer. All requests for clarifications or additional information should be directed in writing by 5:00 pm, April 14, 2015 to: John Pittman Associate VP for Debt Management 4365 Andromeda Loop N. Millican Hall, Room 384 Orlando, FL 32816 Phone: (407) 823-3865 john.pittman@ucf.edu It is the responsibility of each proposer to register to receive any addendums or amendments to this ITN. Registration should be sent to john.pittman@ucf.edu. 4
V. PROPOSAL REQUIREMENTS A. Investment Banking Requirements This portion of the ITN must be responsive to the following requirements: 1. Transmittal Letter, summarizing the key points in the ITN, which is signed by an officer of the firm who is responsible for committing the firm's resources. The letter should include the following: a. Name of the firm submitting the proposal b. Name and title of the individual with responsibility for this response and to whom matters regarding the ITN should be directed c. Mailing address d. Telephone, fax number and e-mail address of the firm's primary contact e. Brief narrative of the firm's qualifications to provide underwriting services to the University. 2. General information about the Proposer, including a brief history of the firm, and the number and location of sales professionals. 3. Description and experience of the professionals assigned to the project shall include their resume describing their experience in financing similar types of projects the University is considering. Also, include any transactions your firm or team members have had working with other State of Florida Universities. 4. Provide a summary table and a chronological listing of the firm s Fixed Rate Higher Education Senior Managed, and Co-Managed deals since January 1, 2010. Include up to 3 case studies. The summary table should include the following: 2010 2011 2012 2013 2014 2015 to date TOTAL Fixed Rate Higher Education Experience Senior Managed Co-Managed # of issues Amount # of issues Amount 5. Provide a summary table and a chronological listing of the firm s experience in financing debt issued by the State of Florida Public Universities and their Direct Support Organizations (DSO) since 2010 as Senior Managed and Co-Managed deals since January 1, 2010. Include up to 3 case studies. The summary table should include the following: 5
2010 2011 2012 2013 2014 2015 to date TOTAL Florida Higher Education Experience Senior Managed Co-Managed # of issues Amount # of issues Amount 6. Provide a summary table of the firm s Senior Managed, and Co-Managed experience since January 1, 2010. The summary table should include the following: 2010 2011 2012 2013 2014 2015 to date TOTAL Fixed Rate Underwriting Experience Senior Managed Co-Managed # of issues Amount # of issues Amount 7. Provide a summary table of the firm s Taxable Senior Managed, and Co-Managed experience since January 1, 2010. The summary table should include the following: 2010 2011 2012 2013 2014 2015 to date TOTAL Fixed Rate Taxable Underwriting Experience Senior Managed Co-Managed # of issues Amount # of issues Amount 6
8. Assuming your firm is selected as senior manager what would you suggest the split should be between the senior manager and co-manager and how do you make sure that the co-managers are properly incentivized to market the bonds? 9. Based on the financing structure please provide a discussion of the Proposer's marketing strategy and distribution capabilities for the University s fixed rate financing, including number of offices, retail sales professionals, and institutional sales professionals. 10. List the firms you would propose to serve as underwriters counsel. The University reserves the right to approve the selection of the underwriters counsel. 11. Fee Structure Complete Attachment A (Price Proposal) providing the proposed takedown by maturity, total average takedown, management fee (if any), and detailed expenses. Assume the bonds are insured and have an underlying rating of A+/A1. (The University understands the relationship between takedowns and yields). Unrealistic takedowns will not be considered. 12. Three (3) similar clients who may be contacted as references with respect to the firm's and the professionals assigned to this financing. For each reference include contact person's name, title, address, phone number and e-mail address. 13. Please provide the firm s Capital Position over the last 3 years. 14. Description of any litigation or regulatory action filed against the firm since January 1, 2010 and the resolution thereof. Identify fully the extent to which your firm or individual partners or employees are the subject of any ongoing municipal securities investigation, litigation, arbitration or subject to a subpoena in connection with such investigation, litigation or arbitration. 15. Listing of unsolicited proposals, ideas, and service provided to the University since January 1, 2010 (1 page limit). 16. Any additional information you feel would assist the University in evaluating your submittal. VI. SELECTION CRITERIA The University desires to select the Senior Managing Underwriter for the proposed financing that demonstrates the qualifications and experience needed for this project along with the overall lowest cost and future financing flexibility. To accomplish this goal, the University criteria for selection shall include, but not be limited to the following: 1. Quality, quantity and relevance of the Proposer(s) experience and resources. 2. The investment banking firm s ability to demonstrate the firm marketing and distribution capabilities and meet the requirements of this transaction. 3. Cost and fees considerations. 4. Prior history and experience with the University 5. Quality and Completeness of proposal. 7
6. Client references. Category Quality, quantity and relevance of the proposers experience and resources The investment banking firm s ability to demonstrate the firm s marketing and distribution capabilities and meet the requirements of this transaction. Points Cost and fees considerations. 30 Prior history and experience with the University 10 Quality and Completeness of proposal. 10 25 25 Total 100 An Evaluation Committee will review and evaluate the submittals and submit its recommendation to the Associate Vice President for Debt Management. The University reserves the right to interview a short list of finalists. Respondents selected for negotiations, tentative award or award will be notified in writing as to the final outcome of this process. Any interested party can view the results on the Purchasing Department s website at http://purchasing.ucf.edu/ after awards are posted. VII. PROPOSED TIMETABLE April 7, 2015 April 14, 2015 April 17, 2015 May 6, 2015 May 11, 2015 ITN Issued Questions from Proposers due by 5:00 pm Responses to Questions from Proposers Provided Responses Due (2:00 pm Eastern) Selection of Proposer VIII. TERMS AND CONDITIONS 1. The University reserves the right to reject all proposals, any proposal not conforming to this Request for Proposals, and to waive any irregularity or informality with respect to any proposal. The University further reserves the right to request clarification of information submitted and to request additional information from proposers. 8
2. The University will require that the Investment Bank selected will not discriminate under the contract against any person, in accordance with federal, state and local governments' regulations. 3. The University also reserves the right to further negotiate all terms and conditions of the proposal along with all fees and expenses. 4. The University will require the selected Investment Bank to make an affirmative statement to the effect that their retention shall not result in conflict of interests with any party which may be affected under this program. 9