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INTRODUCTION TO SWAPS --
New Ways to Manage Your District’s Debt Service Obligations
Presented By
Christopher Brewer, Esq.PartnerSuite 1400One Oxford CentrePittsburgh, PA 15219412-394-2452
Jay WengerManaging DirectorSuite 150830 Sir Thomas CourtHarrisburg, PA 17109717-561-8089
March 14, 200752nd Annual ConferencePittsburgh, Pennsylvania
Susquehanna Group Advisors, Inc.
Financial Management and Business Consulting Specialists
Since 2003, certain amendments to Pennsylvania’s Local Government Unit Debt Act have enabled School Districts to modify their debt service obligations in respect of existing bond issues through a variety of Interest Rate Management Agreements. Known in the industry as “Swaps” (and also as Swaptions, Interest Rate Locks, Basis Swaps and other such names), these contracts overlay and modify the net interest expense of a School District’s debt. These contracts are not debt themselves. As should be expected, these contracts bring their own set of risks and rewards.
This seminar will introduce you to the basic mechanics of Swaps with the intent of enabling a School District business official to better analyze proposals which come to his or her attention from the investment banking community.
3Introduction to Swaps
I.I. What is a Swap?What is a Swap?
A contract by which two parties exchange interest rate payments
Traditionally, one rate is fixed and the other is variable
Due to recent market conditions, variable to variable rate swaps are increasingly common
Payments are established by identifying a rate of payment (or a basis for calculating payments) and a principal amount (referred to as “notional amount”) upon which the rate(s) or calculations are applied
Only the interest rates are “swapped” between parties. The principal/notional amount applies only as the basis for the interest calculations
4Introduction to Swaps
II.II. What is the Legal Basis for What is the Legal Basis for Swaps?Swaps?
Act 23 of 2003 amended the Local Government Unit Debt Act in order to allow Pennsylvania counties, cities, townships, boroughs, intermediate units and school districts to enter into Swap Agreements
Exception: Local Governments declared distressed by DCED are not eligible to enter into Swaps.
In the jargon of Act 23, Swaps are called “Qualified Interest Rate Management Agreements” or “QIRMAs”
5Introduction to Swaps
III. Why a Swap?III. Why a Swap?
Fixed rate debt may not be the best way to fund a project Issue variable rate bonds or notes Then hedge rate volatility by swapping to a fixed rate
Often provides a superior alternative to a fixed rate loan Usually lower overall rate
Greater efficiency in the international swap market More flexibility
Easier to adjust to changing marketsEasier to refund/redeem/terminate prior to maturity
6Introduction to Swaps
School Districts must produce a written “Interest Rate Management Plan” (“IRMP”)
An “Independent Financial Advisor” (independent of the Swap provider) must be employed to develop and/or review the Interest Rate Management Plan
The Swap provider or “Counterparty” may be selected by a negotiated or a competitive process
This Counterparty must be rated A-, at a minimum
Fortuitously, for School Districts, the interest rate payments (“Scheduled Payments”) under the Swap qualify for the “State Intercept”
IV.IV. What are the Key Features and What are the Key Features and Requirements of Act 23?Requirements of Act 23?
7Introduction to Swaps
The Board must advertise and adopt a resolution approving the Interest Rate Management Plan as well as authorizing the Qualified Interest Rate Management Agreement
Transactions must be reported to/filed with the Department of Community and Economic Development
The Swap must relate to specific bond issue(s) (whether pre-existing or authorized concurrently), and must advance the School District’s debt management needs and goals
Term of swap may not exceed term of related debt, and must expire if debt paid
IV.IV. What are the Key Features and What are the Key Features and Requirements of Act 23?Requirements of Act 23?
8Introduction to Swaps
A maximum rate of interest must be specified for a School District which is making a variable rate payment
Swap agreement may be subject to termination at will by School District
Swap agreement may not be subject to termination at will by Counterparty
School District may pledge full faith, credit and taxing power for payment of Scheduled Payments
Cannot pledge full faith, credit and taxing power for payment of termination payment, but School District may borrow for it
Borrowing to make termination payments requires court approval (unless termination is part of a refunding)
IV.IV. What are the Key Features and What are the Key Features and Requirements of Act 23?Requirements of Act 23?
9Introduction to Swaps
V. Interest Rate Management Plan V. Interest Rate Management Plan ComponentsComponents
Interest Rate Management Plan is a plan prepared by or reviewed by independent financial advisor
Must include the following schedules:
outstanding debt issues
notional amounts for any prior Swaps
consulting, advisory, brokerage or other fees related to the Swap as well as consulting, brokerage, finders fees and other fees relating to the Counterparty
payments to be paid by and to be received by the School District under the Swap
analysis of various risks involved in entering into the Swap and relating to all Swap agreements of the School District
10Introduction to Swaps
VI.VI. What Are Main Advantages and Reasons What Are Main Advantages and Reasons for for
Entering Into a Swap Agreement? Entering Into a Swap Agreement? Swaps can create low fixed or variable rate debt
Swaps can lock-in rates for a financing one to two years prior to the issuance of the debt
Swaps can seize current market conditions to realize savings from a refunding of an existing bond issue that could not otherwise be advance refunded
The following slides illustrate three scenarios that a School District could encounter where a Swap Agreement could be a benefit.
11Introduction to Swaps
VI.VI. What Are Main Advantages and Reasons What Are Main Advantages and Reasons for for
Entering Into a Swap Agreement? Entering Into a Swap Agreement? Scenario #1The School District has an outstanding bond issue with a notional value of $30,000,000.
By entering into a Swap Agreement the School District will receive a one-time, upfront cash payment of $1,500,000 or 5% of the notional value of the bonds.
The School District elects to use the upfront payment over the remaining life of the bonds to assist with semi-annual interest expense payments, thus reducing the obligation to the general fund and effectively reducing the interest rate of the bond.
The following graph depicts the original general fund debt service obligation on the bonds, and the effective general fund debt service obligation after utilizing the upfront cash payment
12Introduction to Swaps
13Introduction to Swaps
VI.VI. What Are Main Advantages and Reasons What Are Main Advantages and Reasons for for
Entering Into a Swap Agreement? Entering Into a Swap Agreement? Scenario #2The School District has an outstanding bond issue with a notional value of $30,000,000.
The School District determines that it is in need of additional funds to complete a capital project, but does not want to issue additional debt.
By entering into a Swap Agreement the School District will receive a one-time, upfront cash payment of $1,500,000 or 5% of the notional value of the bonds that it can use to complete the capital project.
The following graph depicts the general fund debt service obligation on the initial bonds, and the general fund debt service obligation if the School District were to issue additional bonds.
This is additional debt service that would not exist if the School District were to enter into the Swap Agreement.
14Introduction to Swaps
15Introduction to Swaps
VI.VI. What Are Main Advantages and Reasons What Are Main Advantages and Reasons for for
Entering Into a Swap Agreement? Entering Into a Swap Agreement? Scenario #3The School District has an outstanding bond issue with a notional value of $30,000,000.
By entering into a Swap Agreement the School District, instead of receiving an upfront cash payment, elects to receive ongoing cash payments.
These ongoing payments may be used for any purpose, however, in this example they are used to offset some of the interest expense associated with the original bond issue.
The following graph depicts the original general fund debt service obligation on the bonds, and the effective general fund debt service obligation after utilizing the ongoing cash payments.
16Introduction to Swaps
17Introduction to Swaps
VII.VII. Applications for SwapsApplications for Swaps
- Low, Synthetic Fixed Rate
Local
Government
Bondholders
Swap Provider
(Counter-Party)
Fixed Rate
Variable Rate
Variable Rate + costs
18Introduction to Swaps
VII.VII. Applications for SwapsApplications for Swaps
- Low, Synthetic Variable Rate
Local
Government
Bondholders
Swap Provider
(Counter-Party)
Fixed Rate
Variable Rate
Fixed Rate
19Introduction to Swaps
VII.VII. Applications for SwapsApplications for Swaps
- Basis Swap
Local
Government
Variable Rate (% of LIBOR)
Swap Provider
(Counter-Party)Variable Rate (BMA)
Fixed Rate
Bondholders
20Introduction to Swaps
VIII. Various Risks Associated with SwapsVIII. Various Risks Associated with Swaps
Counterparty Risk – risk that the Counterparty will not honor its payment obligations under the Swap agreement
Termination Risk – sometimes referred to as liquidity risk: refers to the potential costs associated with a termination of the Swap agreement
Basis Risk – the difference between different types of variable rates
Interest Rate Risk – risk associated with future changes in interest rate and market conditions
Market Access Risk – risk that the School District will be unable to borrow from the capital markets, due to its financial condition, legal restrictions or the like
21Introduction to Swaps
FAQs 1FAQs 1
1. What types of indices can be hedged? Floating and Variable Rate Indices LIBOR (“London Interbank Offered Rate”) is the most
commonly used rate in the international market -- also Prime, Fed Funds, others The Tax-exempt market commonly uses the BMA
(“Bond Market Association”) swap index, or a Percentage of a taxable index as a proxy for tax-exempt rates
2. Is there a minimum or maximum size? Minimum, depends on Counterparty policy
Some counterparties will not execute below $10 mm Maximum limited only by credit exposure
3. Is there a minimum or maximum maturity? No minimum, but under one year is rare Maximum up to 30 years; 10+ years is not uncommon
22Introduction to Swaps
FAQs 2FAQs 2
4. Do Swaps amortize? Yes, any stream of cash flows - - constant, accreting,
amortizing, roller coaster, forward starting or any combination.
5. Can a School District lock-in a rate today to start in the future? Yes (one of the real advantages of Swaps)
6. What if School District anticipates prepaying the debt? School District can unwind the Swap at any time prior
to maturity at market value (may be positive or negative)
7. Does the School District have to lock-in for the full debt amount or the full term? No, Swap may be sized to meet a financial goal
8. When are settlements made? On a net basis at the end of each period
23Introduction to Swaps
FAQs 3FAQs 3
9. Are there any costs? Financial advisor, legal, insurance Typically paid out of the trade
10. What is the Counterparty’s risk? A bank will also hedge its position