BRADENTON, Fla. — Atlanta plans to bring $1.34 billion of new and refunding airport revenue bonds to market between November and January in two long-planned transactions.
The city, which owns and operates the world’s busiest airport, expects to sell $800 million of new-money bonds in November to take advantage of the alternative-minimum tax holiday afforded by the federal stimulus law that expires at the end of the year.
Proceeds are expected to refinance commercial paper and provide new money for the completion of a $1.35 billion international terminal, part of the $6 billion capital improvement plan at Hartsfield-Jackson Atlanta International Airport.
A web-based investor relations presentation is slated for next month as well as a roadshow, said Joya De Foor, the city’s new chief financial officer and former treasurer of Los Angeles.
Depending on market conditions, De Foor said it is expected that a $541.9 million refunding to fix the interest rate on troubled 2003 variable-rate demand bonds will be marketed in January.
Proceeds will refund about $464 million of VRDBs and provide $18.5 million for reimbursement of swap termination fees already paid to Goldman Sachs Mitsui Marine Derivative Products LP and JPMorgan.
Another $5.4 million will pay costs of issuance and $54 million will be placed in a debt-service reserve fund.
The new and refunding deals have been in the planning stage for close to two years.
“The city has been engaged in a lot of discussion and analysis to establish the funding priorities for the airport,” De Foor said. “At the same time, the city has been engaged with the major airlines in addition to working on accounting issues and undergoing a new effort to identify additional underwriters.”
Atlanta officials have planned to refund the 2003 VRDBs since 2008, when remarketing became more difficult after the insurer, MBIA Insurance Corp., lost its triple-A ratings and subsequent downgrades were expected to trigger a loss of liquidity facilities.
But the refunding was initially delayed by market conditions and negotiations with Delta Air Lines, the airport’s largest carrier, city officials said at the time.
The Atlanta City Council formally approved the new and refunding bond deals in July last year.
But in conducting due diligence for the sales several months later, former Mayor Shirley Franklin announced that a number of errors were discovered in classifying airport expenses dating back to 2003.
The errors reduced the airport’s surplus and resulted in reductions in key debt-service coverage ratios.
The accounting problems required restatement of 2008 financial results as part of the fiscal 2009 audited financial statements and delayed the bond sales.
As officials prepared for the refunding and new-money sales, questions were raised about whether the initial syndicate included enough minority participation.
The deals were delayed while Atlanta issued a request for proposals from underwriters.
The City Council approved the final syndicate for both deals in April.
Meanwhile, the declining economy played a role in delaying the bond sales.
In fiscal 2009, passenger traffic at Hartsfield-Jackson decreased 1.1%. That compared favorably to the airline industry as a whole, which saw a decline of 7.7%. But Atlanta suffered a 19.5% decrease in cargo traffic.
The decline required new negotiations with the airport’s top carriers, including Delta Air Lines and AirTran Airways, in order to move forward with the planned new-money bond financing.
Mayor Kasim Reed announced new lease agreements with the airlines on Aug. 31, approving the payment of supplementary terminal rental fees of $30 million over fiscal years 2013 to 2016 to support completion financing of the new international terminal, maintain adequate reserves, and preserve the airport’s ratings.
The airport plans to reimburse the airlines for the $30 million, but repayment is contingent upon the economy improving and the ability of the facility to maintain debt-service coverage of 1.5 times from fiscal 2015 to 2017.
While the new-money transaction is first on tap in November, the delay in bringing the refunding bonds to market until January has angered some investors who cannot tender their VRDBs.
Last October Atlanta filed a material event notice on the Municipal Securities Rulemaking Board’s EMMA — the Electronic Municipal Market Access website — announcing the suspension of bondholders’ operational tender rights for the 2003 VRDBs.
The suspension occurred because the liquidity providers for the bonds terminated their agreements after Standard & Poor’s downgraded the insurer, MBIA, to BB-plus from BBB.
The tender rights suspension required the city to pay an additional 2% penalty rate, which is added each time the interest rate is reset.
The material event notice said Atlanta intended to actively pursue refinancing of the bonds but its ability to do so was dependent on various factors, including market conditions.
The city filed a notice on EMMA last November announcing that the bonds would be called, but it was rescinded a month later.
“Typically, if a liquidity facility expires an issuer gets a new one,” said an investor who declined to be named.
The investor complained about never receiving notice that the liquidity facility was about to expire and the length of time it has taken to refund the bonds.
Market experts said that the provision allowing for suspension of bondholders’ tender rights is common, but it is meant to be a temporary solution so the issuer can obtain a new liquidity facility or refinance the bonds in a timely manner.
De Foor said the city disclosed everything in notices to the market, and since the suspension of the tender option there has been a market for the 2003 VRDBs for which the interest rate resets weekly.
The separate financing schedule for the upcoming sale of the new and refunding bonds is based largely on the fact that a number of airport bond deals are expected to be marketed in the last quarter of this year, she said.
Investors holding the 2003 VRDBs will receive all payments while they wait for the refunding deal to be marketed, De Foor said, adding: “The city appreciates and values all investors, and holders of the airport’s bonds are no exception.”
Atlanta last sold bonds for Hartsfield-Jackson in 2004 with the issuance of $128.5 million of general aviation revenue bonds and $235.8 million of bonds backed by passenger facilities charges.
The general aviation revenue bonds are rated A-plus by Fitch Ratings and Standard & Poor’s and A1 by Moody’s Investors Service. The PFC bonds are rated A by Fitch and Standard & Poor’s and A2 by Moody’s.
First Southwest Co. is the city’s financial adviser for the airport deals.
JPMorgan will be the book-runner for the new-money deal, which includes Jackson Securities as co-senior manager and co-managers Bank of America Merrill Lynch, Grigsby & Associates, Jeffries & Co., M.R. Beal & Co., Ramirez & Co., and Wells Fargo Securities.
Citi will be the book-runner for the interest-rate conversion. Loop Capital Markets LLC will be co-senior with co-managers Barclays Capital, Blaylock Robert Van LLC, Cabrera Capital Markets LLC, Rice Financial Products Co., and SunTrust Robinson Humphrey Inc.
Siebert Brandford Shank & Co will be the book-runner on the refunding with Goldman, Sachs & Co as co-seniors and co-managers Estrada Hinojosa & Co., Morgan Keegan & Co., Morgan Stanley, Raymond James & Associates Inc., Terminus Securities LLC, and Sterne, Agee & Leach Inc.