Siebert Williams Shank served as lead manager for the City of Atlanta’s Airport bond transaction which priced on October 15, 2019.

Purpose

Proceeds of the Series 2019E Bonds were used to refund the outstanding Airport General Revenue Bonds, Series 2010A (“GARBs”) and the Series 2019F Bonds were used to refund the outstanding Airport Passenger Facility Charge and Subordinate Lien General Revenue Bonds, Series 2010B (“Hybrid PFCs”).

Security

The 2019E GARBs are secured by a senior lien on Pledged Revenues and the 2019F Hybrid PFCs are secured by a senior lien on PFC Revenues and a subordinate lien on Pledged Revenues. Both series are secured by separate Debt Service Reserve Accounts.

Marketing

SWS developed a slides-only investor presentation which was viewed by 39 different investors, 20% of whom submitted orders. The bonds were pre-marketed on Thursday and Friday (October 10 & 11) and Tuesday morning (October 15) following the Columbus Day holiday with different coupons in order to attract multiple investor types.

Additional Disclosure Requirements

The morning of pricing, the City notified SWS that it had received a non-public letter from the SEC advising them of a “fact-finding inquiry” into certain matters related Atlanta Airport as part of an investigation to determine if there have been any violations of securities laws. This SEC letter had not been disclosed to SWS or the underwriting syndicate during the due diligence session. After significant discussion between SWS, the City/Airport, FAs, and attorneys, it was decided to add disclosure language to all pricing wires to make investors aware of the SEC letter.

Pricing Strategy

Given the Monday Columbus Day holiday and the large calendar for the week totaling $11.5 billion, SWS recommended pricing on Tuesday afternoon (October 15) in order to avoid the heavy deal flow expected to price later in the week.

Given the new disclosure developments related to the City/Airport as well as the slightly weaker tone in the market and investor feedback gathered by SWS during pre-marketing, SWS recommended widening spreads by 1 – 2 bps in 2030 and longer.

Once the pricing wire was released with the disclosure language, many investors that had previously indicated interest in the transaction had to get the Airport’s credit re-approved or elected not to participate. SWS recommended extending the order period by 1 hour in order to give investors time to re-approve the credit. SWS spoke with numerous investors during the order period to help allay any concerns they had in connection with the SEC letter.

Pricing Results

At the end of the order period, SWS had generated $320 million in priority orders, but there were balances totaling $51 million in 2031 and longer. Our underwriters recommended widening spreads by 2 – 5 bps in 2030 and longer and bifurcating the 2034 and 2035 maturities in order to attract buyers for the remaining bonds.

SWS committed to unwrite any unsold balances, which totaled approximately $11 million at re-pricing. Our firm garnered orders from 30 investors—19 of whom did not previously report holding the Airport’s bonds.

Despite the negative effects that the newly disclosed SEC letter had on the transaction, the City was able to generate over $61 million in PV savings (16.9% of refunded par) and achieved a low TIC of 2.19% on the refunding (avg. life of 6.3yrs.).