HomeMy WebLinkAboutFY21-22-BOFA SECURITIES, INC.-39County of Hawaii
Response to Notice to Providers of Professional Services
(HRS 103D-304)
Public Finance Bond Underwriting (FY 2021-2022)
June 30, 2021
BofA Securities, Inc.
333 S. Hope Street, Suite 3820
Los Angeles, CA 90071
BofA SECURITIES Iror
June 30, 2021
Ms, Deanna Sako
Director of Finance
County of Hawai'l
25 Aupuni Street
Hilo, Hawaii 96720
Dear Ms. Sako:
BofA Securities, Inc. (BofA Securities or BofA) is pleased to submit our response to the County of Hawaii's (the County)
Notice to Providers of Professional Services (HRS 103D-304) for Public Finance Bond Underwriting (FY2021-2022). As
discussed herein, we believe there are many factors that distinguish BofA from our competitors, but specific consideration
should be given to the following important areas:
■ Municipal Market Leadership - BofA has ranked as the til underwriter of municipal securities nationally since 2018
with 1,533 senior managed transactions for over $196.9 billion In par amount. Our success in this market is made
possible in large part by the strength of our distribution system - both retail and institutional - as well as our ability and
willingness to use capital to support our clients' offerings in both the primary and secondary markets with over $235.9
billion of total capital and over $9.3 bill',on of excess net capita'. as of March 31, 2021 Importantly, BofA also has been
the "Number One" underwriter in Hawaii since 2018, having senior managed 44 financings for over $6.6 billion.
■ Experience in Hawaii - Over the past 30 years, our finance team has managed more transactions in Hawaii than any
other. We thoroughly understand Hawaii G.O. financing structures and the challenges presented by State law.
Importantly, our team has worked with virtually every municipality within Hawaii, including the County, State of Hawaii
and its various DOTS, City and County of Honolulu, Honolulu Department of Environmental Services, Honolulu Board of
Water Supply, County of Kauai, County of Maui, University of Hawaii, and the Department of Hawaiian Home Lands,
■ Commitment to the County of Hawui, - BofA and our proposed banking team are committed to the County, having
served as senior manager for the County's $50 mliiion G.O. bonds in 2008, $60 million G.O. bonds in 2010, $99 million
G.O. financing in 2013,$235 million G.O. bonds in 2016, 139 million G.O. bonds in 2017, and most recently $77.1 million
G.O. bonds in 2020.
■ Investor Distribution - BofA's distribution network provides access to a broad range of institutional and retail investors,
both nationally and in Hawaii. BofA ma--ntains a significant presence across the State with 56 registered Merrill financial
advisors in 3 retail offices strategically located throughout Hawaii, including Hilo and Kailua-Kona, who manage over
$4.7 billion in assets for Hawaii residents.
We would like to thank you for providing BofA with the opportunity to submit our qualifications. We greatly value our long-
standing relationship with the County, and hope to have the opportunity to work with the County again in the near future.
Please feel free to contact us with any questions
Sincerely,
Frank X. Lauterbur, Managing Director Craig Dussinger, Director
(213) 345-9575 (213) 345-9579
frank.lauterbur@bofa.com craig.dussinger@bofa.com
Effect.ve May 13, 2019, BofA Secur ties, Inc. is the new legal entity for all institutional business previously provided by Merril lynch, Pierce, Fenner & Smith Incorporated
("Merrill"), wh1e the retail brokerage system of Bank of America Corporation ("BAC") continues to operate under Merr,ll- BofA Securities, Inc and Merrill, which are affiliates
within BAC, have enterrd into an exc'usive retail distribution arrangement under which BofA Securities, In may (i) distribute municipal securities to Merrill, which in turn may
distribute those securities to retail nvestors through the retail brokerage network of Merrill, and (ii) compensate Merrill for any bonds it sells
"Bank of America" and 'BofA Securities are the marketing names used by the Global Banking and Global Markets divisions of Bank of America Corporation. Lending, other
commerr al banking act vities, and trading in certain financial instruments are performed globally by banking aff,liates of Sank of America Corporation, including Bank of America,
N.A., Member FDIC. Trad ng in securities and financial instruments, strategic advisory, and other investment banking activities, are performed globally by investment banking
affiliates of Bank of Amer,,a Corporation, including, in the United States, BofA Securities, Inc and Merrill Lynch Professional Clearing Corp., both of which are registered broker-
dealers and Members of SIPC, and, n other jurisdictions, by locally registered entities. BofA Securities, Inc. and Merrill Lynch Professional Clearing Corp are registered as futures
commission merchants with the CFTC and are members of the NFA. References to BofA Securities, Inc. herein refer to the institutional business of Merrill Lynch, Piercy, Fenner
& Smith Incorporated prior to May 13. 2019, and as of that date to BofA Securities, Inc
Table of Contents
Question pue
1. Firm flame and Office Locations....................................................................... .... ,..,........1
2. Nrm Age and Average Number of Employees ............ .................................................. . .. ............3
3_ finance Tern............................................................................................................................3
Q. CliPnt References ................................ . . ................................................. .. . .. ....................6
5. Additional Information .............................,........,,.,.................................... ....,............,.,.T
WE ARE NOT YOUR MUNICIPAL ADVISOR OR FIDUCIARY. BofA Securities, Inc. ("BofA Securities") is providing the
information contained herein for discussion purposes only either as an underwriter or in anticipation of being engaged to
serve as an underwriter. BofA Securities is not acting as your "municipal advisor" within the meaning of Section 15B of the
Securities Exchange Act of 1934, as amended (the "Act"), and does not owe a fiduciary duty to you pursuant to the Act with
respect to the information and material contained in this communication. BofA Securities is either serving as an underwriter
or is seeking to serve as an underwriter on a future transaction and not as a financial advisor or municipal advisor. An
underwriter's primary role is to purchase securities with a view to distribution in an arm's-length commercial transaction
with you and it has financial and other interests that differ from those of yours. BofA Securities is acting for its own interests.
You should discuss any information and material contained in this communication with any and all of your own internal or
external municipal and/or financial, legal, accounting, tax and other advisors and experts, as applicable, to the extent you
deem appropriate before acting on this information or material.
Confidential Notice to Recipient
"Bank of America" and "BofA Securities" are the marketing names used by the Global Banking and Global Markets divisions of Bank of America
Corporation. Lending, other commercial banking activities, and trading in certain financial instruments are performed globally by banking
affiliates of Bank of America Corporation, including Bank of America, N.A., Member FDIC. Equal Housing Lender. Trading in securities and
financial instruments, and strategic advisory, and other investment banking activities, are performed globally by investment banking affiliates
of Bank of America Corporation ("Investment Banking Affiliates"), including, in the United States, BofA Securities, Inc. and Merrill Lynch
Professional Clearing Corp., both of which are registered broker-dealers and Members of SIPC, and, in other jurisdictions, by locally registered
entities.
BofA Securities, Inc. and Merrill Lynch Professional Clearing Corp. are registered as futures commission merchants with the CFTC and are
members of the NFA.
Investment products offered by Investment Banking Affiliates:
Are Not FDIC Insured * May Lose Value * Are Not Bank Guaranteed.
These materials have been prepared by one or more subsidiaries of Bank of America Corporation for the client or potential client to whom
such materials are directly addressed and delivered (the "Company") in connection with an actual or potential mandate or engagement and
may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with us. These materials are
based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or
otherwise reviewed by us. We assume no responsibility for independent investigation or verification of such information (including, without
limitation, data from third party suppliers) and have relied on such information being complete and accurate in all material respects. To the
extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the managements of
the Company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and
forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or,
with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty,
express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon
as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar
with the business and affairs of the Company and are being furnished and should be considered only in connection with other information,
oral or written, being provided by us in connection herewith. These materials are not intended to provide the sole basis for evaluating, and
should not be considered a recommendation with respect to, any transaction or other matter. These materials do not constitute an offer or
solicitation to sell or purchase any securities and are not a commitment by Bank of America Corporation or any of its affiliates to provide or
arrange any financing for any transaction or to purchase any security in connection therewith. These materials are for discussion purposes
only and are subject to our review and assessment from a legal, compliance, accounting policy and risk perspective, as appropriate, following
our discussion with the Company. We assume no obligation to update or otherwise revise these materials. These materials have not been
prepared with a view toward public disclosure under applicable securities laws or otherwise, are intended for the benefit and use of the
Company, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without our prior written consent. These
materials may not reflect information known to other professionals in other business areas of Bank of America Corporation and its affiliates.
Bank of America Corporation and its affiliates (collectively, the "BAC Group") comprise a full service securities firm and commercial bank
engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well
as providing investment, corporate and private banking, asset and investment management, financing and strategic advisory services and
other commercial services and products to a wide range of corporations, governments and individuals, domestically and offshore, from which
conflicting interests or duties, or a perception thereof, may arise. In the ordinary course of these activities, parts of the BAC Group at any
time may invest on a principal basis or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise
effect transactions, for their own accounts or the accounts of customers, in debt, equity or other securities or financial instruments (including
derivatives, bank loans or other obligations) of the Company, potential counterparties or any other company that may be involved in a
transaction. Products and services that may be referenced in the accompanying materials may be provided through one or more affiliates of
Bank of America Corporation. We have adopted policies and guidelines designed to preserve the independence of our research analysts.
These policies prohibit employees from offering research coverage, a favorable research rating or a specific price target or offering to change
a research rating or price target as consideration for or an inducement to obtain business or other compensation. We are required to obtain,
verify and record certain information that identifies the Company, which information includes the name and address of the Company and
other information that will allow us to identify the Company in accordance, as applicable, with the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) and such other laws, rules and regulations as applicable within and outside the United States.
We do not provide legal, compliance, tax or accounting advice. If any person uses or refers to any such tax statement in promoting, marketing
or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the statement expressed herein is
being delivered to support the promotion or marketing of the transaction or matter addressed and the recipient should seek advice based
on its particular circumstances from an independent tax advisor. Notwithstanding anything that may appear herein or in other materials to
the contrary, the Company shall be permitted to disclose the tax treatment and tax structure of a transaction (including any materials,
opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or any nonpublic
commercial or financial information (except to the extent any such information relates to the tax structure or tax treatment)) on and after
the earliest to occur of the date of (i) public announcement of discussions relating to such transaction, (ii) public announcement of such
transaction or (iii) execution of a definitive agreement (with or without conditions) to enter into such transaction; provided, however, that if
such transaction is not consummated for any reason, the provisions of this sentence shall cease to apply.
02021 Bank of America Corporation. All rights reserved. 1/2021
Response to Notice to Providers of Professional Services (HRS 103D-304)
Description of the Firm.
Bank of America Corporation ("Bank of America" or "BAC") is one of the world's leading financial institutions offering
a full range of banking, investing, asset management and other financial and risk management products and services.
Bank of America is a global leader in wealth management, corporate and investment banking and trading across a
broad range of asset classes — serving individuals, small and middle market businesses, large corporations and
institutions (including our municipal clients) around the world.
BofA Securities is the brand name for the institutional businesses conducted through the broker-dealer BofA
Securities, Inc. ("BofA Securities" or "BofA"). BAC's retail brokerage system operates under Merrill Lynch, Pierce,
Fenner & Smith, Incorporated ("Merrill") and BAC's commercial banking services are provided by our affiliate, Bank
of America, N.A. ("BANA"). As of May 2019, BofA is the successor entity for the institutional business of Merrill,
which was incorporated in Delaware in 1958 and was a municipal broker-dealer for approximately 60 years. Any
historical information provided in our response that predates May 2019 relates to Merrill as the predecessor entity.
BofA Securities and Merrill, which are affiliated indirect subsidiaries of BAC, have entered into an exclusive retail
distribution arrangement that enables Merrill to distribute certain new issue municipal securities underwritten by
or allocated to BofA and BofA will share with Merrill a portion of the fee or commission paid to BofA. Merrill
continues to operate our storied retail brokerage system, while BofA is the broker-dealer of record for municipal
banking and underwriting services. On the commercial banking side, BANA has long been an active lender to
municipalities, including financing the Golden Gate Bridge in the 1930s in the midst of the economic depression.
Merrill's wealth management businesses, with over 13,000 retail financial advisors and client balances of
approximately $3 trillion, provide tailored solutions to meet our retail clients' needs through a full set of financial
advisory services including investment management, banking, trust and retirement products via two primary
businesses: Merrill and Bank of America Private Bank.
Credit Ratings.
In the table below we provide the ratings of Bank of America Corporation as well as Bank of America, N.A., the legal
counterparty for all credit products (letters of credit and liquidity facilities) and swap transactions entered into by
our firm. BofA Securities, Inc. ("BofA"), the broker-dealer through which we execute municipal underwritings,
currently carries the same ratings as Bank of America, N.A. (but is not rated by Moody's).
CURRENT CREDIT RATINGS
�Y. Bank of America Corporation _ Bank of America, N.A.
Moody's S&P Fitch Moody's S&P���.Fitch
Long -Term A2 A- AA- Aa2 A+ AA
Short -Term P-1 A-2 F1+ P-1 A-1 Fl+
Outlook Stable Positive Stable Stable Positive Stable
Note: Ratings as of 617121
Municipal Banking and Markets.
BofA Securities' Municipal Banking and Markets group ("MBAM") is a fully integrated division that includes public
finance investment banking, sales, trading, underwriting, and municipal credit products provided through BofA, as
well as commercial bank credit products and public sector commercial banking services offered through Bank of
America, N.A. ("BANA"). This single, coordinated business unit provides our municipal clients with a central platform
fortheir capital raising, credit and treasury needs. With all municipal business lines reporting to the same leadership,
our public finance banking team is able to provide the County with broad access to market information, facilitate
quick responses to changing market conditions, and assist the County in achieving its financing objectives in the
context of current investor demand. This consolidated business model has led to our #1 ranking as underwriter of
municipal bonds in each of the last eleven years, most recently in 2020.
Investment banking coverage will be coordinated and led from RoWs Los Angeles office, supplemented with
additional banking, underwriting, sales and trading professionals in our San Francisco, New York and Honolulu
offices. The addresses for these offices are provided below.
LOS ANGELES OPNCE NEW YORKOFFICE SAN FRANCISCO•HONOLULU OFFICE
333 S. Hope St., Ste. 3820 One Bryant Park, 121r Floor 555 California St., Ste. 1160 1003 Bishop St. Pauahi Tower
Los Angeles, CA 90071 New York, NY 10036 San Francisco, CA 94104 Honolulu, H 196813
Pagel BofA SECURITIES ���
Bank of America has an expansive global footprint, serving clients through operations in over 40 countries. Of
relevance to the County, a complete list of our 2,400+ nationwide Merrill Lynch offices can be accessed via the
following link: https://www.fa.ml.com/find-an-advisor/#byoffice?modal=findbranch.
Our Bank presence in the United States also includes approximately 1,009 retail banking offices and over 16,000
ATMs and can be accessed by the following link: httos://Iocators.bankofamerica.com/.
Through our Bank of America, N.A. affiliate, the legal counterparty for the majority of our credit products and all
swap transactions entered into by BofA, we are a leading credit/liquidity provider. In addition, and depending upon
structure, at times we utilize other Bank of America Corporation affiliates to book credit products; these affiliates
include Banc of America Preferred Lending Corporation and Banc of America Specialized Lending Corporation. Our
credit team has an extensive track record of providing flexible and cost-effective on -balance sheet credit for
government agencies, including liquidity facilities, letters of credit, direct purchases, loans, leases, and a multitude
of other credit related products and services. Examples applicable to the County include:
■ Provide flexible interim/CP-like solutions without enhancement/remarketing costs
■ Privately place moderately sized tax-exempt, AMT and taxable transactions with low cost of issuance
■ Taxable advance refundings and tax-exempt forward refundings well in advance of first call dates/non-callable
debt
In addition to the Bank's long-standing leading role in the provision of traditional credit products, we have developed
a number of innovative on -balance sheet products that can be alternatives or supplements to traditional variable
rate/commercial paper programs and their related bank facilities, including direct purchase index floaters, revolving
credit facilities, and private placement options.
The Bank is also very active in the energy and equipment leasing space through Bank of America Public Capital Corp
("BAPCC"), a wholly-owned subsidiary of Bank of America N.A. We have purchased five such leases on behalf of the
State in recent years.
Hawaii Presence
BofA's resource and economic commitment to Hawaii extends back to the 1960's, when the Firm opened its first
Hawaii office in downtown Honolulu. Today, Merrill employs 89 Hawaii residents, including 56 retail financial
advisors and three institutional advisors in our Honolulu, Hilo and Kailua-Kona offices:
HAWAII OFFICES HONOLULU•
Location 1003 Bishop Street 1437 Kilauea Ave 78-6831 Alii Dr # 7A
Honolulu, Hawaii 96813 Hilo, Hawaii 96720 Kailua Kona, Hawaii 96740
Employees 78 6 5
ML Financial Advisors 51 2 3
Office Opened 1969 1974 1988
The Bank and its subsidiaries have been active supporters of local charities, charitable events and non-profit
organizations in Hawaii. Our notable achievements since 2014 include:
• $152,000 donated by local employees to the local chartable organ;zations with $136,000 addition by the firm
• 5,700 volunteer hours for maximum ;mpact in local communities
• Bank of America provided $172 million home loans to Hawaii customers
• $47 million in credit to small businesses in Hawaii
• $412 million in loans to commercial businesses
Local charities supported by BofA and our employees include:
Adult Friends For Youth
Equine 808 Horse Rescue Family
After -School Ali -Stars Hawaii
Programs Hawaii
Ahahui Malama I Ka Lokahi
Friendship Homes And Schools
American Diabetes Association
Hawaii Community Foundation
Big Brothers Big Sisters Hawaii Inc
Hawaii Symphony Orchestra Inc
Boy Scouts of America Aloha Council
Hawaiian Humane Society
Boys And Girls dub Of Hawaii
Hawaiian Mission Children's Society
Brigham Young University -Hawaii
Hawaiian Music And Dance Found
The Caregiver Foundation
Honolulu Academy Of Arts
Chaminade University Of Honolulu
Leukemia & Lymphoma Society Inc
Conservation Council For Hawaii
Make A Wish Hawaii Inc
Diamond Head theatre
Maui Food Bank Inc
Maui Memorial Medical Ctr Found Inc
Mohala Pua School
Pacific Whale Foundation
Peaches Kokua Hui
The Queen's Health Systems
Saint Louis School
Shriners Hospitals For Children
Special Olympics Hawaii Inc
Surfrider Spirit Sessions
Tri -Isle Resource Cons & Devel Council
University Of Hawaii Foundation
Waikiki Health Center
Page BofA SECURITIZES ����
1. Firm Age and Avera a Number o Em to ees
Firm Age
The heritage of Bank of America and its legacy institutions can be traced back nearly as far as our nation's founding.
For over 100 years, Bank of America has helped create opportunity and fuel economic growth by investing in the
people, neighborhoods, institutions, and industries that have built and advanced America. As mentioned previously,
our Municipal Banking and Markets Group operates under the broker-dealer BofA. BofA is the successor entity for
the institutional business of Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill") which was incorporated
in Delaware in 1958 and was a municipal broker-dealer for approximately 60 years. Merrill continues to operate our
storied retail brokerage system, while BofA is the broker-dealer of record for municipal banking and underwriting
services. On the commercial banking side, BANA has long been an active lender to municipalities, including financing
the Golden Gate Bridge in the 1930s in the midst of economic depression.
Number of Employees.
With approximately 212,000 employees worldwide (as of 4 l Quarter 2020), the Bank ranks as one of the largest
securities firms in the world. Our activities include domestic and international investment banking, project financing,
derivative structuring, institutional marketing, economic forecasting, leasing, money markets, and sales and trading
of corporate, U.S. government, and municipal securities. BAC's historical headcount figures over the past five years
are presented in the following table.
(As of December 31) 2016 2017 2018 2019 2020 Avg. (16-201 _
Total Employees 215,000 208,000 204,489 208,000 212,000 209,498
3. Finance Team
BofA's proposed finance team is summarized in the graphic below. The core finance team will participate in all
financings proposed by the County while specialty bankers will contribute on an "as needed" basis. Please note, our
core banking personnel maintain all required and applicable licenses and registration to conduct securities related
business in Hawaii and nationally. Also, provided on the following page, is BoWs deep bench of specialty banking,
underwriting, trading and marketing professionals, as well as our in-house credit team.
The proposed BofA finance team
offers the County many years of
experience working with Hawaii
municipalities. In fact, for nearly
three decades, our finance team
has managed more transactions
in Hawaii than any other. Frank
Lauterbur, Managing Director,
has over 30 years of experience in
public finance and has been
covering Hawaii issuers for his
entire career. Mr. Lauterbur will
serve as the County's lead banker
Grace Gowen leM Mattis Brandi Harkins
and primary contact. He is Co -
Hl Retail Marketing Hl Trading specialist Hl Trading
Head of our Western Region
group and a member of the Public Finance Group's banking management committee. Mr. Lauterbur will be directly
available throughout all aspects of the transaction from kick-off to closing, including conference calls, rating agency
presentations, and investor meetings. Craig Dussinger, Director, will serve as co -lead banker and lead the execution
efforts for the County. Mr. Dussinger has spent his entire career working in Hawaii, and will continue to make the
County his top priority. Mr. Dussinger has recent experience senior managing sizable G.O. financings for the County
of Hawaii, City and County of Honolulu and the State of Hawaii. Brad Gewehr, Senior Vice President, will assist in
any credit analysis and rating agency strategy for the County. Mr. Gewehr was a former Managing Director at
Moody's, and he will be available to assist the County with rating presentations and credit strategy. Mr. Gewehr also
is our national pension and OPEB specialist. Holly Vocal, Managing Director, will provide senior banking and
execution support. Ms. Vocal has experience working with the County. Kirubiel Ayele and Katy Liu, both Associates,
will provide day-to-day transaction execution and quantitative support. Additionally, Justin Kaneko, analyst, will
provide further banking support. Mr. Kaneko was born and raised in Hawaii on the island of Oahu.
Page BofA SECURITIES ���
Frank Lauterbur
Managing Director (M
pay Duaaleger
Dlreclor (L6)
Bred Gewehr
Senior Vert President (NY)
Primary Contact & lead Banker
Co -Lead Banker
Lead Credit Specialist
(3$ years experience)
26 years experience)
(38 years experience)
HoIIYVocal
Kimble$Ayele Katy Liu
Justin Kaneko
Managing Director(SF)
Associate ILA) AssocratefJA)
Analyst ([A)
Transaction Banker Quamk2tiveand Execution Banker Cuamitativeand Execution banker Support Banker
116yearsexperience)
(6yearsexperience) IS years experience)
IIyear expenence)
sM
Underting
Brendon Troy
Dave Andersen
Thomas Murray
Managing Director ()Vv)
Monaoing mertor(NY)
Direcror(NY)
Lead Fbed Rate Underwriter
Secondary Fixed Rate Underwriter
Lead Variable Rate Underwriter
(2o years experience)
(38 years experiencel
03 Years experience)
Ratan Markning b7reding
Dire[tor(SFJ
DirecrorlLAJ
Vice PresidrntlLAl
[3byears experience)
(27 years experience)
R3 Years experience)
serve as the County's lead banker
Grace Gowen leM Mattis Brandi Harkins
and primary contact. He is Co -
Hl Retail Marketing Hl Trading specialist Hl Trading
Head of our Western Region
group and a member of the Public Finance Group's banking management committee. Mr. Lauterbur will be directly
available throughout all aspects of the transaction from kick-off to closing, including conference calls, rating agency
presentations, and investor meetings. Craig Dussinger, Director, will serve as co -lead banker and lead the execution
efforts for the County. Mr. Dussinger has spent his entire career working in Hawaii, and will continue to make the
County his top priority. Mr. Dussinger has recent experience senior managing sizable G.O. financings for the County
of Hawaii, City and County of Honolulu and the State of Hawaii. Brad Gewehr, Senior Vice President, will assist in
any credit analysis and rating agency strategy for the County. Mr. Gewehr was a former Managing Director at
Moody's, and he will be available to assist the County with rating presentations and credit strategy. Mr. Gewehr also
is our national pension and OPEB specialist. Holly Vocal, Managing Director, will provide senior banking and
execution support. Ms. Vocal has experience working with the County. Kirubiel Ayele and Katy Liu, both Associates,
will provide day-to-day transaction execution and quantitative support. Additionally, Justin Kaneko, analyst, will
provide further banking support. Mr. Kaneko was born and raised in Hawaii on the island of Oahu.
Page BofA SECURITIES ���
Brendan Troy, Managing Director, will serve as lead municipal underwriter, managing the pricing and underwriting
of the County's fixed rate bonds. Mr. Troy was the lead underwriter for the County's 2008, 2010, 2013, 2016, 2017,
and 2020 G.O. financings. Dave Andersen, Managing Director, will provide additional fixed rate underwriting
support. Thomas Murray, Director, manages BoWs remarketing book and will serve as the lead underwriter for any
short-term variable rate transactions Grace Gaoaen, Director, will provide overall retail marketing guidance from
our San Francisco trading desk. Brandi Harkins, Vice President, and Jeff Harris, Director, will provide retail marketing
and trading guidance from our Los Angeles municipal markets desk.
Resumes for these professionals are provided below.
Page 8ofA SECURITIES ����
Role: Primary Contact and Lead Banker - Responsible for providing day to day banking
Frank Lauterbur
MwrioE precwr A. CaheRd ofwamm Room
coverage and resource management for the County
Txls.30e51S
Number and Amount of Financings: Senior managed 210 Hawaii financings for over $40 0
Irr.k
bi l:on
Ed_dm M•O++Inrulhrdkee
hie►
Related Ex erienc : Mr. Lauterbur has over 35 years of experience working with western
FINK. ser*. T. ss md0
region municipalities and especia ly Hawa.i clients. He serves as Co -Head of Western Region
Aknr+A fYdaeeM
e.rA SECURITIES 1
Public Finance fur BofA. His extens-ve Hawaii experience includes senior managed
transactions for the County in 2006, 2010, 2013, 2016, 2017 and 2020, State of Hawaii (GO ,
COPS and QSCBs), inc'uding the State's General Obligation Bonds of 2009, 2011, 2012, 2013,
2014, 2015, 2016, 2017, 2018, 2019 and 2020, Harbors Divisbri, Airports Division, Highways
Division, University of Hawaii, Department of Hawaiian Home Lands, Hawaii Housing
F;nance and Development Corporation, Hawaii Community Development Authority, Mid
Pacific Institute, Chaminade University, City and County of Honolulu, Honolulu Board of
Water supply, County of Kauai, and County of Maui. For these clients and others, he has
executed a wide spectrum of st•uctures and credits includ ng G.O.s, COPS/lease revenue
bonds, pension obl gat'on bonds, transpnsrtation (airports, ports and highways), water and
sewer and special assessment bonds. He also has served as a ead banker for the states of
California, New Mexico and Arizona, the Government of Guam and the Counties of Los
Angeles and San Diego.
Role: Co -Lead Banker - Responsible for leading day -today execution of all financings.
Craig Dussinger
Number and Amount of FinancinCs: 103 transactions for Hawaii clients with a total par
] kreaor
veto,
Ii 3.34s.ssn
amount over $29.1 billion.
-4go 1,W~-
Reloted Experience: Mr. Clussinger has 16 years of experience in municipal finance, including
EA -11-
12 years at BofA. Mr. Dussinger will lead the day -today deal execution for the County. His
nN1A S-7, s3+nd s3
Hawaii experience includes financings for the County in 2008, 2010, 2013, 2016, 2017 and
wr+ERrah..d
6ofA SECURITIES
2020, State of Hawaii, including the State's General Obligation Bonds of 2009, 2011, 2012,
2013, 2014, 2015, 2016, 2017, 2018, 2019 and 2020, Airports Div:sion, Harbors Division,
University of Hawaii, Department of Hawaiian Home Lands, Mid -Pacific Institute,
Chaminade University, City and County of Honolulu, Honolulu Board of Water Supply,
County of Kauai and County of Maui. Mr. Dussinger also covers high profile clients such as
the Ports of Los Angeles and Long Beach, the State of New Mexico, the New Mexico DOT
and the Colorado DOT. Mr. Dussinger is also closely involved with the financial modeling for
the Honolu u High Capacity Transit Corridor Project (Rail System). He assisted with the
original mode that was submitted and approved by the FTA.
Role: Lead Credit Specialist - Responsible for assistance with credit analysis, rating
Brad Gewehr
Seriur vita Preddent
presentations and investor relations.
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m+e.Ya+reeer.=rm
billion.
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Related Experience: Mr. Gewehr joined aofA's Municipal Products Group to provide
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mun+c pal credit expertise to our West Coast clients. Prior to joining BofA, he was with UBS
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Fiore SECURITIES '/
where he was the head of their municipal credit strategies group and worked closely with
Mr. Lauterbur n Hawaii for over 17 years. He has assisted numerous municipal water utility
clients and general fund (G.O. and lease revenue) issuers on credit analyses and strategies.
Additionally, Mr. Gewehr spent many years at Moody's as a Managing Director where he
supervised a staff of analysts responsible for assigning and maintaining ratings on municipal
tax -backed, utility revenue, and lease credits in 26 states.
Role: Senior Banking Support
Holy vocal
Number and Amount of Financings 7 senior managed Hawaii financings for over $1.3
Ma Agin$ Grww
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billion.
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Related Experience- Ms. Vocal joined BofA in January 2019, after working for 5 years at
Eenu1W�.N �MArlrYlYOI C+LForM+Re �e+• ,
Stifel With over 16 years of experience in the industry, Ms. Vocal has worked on senior
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managed transact ons for municipalities across the West Coast. Her experience includes
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fixed and var able rate transactions, as well as different types of debt financings such as
general obligation bonds, revenue bonds, and lease revenue/COPS. Her Hawaii experience
ncludes serving as project banker on County of Hawaii 2016 and 2017 GO Bonds (at her
prior firm) and lead banker the 2017 Hawaii Department of Hawaiian Homelands $46
Page 8ofA SECURITIES ����
larubiel Ayele
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Justin Kaneko
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Brendan Troy
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million COPS and Revenue Bonds (at her pr;or firm). Most recently, Ms. Vocal served as
senior banker on the 2020 County of Hawaii and 2021 County of Kauai financings.
Role: Analytical and Quantitative Analysis — Responsible for providing additional
transaction support.
Number and Amount of Financings: 21 senior managed Hawaii financings for over $9.0
billion.
Related Experience: Mr Ayele joined BofA full time in 2015. Since joining our team, Mr.
Ayele has worked in various bond issues for states across the western region including the
State's General Obligation Bonds of 2015, 2016, 2017, 2018, 2019 and 2020, as well as
financings for Harbors Division, Airports 0 vision, University of Hawaii, County of Kauai and
County of Hawaii. He a so provided execution support for the City and County of Honolulu's
most recent G.O. and Wastewater Revenue Bond financings as well as the Honolulu Board
of Water Supply's 2020 Bond f nancing. Prior to joining BofA, he worked in the investment
services industry at Northwestern Mutual specializing in deal execution and asset
_management
Role: Analytical and Quantitative Analysis — Responsible for providing additional
transaction support.
Number and Amount of Financinas. 15 senior managed Hawaii financings for over $5.1
billion.
Related Experience. Ms. t u joined BofA's Western Region group in the summer of 2016.
Ms. Liu's public finance experience includes recent transactions for the State's 2017,1018
and 2019 General Ob igation Bond financings She also provided execution support for the
City and County of Honolulu's most recent G.O. and Wastewater Revenue Bond financings
as well as the Honolulu Board of Water Supply's 2020 Bond financing. In addition, her west
coast experience Includes transactions for the Bay Area Toll Authority, Bay Area Rapid
Transit District, the Department of Water and Power of the City and County of los Angeles,
among other West Coast financings.
Role: Support Banker — Responsible for providing additional transaction support.
Number and Amount of Financings: 10 senior managed Hawaii financings for over $2.2
billion.
Related Exagrier±ce. Mr. Kaneko, who was born and raised in Hawaii, joined Bol A's Western
Region group n the September of 2020 after being an intern in 2019. Since joining, Mr.
Kaneko's publ.c finance experience includes financings For the State of Hawaii, University of
Hawaii, City and County of Honolulu, County of Hawaii, County of Kauai, Honolulu Board of
Water Supply, City of los Angeles, C.ty of Anaheim, City of Modesto, Duarte Unified School
District, and Cucamonga Valley Water District.
Role- lead Fixed Rate Underwriter— Responsible for fixed rate issue pricing, underwriting
and syndicate management for the County
Number and Amount of financings: Over 1,300 senior managed national financings for over
$270 billion, 87 senior managed Hawaii financings for over $20 billion.
Related Experience: Mr. Troy has 20 years of experience in both the underwriting of fixed
rate and variable rate securit es at BofA His recent experience for the State of Hawaii
includes the State's General Obl'gation Bonds of 2011, 2012, 2013, 2014, 2015, 2016, 2017,
2018, 2019 and 2020, Airports D,vision's 2017 and 2019 CFC Bonds, Harbors Division's 2010
and 2020 Harbor System Revenue Bonds, the State's $32.0 million Qualified School
Construction Bond issue Series DS of 2009, $293.68 million Series DT -DW refunding bonds
of 2009 and $41.12 mil ion Series 2009A COPS. Also recently, Mr. Troy senior managed the
City and County of Honolulu's Series 2020 General Obligation Bond and Water issues, as
well as the County of Hawaii's 2012, 2016 & 2017 General Obligation bond issue. Mr. Troy's
clients throughout the west also include the State of California, State of New Mexico, State
of Washington. Government of Guam, Los Angeles County and San Diego County Regional
Role: Manager of National Sales, Trading and Underwriting — Responsible for overall
management of national marketing, prirng and underwriting of the County s bonds.
Number andAmount of Financinas. Over 1,400 senior managed national financings for over
$270 billion, 45 senior managed Hawaii financings for over $6.5 billion.
Related Experience: Mr. Andersen has been the lead underwriter for over $6 billion of
Hawaii bond issues. He specializes in general obligation, housing, healthcare, and
transportation financings Mr Andersen's Hawaii clients include the State of Hawaii,
University of Hawaii, City and County of Honolulu, State of Hawaii, Hawaii Department of
Transportation, Hawai Housing and Community Development Corporation, County of
Kauai, and County of Maui Mr. Andersen has 35 years of experience in the sales, trading,
and underwriting of competitive and negotiated issues at BofA.
Page BofA SECURITIES ���
Grace Gaoaen
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Jeff Harris
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4. Client References
Role: Retail Marketing Specialist — Respons:ble for Hawai retail marketing from our San
Francisco desk
Number and Amount of Financings - 200+ senior and co -managed transactions for over $25
billion.
Related Experience: Grace has over thirty years of munic pal bond experience with the
follow ng firms: Morgan Stanley & Co, Thomson McKinnon Securities, A. G. Edwards &
Sons, Piper Jaffray & Company and BofA. Her experience encompasses the trading,
underwriting and marketing of mun,c pa securities primarily for retail sales. She joined the
Public Finance Group at the BofA Merrill Lynch In October 2005 where she uti ized her
extensive experience working with retail sales to grow that business In addition to Hawaii,
her terr;tory has expanded to cover the retail salesforce in the states of Oregon and Nevada.
Role- Hawaii Trading Specialist — Responsible for California trading from our Los Angeles
desk.
Number and Amount of Financings: Mr Harr s typically makes up to 1,000+ trades per week
for a tota of approximately $60 million
Related Experience Mr Harris has 28 years of public finance experience. His extensive
exper ence includes areas In trading, marketing, and underwriting. Prior to joining Merrill
Lynch', he managed the west coast regions; trading desk for A.G. Edwards Additionally, Mr.
Harris served as underwr,ter on over 60 negotiated financings In his 3 years tenure at
Southwest Securit es
Role, Hawaii Trading Specialist — Responsible for retail secondary market trading from our
Los Angeles desk.
Number and Amount of Financings: Ms Harkins typically makes up to 1,000+ trades per
week for a total of approximately $56 mil ion.
Related Experience: Ms. Harkins is a 24 -year veteran of the Los Angeles trading desk. She
has extensive experience trading Hawaii bonds in the secondary market and will provide
key pricing feedback for BoWs underwriting efforts for the County.
BoWs strength in the municipal market is not only evident in Baur firm's strong rankings, but also in the strength of
our relationships with our issuer clients. We have provided below the requested references and encourage the
County to contact any or all of these references for first-hand commentary on the ability of BofAto meet the County's
financing needs as well as our banking team's leadership in managing transactions. We are confident that each will
attest to our commitment and the high level of service that we provide on a continual basis.
Relevant Financings and Services
City and County of Honolulu
Rale: Lead Municipal Money Markets Underwriter
Thomas Murray
Number Amount of Financings: Over 50 senior managed national financings for over $9
okww
and
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billion.
Services
Related Experience Mr. Murray is responsible for our Municipal Money Markets desk. Prior
Edwuan B�wUk1 q
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to join ng the short-term underwriting desk, Mr. Murray was in long-term sales and
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municipal marketing, covering financial advisors. Mr. Murray has over 10 years of sales and
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aofA SECV X17145 'moi
trading experience at BofA He recently led the effort of commercial paper issuance for the
E-mail: andy.kawano@honolulu.gov / mokeefe@honolulu.gov
City and County of Honolulu.
Grace Gaoaen
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Jeff Harris
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Brand! Harkins
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4. Client References
Role: Retail Marketing Specialist — Respons:ble for Hawai retail marketing from our San
Francisco desk
Number and Amount of Financings - 200+ senior and co -managed transactions for over $25
billion.
Related Experience: Grace has over thirty years of munic pal bond experience with the
follow ng firms: Morgan Stanley & Co, Thomson McKinnon Securities, A. G. Edwards &
Sons, Piper Jaffray & Company and BofA. Her experience encompasses the trading,
underwriting and marketing of mun,c pa securities primarily for retail sales. She joined the
Public Finance Group at the BofA Merrill Lynch In October 2005 where she uti ized her
extensive experience working with retail sales to grow that business In addition to Hawaii,
her terr;tory has expanded to cover the retail salesforce in the states of Oregon and Nevada.
Role- Hawaii Trading Specialist — Responsible for California trading from our Los Angeles
desk.
Number and Amount of Financings: Mr Harr s typically makes up to 1,000+ trades per week
for a tota of approximately $60 million
Related Experience Mr Harris has 28 years of public finance experience. His extensive
exper ence includes areas In trading, marketing, and underwriting. Prior to joining Merrill
Lynch', he managed the west coast regions; trading desk for A.G. Edwards Additionally, Mr.
Harris served as underwr,ter on over 60 negotiated financings In his 3 years tenure at
Southwest Securit es
Role, Hawaii Trading Specialist — Responsible for retail secondary market trading from our
Los Angeles desk.
Number and Amount of Financings: Ms Harkins typically makes up to 1,000+ trades per
week for a total of approximately $56 mil ion.
Related Experience: Ms. Harkins is a 24 -year veteran of the Los Angeles trading desk. She
has extensive experience trading Hawaii bonds in the secondary market and will provide
key pricing feedback for BoWs underwriting efforts for the County.
BoWs strength in the municipal market is not only evident in Baur firm's strong rankings, but also in the strength of
our relationships with our issuer clients. We have provided below the requested references and encourage the
County to contact any or all of these references for first-hand commentary on the ability of BofAto meet the County's
financing needs as well as our banking team's leadership in managing transactions. We are confident that each will
attest to our commitment and the high level of service that we provide on a continual basis.
Relevant Financings and Services
City and County of Honolulu
General Obligation Bonds
Department of Budget & Fiscal Services
Index Floating Rate Bonds
Mr. Andrew T. Kawano / Mr. Michael O'Keefe
Water & Wastewaterm Revenue Bonds
Director of Budget and Finance/Deputy Director of fnvironmcr
& RZE
BABs & ZErroi DBS
Services
Solid Waste (H -Power)
530 South King Street, Room 208
Private Activity Bonds
HI 96813
onolulu, H
onolul
Tax -Exempt Commercial Paper
Tel: (808) 01 (8081768 3475
Lines of Credit & Treasury Securities Provider
E-mail: andy.kawano@honolulu.gov / mokeefe@honolulu.gov
State of Hawaii
General Obligation Bonds
Mr. Rod Becker
Certificates of Participation
Administrator
Qualified School Construction Bonds
250 South Hotel St., Room 302
Airport System Revenue Bonds
Honolulu, Hawaii 96813
Highways System Revenue Bonds
Page $ofA SECURITIES ��ll
HAWAII REFERENCES
Client Information
Relevant Finandrip and Services
Phone: 808-5861612
Harbors System Revenue Bonds
E-mail: roderick.k.becker@hawaii gov
Treasury Securities Provider
Honolulu Board of Water Supply
&ENIOR MANAGED HAWAII FINANCING
Mr. Ernest Lau / Mr. Joseph Cooper
One" ranked senior manager of Hawaii financings since 2018. As
Manager & Chief Engineer/ Waterworks Controller
Water System Revenue Bonds
630 Beretania Street
Private Activity Bonds
Honolulu, HI 96843
State Revolving Fund Loans
Tel: 808-748-5061 / (808) 748-5105
E-mail: etau@hbws.or / jcooper@hbws.org
E,arg,"Stanley � u s1,�eo
University of Hawaii
Since the beginning of 2010, BafA has served as senior underwriter
Mr. Kalbert Young
University Bonds (Tobacco Settlement
WP for Budget and Finance and CFO
Receipts Pledge)
2444 Dole Street, Bachman 202
University System Revenue Bonds
Honolulu, HI 96822
(Including Cigarette Tax Pledge)
Tel: 808-956-8903
E-mail: kalbert@hawaii.edu
and other local issuers across the State in both negotiated and
New Mexico Finance Authority
Michael Zavelle
Source. securities Data Company.
Chief Financial Strategist
team has served as senior manager for issuers throughout Hawaii,
207 Shelby Street
Transportation Revenue Bonds
Santa Fe, New Mexico 87501
Public Project Revolving Fund Revenue Bonds
Tel: 505-984-1454
since 2010.
E-mail: mzavelle@nmfa.net
Sale Date Description
5. Additional Information
Commitment to the Hawaii Market
As illustrated in the ranking chart to the right, BofA is the "Number
&ENIOR MANAGED HAWAII FINANCING
EXPERIENCE
One" ranked senior manager of Hawaii financings since 2018. As
January IL, 2018 toZ021YM
noted earlier, we believe this record is a testament to the dedication
of our Hawaii team at both the senior and junior levels.
{nrA SECURITIES
E,arg,"Stanley � u s1,�eo
Since the beginning of 2010, BafA has served as senior underwriter
on over $24.7 billion in financings for Hawaii issuers, including the
recent Hawaii County General Obligation issuance in October of
2020. Our underwriting desk has consistently supported the County
and other local issuers across the State in both negotiated and
ShfEi �'Sl#
competitive bond sales. In addition to the County, our financing
Source. securities Data Company.
team has served as senior manager for issuers throughout Hawaii,
Note. Rankings reflect true ecaxmes.
ofissues PoramountinmINfts
Figures within bars denote number
including, State of Hawaii, City and County of Honolulu, County of Kauai, University of Hawaii
and Honolulu Water
Supply Board. Below we provide detailed deal list for Hawaii transactions
since 2010.
Sale Date Description
TBD` State of Hawaii Airport System Revenue Bonds
TBD
Neg. Co -Senior
TBD` State of Hawaii General Obligation Bonds
TBD
Neg. Senor
TBD' City and County of Honolulu General Obligation Bonds
TBD
Neg. Senor
05/26/21 State of Hawaii Highway System Revenue Bonds
137,205,000
TE Co-Senwr
03/23/21 Kauai Co -Hawaii General Obligation Bonds
28,560,000
TE / TX Senior
03/09/21 Honolulu Water Supply Board Water System Revenue Bonds
93,535,000
TE / TX Senior
12/15/20 Honolulu City & Co -Hawaii Wastewater System Rev Bonds
273,670,000
TE / TX Senior
11/19/20 State of Hawaii Harbor System Revenue Bonds
266,550,000
TE / TX Senior
10/21/20 State of Hawaii General Obligation Bonds
1,147,555,000
TE / TX Senior
10/15/20 Hawaii Co -Hawaii General Obligation Bonds
77,135,000
TE / TX Senlor
10/14/20 Univ of Hawaii Board of Regents University Revenue Bonds
217,165,000
TE / TX Senior
10/07/20 State of Hawaii Airport System Revenue Bonds
582,490,000
TE / TX Co -Senior
08/05/20 State of Hawaii General Obligation Bonds
995,000,000
TE / TX Senior
07/22/20 Honolulu City & Co-Hawali General Obligation Bonds
346,335,000
TE / TX Senior
03/11/20 Honolulu Water Supply Board Water System Revenue Bonds
106,635,000
TE / TX Senior
02/12/20 Honolulu City & Co -Hawaii General Obligation Bonds
295,225,000
TE Senior
10/23/19 Honolulu City & Co -Hawaii Wastewater System Revenue Bonds 496,910,000
TE / TX Senior
Pagel BofA SECURITIES ���
Sale Date
Description
Par Amount
Tax Status
Role
09/25/19
Hawaii Electric Company
Special Purpose Revenue Ref Bonds
80,000,000
AMT
Senior
08/14/19
State of Hawaii
Airports System CFC Rev Bonds
194,710,000
TX
Senior
08/07/19
Honolulu City & Co-Hawaii
General Obligation Bonds
548,945,000
TE / TX
Senior
07/10/19
Hawaii Electric Company
Special Purpose Revenue Ref Bonds
150,000,000
TE
Senior
02/06/19
State of Hawaii
General Obligation Bonds
575,000,000
TE
Senior
01/23/19
Honolulu City & Co-Hawaii
General Obligation Bonds
250,025,000
TE
Senior
09/18/18
Maui Co Hawaii
General Obligation Bonds
106,315,000
TE
Senior
08/15/18
Honolulu City & Co-Hawaii
General Obligation Bonds
468,470,000
TE / TX
Senior
08/09/18
State of Hawaii
Airport System Revenue Bonds
414,685,000
TE / AMT
Co-Senior
03/07/18
Hawai Pac.fic University
Special Purpose Revenue Ref Bonds
33,915,000
TE
Senior
01/3418
State of Hawaii
General Obligation Bonds
775,000,000
TE / TX
Senior
01/24/18
Honolulu City & Co-Hawaii
Wastewater System Revenue Bonds
324,745,000
TE / TX
Senior
12/14/17
Univ of Hawaii Board of Regents
University Revenue Bonds
110,795,000
TE / TX
Co-Senior
10/18/17
Kauai Co-Hawaii
General Obligation Bonds
24,015,000
TE
Senior
0/06/17
Honolulu City & Co-Hawali
General Obligation Bonds (FRNs)
350,000,000
TE
Senior
08/16/17
Honolulu C-ty & CO-Hawaii
General Obligation Bonds
416,670,000
TE / TX
Senior
07/12/17
State of Hawaii
Airports System CFC Rev Bonds
249,805,000
TX
Senior
06/20/17
Hawaii Co-Hawali
General Obligation Bonds
139,895,000
TE
Senior
06/15/17
Hawaii Electric Company
Special Purpose Revenue Bonds
265,000,000
AMT
Senior
05/10/17
State of Hawaii
GO & Refunding Bonds
854,755,000
TE / TX
Senior
10/05/16
Honolulu City & Co-Hawaii
General Obligation Bonds
378,805,000
TE/TX
Senior
09/29/16
State of Hawaii
GO & Refunding Bonds
782,005,000
TE / TX
Co-Senior
08/17/16
Hono ulu City & Co-Hawai
Wastewater Sys Rev & Ref Bonds
448,155,000
TE / TX
Senior
03/31/16
State Of Hawaii
GO Refunding Bonds
344,720,000
TE / TX
Senior
03/15/16
State of Hawaii
General Obligat,on Bonds
500,000,000
TE
Senior
02/03/16
Hawaii Ca-Hawaii
General Obligation Bonds
235,765,000
TE / TX
Senior
11/24/15
Hawaii Electric Company
Special Purpose Rev Ref Bonds
47,000,000
AMT
Senior
11/05/15
State of Hawaii
Airport System Revenue Bonds
244,260,000
TE / AMT
Co-Senior
10/15/15
State of Hawaii
General Obligation Bonds
746,395,000
TE / TX
Senior
09/10/15
Univ of Hawaii Board of Regents
University Revenue Bonds
166,285,000
TE /TX
Co-Senior
07/22/15
Honolulu City & Co Hawaii
Wastewater System Rev Bonds
698,930,000
TE / TX
Sen or
03/17/15
Honolulu City & Co-Hawaii
Genera, Obl gation Bonds
888,635,000
TE / TX
Sen or
01/22/15
Queens Health Systems
Special Purpose Revenue Bonds
263,695,000
TE
Senior
11/20/14
Honolulu Water Supply Board
Water System Revenue Bonds
144,985,000
TE / TX
Senior
11/13/14
State of Hawaii
GO & Refunding Bonds
1,008,775,000
TE / TX
Co-Senior
12/11/13
State of Hawaii
Lease Revenue COPS
167,740,000
AMT
Senior
11/05/13
State of Hawaii
GO Refunding Bonds
860,855,000
TE / TX
Senior
01/30/13
Hawaii Co-Hawaii
General Obligation Bonds
98,825,000
TE
Senior
11/15/12
State of Hawaii
GO & Refunding Bonds
866,990,000
TE /TX
Co-Senior
10/25/12
Honolulu City & Co-Hawaii
General Obligation Bonds
912,480,000
TE/TX
Senior
09/20/12
Honolulu City & Co-Hawaii
Wastewater System Revenue Bonds
265,610,000
TE
Senior
06/13/12
Kauai Co-Hawaii
General Obligation Bonds
34,375,000
TE / AMT
Senior
03/14/12
Honolulu Water Supply Board
Water System Revenue Bonds
85,195,000
TE
Senior
02/09/12
Univ of Hawaii Board of Regents
University Revenue Bonds
8,575,000
TE
Senior
11/17/11
State of Hawaii
GO & Refunding Bonds
1,286,230,000
TE
Senior
10/13/11
Honolulu City & Co-Hawaii
Wastewater System Rev Bonds
169,190,000
TE
Senior
09/14/11
State of Hawaii
Airport System Rev Ref Bonds
300,885,000
AMT
Senior
07/13/11
Honolulu City & Co-Hawaii
General Obligation Bonds
304,345,000
TE
Senior
06/21/11
Kauai Co-Hawaii
General Obligation Bonds
26,110,000
TE
Senior
12/02/10
Honolulu City & Co-Hawaii
General Obligation Bonds
347,770,000
TE / TX
Senior
11/17/10
State of Hawaii
Harbor System Revenue Bonds
201,390,000
TE / AMT
Senior
10/26/10
Honolulu City & Co -Hawaii
Wastewater Sys Revenue Bonds
305,190,000
TE / TX
Senior
09/21/10
Univ of Hawaii Board of RF ge-,ts
University Revenue Bonds
292,730,000
TE / TX
Senior
07/13/10
Hawaii Co-Hawail
General Obligation Bonds
60,000,000
TE / TX
Senior
Sub Total
70 Senior Managed Financings
$24,889,610,000
03/24/10
State of Hawaii
Airports System Rev Ref Bonds
644,980,000
TE / AMT
Co-Mgr
02/09/10
State of Hawaii
General Obligation Bonds
721,625,000
TE / TX
Co-Mgr
Sub Total
2 Co-Managed Financln s
51,366,605,000
Total
72 Senior and Co-Managed Financings
$26,256,21SA00_
_
*Pending.
Our services to our Hawaii clients extend beyond just selling bonds. In fact, each client receives individual attention
specific to their situation. We provide Hawaii issuers with updates on the market environment, refunding
opportunities, education on new financial products and municipal market developments, development of inaugural
Page SofA SECURITIES ���/
framework for borrowing programs, suggestions on ways to improve relations with the rating agencies and investors,
and assistance with complex cashflow modeling. To provide details of our recent involvement in financings for our
Hawaii clients, as well as our ongoing value added services, we offer the summary table below.
Page WA SECURITIES ���/
State of Hawaii
Issue: $1.15 Billion General Obligation Bonds of 2020, Series GA, GB and GG
t• ■, 4•
• The transaction included both $147 million of tax-exempt and $1 billion of taxable Bonds, the proceeds of
which will be used for working capital and to refund certain outstanding Bond Anticipation Notes of the
State.
3
• The finance team and Governor Ige met with each of the three rating agencies via video conference from
Honolulu.
■ Moody's assigned a Aa2 rating with a Stable Outlook, S&P assigned a AA+ rating with Negative
Outlook and Fitch assigned a AA rating with Stable Outlook.
• The Series GA bands were sold on a tax-exempt basis. Series GB and GC bonds were sold on a taxable basis to
allow for a flexible use of proceeds at a comparable cost to tax-exempt debt. The premium generated by
Series GA was utilized to pay cost of issuance of all bonds and redemption costs associated with Series GC
bonds. BofA actively worked with bond counsel in order to make sure this is compliant with the 5tate's laws
and federal tax laws.
• Series GA bonds were structured as one year maturity, Series GB bonds were structured as two to five year
maturities and Series GC bonds will begin principal amortization in year five with final maturity of 20 years.
The taxable bonds were sold with a make -whole call through the first 10 years and a par call thereafter.
• A Notice of Potential Sale was posted on the State's Investor Relations website and on EMMA. An electronic
investor presentation was disseminated in conjunction with the POS and was viewed by 47 investors. The
State held ane -on -ane conference calls with Bank of Hawaii and First Hawaiian Bank. An investor video
presentation on Zoom was attended by 17 investors (many of whom submitted questions in advance).
• 8ofA was able to reduce the State's credit spreads during both the Revised Price Guidance and Launch calls.
The State received over $3 billion of orders from over 80 investors.
• Despite the economic impacts of the pandemic and large supply of municipal bonds, the robust investor
demand was a recognition of the strength of the State's credit and a comprehensive investor outreach effort
led by BofA. The AII-in True Interest Cost for the 2020 new money financings was only 0.74%. Due to strong
demand, the State was able to increase the transaction size by $100 million at the verbal award.
State of Hawaii —
Issue: $194,710,000 Airports System Customer Facility Charge Revenue Bonds, Series 2019A (Taxable)
Department of
• The bonds were issued to finance the completion of the consolidated rent -a -car (CONRAC) facility at Daniel K
Transportation (Airports
Inouye International Airport (HNL) in Honolulu, to refund the outstanding $76 million EB -5 Loan, to fund the
Division)
Rolling Coverage Fund Requirement and the Debt Service Reserve Fund Requirement and to pay certain costs
0rWAt"
of issuance.
4r•
The Airports Division conducted on-site rating agency tour of the completed CONRAC facility on Mau as well
as a general tour of the airport in Honolulu and ratings were affirmed by Moody's, S&P and Fitch at A2, A+
".'
and A, respectively — all with Stable Outlooks. These are amongst the highest ratings that each respect;ve
rating agency has given to any rental car facility in the nation. Moody's also placed the Airports Division's
GARBS on Positive Outlook, citing progress in executing the capital plan.
• The Series 2019A Bonds were structured with a 28 -year level debt service to match the Fina maturity of the
2017A Bonds.
• The interest on the 2019A Bonds are federally taxable and State of Hawaii tax-exempt. Al bonds maturing
after 10 years have a 10 -year optional redemption at par; a make -whole call provision was inc uded for bonds
maturing within 10 years.
• The delivery date of the transaction was aligned with the maturity date of the EB 5 loan. It is estimated that
the Airports Division saved over $17 million in interest payments by utilizing the EB Sloan.
• An investor presentation was disseminated with the POS which was viewed by 36 investors. Additionally, the
Airports Division held one-on-one meetings in Honolulu with Bank of Hawa.i and F. rst Hawa'ian Bank as well
as an investor luncheon was held in New York, which was attended by John Hancock, MetL fe Investment
Management and Schroders.
• The Airports Division initially received over $1.2 billion of institutional orders, leaving the transaction 6x
oversubscribed. Due to strong investor demand, the Airports Division was able to reprice the bonds at
significantly lower credit spreads. After repricing, $768.3 million of orders from 38. nvestors remained and
BofA underwrote approximately $10.2 million at the verbal award.
• The Airports Division secured an all -in interest rate of only 2.987%, which translates into $37.5 mdl'on in debt
service savings as compared to the Series 2017A CFC Bonds that had an all -in interest rate of 3 986;a
• Nearly $8.5 million of this debt service savings was generated by lowering Ve initia pre -pricing all in rate of
3.214% to the final pricing all -in rate of 2.987%.
State of Hawaii —
Issue: $582,490,000 State of Hawaii — Airports System Revenue Bonds, Series 2020A -E
Department of
• On October 7, the State of Hawaii, acting by and through its Department of Transportat on, sold
Transportation (Airports
$582,490,000 Airports System Revenue Bonds, Series 202OA-E
Division)
• Proceeds of the Bonds will be used to (i) pay the cost of capital improvement projects at certain facilities
within the State's airports system, (ii) current refund all outstanding Series 2010A Bonds (non -AMT), [iii)
Page WA SECURITIES ���/
�� o*
c
rxtf ��
I SH H�
HIGHLIGHTS FROM .• MANAGED FINANCINGS
advance refund (escrow to maturity) Series 2011 (AMT) Bonds maturing n 2021 and advance refund bonds
maturing in 2022 and 2024
• Like many recent airport transactions, the department refunded $78.5 million Series 2011 Bonds
maturing from 2021— 2024 to reduce and smooth near-term debt service
The aggregate refunding generated $137.2 million of cash flow savings in FY2021— FY2024, including
$51.9 million in FY2021 and $52.5 million in FY 2022
+ Like most other general airport revenue bonds that they have reviewed in recent months, S&P downgraded
the Department's credit in connect on with the offering
• The Department held one-on-one investor calls with Bank of Hawaii and First Hawaiian Bank, as well as a live
ZOOM call with interested investors
• The offering was we I received by investors, the tax-exempt bonds received approx mately $478 million of
orders (1.5x subscription) and the taxable bonds generated over $1.08 billion of orders (4.1x subscription)
■ The aggregate transaction achieved an aF-in TIC of 3.13% for an 18.1 average life, including $50.2
million of net present value savings (16.6% of refunded bonds)
State of Hawaii —
Issue: $266,SSO,000 Harbor System Revenue Bonds, Series 2020
Department of
• Series 2020A (AMT) was issued for both new money and to current refund Series 20106, Series 20208
Transportation (Harbors
(Taxable) was issued for both new money and to current refund Series 2010A, and Series 2020C (Non -AMT)
Division)
was issued to current refund Series 2010A.
a `xN,a
• The team drafted a detailed credit presentation and spent weeks preparing for the rating agency calls. Asa
result, the Harbors Div sion's ratings were affirmed by Moody's at Aa3 and Fitch at AA-, both with Stable
i 6
Outlooks.
'
• The finance team completed a thorough review of the legal documents and incorporated a number of
Uf N'
modernizations to the Certificate. Key amendments include allowing for individual reserve funds and
modifying O&A and revenue definitions to net out statutory remittances to The Office of Hawaiian Affairs for
Ceded lands payments. The holders of the 2013 and 2016 bonds (Capital One and Bank of America, N.A,)
consented to the amendments prior to the bond pricing, which allowed the Harbors Division to size a lower
reserve amount.
• AMT and Non AMT refunding bonds were structured with positive annual savings for tax law compliance and
tax-exempt new money bonds were structured with a 20 -year final maturity and "fill solution" to minimize
the Harbors Division's interest cost.
• The taxable new money bonds were structured short, to maximize block sizes and lower interest costs, and
the refunding was structured with up -front savings to reduce the maximum annual debt service.
• Print and digita advertisements were placed in the Honolulu Star Advertiser, Pacific Business News, West
Hawaii Today, and several ne ghbor island papers — the digital ad also ran in The wall Street iourna .
• An investor presentat on was viewed by over 30 investors, 20 of whom placed orders for the bonds. The
Harbors Division also held one-on-one calls with Bank of Hawaii and First Hawaiian Bank.
• A retail order period was held on November 18th, dur ng which the Harbors Division secured more than $300
million of orders from ind vidual and professional retail investors.
• The Harbors Division received more than $3.5 bill on of total orders, leaving the transaction 13x over-
subscribed — th s allowed BofA to reduce yields by up to 20 basis points in select maturities.
• The Harbors Div cion will realize $46.7 million of present value savings (32.2% of the refunded par) and A ! In
TIC for the combined new money issuance was only 2.24%. All of the bonds maturing after 10 years included
a10 -year par cal feature.
University of Hawaii
Issue: $217,165,000 University Revenue Bonds, Series 202OA-E
°�tiy
• BofA served as senior manager on $217,165,000 Board of Regents of the University of Hawai is Revenue
y�Ps�Yv
Bonds.
' f
+ The $10,045,000 taxable Series 2020A Bonds were issued to finance a portion of a parking garage on campus
y
The $44,555,000 tax exempt Series 20206 and $54,300,000 taxable Series 2020C Bonds were issued to
` •�. �,; '
current refund the Series 201OA-1(Cancer Center) Bonds The $77,135,000 tax-exempt Series 2020D and
a •
$31,130,000 taxable Series 2020E Bonds were issued to current refund the Series 2010B.1 Bonds.
• The finance team and President Lassner met w th the rating agencies via video conference from Honolulu.
■ Moody's assigned a Aa3 rating and Fitch assigned a AA rating - both with Stable Outlooks.
• BofA performed various analyses to find a tax-exempt / taxable ratio of the refunding bonds that takes i ito
consideration the University's need for private activity relief as well as the y eld curve in order to minimize
overall borrowing cost
• BofA actively worked with bond counse in order to make sure this is compliant with state and federal tax
laws.
• The Series 2020A Bonds were sold with a 20 -year final maturity The refunding bonds were structured to
amortize tax-exempt bonds first followed by taxable bonds. All bonds were sold with a 10 year par call
option. The taxab'e bonds were also sold with a make -whole call through the first 10 years
• A Notice of Potential Sale was posted on the University's Investor Relations website and on EMMA Print and
digital advertisements were placed in the Honolulu Star Advertiser and neighbor is and newspapers An
electronic investor presentation was disseminated in conjunction with the POS and was viewed by 20
investors. The University held one-on-one conference calls with Bank of Hawaii and First Hawaiian Bank
Page 10 BofA SECURITIES ���/
ISSUER
1HIGHLIGHTS FROM RECENT SENIOR MANAGED FINANCINGS
• The public market weakened on the day of the retail order period. However, SofA maintained appropriated
levels throughout the pricing process. The sale generated $177 million of orders and BofA Securities agreed
to underwrite over $70 million of bonds as of verbal award. Despite a challenging market, the University
secured a 2 42--A all-in cost of funds and generated $38.7 million in present value savings.
Hawaii Housing Finance
Issue: Refunding of $20,875,000 Hawaii Rental Housing System Revenue Bonds 2004 Refunding Series B
and Development
• On May 28, 2009, the Corporation converted is outstanding auction rate certificates with a remarketing to
Corporation
fixed rate bonds in order to preserve the value of FSA insuran;e.
.• '+,
+ BofA assisted the Corporation in reconfirming its underly,ng rating of "A2" from Moody's and with FSA's
nternal credit and legal review to preserve the exist,ng bond insurance and surety policies.
'
• BofA secured a most $24 m.l;ion in orders inrluding $4 9 million in retail orders from Hawaiian residents.
• To help the Corporation achieve the -owest poss-b'e cost of funds, 6ofA underwrote 27% of the transaction.
Additional Value Added Services
• Monitored regular y refunding opportunities for rental housing bonds and University of Hawaii faculty
housing bonds
Department of Hawaiian
Issue: $42,500,000 Revenue Bands, Series 2009
Home Lands
• BofA assisted DHHL in assembling a comprehens ve credit presentation aimed at conveying DHHL's revenue
bond structure and its strong financial position.
• Ultimately, DHHL dec ded to confirm ratings with Moody's (A2) and Fitch (A-).
• Despite a deter.oration in the market that began on the day of the retail order period, DHHL's Revenue Bonds
attracted reta'I orders tota'ing more than 509% (or $22 million) of the entire transaction.
• To help DHHL ach eve the lowest possible cost of funds, BofA underwrote 15% of the transaction.
Additional Value Added Services
• Provide market updates to keep the DHHL apprised of current conditions.
• Ongoing work with DHHL to analyze future finanrmg options and capacity constraints.
State of Hawaii Special
Issue: $80,000,000 Special Purpose Revenue Bonds, Series 2019 (AMT)
Purpose Revenue
• in September 2019, BofA served as Senior Manager for $60.000 million of tax-exempt bond for Hawaiian
Refunding Bonds (HECO)
Electr c Company, In, (the "Company or "HECO")
Of "+,
�.�
wso
• Pro.-eeds will be used to provide all or a portion of the funds for the acquisition, purchase, construction,
�
reconstruction, improvement, betterment, extension and equipping (or any combination thereof) of certain
facil t es for the local furnishing of electric energy (the "Facilities") owned by the Companies and to pay other
y�
allowed expenses, inc uding the costs of :ssuing the Bonds
• The Bonds were issued -n a Fixed Rate and priced to final maturity of 10/1/2049
• Structured with a 5-Year Par Call feature, giving the Company increased flexibility to refinance in a decreasing
interest rate environment
• The transaction generated orders of -$150 Million (1.9x subscription) from 9 investors, including retail
+ The bonds were issued with Senior Unsecured ratings of Baal/A- from Moody's and Fitch
+ The transaction priced in a strong overall bond market, with treasury rates near al -time lows
Hawaii Pacific University
Issue: $33,910,000 Special Purpose Revenue Refunding Bonds, Series 2018
• On March 6, 2018, BofA served as the sole manager for the Hawaii Pacific University ("HPU") $33,910,000
W l� HAWAI `1
Special Purpose Revenue Refunding Bonds, Series 2018 issued through the Department of Budget and
Ard
PAC 1 F I C
Finance of the State of Hawaii.
W �0 V N i v E R s I T
• The 2018 Bonds were not rated and were offered through a limited offering in order to allow HPU to tender
the Series 2015 Bonds and amend the loan agreement to modify HPU's financial covenants in lieu of an
advance refunding of the 2015 Bonds. The 2015 Bonds were issued to finance the completion of the Aloha
Tower Marketplace project. The 2016 Bonds have a final maturity of 2028 and a par call option in 2027.
• The University is a nonsectarian liberal arts college founded in 1965 with three campuses on the Bland of
Oahu. As of Fall 2017, HPU has a student body of approximately 3,569 undergraduates and 586 graduate
students from all 50 states and over 80 foreign countries. HPU offers students more than 340 undergraduate
majors and 10 graduate programs of study within five different colleges — the College of Business, the Co lege
of Health and Society, the College of Liberal arts, the College of Natural and Computational Sciences, and the
College of Professional Studies.
City and County of
Issue: $346,335,000 General Obligation Bonds, Series 2020C, D & E
Honolulu
$67,010,000 General Obligation Refunding Bonds, Series 2020F
• On July 22, 2020, BofA Securities ("BofA") served as senior bookrunner on the City and County of Honolulu's
Series 2020 General Obligation Bonds, Tax-Exempt Series 2020C, D & F and Taxable Series 2020E.
• The bond proceeds will be used to finance various City projects, equipment purchases and improvements to
" TY
y�
the H-Power waste-to-energy facility as well as to refinance the outstanding Series 2010A Build America
Bonds.
• BofA worked closely with the City to develop robust disclosure and rating agency strategies which addressed
the City's Credit profile and recent impacts of COVIO-19
• Fitch Ratings affirmed the City's General Obligation Bond rating at "AA+" with a "Stable" Outlook In
their credit report Fitch cited the City's "solid revenue framework, which is dominated by stable
property taxes, low long-term liabilities and robust operating performance."
8 Page 11 BofA SECURITIES ���.
Honolulu Board of Water Issue: $93,535,000 of Water System Revenue Bonds, Series 2021A&B
Supply • The Series 2021A tax-fixempt band proceeds will be used for new projects, repair and maintenance of the
water system The Series 2021 iB taxable bond proceeds will be used to refund the Series 2012A and 2014A
Bonds.
• SofA Securit es assisted in draft ng a credit presentation and helped the team prepare team for the rating
agency calls.
• The 2021 Bonds were reaff rmed at AAA by 5&P and AA+ by Fitch.
• S&P ass-gned a "Stable" Outlook whi e F tch revised their Outlook to "Positive."
• The tax exempt new money series was structured with 30 -year level debt service along with a W -year par
call. The taxable refund ng seriFs was structured with accelerated savings with a make -whole call The
refunding bonds were sold on a taxable basis to advance refund Series 2012A and 2014A tax exempt bonds.
BofA Securities worked with Tax Counsel to conf rm the multi-purpose allocations and reserve fund releases
• A total of $2.1 million was re eased from reserve funds and deposited into the refunding escrow. A majority
of bondholders have now consented to the amendments that were included in the ego documents.
• Print and digital advertisements appeared in the Honolulu Star Advertiser, Hilo Hawaii Tr bune Herald, West
Hawaii Today, Lihue Garden Island. Maui News and the Pacific Business News.
• The Board secured more than $112.6 million of orders during the retail order period, including Hawaii
residents.
• A Voluntary Notice of Sale was pasted to the Board's investor relations website and EMMA. A pre-recorded
investor presentation was disseminated with the POS which was viewed by 16 institutional investors. The
City held one-on-one WebEx meetings with First Hawaiian Bank and Bank of Hawaii.
• The finance team decided to accelerate the transaction due to favorable market conditions and strong
demand. The overa I transaction received more than $615.6 million of orders eaving the transaction 6.Sx
over subscribed. During the institutional order period, the Board received orders from 56 inst tutional
9 Page 12 BofA SECURITIES ����
• Moody's nvestor Services also affirmed the City's General Obligation bond rating at "Aal." Despite
revising the Outlook to "Negative," in their credit report Moody's cited the City's "Solid history of
prudent fiscal management" as one of the primary reasons for maintaining the Aa1 rating.
• The City received over $275 million in orders during a one -day retail only order period on July 21st, inr uding
a number of orders from Hawaii based investors. The offering also was well received by institutional
investors who submitted an additional $928.68 million of orders for the bonds. Strong demand resulted from
the City's comprehensive investor outreach effort, which included a retail advertising campaign in Hawaii as
well as an online investor presentation for institutional investors.
• The average interest rate on the City's new money Series 2020C bonds was 2.46%, one of the City's ;owest
borrowing costs in modern history for a 25 -year financing. In addition, the City will realize $18.44 million of
debt service savings by refunding the Series 2010A Build America Bonds.
City and County of
Issue: $273,670,000 Wastewater System Revenue Bonds, Series 2020
Honolulu,
• The Series 2020 Bonds were sold to advance refund portions of the outstanding Series 20126, Series 2015A
Department of
and Series 20156 bonds for economic savings. The transaction was structured with taxable bonds and
Environmental Services
secured on the senior lien.
(Wastewater)
• BofA Securities assisted the Department and the City in drafting a comprehensive credit presentation and
he'ped prepare the finance team for the rating agency calls, including a comprehensive Q&A list Due to
travel restrictions related to COVID-19, the rating agency calls were conducted via video conference on
Zoom.
NTY
The bonds were affirmed at Aa2 by Moody's and AA by Fitch — both with Stable Outlooks.
Ry
• The 2020 transaction was the first that utilized the new financial planning cash flow model. The refunding
was structured with upfront savings from FY2021 through FY2026. The up -front savings structure is designed
to mitigate near-term rate increases. BofA Securities worked with Tax Counsel to confirm the multi-purpose
allocations and reserve fund release. A total of $1.2 million was released from reserve funds and deposited
into the refunding escrow.
• A Voluntary Notice of Sale was posted to EMMA on Decembcr 4�. A pre-recorded investor presentation was
disseminated with the POS which was viewed by 30 unique investors. The Department and City held one-on-
one Zoom calls with First Hawaiian Bank and Bank of Hawaii. International marketing language was included
in the preliminary official statement.
• Indications of interest were held on Monday, December 14Th and the pricing was held on December 15'h. The
pricing date was scheduled ahead of the FOMC meeting on December 16`h
• Due to lower than expected interest rates, the transaction was up-sized to include additional refunding
candidates. The transaction was 10 times oversubs€abed receiving over $3.2 bi lion of orders from 64
institutions. From the pre -pricing to final pricing, BofA was able to reduce yields by up to 20 bass points n
select maturities The bonds have a make whole ca I through 10 years and an optional par call thereafter.
The refunding will generate $29.8 million of present va'ue savings (13 11% of refunded par amount).
• The refunding results were bolstered by the b:ddmg of open market securities, which saved an additional
$179,606 versus traditional SLG securities.
• The final savings levels were substantially higher than the $10 mii on initially projected at the onset of the
Honolulu Board of Water Issue: $93,535,000 of Water System Revenue Bonds, Series 2021A&B
Supply • The Series 2021A tax-fixempt band proceeds will be used for new projects, repair and maintenance of the
water system The Series 2021 iB taxable bond proceeds will be used to refund the Series 2012A and 2014A
Bonds.
• SofA Securit es assisted in draft ng a credit presentation and helped the team prepare team for the rating
agency calls.
• The 2021 Bonds were reaff rmed at AAA by 5&P and AA+ by Fitch.
• S&P ass-gned a "Stable" Outlook whi e F tch revised their Outlook to "Positive."
• The tax exempt new money series was structured with 30 -year level debt service along with a W -year par
call. The taxable refund ng seriFs was structured with accelerated savings with a make -whole call The
refunding bonds were sold on a taxable basis to advance refund Series 2012A and 2014A tax exempt bonds.
BofA Securities worked with Tax Counsel to conf rm the multi-purpose allocations and reserve fund releases
• A total of $2.1 million was re eased from reserve funds and deposited into the refunding escrow. A majority
of bondholders have now consented to the amendments that were included in the ego documents.
• Print and digital advertisements appeared in the Honolulu Star Advertiser, Hilo Hawaii Tr bune Herald, West
Hawaii Today, Lihue Garden Island. Maui News and the Pacific Business News.
• The Board secured more than $112.6 million of orders during the retail order period, including Hawaii
residents.
• A Voluntary Notice of Sale was pasted to the Board's investor relations website and EMMA. A pre-recorded
investor presentation was disseminated with the POS which was viewed by 16 institutional investors. The
City held one-on-one WebEx meetings with First Hawaiian Bank and Bank of Hawaii.
• The finance team decided to accelerate the transaction due to favorable market conditions and strong
demand. The overa I transaction received more than $615.6 million of orders eaving the transaction 6.Sx
over subscribed. During the institutional order period, the Board received orders from 56 inst tutional
9 Page 12 BofA SECURITIES ����
ISSUER
HIGHLIGHTS FROM •
accounts. BofA was able to lower credit spreads by 2 to 21 bas=s points over the course of the pricing.
Despite market volatility in the weeks leading up to pricing, 8WS was able to lock -in an all -in true interest
cost of only 2.73% for 30 -year tax exempt new money debt. n addition, BWS will realize $3.2 million of
present value savings (8.09% of refunded par) through the refunding.
County of Kauai
Issue: $28,560,000 of General Obligation Bonds, Series 2021A&B
�t. o wQ4r
• The 2021A (tax-exempt) were issued to current refund outstanding Series 2011A bonds. The 20218 (taxable)
+
were issued to advance refund outstanding Series 2012A and 20128 bands.
• BofA he; ped the County draft a detailed credit presentation and spent weeks preparing the County s Finance
team for the rating agency conference calls.
w r
The County's bonds were rated by Moody's and Fitch at Aa2 (Stable) and AA (Stable), respectively.
• The total transaction included two series of bonds maturing between 2022 and 2029. The bonds were
structured to generate upfront savings. The financ ng was set up with two closing dates (April 8 and May 41
so that the County could current refund the 2011 bonds on a tax-exempt basis.
• Print advertisements were placed in the Uhue Garden Island and Honolulu Star Advertiser the Sunday prior
to the bond sale. Online banner ads were also used in The Garden Island and Star Advertiser. A Voluntary
Notice of Potentia Financing was posted on EMMA The County also posted a press release prior to the bond
sale
• A retail order period was held on March 23".
• An investor presentation was disseminated with the POS and viewed by 15 investors. The County held Zoom
calls with both Bank of Hawaii and First Hawai.an Bank.
• 3 of the investors who viewed the presentation online put in orders during the institutional order
period.
• Due to volatile market conditions, the transaction was accelerated into the retail order period date. The
County rete ved more than $92 1 m Ilion of orders throughout the order period, leaving the transaction 3.2x
oversubscribed. The amount demand expressed a lowed the underwriters to lower yields between 2 and 23
basis points across the yield curve.
■ 19 institutional investors pla_ed orders for the bonds.
• The County will realize $2.1 mi lion of present value sav, ngs or 7.6% of refunded par with the refunding. in
aggregate, the bond financing had an escrow efficiency of 86.3%,
County of Hawaii
Issue: $77,135,000 General Obligation Bonds, Series 2020A -D
+ The 2020 Series A (tax-exempt) were issued to fund $75 0 million of general capital projects. The 2020 Series
B (taxable) were issued to fund $2.3 mill on of general capital projects. The 2020 Series C and D (tax-exempt)
were issued to current refund all outstand ng 2010B RZEDBs
-= =-
• BofA helped the County draft a detailed credit presentation and spent weeks preparing the County's Finance
team for the rating agency conference calls.
• The County's ratings were affirmed by Moody s, S&P and Fitch at Aa2 (Stable), AA (Stable) and AA+
(Negative), respectively.
• The total transaction included four series of bonds and more than 30 maturities. The tax-exempt transaction
utilized 4.00% and 5.00% in various areas among the yield curve. The refunding bonds were structured to
generate positive cash-flow savings in each year, a particular challenge given the State law constraint that
G.O. bands must be issued with level debt service.
• Print advertisements were placed in the Hilo Hawaii Tribune Herald and neighbor island papers the week
prior to the bond sale. Online banner ads were also used in Star Advertiser, Hawaii News Now and Wall
Street Journal.
• A retail order period was held on October 14'", during which the County secured more than $74.2 million of
orders.
• An investor presentation was disseminated with the POS and viewed by 4 investors.
• 2 of the investors who viewed the presentation online put in orders during the institutional order
period.
• The County received more than $214.7 billion of orders throughout the order period, leaving the transaction
2.8x over subscribed. BofA committed to underwrite $2.8 million of the transaction to maintain pricing
integrity.
• The County will realize $2.4 million of present value savings or 11.6% of refunded par with the refunding.
The All -in TIC for Series A tax-exempt new money was only 2.32%. All of the bonds maturing after 10 years
included a 10 -year par call feature.
Page 13 WA SECURITIES ���
County of Maui Issue: $39,500,000 G.O. Bonds, 2008 Series A
• The Banking Team led the efforts in guiding the County to upgrades by all three rating agencies to the highest
level ever achieved by the County ("Aa2/AA/AA").
• Performed insurance breakeven analyses to determine which maturities were most economic to insure.
• The County ultimately locked -in a TIC of only 4.1%, which was their lowest cost of borrowing over the past
aoA���0 decade.
Additional Value Added Services
• Continuously monitor the County's debt profile for refunding opportunities.
• Provide frequent updates to market conditions and any recent developments in the municipal market.
• (Transaction completed by our banking team while at a prior firm.)
Marketing and Distribution Capabilities
Retail Distribution Capabilities. As mentioned previously,
effective May 13, 2019, BofA Securities, Inc. (BofA) is the new
legal entity for all institutional business including our
municipal securities group. Our retail wealth management
system continues to operate under MLPF&S. As such, BofA
and MLPF&S, which are affiliates within Bank of America
Corporation (BAC), have entered into an exclusive retail
distribution arrangement under which WAS may (i)
distribute municipal securities to MLPF&S, which in turn may
distribute those securities to retail investors through the
retail wealth management network of MLPF&S, and (ii)
compensate MLPF&S for any bonds it sells.
664 Offices Nationwide 3 Retail Offices
13,000 Brokers 56 Brokers
$2.7 Trillion Retail Assets $4.7 Billion Retail Assets
e Mort/ lL
KMLMYCna• •Moo
Our retail network has 664 branch offices in the United States
supported by over 13,000 retail financial advisors managing over $2.7 trillion in retail assets. To coordinate our retail
sales marketing effort, we maintain a staff of professional municipal marketing specialists located in offices across
the nation. These professionals serve as the link between our municipal underwriting and trading operations and
the retail FAs.
The Bank's distribution network in Hawaii includes 3 retail offices housing 56 financial advisors, who currently
manage over $4.7 billion in total retail assets. As illustrated below, retail investors have been active participants in
many of the recent Hawaii transactions senior managed by BofA since 2010.
ale Dat
Credit
Par
Retail Orders*
% of Par'
05/26/21
DOT - Highways
Highway Revenue Bonds
$137,205,000
$25,000
0.02%
03/23/21
County of Kauai
G.O. _
28,560,000
27,700,000
96.99_%
03/09/21
Honolulu BW5
Water
93,535,000
106,475,000
113.83%
12/15/20
Honolulu
Wastewater
273,670,000
3,255,000
1.19%
11/19/20
DOT - Harbors
Harbor Sys. Revenue Bonds
266,550,000
326,275,000
122.41%
10/21/20
Hawaii
G.O.
1,147,555,000
81,615,000
7.11%
10/15/20
_
County of Hawaii
_
G.O.
77,135,000
66,370,000
86.04%
10/14/20
University of Hawaii
University217,165,000
_..
16,780,000
7.73%
10/07/20
DOT - Airports
Airport System Rev Bonds
582,490,000
550,000
0.09%
08/05/20
Hawaii
G.O.
995,000,000
10,530,000
1.06%
07/22/20
City and County of Honolulu
G.O.
346,335,000
270,380,000
78.07%
03/11/20
Honolulu BWS
Water
106,635,000
29,870,000
28.01%
02/12/20
Honolulu
G.O.
295,225,000
176,455,000
59.77%
10/23/19
Honolulu
Wastewater
496,910,000
181,075,000
36.44%
08/14/19
DOT - Airports
CFC
194,710,000
3,220,000
1.65%
08/07/19
Honolulu
G.O.
548,945,000
328,765,000
59.89%
02/06/19
State of Hawaii _
G.O. T
575,000,000
_ 122,615,000
21.32%
_
01/23/19
City and County of Honolulu
G.O.
250,025,000
210,500,000
84.19%
08/15/18
City and County of Honolulu
G.O.
468,470,000
172,855,000
36.90%
01/30/18
State of Hawaii
G.O.
775,000,000
64,825,000
8.36%
01/24/18
_
City and County of Honolulu
_
Wastewater
304,840,000
202,255,000
66.35%
10/18/17
County of Kauai
G.O.
24,015,000
890,000
3.71%
Page 14 BofA SECURITIES ����
53 Issues Totaling: $19,192,970,000 $6,2$6,045,000 32.7596
includes Professional Retail.
Institutional Distribution Capabilities. BofA has over 380 Institutional Sales
Associates, 24 of whom sell only municipal bonds and cover more than 394,000 small '
and large institutional accounts. These institutional sales professionals are located in 383 institutional sales reps
New York and 28 regional offices throughout the nation. Our sales personnel maintain 24 muni sales reps
contact with first- and second-tier institutional investors, including open-end and 29 offices nationwide
closed-end bond funds, fire and casualty insurance companies, commercial banks and trust companies. BofA also
focuses on medium and small -sized institutions which expands our buyer base.
As a testament to BafA's institutional sales capabilities, we note our performance on the County's 2020 G.D. Band
issue. Over $214 million in total orders were generated as of verbal award.
Marketing Strategies
In conjunction with the any of the County's upcoming financings, the County may choose to utilize an extensive retail
outreach campaign, comprised of one or more of the advertising methods listed below. In the era of COVID-19, a
key aspect of the County's marekting plan will be to demonstrate sufficient financial flexibility and resilience to
weather the current crisis. Instead of obsessing on the current downturn, we will help investors understand the
State's re -opening plan and focus on the long-term viability and financial strength of the County. Below are some
marketing techniques we would use:
• Robust COVID-19 Disclosure: Drafting disclosure that appropriately captures the potential impacts of COVID-19
can be a challenge. BofA is involved in drafting such disclosure on a number of transactions currently and this
eyesight adds significant value in drafting the County's POS.
Page 15 BofA SECURITIES ���/
Cred
Retail Order
09/06/17
City and County of Honolulu
G.O. (HART)
350,000,000
0
0.00%
08/16/17
City and County of Honolulu
G.O.
416,670,000
216,300,000
51.91%
_07/12/17
DOT - Airports
CFC
249,805,000
2,600,000
1.04%
06/20/17
County of Hawaii
G.O.
139,895,000
165,790,000
118.51%
05/10/17
State of Hawaii
G.O. �..
854,755,000
293,745,000
34.37%
10/05/16
City and County of Honolulu
G.O.
378,805,000
99,475,000
26.26%
08/17/16
City and County of Honolulu
Wastewater
448,155,000
241,910,000
53.98%
03/31/16
State of Hawaii
G.O.
344,720,000
120,050,000
34.83%
02/03/16
County of Hawaii
G.O.
235,765,000
121,405,000
51.49%
10/15/15
State of Hawaii
G.O.
746,395,000
129,275,000
17.32%
09/10/15
University of Hawaii
University
166,285,000
59,680,000
_
35.89%
07/22/15
City and County of Honolulu
Wastewater
698,9_30,000
290,200,000
41.52%
03/17/15
City and County of Honolulu
G.O.
888,630,000
270,740,000
30.47%
11/20/14
Honolulu BWS
Water
144,985,000
85,500,000
58.97%
11/05/13
State of Hawaii
G.O.
860,850,000
120,010,00_0
13.94%
01/30/13
County of Hawaii
G.O.
_
98,825,000
71,305,00_0
72.15% R
10/25/12
City and County of Honolulu
G.O.
912,480,000
177,715,000
19.48%
09/20/12
City and County of Honolulu
Wastewater
265,610,000
_
409,480,000
154.17%
06/13/12
-63/14/12
County of Kauai
G.O.
34,375,000
11,750,000
34.18%
Honolulu BWS
Water
_
85,195,000
75,725,000
88.88%
02/09/12
University of Hawaii
University
8,575,000
3,210,00_0
37.43%
11/17/11
State of Hawaii
G.O.
1,286,230,000
_
239,710,000
18.64%
10/13/11
City and County of Honolulu
Wastewater
169,190,000
29,335,000
17.34%
09/14/11
DOT - Airports
Airport System Rev Bonds
300,885,000
29,585,000
9.83%
07/13/11
City and County of Honolulu
G.O.
304,345,000
127,010,000
41.73%
06/21/11 __County
of Kauai
G.O.
26,110,000
28,555,000
109.36%
12/02/10
City and County of Honolulu
G.O.
191,450,000
159,915,000
83.53%
11/17/10
DOT - Harbors
Harbor Sys. Revenue Bonds
164,275,000
111,765,000
68.04%
10/26/10
City and County of Honolulu
Wastewater
126,550,000
67,415,000
53.27%
09/21/10
University of Hawaii
University
53,930,000
115,670,000
214.48%
07/13/10
County of Hawaii
G.O.
35,325,000
7,940,000
22.48%
53 Issues Totaling: $19,192,970,000 $6,2$6,045,000 32.7596
includes Professional Retail.
Institutional Distribution Capabilities. BofA has over 380 Institutional Sales
Associates, 24 of whom sell only municipal bonds and cover more than 394,000 small '
and large institutional accounts. These institutional sales professionals are located in 383 institutional sales reps
New York and 28 regional offices throughout the nation. Our sales personnel maintain 24 muni sales reps
contact with first- and second-tier institutional investors, including open-end and 29 offices nationwide
closed-end bond funds, fire and casualty insurance companies, commercial banks and trust companies. BofA also
focuses on medium and small -sized institutions which expands our buyer base.
As a testament to BafA's institutional sales capabilities, we note our performance on the County's 2020 G.D. Band
issue. Over $214 million in total orders were generated as of verbal award.
Marketing Strategies
In conjunction with the any of the County's upcoming financings, the County may choose to utilize an extensive retail
outreach campaign, comprised of one or more of the advertising methods listed below. In the era of COVID-19, a
key aspect of the County's marekting plan will be to demonstrate sufficient financial flexibility and resilience to
weather the current crisis. Instead of obsessing on the current downturn, we will help investors understand the
State's re -opening plan and focus on the long-term viability and financial strength of the County. Below are some
marketing techniques we would use:
• Robust COVID-19 Disclosure: Drafting disclosure that appropriately captures the potential impacts of COVID-19
can be a challenge. BofA is involved in drafting such disclosure on a number of transactions currently and this
eyesight adds significant value in drafting the County's POS.
Page 15 BofA SECURITIES ���/
• County's Website: The County can improve investor relations well in advance of a bond sale by enhancing its
website. Adding an "Investor Relations' links to the County's homepage provides easy access to financial
statements, budget documents and other relevant financial documents and is extremely helpful for investors
looking for financial information. In addition, the County could post upcoming bond sales on its website, essentially
a free form of advertising.
• Local Newspaper Advertisements: Traditional print media can reach an extremely wide
audience, depending on the choice of newspaper and frequency of ads. The County had
success with newspaper advertisements on As last bond issue (pictured right). We have
found placing advertisements in the Thursday and Sunday business sections in the
Honolulu Advertiser to be the most effective. Additionally, the newspapers on
neighboring islands are very cost effective (such as the Hawaii Tribune Herald, Garden
lsland News, and Maui News).
• Investor Presentation: For larger financings, the County may wish to utilize an internet
based pre-recorded investor presentation through the NetRoadshow website. We
would also recommend holding one -on -ane fo-low up meetings to answer any
questions that key institutional investors may have. The County should focus on the top
holders of its debt. Existing holders, who are already familiar with the County's credit,
can help form a foundation of buyers for the County's financ'ng.
• One -On -One Investor Calls: Investors will be interested in speaking directly with
management prior to making an investment decision. Depending on travel restrictions
and public health conditions the County should offer to have meetings or calls with
9
$75,520,000"
Sww ltlw9S[
M•V
♦.y/N
�.yw.iri r
Bank of Hawaii and First Hawaiian Bank, and set aside time to be available for one-on-one calls with any interested
investors on the Mainland.
Credit Analysis and Disclosure Experipnre
Our in-house credit team, led by Mr. Brad Gewehr, is unmatched by any other firm. Mr. Gewehr has significant
experience working in Hawaii. He also is an industry leading expert in pension and other postemployment benefits
programs, and is very familiar with the State of Hawaii Employees' Retirement System ("ERS") and the Hawaii
Employer -Union Health Benefits Trust Fund ("EUTF"). Mr. Gewehr was formerly a Managing Director at Moody's,
and he always will be available to assist the County with rating presentations, credit strategy and investor relations.
Our Hawaii efforts also extend to educating local investors about the County's credit and overall the State of Hawaii's
available investments opportunities. We also recommend holding calls with mainland investors who may have
follow-up questions.
As one of the largest securities firms in the world, BofA offers the County a comprehensive package of investment
banking services and qualifications as well as a wide range of traditional bank products. Our team is staffed with
professionals who have proven skills in structuring and executing all types of financings. Below we provide
credentials for each financing category that is important to the NATIONAL MUNICIPAL BOND FINANCfNGS
County. January 1, 2018 to 2021 YTD
National Financing Experience in7•SECURITIES %/ 5196,999
Since 2018, BofA is the 'Number One" ranked senior manager
nationally for all municipal bond financings, having senior managed
1,533 issues totaling over $196.9 billion over this period. Our strong
rankings demonstrate the creativity, consistency, and high level of
resource commitment that has distinguished BofA from other Wall
Street firms. The ranking chart to the right provides concrete
evidence of our Bank's leading presence in the overall municipal
market. We have also been a leading underwriter during COVID-19,
which demonstrates our support for our municipal clients.
Gti 1
1,372 5148.688
IV Morgan I
1.23 5226,759
MeganSonity I
1,209 5117.689
NBC I
2A19 584.980
Source: Securities Data Company.
Note: Rankings reflect true economics. Figures within bars
denote number of issues. Par amount in millions.
laPage 16 BofA SECURITIES ����
General Obligation Bonds
BofA also is the "Number One" underwriter of General Obligation
bonds since 2018, having senior managed 488 financings totaling
$73.4 billion in par amount. BofA has senior managed General
Obligation bond financings for many issuers in Hawaii including the
State, City and County of Honolulu and Counties of Hawaii, Maui and
Kauai. BofA served as lead manager on the State's 2009, 2011, 2013,
2015, 2016, 2017, 2018, 2019 and 2020 General Obligation Bonds.
We also served as co -senior manager on the State's G.O. Bonds of
2012, 2014 and 2016. We also most recently senior managed the
County of Kauai's $28.5 million 2021 G.0- bonds, the County of
Hawaii's $77.1 million 2020 G.O. Bonds and the City and County of
Honolulu's $346.3 million G.O. bonds. We are also currently senior
manager for the City and County of Honolulu's 2021 G.O. offering.
NATIONAL GENERAL OBLlGATIC
TM -_ ll t11,
■orgy SE994MES $1141,
CID .� 555 549.x70
morgan son!" C 617 S47.927
*iFM&� ip 478 S39.90S
1`.
nfcr s.,,me< k 1,452 03.906
Source: Securities Data Company.
Note: Rankings reflect true economics. Figures within bars
denote number of issues. Par amount in millions.
Below we provide a case study for three recent general obligation financings we senior managed for the County of
Hawaii, County of Kauai and the State of Hawaii.
$77,135,000 General Obligation Bonds, Series 2020
Sale Date: October 15, 2020 _
• The 2020 Series A (tax-exempt) were issued to fund $75.0 million of general capital projects, the 2020 Series B (taxable) were issued to
fund $2.3 million of general capital projects, and the 2020 Series C and D (tax-exempt) were issued to current refund all outstanding
20108 RZEDBs.
■ BofA helped the County draft a detailed credit presentation and spent weeks preparing the County's Finance team for the rating agency
conference calls.
• The County's ratings were affirmed by MoodVs, S&P and Fitch at Aa2 (Stable), AA (Stab e) and AA+ (Negative), respectively.
■ The total transaction included four series of bonds and more than 30 maturities. The tax-exempt transaction utilized 4.00% and 5.00% In
various areas among the yield curve. The refunding bonds were structured to generate positive cath -flow savings In each year, a
particular challenge g ven the State law constraint that G.O. bonds must be issued with level debt service.
• Print advertisements were placed in the Hilo Hawaii Tribune Herald and neighbor Island papers the week prior to the bond sale. Online
banner ads were also used in Star Advertiser, Hawaii News Now and Wall Street Journal.
• A retail order period was held on October 14`b, during which the County secured more than $74.2 million of orders.
• An investor presentation was disseminated with the POS and viewed by 4 investors.
• 2 of the investors who viewed the presentation online put in orders during the institutional order period.
• The County received more than $214.7 million of orders throughout the order period, leaving the transaction 2.8x over subscribed.
• BofA committed to underwrite $2.8 million of the transaction to maintain pricing integrity.
• The County will realize $2.4 million of present value savings or 11.6% of refunded par with the refunding.
• The All -in TIC for Series A tax-exempt new money was only 2.32%.
• All of the bonds maturing after 10 years included a 10 -year par call feature.
County of Kauai
$28,560,000 of General Obilgation Bonds, Series 2021A&B
Sale Date: March 23 2021
• The 2021A (tax-exempt) were issued to current refund outstanding Series 2011A bonds and the 20218 (taxable) were issued to advance
refund outstanding Series 2012A and 20128 bonds.
* BofA helped the County draft a detailed €redit presentation and spent weeks preparing the County's Finance team for the rating agency
conference calls.
The County's bonds were rated by Moody's and Fitch at Aa2 (Stab'e) and AA (Stable), respectively.
+ the total transaction included two series of bonds maturing between 2022 and 2029. The bonds were structured to generate upfront
savings.
+ the financing was set up with two closing dates (April 8 and May 4) so that the County could current refund the 2011 bonds on a tax-
exempt basis
• Print advertisements were placed in the lihue Garden Island and Honolulu Star Advertiser the Sunday prior to the bond sale. Onl ne
banner ads were also used in The Garden Isiand and Star Advertiser. A Voluntary Notice of Potential Financing was posted on EMMA
The County also posted a press release prior to the bond sa'e.
■ A retail order period was held on March 23rd.
■ An investor presentation was disseminated with the POS and viewed by 15 investors. The County held Zoom calls with both Bank of
Hawaii and First Hawaiian Bank. 3 of the investors who viewed the presentation online put ir7 orders during the inst.tutional order
period
Page 17 BofA SECURITIES ��l/
County of Kauai
528,560,000 of General Obligation Bonds, Series 2021A&B
Sale Date: March Z3,2021
• Due to volatile market conditions, the transaction was accelerated into the retail order period date. The County received more than
$92.1 million of orders throughout the order period, leaving the transaction 3.2x over subscribed. The amount demand expressed
allowed the underwriters to lower yields between 2 and 23 basis points across the yield curve. 19 institutional investors placed orders
for the bonds.
• The County will realize $2.1 million of present value savings or 7.6% of refunded par with the refunding. In aggregate, the bond financing
had an escrow efficiency of 86.3%.
State of Hawaii
$1.15 Billion General obligation Bonds of 2020, Series GA, GB and GC
Sale Date: October 21, 2020 _
• The transaction included both $147 million of tax-exempt and $1 billion of taxable Bonds, the proceeds of which will be used for working
capital and to refund certain outstanding Bond Anticipation Notes of the State.
• The finance team and Governor Ige met with each of the three rating agencies via video conference from Honolulu.
■ Moody s assigned a Aa2 rating with a Stable Outlook, S&P assigned a AA* rating with Negative outlook and Fitch assigned a AA
rating with Stable Outlook.
• The Series GA bonds were sold on a tax-exempt basis. Series GB and GC bonds were sold on a taxable basis to allow for a flexible use of
proceeds at a comparable cost to tax-exempt debt. The premium generated by Series GA was utilized to pay cost of issuance of all
bonds and redemption costs associated with Series GC bonds. BofA actively worked with bond counsel in order to make sure this is
compliant with the State's laws and federal tax laws.
• Series GA bonds were structured as one year maturity, Series GB bonds were structured as two to five year maturities and Series GC
bonds will begin principal amortization in year five with final maturity of 20 years. The taxable bonds were sold with a make -whole call
through the first 10 years and a par call thereafter.
• A Notice of Potential Sale was posted on the State's investor Relations website and on EMMA. An electronic investor presentation was
disseminated in conjunction with the POS and was viewed by 47 investors. The State held one-on-one conference calls with Bank of
Hawaii and First Hawaiian Bank. An investor video presentation on Zoom was attended by 17 investors (many of whom submitted
questions in advance).
• BofA was able to reduce the State's credit spreads during both the Revised Price Guidance and Launch calls. The State received over $3
billion of orders from over 80 investors.
• Despite the economic impacts of the pandemic and large supply of municipal bonds, the robust investor demand was a recognition of
the strength of the State's credit and a comprehensive investor outreach effort led by BofA. The All -in True Interest Cost for the 202C
new money financings was only 0.74%. Due to strong demand, the State was able to increase the transaction size by $100 million at the
verbal award.
COP/Lease Revenue Financing Experience
BofA also is a leading underwriter of lease revenue bonds andCOP/LEASEATIONAL
certificates of participation ("COP"), ranking as the "Number Two' January 1, 2018 toZ021YTO
underwriter since 2018, having senior managed 24 financings t82 $3.315
totaling over $1.9 billion. Of particular note, Mr. Lauterbur has
senior managed COP financings for the State of Hawaii (No.1 Capitol
District State Office Building and Kapolei State Office Building) and IP1.&.� - 25 $1.816
for the Department of Hawaiian Home Lands. We also served as co-
wellaf„p
senior manager on the Airports Division's ESCO COPS in 2013. This ���
makes BofA a market leader of COPS in Hawaii, as there have only °tl 'h��imI S 159
been five such issues sold by the State to date. Additionally, we are Source: Securities Data company.
appointed to serve as a senior manager the State's COPS to fund the Note: Rankings reflect true economics. Figures within bars
construction of Ala Wai Canal. While financing and construction is denote number of issues. Par amount inmilfions.
currently on hold, we worked with the State and its financing team to initiate the financing process.
8ofA also is a leading underwriter of lease revenue bonds and COPS for municipal issuers throughout the West Coast.
This includes financings for the Oregon State Department of Administrative Service, the State of California Public
Works Board, the State of Arizona, the State of Colorado and the County of Los Angeles. Most recently, BofA senior
managed COP/Lease Revenue Bonds for the City of Los Angeles, City of Long Beach, County of Riverside, City of
Sacramento and the State of California Public Works Board. Below we provide case studies for the State of Hawaii's
2009 and 2013 COPS as well as a recent transaction for the City of San Buenaventura.
State of Hawaii
$41,120,000 Certificates of Participation (State OMm Buildings) 2009 Sedes A
Sale Date: October 15, 2008
• BofA served as the sole manager for the State's refunding Certificates of Participation COPS 2009 Series A.
Page 18 BofA SECURITIES ����
State of Hawaii
$41,120,000 Certificates of Participation (State Office Buildings) 2009 Series A
Sale Date: October I5, 2009 _
• Proceeds of the 2009 Series A Certificates were used to refund the State's $31,305,000 Certificates of Participation (Kapolei State Office
Building), Series 1998A and $15,880,000 Certificates of Participation (No. 1 Capitol District State Office Building), Series 2000A.
• BofA and bond counsel modernized the CODs lease prov'sions, a iminating the debt service reserve fund.
• BofA worked with the State and secured ratings of "Aa3/AA-/AA-" - only one notch below each of the State's respective General
Obligation Bond rat.ngs.
• The retail order period on October 14th generated over $39 million of reta-i orders (95% of the bonds available), despite a volatile
municipal market.
• The retail order period was so successful that BofA was able to accelerate the institutional order period and price all of the bonds on
October 14th.
• The COPS refunding generated over $2.6 m,llion of PV savings (5.6%) and over $3.6 mi lion of cashfiow savings in FY2010&11.
$167,740,000 Series 2013 Lease Revenue Certificates of Participation ("Cops"}
Sale Date: December 10, 2013
• BofA served as a co -sen or manager for Hawaii Airport Series 2013 Lease Revenue Certificates of Participation ("COPs")
• The COPs were sold to pay for $150 million in energy conservation projects at 12 of the State's 15 airports.
• The projects are part of a 20 year energy performance contract with Johnson Controls International anticipated to result in a 49%
reduction of energy usage.
• Changing airport lighting systems to LED, rep acing heating and air conditioning systems, electric transformers and installing solar panels
over parking garages are the largest projects in the contract.
• The debt is structured as lease revenue certificates of participation payable from all net revenues of the Airports Division after payments
are made on the $877 million outstanding Airport System Revenue Bonds.
• The COPS were sold w th an increasing debt service profile structured to match the increase in annual energy savings guaranteed from
Johnson Controls under the energy performance contract.
• Interest on the COPS will be subject to the alternative minimum tax.
• The COPS received an A3 rating from Moody's and A minus ratings from both Standard and Poor's and Fitch. Those ratings are one notch
lower than the airport division's outstanding lease revenue bond debt.
• $75 m'llion of profess onal retai' orders were received and pricing was accelerated by one day due to strong market reception. The
financing rece ved almost $1.2 billion of total orders, leaving it 6x oversubscribed.
• The al -in cost of the financing was 4.65%.
City of San Buenaventura, California
$8,100,000 — 2021 Refunding Certificates of Participation, Series A (Tax -Exempt)
$12,850,000 — 2021 Refunding Certificates of Participation, Series B (Taxable)
Sale Date: May 4, 20.21 _
• Sale Date: May 4, 2021
• Rating: AA (stab e) from Standard & Poor's
• Structure: Series A wrapped around Series B and the final maturity was shortened to achieve a lower cost of funds and improve savings
• Leased Asset: City Ha.I
• Reserve Fund: None
• Redemption Provisions:
Series A. Optional Redemption on October 1, 2031
Series B. Make. who a at UST +10 bps
• Orders: Over $56.1 million of orders were received from a mix of indiv'dual retai and institutional investors —Series B was oversubscribed
by 4.1x
• Unique Investors: 15 institutional investors placed orders
• Spread Reductions: The strong order book allowed BofA to tighten spreads to benchmark Treasury y elds by 10 to 17 basis po nts (as
illustrated to the right)
• Amount Underwritten: $6.1 million (Series A only)
• Gross Savings: $5.4 million
• Present Value Savings: $4.3 million
Qualified Energy Conservation Bonds ("QECBs") and Energy Efficiency Leasing
The Stimulus Act of 2009 also created Qualified Energy Conservation Bonds ("QECBs") to finance facilities that reduce
energy consumption. Similar to QSCBs, these bonds can be sold either as tax credit or as federally subsidized bonds.
QECBs are designed to provide the issuer with an interest subsidy of up to 70%. It is our understanding that the
State's allocation of $13.63 million has yet to be utilized.
BofA is one of only a handful of firms that have sold QECBs. Our experience includes transactions for the Los Angeles
Department of Water and Power, King County Washington and Rancho California Water District. A case study for
the City of San Diego financing is provided below.
tiPage 19 BofA SECURITIES ���
$13,100,000 2011 Taxable Qualified Energy Conservation Bond ("QECB") Financing
Sale Date: April IS, 2.011 _
• The City of San Diego selected BofA to provide $13.1 million in Taxable Qualified Energy Conservation Bond ("QECB") financing for a
Broad Spectrum Street lighting program.
• 8ofA helped the City secure its allocation with the California Debt Limit Allocation Committee ("CDLAC").
• The entire $17.8 million project will fund 36,000 energy-saving replacement street lights, with $13.1 million in QECB funds (for 28,700
street lights) and the balance in grant funding.
• Savings from the QECB funding are anticipated to be $1.6 million annually, with a one-time incentive of $614,000 from San Diego Gas &
Electric. In addition, the program cost savings are expected to cover debt service.
• The transaction closed on April 15, 2011.
• The City of San Diego is a significant client of BofA — past services have included treasury accounts, credit facilities and public finance
investment banking.
Banc of America Public Capital Corp (BAPCC), a wholly-owned subsidiary of Bank of America N.A., is an active
participant in the energy efficiency financing space. Financing vehicles include tax-exempt lease -purchase
agreements, tax -advantaged structures, non -tax and tax structured financing (energy/utility service agreements,
shared savings agreements). The types of projects financed includes energy efficiency projects such as renewable
(solar, wind and geothermal heating and cooling), lighting upgrades, HVAC, water conservation efforts, boilers,
chillers, etc. Below we provide list of the lease financings we purchased for the State of Hawaii.
Closing Date Department Par Amount
8/1/2013 Department of Accounting and General Services $18,834,612.90
4/13/2016 DOT - Airports Division 8,056,521.00
3/31/2017 DOT - Airports Division 51,473,426.71
7/8/2015 DOT - Highways Division 60,286,091.00
9/17/2015 DOT - Harbors Division 26,245,564.00
11/17/2017 University of Hawaii 6,301,662.00
11/17/2017 University of Hawaii 24,183,428.00
Total: $195,381,305.61
Short -Term Debt Instruments.
BofA's municipal variable rate portfolio is of manageable size, which ,. PORTFOLIO
allows us to focus on individual programs. Our Municipal Money Amount
Markets ("MMM") desk currently manages over 700 municipal Mode „ T outstanding
variable rate debt programs with an outstanding par amount of over DailyvRDOs $6.1
$59.7 billion. To ensure sufficient capital is available to support our Weekly VRDOs 46.9R -FLOATS 0.7
issuers' programs on an ongoing basis, including periods of market Commercial Paper 6.0
volatility, our MMM desk routinely evaluates and adjusts our Total $59.7
underwriting limit. The MMM desk is currently staffed by four Note. Excludes auction rate securities. Amounts inb;rrions.
underwriters/ traders/remarketing agents and is led by Mr. Thomas Murray. The desk exclusively underwrites and
markets short-term and variable rate municipal products and is supported by a team of four institutional short-term
sales professionals and two sales assistants that cover the largest money market funds, trust funds, investment
advisors, insurance companies, hedge funds and corporations. These professionals workjointlywith our Institutional
Financial Consultants and local retail offices to sell and remarket short-term paper at the lowest possible yields. Of
note, most of BofA's "seasoned" variable rate programs have broad distribution networks, including high net worth
retail investors.
Below we have provided a case study for the City and County of Honolulu's tax-exempt commercial paper program.
BofA serves as the City's dealer for the program. The City has benefited greatly from this program over the past
decade as it has provided not only flexible interim financing but also an extremely low all -in cost of funds. We believe
that a commercial paper program could have significant benefits for the State's general fund, as well as for the
Airports Division and the University. We also provide a case study for the various variable rate programs that we
support for the State of California. This includes serving as remarketing agent on VRDOs, dealer on commercial paper,
underwriter on index floating rate bonds, providing bank LOC facility support and a $500 million revolving credit
facility.
City and County of Honolulu
$450,000,000 General obligation tax -Exempt Commercial Paper,
Closing Date: December, IS 2015
Page 20 BofA SECURITIES ���/
• BofA currently serves as dealer for the City and County of Honolulu's (the "City") entire Commercial Paper programs.
• The banking team has assisted the City with the pricing and administration of its commercial paper program since its inception in 2001,
including the facilitation and negotiation of its bank facility support in 2004, 2010, 2012, 2015 and 2018.
• The City most recently replaced its expired RBC facility with Bank of America, N.A..
• The City also expanded the program by $350 million to fund the rail system.
• The City's commercial paper program has proven a critical finance tool, not only for its extremely low cost as an interim financing vehicle,
but also as an alternative form of borrowing. In 2008, during the height of the financial crisis, the City was able to borrow with its
commercial paper program. This was at a time when both the variable rate (VRDOs and ARCS) and fixed rate markets were essentially
closed.
• The City also has used the commercial paper program to provide interim financing for the H -Power waste to energy facility and Honolulu
Authority for Rapid Transportation (HART). The City was able to borrow on the commercial paper program in 2010, as the H -Power
private activity project qualified for tax exemption under the American Recovery and Reinvestment Act of 2009.
State of California
_Various Variable Rate General Obligations _
BofA Serves as Remarketing Agent
• $75,000,000 Variable Rate General Obligation Bonds, 2003 Series B-2
• $75,000,000 Variable Rate General Obligation Bonds, 2004 Series A-4
• $85,850,000 Variable Rate General Obligation Bonds, 2005 Series A-1-1
• $98,100,000 Variable Rate General Obligation Bonds, 2005 Series B-2
• $49,100,000 Variable Rate General Obligation Bonds, 2005 Series B-3**
BofA Serves as Commercial Paper Dealer
• $500,000,000* General Obligation Commercial Paper Notes, Series AS/Bl*
• $500,000,000* General Obligation Commercial Paper Notes, Series A2/B2**
• $50,000,000 General Obligation Commercial Paper Notes, Series A6/B6**
• 500,000,000 General Obligation Commercial Paper Notes. Series C1/D3
Bank of America. N.A. as Letter of Credit Provider
• $100,000,000 Variable Rate General Obligation Bonds, 2003 Series C-1
• $49,100,000 variable Rate General Obligation Bonds, 2005 Series A-3
• $147,100,000 Variable Rate General Obligation Bonds, 2005 Series B-1
• $50,000,000 General Obligation Commercial Paper, Series A -6/B-6**
Bank of America. N.A.-as Revolving Credit Facility Provider
• $500,000,000 General Obligation Revolving Credit Facility
Index Fl_oatinx Rate Bonds
• $100,000,000 General Obligation Bonds, Series 2013D (Index Floating Rate Bonds)
'Shared with other deolers, SofA is allocated rolls from the State as needed.
-Currently outstanding.
Municipal Credit Products.
At BofA, our public finance and municipal credit professionals work together to seamlessly provide products and
services to best meet our clients' needs. Our value-added alternatives can include municipal credit products, capital
markets solutions, derivative enhancement and/or restructuring or a combination structured to balance the State's
overarching financing objectives, risk profile and ultimate cost of funds.
We are a leading credit/liquidity provider through Bank of America, N.A., our legal counterparty for the majority of
credit facilities entered into by BofA, and we are active in both the traditional and direct purchase bank markets. As
one of the largest bank lenders in the world, the Bank's experience from 2018 through 2020 includes executing more
than $47 billion of municipal credit transactions nationally. Our municipal credit team has an extensive track record
of providing flexible and cost-effective "on- and off-balance sheet" credit solutions to a wide range of municipal
issuers, including states, cities, counties, airports/ports, utilities, and other revenue bond issuers.
Below please find several recent case studies for the Bank, the majority of which were executed on behalf of our
Western State clients. The case study for our December 2016 Harbors direct purchase was provided earlier in this
section, and was executed through our Municipal Credit Products team.
$600,1100,000 Taxable General Obligation Bond Anticipation Notes of 2020 (Direct Purchase)
Closed Date: April 14, 2020
• The Notes were issued to fund on an interim basis $600 million of general governmental projects; the bridge loan will help the State fund
critical projects that will in effect serve as a form of in-state fiscal stimulus.
• The State initially had planned a public sale, but decided to pursue a direct purchase given market volatility and uncertainty around the
impacts of COVID-19 on the State's credit; the State ultimately determined that drafting disclosure for a public sale prior to its May 2020
Page 21 BofA SECURITIES ��%
Council on Revenues meeting was not feasible given the impact of COVID-19 on the State's budget; the municipal market was essentially
shut down in the weeks leading up to the transaction.
• BANA was able to offer the State $600 million as an interim financing, to be refunded with long-term G.O. bonds in 2020 or 2011.
• BANA expedited the transaction and executed the direct purchase within two weeks compared to a public offering which typically takes
2-3 months.
• Although rat ngs were not required, the f nance team assisted the State with the development of a comprehensive credit update for the
rating agencies in light of the potential impacts of COVID-19.
• The BANs were structured on a taxab'e basis to avoid any private activity issues.
• The BANS were a so structured with par coupons which helped avoid the State's premium limitation.
• The transaction included two tranches:
— $300 mil ion maturing in 12 months (non -callable)
— $300 m!l ion matur,ng in 18 months (callable in 12 months)
• Public market new issuance during the week of pricing was only $4 billion (down from the typical $10-12 bil'ion per week in more normal
markets).
• Over the two days lead;ng up to pricing, 1 -year US Treasury rates increased by 5 bps.
• In October 2020, the State and BANA agreed on a negotiated basis to a partial early prepayment of $400 million of BANS which provided
significant debt service savings to the State.
City and County of Honolulu
$100,000,000 General Obligation Commercial Paper Program
Closed Date: December 10, 2020
• The C-ty and County of Honolulu has long maintained a General Obligation Commercial Paper Program to provide interim funding for its
projects, previously supported by two separate bank liquidity facilities.
• In fall 2018, with the exp',ration date for one of the liquidity facilities approaching, the City and County requested that the incumbent
bank provide an extension, which surh bank declined to provide.
• Based on the strength of BofA's overa I relationship w th the City and County, the Bank was able to quickly approve providing a substitute
liquidity facility to replace the exp ring facility.
• In December 2018, the Bank closed on a one-year substitute liquidity facility, which will provide additional time for the City and County to
cons -der how best to utilize its CP program going forward.
• In December 2019, this facility was extended for an additional year.
• Most recently, in December 2020, the City and County extended this facility with BANA on a negotiated basis, for an addit onal three
5tate of California
$350,000,000 General Obligation Commercial Paper Program
Closed Date: December 1, 2020
• The State of California has long maintained multi -billion General Obligation VRDO and General Obligation Commercial Paper Programs to
provide variable rate and interim funding, respectively, for a range of GO projects issued on behalf of various State departments and bond
acts.
• The Bank has served as one of the State's leading credit providers for many years, and in 2019 BANA extended our existing $250 million
VRDO and $350 million CP facilities for an additional two years, based on the results of a competitive RFP process.
• Most recently in December 2020, our $350 million CP facility was extended for an additional three years.
City • County of Honolulu
S252,520,000 Wastewater System Revenue Bonds, Series 2017 (Direct Purchase)
Closed Date: December 20, 2017
• Series 2017 FO, FR, and FS Bonds (tax-exempt) advance refunded Series 2011 DZ, 2012 EE, 2013 EH and 2014 for economic savings.
• The transaction initia,ly k cked off as a public bond sale that was scheduled to price ,n January 2018. As a result of the Tax Jobs and Cuts
Act of 2017, which proposed to eliminate tax-exempt advance refundings by December 31st, 2017, the State decided to also explore a
direct purchase with Bank of America.
• The direct purchase is an expedient financing as it does not require a disclosure document or credit ratings.
• The 2017 direct purchase loan was not rated, as Bank of America does not require ratings for direct purchases.
• The refunding was structured with three series, which will allow the State to realize un form cashflow savings over the life of the
financing.
• The ultimate tenor of the direct purchase was 16 years, we I beyond Bank of America's standard 10 year tenor restriction.
• BofA worked with Tax Counsel to confirm the multi-purpose al ocations.
• The public municipal market weakened in the weeks leading up to the transaction due to the heavy supply of advance refundings
attempting to price and close before December 31st.
• The interest rate set for the direct purchase was very comparable to where a public market rate would have been if sold on the same day
as the rate lock.
• The refunding generated over $19.3 mil ion present value or 7.50% of refunded par.
• The 2017 Bonds maturity after 13 years have a 10 -year par call.
Page 22 WA SECURITIES ���/
ESG (Environmental (Green), Social and Corporate Governance Sector.
ESG stands for Environmental Social and Governance, and refers to the three key factors when measuring the
sust�a}inability and ethical impact of an investment in a business or company.
YJ Environment q Social Ll Governance
We're helping society transition
to a low -carbon economy and
supporting sustainable business
activities.
We're helping communities and
individuals thrive by advancing
economic and social progress and
by being a great place to work.
011r commitment to er-nmentai sustainat
We're committed to best practices
in corporate governance, and
our employees play an important
role in our commitment to acting
ethically and living to our Code of
Conduct.
Bank of America is committed to improving the environment in how we approach our global business strategy, work
with partners, make our operations more sustainable, support our employees, manage risks and govern our
activities.
Building on our longstanding support for the Paris Climate Agreement, we have a goal to achieve net zero
greenhouse gas (GHG) emissions in our financing activities, operations and supply chain before 2050. Our
Environmental Business Initiative will deploy and mobilize $1 trillion by 2030 to accelerate the transition to a low -
carbon, sustainable economy, as part of a broader $1.5 trillion sustainable finance goal aligned to addressing the
United Nation's Sustainable Development Goals (SDGs). Our multi-year financing commitment provides financial
capital, along with significant intellectual capital, to develop so!utions to climate change and other environmental
challenges. It focuses on low -carbon energy, energy efficiency, and sustainable transportation, in addition to
addressing other important areas like water conservation, ;and use and waste.
We also are making our operations more sustainable — including achieving carbon neutrality and procuring 100%
renewable electricity in 2019, a year ahead of schedule. We offer programs and benefits that help employees
become better environmental stewards. Importantly, we are committed to managing environmental and social risk,
as well as providing industry-leading disclosures on our progress
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Page 23 BofA SECURITIES ���
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Page 23 BofA SECURITIES ���
In 2020 issuance of green, social, sustainability and sustainability -linked bonds doubled from 2019 and it Fs estimated
that total ESG bond issuance may exceed $850 billion by the end of 2021 as innovative labels such as Sustainability -
linked, Social and Transition financing see significant growth. For 2021, BofA Global Research estimates between
$30 billion and $35 billion of municipal ESG bonds will be issued — a new record. Given the asset class's scarcity,
investor are less likely to be overly price sensitive, so issuers benefit from lower rates as well as increased demand.
The market, in general, continues to see more consistently quantifiable evidence around this trend. The San
Francisco Public Utilities Commission and City of Boston GO transactions (BofA senior managed) were both able to
achieve pricing benefit when compared to the non -green series with the same maturity and coupon characteristics.
■ Sl narat tJ 5crds
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BofA is a leading underwriter in the "green" bond space, having
senior managed 59 financings for over $6.7 billion since 2018. This January 1,2o18tozozlYTD
includes a number of high profile corporate cl'ents such as Toyota. "° 52 $6,414
We served as senior manager on the first green bond transaction to tFit 711 TIFS Y!/ L $6.773
be sold by a municipal entity — the Commonwealth of
Massachusetts. We also played a leadership role in the 4141 �' 45 $
SA71
development of the Green Bond Principles (Principles) which were m° 9•^sr, + 76 550$4
based on a white paper, "Framework for Green Bonds," published Wirt-ar9^ 1 41 $4.797
in 2013 and co-authored by BofA. The white paper was republished
in January 2014 as the Green Bond Principles with the help of two source. ank-ngsrSecurities Data rueecoCompany.
Note. Ronk�ngs reflect true economics, figures within Bars
additional drafting banks and the backing of nine other banks. This denotenumbercfi55ues Paramountinmillions.
has helped catalyze the flow of funding to support Green projects globally. As a leader in the space and as a Green
Bond issuer itself, BofA understands the internal processes and requirements of administering a Green Bond
program as well as enjoys the benefits of offering Green Bonds and is well positioned to share this expertise with
the County. Most importantly, we senior managed the State of Hawaii's green bond transaction in 2015 — proceeds
of which used to make the Turtle Bay land acquisition. Case studies for this transaction as well as for City and County
of Honolulu, State of Connecticut and San Francisco Public Utilities Commission are provided below.
$35,OOOAM General Obiigatlon Bonds of 2015, Series EU w ry
Sale Date: October 15, 2015
• The Series EU Bonds were designated as Green Bonds and sold for par amount of $35,000,000 of proceeds wi I be used to acquire land for
conservation purposes.
• The land acquisition is located on the North shore of Oahu, near the Turtle Bay Resort.
• The acquisition was part of an agreement reached with the Turtle Bay deve opers, who in turn for selling the land into conservation,
would be allowed to develop a portion of their property for residential homes, two small hotels and timeshare units.
• The conservation land includes 617 acres which will go to the State and 48 acres to the City and County of Honolulu (from Kawela Bay to
Kahuku Point).
• Protects in perpetuity 4% of Oahu's coastline, and provides public access of four miles of coastline, eight miles of trails.
• Turtle Bay Resort is solely responsible for maintenance, security and liability.
• Due to the par-ish coupon structure, the al -in True Interest Cost for the Series EU (Green Bonds) was only 2.96%
• The Ser es EU Green Bonds were also sold with a pari-sh structure to minimize total premium and hence limit the State's requirement to
track these proceeds going forward.
• The Green Bonds priced at a slight pricing advantage in select maturities versus the comparable non -green issue.
• The bonds maturing after SO years will have a par call feature.
iti~I Page 24 BofA SECURITIES ����
$20,060,000 General Obligation Bonds, Series 2017G
Sale (Date: August 16, 2017
• The Series 2017G Green Bonds (taxable) were designated as Green Bonds and sold for par amount of $20 million of capital improvements
at the H -Power facility.
• The City's ratings were affirmed by Moody's and Fitch at Aal and AA+, respectively — both with Stable Outlooks.
• The facility was originally built in 1990 and underwent a major expansion project which was completed in 2012.
• There was no requirement for the City to provide further project updates since the facility have been fully expended.
$300,000,000 General Obligation Bonds 12021 Series B) (Social Bonds)
$169,265,000 General Obligation Refunding Bonds (2021 Series C)
$221,225,000 General Obligation Refunding Bands (2021 Series D) (Forward Delivery) (social Bonds(
Sale Date: M!Y 19, 2_021
• On May 19, 2021, BofA Securities ("BofA") served as lead bookrunner for the State of Connecticut's ("State") $691 million tax-exempt
Genera: Obligation Bonds
• The issue included three series of bonds: 1) $300 million Series B Bonds, which will finance new capital projects, 2) $169 million Series
C Bonds, which will refund outstanding bonds for savings, and 3) $221 million forward -delivery Series D Bonds, which will refund
outstanding bonds for savings
• This offering represented the State's inaugural issuance of Social Bonds, with the proceeds from the Series B and D Bonds being used
to finance school construction and related education expenses and refund bonds originally issued to fund education -related projects,
respectively
• The State designated the Series a and 0 Bonds as "Social Bonds" based upon their alignment with the core components of ICMA's
Social Bond Principles, including access to the essential service of quality education, and "Goal 4: Quality Educat on" of the United
Nations 17 Sustainable Development Goals
• The Series B Bonds were structured with level principal amortization over 20 years (2021-41) and a 10 -year par call, and the Series C
and D Bonds were structured to generate level annual savings by refunded bond series, with the Series C Bonds maturing 2021-24 and
Series D Bonds maturing 2022-31
• The State achieved three rating upgrades in conjunction with the transaction {with four total upgrades over the past two months(, and
the Bonds were rated Aa3 by Moody's, A+ by S&P, AA- by Fitch and AA by Kroll — all with stable outlooks
• BofA led a robust marketing process that included: 1) posting a Not ce of Potential Financing on EMMA two weeks prior to POS
release; 2) posting a slides -only investor presentation and video from the Treasurer in conjunction with the POS; 3) advertising via
print, digital and streaming services; and 4) fielding investor questions by phone and email
• 81 unique investors ultimately viewed the State's investor presentation and/or video in some capacity, 19 of whom ultimately
placed orders Individual and professional retail investors received priority access to the Series 8 and C Bonds during a one -day
reta I order period, with first and second priority given to Connecticut individual and professional retail, respectively
• The retail cyder peric.d generated nearly $556 million in orders, with over 20% from Connecticut retail
• Given the strong retail response, BofA proposed tightening spreads by 1-4 bps for the institutional pricing
• ESG investors received priority access during the institutional pricing
■ The institutiona! pricing generated an additional $2.8 billion in priority orders, resulting in $3.4 billion total priority orders and
subscription ranging from 1.5x to 10 7x
■ The strength of the subscription allowed BofA to lower yields by 2-10 bps across the curve
• 102 unique investors submitted crders for the Bonds, including three ESG investors and 23 new investors
• The State wtimately achieved an all -in TIC of 1.594% and refunding NPV savings of $55.4 million (12.7Y,), with a 7 by forward premum
on the Series D Bonds ('-5 bps per month)
$150,895,000 2020 Sub -Series A BondsJ WSIP) (Green Bonds) y
$61,330,000 2020 Sub -Series B Bonds (Regional Water)
$85,335,000 2020 Sub -Series C Bonds (local Water)
$49,200,000 2020 Sub -Series D Bonds (Retch Hetchy Water)
Sale Date: September 9, 2020
• On September 9, 2020, BofA served as senior manager on SFPUC's San Francisco Water Revenue Bonds, Series 2020ABCD
• Each sub -series was structured with term bonds maturing in 2045 and 2050; however, a diverse blend of 3%, 4% and S% coupons
were offered with various 10 -year and 7 -year par call options
• Aa2/AA- ratings with Stable Outlooks from Moody's/S&P
• Proceeds of the sale funded various utility system capital improvements and fixed out $230 million of commercial paper notes
• The Sub -Series A bonds are Green Bond certified from Climate Bonds Initiative and further verified by Sustainalytics
• BoWs pre -marketing campaign included an online investor roadshow that garnered 13 unique institutional investor views
• Market reception was strong with $1.5 billion in total orders achieving 4.3x aggregate oversubscript on
• Strong order flow allowed BofA to reduce yields 2 to 5 bps in all maturities
Notably, given considerable investor demand on the Sub -Series A (Green Bonds), the 2050 green bond maturity secured a yield 1
by lower than a comparable maturity of the non -green Sub -Series C
• BoWs execution secured an aggregate arbitrage yield of 1.93% and an aggregate TIC of 3.24% for SFPUC
Page 25 BofA SECURITIES ���/
Community Facility District/Specipl Assessment District Bonds
BofA has significant experience in underwriting and distributing land -secured financings such as Assessment District
Bonds ("AD") and Community Facility District ("CFD") f'nancings. This experience dates back to the 1980's, when
Merrill developed many innovative structures for land secured transactions in California and Hawaii. Such structure
involved issuing variable debt in the development stages of the project, and subsequently refunding to fixed rate
bonds once the improvements are completed and ready for sale by the developers.
BofA's lead banker for the County, Frank Lauterbur, has extensive land secured financing experience. In fact, during
his 30 -year career, Mr. Lauterbur has worked on both residential and commercial land development projects. Over
this timeframe, he has senior managed transactions for municipalities including the Hawaii Community Development
Authority (3 separate non -rated improvement district issues in 1986, 1988, and 1990), the Department of Hawaiian
Homelands ($18 million non -rated revenue bond financing), Los Angeles County (5 senior managed CFD
transactions), City of Irvine (5 senior managed issues), Orange County ($165 million variable rate assessment district
for the Newport Coast project), City of Long Beach (a taxable assessment district issue to fund seismic retrofitting in
1990 and a special tax transaction for the City's commercial project in 2002), City of Tustin (4 assessment district
issues), City of Manhattan Beach (underground ut: ity assessment district financings in 2004 & 2006), City of
Huntington Beach (Bella Terra Project), and the Rancho California Water District (CFD #89-5 issued in conjunction
with the County of Riverside in 1998), Throughout Mr. Lauterbur's career he has worked with major real estate
developers including The Irvine Company, Lennar Homes, Developers Diversified Realty, The Walt Disney Company
and Howard Hughes Land Development (General Growth).
Page 26 6ofA SECURITIES ���/