Tax-Exempt Bond Compliance Conference 2019 Agenda
Hilton Orlando Lake Buena Vista | Orlando, FL
December 9-11, 2019
Monday, December 9, 2019
7:00 am − 5:00 pm Registration
7:00 − 8:00 am Breakfast
8:00 − 8:30 am Welcome and Opening Remarks
Denise Laussade, Program Chair
8:30 – 10:15 am Back to Basics: All About Tax-Exempt Bond Compliance
Foundational overview of tax-exempt bond compliance presented as a life cycle for a tax-exempt bond funded project. This is meant to be a starting point for new participants in this field, or a refresher for more seasoned practitioners.
Identify the organizations with statutory, regulatory or disclosure oversight of the issuer
Delineate the areas of compliance that are the issuer’s responsibilities
Understand the compliance requirements over the bond lifecycle
10:15 − 10:30 am Morning Refreshment Break and Networking
10:30 am − 12:00 pm Compliance – Policy & Implementation
One of the first steps towards post-issuance compliance is creating and adopting an institutional policy to serve as a roadmap for compliance. The first part of the session will focus on developing a compliance policy, including advantages of adopting a policy, suggested components and issues to address in your policy, and some best practices. The second part of the session will focus on policy implementation and will provide insights on initiating post-compliance efforts and on-going monitoring and oversight. While there is no “one size fits all” solution, there will be a compare-and-contrast of different institutions’ approaches to managing compliance requirements and responsibilities.
Identify issues to address in the post‐issuance compliance policy
Select internal / external stakeholders to include when drafting policy
Recognize why the tax certificate is not acceptable as your post‐issuance compliance policy
Determine how often the policy should be reviewed and updated
Determine if there are certain compliance tasks that may be excluded from the compliance policy
12:00 − 1:15 pm Networking Lunch
1:15 − 2:15 pm Arbitrage Is Not a 4-Letter Word!
This session will examine the various IRS rules related to arbitrage on a tax-exempt bond issue for both a rebate and penalty (option or selection). There will be a review of the available exceptions, common deadlines, commonly used terms, and why reporting arbitrage is not necessarily a bad thing for the issuer. Best practices in the planning, issuance, and post-issuance for arbitrage compliance any bond issue will be highlighted.
Arbitrage rebate rules, deadlines and exceptions
Considerations when planning a bond issue
How an issuer might benefit from having arbitrage
2:15 − 2:30 pm Afternoon Refreshment Break and Networking
2:30 − 4:00 pm Practical Approaches to Measuring Private Business Use
Approaching the measurement of and compliance with private business use restrictions can be a daunting task. This session will focus on practical strategies and procedures that help complex institutions track and measure private use on an on-going basis. The presentation will include how to define a project, allocate qualified equity, and translate private use exposure to the use of bond proceeds. The approaches shared will help you take the first step in measuring private use at your own institution, and ultimately help you construct a lasting strategy to post-issuance compliance.
Employing practical strategies for private use compliance
Constructing procedures for private use tracking
Calculating private business use allocable to projects/bonds
4:00 − 4:15 pm Session Transition
4:15 − 5:15 pm PBU – It's a Campus Thing
This discussion of what schools are doing in the way of outreach to educate the campus on private use rules and restrictions will include the need to interact with real estate, facilities management, grants management and those negotiating contracts that could have PBU ramifications. Also addressed will be possible timing implications with the new bond disclosure requirements and how this may change processes related to information gathered from campus for annual PBU calculations.
Who needs to know
How do you reach them
Suggestions about training and tracking options
5:30 – 7:00 pm Networking Reception
Tuesday, December 10, 2019
7:00 am − 5:00 pm Registration
7:00 − 8:00 am Breakfast
8:00 − 9:00 am Managing PBU – The Challenges and Benefits of an Automated Approach
The example of one university's migration from spreadsheet to web based PBU reporting will provide attendees a road map for implementing a practical approach to post issuance compliance. The challenges commonly faced in such an implementation as well as benefits achieved by the University will be highlighted. Re-enforcing the fundamentals of private business use measurement, including certain exceptions, this session will help attendees with implementing a similar comprehensive approach to managing post issuance compliance.
Managing PBU opportunities
Organizing data for optimal PBU measurement
9:00 – 9:15 am Session Transition
9:15 – 10:15 am TEFRA, Floating Equity, Post Issuance Compliance and You
This overview of recent regulatory changes covers TEFRA notices/approvals and private use planning opportunities arising from the use of qualified equity in tax-exempt financings. This session will also include a discussion of practical tips for related post-issuance TEFRA compliance policies.
Familiarize borrowers with new TEFRA Regulations
Introduce concepts of floating equity for transactional planning
Provide practical tips for post-issuance TEFRA compliance
10:15 – 10:30 am Morning Refreshment Break and Networking
10:30 – 11:30 am Show Me the Money – Now That I Have Bond Proceeds, How Do I Spend Them?
This session will address the various appropriate uses of tax-exempt bond proceeds with particular attention to those areas that might cause compliance concerns for university administrators.
Provide participants with the information necessary to address appropriate uses of bond proceeds
Identify traps for uses of bond proceeds that can cause compliance concerns
11:30 – 11:45 am Session Transition
11:45 am – 12:15 pm The Rating Agency Relationship
Rating agency analysts will describe how the rating agency relationship is maintained during the normal course of business, including frequency of communication, who should be involved when, their review processes, and what information is typically reviewed over the course of a year. Emphasis will be placed on the flow of information between an institution and the rating agency, during the period in between bond financings.
Learn the typical requirements for maintaining a credit rating
Understand the rating agencies' views about the purpose and objective of regular credit rating reviews
Gather tips about how to manage the rating agency relationship
12:15 − 1:30 pm Networking Lunch
1:30 − 2:30 pm Staying Out of Hot Water: Compliance with SEC Rule 15c2-12
This session will provide an overview of the continuing disclosure requirements set forth in SEC Rule 15c2-12, including a brief history of the Rule and its core requirements. Particular focus will be placed on the recent amendment to the Rule. The session will also feature the perspective of one major research institution in handling its obligations under the Rule.
Provide practical advice on how best to comply with the numerous requirements under SEC Rule 15c2-12, in a user-friendly format
Explore the latest developments on how to interpret and apply the two new event disclosure requirements
Illustrate how a sophisticated public research institution is managing its real-life compliance with SEC Rule 15c2-12
2:30 − 2:45 pm Afternoon Refreshment Break and Networking
2:45 − 3:15 pm Continuing Disclosure: When Rule 15c2-12 Requirements Invade Your Life – Two Such Examples
How much can a little provision hurt when direct placement financing is needed? And isn't standard bank language only innocuous language in the final analysis? This session will explore the diverted paths experienced by two different universities, one prior to and the other following the new 15c2-12 requirements…a blessing in disguise.
Using required disclosures to assist in development of desired covenants
Understanding public bond investor perceptions of enhanced private placement disclosure
3:15 – 3:30 pm Session Transition
3:30 − 5:00 pm Issuing Bonds in Times of Uncertainty and Adversity
Mark Haas, Vice President for Finance and Treasurer, Michigan State University; H. Jay Bellwoar, J.D. Managing Director, Bank of America Merrill Lynch; Susan Fitzgerald, Associate Managing Director, Moody's Investors Service; Christopher Good, Director, Global Investment Banking, RBC; Erik Kelly, President, Blue Rose Capital Advisors; and Jessica Wood, Senior Director and Sector Leader, S&P Global Ratings
Issuing bonds in times of uncertainty and adversity is particularly challenging when your university is the lead story in the news day after day. Universities are increasingly in the news dealing with a myriad of problems, some of which have resulted in lawsuits and governmental investigations. The panel will present a real-life case study on how a university and its financial partners worked together to meet the financing needs of the school and comply with all the various laws, rules and regulations throughout the bond issuance process.
Why ongoing relationships with financial partners are important
How bond issuance professionals can help universities prepare to navigate uncertain series of events
Why good communication channels and clear procedures are key to success and compliance
Wednesday, December 11, 2019
7:00 − 11:30 am Registration
7:00 − 8:00 am Breakfast
8:00 − 9:00 am Long-term Considerations Around P3s
More and more colleges and universities, both public and private, are exploring partnerships with third-party entities to develop, own, maintain, and/or manage campus infrastructure and programs. The discussion goes beyond the initial economic and risk allocation analysis to highlight longer term considerations for the college/university, including tracking and compliance with private business use constraints; use of special purpose 501c3 entities to issue tax-exempt debt; unwinding a P3 financing structure; and other aspects of P3 financing.
Learn how tax-exempt debt can be leveraged in P3 project financing
Understand private business use concerns with P3 contracts
Understand ongoing financial considerations associated with P3s
9:00 – 9:15 am Morning Refreshment Break and Networking
9:15 – 10:15 am Private Use: Examples, Exceptions and Safe Harbors
This session examines the restrictions on private use of tax-exempt bond proceeds with respect to governmental and 501(c)(3) projects. A brief introduction to the various types of private use and the exceptions provided in the Regulations will be provided. Typical scenarios that may arise for universities will also be discussed, including management contracts, research agreements and naming rights, and the applicable safe harbors provided by the IRS.
Identifying potential private use
Learning the exceptions to private use
Applying private use rules to management contracts, research agreements, and naming rights agreements
10:15 − 10:30 am Session Transition
10:30 am − 12:00 pm Compliance - Perspectives from the MSRB
A moderated discussion will explore the latest developments to interpret and apply the two new event disclosure requirements. The participants will examine compliance and best practices from the perspective of the regulator. What practical advice can be offered to issuers to assist in compliance with the numerous requirements under SEC Rule 15c2-12?
Develop understanding of objectives of regulators/enforcers
Establish strong controls and procedures in bond compliance
Create a work plan for ongoing interactions with the regulators
12:00 − 1:15 pm Networking Lunch
1:15 − 1:45 pm What Happens When LIBOR Goes Away?
With the proposed transition away from LIBOR to the Secured Overnight Financing Rate (SOFR) by 2021, the discussion will focus on the latest market developments, other alternative indices being proposed, and fallback language in new and existing contracts. Planning opportunities and specific issues involving tax-exempt financing will also be reviewed.
Understand market alternatives to LIBOR
Understand documentation issues, including fallback language in new and existing contracts
Understand tax reissuance considerations triggered by the transition
1:45 − 2:00 pm Session Transition
2:00 − 3:00 pm IRS Audits 101
Justin Hughes, Esq., Tax Compliance Director, DAC Bond
This session will provide basic information on the stages of an IRS examination and will walk through the questions from an actual IRS Informational Document Request ("IDR"). Through review of the IDR questions, attendees will learn best practices for being compliant in the various areas covered by the IDR; including record retention, tracking the expenditure of proceeds, private business use, and arbitrage rebate.
Review the stages of an IRS examination
Discuss questions and documentation requests typically covered in an IRS audit
Review best practice methods for being prepared for an IRS examination
3:00 pm Tax-Exempt Bond Compliance Conference 2019 ends
Note: Program Agenda and speakers are subject to change.