CAN WE ADVISE YOU ON FINANCING?
MARKET SOUNDING & PREPARATION
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Hire investment bank
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Prepare anchor investor presentation
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Reach out to 8-10 anchor 4(a)(2) and 144a investors, assuming no formal NDA process (use only click-thru NDA); formal NDA requires additional 2 weeks
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Make updates to market consultant study
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Receive and review construction study
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Investment bank obtains preliminary feedback from anchor investors
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Determination to proceed with 144a or 4(a)(2) market, structure, and terms
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Identify legal counsels
DOCUMENTATION & RATING REVIEW
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Select rating agencies and hold intro/update meetings as needed
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Engage third parties
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4(a)2 - collateral agent, depository bank, auditor, etc.
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144a- indenture trustee, paying agent, registrar, etc.
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Begin documentation
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4(a)2 – Private Placement Memorandum (PPM) and Note Purchase Agreement, Security Agreement, Depository Agreement, Legal Opinions
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144a- Summary of Terms, Preliminary Official Statement / "Pink OM”, Bond Indenture, Description of Notes, Purchase Agreement, Legal Opinions, etc.
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Distribute Preliminary Official Statement / “Pink OM” to anchor investors and additional asset managers / securitization investors
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Investor presentation and financing documentation
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Send investor presentation and term sheet to anchor investors
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1:1 management/investor meetings with key anchor investors ahead of formal road show
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Complete documentation, including expert reports of construction consultant and market study
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Rating agencies review final docs; obtain preliminary ratings and presale report
MARKETING & EXECUTION
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Enter market
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Multi-city roadshow focused on North American accounts
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Investors Q&A and provide feedback
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Investors submit bids following marketing period
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Determine final size and pricing based on primary objectives of the team
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Price / close transaction
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Rating agencies publish final reports with new issue ratings
FINAL STEPS & Closing
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Public Entity Collateral Agent
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Public Entity Internal Counsel Collateral Agent Counsel
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Public Entity External Counsel
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Construction Manager
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DeveloperConstruction Counsel
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Developer's Internal CounselSpecial Tax Counsel
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Developer's External CounselTrustee
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Borrower/SPVTrustee's Counsel
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Borrower/SPV CounselMunicipal Advisors
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Investment BankersDevelopment Consultants
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Investment Bankers CounselFeasibility Consultants
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Investors / LendersExpense Consultants
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Investors / Lenders CounselConstruction Consultants
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Escrow Agents
* Representative of taxable financing process