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Debt Structuring. Debt Essentials: Accessing the Market California Debt and Investment Advisory Commission . February 2, 2011. Scott Nagelson, Managing Director snagelson@jefferies.com, 415.229.1428. In troductio n. At this point, the Issuer has made several decisions:

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Debt Structuring

Debt Essentials: Accessing the Market

California Debt and Investment Advisory Commission

February 2, 2011

Scott Nagelson, Managing Director

snagelson@jefferies.com, 415.229.1428


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Introduction

  • At this point, the Issuer has made several decisions:

  • Identified a need to borrow money

  • Identified a revenue stream to pay debt service

  • Assembled a finance team

    • Bond counsel/Disclosure counsel

    • Investment banker

    • Financial advisor

It’s now time to STRUCTURE THE FINANCING!


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Topics

  • Types of Debt Obligations

  • Sizing the Bond Issue

  • Debt Service Structure

  • Refunding Bonds

  • Ratings

  • Credit Enhancement

  • Variable Rate Debt

  • Managing Interest Rate Swaps


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Types of Debt Obligations

  • There are many types of debt that California governments issue:

  • General Obligation Bonds

  • TRANs

  • Lease Revenue Bonds

  • Certificates of Participations

  • Revenue Bonds

  • Sales Tax Bonds

  • Pension Bonds

  • Special Tax Bonds

  • Tax Allocation Bonds

  • Assessment Bonds


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Types of Debt Obligations

  • The type of debt being issued can directly affect the structure of the bond issue

  • Reserve Fund Requirement

  • Additional Bonds Test

  • Debt Service Coverage Requirements

  • Term

  • Tax Treatment

  • Call Features

  • Leased Assets


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Sizing the Bond Issue

  • Depending on the type of debt and the nature of the plan of finance, proceeds of the bonds may be used for a number of purposes

Project or Construction Fund

Capitalized Interest Fund

Refunding Escrow

Debt Service Reserve Fund

Costs of Issuance

Underwriting Discount


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The Project Fund

  • Fund acquisition of the asset or construction of the project

  • Based on actual costs or reliable estimates

  • Net Funded or Gross Funded?

    • Gross Funded – Deposit exact amount required to pay for asset or project

    • Net Funded – Amount deposited plus interest earnings during the drawdown period sufficient to fund project


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Refunding Escrow

  • Refinance outstanding bonds

  • Current refunding or advance refunding

  • An amount of proceeds sufficient to pay principal and interest on the prior bonds is deposited into an escrow account

  • Escrowed funds are used to pay off the prior bonds at the call date or maturity


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The Capitalized Interest Fund

  • Bonds proceeds used to pay interest for a finite period of time

  • Interest is capitalized for a number of reasons

    • Until a project/asset can produce revenue

    • Until the issuer has beneficial use (COPs, Lease Revenue Bonds)

    • Until revenue is projected to be sufficient to pay debt service

Project Construction Period

  • Jul 1

  • Jan 1

  • Jan 1

  • Jul 1

  • Jan 1

  • Jul 1

2011

2012

2013

  • Bonds Issued

  • Int Pmt Date

  • Int Pmt Date

  • Int Pmt Date

  • Int Pmt Date

  • Int Pmt Date

Interest Paid From Bond Proceeds


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The Debt Service Reserve Fund

  • Provides additional security for investors

  • Found in most credits with the exception of GO Bonds and Pension Obligation Bonds

  • Tax Code limits the size of the Reserve Fund to the lesser of:

    • Maximum Annual Debt Service

    • 125% of Average Annual Debt Service

    • 10% of Par Amount

  • Fund is invested with earnings usually going as an offset to debt service

  • Debt Service Reserve Fund Surety Policy


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Costs of Issuance

  • Bond proceeds may be used to pay certain eligible costs

  • Bond Counsel and/or Disclosure Counsel

  • Financial Advisor and Trustee/Paying Agent

  • Rating Agencies

  • Appraisal, Feasibility Study, Engineer’s Report

  • Special Tax Consultant

  • Title Insurance

  • Bond Insurance and/or Surety Bond Premium

  • Letter of Credit fees

Professional

Services

Credit

Enhancement


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Underwriting Discount

  • Underwriter’s compensation and expenses

  • Average Takedown

  • Management Fee

  • Expenses

  • At closing, Underwriter pays for bonds an

  • amount less the underwriting discount

  • $100,000,000 Par

  • (650,000)Less discount of 6.50/$1,000

  • $ 99,350,000 Purchase Price

  • Expressed as dollars per thousand dollars

  • of bonds (e.g., $6.50/$1,000)

Components

Funding

Method


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Sizing Example

AmmoniaSprings

Clean Water Authority

Net Funded Construction Fund

Capitalized Interest Fund

Debt Service Reserve Fund

Costs of Issuance

Underwriting Discount


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Sizing Assumptions – Ammonia Springs Clean Water Authority

AmmoniaSprings

Clean Water Authority

Project Cost and Draw Schedule

  • 4/1/2011 $ 10,000,000

  • 10/1/2011 $ 10,000,000

  • 4/1/2012 $ 10,000,000

  • 10/1/2012 $ 10,000,000

  • $ 40,000,000 Total Project Cost

Bonds Dated: 1/1/2011

Final Maturity: 1/1/2041


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Sizing Assumptions – Ammonia Springs Clean Water Authority

AmmoniaSprings

Clean Water Authority

Costs of Issuance

  • $200,000 Legal, FA, Trustee

  • Ratings, Printing, Misc.

  • 40bps Bond Insurance Premium

  • (Total Debt Service x .40%)

  • $6.50/bond Takedown, Management Fee,

  • Expenses

Bonds Insurance

Underwriting Discount


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Sizing Assumptions – Ammonia Springs Clean Water Authority

AmmoniaSprings

Clean Water Authority

Debt Service Reserve Fund

  • Lesser of:

  • Maximum Annual Debt Service

  • 125% of Average Annual Debt Service

  • 10% of Par Amount

  • Through 2-year Construction Period

  • 1/1/2013

Capitalized Interest


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Sizing Assumptions – Ammonia Springs Clean Water Authority

AmmoniaSprings

Clean Water Authority

  • FundRateEarnings Go To:

  • Capitalized 2.50% Construction

  • Interest Fund

  • Fund:

  • Construction 2.50% Construction

  • Fund: Fund

  • Debt Service 5.0% Construction

  • Reserve (Bond Fund

  • Fund: Yield)

Reinvestment

Assumptions


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Sizing Example – Net Funded Project Fund

AmmoniaSprings

Clean Water Authority

  • Sources of Funds:

  • Par Amount: $ 46,390,000

  • Total Sources of Funds: $ 46,390,000

  • Uses of Funds:

  • Project Fund $ 38,723,636

  • Cap Interest Fund: $ 4,008,591

  • Debt Service

  • Reserve Fund: $ 2,795,850

  • Bond Insurance: $ 357,550

  • COI: $ 200,000

  • Underwriter’s

  • Discount: $ 301,535

  • Rounding: $ 2,838

  • Total Uses of Funds: $ 46,390,000

  • 1/1/2011 Initial Deposit: $ 38,723,636

  • Project Fund Earnings $ 968,704

  • Cap Interest Fund Earnings $ 112,609

  • Debt Service Reserve

  • Fund Earnings $ 195,051

  • Total Project Cost $ 40,000,000


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Sizing Example – Capitalized Interest Fund

AmmoniaSprings

Clean Water Authority

  • Sources of Funds:

  • Par Amount: $ 46,390,000

  • Total Sources of Funds: $ 46,390,000

  • Uses of Funds:

  • Project Fund $ 38,723,636

  • Cap Interest Fund: $ 4,008,591

  • Debt Service

  • Reserve Fund: $ 2,795,850

  • Bond Insurance: $ 357,550

  • COI: $ 200,000

  • Underwriter’s

  • Discount: $ 301,535

  • Rounding: $ 2,838

  • Total Uses of Funds: $ 46,390,000

  • 1/1/2011 Initial Deposit: $ 4,008,591

  • 7/1/11 Interest Payment ($ 1,005,697)

  • 1/1/12 Interest Payment ($ 1,005,697)

  • 7/1/12 Interest Payment ($ 998,599)

  • 1/1/13 Interest Payment ($ 998,599)

  • Fund Balance on 1/1/13 $ 0


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Sizing Example – Debt Service Reserve Fund

AmmoniaSprings

Clean Water Authority

  • Sources of Funds:

  • Par Amount: $ 46,390,000

  • Total Sources of Funds: $ 46,390,000

  • Uses of Funds:

  • Project Fund $ 38,723,636

  • Cap Interest Fund: $ 4,008,591

  • Debt Service

  • Reserve Fund: $ 2,795,850

  • Bond Insurance: $ 357,550

  • COI: $ 200,000

  • Underwriter’s

  • Discount: $ 301,535

  • Rounding: $ 2,838

  • Total Uses of Funds: $ 46,390,000

  • Lesser of:

  • Maximum Annual

  • Debt Service $ 2,795,850

  • 125% of Average

  • Annual Debt Service $ 3,491,698

  • 10% of Par Amount $ 4,639,000


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Sizing Example – Bond Insurance Premium

AmmoniaSprings

Clean Water Authority

  • Sources of Funds:

  • Par Amount: $ 46,390,000

  • Total Sources of Funds: $ 46,390,000

  • Uses of Funds:

  • Project Fund $ 38,723,636

  • Cap Interest Fund: $ 4,008,591

  • Debt Service

  • Reserve Fund: $ 2,795,850

  • Bond Insurance: $ 357,550

  • COI: $ 200,000

  • Underwriter’s

  • Discount: $ 301,535

  • Rounding: $ 2,838

  • Total Uses of Funds: $ 46,390,000

  • Total Principal & Interest $89,387,448

  • x.40%

  • Bond Insurance Premium $ 357,550


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Sizing Example – Costs of Issuance

AmmoniaSprings

Clean Water Authority

  • Sources of Funds:

  • Par Amount: $ 46,390,000

  • Total Sources of Funds: $ 46,390,000

  • Uses of Funds:

  • Project Fund $ 38,723,636

  • Cap Interest Fund: $ 4,008,591

  • Debt Service

  • Reserve Fund: $ 2,795,850

  • Bond Insurance: $ 357,550

  • COI: $ 200,000

  • Underwriter’s

  • Discount: $ 301,535

  • Rounding: $ 2,838

  • Total Uses of Funds: $ 46,390,000

  • Costs of Issuance:

  • Bond Counsel: $100,000

  • Financial Advisor: $ 50,000

  • Trustee: $ 5,000

  • Rating Agencies: $ 30,000

  • Printing: $ 7,500

  • Miscellaneous: $ 7,500

  • Total COI: $200,000


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Sizing Example – Underwriting Discount

AmmoniaSprings

Clean Water Authority

  • Sources of Funds:

  • Par Amount: $ 46,390,000

  • Total Sources of Funds: $ 46,390,000

  • Uses of Funds:

  • Project Fund $ 38,723,636

  • Cap Interest Fund: $ 4,008,591

  • Debt Service

  • Reserve Fund: $ 2,795,850

  • Bond Insurance: $ 357,550

  • COI: $ 200,000

  • Underwriter’s

  • Discount: $ 301,535

  • Rounding: $ 2,838

  • Total Uses of Funds: $ 46,390,000

  • Underwriting Discount:

  • Takedown:

  • ($3.50/bond): $ 162,365

  • Management Fee

  • ($1.00/bond): $ 46,390

  • Expenses:

  • ($2.00/bond): $ 92,780

  • Underwriter’s Discount

  • ($6.50/bond): $301,535


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Debt Service Structure

AmmoniaSprings

Clean Water Authority

Sample Structures

Current Interest vs. Deferred Interest

Optional Redemption

Refunding Considerations


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Level Debt Service

AmmoniaSprings

Clean Water Authority

  • DSRF Implications

  • Lesser of:

  • Maximum Annual

  • Debt Service $ 2,795,850

  • 125% of Average

  • Annual Debt Service $ 3,491,698

  • 10% of Par Amount $ 4,630,000

  • Bond Insurance Implications

  • Total Principal & Interest: $ 89,387,448

  • x.40%

  • Insurance Premium $ 357,550

DSRF Implications

Bond Insurance Implications


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“Wrapped” Debt Service

AmmoniaSprings

Clean Water Authority

  • DSRF Implications

  • Lesser of:

  • Maximum Annual

  • Debt Service $ 4,469,658

  • 125% of Average

  • Annual Debt Service $ 4,144,838

  • 10% of Par Amount $ 4,825,500

  • Bond Insurance Implications

  • Total Principal & Interest: $106,107,854

  • x.40%

  • Insurance Premium $ 424,431

DSRF Implications

Bond Insurance Implications


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Short Maturity

AmmoniaSprings

Clean Water Authority

DSRF Implications

Bond Insurance Implications

  • DSRF Implications

  • Lesser of:

  • Maximum Annual

  • Debt Service $ 6,041,629

  • 125% of Average

  • Annual Debt Service $ 4,144,838

  • 10% of Par Amount $ 4,825,500

  • Bond Insurance Implications

  • Total Principal & Interest: $ 54,359,382

  • x.40%

  • Insurance Premium $ 217,438


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Structuring the Bonds

AmmoniaSprings

Clean Water Authority

  • Serial Bonds

  • Mature “serially” by year

  • Take advantage of positively sloped yield curve

  • Term Bonds

  • Single coupon covering multiple years

  • Retired with annual Sinking Fund Payments


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Current or Deferred Interest Bonds

  • Current Interest Bonds

  • Pay interest at stated coupon

  • Interest typically paid every 6 months

  • May be sold at par, at a premium or at a discount

  • Investor’s yield determined by price paid for the Bond


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Current or Deferred Interest Bonds

  • Capital Appreciation Bonds

  • “Zero” coupon or deferred interest bonds

  • Interest accretes to maturity

  • Sold at a deep discount

  • Investor’s yield determined by price paid for the Bond


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Other Considerations

  • Optional Redemption

    • Standard optional redemption period is 10 years

    • Callable bonds generally have a higher yield than non-callable bonds

  • Par Bonds, Original Issue Discount Bonds, and Original Issue Premium Bonds

  • CouponYieldPrice

    • Par Bond 5.00% 5.00% 100%

    • Discount Bond 5.00% 5.10% 98% (est)

    • Premium Bond 5.00% 4.90% 100.9% (est)


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Refunding Considerations

  • Advance Refunding

  • Old Bonds are not currently subject to optional redemption

  • New Bond proceeds are used to fund an escrow that defeases old bonds to call date

  • Escrow invested in Treasury (SLGs) with maximum permitted yield equal to bond arbitrage yield

  • Can only advance refund one time

  • Current Refunding

  • Old Bonds are currently subject to optional redemption

  • New Bond proceeds are used to redeem old bonds


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Ratings and Credit Enhancement

The Rating Agencies

Obtaining a Rating

Bond Insurance


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The Rating Agencies

  • Aaa AAA AAA

  • Aa1, Aa2, Aa3 AA+, AA, AA- AA+, AA, AA-

  • A1, A2, A3 A+, A, A- A+, A, A-

  • Baa1, Baa2, Baa3 BBB+, BBB, BBB- BBB+, BBB, BBB-

  • Ba1, Ba2, Ba3 BB+, BB, BB- BB+, BB, BB-

  • MIG-1, MIG-2, MIG-3 SP-1+, SP-1, SP-2 F-1+, F-1, F-2, F-3

  • (Notes) (Notes) (Notes)

  • VMIG-1, VMIG-2, A-1, A-2, A-3 LOC (Commercial Paper

  • VMIG-3 (Commercial (Commercial and VRDBs)

  • Paper and VRDBs) Paper and VRDBs)

Long-Term

Short-Term


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Obtaining a Rating

  • A typical rating agency package might include:

    • 3 years of audited financial statements

    • Current and proposed budget

    • Bond Documents, including:

      • Trust Indentures

      • Lease Agreements

      • Installment Sale Agreements

      • Redevelopment Loan Agreements

    • Preliminary Official Statement

    • Special Reports

    • Sizing and Debt Service Schedules

    • Timing and Responsibility Schedule

    • Distribution List


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Obtaining a Rating

  • It is often useful to meet with the rating analysts to:

    • Describe the project

    • Get feedback on the structure

    • Describe salient aspects of security

    • Review demographics and economics of service area

    • On-site or at rating agency offices


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Bond Insurance - The Good Old Days

  • Once upon a time, bond insurance was readily available and widely used


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Bond Insurance - A More Limited Role

  • In 2008, most of the insurers lost their “AAA” ratings due to losses associated with sub-prime mortgage bond insurance

  • Today, only AGM is active with “AA” category ratings


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Variable Rate Bonds

Historical Interest Rates

Structuring Options

Pros and Cons of Alternative Structures

Managing Interest Rate Swaps


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Variable Rate vs. Fixed Rate

  • Securities Industry and Financial Markets Association (SIFMA) Index (formerly BMA)

  • vs. Bond Buyer Revenue Bond Index (RBI)

  • A Ten Year History

RBI 10 Year Avg = 5.13%

SIFMA 10 Year Avg = 1.89%


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Pros vs. Cons of Variable Rate Structures

PROS

CONS

  • CONS

  • Less flexibility to refinance

  • Historically higher cost

  • Poor hedge for floating rate assets

  • Interest rates may rise

  • Takes more time to manage

  • Bank renewal and trading risk

  • More challenging to budget

  • PROS

  • No interest rate risk

  • Easier to budget

  • Less time to manage

  • Historically lower cost

  • Easier to restructure/refinance

  • Hedge for floating rate assets

Fixed Rate

Variable Rate


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Variable Rate Issuance over Time


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Introduction to Variable Rate Structures

  • Historically, there have been a number of ways for issuers to achieve variable rate exposure in the municipal market

    • Commercial Paper

    • Variable Rate Demand Bonds

    • Auction Rate Securities

    • Indexed Floaters

    • Fixed Receiver Swaps


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Variable Rate Structuring Options

  • Commercial Paper

  • Can be drawn down and paid back as needed

  • Outstanding CP is remarketed for a maximum of 270 days

  • Bank credit facility required for liquidity

  • Money Market Funds are the primary investor

  • Often used to fund construction draws and then taken out with long-term bonds

  • Interest rate determined by CP


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Variable Rate Structuring Options

  • Variable Rate Demand Bonds

  • Long-term bond with rate that resets periodically (daily, weekly, monthly, etc.)

  • Investor can “put” bonds on short notice (allows bond to trade at par)

  • Bank credit facility required to support put

  • Interest rate determined by Remarketing Agent


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Credit Facilities

  • Bank Credit capacity has been constrained since 2008

  • Fewer banks with less capital has driven LOC pricing to high levels

  • Approximately $80 billion of bank credit facilities supporting variable rate bonds will be up for renewal in 2011


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Variable Rate Structuring Options

  • Indexed Floating Rate Bonds

  • Interest rate resets based on an index (i.e. SIFMA or LIBOR)

  • Rate typically based on a spread over the index (i.e. SIFMA + 50 bps)

  • No need for a Remarketing Agent

  • Investor does not have a put, so no need for a bank credit facility

  • Index period is typically less than 5 years. At the end of the index period, the issuer remarkets the bond for another index period or switches to a different variable rate mode


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Variable Rate Structuring Options

  • Auction Rate Securities

  • Long-term bond with rate that resets periodically (weekly, monthly, etc.)

  • No “put” feature and thus, no bank facility

  • Rate reset via Dutch Auction process

  • The ARS market died in 2008 with the demise of large scale bond insurance


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Variable Rate Alternatives At-A-Glance

Summary of Variable Rate Alternatives


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Managing Existing Interest Rate Swaps

  • Many issuers have converted floating rate bonds to synthetic fixed rate by entering into interest rate swaps

Issuer

Counterparty

Fixed rate Payment

Variable Rate Payment

Variable Rate Payment

Variable Rate Bonds



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If You Have an Interest Rate Swap…

  • Monitor the bank providing liquidity for the variable rate bonds

    • Rating

    • Expiration Date of credit facility

    • Trading characteristics

  • Monitor the performance of your Remarketing Agent

  • Monitor the credit rating of your swap counterparty

  • Monitor long-term interest rates

    • As rates go up, termination values should fall

    • May create an opportunity to terminate the swap


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Disclaimer

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