Memorandum Office of Jenine Windeshausen Treasurer-Tax Collector To: The Board of Supervisors From: Jenine Windeshausen, Treasurer-Tax Collector Date: October 27, 2020 Subject: Tobacco Securitization Action Requested a) Adopt a resolution consenting to the issuance and sale by the California County Tobacco Securitization Agency not to exceed $67,000,000 initial principal amount of tobacco settlement bonds (Gold Country Settlement Funding Corporation) Series 2020 Bonds in one or more series and other related matters; authorizing the execution and delivery by the county of a certificate of the county; and authorizing the execution and delivery of and approval of other related documents and actions in connection therewith. b) Direct that eligible proceeds from the Series 2020 Bonds be expended on infrastructure improvements at the Placer County Government Center, construction of the Health and Human Services Building and other Board approved capital facilities projects. Background October 6, 2020 Board of Supervisors Meeting Summary. Your Board received an update regarding the County’s prior tobacco securitizations and information on the potential to refund the Series 2006 Bonds to receive additional proceeds for capital projects. Based on that update, the Board requested the Treasurer to return to the Board on October 27, 2020 with a resolution approving documents and other matters to proceed with refunding the Series 2006 Bonds. In summary from the October 6, 2020 meeting, the County receives annual payments in perpetuity from the 1998 Master Settlement Agreement (MSA). The MSA payments are derived from a percentage of cigarette sales. Placer County issued bonds in 2002 and 2006 to securitize a share of its MSA payments. Securitization is the sale of a future stream of revenue in exchange for a lump sum. The County used proceeds from the sale of the 2002 securitization in the amount of $41.59 million to construct the Community Development and Resource Agency building. In 2006, the County used proceeds to pay- off the remaining balance on the 2002 bonds and to take out an additional $13.56 million which was used to help pay for the construction of the South Placer Justice Center Courthouse. At the October 6, 2020 Board meeting it was stated that to address requirements of the MSA and federal tax laws, tobacco securitizations require loans and agreements between three primary entities: 1. the County, 2. the California County Tobacco Securitization Agency, a statewide joint power authority (JPA), utilized by nine counties for tobacco securitization, and 3. the Gold Country Settlement Funding Corporation, a Placer County formed single-purpose, non-profit corporation. 151 Placer County Board of Supervisors October 27, 2020 Page 2 of 4 The securitization structure involves agreements between these entities to further satisfy requirements of the MSA and federal tax laws. Attachment A, Tobacco Securitization Transaction Structure & Flow of Funds shows the relationship between the three primary entities and the primary documents that tie the entities together, and the related flow of funds. It was also indicated at the October 6, 2020 Board meeting that pursuant to federal tax laws, tobacco bond proceeds must be spent on capital facilities to avoid having to place the funds in an endowment with limitations on the withdrawal of funds. It was further noted the County Executive has recommended utilizing the proceeds for infrastructure improvements at the Placer County Government Center, construction of the Health and Human Services Building and other Board approved capital facilities projects. Adoption of Resolution Today. Your Board is requested to adopt a resolution approving and authorizing certain actions and documents necessary to effectuate the securitization: 1) Consent to the issuance and sale of the Series 2020 bonds by the California Tobacco Securitization Agency: a) in an amount not to exceed $67 million, b) at an interest rate not to exceed 5.00%, c) with a maturity date no later than June 1, 2060. 2) Approve the draft Preliminary Offering Circular in substantially the final form (Attachment D): Preliminary Official Statement (DRAFT), with additions and changes recommended or approved by County Counsel or by Authorized Officers. 3) Authorize actions necessary for the partial refunding of Prior Bonds in the event a full refunding is not practicable, and the County is better served by a partial refunding, and authorizes the Authorized Officers to take certain actions related to: a) Amendments to the Prior Loan Agreement, b) Amendments to the Prior Indenture, c) Amendments to the Declaration and Agreement of Trust dated June 1, 2002 (the “Trust Agreement”). 4) Approve the Certificate of the County and authorize the Chair of the Board, the County Executive Officer, the Treasurer-Tax Collector, or their designees (“Authorized Officers”) to execute and deliver the Certificate of the County which: a) Outlines the structure of the Series 2020 Bonds as described in the indentures, and provides the proceeds will be for the following purposes: i) refund and defease all the County’s outstanding tobacco bonds, ii) fund the liquidity reserve required by the Indenture, iii) fund capital improvements of the County, iv) pay costs of issuance. b) Provides the Series 2020 Bonds will be sold pursuant to a Contract of Purchase with Stifel Nicolaus & Company, Incorporated (the “Underwriter”). c) Certifies the County: i) is duly organized and authorized to take the actions necessary to enter into the Series 2020 Bond transactions pursuant to the related documents and agreements, ii) is not in conflict with or breach of any requirements under agreements related to the MSA, 152 Placer County Board of Supervisors October 27, 2020 Page 3 of 4 iii) does not require any other consent or authority to enter into the Series 2020 Bond transactions, iv) is not a party to any litigation which would have an effect on the enforceability of the MSA and related agreements (except as may be disclosed in the Offering Circular), v) is not in breach of or in default of any law or regulation which would have a materially adverse impact on the County’s ability to perform its obligations related to the Series 2020 Bonds, vi) that after reasonable investigation that the County’s representations and warranties related to the Series 2020 Bonds are true and correct in all material respects, vii) agrees to preserve the tax-exempt status of the Series 2020 Bonds. The resolution further provides for the Board’s authorization for the Authorized Officers to take the actions necessary to consummate the 2020 Tobacco Bonds, and to confirm and approve all actions taken by County officers, employees and agents to date. Preliminary Offering Circular. The Preliminary Offering Circular is the primary disclosure document. The County must exercise reasonable care to avoid material misstatements or omissions in preparing public statements, including the Preliminary Offering Circular, which are used to sell or tender for securities in primary offerings, and it may not knowingly or recklessly include material misstatements or misleading statements in other public statements while its securities are outstanding. The distribution of the Preliminary Offering Circular by the County is subject to federal securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934. These laws require the Preliminary Offering Circular to include all facts that would be material to an investor in the Obligations. Material information is information where there is a substantial likelihood it would have actual significance in the deliberations of the reasonable investor when deciding whether to buy, sell or hold the Obligations. If the County Board of Supervisors concludes that the Preliminary Offering Circular includes all facts that would be material to an investor in the Obligations, it must adopt a resolution that authorizes staff to execute a certificate to the effect that the Preliminary Offering Circular has been “deemed final.” The Securities and Exchange Commission (the “SEC”), the agency with regulatory authority over the County’s compliance with the federal securities laws, has issued guidance as to the duties of the County Board of Supervisors with respect to its approval of the Preliminary Offering Circular. In its “Report of Investigation in the Matter of County of Orange, California as it Relates to the Conduct of the Members of the Board of Supervisors” (Release No. 36761 / January 24, 1996) (the “Release”), the SEC stated that if a member of the County Board of Supervisors has knowledge of any facts or circumstances that an investor would want to know about prior to investing in the Obligations, whether relating to their repayment, tax-exempt status, undisclosed conflicts of interest with interested parties, or otherwise, he or she should endeavor to discover whether such facts are adequately disclosed in the Preliminary Offering Circular. In the Release, the SEC stated that the steps that a member of the County Board of Supervisors could take include becoming familiar with the Preliminary Offering Circular and questioning staff and consultants about the disclosure of such facts. Direct Expenditure of Eligible Proceeds. Your Board is requested to direct eligible proceeds from the Series 2020 Bonds be expended on infrastructure improvements at the Placer County Government Center, construction of the Health and Human Services Building and other Board approved capital