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Pension Debt Refinancing Update and Underwriter Selection <br />May 18, 2021 <br />Page 3 <br />refinancing for cities located in Orange County (e.g. Huntington Beach and Orange). <br />Ramirez was the City's underwriter for its two most recent debt issuances and is most <br />familiar with the City's credit profile, and has relevant experience with pension debt <br />refinancing. All three underwriters submitted well -researched, creative debt structures <br />and marketing proposals to the City, demonstrating their ability to serve the City's needs. <br />As an additional benefit, the proposed Syndicate of Underwriters have complementary <br />strengths. <br />The City will contract with its Underwriters via the Bond Purchase Agreement, which <br />outlines the terms and conditions of the potential debt issuance along with the proposed <br />underwriting fee of $1.75 per $1,000 bond. The Underwriting Syndicate has agreed to a <br />fee split as follows: <br />Fee Arrangement* <br />• BofA 47.5% <br />• Stifel 30.0% <br />• Ramirez 22.5% <br />Total 100.0% <br />*Note: Subject to change based upon actual sales by each firm <br />Below are the proposed duties for each member of the Syndicate: <br />• BofA <br />o Numerical and structuring analysis <br />o Marketing plan and investor outreach coordination <br />o Communication among the syndicate <br />o Review of relevant bond documents (i.e. official statement, etc.) <br />o Participate on Market Update and Pricing call with the Financing Team <br />• Stifel <br />o Rating presentation <br />o Review of relevant bond documents (i.e. official statement, etc.) <br />o Participate on market update and pricing call with the financing team <br />• Ramirez <br />o Investor online roadshow <br />o Review of relevant bond documents (i.e. official statement, etc.) <br />o Participate on market update and pricing call with the financing Team <br />Next Steps <br />Assuming the Court makes its determination within sixty (60) to ninety (90) days, the <br />preliminarily timeline for the Pension Debt refinancing follows. <br />1. Receive updated CalPERS data by July 2021. <br />2. Develop Bond documents such as the preliminary official statement and bond <br />purchase agreement for City Council Consideration, potentially by September <br />2021. <br />3. Deliver credit rating presentation by September 2021. <br />