Westhoff, Cone & Holmstedt was instrumental in achieving market access for a ground-breaking project financing for medical waste disposal. Aemerge Redpak Services Southern California, LLC (“Aemerge Redpak”) is a wholly owned subsidiary of Aemerge, LLC (“Aemerge”), both of which are Indiana limited liability companies. Aemerge began operations in April 2012 and Aemerge Redpak was formed in July 2015 for the purpose of owning and operating the Project, as follows. Aemerge developed a technology (the “Carbonizer”) in 2012, and in 2014 the California Department of Health ("CDPH") approved the Carbonizer for the destruction of medical waste. The Carbonizer is the FIRST facility permitted in the State of California to accept “incinerables”. At present, ALL incinerable waste (approximately 105 million pounds per year) must be transported out of state to facilities in Utah or Maryland.
Aemerge Redpak issued $28,250,000 Solid Waste Disposal Bonds (the "Bonds") in order to (i) finance the acquisition, construction, rehabilitation, renovation, installation, improvement and equipping of the Carbonizer system; (ii) fund one year of capitalized interest on the Bonds; (iii) fund a reserve fund for the Bonds; and (iv) pay a portion of the costs of issuance of the Bonds. Aemerge contributed the Existing Carbonizer System – valued at $6.1 million – to the Project, together with an additional capital contribution of approximately $3,023,860, for a total capital contribution from Aemerge of $9,123,860. The Bonds were successfully sold in January 2016 with a 12-year Term Bond maturity at 7.00% at an all-in True Interest Cost of 7.54%.
Blue Line Transfer
In February 2015, Westhoff, Cone & Holmstedt facilitated the financing of $11.6 million new money for construction and equipping of an anaerobic digester for Blue Line Transfer constructed by ZeroWaste. The CNG product is being used to fuel its collection vehicles. The $22.72 million financing simultaneously refinanced $10.775 million of outstanding variable rate letter-of-credit-backed bonds. We have served as investment banker to the company since 1999, having successfully completed four debt financings totaling in excess of $53 million.
California Waste Solutions
One of Westhoff, Cone & Holmstedt's longest banking relationships is with a highly successful, Vietnamese family-owned recycling companies which has built a stellar reputation as a multi-national success story. California Waste Solutions, Inc. (“CWS”) has over the past 22 years provided residential solid waste collection and recycling services to the cities of Oakland, Citrus Heights, and the County of Sacramento as well as residential recycling for the City of San Jose; moreover, the company's ownership and management runs a large solid waste collection & processing business in Ho Chi Minh City. We have served as investment banker to the company since 2002, having successfully completed four debt financings totaling in excess of $85 million. We were the Underwriter for the original issuance of $11,275,000 Series 2002, $8,350,000 Series 2004 and $26,905,000 Series 2007 tax-exempt bonds through the California Pollution Control Financing to finance solid waste disposal facilities CWS. The original bonds were backed by East West Bank letters of credit, with confirming letters of credit from CalSTRS. In July 2015, we successfully structured a $40 million note transaction as a direct bank purchase by MUFG Union Bank in order to refinance $19.045 million of outstanding variable rate letter-of-credit-backed bonds and provide nearly $20,5 million of new money for trucks, carts, containers, and sort line equipment for a new Oakland contract and for improvements in San Jose. The refinancing generated annual savings of approximately $370K.
Dallas Clean Energy – McCommas Bluff Landfill
Westhoff, Cone & Holmstedt's environmental financing expertise stretches all the way to Texas. We were successful in financing the renewable natural gas (RNG) landfill project on the Dallas McCommas Bluff landfill, which converts landfill gas to pipeline quality gas and since 1999 is one of the largest of more than 20 such facilities operating in the United States. We successfully underwrote $40.2 million solid waste disposal revenue bonds rated "BBB-" in March 2011. This financing represents the first ever project finance, investment grade rated landfill gas transaction without a rated borrower.
Detroit Renewable Energy
Westhoff, Cone & Holmstedt overcame a number of challenging obstacles in structuring and underwriting a large project financing for a private renewable energy company that serves a large municipality. We sole managed $54,965,000 non-rated, fixed rate Limited Obligation Revenue Bonds in July 2013 for Detroit Renewable Energy via the Michigan Strategic Fund. $27,535,000 bonds funded capital expenditures for the construction, rehabilitation, improvement and equipping of solid waste disposal facilities for the Detroit Renewable Power Project, and $27,430,000 bonds funded capital expenditures for the construction, rehabilitation, improvement and equipping of local district heating facilities for the Detroit Thermal Project. Concurrently with the bond sale, the City of Detroit was in the midst of filing bankruptcy, thus severely impacting the marketability of the Bonds. Furthermore, the involvement of two separate Borrower entities under one umbrella created the need for separate series of Bonds, and the tax-exempt status of the interest on the Bonds is based on continued compliance by the Borrowers with certain covenants relating generally to restrictions on the use of the facilities.
Creative Child Care, Inc.
Westhoff, Cone & Holmstedt has a proven track record in providing long-term financing for charter schools. We served as Sole Managing Underwriter for $8,270,000 School Facilities Revenue Bonds issued in November 2015 via the California Statewide Communities Development Authority in two series: $8,000,000 tax-exempt bonds and $270,000 taxable bonds. The Bonds funded the acquisition of property and improvements for education and child care facilities for Creative Child Care and TEAM Charter School in Stockton, California, as well as a reserve fund and costs of issuance. The Bonds were via a limited offering to sophisticated investors and in minimum denominations of $250,000 at fixed interest rates with a final maturity in 2045 at 6.75% and an all-in True Interest Cost of 7.22%.
City of West Sacramento
Since 1992, Westhoff, Cone & Holmstedt has served as the underwriter for the City of West Sacramento. We have successfully completed 34 of West Sacramento's Mello-Roos bond issues totaling $251 million. The development financed by West Sacramento's Mello-Roos financings includes but is not limited to the Bridge District and Raley's Field stadium-related and regional infrastructure improvements and Southport Industrial Park, a large industrial business park just north of Bridgeway Island within the larger Southport area. The following information highlights our firm's contributions to West Sacramento's land-secured debt issuance programs.
Recent Activity: The Bridge District
CFD 27 – The Bridge District represents 157 acres of in-fill, mixed-use development that includes the Triangle Area and nearby Raley’s Field. $12,645,000 bonds were sold in September 2010 in order to fund a portion of the public infrastructure necessary to begin development. All of the property in the district was undeveloped or underdeveloped at the time of the bond sale. The value-to-lien ratio (including overlapping debt of CFD 23) on the basis of assessed value was 3-to-1. An appraisal was conducted which resulted in an appraised value-to-lien ratio of 7.3-to-1. Westhoff, Cone & Holmstedt recently served as Sole Managing Underwriter for the City's new money and refunding bond issue for CFD 27, which closed in April 2016.
A portion of the capital improvement comprising the Bridge District Specific Plan will be funded by a State grant of $23 million which is contingent on 731 residential units (including 198 affordable units) being built by certain dates. However, no plans for any of the 731 units have been submitted or approved by the City; the types of units are currently unknown, and no timeline for construction is currently available. If all 731 units are not completed on schedule, the State grant would have to be repaid from proceeds of the Special Tax. Westhoff, Cone & Holmstedt successfully marketed the bonds despite such lack of entitlements for the development and the uncertainty regarding the potential future obligation to repay the State grant.
Bridge District – Key Characteristics:
- Low value-to-lien ratio
- Undeveloped land
- Portion of public improvements dependent on State grant monies
Southport Industrial Park: CFDs 8 & 9 – The $32.225 million Series F Bonds of the Financing Authority in January 1999 encompassed (a) $32 million CFD No. 8 bonds which fully refunded all Bonds of CFDs No. 3, 5 & 7, prepaid a portion of overlapping CFD No. 2 debt, and provided approximately $10 million in new money for Phase II and III improvements to Southport Industrial Park; and, (b) and $225,000 CFD No. 9 Bonds funding impact fees associated with a 2-acre parcel leased to Staples Superstore. The CFD No. 8 Bonds effectively continued the development of the industrial business park that is the focus of the northwest portion of Southport. In 2014, Westhoff, Cone & Holmstedt successfully refunded the outstanding CFD 8 & 9 special tax bonds by virtue of an issuance of $34.97 million revenue bonds by the Financing Authority.
Westhoff, Cone & Holmstedt is a leading Underwriter for occupational Regional Centers that operate under contract with the California Department of Developmental Services. Inland Regional Center ("IRC") is a California nonprofit public benefit 501(c)(3) corporation and a tax-exempt organization. IRC was incorporated in 1971 and since then held an exclusive contract with the State of California to provide services for the developmentally disabled and their families in the counties of San Bernardino and Riverside. The California Housing Foundation (“CHF” is a California nonprofit public benefit 501(c)(3) corporation and a tax-exempt organization which incorporated in 1998 in furtherance of the IRC's commitment to coordinate and deliver its services. Westhoff, Cone & Holmstedt sole managed $73.15 million bonds in August 2015 which were an advance refunding of CHF’s Series 2007 revenue bonds that funded the development and construction of an approximate 200,000 sq. ft. three-building corporate headquarters campus for the IRC in San Bernardino.
Westhoff, Cone & Holmstedt sole managed $85,075,000 Mobile Home Park Revenue Bonds in June 2014 for Caritas Affordable Housing, Inc. The $73.795 million senior bonds are rated "BBB" by S&P, and the $11.28 million subordinate bonds are not rated. Collectively, the bonds were issued in order to (i) refinance certain bonds issued in 2003 and 2005, (ii) acquire three existing mobile home parks totaling 355 spaces, (iii) fund Reserve Funds and a Repair & Replacement Fund, and (iv) pay costs of issuance. As a result of the acquisition of the three parks, Caritas now owns and operates 20 mobile home parks totaling 3,665 spaces in California. Caritas is the second largest nonprofit owner and operator of mobile home parks in California. Westhoff, Cone & Holmstedt also underwrote $40.675 senior/subordinate mobile home park revenue bonds for Caritas in March 2012, a similar transaction which also financed the acquisition of three parks.