On Hospital Bond Insurers and Credit Enhancement

Understanding the Capital Formation Process

By Calvin W. Wiese CPA MBA

www.HealthcareFinancials.com

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Credit enhancement is commonly used when issuing tax-exempt bonds. Credit providers guarantee the payments promised by the bonds, essentially co-signing. As a party with recognized credibility in the market, the bond provider agrees to make payments on behalf of the obligor in the event the obligor fails to make payments. The effect of this is that the credit rating on the credit enhanced instruments is higher than the underlying credit rating of the hospital obligor.

Credit Enhancement

Credit enhancement is primarily provided by bond insurers and commercial banks. Bond insurers issue insurance policies that cover the payments of principal and interest over the life of the bonds, usually up to 30 years. For this policy, the bond insurer is paid an upfront premium; typically in the range of 40 to 300 basis points (hundredths of one percent) applied to the total principal and interest payments. Effectively, the credit rating of the insured bonds becomes the credit rating of the bond insurer, typically ‘AAA’ or ‘AA,’ instead of the underlying rating of the hospital obligor. The credit enhanced bonds then are priced on the basis of the bond insurer’s credit rating resulting in lower interest rates. The difference between the interest rate based on the hospital obligor’s underlying credit rating and the bond insurer’s credit rating is the savings in interest payments derived by the insurance. The premium paid to the bond insurer is usually about two-thirds of the present value of this interest savings.

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Commercial Banks

Commercial banks issue letters of credit to enhance hospital obligations. Letters of credit basically provide that the issuing bank will make any principal or interest payments that the hospital obligor fails to make. Usually, letters of credit are issued for three to five years with “evergreen” provisions. Evergreen provisions provide the mechanism whereby the letter of credit can be extended for an additional year at each anniversary upon the agreement of the parties (not automatically). An important difference between bond insurance and letters of credit is the term: bond insurance covers the entire term of the bonds, while letters of credit cover less than the entire term (casting uncertainty on the credit enhancement provided by a letter of credit). Another important difference is the fee structure: letters of credit fees are paid on a quarterly basis, while bond insurance premiums are paid upfront.

Letters of Credit

Due to its short term, the letter of credit has to provide a “take out” mechanism that is exercised in the event the letter of credit is not renewed. This “take out” mechanism converts the underlying instrument into a bank loan with a short amortization — usually five to seven years — and a “prime plus” rate of interest.

Assessment

Letters of credit are most commonly used to support variable-rate tax-exempt instruments. These instruments are usually auctioned once a week and a new interest set for the next week. The interest rates are extremely low and make very favorable forms of financing. They do introduce interest rate uncertainty. Although the rates are low, there is no certainty that they will remain low, although they have never traded above about 6% in the 20 or so years they have been in the market. Because of this uncertainty, they are typically limited to something less than half the debt of a hospital.

Conclusion

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Regarding Hospital Security and Financial Covenants

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Understanding the Capital Formation Process

[By Calvin W. Wiese CPA MBA]

Almost every bond issue has security provisions. Usually the security for bond holders is described in the bond indenture. Security for credit enhancers typically is greater than that provided bond holders and is spelled out in the agreements between the credit enhancers and the hospital obligor. Covenants are promises made between the parties and are used to describe the security provisions.

Mortgages

Mortgages on properties are not common security provisions. Mortgages, reserved for poorer credits, are considered somewhat arcane. More in favor are covenants not to encumber. The idea is to ensure that no property has a superior security interest to the interests of the bond holders. This form is less restrictive and provides more flexibility to the hospital obligor. Almost all bond issues will provide either a covenant not to encumber or a mortgage on almost all property as security for the promise to make payments.

Hospital

Debt Service Covenant

Covenants based on debt service coverage are fairly common. Debt service coverage is a metric that expresses how much cash is being generated relative to the debt service of the hospital. It is, as a rule, calculated as net income available for debt services divided by annual debt service. Net income available for debt service is net income plus depreciation expense plus interest expense. Debt service is the principal and interest payments for all long-term debt. Sometimes, maximum annual debt service is used; debt service is scheduled out for each year into the future and the year with the highest amount is used. Debt service coverage is used as a trigger for various covenants. If debt service coverage falls below specified level, then provisions of covenants kick in.

The Rate Covenant

The most common covenant is the rate covenant: hospital covenants to set rates sufficiently high to ensure that debt service coverage is at least X (typically 1.10). If the specified coverage is not maintained, then the hospital promises to hire a consultant to do a study and determine what changes need to be made to achieve the specified debt service coverage.

Long Term Borrowing Covenant

Perhaps the most confusing covenants deal with additional long-term borrowing. Usually, additional long-term debt can only be borrowed when the pro-forma debt service coverage (debt service coverage including the additional long-term debt) is higher than a specified level. This limits the amount of long-term debt hospitals can borrow.

Assessment

Covenants made to bond holders are very rigid. Since there can be many bond holders, and many of them may be fairly unsophisticated, there is almost no way to get relief from them. If they are too tight, about the only means to gain relief from them is to refund the bonds. Thus, great care must be used in making covenants to bond holders. Covenants with credit enhancers can be more flexible since credit enhancers can waive covenants — if relief is needed, hospitals have the option of requesting waivers from the credit enhancers who are usually quite sophisticated and may very well find it in their interest to waive.

Conclusion

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About Tax-Exempt Hospital Debt

Understanding the Capital Formation Process

By Calvin W. Wiese CPA MBA

www.HealthcareFinancials.com

Tax exempt debt has become an important means of external financing for hospitals, primarily because its cost is very attractive. Interest rates on tax-exempt financing are lower than interest rates on financing that is not tax-exempt because the interest income earned by the holders is exempt from federal income tax. In some states, it is also exempt from state income tax and in some cities; it is also exempt from city income tax. Accordingly, the holders of these debt instruments (usually bonds) are willing to accept lower rates of interest.

State and Local Governments Issue Hospital Debt

Hospitals themselves are not capable of issuing tax-exempt debt. Only state and local governments are. A state or local government issues tax-exempt debt for hospitals and then loans the proceeds to hospitals. This is called “conduit” financing: the state or local government acts as a conduit through which hospitals can access tax-exempt debt markets. State and local governments are authorized to loan proceeds of their bond issues to hospitals through state statutes, and each state statute is different. Some states authorize any state or local government to issue bonds to loan to hospitals. Other states restrict such power to special purpose governmental entities only. And some states restrict this power to a single governmental entity that is specially formed for the sole purpose of issuing tax-exempt bonds on behalf of hospitals.

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The IRS and Tax Exempt Financing

The Internal Revenue Service (IRS) regulates the issuance of tax-exempt financing. While the IRS code nominally provides that debt instruments issued by state and local governments are exempt from federal income tax, it imposes special rules on conduit issues. Therefore, tax-exempt issues whose proceeds are loaned to hospitals must comply with special IRS rules. Although very complex, these rules primarily regulate the use of proceeds, restricting the use of tax-exempt proceeds to the acquisition of property, plant components and equipment. Given state statutes, IRS code and applicable security laws (both state and federal), issuing tax-exempt bonds is legally complex. Many lawyers get paid handsome fees every time tax-exempt debt is issued. The quarterback of the legal team is the bond counsel who represents the interests of the bondholders; the bond counsel issues the critical tax opinion that investors rely upon to claim tax-exemption on the interest from these instruments. Everything revolves around getting this opinion. Given its’ critical nature, only highly qualified lawyers are accepted by the market to provide this opinion. Underwriter’s counsel represents the interests of the investment bankers; their primary concern is compliance with security laws. Issuer’s counsel represents the interests of the state or local government, and hospital counsel represents the interests of the hospital; both have relatively minor roles. In the event credit enhancement is involved, credit enhancement counsel represents their interests and has significant influence on the process.

Bond Trustees

Another unique party to most tax-exempt bond issues is the bond trustee. The bond trustee is usually a bank who performs a fiduciary duty on behalf of the bond holders throughout the life of the bonds. The face of the faceless bond holders, they act on their behalf. And they, too, are represented by counsel in the bond issuance process. State or local government typically appoints bond counsel. In many cases, they work with only a single firm. Not unusually, these relationships are quite cozy, and often result in fees being paid that are well in excess of what otherwise would be paid.

The Indenture

An excess of documents is involved in most tax-exempt financings. The heart of the documents is the indenture, which is the agreement between the bond trustee (on behalf of the bond holders) and the state or local government issuer. It contains the promises made to the bond holders, and it describes the work of the bond trustee. The bond trustee will only perform actions on behalf of bond holders that are explicitly set forth in the bond indenture. The bond indenture is the security given to the bond holders, describing all their recourses.

Assessment

The bond indenture is typically supported by the loan agreement between the state or local government that issues the bonds and the hospital to which the proceeds are loaned. Its terms complement the terms of the bond indenture, which together, form the conduit.

Conclusion

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Speaker: If you need a moderator or speaker for an upcoming event, Dr. David E. Marcinko; MBA – Publisher-in-Chief of the Medical Executive-Post – is available for seminar or speaking engagements. Contact: MarcinkoAdvisors@msn.com

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