ࡱ> `b_ AbjbjR|R| ^00y9& $PTp\(."w(y(y(y(y(y(y($&*,(& & & ((###& Fw(#& w(##$'(}l 'c((0('\- <\-$'\-'b#1M((6"(& & & & \- :  R E Q U E S T F O R S T A T E M E N T S OF Q U A L I F I C A T I O N S TO PROVIDE INVESTMENT BANKING, FINANCIAL ADVISORY AND REMARKETING SERVICES to the NEW JERSEY HEALTH CARE FACILITIES FINANCING AUTHORITY REQUEST FOR STATEMENTS OF QUALIFICATIONS TO PROVIDE INVESTMENT BANKING, FINANCIAL ADVISORY, AND REMARKETING SERVICES I N T R O D U C T I O N The New Jersey Health Care Facilities Financing Authority (the Authority) is the primary issuer of municipal bonds for New Jerseys health care organizations. The Authority has issued more than $20 billion in bonds and notes on behalf of over 180 health care organizations throughout the state since its creation in 1972. The majority of the Authoritys financings have been completed on behalf of acute care hospitals and health systems. However, the Authority, under N.J.S.A. 26:2I-1 et seq. (the Act), may provide financing for all health care organizations in New Jersey. As defined in the Act, a health care organization is one which is located in New Jersey which is authorized or permitted by law, whether directly or indirectly through a holding corporation, partnership or other entity, to provide health care-related services, including, but not limited to, hospital, outpatient, public health, home health care, residential care, assisted living, hospice, health maintenance organization, blood bank, alcohol or drug abuse, half-way house, diagnostic treatment, rehabilitation, extended care, skilled nursing care, nursing care, intermediate care, tuberculosis care, chronic disease care, maternity, mental health, boarding or sheltered care or day care, services provided by a physician in his office, or any other service offered in connection with health care services or by an entity affiliated with a health care organization or an integrated delivery system. An integrated delivery system means a group of legally affiliated health care organizations. The interest on all bonds issued by the Authority, both federally tax-exempt and taxable bonds, is exempt from New Jersey state income tax. Executive Order No. 26 (Whitman) directs, among other things, the adoption of procedures to be followed in the selection of the method of bond sale and the selection of professionals in connection with a bond sale. In response, the New Jersey Health Care Facilities Financing Authority adopted policies and procedures which were modified by the Authority at its meeting on March 28, 1996 and again on June 28, 2007 and, among other things, now allow for borrowers to make selections of senior managers, private placement agents and/or financial advisors. A notice that the Authority maintains an approved listing of firms will be advertised by the Authority at its discretion not more than once a year, but not less than every two years. Additionally, firms may apply or reapply for qualification at any time. In the interim, firms qualified for service by the Authority are responsible for notifying the Authority of ownership, organizational and personnel changes. QUALIFICATIONS OF FIRMS TO SERVE THE AUTHORITY In accordance with the policy, a Request for Statements of Qualifications (RFQ) for Senior Managers/Financial Advisors/Private Placement Agents and/or Co-Managers is being distributed to qualify firms for service to the Authority. By way of this RFQ, the Authority is also seeking to qualify Remarketing Agents for its variable rate bonds. Firms will be qualified for the following categories: Senior Managers/Financial Advisors/Private Placement Agents Note: Financial Advisors for purposes of this qualification have to do with those firms appointed to serve as financial advisor to the Authority. Generally, these financial advisors are appointed for competitive transactions only. However, the Authority will also use this general Statement of Qualifications to create a pool of financial advisors from which competitive proposals can be solicited in the event the Authority wishes to hire a firm in the event of severe provider distress and/or bond default. The Authority also intends to use this Statement of Qualifications to establish a short list of firms from which to select underwriter(s) for the Authoritys composite loan program (COMP). Co-Managers Remarketing Agents The Authority also intends to use this Statement of Qualifications to establish a short list of firms from which to select remarketing agent(s) for the COMP. Qualification in one category will not preclude a firm from being qualified in any other category. Qualification in a certain category will not guaranty an appointment for the firm so qualified. Authority staff will review the Statements of Qualifications, and recommendations for appointment to the Authoritys qualified list will be offered to the Members of the Authority. Recommendations will be developed based on the following criteria: Experience with similar financings in which the firm and its proposed financing team have participated (All) Analytical capabilities (Senior Managers, Financial Advisors and Private Placement Agents only) Sufficient capital (Senior Managers and Co-Managers only) Demonstrated ability to distribute comparable securities (Senior Managers, Co-Managers, Private Placement Agents and Remarketing Agents only) Presence in New Jersey and commitment to New Jerseys health care organizations (All) REQUIREMENTS FOR SUBMITTING STATEMENTS OF QUALIFICATIONS Firms interested in submitting a Statement of Qualifications are requested to meet the following specifications: LOCATION OVERNIGHT DELIVERY ADDRESS: MAILING ADDRESS: Bill McLaughlin, Director-Project Management P. O. Box 366 New Jersey Health Care Facilities Trenton, New Jersey 08625-0366 Financing Authority Station Plaza, Building #4, 4th Floor 22 South Clinton Avenue Trenton, New Jersey 08609-1212 NUMBER OF COPIES Three (3) copies of your firms Statement of Qualifications must be submitted. One copy of your firms most recent annual report and audited statements of financial conditions, if available, should be forwarded with your Statement of Qualifications. Do not bind the annual report or audited statements of financial condition into the Statement of Qualifications. FORMAT Firms are reminded to follow the prescribed format. Responses to the questions in the Request for Statements of Qualifications (RFQ) should be succinct, limiting discussion to the questions asked. Failure to respond to all requested information may result in disqualification. QUESTIONS Any questions regarding this RFQ should be directed to Suzanne Walton, Director-Project Management, at 609-789-5616. Until such time as the Authoritys qualified list has been approved, applicants should not contact any other members of the Authority staff or any member of the Authority with regard to this RFQ. OTHER No joint Statements of Qualifications will be considered by the Authority. SCHEDULE All firms approved by the Authority for any of the specified roles will be required to comply with the requirements of Public Law 2005, Chapter 51 and Chapter 271 and Executive Order No. 117 which are available at the Treasury Department website ( HYPERLINK "http://www.state.nj.us/treasury" http://www.state.nj.us/treasury). All firms which submit a Statement of Qualifications will be notified in writing of the Authoritys decision as soon as practicable following the Governors approval of minutes of the meeting at which action is taken to appoint firms to the Authoritys qualified list of bankers. NOTE: Each question is followed by a key, as identified below, which indicates the questions that should be answered, depending upon the role(s) a firm may wish to fill. S - Senior Managing Underwriter C - Co-Managing Underwriter FA - Financial Advisor PA - Private Placement Agent RA - Remarketing Agent TRANSMITTAL LETTER In bullet point format, highlight your firms qualification to serve the Authority. Qualifications should be organized according to the criteria outlined on page iii. SECTION I GENERAL INFORMATION AND EXPERIENCE Provide the general information specified in the charts below. GENERAL INFORMATION Name of Firm Web Site, if any Name of Primary Contact Title Address Phone Number Fax Number E-Mail Address Name of Secondary Contact Title Address Phone Number Fax Number E-Mail Address The firm has/is: YES NO New Jersey Presence Woman-Owned Minority-Owned Check the category(ies) for which your firm wishes to be considered for appointment: Sr. Mgr. Fin. Adv. Plcmt. Agent Co-Mgr. Rmkg. Agent Acute Care Hospitals Other Hospitals Nursing Homes Assisted Living Facilities Community Health Care Providers Continuing Care Retirement Communities Physician Group Practices Integrated Delivery Systems Other Would your firm like to be considered for the pool of firms from which the Authority could select a financial advisor in the case of severe borrower distress and/or bond default? Yes _____ No _____ Would your firm like to be considered to serve as senior managing underwriter and remarketing agent for the Authoritys COMP? Yes _____ No _____ 2. Provide a brief description of your firm (limit narrative to two pages). Incorporate in your description the number of your firms offices and their locations, number of employees (overall and New Jersey based), location of headquarters and place of incorporation, as well as specialty services offered by your firm which might be relevant to the Authoritys borrowers. Make sure to address how your firm is related to any parent, affiliate and/or subsidiary, if applicable. (All) 3. Provide a list of professionals who will be assigned to the Authoritys account. This statement of qualifications is for your firm only. No joint proposals, subcontracts or consultants will be accepted. Please include brief resumes which include a summary of experience in health care finance and experience working with other state and local authorities. (All) 4. List all health care transactions for which your firm has served as senior manager, co-senior manager, financial advisor, placement agent, co-manager or remarketing agent for the 6 months preceding submission of this request. Lists and a tabulated summary of the lists should be provided as appendices in the format set forth in Exhibit A. (All) 5. Has your firm provided consulting or banking services to health care organizations involved in mergers, acquisitions, or dissolutions? If so, please provide a list of those assignments and a description of your involvement during the 6 months preceding submission of this request. What issue(s) related to mergers, acquisitions, and dissolutions should the Authority be concerned about? (S, FA, PA) 6. Describe the review and approval process required by your firm for health care transactions. (S, C, FA, PA) 7. During the 6 months preceding submission of this request, has your firm been involved with the workout of a default situation? If so, what has your firms role been, and how are these defaults being managed? (S, C, FA, PA) Has your firm or anyone affiliated with your firm ever served as a Bankruptcy Trustee for a health care related bankruptcy? Has your firm or anyone affiliated with your firm served in any other capacity related to a health care related bankruptcy? Please elaborate. (S, C, FA, PA) 8. Describe any completed or pending litigation including that which involves, or alleges to involve, securities law violations by your firm or its employees. Describe and assess the potential impact of such litigation. (All) Is your firm barred from the underwriting business in any state? If so, describe the circumstances giving rise to any such bar. (All) Is your firm in compliance with all MSRB rules? If not, please explain. (All) 9. Do any members of your firms public finance, municipal finance, health care finance, corporate finance, or any of the owners, officers or directors of your firm serve on the board of or have an ownership interest in any health care organization in New Jersey (including parent or holding companies and affiliates)? If yes, list their names and positions at your firm and the health care organization and the term expiration date, if any. Would your firm consider participation in a financing for any of the health care organizations listed a conflict of interest? (All) 10. Is your firm limited in the type or size of financings in which it will participate due to firm policy or regulatory restrictions? If so, please explain. (All) SECTION II UNDERWRITING CAPABILITIES 11. What was your firms excess net capital position as of the date of the most recent filing with the NASD? Please provide a copy of that filing. What is the maximum amount of bonds your firm may underwrite based on this amount? (S, C) SECTION III MARKETING AND DISTRIBUTION CAPABILITIES 12. Describe your firms distribution capabilities. Incorporate a discussion of institutional versus retail focus and geographical penetration. How many retail accounts does your firm maintain for New Jersey residents? Using the chart provided as Exhibit B, check those categories of securities which your firm prefers to sell. (S, C, PA, RA) 13. Describe your firms ability to distribute new issues of New Jersey bonds including New Jersey Health Care Facilities Financing Authority bonds. Provide the total volume of your firms going away orders for New Jersey bonds including New Jersey Health Care Facilities Financing Authority bonds completed during the 6 months preceding submission of this request in the format provided in Exhibit C. (S, C, PA, RA) 14. Discuss your firms secondary market support of New Jersey bonds including those of the New Jersey Health Care Facilities Financing Authority during the 6 months preceding submission of this request. Quantify the number and amount of trades completed. (S, C, PA, RA) 15. Does your firm serve as the remarketing agent for any New Jersey securities? If so, please list these issues in Exhibit D along with the credit and liquidity providers and the rating on the bonds. (RA) SECTION IV QUANTITATIVE ANALYSIS 16. Describe your firms ability to size a bond issue, conduct a refunding analysis, verify competitive bids, perform FHA-cash flows and optimize an escrow portfolio. 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