Private Placements are fixed income securities that are not registered with the Securities and Exchange Commission (SEC). As such, private placement bonds are not publicly issued or publicly traded and as a result are not required to be rated by a credit rating agency.
Private Placement Bonds issued without pledging collateral are termed Senior Unsecured Private Placements and those issued with collateral pledged are Senior Secured Private Placements. The issuer of the bonds is directly and fully responsible for repayment of the notes based on its full faith and credit and thus the notes are referred to as Direct Obligation Private Placement Bonds.
Focus is given to bond issuers with investment grade credit ratings from a Nationally Recognized Statistical Rating Organization (NRSRO) by the SEC. Alternatively, issuers without credit ratings from a NRSRO are acceptable if they are implied investment grade and/or have a NAIC 1 (AAA through A-) or NAIC 2 (BBB+ through BBB-) rating.
- 100% recourse to the issuer and its full faith and credit
- Direct, unconditional, unsubordinated, senior notes [secured or unsecured]
- Up to 100% financing of a property or project cost including soft costs
- Minimal deduction for annual trustee fee
- Bonds can be credit enhanced up to "AAA" rating with insurance
- $15 million to $1 billion
- 30/360 interest calculation
- Typically semi-annual payments
- Up to 15 years, interest only or fully amortizing
- Yield Maintenance at U.S. Treasuries plus 25 bps
- Rate lock within 1 to 3 days after bonds are "circled" or placed
- Working capital
- Mergers and acquisitions
- Debt financing, consolidation or refunding
- Acquisition or construction of property and/or improvements