RFP

Purpose of RFP:
The Georgia Housing and Finance Authority ("Authority" or "GHFA") is seeking a team of underwriters to serve as Senior Managing Underwriter(s) (individually "Senior Manager" and collectively "Senior Managers") or as Co-Manager Member(s) (individually "Co-Manager" and collectively "Co-Managers") for the anticipated period of January 2, 2026 to December 31, 2028.

It is intended that the successful candidate(s) will be selected for a period of up to three (3) years beginning with future issues of single family housing bonds after January 1, 2026, contingent upon the approval of the Georgia State Financing and Investment Commission ("GSFIC"). If a bond deal has begun prior to GSFIC's approval, then current underwriters will continue to serve until the following bond deal.

The Authority retains the right to solicit proposals for Senior Managers at any time. Furthermore, the Authority may, at any time, and in its sole discretion, elect to use a competitively bid structure.

In addition to the Senior Managers, the Authority seeks to compile a pool of underwriting firms to serve as revolving members of the finance team. Firms named to the pool will have the opportunity to serve as Co-Managers on future bond issues. However, pool members will not be guaranteed a position on the finance team on any particular issue, or a continuing position beyond the deal on which they are selected to serve. The Authority reserves the right to select pool members on an as needed basis.

RFP Schedule:
The schedule of events set out herein represents the GHFA's best estimate of the schedule that will be followed. However, delays to the procurement process may occur, which may necessitate adjustments to the proposed schedule. If a component of this schedule, such as the close date, is delayed, the rest of the schedule may be shifted as appropriate. An email notification of any changes to the dates up to the closing date of the RFP will be sent to the offeror prior to the closing date of this response. After the close of the RFP, GHFA reserves the right to adjust the remainder of the proposed dates, including the dates for evaluation, negotiations, award, and the contract term on an as-needed basis with or without notice.

General Information:
The Authority’s bond issuance program was established in 1976 for the purpose of facilitating economic development; for the improvement of public health, safety, and welfare; and for other public purposes, including providing a continuous flow of funds to produce housing. The Authority’s programs are administered by the Department of Community Affairs (“DCA”), a legislatively created executive branch of the State government. The same persons who comprise the State’s Board of Community Affairs also constitute the Authority’s Board of Directors. The Commissioner of DCA is, by law, also the Executive Director of the Authority and appoints such directors, deputies, and assistants as may be necessary to manage the operations of the Authority.

In the 49 years since its first single family bond issue, the Authority has issued approximately $6.3 billion in qualified mortgage bonds under four separate general resolutions:

• Resolution 1 (1976). This resolution has had more than $5.578 billion in bonds issued and is currently the only active issuing resolution. This resolution allows cross calls, and this option has been extensively exercised. The Resolution has been used exclusively since 1993 and allows for the purchase of FHA, VA, USDNRD, and conventional loans, together with FMNA and GNMA Program Securities. This resolution has been assigned a rating of “AAA” by Standard and Poor’s since July 1998. The Trustee is U.S. Bank.
• Resolution 2 (1982). There was only one series issued under this resolution and all associated bonds have been redeemed.
• Resolution 3 (1984). Fifteen series were issued under this resolution, and all associated bonds have either been redeemed or defeased.
• Resolution 4 (1992). Only three series were issued under this resolution, and all associated bonds have been redeemed.

During calendar year 2024, the Authority issued $350 million in mortgage revenue bonds; during calendar year 2025, the Authority has issued $500 million in mortgage revenue bonds as of July 1 and plans to issue a total of $1 billion. For the Authority’s 2025 Fiscal Year, which runs from July 1, 2024, through June 30, 2025, the Authority purchased 2,409 qualifying single family first mortgage loans totaling $607 million from the homeownership program’s lender partner network across the State. The financing structures used by the Authority support continuous funding and allow the Authority to adjust mortgage rates weekly or as necessary. Currently, the Authority is primarily purchasing FHA-insured mortgages, and all mortgages are accompanied by down payment assistance (“DPA”). The Authority also has a dedicated VA loan that carries no down payment assistance, but a rate lower than the FHA product. Digital Assurance Certification LLC (“DAC”) acts as the Authority’s disclosure agent, and financial information concerning the Authority may be accessed at https://www.dacbond.com/newdac/#/.

Under the Bond Issuance Program, the Authority's primary objective is to facilitate the purchase of affordable housing by offering mortgage loans to qualified borrowers at the lowest possible rate consistent with sound fiscal management. To meet this objective, the following parameters have been established:

• Maintain single family mortgage rates at an economically attractive level accompanied by DPA when necessary;
• Structure each single family deal to achieve as closely as possible the full 1.125 basis point spread between the bond yield and the mortgage yield;
• Maintain retail bond sales, especially within the state of Georgia;
• Maintain the Authority's "AAA" bond rating from Standard & Poor's;
• While maintaining the "AAA" rating, use excess funds in the most effective manner to support other single family housing based programs.
• Maintain and support the purchase of homes in rural areas of Georgia; and
• Continue to provide uninterrupted single family program funding in a manner such that the Authority's customers (lenders and home buyers) have a continuous supply of funds to carry out the Georgia Dream Homeownership Program.

The firm of cfX, Inc. serves as the Authority's cash flow consultant, and is responsible for:

• Performing extensive analysis of the Authority's entire portfolio;
• Identifying deal structure options for GHFA staff analysis and selection; and
• Calculating final cash flows for the rating agency reviews.

cfX, Inc. is an Independent Registered Municipal Advisor for purposes of the Municipal Advisor Rules of the Securities and Exchange Commission.

The Senior Managers & Services of the Underwriting Team:
The Senior Managers will be responsible for the marketing and selling of the Authority's bond issues. The Senior Managers will be expected to present and, when authorized, incorporate structural, market, and programmatic innovations into bond sales. The Authority expects to use the Senior Managers as a source of market information on new bond issues.

Traditionally, the Authority has used two Senior Managers, alternating the Lead (book-running) Senior Manager with each new issue. However, as the Authority deems it necessary, the Authority reserves the right to not alternate Senior Managers or to use more or fewer Senior Managers.

The Senior Manager(s) will share 100% of the management fee equitably on each deal regardless of status as Lead Senior (book-runner) or Co-Senior. All firms (Senior Managers and Co-Manager Members) will be compensated on a "takedown" basis for the sale of bonds.

The Authority will actively participate in and have final approval of the orders and allotments process.

The scope of services expected from the Senior Managers in connection with issuing bonds shall include, but not be limited to, the following:

• Participate in evaluating various options under Resolution 1 and/or any subsequent resolutions.

• Participate in achieving optimal pricing while minimizing cost of issuance.

• Provide personnel to be readily available to Authority representatives to ensure that all tasks are completed on time (for example, assist in the drafting and review of relevant documents such as official statements and resolutions) and to coordinate all efforts with the Authority and its counsel, bond counsel, and cash flow consultants.

• Provide scales to the Authority and cfX for bond deal structuring.

• Pre-market and market GHFA's bonds, coordinate with Co-Manager Members, provide preliminary and final pricing wires and offering scales to be reviewed and approved prior to publication, negotiate the sale of the bonds, provide preliminary pricing, take orders and finalize pricing, and maintain the records of the account.

• Offer to purchase the bonds on terms and conditions mutually acceptable to the Authority and the underwriters.

• Prepare a comprehensive "Final Pricing Book" within one week, or otherwise agreed to by the Authority, of the pricing date of each issue of bonds. The information to be included in the "Final Pricing Book" should include a summary of the key points of a bond sale and should include such information as:

  • Actual price scale for the bonds.

  • Comparison of actual pricing to the Municipal Market Data (MMD) benchmark;

  • Details and comparisons to actual recent comparable sales;

  • Description of actual market conditions at the time of sale;

  • Orders and allotments by firm (including overall totals, and a breakdown by Priority and Non-priority);

  • Zip codes for all GA retail purchases;

  • Summary of total compensation to all participants in the transaction (broken out by management fee and takedown), including designations by firm; and

  • A comparison of the interest rates and yields to other comparable issues in the market, and any applicable articles regarding current market indicators and credit market comments. The comparables should include preliminary and final wires for other HFA deals done thirty (30) days prior or fifteen (15) days after GHFA's institutional pricing.

• Provide continuing investment banking services and deal management input as required by the Authority after the closing of the bond issues. Co-managers will be expected to provide input on an as-needed basis and to act as members of the management group on the proposed financings. All members of the underwriting team will be expected to provide other customary services requested by the Authority.

• Keep GHFA informed about housing programs and/or financing structures previously implemented or being implemented by other issuers.

• Assist GHFA in maintaining its continuous lending program through the use of alternative practices to sell the single family loans when it is not prudent to sell bonds.