Announcement of Loan Refinancing Procedures, and Deadlines for the Refinancing of Federal Financing Bank Loans Pilot Program (Refinancing Program), 48476-48480 [2017-22623]

Agencies

• DEPARTMENT OF AGRICULTURE
• Rural Utilities Service

[Federal Register Volume 82, Number 200 (Wednesday, October 18, 2017)]
[Notices]
[Pages 48476-48480]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-22623]


-----------------------------------------------------------------------

DEPARTMENT OF AGRICULTURE

Rural Utilities Service


Announcement of Loan Refinancing Procedures, and Deadlines for 
the Refinancing of Federal Financing Bank Loans Pilot Program 
(Refinancing Program)

AGENCY: Rural Development, Rural Utilities Service (RUS), USDA.

ACTION: Notice of solicitation for letters of intent.

-----------------------------------------------------------------------

SUMMARY: The Rural Utilities Service (RUS), an agency of the United 
States Department of Agriculture (USDA), is soliciting Letters of 
Intent and opening a window for a pilot program to refinance a loan, or 
any part thereof, consisting of one or more whole but not partial 
advance(s), made under a loan by the Federal Financing Bank (FFB) and 
guaranteed by RUS. RUS is announcing the process for the Refinancing of 
Federal Financing Bank Loans Pilot Program (Refinancing Program) made 
to RUS Electric Program borrowers operating as an electric utility 
(Eligible entity). This notice describes the eligibility requirements, 
the process and deadlines, and the criteria that will be used by RUS to 
assess refinancing requests from Eligible entities with outstanding FFB 
debt. The Refinancing Program will refinance a higher interest rate 
loan or a portion thereof i.e., one or more advance under a FFB loan at 
the interest rate available as of the date of the advance of the new 
FFB loan used to refinance the outstanding FFB loan. A new FFB loan 
will be advanced to prepay the FFB loan. A maximum amount for 
refinancing per Eligible entity is also being announced. The new FFB 
loan will be made for the amount identified solely by FFB and RUS to 
prepay the outstanding FFB loan together with the required prepayment 
premium, if applicable. In order to maximize the Refinancing Program 
and the benefits to electric consumers, the Eligible entity will have 
the option of paying the prepayment premium or rolling the amount into 
the new FFB loan. The Refinancing Program is made available under 
Section 749 of the Public Law 115-31, Consolidated Appropriations, Act 
2017 (section 749).

DATES: To be considered for this program, borrowers must submit their 
documentation no later than the dates set forth herein. Failure to 
comply with the following deadlines will prevent RUS from considering 
the borrower for the Refinancing Program.
    Step 1: To be considered for the Refinancing Program an Eligible 
entity must submit a Letter of Intent (LOI), as provided herein, in an 
electronic Portable Document Format (PDF) by electronic mail (email) to 
REFINANCE-EP@RD.usda.gov no later than 11:59 p.m. (EST) on November 17, 
2017. Late or incomplete Letters of Intent will not be considered by 
RUS for this

[[Page 48477]]

Refunding Program. No exceptions will be made.
    Step 2: RUS will evaluate all LOI's received by the deadline 
identified above. If the dollar amount for all eligible requests is 
less than the total dollar amount authorized by Congress for this pilot 
program requests will be processed in the order in which they were 
received. If the amount requested exceeds the total amount authorized 
by Congress, RUS will prioritize all requests, in the manner stated 
below.
    Step 3: An Eligible entity will be notified of its acceptance by 
means of an Invitation to proceed. Only, after a borrower is notified 
of its acceptance for the Refinancing Program, will an estimate of the 
amount due, including the prepayment premium, if any, be provided. An 
Eligible entity will have seven (7) business days to notify RUS of its 
intent to proceed to refinance and whether the prepayment premium, if 
any, will be paid, in full, or rolled into the new FFB loan. If RUS has 
not been notified of such intent to proceed, within the time limit, the 
request will be denied. See below for the additional steps necessary to 
document and complete the refinancing.

ADDRESSES: Copies of this NOSA and other information on the Refinancing 
Program may be obtained by:
    (1) Contacting Jonathan Claffey at (202) 692-0093, to request a 
copy of this Notice.
    (2) Sending an electronic mail (email) to jon.claffey@wdc.usda.gov. 
The email must be identified as Refinancing Program Notice of 
Solicitation for Applications in the subject field.
    (3) The Letter of intent must be submitted by the Eligible entity 
in an electronic PDF (PDF) not to exceed 10 Megabytes (10 MB) by 
electronic mail (email) to REFINANCE-EP@RD.usda.gov before the deadline 
set forth herein. No paper letters of intent will be accepted.
    (4) RUS may request additional information from an Eligible entity, 
if necessary.

FOR FURTHER INFORMATION CONTACT: Jonathan Claffey, Office of the 
Assistant Administrator, Rural Utilities Service, Rural Development, 
United States Department of Agriculture, 1400 Independence Avenue SW., 
STOP 1560 Room 5165-S, Washington, DC 20250; Telephone: (202) 720-9545; 
Email: jon.claffey@wdc.usda.gov.

SUPPLEMENTARY INFORMATION: 

Overview

    Federal Agency: Rural Utilities Service (RUS), USDA.
    Funding Opportunity Title: Refinancing Pilot Program (Refinancing 
Program).
    Announcement Type: Requests for Letter of intent.
    Catalog of Federal Domestic Assistance (CFDA) Number: Not 
applicable.
    Dates: Submit the Letter of intent on or before November 17, 2017.

Administrative Procedure Act Statement

    This Notice of Solicitation for Letters of Intent (NOSA) is being 
issued without advance rulemaking or public comment. The Administrative 
Procedure Act of 1946, as amended (5 U.S.C. 553) (APA), has several 
exemptions to rulemaking requirements. Among them is an exception for a 
matter relating to ``loans, grants, benefits, or contracts.'' 
Furthermore, the 30 day effective date policy is accepted for ``good 
cause.''
    USDA has determined, consistent with the APA that making these 
funds available under this NOSA for the Refinancing Program is in the 
public interest since the Consolidated Appropriations Act 2017, (Pub. 
L. 115-31) appropriated a budget authority of $600,000,000 on the 
condition that refinancing involved will benefit the ratepayers of the 
Eligible entity. As such, the timely submission and processing of all 
requests and documents is necessary in order to maximize the savings 
and benefit rural ratepayers. Delays in processing requests would most 
likely have the effect of decreasing the potential savings resulting 
from such refinancing of outstanding debt. In order to do this, the 
Agency decided to move forward with developing procedures for the 
Refinancing Program within a NOSA instead of rulemaking in order to 
meet the statutory mandate to implement this new program. The Agency 
intends to test this new program this year with available funds under 
this NOSA and will revisit it if permanent authority for the program is 
granted

Information Collection and Recordkeeping Requirements

    There are no new information collection or recordkeeping 
requirements. All information collection and recordkeeping requirements 
are contained in previously approved paperwork packages covering 
various Electric Program regulations.

Definitions

    For the purpose of the Refinancing Program, the following terms 
have the following meanings:
    Administrator means the Administrator of the Rural Utilities 
Service, an agency under the Rural Development mission area of the 
United States Department of Agriculture.
    Advance means amounts advanced by FFB from time to time pursuant to 
a Future Advance Promissory Note payable to FFB and guaranteed by RUS 
made under a FFB loan.
    Conditional commitment letter means the notification issued by the 
Administrator to an Eligible entity advising it of the estimated terms, 
conditions and amount of the new FFB loan.
    Eligible entity means a RUS Electric Program borrower operating as 
an electric utility with an unpaid and outstanding FFB loan.
    FFB means the Federal Financing Bank.
    FFB loan means all or one or more, whole Advance made under a loan 
or loans made by FFB and guaranteed by RUS.
    Invitation to proceed means the written notification issued by RUS 
to the Eligible entity that the Letter of Intent was reviewed and 
accepted and inviting the Eligible entity to advance to the next steps 
in the process in the Refinancing Program.
    Letter of Intent means a signed letter issued by an Eligible entity 
notifying RUS of its intent to refinance a FFB loan containing the 
information required by RUS.

Additional Items in Supplementary Information

A. Program Description
B. Federal Award Information
C. Eligibility Information
D. Submission Information
E. Agency Review of Letter of Intent and Process for Proceeding
F. Federal Awarding Agency Contact
G. Other Information

A. Program Description

    This is a pilot program authorized under section 749 of the Public 
Law 115-31, Consolidated Appropriations Act 2017 (section 749). 
Pursuant to section 749, RUS announces this pilot program which 
authorizes no more than $600 million in funds from loans made by the 
Federal Financing Bank (FFB) that are guaranteed under section 306 of 
the Rural Electrification Act of 1936 (the Act) to be used for 
refinancing debt pursuant to section 306C of the Act, including any 
associated prepayment penalties and prepayment or refinance premium.
    Eligible entities must demonstrate that the refinancing of the FFB 
loan will benefit its rate payers. No waiver of any prepayment premium 
will be granted;

[[Page 48478]]

however, an Eligible entity may include the prepayment premium in the 
new FFB loan amount used for refinancing (the remaining principal 
balance outstanding plus interest and any prepayment premium). The 
amount of the new FFB loan will be the estimated amount necessary for 
such purpose. Any amount not required to pay in full to refinance the 
unpaid and outstanding FFB loan will be rescinded by RUS and not 
available for Advance without any further action required by the 
Eligible entity. As such, time is of the essence in documenting and 
advancing the new FFB loan.
    Refinancing of a FFB loan under the Refinancing Program is not 
subject to section (c)(4) of section 306C of the Act (7 U.S.C. 
936C(c)(4), which prohibits refinancing a FFB loan with a maturity date 
that exceeds the years remaining on the FFB loan before refinancing. 
Under the Refinancing Program, an Eligible entity will be allowed to a 
select a maturity (not to exceed the final maturity date) for the 
Advance made under the new FFB note and select a new final maturity 
date not to exceed thirty-five (35) years. This additional flexibility 
and new final maturity date will further financially benefit the 
Eligible entity and its ratepayers. RUS will evaluate the requested FFB 
loan final maturity date to ensure that RUS continues to be adequately 
secured and that the new FFB loan will be repaid in the time agreed 
upon. In order to maximize the Refinancing Program, an Eligible entity 
will have the option of paying the prepayment premium, if any, on the 
due date or rolling the prepayment premium into the amount of the new 
FFB loan.

B. Federal Award Information

    Type of Award: Loan.
    Fiscal Year 2017 Funds: Not more than $600 million.

    Authority: The Refinancing Program is a pilot program to be 
carried out by the Rural Utilities Service pursuant to Section 749 
of the Consolidated Appropriations Act 2017, Public Law 115-31, May 
5, 2017.

C. Eligibility Information

    Eligible entity, as defined above.

D. Submission Information

1. Letter of Intent

    Interested parties must send an email to the contact listed in FOR 
FURTHER INFORMATION CONTACT section of this Notice to obtain an 
electronic sample of the Letter of intent. The sample Letter of intent 
can also be found online using the following web address: https://www.rd.usda.gov/Refinancing/.

2. Content of Letter of Intent

    An Eligible entity must submit the required information in its 
Letter of Intent (LOI). FFB loan refinancing will be processed in a 
multi-step process as described herein. An Eligible entity must submit 
all the information identified in the Letter of Intent ``Request for 
Refinancing of FFB Loan'' available online at the following web 
address: https://www.rd.usda.gov/Refinancing/.
    a. Letter of Intent. The following information (information is 
available on borrower's quarterly Statement of Account and Transactions 
(bill)) must be included in the LOI (as noted above incomplete LOI's 
will not be considered) so please review for completeness of 
information:
    i. FFB loan identification of each Future Advance Promissory Note 
payable to FFB (for example, ``R8'') and the Note Designation (ex 
00000000423, 00000000000425), including the following:
    (A) Identify the FFB Advance identifier (account number ex. H0015, 
H0045) of each Advance that will be refinanced;
    (B) Specify whether one or more Advance will be refinanced (partial 
advances will not be considered);
    (C) Identify the date of each Advance that will be refinanced;
    (D) Identify the interest rate of each Advance;
    (E) Specify the amount outstanding for each Advance that will be 
refinanced on latest quarterly bill;
    (F) List all Advances in order of their refinancing priority (due 
to cap identified below) (all FFB loans intended to be refinanced 
should be prioritized and listed in case additional funds are available 
for this Refinancing Program); and
    (G) A contact name, number and email.
    ii. Short narrative demonstrating how the refinancing of the FFB 
loan will benefit its rate payers including, but not limited, to 
estimated savings to ratepayers, increased investment in energy 
efficiency or plant modernization, other factors resulting from savings 
associated with the refinancing, etc.
    iii. Requested final maturity date for the new FFB loan. The 
requested final maturity date must be for a period not to exceed 
thirty-five years. An Eligible entity must submit a certification 
stating that the remaining useful life of its electric system is equal 
to or exceeds the new requested final maturity date and, that the 
requested final maturity date does not exceed the term of its wholesale 
power contract with its members or with its generation and transmission 
supplier. If the remaining useful life of its electric system or the 
wholesale power contract term is less than the final maturity date 
requested, the final maturity date will be modified for a shorter 
period.
    b. After evaluating the request and the information specified 
below, RUS will send an Invitation to proceed identifying the FFB loan 
that will be refinanced and describing the next steps in the process. 
Additionally, RUS together with FFB will provide an estimate of the 
maximum principal amount of the new FFB loan needed to refinance the 
selected FFB loan and the estimated amount of the prepayment premium, 
if any. An Eligible entity will make its regularly scheduled quarterly 
payment on the FFB loan. The initial estimate will be for the first 
business day after the end of the quarter. However, an Eligible entity 
may select another date in the quarter that is not the last day of the 
quarter to refinance its FFB loan. If a day other than the first day is 
chosen, all accrued interest, applicable fees and premium are due and 
payable on or before the refinancing day. RUS and FFB retain the right 
to move the refinancing date to another business day in the quarter if 
there are too many to process on any one day.
    c. An Eligible entity will have seven business days to confirm, in 
writing, (including email) its intent to proceed with the refinancing, 
whether it will pay the prepayment premium, in full, on the refinancing 
date or roll the amount into the new FFB loan and a final 
prioritization of only the previously RUS accepted and identified FFB 
loan, up to the cap amount.
    d. Upon receipt of the confirmation of the intent to proceed, an 
Eligible entity will receive a Conditional commitment letter that must 
be executed and the terms, conditions, if any, and the amount of the 
FFB loan accepted by the Eligible entity. The Eligible entity will then 
receive an FFB note and RUS Reimbursement note to execute. If 
necessary, authentication by its indenture trustee will be required. A 
supplemental indenture or other security instrument and related 
documents may be required to secure the FFB note and RUS Reimbursement 
note.
    e. An Eligible entity must return the executed FFB note and RUS 
Reimbursement note together with its Advance Request, attached as Annex 
A to the FFB note, and any other required loan documents in a timely 
manner, as set forth in Section E. 3. d. The Advance

[[Page 48479]]

Request, specifying the chosen options, should be marked 
``REFINANCING.''

3. Compliance With Other Federal Statutes

    No additional compliance verification is necessary.

4. Funding Restriction

    See below.

5. Submission Requirements

    The refinancing process consists of several steps.
    a. To be considered for the Refinancing Program for this fiscal 
year, a Borrower must submit its mandatory Letter of intent, that 
complies with the requirements in section D (2) of this Notice, in a 
PDF file, not to exceed 10 MB in size, by electronic mail (email) to 
REFINANCE-EP@RD.usda.gov no later than 11:59 p.m. (EST) on November 17, 
2017.
    b. By submitting the Letter of intent, the Eligible entity 
indicates to RUS that it intends to participate in the Refinancing 
Program, as described above and as identified in the LOI. RUS by 
extending an Invitation to proceed to an Eligible entity in the queue, 
a LOI does not obligate the Eligible entity to proceed. However, 
Eligible entities will only have seven business days to notify RUS 
whether it will proceed, as described above.
    c. The borrower must execute and return new FFB note and any other 
required documents.

E. Agency Review of Letter of Intent and Process for Proceeding

1. Letter of Intent

    RUS will consider complete Letters of Intent as they are received. 
Letters of intent will be reviewed by RUS for completeness.

2. Processing of Requests, Prioritization, and Maximum Refinancing 
Amount

    (a) Processing Requests and Prioritization. RUS will evaluate all 
LOI's received by the deadline identified above. If the dollar amount 
for all eligible requests is less than the total dollar amount 
authorized by Congress for this Refinancing Program, requests will be 
processed in the order in which they were received. If the amount 
requested exceeds the total amount authorized by Congress, RUS will 
prioritize all requests based on the following criteria:
    (i) First, by the highest cumulative weighted average interest rate 
on the FFB loan to be refinanced; and
    (ii) Second, by the order in which the request was received.
    (b) Maximum amount to any one Eligible entity. An Eligible entity 
may request any dollar amount and number of FFB loans for refinancing 
and are encouraged to do so. However, in order to ensure the widest 
practical use of the appropriated funds and that the greatest number of 
ratepayers are benefited, each Eligible entity will be limited to $100 
million of refinancing. As such, an Eligible entity in its LOI should 
additionally list, in order, its priority for the requested 
refinancing. RUS, in its sole discretion, reserves the right to reduce 
an Eligible entity's maximum amount to $75 million if the total amount 
requested by all Eligible entities exceeds the authorized amount by 50 
percent or more to maximize the use of the funds and benefit more 
Eligible entities and electric consumers/ratepayers. Due to the nature 
of potential changes in interest rates, time is of the essence in 
processing and documenting requests under the Refinancing Program, 
including returning to RUS the new FFB note, Reimbursement note and all 
other required documents.
    If, after considering all eligible requests Refinancing Program 
funds remain available or otherwise become available, RUS will consider 
requests greater than $100 million based on the order in which the LOI 
was received up to an additional $100 million for each Eligible entity.
    If additional funds are authorized for the Refinancing Program or 
for refinancing of FFB debt pursuant to section 306C of the Act, RUS 
reserves the right, in its sole discretion, to consider the requests 
received pursuant to this NOSA or to issue a new notice.

3. Process

    a. After evaluating the request and the information specified 
below, RUS will send an Invitation to proceed identifying the Advance 
accepted for refinancing and describing the next steps in the process. 
Additionally, RUS together with FFB will provide an initial estimate of 
the amount of the new FFB loan needed to refinance the selected Advance 
and the estimated amount of the prepayment premium, if any. An Eligible 
entity will make its regularly scheduled quarterly payment in the full 
amount. The estimate will be for the first business day after the end 
of the quarter. However, an Eligible entity may select another date in 
the quarter that is not the last day of the quarter to refinance its 
Advance. RUS and FFB retain the right to move the refinancing date to 
another business day in the quarter if RUS and FFB determine that there 
are too many to process on any one day.
    b. An Eligible entity will have seven business days to confirm, in 
writing, (including email) its intent to proceed with the refinancing, 
whether it will pay the prepayment premium, in full, on the refinancing 
date or roll the amount into the new FFB loan, and a final 
prioritization of an Advance after reviewing the prepayment premium, if 
any, up to the cap amount. An Eligible entity will not be allowed to 
add or substitute an Advance based on the estimate. However, an Advance 
can be deleted from the final refinancing prior to receipt by the 
Eligible entity of the new FFB note. The final total amount necessary 
to refinance the FFB loan will be provided by RUS two business days 
before the scheduled refinancing date.
    c. Upon receipt of the confirmation of the intent to proceed, an 
Eligible entity will receive a Conditional commitment letter that must 
be executed and accepted. After that, a new FFB note and RUS 
Reimbursement note will be sent for execution. If necessary, both notes 
will need to be authenticated by the Eligible Entity's indenture 
trustee. A supplemental indenture or other security instrument any 
related documents may be required to secure the FFB note and RUS 
Reimbursement note. If the prepayment premiums will be financed, the 
maximum principal amount of the FFB note will be rounded up two percent 
to be sufficient to prepay the amount in full. RUS reserves the right 
to change the rounding amount from two percent, if it determines that 
two percent is insufficient to accomplish the refinancing due to 
interest rate volatility. If the maximum principal amount of the 
executed FFB note is insufficient to cover all amounts due, according 
to the final amount provided two days in advance of the refinancing 
date, the Eligible entity is required to pay the deficient amount in 
full on or before the refinancing date.
    d. An Eligible entity must return the executed FFB note and RUS 
Reimbursement note together with its Advance Request and any other 
required documents in a timely manner. FFB will require five days to 
purchase the FFB note after RUS has reviewed and processed the FFB 
note. The Advance Request, specifying the options chosen, by the 
Eligible entity, should be marked ``REFINANCING.'' An Eligible entity 
will have the option of submitting no more than two Advance Requests 
(for ex. one for a short term maturity and one long term maturity or 
one for a long term maturity date not to exceed the final maturity 
date). If two are submitted they must be submitted simultaneously,

[[Page 48480]]

dated the same date, same Advance request date, and together the amount 
cannot exceed the maximum principal amount of the FFB note. No funds 
will be advanced directly to the Eligible entity but will be advanced 
to prepay the FFB loan, as agreed upon. As such, if all documents have 
not been returned to RUS by the 15th day of the third month of the 
quarter, the refinancing date will be moved to the first day of the 
next quarter.

F. Federal Awarding Agency Contact

    Jonathan Claffey, Office of the Administrator, Rural Utilities 
Service, Rural Development, United States Department of Agriculture, 
1400 Independence Avenue SW., STOP 1510, Room 5136-S, Washington, DC 
20250-1510; Telephone: (202) 720-0736; Email: jon.claffey@wdc.usda.gov.

G. Other Information

USDA Non-Discrimination Statement

    In accordance with Federal civil rights law and U.S. Department of 
Agriculture (USDA) civil rights regulations and policies, the USDA, its 
Agencies, offices, and employees, and institutions participating in or 
administering USDA programs are prohibited from discriminating based on 
race, color, national origin, religion, sex, gender identity (including 
gender expression), sexual orientation, disability, age, marital 
status, family/parental status, income derived from a public assistance 
program, political beliefs, or reprisal or retaliation for prior civil 
rights activity, in any program or activity conducted or funded by USDA 
(not all bases apply to all programs). Remedies and complaint filing 
deadlines vary by program or incident.
    Persons with disabilities who require alternative means of 
communication for program information (e.g., Braille, large print, 
audiotape, American Sign Language, etc.) should contact the responsible 
Agency or USDA's TARGET Center at (202) 720-2600 (voice and TTY) or 
contact USDA through the Federal Relay Service at (800) 877-8339. 
Additionally, program information may be made available in languages 
other than English.
    To file a program discrimination complaint, complete the USDA 
Program Discrimination Complaint Form, AD-3027, found online at https://www.ascr.usda.gov/complaint_filing_cust.html and at any USDA office or 
write a letter addressed to USDA and provide in the letter all of the 
information requested in the form.
    To request a copy of the complaint form, call (866) 632-9992. 
Submit your completed form or letter to USDA by:
    a. Mail: U.S. Department of Agriculture, Office of the Assistant 
Secretary for Civil Rights, 1400 Independence Avenue SW., Washington, 
DC 20250-9410;
    b. Facsimile: (202) 690-7442; or
    c. Email: program.intake@usda.gov.
    d. USDA is an equal opportunity provider, employer, and lender.

    Dated: October 12, 2017.
Christopher A. McLean,
Acting Administrator, Rural Utilities Service.
[FR Doc. 2017-22623 Filed 10-17-17; 8:45 am]
 BILLING CODE P