A refunding is a refinancing of existing "refunded" bonds with new "refunding" bonds.
In general, refundings can be compared to the refinancing of a home mortgage, where
a homeowner obtains a new mortgage with a lower rate to pay off an older, more expensive
mortgage. Similarly, the issuer of refunding bonds often seeks to lower its interest
payments by paying off bonds it has previously issued with newly issued refunding
bonds that pay interest at a lower rate than the original refunded bonds. However,
in some cases, an issuer may advance refund existing bonds for reasons other than
interest cost savings, for example, where an issuer seeks to be released from legal
covenants or restrictions made when issuing the original bonds.
An important difference between an "advance" refunding and a typical refinancing
of a home mortgage is that, rather than paying off the old debt immediately upon
incurring the new debt, the proceeds of the new refunding bonds are placed in an
escrow account to be applied according to a predetermined schedule to the future
payment of principal and interest on the old refunded bonds. Thus, the refunded
bonds are not paid off immediately, but instead will be paid off either as originally
scheduled at maturity or on an earlier redemption date in the future according to
the bonds' redemption, or "call," provisions. The advance refunding of a bond typically
will result in a change in the security for repayment of the bond and can also sometimes
involve calling the bond prior to maturity. Thus, an advance refunding of your bond
can change the timing of your receipt of repayment of your principal on the bond,
the credit rating on your bond, and the current value of your bond (either as reflected
on your account statement or if you choose to sell your bond).
The refunded bond, which may previously have been secured by a specific revenue
source pledged by the issuer to repay the bond - such as a tax levied by the issuer,
the revenues generated by a facility financed with bond proceeds, or a variety of
other sources - will now be secured exclusively by the escrow account established
under the advance refunding document. Often, the legal documents that controlled
the security provisions for the bonds will be said to have been "defeased," meaning
that those provisions generally no longer apply to the bonds. Such legal documents
typically establish requirements for the quality of investments that must be placed
in escrow in order to defease the lien placed on the security for the bonds. It
is not unusual for bonds that have been advance refunded to receive a higher credit
rating from one or more credit rating agencies due to the establishment of an escrow
account holding highly rated investments. This, in turn, can often (but not always)
result in a higher market value being placed on the refunded bond than before the
refunding.
The advance refunding document sets out important terms of how and when a bond that
has been advance refunded ultimately will be paid. The escrow account for the refunded
bonds is typically established under the advance refunding document, with the document
describing how funds in the escrow account will be invested prior to being used
to pay the refunded bonds. Although practices vary, the advance refunding document
usually will identify the specific investments being held in escrow. In addition,
the advance refunding document generally provides information about whether the
advance refunded bond will be paid at maturity or will be called for redemption
prior to maturity, including a schedule of payments to be made out of the escrow
account corresponding to a schedule of redemptions and maturities. Where less than
an entire maturity of a bond is scheduled to be redeemed, the advance refunding
document may lay out the process for selecting which bonds of that maturity will
be redeemed.
In some cases, bonds may be "escrowed-to-maturity," which means that moneys held
in the escrow account will be used to pay the principal and interest on the bonds
as originally scheduled through the final maturity date of the bonds, rather than
being redeemed prior to maturity. Thus, the advance refunding does not affect the
final maturity date of refunded bonds that are escrowed-to-maturity. An issuer may,
however, sometimes reserve the right to call an escrowed-to-maturity bond prior
to maturity. For example, an issuer may advance refund a bond that is scheduled
to mature on January 1, 2030. Even though the legal documents would allow the issuer
to call these bonds for redemption in 2015, the issuer may instead establish an
escrow that will continue to pay interest through January 1, 2030 and will pay the
principal amount due on January 1, 2030. This bond has been escrowed-to-maturity.
However, the issuer may have reserved the right to later exercise the 2015 call
provision. If such a right has been reserved, the issuer might subsequently decide
to redeem the bonds in 2015, rather than allow the bonds to remain outstanding until
maturity.
For more information about advance refunding documents, see our frequently asked questions about advance refunding documents.