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and Wells Fargo. Other targets are less familiar but have recently had an insatiable appetite for refunding TABS. Included in this list are Belle Raven, Bel Air, Enterprise Trust, Payden & Rygel, Thornburg and Waddell & Reed. The case shiny below is indicative of Stifel's pledge to personalized service that helps us to meet the ever changing needs of our clients. Case Study: Richmond Successor Agency (Sale Date: 3127(2014) Background: In August 2013, the Successor Agency to the Richmond Community Redevelopment Agency attempted to come to market with a $34 million tax - exempt and taxable refunding program. Unfortunately, despite an "A-" underlying rating and BAM insurance, Richmond's underwriter —a major investment bank -- reported that they were unable to sell any bonds during the order period due to investor concerns relating to the City's "Richmond Cares" program. "Richmond Cares" represented the City's effort to assist homeowners with "underwater mortgages" through the write -down of existing mortgages and the potential use of eminent domain. Challenge: Stifel's banking team approached the City a few weeks after the failed pricing to present our analysis of the credit and a marketing strategy. We stated our belief that the bonds could be sold, but with a possible premium to compensate for the "headline risk." The City considered our offer and asked. Stifel to bring the refunding bonds to market. As the pricing date approached, our banking team prepared an internal briefing book for our sales team and set up a series of meetings with both our institutional and San Francisco retail sales staff. We explained the Richmond Cares program, its de rniniinus impact on the 'financing and other credit features. By the time we priced, our sales staff was fully versed on the credit and engaged in a full -on marketing effort. Results: Our pre - marketing efforts paid off dramatically for the Successor Agency, Nearly 30 institutions were engaged in reviewing the credit. Ultimately, 13 institutions placed orders for the bonds, representing a very broad cross - section of buyers for a successor agency credit of this size. Further, we received over $1.6 million of orders from our retail sales force. In total, we received $183 million of orders for $27.6 million of par, an oversubscription rate that allowed our underwriter to reduce yields by 12 -15 basis points. In contrast with the prior failed attempt, the Successor Agency was able to realize over $2.6 million in NPV savings. Our bonds priced at levels approximating the higher rated Lafayette Successor Agency refunding ( "A" underlying, Assured Guaranty insured). In short, our sales effort succeeded in overcoming the headline risk that had stymied the 'initial effort to execute the refunding. E. Recent Experience Discuss your firm is recent extrerience with a si nilar,slzm and scope transaction and yyourfirn 's e.eperienee with the City of Santa Ana, including . participation on prior bond transactions or other activities. Stifel has significant experience working with the City. Most recently Stifel served as sole senior manager on the $15.7 million Santa Ana Financing Authority Water Revenue Refunding Bonds, Series 2014 which financed system improvements and 'refunded prior obligations. In 2011, the firm served as the underwriters on the Community Redevelopment Agency's $66.8 million 2011A Tax Allocation Bonds, Prior to this transaction, Stifel's predecessor turn, De La Rosa, sole managed the City's $68.01 million 2007 Gas Tax Revenue Certificates of Participation. Aside from bringing to market the City's two most recent bond issues, both Stifel and Do La Rosa have provided the City with multiple refunding updates and new money structuring ideas for the City throughout the years. F. -13. Conflicts of Interest and Additional Disclosure ,l) Please list any potential conflicts of interestyourflnn may have in aching as undarwriterfbr the Cth+. Stifel is currently unaware of any client or other relationship it has with any public or private entity which could be viewed as a definite or potential conflict of interest if Stifel was selected to serve as underwriter. g) Has your finn andlor any of its principals ever been subject of any investigation relating to the naaicipal indushy by the SEC, NASD, NYSE or any other State or Federal organization that oversm regulates, licenses ar is oiliamise responsiblefor the rmnnicipal industry? In the normal course of business, at any given time, Stifel is subject to a number of claims and disputes, as well as regulatory matters including examinations, reviews, investigations, or formal actions. Given our limited space for a response, we are unable to disclose all litigation and regulatory matters. We note that all required disclosures of material litigation and regulatory matter are made with the SEC and other regulatory authorities and thus, are publicly available, In any event, the outstanding legal and regulatory inquiries will not impair our team's ability to underwrite the Agency's Bards. h) Has yourfinn andlor any of its principals ever been involved in any irrigation, arbitration, disciplinary to other actions arising from the finn underwriting, management or handling gfmunicipat securities? Please see our response to the previous question. CITY OF SANTA ANA Page 4 3 -141