Carlyle Capital Markets, Inc.

Highlights in the History of Carlyle Capital Markets Inc. and
Friedman, Luzzatto & Co., its Registered Broker/Dealer Affiliate

The 1980’s
1985	CCMI structured a tax-exempt lease-purchase financing, utilizing Lease Revenue Certificates of Participation, through which Reeves County, TX constructed a 528-bed prison facility. This was the first prison facility in the State of Texas financed through a lease-purchase structure.
1986	Engineering News-Record, McGraw-Hill’s weekly construction publication, nominated CCMI President Barry Friedman for Construction’s Man of the Year Award in recognition of CCMI’s work in mapping out the financial framework that facilitated the construction of the Reeves County prison facility. Tax Benefit Transfers (also known as safe harbor leasing) allowed transit authorities to sell the depreciation on their mass-commuting vehicles to investors in need of tax deferrals. Prior to their elimination by the Tax Reform Act of 1986 , CCMI structured safe harbor transactions for approximately 30 transit authorities, including Dallas, San Antonio, San Francisco, Los Angeles, and Washington DC, closing almost 100 transactions ranging from $200,000 to $19 million. CCMI partnered with Sumitomo, a national construction firm, to develop an innovative turnkey build finance for the City of Austin, Texas to construct a $23 million office complex. This represented the first lease-sublease of real property accomplished in Texas by a home-rule city. CCMI partnered with R.M. Shoemaker Co., a national construction firm, to provide turnkey build finance to the State of New Jersey for the construction of a $9.1 million telecommunications system facility. The facility was financed through Certificates of Participation and represented the first time the State of New Jersey financed a real property transaction utilizing a lease-leaseback structure.
1987	CCMI developed the State of Maryland’s first Master Lease Program for equipment procurement, financing state agencies’ acquisition of $6,000,000 in computer needs. CCMI structured a lease-purchase financing for the acquisition of $65 million in supercomputers by the Regents of the University of California at Los Alamos National Laboratory, which is a Department of Energy laboratory. Over the course of a 20-plus year relationship with Los Alamos National Laboratory, CCMI has financed the acquisition of electrocardiographs and portable office trailers, multiple series of Cray computers, and one of the world’s largest linear accelerators, as well as provided turnkey build design finance for the construction of a 22MW electrical generation power project in 2003. To date, CCMI has structured more than $167 million of lease-purchase transactions for Los Alamos National Laboratory. Texas Governor William Clements appointed CCMI President Barry Friedman to the Select Interim Committee on Capital Construction of Texas. The committee developed a financing program for public capital facilities in Texas which was subsequently adopted by the Governor and Legislature.
The 1990’s
1990	The SEC issued a “no action” letter to CCMI under Rule 15c2-12 stating that, in a Certificate of Participation deal, as long as CCMI clearly states that it intends to offer publicly offered Certificates of Participation in its initial bid to a governmental issuer, CCMI can serve as the issuer’s agent and deem the official statement nearly final. CCMI pioneered the original Master Lease Program for the State of Mississippi Institutions of Higher Learning. Designed to deliver competitive interest rates and low cost lease-financing for the acquisition of real and personal property by nine State universities, the original program was heralded as a major achievement for the State and led to requests for expansion. Accordingly, in 1992, 2001, and 2002, similar programs were implemented for Mississippi’s state agencies, independent school districts, and community and junior colleges, respectively. Institutions of the State of Mississippi now participate in one of the most sophisticated aggregate programs in the country, with the Master Lease Program maintaining a Standard and Poor’s underlying rating of “AA-“ since 2002. CCMI and FLCO have structured, underwritten, or provided financial advisory services on over $700 million in financings since the inception of the program, which utilizes publicly offered and competitively sold Lease Revenue Certificates of Participation.
1999	FLCO acted as sole financial advisor for the State of Mississippi’s issuance of $200 million of Grant Anticipation Revenue Vehicle (GARVEE) Bonds. This was the fourth such transaction completed nationwide and the first such transaction completed through competitive sale. With FLCO’s assistance, the State was able to obtain the highest rating to date (AAA by Fitch and S&P, Aa1 by Moody’s) for an issuance of GARVEE Bonds. To successfully bring this issue to market, FLCO assisted the State in rewriting the enabling legislation, creating inter-agency intercept agreements, making rating agency presentations, arranging bond anticipation financing, and analyzing historical gasoline consumption within the State and tax collections used for the highway program. As financial advisor, FLCO led this process from inception to funding.
The 2000’s
2000	In a one-of-a-kind lease-purchase financing structure, utilizing $4.24 million in privately placed Certificates of Participation, CCMI served as lessor and FLCO served as placement agent for the construction of a four-lane, one-mile Martin Luther King Parkway in Sierra Vista, Arizona. The Certificates of Participation were part of a lease-purchase financing structure backed by pledged revenues from the State’s licensing of motor vehicles and collateral interest in the Parkway. The Parkway remains one of the only highway systems in the United States successfully financed via a lease-purchase structure. With East Concord Medical Foundation, Inc. acting as lessor and Massachusetts Health and Educational Facilities Authority as the issuer, FLCO served as placement agent for a lease-purchase transaction utilizing $17.2 million in tax-exempt revenue bonds to fund the construction of a 250,000-square foot, 1,000-space parking garage, with approximately 5,400 square feet of office/retail space in Boston, MA.
2002	CCMI expanded its relationship with the State of Mississippi by structuring a Master Lease Program utilizing more than $5 million in Lease Revenue Certificates of Participation competitively sold by FLCO, which acted as the State’s financial advisor. The Master Lease Program enabled the State’s community and junior colleges to purchase computer software and launch energy efficiency projects on four of the State’s campuses.
2003	In response to the State of North Carolina’s 2003 request for the purchase of 472 replacement school buses, CCMI recommended that the State combine three years of bus replacements into a single financing. Firm principals then structured a single Master Facilitator Agreement—with a total of $18 million in Certificates of Participation privately placed by FLCO—to simultaneously provide buses to 58 different school districts. As a result of CCMI’s innovative recommendation, the State was able to address the needs of multiple districts at once as well as benefit from lower interest rates through aggregation. The inclusion of an “intercept” mechanism—the first the State had utilized in a master lease program for school districts—provided school districts with the further convenience of a centralized account management system and lowered their costs by allowing them to achieve the State’s credit rating. In a Master Installment Purchase Agreement, CCMI structured the first medical equipment lease financing for the State of Louisiana in conjunction with Louisiana State University Health Sciences Center. Utilizing Certificates of Participation, CCMI financed the acquisition of $30 million in medical equipment for the State’s nine public hospitals.
2010	Through subsequent financings structured by CCMI on behalf of Reeves County since 1985, totaling $170 million, Reeves County Detention Center’s capacity has increased to over 3,500 beds. FLCO provided underwriting for the taxable Lease Revenue Certificates of Participation utilized in these financings. Reeves County Detention Center—which is located in a community of less than 12,000 people— has become one of the nation’s largest prison facilities. The County is currently housing inmates under a contract with the Federal Bureau of Prisons.