RFP-26-27942: Underwriting Services

METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
RFP-26-27942
REQUEST FOR PROPOSALS
TO PROVIDE UNDERWRITING SERVICES
The Metropolitan Washington Airports Authority (Airports Authority) is seeking underwriters
for the issuance of its Airport System Revenue Bonds and Dulles Toll Road Revenue Bonds.
Pursuant to this Request for Proposals (RFP), the Airports Authority expects to form a Primary
Underwriting Pool, a Secondary Underwriting Pool and an Emerging Underwriters' Pool from
which underwriting syndicates will be selected to execute and support future bond financings for
the Aviation Enterprise and Dulles Corridor Enterprise; and to select three syndicates to execute
planned bond transactions.
Underwriters selected to serve in a syndicate will collaborate with Airports Authority
management, municipal advisors, and counsel on a future planned bond transaction. Subsequent
syndicates will be selected from the pools, as needed, for any future debt issuances during the
term of the pools. The sizes and structures of all syndicates will be recommended based upon
the needs of each specific transaction. Syndicate members and roles will be chosen based on firm
experience and expertise with the type of financing structure under consideration. Such selection
may be made with or without the issuance of a subsequent RFP with respect to the specific
transaction or the need for interviews.
The term of the pools shall be a period of three years with two, one-year option periods, exercised
at the sole discretion of the Airports Authority. The Airports Authority reserves the right, in its
sole and absolute discretion, to add or remove firms from any pool or syndicate during the term,
and to keep a syndicate active, if deemed necessary, based on prevailing marketing conditions
and financing needs. The selection of an underwriting syndicate does not guarantee that a
transaction will be executed.
Response Deadline: Submissions must be e-mailed for receipt by the Airports Authority no later
than 9:00 a.m. EDT on Monday, October 26, 2026. Late submissions
will not be considered. Submissions should be sent to
contracting@mwaa.com with "Response to RFP-26-27942 Underwriting
Services" in the subject line. Responses should be submitted as "pdf" files
with the signature of the appropriate member of your firm.
Questions Deadline: All questions or requests for information must be submitted in writing, no
later than 12:00 pm EDT on Tuesday, October 6, 2026 to
contracting@mwaa.com with "Questions for RFP-26-27942 Underwriting
Services" in the subject line. Answers will be provided to all members of
the Underwriting Pool. Answers will be posted on the Airports Authority's
website and all registered Planholders will be notified of their availability.
The Airports Authority reserves the right to reject any or all submissions for any reason, to waive
any irregularity or to request additional information. The Airports Authority may conduct
interviews as part of the selection process.
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Potential respondents, and individuals acting on their behalf, are prohibited from having
any contact with members of the Airports Authority Board of Directors (Board), staff,
bond counsels or municipal advisors from the date of receipt of this RFP until final Board
approval of the underwriting pools and the underwriting syndicates resulting from this
solicitation. This prohibition shall not apply to communications concerning matters that
are unrelated to this RFP, provided such communications do not involve, directly or
indirectly, any aspect of this solicitation, the respondent's proposal, or the evaluation and
selection process. Failure to abide by this prohibition may result in the disqualification of
the respondent.
A. BACKGROUND
The Airports Authority was created by the District of Columbia Regional Airports Authority Act
of 1985, as amended, and Chapter 598 of the Acts of Virginia General Assembly of 1985, as
amended, for the purpose of operating, maintaining, and improving Reagan National and Dulles
International. The Metropolitan Washington Airports Act of 1986, as amended, authorized the
Secretary of Transportation to lease Reagan National and Dulles International to the Airports
Authority. The impetus for the formation of the Airports Authority as an independent
government entity was the need for substantial capital improvements at the Airports. The
Airports Authority initially operated the Airports under a 50-year lease agreement with the U.S.
Department of Transportation (DOT), with operating responsibility transferred to the Airports
Authority on June 7, 1987. The Federal Lease has been amended such that the term now extends
to June 6, 2100.
The Airports Authority is a public body, politic and corporate, and is independent of the District
of Columbia, the Commonwealth of Virginia (Commonwealth), and the federal government. The
Airports Authority is empowered to adopt rules and regulations governing the use, maintenance,
and operation of its facilities. Regulations adopted by the Airports Authority governing aircraft
operations and maintenance, motor vehicle traffic and access to Airports Authority facilities have
the force and effect of law. The Airports Authority is also empowered to acquire real property
and interests therein for construction and operation of the Airports. It has the power of
condemnation, in accordance with Title 25 of the Code of Virginia, for the acquisition of property
interests for airport and landing field purposes.
On November 1, 2008, the Virginia Department of Transportation (VDOT) transferred
operational and financial control of the Dulles Toll Road (DTR) from VDOT to the Airports
Authority for a term of 50 years, upon the terms and conditions set forth by the Master Transfer
Agreement and the Permit and Operating Agreement (the VDOT Agreements) each dated
December 29, 2006, entered into, by and between VDOT and the Airports Authority. In
exchange for the rights to the revenues from operation of the DTR and certain other revenues
described in the VDOT Agreements, the Airports Authority agreed to (i) operate and maintain
the DTR, (ii) cause the design and construction of the extension of the Metrorail from the East
Falls Church station in Fairfax County, along the Dulles Corridor to Dulles International and
beyond into Loudoun County (the Metrorail Project) and (iii) make other improvements in the
Dulles corridor consistent with VDOT and regional plans. As of October 1, 2009, all operations
related to the DTR, including Public Safety, are directly performed by Airports Authority.
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The Airports Authority is responsible for setting toll rates and collecting tolls following its
process for issuing regulations, in consultation with the Dulles Corridor Advisory Committee.
The Airports Authority initially adopted the existing toll rate schedule established by the
Commonwealth. The most recent toll rate increase was adopted in November 2022 and became
effective January 1, 2023. The next toll increase is planned for 2028.
The Airports Authority is led by a 17-member Board of Directors, with seven members
appointed by the Governor of the Commonwealth of Virginia, four members by the Mayor of
the District of Columbia, three members by the Governor of Maryland, and three members by
the President of the United States.
B. DEBT PROGRAM
The Airports Authority has established the following guidelines for managing its long-term debt:
(i) All reasonable financing alternatives before undertaking debt financing,
including PFCs and grants will be explored;
(ii) Pay-as you-go financing of capital improvements will be utilized where feasible;
(iii) Long-term debt will not be used to fund current noncapital operations;
(iv) Debt issues will be structured based on the Airport Authority's financial targets
for each issue, attributes of the types of projects financed, market conditions at
the time of debt issue, and policy directions provided by the Board;
(v) Bonds will be paid back in a period not exceeding the expected life of those
projects. The exceptions to this requirement are the traditional costs of marketing
and other costs of issuing debt, capitalized interest for the design and construction
of capital projects, and small component parts that are attached to major
equipment purchases;
(vi) Refunding debt will be considered when the total present value cost (including
debt issuance costs) is less than the present value cost of the existing debt and
meets the Board's refunding guidelines;
(vii) Minimum debt service coverage ratios and reserves will be maintained as
required under the Master Trust Indentures.
Aviation Enterprise
The Airports Authority uses debt financing to fund its Capital Construction Program (CCP),
pursuant to the Use Agreement and Premises Lease (Airline Agreement) with airlines operating
at the Airports. The term of the current Airline Agreement is 2025-2039 and includes a CCP of
approximately $2.39 billion at Reagan National Airport and approximately $6.99 billion at
Dulles International Airport.
Pursuant to the Airline Agreement, approximately $15.5 billion of additional projects at Dulles
International Airport were approved by the airlines following the completion of the Majority-in-
Interest approval process and adopted into the CCP on August 19, 2026, by the Airports
Authority's Board of Directors.
The proceeds of Bonds are used to finance capital improvements at both Airports and refund
outstanding Bonds and Notes when savings meet the Airports Authority's refunding criteria. The
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Airports Authority anticipates the issuance of bonds to fund projects in the CCP and refund
outstanding debt when advantageous.
As of October 1, 2026, the Aviation Enterprise will have approximately $4.5 billion of uninsured
fixed rate bonds outstanding which are rated "Aa3" by Moody's, "AA-" by S&P Global, and
"AA-" by Fitch Ratings, all with a "Stable" outlook.
The Airports Authority has a variable rate debt program which consists of Variable Rate Demand
Obligations (VRDOs) with weekly and daily interest rate modes and a Revolving Loan Program.
To provide interim financing, the Airport Authority can draw up to $200 million pursuant to its
Revolving Loan Notes, Series One. The Airports Authority plans to issue additional series of
Revolving Loan Notes which provide an additional $700 million in interim financing capacity
in Q4-2026.
The Airports Authority is considering the following elements as part of its Plan of Finance for
2027 for the Aviation Enterprise:
The Airports Authority's Series 2014A Bonds, Series 2016A Bonds and Series 2016B
Bonds are currently callable, and Series 2017A bonds will be callable on October 1, 2027
(see Appendix A).
If economically feasible, the Airports Authority is considering refunding bonds that
factors the impact of future debt issuances, the implications to coverage and other metrics
and the level of NPV savings. (Appendix B provides aggregate annual net debt service
by Airport for Bond Year 10/1)
For purposes of your proposal, assume the issuance of new money AMT bonds in 2027
to fund $1.0 billion of Capital Construction Program (CCP) costs, $100 million of
capitalized interest, Debt Service Reserve Fund requirements and transaction costs.
The Airports Authority has approximately $181.9 million principal amount of variable
rate bonds outstanding that are secured by letters of credit (excluding the Revolving
Loans), and four interest rate swap agreements with an outstanding notional amount of
$181.9 million.
The Airports Authority may pursue additional refunding opportunities, including other
outstanding bonds in its debt portfolio and terminating all or a portion of existing swap
agreements. (Appendix C is a summary of the Airports Authority's swap portfolio. Swap
confirmations will not be provided.) Outstanding Hedged Series are further detailed in
Appendix D.
The Airports Authority makes the following representations to respondents to this
Request:
1) We understand that the CFTC has adopted rules governing business conduct between
swap dealers and counterparties, such as the Airports Authority;
2) We understand that any ideas related to our swaps proposed by any potential swap
counterparty are not necessarily in the best interests of the Airports Authority and that
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the potential swap counterparty has not undertaken an assessment of the suitability of
such ideas for the Airports Authority; nor is the potential swap counterparty
expressing an opinion as to whether the Airports Authority should execute the swap
ideas;
3) The Airports Authority has written swap policies and procedures in place;
4) The Airports Authority has designated Frasca & Associates LLC ("Frasca") as its
qualified independent representative within the meaning of CTFC Regulation 23.450;
5) Frasca represents that it has policies and procedures in place to ensure it complies with
CTFC 23.450(a)(1) and 23.450(b)(1);
6) Frasca will evaluate any swap proposal for the Airports Authority prior to executing
any transaction;
7) The Airports Authority is exercising independent judgment in consultation with Frasca
in evaluating any "recommendations" provided by potential swap counterparties; and
8) Neither the Airports Authority nor Frasca will rely on any "recommendations"
provided by potential swap counterparties.
Dulles Corridor Enterprise
The Airports Authority's Metrorail Project is complete and operational, and financial close was
completed in 2026. No additional debt is required for Metrorail Project. The Airports Authority
funds the Dulles Toll Road Capital Improvement Program with reserves and other available
funds and does not intend to issue new money to fund improvements to the DTR.
The outstanding Dulles Toll Road Bonds portfolio is provided as Appendix E and no bonds are
callable until October 1, 2028.
For the Dulles Corridor Enterprise, the Airports Authority is considering the following elements
as part of its Plan of Finance for 2028:
The Airports Authority's Series 2019A First Senior Lien Bonds and Series 2010B Second
Senior Lien Bonds are callable on October 1, 2028. (see Appendix F for the Dulles
Corridor Enterprise Debt service Schedule).
The Airports Authority's Series Two Term Loan Note (Tax-Exempt) in the amount of
$90,500,000 matures on September 22, 2028 and will be refinanced as part of the 2028
bond transaction.
Background Information
To provide your firm with more background information regarding the Airports Authority, the
following items are available on the Airports Authority's Investor Relations website at
mwaa.com - Investor Relations and at http://www.mwaa.com/about/financial-and-statistics:
1. 2025 Annual Comprehensive Financial Report
2. Amended and Restated Master Indenture of Trust, Airport System Bonds
3. Master Trust Indenture, Dulles Toll Road Revenue Bonds
4. 2026 Annual Budget
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5. August 2026 Unaudited Financial Statements
6. August 2026 Financial Advisor's Reports
7. MWAA Derivative and Investment Policies
8. 2025 Airport Premises Use and Lease Agreement
9. Summary of Airline Rates and Charges for both Airports
10. Series 2025A Airport System Revenue and Refunding Bonds Official Statement
11. Series 2022AB Dulles Toll Road Second Senior Lien Revenue Refunding Bonds, (Dulles
Metrorail and Capital Improvement Projects) Official Statement
12. Debt Service Review - December 31, 2025
B. SCOPE OF SERVICES:
Selected underwriters will support the Airports Authority in the development and execution of
its negotiated municipal bond financings and will be placed in one of three Underwriting Pools,
at the Airports Authority's sole discretion.
The Primary Underwriting Pool will consist of investment banking firms capable of providing
comprehensive investment banking and underwriting services and will be responsible for
managing pricing, marketing and distribution of debt and supporting the structuring of the bonds
and other aspects of the transaction. Firms must demonstrate their ability and willingness to
commit capital and their expertise in airport and toll road financings. Firms within the Primary
Underwriting Pool may be assigned the role of Book-Running Senior Manager, Co-Senior
Manager or Co-Manager at the sole discretion of the Airports Authority.
Firms in the Primary Underwriting Pool are expected to possess significant depth and breadth of
experience and knowledge of airports and toll roads and provide a full suite of municipal
underwriting services.
The Secondary Underwriting Pool will consist of investment banking firms with municipal
underwriting experience and other firms which are not selected for the Primary Underwriting
Pool that have a demonstrated ability to support marketing and distribution of debt obligations
and assist with committing capital, as necessary. Firms within the Secondary Underwriting Pool
may be assigned the role of Co-Senior Manager or Co-Manager at the sole discretion of the
Airports Authority.
Firms in the Secondary Underwriting Pool are expected to possess knowledge of airports and
toll roads and provide a range of municipal underwriting services.
Pursuant to the Airports Authority's Emerging Underwriter Policy, the Emerging Underwriters'
Pool will consist of up to five investment banking firms capable of performing underwriting
services that have excess net capital available for underwriting purposes ranging from $1 million
up to, but not exceeding $50 million as demonstrated in the firm's most recent Financial and
Operational Combined Uniform Single (FOCUS) report filed with the SEC, to serve as Co-
Managers within an underwriting syndicate. Emerging Underwriters will be assigned to
syndicates on a rotational basis, with up to two firms in a syndicate.
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For each syndicate, duties required of a Book-Running Senior Manager and Co-Senior Manager
(if desired by the Airports Authority) include, but are not limited to:
Recommending and supporting financing strategies, debt structures, sizing, timing, and
amortization for bond issuances and other financing opportunities.
Identifying opportunities for new money financings, refundings, restructurings, and other
debt financing opportunities.
Managing the underwriting process, including syndicate formation and management,
pricing coordination, order book analysis, allotment recommendations, syndicate
communications, and preparation of pricing schedules and related memoranda.
Providing pre-pricing services, including economic and market updates, investor
feedback, supply and demand assessments, comparable transaction reviews, pricing
analyses and pricing recommendations.
Assisting in the preparation, review, and distribution of financing documents, including
official statements, bond purchase agreements, resolutions, indentures, and related
transaction documents.
Developing and executing investor marketing and distribution strategies, including the
coordination of investor outreach and investor meetings.
Providing input on credit rating and credit enhancement strategies, and other credit-
related matters.
Obtaining bids for credit enhancement options as necessary.
Assisting in the preparation of presentations, meetings, and communications with rating
agencies, investors, credit providers, the Board of Directors, and other stakeholders.
Committing capital and underwriting bonds or other obligations being issued by the
Airports Authority.
Providing post-sale and post-closing analyses, including the evaluation of pricing results,
investor participation, and secondary market performance.
Coordinating with the financing team, trustee, verification agent, and other transaction
participants to facilitate successful closing.
Supporting trading and liquidity of the Airports Authority's bonds in the secondary
market.
Performing other services as may be requested by the Airports Authority in connection
with debt financing activities.
For each syndicate, duties required of a Co-Manager include:
Assisting the Senior Managing Underwriter(s) in marketing, distributing and
underwriting bonds issued by the Airports Authority.
Participating in investor outreach and marketing efforts.
Providing market information and investor feedback to support transaction execution.
Committing capital as required in connection with underwriting bonds being issued.
Supporting trading and liquidity of the Airports Authority's bonds in the secondary
market.
Performing other services as may be requested in connection with debt financing
activities.
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C. REQUIRED INFORMATION:
The following information details the requirements for the proposal. The Airports Authority
retains the discretion to assign the roles of Senior Manager, or to the extent such roles are
determined to be necessary as part of a transaction, Co-Senior Manager or Co-Manager, or to
place firms into subgroups within the pools to act as Senior Manager, Co-Senior Manager or Co-
Manager, in each case as the Airports Authority deems necessary for the successful completion
of the transaction being contemplated.
Submissions must not exceed twelve pages in total (including the Executive Summary but
excluding tables and other information specifically required to be provided as an Attachment)
and must be prepared in a concise and responsive manner. The required font for all text in the
response is Times New Roman 12 point and for tables, charts and other items is no smaller than
Times New Roman 10 point. Each page must be numbered and margins must be 1 inch on all
sides. Do not include a cover page, table of contents, section dividers or other unnecessary pages.
Please do not include DBC Reports associated with your financial analysis, however, you
may be requested to provide that at a later date.
Executive Summary
In place of a cover letter, each response should include as an introduction a brief (no more
than one page) Executive Summary, signed by an authorized representative of the firm,
summarizing any information it feels germane to the Airports Authority's decision.
While the Airports Authority reserves the right to assign firms to the Primary, Secondary and
Emerging Underwriting Pools at its sole discretion, please indicate which pool your firm
prefers and provide justification as to why the preferred pool is the best fit for your firm.
1. Demonstrated Understanding of the Airports Authority's Aviation and Dulles Toll
Road Credits, Financing Strategies and Recommendations
Provide your specific recommendations regarding the Airports Authority's current financial
position and potential opportunities for the Aviation Enterprise under current and expected
financial market conditions in 1H-2027. Your response should include sound and realistic
bond financing strategies and ideas. Only include financing strategies that your firm has the
financial capacity and capability to successfully execute and include a statement to this effect
in your response. For the Dulles Corridor Enterprise, provide your understanding, thoughts
and specific recommendations for potential opportunities for debt restructuring. (Appendix
G lists Financing Plan Assumptions.)
Also address the following:
a) Describe your firm's recommended financing strategies, including a qualitative
discussion of structuring considerations and the pros and cons of each strategy. Explain
how your firm's recommended financing strategies take into consideration expectations
regarding the municipal market going forward and your firm's outlook on future interest
rates. Also describe impacts of financing strategies on debt service coverage and savings,
debt per enplanement, and cost per enplanement. Include sizing and timing
recommendations for potential transactions in 2027 and 2028 with justification as to why
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your recommendations would benefit the Airports Authority. Any innovative and
realistic ideas you recommend the Airports Authority consider implementing should be
described here.
b) Describe the key issues that your firm believes may create challenges for the Airports
Authority in the current financing environment and make recommendations on how to
address each issue. Describe issues that are specific to the Airports Authority and its
CCP, as opposed to being generally applicable to all airports.
c) Describe the key issues that your firm believes may create challenges for the Airports
Authority's Dulles Corridor Enterprise given the outstanding debt portfolio and current
performance of the DTR and make recommendations on how to address each issue.
Describe issues that are specific to the Airports Authority, as opposed to being generally
applicable to all toll roads.
d) Should your proposal deviate from the assumptions provided in Appendix G, please
explain the benefits of such deviations and why such deviations are in the best interests
of the Airports Authority.
2. Outreach: Rating Agency and Investor Marketing Strategies
a) Describe your firm's recommendations regarding the maintenance of the Airports
Authority's credit ratings and your firm's recommended strategies for each enterprise.
For the Dulles Corridor Enterprise, discuss specific issues that should be addressed in a
comprehensive traffic and revenue study.
b) Describe your firm's proven ability to attract a diverse investor base and provide
qualifications that differentiate your firm's marketing capabilities. Provide an investor
outreach strategy tailored to the Airports Authority's portfolio and credit and include any
innovative approaches to maximizing investor participation.
c) Describe your firm's municipal distribution capabilities, both with respect to retail
(professional and individual) and institutional sales, and any distribution advantages
possessed by your firm. Discuss your firm's ability to distribute both taxable, tax-exempt
bonds subject to the AMT and non-AMT tax-exempt bonds.
3. Firm's Underwriting Capabilities Capacity, and Experience (Qualifications of the
Proposed Firm)
Provide information regarding your firm's underwriting capabilities and qualifications and
include the following:
a) State the largest transaction in par amount the firm is capable of underwriting and
describe your willingness to leverage the bank's resources on behalf of the Airports
Authority. Include the process by which underwriting approval is obtained at your firm.
b) In a table in the format provided below, list your firm's recent and relevant experience
as an underwriter of bond financings that is applicable to the Airports Authority.
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Specifically describe your firm's experience as an underwriter on negotiated General
Airport Revenue Bond financings and Toll Road financings. Provide separate subtotal
amounts for your role as a book-running senior manager, co-senior manager, and co-
manager. If listing co-senior roles, please include your firm's specific responsibilities
for each transaction as compared to the book-runner or other co-seniors. Do not include
transactions in which your firm was a selling group member. Combine transactions that
were issued on the same day. Include the full deal list table as a Required Attachment..
Sale Issuer Underwriting Description Par Tax Underwritten
Date Role ($000) Status Amount
($000)
No. of Total Par $
Issues
c) Provide your proposed takedowns, a listing of takedown comps from peer airport
transactions from 2025 - 2026, as well as your assumed designation policy, should your
firm be selected as senior manager.
d) Provide at least five examples of instances where your firm underwrote unsold balances
of bonds, preferably for airport and toll transactions, if applicable, since January 1, 2024
and the amounts underwritten.
e) Please provide references for three relevant issuers and contact (name, title, email,
telephone number) for which the firm underwrote recent bond transactions. The Airports
Authority reserves the right to contact a person of reference during any stage of the
evaluation process.
4. Experience and Expertise of Proposed Team in Recent and Relevant Financings
(Qualifications of Proposed Team)
Provide information regarding the coverage team that will manage the Airports Authority's
proposed transaction for the Aviation and Dulles Corridor Enterprise and include the
following:
a) Provide the names, titles and relevant experience of the individuals assigned to the
Airports Authority's Aviation credit and specifically to the planned transaction. Specify
how long each individual has been with your firm and his/her experience with airport
financings, including five (5) examples of recent (since January 1, 2023) and relevant
airport financing experience for each. Please list only those professionals who will be
reasonably expected to interact with the Airports Authority in a meaningful way during
the transaction. Disclose any assignments each individual has providing services to a
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