Public Meeting Notice  State Finance and Governance Board Meeting November 13, 2025

Notice of Public Meeting

In accordance with Section 20 of Chapter 20 of the Acts of 2021, as most recently extended by Chapter 2 of the Acts of 2025, this meeting will be conducted, and open to the public, via Zoom and Teleconference.

Meeting ID: 820 3133 5207

Passcode: 559071

Teleconference line: 1-646-931-3860; Phone Conference code: 559071#

The meeting was called to order at approximately 11:30 a.m.

Board members comprising a quorum:

Brent Andersen, Pilgrim Bay Insurance

Kaitlyn Connors, Executive Office for Administration and Finance, Board Interim Chair

John Durgin, Office of the State Treasurer

Sue Perez, Office of the State Treasurer

Others in attendance:

Cory Bannon, Office of the State Treasurer

Anne Lewis, Massachusetts Housing Partnership (MHP)

1. Administrative Matters

Ms. Connors called the meeting to order and conducted the roll call. The Board then voted unanimously to approve the August 27, 2025 meeting minutes. Before moving on to the remaining agenda items, Ms. Connors noted that the Massachusetts School Building Authority (MSCBA) waiver request and the MSCBA transaction review would not be brought before the Board today as originally planned and would be rescheduled for a future Board meeting.

2. Discussion

No discussion matters scheduled.

3. Waiver Requests  

   1. Office of the State Treasurer – Commonwealth General Obligation Bonds

      Mr. Cory Bannon from the Treasurer’s Office Debt Management Team presented the Commonwealth’s Waiver request to the State Finance and Governance Board (the “Board”). Mr. Bannon explained that the Commonwealth’s use of waivers from competitive sales continues to be prudent. While the Treasurer’s Office approaches all transactions under the assumption that most bonds will be sold on a competitive basis, Mr. Bannon explained that certain market conditions or bonds structures warrant the flexibility of a negotiated sale. He referenced the fact that uncertain market conditions due to Federal Reserve Bank action, volatile economic conditions, including rising inflation rates, as well as geopolitical issues have recently required significant pre-sale marketing in order to ensure broad market support and assist in structuring that will provide the best results for issuers.

      Mr. Bannon then provided an overview of the benefits of negotiated sales and explained that a negotiated transaction gives the Commonwealth the flexibility for pricing dates as well as lengths of order periods, which is particularly helpful given the current volatility in the fixed income markets. A negotiated pricing also gives the Commonwealth flexibility in setting the structure (including coupons and optionality) of the issue during the pricing.

      Mr. Bannon concluded his presentation by noting that having the ability to execute negotiated transactions ensures contingencies can be met in the near-term and asked that the Board approve the State Treasurer’s Office waiver request in the amount of up to $2.5 billion for new money and/or refunding transactions, which will expire on May 13, 2026.  

      Ms. Connors asked if there were any questions.  There were none.  The Board then voted to unanimously to authorize the Commonwealth (i) to issue General Obligation bonds in an aggregate principal amount up to $2,500,000,000 for new money and/or refunding issues in one or more series and in one or more transactions; (ii) to price the bonds in any such transactions on a date or dates no later than May 13, 2026; and (iii) to sell any such bonds on a negotiated basis.

4. Derivative Reviews
    

   1. Massachusetts Housing Partnership (MHP)

      Massachusetts Housing Partnership (MHP) Director of Capital and Program Development, Ms. Anne Lewis presented MHP’s derivative review to the State Finance and Governance Board (“the Board”).  Ms. Lewis explained that MHP is seeking a six-month renewal of MHP’s forward-starting swap program, which is a programmatic reauthorization, approved by the MHP Board of Directors on October 28, 2025, based on the analysis and recommendation of MHP’s independent swap advisor, Chatham Hedging Advisors. Ms. Lewis acknowledged that this is an off-cycle request for additional authority, as MHP is on track to exceed its existing approved authority ($36.75 million) for the period from August 1, 2025 to January 31, 2026 by just under $1 million. Ms. Lewis reported that MHP intends to shift the authority approvals to this new 6-month cycle, with MHP board approvals in October and April. The current request of $50 million reflects a level of authority that MHP had regularly approved in the earlier iteration of the program and would allow MHP to manage its pipeline most efficiently while maintaining its 6-month approval cadence. This renewal grants MHP up to $50 million in swap authority for the period November 15, 2025, through May 15, 2026.

      Ms. Connors then asked if any board members had any questions. There were no questions from board members.  The Board then unanimously voted that the State Finance and Governance Board has received satisfactory information regarding the transaction terms related to Massachusetts Housing Partnership’s forward-starting swaps in the aggregate notional amount not to exceed $50,000,000 to be executed between November 15, 2025, and May 15, 2026, and deems the transaction reviewed with no additional conclusions required.

5. Closed Transactions/Bond Sale Reviews:

   1. Office of the State Treasurer – Commonwealth Transportation Fund Revenue Bonds

      Mr. Bannon presented the Commonwealth Transportation Fund Revenue Bonds Series A and Refunding Series transaction review. In October 2025, the Commonwealth sold $543.0 million in Commonwealth Transportation Fund revenue bonds in two series.

      The bonds were sold on a negotiated basis and included $375 million in “new money” bonds for the Rail Enhancement Program and $168 million in “refunding” bonds. Mr. Bannon reviewed details of the financing team, bond structure, and credit ratings noting that the bonds are rated AAA by Kroll, AA1 by Moody’s and AAA by S&P, all with stable outlooks.

      Mr. Bannon reported that the bonds were priced on October 7, 2025 and that the order flow was strong during both the retail and institutional order periods, explaining that the institutional order period had been accelerated given the very strong market tone experienced during the retail period.  At the conclusion of the order period, investor orders totaled $1.365 billion, representing a 2.5 times oversubscription. As a result, yields were lowered in both series by 1 to 4 basis points. Ultimately there were orders from 80 different accounts.  The refunding transaction generated close to $21 million in present value savings.

      Ms. Connors then asked if any board members had any questions. There were none.

6. Discussion on Board Activities
   1. No matters scheduled
       
7. Adjournment

Board members unanimously voted to adjourn the meeting at approximately 12:00 PM.

___________________________________________________

Kaitlyn Connors, Acting Chair

1. Administrative Matters
   • Adoption of meeting minutes from August 27, 2025 (Vote)
2. Discussion: No matters formally scheduled
3. Waiver Requests:
   • MA State College Building Authority (Vote)  
   • Office of the State Treasurer and Receiver General (Vote)
4. Derivative Reviews:
   • Massachusetts Housing Partnership  (Vote)
5. Closed Transactions/Bond Sale Reviews
   • MA State College Building Authority
   • Office of the State Treasurer and Receiver General
6. Discussion on Board Activities: No matters formally scheduled
7. Adjournment