5-Underwriter RFSQ.pdf

COVER LETTER

UTAH CHARTER ACADEMIES, INC.

American Preparatory Academies

12892 South Pony Express Road, Draper, UT 84020

March 26, 2026

RE: Notice of Request for Statement of Qualifications (RFSQ) – Underwriting Services

To All Interested Parties:

Utah Charter Academies, Inc. ("UCA") is soliciting Statements of Qualifications from qualified investment banking firms to serve as the Managing Underwriter for our upcoming Series 2026 Charter School Revenue Bonds. The proposed offering is estimated at approximately $64 million.

This financing is critical to the expansion of the UCA network, covering the land acquisition and construction of the Eagle Mountain Campus, the West Valley 2 Expansion, and the Salem Campus Expansion. Due to the scale of this issuance and the complexities of UCA’s "Pledged

vs. Non-Pledged" revenue structure, UCA requires an underwriter with a proven track record in the national charter school bond market.

UCA is prioritizing firms that possess deep institutional knowledge of our Series 2015 and 2018 Bonds, as well as the technical ability to market Utah-specific "Pledged Revenue" credits to a national investor base . The selected firm must be prepared to coordinate closely with the Utah Charter School Finance Authority and UCA’s existing legal and financial teams.

We invite your firm to demonstrate its qualifications and commitment to the long-term success of American Preparatory Academies.

Sincerely, The Governing Board, Utah Charter Academies, Inc.

REQUEST FOR STATEMENT OF

QUALIFICATIONS (RFSQ)

Project: Managing Underwriter – Series 2026 Charter School Revenue Bonds (~$64M)

1. Purpose of the RFSQ UCA is seeking a Managing Underwriter to provide investment banking services for a complex, multi-project bond issuance. The primary goal is to secure the lowest possible cost of capital through expert pricing negotiation, aggressive marketing, and high-level credit presentation to S&P Global Ratings.

2. Detailed Scope of Work The Underwriter will be responsible for :

● Structuring: Developing debt service schedules and consulting on timing and terms.

● Credit Presentation: Preparing the rating presentation for S&P Global Ratings.

● Marketing & Distribution: Identifying potential investors and executing a comprehensive marketing plan.

● Due Diligence: Coordinating investor inquiries and management due diligence meetings.

● Execution: Negotiating interest rates and arranging for the final closing and settlement .

3. Mandatory Qualifications

● Licensing: Registered as an underwriter (not a municipal advisor) with the SEC and

MSRB.

● Experience: Proven history of acting as managing underwriter for charter school bond offerings exceeding $50 million.

● Utah Expertise: Experience working with the Utah Charter School Finance Authority as the conduit issuer.

4. Evaluation & Scoring Rubric The following weighted criteria will be used to ensure the selected firm can handle UCA's unique system-wide scale:

Criteria Weight Description

National Charter School Expertise

40% Demonstrated success in a "National Charter School Group" capacity, with the ability to reach institutional investors outside of Utah.

UCA Institutional Continuity

35% Priority is given to firms with a deep understanding of UCA’s Master Indenture, past 2015/2018 bond performance, and current Zions Custodial Agreement .

Technical Proficiency

15% Expertise in balancing duties to both the Issuer and investors to ensure a "fair and reasonable" price.

Proposed Fee Structure

10% Assessment of the firm's underwriting spread (e.g., 0.50%) in relation to the services provided.

5. Submission Requirements Respondents must include:

1. Project Team: Details on the "Managing Director" and team who will lead the $64M issuance.

2. Marketing Plan: A brief overview of how the firm will identify and contact potential investors for UCA Securities.

3. Conflict Disclosures: Required disclosures per MSRB Rule G-17 regarding potential conflicts of interest.

COVER LETTER