HomeMy WebLinkAboutTIF-SBT Term Sheet 032719 (Fifth Third)March 27, 2019
CITY OF CARMEL REDEVELOPMENT AUTHORITY
$8,170,000 TAXABLE LEASE RENTAL BONDS, SERIES 2019A-2
TERM SHEET
Type of Borrowing: $8,170,000 City of Carmel Redevelopment Authority Taxable Lease Rental
Bonds, Series 2019A-2 (TIF/SBT) (the “2019A-2 Bonds”)
Issuer: City of Carmel Redevelopment Authority (the “Authority”)
Total Par: $8,170,000
Term: The 2019A-2 Bonds have a final maturity date of January 15, 2035.
Purchaser: Fifth Third Bank (the “Purchaser”)
The Purchaser is purchasing $4,255,000 of the 2019A-2 Bonds for maturities
July 15, 2019 through July 15, 2028 per the attached amortization (the
“Tranche 1”).
Dated Date/Closing: April 9, 2019
Purpose: The Authority is issuing the 2019A-2 Bonds to purchase the Leased Premises
(defined herein). The sale proceeds will be used to pay a portion of the costs of
construction of the Hotel Carmichael Project and to pay bond issuance
expenses.
Authorization: On July 19, 2017, the Authority adopted a resolution authorizing the issuance,
in one or more series, of Authority lease rental bonds in an aggregate principal
amount not to exceed $25,000,000, as subsequently approved by Ordinance D-
2370-17, as amended, adopted by the Common Council of the City of Carmel,
Indiana (the “City”) on September 18, 2017 (the “Council TIF Ordinance”). On
December 14, 2017, the Authority issued (through the Carmel Bond Bank)
$16,600,000 of City of Carmel Redevelopment Authority Taxable Lease Rental
Bonds, Series 2017C-2 (the “Outstanding 2017 TIF Bonds”) in accordance with
the foregoing described Authority and Common Council approvals. The
2019A-2 Bonds will be an additional series of bonds being issued in accordance
with the foregoing described Authority and Common Council approvals and
the TIF Indenture (as defined below).
The 2019A-2 Bonds do not constitute a corporate obligation of the City or the
City of Carmel Redevelopment Commission (the “Commission”), but
constitute special and limited obligations of the Authority payable solely from
the trust estate created and established under a trust indenture between the
Authority and the Trustee (defined herein), dated as of December 1, 2017, as
supplemented by a First Supplemental Trust Indenture to be dated as of the first
day of the month in which the 2019A-2 Bonds are issued (the “TIF Indenture”),
including the funds and accounts established thereunder.
The 2019A-2 Bonds are payable from lease rental payments (the “TIF Lease
Rentals”) to be made by the Commission to the Authority under the terms of a
Lease Agreement dated as of October 10, 2017, between the Authority, as
lessor, and the Commission, as lessee, as amended by an Addendum to Lease
Agreement dated as of December 14, 2017, and as further amended by a Second
Addendum to Lease Agreement to be dated as of the closing date of the 2019A-
2 Bonds (collectively, the “TIF Lease”).
To the extent there is a conflict between the legal documents and this Term
Sheet, the legal documents shall control.
Security: The TIF Lease Rentals are payable from a special benefits tax (which is a form
of ad valorem property tax) (the “Special Benefits Tax”) levied on all taxable
property within the Carmel Redevelopment District (the “Redevelopment
District”). The boundaries of the Redevelopment District are coterminous with
the boundaries of the City.
The Commission reasonably expects to pay such TIF Lease Rentals from other
revenues legally available to the Commission (the “CRC Revenues”), including
but not limited to, incremental real and designated depreciable personal
property taxes (the “Tax Increment” or “TIF”) derived from multiple allocation
areas (the “Areas”) established within the Redevelopment District to be
received by the Commission.
While the Commission reasonably expects other legally available revenues to
be available, these other legally available revenues are not pledged to the
payment of the TIF Lease Rentals and thus are not security for the payment of
the 2019A-2 Bonds. Accordingly, the Purchaser should look to the availability
of the Special Benefits Tax when considering an investment in the 2019A-2
Bonds. The Authority and the Commission will not establish or maintain a debt
service or lease rental reserve fund with respect to the 2019A-2 Bonds.
TIF Leased Premises: The leased premises being acquired by the Authority from a portion of the
proceeds consist of all or a portion of the right-of-way of certain existing street,
all of which are currently fully constructed and operational for their intended
use.
Interest Rate: 3.99%, if loan closes by April 9, 2019. After that, the interest rate will adjust
according to the change in the 10-year swap index and will be fixed 10 days
prior to the closing date of the 2019A-2 Bonds.
Interest Calculation: Shall be calculated on the basis of 360-day year with twelve 30-day months.
Principal and Interest
Payments:
Principal and interest will be payable semiannually on January 15 and July 15
of each year, beginning July 15, 2019.
Lease Rental Payment
Dates:
TIF Lease Rentals will be payable on January 1 and July 1 of each year,
beginning July 1, 2019 with respect to the 2019A-2 Bonds.
Denominations Minimum denominations of $100,000, plus integral multiples of $1,000 in
excess thereof.
Optional Redemption: The 2019A-2 Bonds maturing on and after January 15, 2029 are subject to
optional redemption prior to maturity, on any date not earlier than July 15,
2028, at face value plus accrued interest to the date fixed for redemption and
without any redemption premium.
Mandatory Sinking Fund
Redemption:
The 2019A-2 Bonds may be issued as “Term Bonds” at the Purchaser’s
discretion and, in that case, will be subject to mandatory sinking fund
redemption.
Tax Status: Taxable; interest on the 2019A-2 Bonds is not excludable from gross income
for federal income tax purposes. In the opinion of Barnes & Thornburg LLP,
Indianapolis, Indiana (“Bond Counsel”), under existing laws, interest on the
2019A-2 Bonds is exempt from income taxation in the State of Indiana, except
for the financial institutions tax.
Rating: The 2019A-2 Bonds will be non-rated.
Disclosure: The Purchaser will receive copies of all legal documents including the TIF
Lease and the TIF Indenture, opinions and such other information that the
Purchaser deems necessary. No Official Statement and no Continuing
Disclosure Undertaking Agreement will be delivered to the Purchaser. The
City, for and on behalf of the Authority, and its advisors are available for due
diligence discussions and investigations.
Purchaser Requirements: The Purchaser will be required to execute a purchase agreement and a
Confidentiality Agreement, and deliver a “sophisticated investor” letter at
closing in a form prepared by Bond Counsel and satisfactory to the Authority.
The Bond Counsel opinion will be provided at closing at the expense of the
Authority.
Purchaser Legal Fees: Authority will pay Purchaser’s legal expenses not to exceed $5,000 for each
tranche.
Local Contact: Henry Mestetsky, Carmel Redevelopment Commission Executive Director,
hmestetsky@carmel.in.gov
Trustee: John Alexander, The Huntington National Bank,
John.D. Alexander@huntington.com
Local Counsel to the
Commission:
Ryan Wilmering, Wallack Somers & Haas, P.C., rrw@wshlaw.com
Bond Counsel: Bruce Donaldson, Barnes & Thornburg LLP, bruce.donaldson@btlaw.com
Bradley Bingham, Barnes & Thornburg LLP, bradley.bingham@btlaw.com
Municipal Advisor: Loren Matthes, Baker Tilly Municipal Advisors, LLC,
loren.matthes@bakertilly.com
Heidi Amspaugh, Baker Tilly Municipal Advisors, LLC,
heidi.amspaugh@bakertilly.com
Payment Principal Interest Bond Year
Dates Balance Principal Rates Interest Debt Service Debt Service
07/15/19 $8,170,000 $260,000 3.990% $93,966.53 $353,966.53
01/15/20 7,910,000 190,000 3.990% 171,000.25 361,000.25 $714,966.78
07/15/20 7,720,000 190,000 3.990% 167,209.75 357,209.75
01/15/21 7,530,000 195,000 3.990% 163,419.25 358,419.25 715,629.00
07/15/21 7,335,000 200,000 3.990% 159,529.00 359,529.00
01/15/22 7,135,000 205,000 3.990% 155,539.00 360,539.00 720,068.00
07/15/22 6,930,000 205,000 3.990% 151,449.25 356,449.25
01/15/23 6,725,000 210,000 3.990% 147,359.50 357,359.50 713,808.75
07/15/23 6,515,000 215,000 3.990% 143,170.00 358,170.00
01/15/24 6,300,000 220,000 3.990% 138,880.75 358,880.75 717,050.75
07/15/24 6,080,000 225,000 3.990% 134,491.75 359,491.75
01/15/25 5,855,000 225,000 3.990% 130,003.00 355,003.00 714,494.75
07/15/25 5,630,000 230,000 3.990% 125,514.25 355,514.25
01/15/26 5,400,000 235,000 3.990% 120,925.75 355,925.75 711,440.00
07/15/26 5,165,000 240,000 3.990% 116,237.50 356,237.50
01/15/27 4,925,000 245,000 3.990% 111,449.50 356,449.50 712,687.00
07/15/27 4,680,000 250,000 3.990% 106,561.75 356,561.75
01/15/28 4,430,000 255,000 3.990% 101,574.25 356,574.25 713,136.00
07/15/28 4,175,000 260,000 3.990% 96,487.00 356,487.00
01/15/29 3,915,000 265,000 4.500% 91,300.00 356,300.00 712,787.00
07/15/29 3,650,000 270,000 4.500% 85,337.50 355,337.50
01/15/30 3,380,000 275,000 4.550% 79,262.50 354,262.50 709,600.00
07/15/30 3,105,000 275,000 4.550% 73,006.25 348,006.25
01/15/31 2,830,000 280,000 4.600% 66,750.00 346,750.00 694,756.25
07/15/31 2,550,000 285,000 4.600% 60,310.00 345,310.00
01/15/32 2,265,000 295,000 4.650% 53,755.00 348,755.00 694,065.00
07/15/32 1,970,000 310,000 4.650% 46,896.25 356,896.25
01/15/33 1,660,000 315,000 4.700% 39,688.75 354,688.75 711,585.00
07/15/33 1,345,000 325,000 4.750% 32,286.25 357,286.25
01/15/34 1,020,000 330,000 4.800% 24,567.50 354,567.50 711,853.75
07/15/34 690,000 340,000 4.800% 16,647.50 356,647.50
01/15/35 350,000 350,000 4.850% 8,487.50 358,487.50 715,135.00
Totals $8,170,000 $3,213,063.03 $11,383,063.03 $11,383,063.03
5
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
2019A-2 Bonds (TIF/SBT)
AMORTIZATION OF $8,170,000 PRINCIPAL AMOUNT OF
TAXABLE LEASE RENTAL BONDS, SERIES 2019A-2 (TIF/SBT)
Bonds dated April 9, 2019
dated March 27, 2019 of Baker Tilly Municipal Advisors, LLC.)
(Subject to the comments in the attached Term Sheet
Payment Principal Interest Bond Year
Dates Balance Principal Rates Interest Debt Service Debt Service
07/15/19 $4,255,000 $260,000 3.990% $45,273.20 $305,273.20
01/15/20 3,995,000 190,000 3.990% 79,700.25 269,700.25 $574,973.45
07/15/20 3,805,000 190,000 3.990% 75,909.75 265,909.75
01/15/21 3,615,000 195,000 3.990% 72,119.25 267,119.25 533,029.00
07/15/21 3,420,000 200,000 3.990% 68,229.00 268,229.00
01/15/22 3,220,000 205,000 3.990% 64,239.00 269,239.00 537,468.00
07/15/22 3,015,000 205,000 3.990% 60,149.25 265,149.25
01/15/23 2,810,000 210,000 3.990% 56,059.50 266,059.50 531,208.75
07/15/23 2,600,000 215,000 3.990% 51,870.00 266,870.00
01/15/24 2,385,000 220,000 3.990% 47,580.75 267,580.75 534,450.75
07/15/24 2,165,000 225,000 3.990% 43,191.75 268,191.75
01/15/25 1,940,000 225,000 3.990% 38,703.00 263,703.00 531,894.75
07/15/25 1,715,000 230,000 3.990% 34,214.25 264,214.25
01/15/26 1,485,000 235,000 3.990% 29,625.75 264,625.75 528,840.00
07/15/26 1,250,000 240,000 3.990% 24,937.50 264,937.50
01/15/27 1,010,000 245,000 3.990% 20,149.50 265,149.50 530,087.00
07/15/27 765,000 250,000 3.990% 15,261.75 265,261.75
01/15/28 515,000 255,000 3.990% 10,274.25 265,274.25 530,536.00
07/15/28 260,000 260,000 3.990% 5,187.00 265,187.00
01/15/29 0 0 0.00 0.00 265,187.00
07/15/29 0 0 0.00 0.00
01/15/30 0 0 0.00 0.00 0.00
07/15/30 0 0 0.00 0.00
01/15/31 0 0 0.00 0.00 0.00
07/15/31 0 0 0.00 0.00
01/15/32 0 0 0.00 0.00 0.00
07/15/32 0 0 0.00 0.00
01/15/33 0 0 0.00 0.00 0.00
07/15/33 0 0 0.00 0.00
01/15/34 0 0 0.00 0.00 0.00
07/15/34 0 0 0.00 0.00
01/15/35 0 0 0.00 0.00 0.00
Totals $4,255,000 $842,674.70 $5,097,674.70 $5,097,674.70
dated March 27, 2019 of Baker Tilly Municipal Advisors, LLC.)
6
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
2019A-2 Bonds (TIF/SBT)
AMORTIZATION OF $4,255,000 PRINCIPAL AMOUNT OF
TAXABLE LEASE RENTAL BONDS, SERIES 2019A-2 (TIF/SBT)
Bonds dated April 9, 2019
Tranche 1 - Purchased by Fifth Third Bank
(Subject to the comments in the attached Term Sheet
Payment Principal Interest Bond Year
Dates Balance Principal Rates Interest Debt Service Debt Service
07/15/19 $3,915,000 $48,693.33 $48,693.33
01/15/20 3,915,000 91,300.00 91,300.00 $139,993.33
07/15/20 3,915,000 91,300.00 91,300.00
01/15/21 3,915,000 91,300.00 91,300.00 182,600.00
07/15/21 3,915,000 91,300.00 91,300.00
01/15/22 3,915,000 91,300.00 91,300.00 182,600.00
07/15/22 3,915,000 91,300.00 91,300.00
01/15/23 3,915,000 91,300.00 91,300.00 182,600.00
07/15/23 3,915,000 91,300.00 91,300.00
01/15/24 3,915,000 91,300.00 91,300.00 182,600.00
07/15/24 3,915,000 91,300.00 91,300.00
01/15/25 3,915,000 91,300.00 91,300.00 182,600.00
07/15/25 3,915,000 91,300.00 91,300.00
01/15/26 3,915,000 91,300.00 91,300.00 182,600.00
07/15/26 3,915,000 91,300.00 91,300.00
01/15/27 3,915,000 91,300.00 91,300.00 182,600.00
07/15/27 3,915,000 91,300.00 91,300.00
01/15/28 3,915,000 91,300.00 91,300.00 182,600.00
07/15/28 3,915,000 91,300.00 91,300.00
01/15/29 3,915,000 $265,000 4.500% 91,300.00 356,300.00 447,600.00
07/15/29 3,650,000 270,000 4.500% 85,337.50 355,337.50
01/15/30 3,380,000 275,000 4.550% 79,262.50 354,262.50 709,600.00
07/15/30 3,105,000 275,000 4.550% 73,006.25 348,006.25
01/15/31 2,830,000 280,000 4.600% 66,750.00 346,750.00 694,756.25
07/15/31 2,550,000 285,000 4.600% 60,310.00 345,310.00
01/15/32 2,265,000 295,000 4.650% 53,755.00 348,755.00 694,065.00
07/15/32 1,970,000 310,000 4.650% 46,896.25 356,896.25
01/15/33 1,660,000 315,000 4.700% 39,688.75 354,688.75 711,585.00
07/15/33 1,345,000 325,000 4.750% 32,286.25 357,286.25
01/15/34 1,020,000 330,000 4.800% 24,567.50 354,567.50 711,853.75
07/15/34 690,000 340,000 4.800% 16,647.50 356,647.50
01/15/35 350,000 350,000 4.850% 8,487.50 358,487.50 715,135.00
Totals $3,915,000 $2,370,388.33 $6,285,388.33 $6,285,388.33
dated March 27, 2019 of Baker Tilly Municipal Advisors, LLC.)
7
CARMEL (INDIANA) REDEVELOPMENT AUTHORITY
2019A-2 Bonds (TIF/SBT)
AMORTIZATION OF $3,915,000 PRINCIPAL AMOUNT OF
TAXABLE LEASE RENTAL BONDS, SERIES 2019A-2 (TIF/SBT)
Bonds dated April 9, 2019
Tranche 2 - Purchased by Pedcor Development Associates, LLC
(Subject to the comments in the attached Term Sheet