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Home My WebLink AboutPDA Executed TIF-SBT Term Sheet 032719(Pedcor).docxMarch 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: Pedcor Development Associates, LLC (the "Purchaser") The Purchaser is purchasing $3,915,000 of the 2019A-2 Bonds for maturities January 15, 2029 through January 15, 2035 per the attached amortization (the "Tranche 2"). 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 Rates: Fixed at closing at the following rates: 4.50%; January 15, 2029 through July 15, 2029 4.55%; January 15, 2030 through July 15, 2030 4.60%; January 15, 2031 through July 15, 2031 4.65%; January 15, 2032 through July 15, 2032 4.70%; January 15, 2033 4.75%; July 15, 2033 4.80%; January 15, 2034 through July 15, 2034 4.85%; January 15, 2035 Interest Calculation: Shall be calculated on the basis of 360-day year with twelve 30-day months. Principal and Interest Principal and interest will be payable semiannually on January 15 and July 15 Payments: of each year, beginning July 15, 2019. Lease Rental Payment TIF Lease Rentals will be payable on January 1 and July 1 of each year, Dates: 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 Sinldng Fund The 2019A-2 Bonds may be issued as "Term Bonds" at the Purchaser's Redemption: 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, limestetsky@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., rrwa,wshlaw.com Bond Counsel: Bruce Donaldson, Barnes & Thornburg LLP, bruce.donaldson_rabtlaw.com Bradley Bingham, Barnes & Thornburg LLP, bradley.bin ham(_q',btlaw.com Municipal Advisor: Loren Matthes, Balser Tilly Municipal Advisors, LLC, 1_oren.matthesnbakertilly.com Heidi Amspaugh, Baker Tilly Municipal Advisors, LLC, lie idi.amspaugh ca,bakertiIIv.com Baker Tilly Municipal Advisors, LLC is a municipal advisor registered with the United States Securities and Exchange Commission and the Municipal Securities Rulemaking Board. As such, Baker Tilly Municipal Advisors, LLC is providing certain specified municipal advisory services to the City, the Commission and the Authority. Baker Tilly Municipal Advisors, LLC is not acting as an underwriter, placement agent or broker/dealer in connection with the sale of the 2019A-2 Bonds. Attachments: Page 5 Full Amortization Page 6 Fifth Third Bank — Tranche 1 Amortization Page 7 Pedcor Development Associates, LLC — Tranche 2 Amortization Terms are hereby accepted by the Purchaser. Date: Purchase ME Nam Title I — A P c�C''t CARMEL (INDIANA) REDEVELOPMENT AUTHORITY 2019A-2 Bonds (TIFISBT) AMORTIZATION OF $8,170,000 PRINCIPAL AMOUNT OF TAXABLE LEASE RENTAL BONDS, SERIES 2019A-2 (TIF/SBT) Bonds dated April 9, 2019 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 O1/15/20 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 O1/15/22 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 O1/15/26 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 O1/15/27 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 O1/15/30 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 O1/15/31 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 O1/15/32 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 O1/15/34 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 (Subject to the comments in the attached Term Sheet dated March 27, 2019 of Baker Tilly Municipal Advisors, LLC.) E CARMEL (INDIANA) REDEVELOPMENT AUTHORITY 2019A-2 Bonds (TIFISBT) AMORTIZATION OF $4,255,000 PRINCIPAL AMOUNT OF TAXABLE LEASE RENTAL BONDS, SERIES 2019A-2 (TIF/SBT) Bonds dated April 9, 2019 Tranche I - Purchased by Fifth Third Bank 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 O1/15/20 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 O1/15/21 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 O1/15/22 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 O1/15/23 2,810,000 210,000 3.990% 56,059.50 266,059.50 531,208.75 07/15/23 2,600,000 21500 3.990% 51,870.00 266,870.00 O1/15/24 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 O1/15/25 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 O1/15/26 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 O1/15/27 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 O1/15/28 515,000 255,000 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 (Subject to the comments in the attached Term Sheet dated March 27, 2019 of Baker Tilly Municipal Advisors, LLC.) 6 Payment Dates 07/15/19 01/15/20 07/15/20 01/15/21 07/15/21 01/15/22 07/ 15/22 01/15/23 07/ 15/23 01/15/24 07/15/24 01/15/25 07/15/25 01/15/26 07/15/26 01/15/27 07/15/27 01/15/28 07/15/28 01/15/29 07/15/29 01/15/30 07/15/30 01/15/31 07/15/31 01/15/32 07/15/32 01/15/33 07/15/33 01/15/34 07/15/34 01/15/35 Totals CARMEL (INDIANA) REDEVELOPMENT AUTHORITY 2019A-2 Bonds (TIFISBT) 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 Principal Balance $3,915,000 3,915,000 3,915,000 3,915,000 3,915,000 3,915,000 3,915,000 3,915,000 3,915,000 3,915,000 3,915,000 3,915,000 3,915,000 3,915,000 3,915,000 3,915,000 3,915,000 3,915,000 3,915,000 3,915,000 3,650,000 3,380,000 3,105,000 2,830,000 2,550,000 2,265,000 1,970,000 1,660,000 1,345,000 1,020,000 690,000 350,000 Interest Principal Rates $265,000 270,000 275,000 275,000 280,000 285,000 295,000 310,000 315,000 325,000 330,000 340,000 350,000 $3,915,000 4.500% 4.500% 4.550% 4.550% 4.600% 4.600% 4.650% 4.650% 4.700% 4.750% 4.800% 4.800% 4.850% Interest Debt Service $48,693.33 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 85,337.50 7%262.50 73,006.25 66,750.00 60,310.00 53,755.00 46,896.25 39,688.75 32,286.25 24,567.50 16,647.50 8,487.50 $2,370,388.33 $48,693.33 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 91,300.00 356,300.00 355,337.50 354,262.50 348,006.25 346,750.00 345,310.00 348,755.00 356,896.25 354,688.75 357,286.25 354,567.50 356,647.50 358,487.50 Bond Year Debt Service $139,993.33 182,600.00 182,600.00 182,600.00 182,600.00 182,600.00 182,600.00 182,600.00 182,600.00 447,600.00 709,600.00 694,756.25 694,065.00 711,585.00 711,853.75 715,135.00 $6,285,388.33 $6,285,388.33 (Subject to the comments in the attached Term Sheet dated March 27, 2019 of Baker Tilly Municipal Advisors, LLC.) 7