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Home My WebLink AboutFinance statement regarding ban • F" H.J Untbaugh&ASSOCIDtitS coai,:--miw d �+ 1_ SNE35 Keystone Crossing• Suite 300 f •r� I f 0 Box 40458 0 1 ' ; Indianapolis.IN 452400458 pr �• { f L.no:3llao5Y500 2r j 4 iA P 317465-1550 .vhf' N bs to vivw.hjacam \ s , December 22, 2006 Ir. ill uhout eapenenCL. Members of the City of Carmel Honorable James C. Brainard, Mayor Redevelopment Commission Ms. Diana Cordray, Clerk-Treasurer City of Carmel City of Carmel City Hall City Hall One Civic Square One Civic Square CCarmel, IN 46032 Carmel, IN 46032 Re: City of Carmel, Indiana, Redevelopment District $2,995,000 Golf Course Revenue Bond Anticipation Notes, Series 2006 • ® Dear Ladies and Gentlemen: The purpose of this letter is to provide financial information that will be useful to members of the City of Carmel Redevelopment Commission (the "Commission"), City officials, administrative personnel, the bond purchaser, attorneys and others following the sale of the Golf Course Revenue Bond Anticipation Notes, Series 2006 (the"Notes"). The Notes are being issued to finance the cost P of acquiring the Brookshire Golf Club, to make certain improvements thereto, and to fund other projects set forth in the Amendment to Resolution No. 19-2006 (the "Project"). Sale Results Y The Notes were purchased by Oppenheimer & Co. Inc. (the "Initial Purchaser") on December 21, 2006. The Initial Purchaser has agreed to purchase the Notes at an interest rate of 5.25%per annum to maturity on February 1, 2009. The Initial Purchaser may trade the Notes in $100,000 minimum denominations to accredited investors as defined in the Securities and Exchange Act of 1933, as amended. Bond Delivery Upon delivery of the Notes, which is scheduled to be December 22, 2006, the Commission will receive the principal amount of$2,995,000 less the underwriter discount of$44,925. The Notes are dated as of the date of delivery; therefore, the Initial Purchaser will owe no accrued interest. Members of the Carmel Redevelopment Commission Honorable James C. Brainard, Mayor Ms. Diana Cordray, Clerk-Treasurer December 22, 2006 Page 2 Bond Delivery (cont'd) The amount of Note proceeds to be received is as follows: Par amount of Notes $2,995,000.00 Less: Underwriter discount (44,925.00) Net proceeds to be received by Fifth Third Bank, $ ,950.075.00 Indiana, Cincinnati, on behalf of the Commission We have confirmed with Oppenheimer&Co. Inc. the amount of$2,950,075.00 of net proceeds will be wired at closing to Fifth Third Bank, Cincinnati, into the City's bank account: ® ABA#: 042000314 Further credit to: Fifth Third Bank, Indiana Account#: 999-93427 Account Name: City of Carmel Contact: Carl Mills Distribution of Proceeds Pursuant to the Bond Resolution, the following funds are to be created: the Carmel Redevelopment District Golf Course Revenue Bonds Capital Fund (the"Capital Fund")and the Golf Course Sinking Fund,which consists of a Bond Account and a Reserve Account. Note proceeds in the amount of $95,653 will be deposited into the Bond Account of the Golf Course Sinking Fund to pay interest due on the Notes on August 1, 2007. Note proceeds in the amount of$78,619 (an amount equal to six months interest on the Notes, the Debt Service Reserve Requirement)will be deposited into the Reserve Account of the Golf Course Sinking Fund. The remaining Note proceeds, in the amount of $2,775,803,will be deposited into the Capital Fund. The funds in the Capital Fund are to be used by the Commission to pay expenses incurred in connection with the Project and for issuance costs of the Notes. The net proceeds of the Notes should be deposited in the above described accounts as follows: To the Capital Fund: $2,775,803 To the Bond Account of the Golf Course Sinking Fund: 95,653 To the Reserve Account of the Golf Course Sinking Fund: 78.619 Total 2 95 7 Members of the Carmel Redevelopment Commission Honorable James C. Brainard, Mayor Ms. Diana Cordray, Clerk-Treasurer December 22, 2006 Page 3 Real Estate Closing and Reimbursement of Note Proceeds from Other Commission Funds Per Michael Walsh, the attorney representing the City on the golf course acquisition, the real estate closing is scheduled for 1:30 p.m. on Wednesday, December 27, 2006. The City Clerk-Treasurer will direct Fifth Third Bank, Indiana to wire$2,675,000 of Note proceeds out of the Capita] Fund to Chicago Title Insurance Company into the following account: �j Account Name: Chicago Title Insurance Company Account#: 192186047 Bank Name: JP Morgan Chase Bank, N.A. Bank Address: 111 Monument Circle, Indianapolis, IN 46255 ® ABA #: 021000021International Swift Code: CHASUS33 It is the intent of the Commission that the Note proceeds be spent only on the Project as described in the Bond Resolution and the Amendment to Resolution 19-2006(the"Amended Bond Resolution"); which includes projects and improvements that would not endanger the tax-exempt status of the Notes. Although$2,675,000 of Note proceeds will be wired to J.P.Morgan Chase to complete the purchase of Brookshire Golf Course by the Commission on December 27, 2006, the Commission intends to reallocate proceeds from future sales of land within the Redevelopment District to a portion of the acquisition cost of the Golf Course. Such land sale proceeds will be reimbursed to the Carmel Redevelopment District Golf Course Revenue Bonds Capital Fund and, then, used for other permitted projects under the Amended Bond Resolution, including parking facilities, road and streetscape improvements, and underground detention improvements in the Redevelopment District. Note Amortization Schedule The Notes are dated December 22,2006. The attached schedule of amortization of the Notes shows that the principal will be payable at maturity on February 1, 2009. The schedule shows the interest payments due semiannually on February 1 and August 1,beginning August 1,2007. The Notes will bear interest at 5.25% (calculated based on twelve 30-day months for a 360-day year). The Commission anticipates issuing long-term bonds to retire the Notes. Optional Redemption: The Notes are redeemable at the option of the Commission, upon 30 days' notice, on any date, not earlier than February 1, 2008, without premium. Members of the Carmel Redevelopment Commission Honorable James C. Brainard, Mayor Ms. Diana Cordray, Clerk-Treasurer December 22, 2006 Page 4 Flow of Funds and Repayment of the Notes Repayment/Security for the Notes: The principal and interest on the Notes is payable from proceeds from the sale of the City of Carmel, Indiana, Redevelopment District Golf Course Revenue Bonds, Series_"(the"Future Bonds") or from the net revenues(gross revenues after deduction only for the payment of the reasonable expenses of operation,repair and maintenance)derived from the operation of the golf course facility(the"Net Revenues"), which are irrevocably pledged to the payment of the Notes. In addition, the Notes may be paid from any other revenues legally available to the Commission. The Notes are not a general obligation of the City or the District. ® As additional security for the repayment of the Notes, the Commission, on behalf of the District,has covenanted in the Note Purchase Agreement that,in the event the Commission is ever unable to pay any debt service due on the Notes from the sources pledged in the Bond Resolution or other funds made available to the Commission for such purpose,the Commission will commence the procedures required under IC 36-7-14 to sell the real estate comprising the Project, and will apply the net proceeds of such sale first to the repayment of all principal and interest due on the Notes. The Bond Resolution authorizes the following funds and flow of funds related to the operation of the golf course and the repayment of the Notes. Golf Course Revenue Fund: All income and revenues derived from the operations of the golf course 4 T will be deposited into the Golf Course Revenue Fund upon receipt. 91 Operation and Maintenance Fund: On or before the 25th day of each month,there will be deposited into the Operations and Maintenance Fund (the "O&M Fund") an amount sufficient to pay the expenses of operation, repair and maintenance of the golf course for the next succeeding two months. The funds in the O&M Fund will be used for the payment of the reasonable and proper operation, repair and maintenance expenses of the golf course facilities on a day-to-day basis. Any funds in the O&M Fund in excess of the expected operation, repair and maintenance of the golf course for the next succeeding month may be transferred to the Golf Course Sinking Fund if necessary to prevent a default on the Notes or the Future Bonds. Golf Course Sinking Fund: After meeting the requirements of the O&M Fund, there shall be set aside and paid into the Golf Course Sinking Fund monthly, as available, a sufficient amount of the Net Revenues for the payment of(a) the requirements of the Bond Account(as hereinafter defined) and the Debt Service Reserve Requirement in the Reserve Account, and (b) the necessary fiscal agency charges for paying the principal of and interest on the Notes and the Future Bonds. Such payments shall continue until the balance in the Bond Account and the Reserve Account equal the amount needed to redeem all the then outstanding golf course revenue bonds of the District. Members of the Carmel Redevelopment Commission Honorable James C. Brainard, Mayor Ms. Diana Cordray, Clerk-Treasurer December 22, 2006 Page 5 Bond Account: Within the Sinking Fund, will be established the Bond Account. On the day of closing,Note proceeds in the amount of$95,653 will be deposited into the Bond Account of the Golf Course Sinking Fund to pay interest due on the Notes on August 1, 2007. On or before the 25th of each month,Net Revenues will be transferred from the Revenue Fund equal to one-sixth(1/6)of the interest due on the next succeeding interest payment date and one-sixth(1/6)of the principal due on the next succeeding principal payment date until the amount in the Bond Account is equal to the next succeeding interest and principal amount. Because $95,653 of Note proceeds will already be on deposit in the Bond Account to cover the interest due through August 1,2007,no additional deposits of Net Revenues will be needed until the 25th day of August, 2007. The Clerk-Treasurer, on behalf of the Commission, will transfer sufficient funds from the Bond ® Account held at Fifth Third Bank, Indiana, to Wells Fargo Bank N.A., Indianapolis, Indiana (the "Paying Agent") to pay principal and interest when due on the Notes (and the Future Bonds). ******************************** We are glad to have had this opportunity to assist you with the issuance of the Notes to facilitate the acquisition of the Brookshire Golf Course. Please call or e-mail me if you have any questions or need additional information. Very truly yours, UMBAUGH Loren M. Matthes LMM/ceb Enclosures cc: Mr. John Alexander Ms. Kimberly W. Blanchet Mr. Bruce Donaldson Mr. Karl Haas Mr. Tyler Hoch Mr. Ralph McGinley Ms. Sherry Mielke Mr. Carl Mills Mr. Bryan Nelson Mr. Les Olds Ms. Cindy Sheeks Mr. Michael Walsh CARMEL REDEVELOPMENT COMMISSION Brookshire Golf Course AMORTIZATION OF$2,995,000 PRINCIPAL AMOUNT OF REDEVELOPMENT DISTRICT GOLF COURSE REVENUE BOND ANTICIPATION NOTES,SERIES 2006 Notes dated December 22,2006 Payment Principal Interest Total Capitalized Net Bond Year Date Balance Principal Rate - Interest Debt Service Interest Debt Service Total (%) 08/01/07 $2,995,000 $95,652.81 $95,652.81 ($95,652.81) $0.00 02/01/08 2,995,000 78,618.75 78,618.75 78,618.75 $78,618.75 08/01/08 2,995,000 78,618.75 78 618.75 78,618.75 02/01/09 2,995,000 $2,995,000 5.25 78,618.75 3,073,618.75 3,073,618.75 3,152,237.50 Totals $2.995,000 $331,509.06 $3,326,509.06 ($95,652.81) $3,230,856.25 $3,230,856.25 Prepared by: Umbaugh 8365 Keystone Crossing,Suite 300 P.O.Box 40458 Indianapolis,Indiana 46240-0458