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APFA-2021-003RESOLUTION NO. APFA-2021-003 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM PUBLIC FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY OF A GROUND LEASE, A LEASE AGREEMENT, AN INDENTURE, AN ESCROW AGREEMENT, AND A BOND PURCHASE CONTRACT IN CONNECTION WITH THE ISSUANCE OF ANAHEIM PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (CONVENTION CENTER REFUNDING), SERIES 2021A (FEDERALLY TAXABLE), AUTHORIZING THE ISSUANCE OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $280,000,000, AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT IN CONNECTION THEREWITH AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS WHEREAS, pursuant to the Site and Facility Lease, dated as of February 1, 1997, by and between the City of Anaheim (the "City") and the Anaheim Public Financing Authority (the "Authority"), as supplemented by the First Supplemental Site and Facility Lease, dated as of April 1, 2018, by and between the City and the Authority, and the Second Supplemental Site and Facility Lease, dated as of July 1, 2021, by and between the City and the Authority (as so supplemented, the "Resort Bonds Site Lease"), the City leases to the Authority certain real property and the improvements thereon; WHEREAS, pursuant to the Lease Agreement, dated as of February 1, 1997, by and between the Authority and the City, as supplemented by the First Supplemental Lease Agreement, dated as of April 1, 2018, by and between the Authority and the City, and the Second Supplemental Lease Agreement, dated as of July 1, 2021, by and between the Authority and the City (as so supplemented, the "Resort Bonds Lease Agreement"), the Authority leases back to the City such real property and the improvements thereon; WHEREAS, the real property and improvements leased to the Authority pursuant to the Resort Bonds Site Lease and leased back to the City pursuant to the Resort Bonds Lease Agreement include the real property on which the facility commonly referred to as the Anaheim Convention Center (the "Convention Center") is located, including the Convention Center and other improvements thereon (the "Property"); WHEREAS, in order to finance and refinance certain improvements to the Convention Center (the "Convention Center Improvements"), the City subleased the Property to the Authority pursuant to the Site and Facility Lease, dated as of November 1, 2014 (the "Original Convention Center Site Lease"), and the Authority subleased the Property back to the City pursuant to the Lease Agreement, dated as of November 1, 2014 (the "Original Convention Center Lease Agreement"); WHEREAS, in order to provide the funds necessary to finance and refinance the Convention Center Improvements, the Authority issued its Anaheim Public Financing Authority Lease Revenue Bonds (Anaheim Convention Center Expansion Project), 2014 Series A (the "Prior 4149-3375-9001.3 Convention Center Bonds"), and its Anaheim Public Financing Authority Lease Revenue Bonds (Anaheim Convention Center Expansion Project), 2014 Series B (all of which 2014 Series B Bonds have matured and been paid), payable from the lease payments to be made by the City pursuant to the Original Convention Center Lease Agreement; WHEREAS, the Original Convention Center Site Lease has, in accordance with its terms, been supplemented by the First Supplemental Site and Facility Lease, dated as of April 1, 2018, by and between the City and the Authority (as so supplemented, the "Prior Convention Center Site Lease"), and the Original Convention Center Lease Agreement has, in accordance with its terms, been supplemented by the First Supplemental Lease Agreement, dated as of April 1, 2018, by and between the Authority and the City (as so supplemented, the "Prior Convention Center Lease Agreement"); WHEREAS, the City desires to refinance the Convention Center Improvements by exercising its option to prepay the lease payments to be made by the City pursuant to the Prior Convention Center Lease Agreement, thereby causing the Prior Convention Center Bonds to be defeased and redeemed and the term of the Prior Convention Center Site Lease and the term of the Prior Convention Center Lease Agreement to end; WHEREAS, in order to refinance the Convention Center Improvements, the City is subleasing the Property to the Authority pursuant to a Ground Lease (such Ground Lease, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Ground Lease"), and the City is subleasing the Property back from the Authority pursuant to a Lease Agreement (such Lease Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Lease Agreement"); WHEREAS, in order to provide the funds necessary to refinance the Convention Center Improvements and defease and redeem the Prior Convention Center Bonds, the Authority and the City desire that the Authority issue not to exceed $280,000,000 aggregate principal amount of its Anaheim Public Financing Authority Lease Revenue Bonds (Convention Center Refunding), Series 2021A (Federally Taxable) (the "Bonds"), payable from the base rental payments (the "Base Rental Payments") to be made by the City pursuant to the Lease Agreement; WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Authority, the City and U.S. Bank National Association, as Trustee (the "Trustee"), propose to enter into an Indenture (such Indenture, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Indenture"); WHEREAS, all rights to receive the Base Rental Payments will be assigned without recourse by the Authority to the Trustee pursuant to the Indenture; WHEREAS, the Board of Directors of the Authority (the "Board of Directors") has determined (a) that it could be in the best interest of the Authority to secure the timely payment of 2 4149-3375-8001.3 the principal of and interest on the Bonds by obtaining a municipal bond insurance policy with respect thereto, and (b) that obtaining a reserve surety or reserve insurance policy for the Bonds in lieu of providing a cash funded reserve therefor could be economically advantageous to the Authority; WHEREAS, the funds representing the prepayment of the base rental payments under the Prior Convention Center Lease Agreement to be applied to the defeasance and redemption of the Prior Convention Center Bonds will be applied to such purpose pursuant to an Escrow Agreement by and between the Authority and U.S. Bank National Association, as prior trustee and as escrow bank (such Escrow Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Escrow Agreement'); WHEREAS, Goldman Sachs & Co. LLC (the "Representative"), on behalf of itself and Wells Fargo Bank, National Association and BofA Securities, Inc., has presented a proposal, in the form of a Purchase Contract by and among the Representative the Authority and the City, to purchase the Bonds from the Authority (such Purchase Contract, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Purchase Contract'); WHEREAS, a form of the Preliminary Official Statement to be distributed in connection with the public offering of the Bonds has been prepared (such Preliminary Official Statement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Preliminary Official Statement'); WHEREAS, there have been prepared and submitted to this meeting forms of: (a) the Ground Lease; (b) the Lease Agreement; (c) the Indenture; (d) the Escrow Agreement; (e) the Purchase Contract; and (f) the Preliminary Official Statement; WHEREAS, the Authority desires to authorize the execution of such documents and the performance of such acts as may be necessary or desirable to effect the offering, sale and issuance of the Bonds and the defeasance and redemption of the Prior Convention Center Bonds; WHEREAS, Section 5852.1 of the California Government Code (the "Government Code") requires that the Board of Directors obtain from an underwriter, financial advisor or private lender and disclose, in a meeting open to the public, prior to authorization of the issuance of the Bonds, good faith estimates of (a) the true interest cost of the Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Bonds, (c) the amount of proceeds of the Bonds 3 4149-3375-8001.3 expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Bonds, and (d) the sum total of all debt service payments on the Bonds calculated to the final maturity of the Bonds, plus the fees and charges paid to third parties not paid with the proceeds of the Bonds; WHEREAS, in compliance with Government Code Section 5852.1, the Board of Directors has obtained from PFM Financial Advisors LLC, as the City's municipal advisor (the "Municipal Advisor"), the required good faith estimates and such estimates are disclosed and set forth in Exhibit A attached hereto; and WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the transactions authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such transactions for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Anaheim Public Financing Authority, as follows: Section 1. The foregoing recitals are true and correct, and the Board of Directors so finds and determines. Section 2. The form of the Ground Lease, on file with the Secretary of the Authority (the "Secretary"), is hereby approved. Each of the Chairperson of the Authority, the Vice -Chairperson of the Authority, and such other member of the Board of Directors as the Chairperson may designate, the Executive Director of the Authority, the Treasurer of the Authority, the Secretary of the Authority and such other officers of the Authority as the Executive Director may designate (the "Authorized Officers") is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the -name of the Authority, to execute and deliver the Ground Lease in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Ground Lease by such Authorized Officer. Section 3. The form of the Lease Agreement, on file with the Secretary, is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute and deliver the Lease Agreement in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Lease Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate principal amount of the Bonds payable from the Base Rental Payments in excess of $280,000,000, shall not result in the term of the Lease Agreement terminating later than July 1, 2046 (provided that such term may be extended as provided therein) and shall not result in the true interest cost attributable to the Base Rental Payments exceeding 5.00% per annum. 4 4149-3375-8001.3 Section 4. Subject to the provisions of Section 5 hereof, the issuance of the Bonds, in an aggregate principal amount of not to exceed $280,000,000, on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture, be and the same is hereby authorized and approved. The Bonds shall be dated, shall bear interest at the rates, shall mature on the dates, shall be subject to call and redemption, shall be issued in the form and shall be as otherwise provided in the Indenture, as the same shall be completed as provided in this Resolution. Section 5. The form of the Indenture, on file with the Secretary, is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute and deliver the Indenture in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Indenture by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate principal amount of the Bonds in excess of $280,000,000, shall not result in a final maturity date of the Bonds later than July 1, 2046 and shall not result in a true interest cost for the Bonds in excess of 5.00%. Section 6. The form of the Escrow Agreement, on file with the Secretary, is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute and deliver the Escrow Agreement in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Escrow Agreement by such Authorized Officer. Section 7. The form of the Purchase Contract, on file with the Secretary, is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute and deliver the Purchase Contract in the form presented to this meeting; with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Purchase Contract by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriters' discount (not including any original issue discount) from the principal amount of the Bonds in excess of 0.50% of the aggregate principal amount of the Bonds. Section 8. The form of the Preliminary Official Statement, on file with the Secretary, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the Authority that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (except for the omission of certain final pricing, rating and related information as permitted by said Rule). Section 9. The preparation and delivery of a final Official Statement (the "Official Statement"), and its use in connection with the offering and sale of the Bonds, be and the same is hereby authorized and approved. The Official Statement shall be in substantially the form of the 5 4149-3375-8001.3 Preliminary Official Statement, with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute the final Official Statement and any amendment or supplement thereto. Section 10. In connection with the issuance of the Bonds, the Board of Directors hereby appoints PFM Financial Advisors LLC to serve as municipal advisor to the Authority, Orrick, Herrington & Sutcliffe LLP to serve as bond counsel and disclosure counsel to the Authority, and Goldman Sachs & Co. LLC, Wells Fargo Bank, National Association and BofA Securities, Inc. to serve as underwriters of the Bonds. Section 11. The Board of Directors hereby authorizes the execution and delivery of all agreements, documents, certificates and instruments authorized by this Resolution to be executed and delivered (a) with electronic signatures using DocuSign, as the same may be permitted under the California Uniform Electronic Transactions Act, and (b) with digital signatures using DocuSign, as the same may be permitted under Section 16.5 of the California Government Code. Section 12. The Authorized Officers are each hereby authorized and directed (a) to apply for municipal bond insurance for the Bonds of one or more maturities and to obtain such insurance if the present value cost of such insurance is less than the present value of the estimated savings with respect to interest on such Bonds resulting from the purchase of such insurance, (b) to apply for and obtain a reserve surety or reserve insurance policy to satisfy the reserve requirement for the Bonds, if obtaining such reserve surety or reserve insurance policy is economically advantageous, and (c) with respect to any such policy or surety, the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to enter into a commitment letter agreement with the provider of such policy or surety agreeing to the conditions to the issuance of such policy or surety by such provider set forth in such commitment letter agreement, acknowledging the limitations to the obligations of such provider set forth therein and accepting the manner in which any request for a renewal or continuation of such provider's commitment to issue such policy or surety is to be made. Section 13. The Authorized Officers and their authorized deputies and agents of the Authority are, and each of them is, hereby authorized and directed, for and in the name of the Authority to do any and all things and to execute and deliver any and all agreements, documents, certificates and instruments which they or any of them deem necessary or advisable in order to consummate the transactions contemplated by this Resolution and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Section 14. All actions heretofore taken by the Authorized Officers and their authorized deputies and agents of the Authority with respect to the issuance and sale of the Bonds and the defeasance and redemption of the Prior Convention Center Bonds or in connection with or related to any of the agreements, documents, certificates or instruments referred to herein, are hereby approved, confirmed and ratified. Section 15. This Resolution shall take effect immediately upon its adoption. 6 4149-3375-8001.3 THE FOREGOING RESOLUTION was approved and adopted by the Board of Directors of the Anaheim Public Financing Authority at a regular meeting of said Board of Directors held on the 16th day of November, 2021, by the following vote: AYES: Chairman Sidhu and Authority Members Faessel, Diaz, Ma'ae, Valencia, and O'Neil NOES: prone ABSENT: None ABSTAIN: Authority Member Moreno ATTESTi: SECRETJkRY OF THE BOARD OF DIRECTORS OF THE ANAHEIM PUBLIC FINANCING AUTHORITY 144185 4149-3375-8001.3 7 ANAHEIM PUBLIC FINANCING AUTHORITY ED R-FRFSOTV0F I UE-BOARD OF :CTORS OF THE ANAHEIM LIC FINANCING AUTHORITY EXHIBIT A GOOD FAITH ESTIMATES The good faith estimates set forth herein are provided with respect to the Bonds in accordance with California Government Code Section 5852. L Such good faith estimates have been provided to the Authority by PFM Financial Advisors LLC, the City's municipal advisor (the "Municipal Advisor"). Principal Amount. The Municipal Advisor has informed the Authority that, based on the City's financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be sold is $265,170,000 (the "Estimated Principal Amount"). True Interest Cost of the Bonds. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 3.37%. Finance Charge of the Bonds. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $1,195,510. Amount of Proceeds to be Received. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Authority for sale of the Bonds, less the finance charge of the Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Bonds, is $256,236,798.20. Total Payment Amount. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the Authority will make to pay debt service on the Bonds, plus the finance charge for the Bonds, as described above, not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $392,651,055.31, which excludes any reserves or capitalized interest paid or funded with proceeds of the Bonds (which may offset such total payment amount). The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates. The actual principal amount of the Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds sold A-1 4149-3375-8001.3 being different from the Estimated Principal Amount, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the City's financing plan, or a combination of such factors. The actual date of sale of the Bonds and the actual principal amount of Bonds sold will be determined by the Authority based on the timing of the need for proceeds of the Bonds and other factors. The actual interest rates borne by the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the Authority. A-2 4149-3375-8001.3 SECRETARY'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, Secretary of the Anaheim Public Financing Authority, do hereby certify that the foregoing is the original Resolution No. APFA 2021-003 adopted at a regular meeting provided by law, of the Anaheim Public Financing Authority held on the 16th day of November, 2021, by the following vote of the members thereof: AYES: Chairman Sidhu and Authority Members Faessel, Diaz, Ma'ae, Valencia, and O'Neil NOES: None ABSTAIN: Authority Member Moreno ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of November, 2021, SECRETARY OF THE ANAHEIM PUBLIC FINANCING AUTHORITY (SEAL)