HomeMy WebLinkAboutCRA-R-17-0034 Loan Letter of InterestBankUnited, N.A.
7765 NW 148 Street
Miami Lakes, FL 33016
E-mail: paguila@bankunited.com
Percy R. Aguila, Jr.
Senior Vice President
Corporate Banking
Tel: 305.818.8661
& .ii BankUnited
PRELIMINARY -FOR DISCUSSION PURPOSES ONLY
Jason Walker
Executive Director
OMNI CRA
1401 N. Miami Avenue-2nd Floor
Miami, Florida 33136
March 27, 2017
RE: OMNI Community Redevelopment Agency Tax Increment Revenue Bonds, Series 2017
(Workforce/Affordable Housing Projects)
Dear Mr. Walker:
BankUnited, N.A. (the "Bank") is pleased to provide you with this Letter of Interest outlining the basic
terms and conditions currently being contemplated for the proposed extension of credit applicable to
the financing of the CRKs Workforce/Affordable Housing Projects. This is not a commitment to lend; it
is an expression of our interest in providing the aforementioned financing request pursuant to the
following:
Borrower: The OMNI Community Redevelopment Agency (the "CRA" or "Borrower'),
which was created in 1986 and is a public body corporate and politic created
pursuant to the Community Redevelopment Act of 1989, Chapter 163, Part III,
Florida Statues, as amended, and other applicable provisions of law (the
"Act").
The CRA's boundaries were established in 1986, and expanded in 2009, in
order to pursue a program of community redevelopment within designated
portions of the City of Miami. The CRA is responsible for implementing the
redevelopment plan as adopted and amended, from time to time (the
"Redevelopment Plan").
Amount: Not to exceed $25,000,000 (the "Series 2017 Loan Amoun#" ).
Lender: BankUnited, N.A. and/or Bridge Funding Group, Inc., an affiliate of
BankUnited, N.A (the "Lender").
Facility: The obligation will be in the form of bonds issued by the CRA in an amount
not to exceed the Series 2017 Loan Amount (the "Series 2017 Loan"). Interest
on the obligation shall be tax-exempt to the Lender.
Closing Date: On or before September 1, 2017 (the "Closing Date") or as otherwise mutually
agreed upon by the Borrower and the Lender, but no later than September 15,
2017.
Purpose: The Series 2017 Loan will finance certain grants to be made by the CRA for
some or all of the workforce/affordable housing projects, and (1) make a
deposit to the Debt Service Reserve Fund, and (ii) pay cost of issuance.
Security: The Series 2017 Loan shall be payable from and secured by a lien upon and
pledge of the Series 2017 Pledged Revenues, consisting of:
(a) all Tax Increment Revenues available to the CRA after the payment of its
obligations under certain Intertocal Agreements, including but not limited to
the payments being made pursuant to the Interlocal Agreement entered into
on December 31, 2007 between the City, the County and the CRA ("PAC
Payments"); the payments being made pursuant to the Global Agreement
entered into between the City, the County and the CRA for Museum Park
("Museum Payments"); and the payments being made pursuant to the Global
Agreement for the Port Tunnel Project ("Port Payments").
(b) all moneys on deposit in the Funds and Accounts established under the
Indenture that are created and established with respect to or for the benefit of
the Series 2017 Loan.
Payments: Interest is payable semi-annually, on each March 1 and September 1 of each
year, commencing March 1, 2018.
Principal is payable on September 1 of each year, commencing September 1,
2018.
Day Count Method: Based on 12, 30-day months (30/360).
TermlMaturity: The Series 2017 Loan shall be for a term that extends to September 1, 2029,
corresponding to the preliminary amortization schedule below:
Principal
YEAR Amount [11
2017
2018
2,000,000
2019
2,000,000
2020
2,000,000
2021
2,000,000
2022
2,000,000
2023
2,000,000
2024
2,000,000
2025
2,000,000
2026
2,000,000
2027
2,000,000
2028
2,500,000
2029
2,500,000
Total $25,Q00,000
[1] Preliminary amounts, payable September 9,subject to change.
Interest Rate: The tax-exempt interest rate on the Series 2017 Loan shall be fixed extending
to September 1, 2029 at an interest rate of 3.75%.
Yield Maintenance: The tax-exempt interest rates quoted herein take into consideration a
marginal federal corporate tax rate of 35%. In the event of a decrease in the
marginal maximum corporate tax rate, the Bank shall have the right to adjust
the interest rate upwards in order to maintain the same after tax yield.
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Prepayment: Optional Redemption. The Series 2017 Loan principal installments maturing
on or before September 1, 2023 are not subject to redemption prior to
maturity. The Series 2017 Loan principal installments maturing on or after
September 1, 2024 are subject to redemption prior to maturity at the option of
the District, in whole or in part, in any order of maturity as determined by the
District, on any date on or after September 1, 2023 at a redemption price
equal to the principal amount of the Series 2017 Loan to be redeemed, plus
accrued interest thereon to the date of redemption..
Bank Counsel: BankUnited will be represented by counsel to be disclosed to the CRA upon
acceptance of the Term Sheet (the "Bank Counsel").
Issuer Costs/Counsel: The CRA will pay for its costs from the Series 2017 Loan proceeds, including
fees payable to its counsel, financial advisors, bond counsel, escrow agent,
placement agent (if any) and the fees charged by Bank Counsel.
Deposit & Accounts: The CRA shall designate BankUnited as a Qualified Public Depository
("QPD"), as defined by the State of Florida and pursuant to Chapter 280,
Florida Statutes, for purposes of establishing BankUnited as an eligible
depository of CRA funds. The CRA shall establish and maintain a depository
relationship with Bank United with a minimum target balance of $2,500,000, to
be tested no more often than semi-annually.
Debt Service Reserve
Requirement: The Reserve Requirement will be the lesser of i) the maximum annual debt
service requirement of the Series 2017 Loan or ll) 125% of the average
annual debt service of the Series 2017 Loan, or (iii) 10% of the proceeds of
the Series 2017 Loan.
Covenants: No additional bonds and parity obligations may be issued or incurred unless
the amount of Pledged Revenues for the immediately preceding fiscal year is
equal at least to one hundred fifty percent (150%) of the maximum annual
debt service of the outstanding Series 2017 Loan and the additional bonds
and parity obligations proposed to be issued or incurred.
Additional Conditions: (1) Upon the acceptance of this Letter of Interest, the CRA will confirm the
CRA's tax base by providing a description of the Redevelopment Area and
the approximate number of acres and parcels that make-up the CRA's
Redevelopment Area, including a breakdown of the number of taxable and
tax-exempt parcels.
(2) Upon the acceptance of this Letter of Interest, the CRA shall provide a
listing of the top ten taxable parcels (by assessed value) that are located
Within the CRA's Redevelopment Area, as of May 1, 2017.
(3) Upon the acceptance of this Letter of Interest, the CRA shall provide a
table showing taxable assessed values for the Redevelopment Area on a
historical basis for the last 10 years.
Commitment Fee: A one-time commitment fee of 0.50% (est. $125,000) of the principal amount
of the Series 2017 Loan will be payable at closing.
Default Rate: Under an Event of Default, while the Series 2017 Loan is outstanding on a
tax-exempt basis, the Default Rate shall be calculated at 6.75%, per annum.
Default &
Remedies: BankUnited shall be entitled to all remedies available under the financing
documents and the Indenture. Upon the occurrence of an event of default
under the Indenture, the financing documents will provide remedies to
BankUnited customary for transactions of this nature, exercise rights and
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remedies available under law, equity or under the terms of the Indenture and
other financing documents.
Gross Up: Upon an event of taxability caused by actions or failures to act of the CRA,
the interest rate on the Series 2017 Loan shall increase to a taxable rate of
5.77%.
Tax Treatment: Interest on the Series 2017 Loan shall be excludable from gross income for
federal income tax purposes, as evidenced by a customary opinion of the
CRA's bond counsel. The CRA shall covenant to perform all actions,
functions or requirements in order to maintain the tax-exempt status on the
Series 2017 Loan.
Annual Reporting
Requirements: (1) Prepare audited financial statements of the CRA. The audited financial
statements will be posted on or before June 30 of each year for the fiscal year
ending on the preceding September 30, commencing June 30, 2017 for the
fiscal year ending on the preceding September 30, 2016.
(2) Prepare an annual budget of the CRA (the "Annual Budget°). The Annual
Budget will be posted on or before September 30 of each year for the fiscal
year commencing on October 1, commencing September 30, 2017 for the
fiscal year commencing October 1, 2017.
Governing Law: All aspects of the Series 2017 Loan being discussed, including this Letter of
Interest, and any related financing documents would be governed by the laws
of the State of Florida.
Confidentiality: Notwithstanding anything herein to the contrary, any party hereto may
disclose to any and all persons, without limitation of any kind the tax treatment
or tax structure of this transaction. Furthermore, the parties to this transaction
may disclose, as required by federal or state laws, any information as
required to comply with such federal or state laws.
Acceptance: On behalf of BankUnited, we sincerely thank you for the opportunity to service
your financing needs. Should you wish to proceed with issuing a Preliminary
Term Sheet and subsequently obtaining formal credit approval under the
general terms and conditions outlined herein, please acknowledge the CRA's
acceptance by signing below and returning one original signed document.
Very truly yours,
Percy R. Aguila, Jr.
Senior Vice President
ACCEPTED BY:
By.
Ian
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