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HomeMy WebLinkAboutExhibit AEXHIBIT A Proposal dated April 26, 2021, to the City of Miami, Florida from Sterling National Bank, as the Lender. inSTERLING NATIONAL BANK April 26, 2021 City of Miami, FL 444 SW 2nd Ave Miami, FL, 33130 Project: Special Obligation Note, Series 2021 Mark A. Cargo Managing Director Sterling National Bank 9667 Ravenscroft LN NW Concord, NC 28027 704-287-4493 Email: mcargo(a�snb.com Website: www.snb.com Sterling National Bank ("SNB") is pleased to present this financing proposal (the "Term Sheet") to the City of Miami, FL subject to final credit approval, in connection with the above -referenced project. Working with SNB has several major advantages, including: • Experience and Expertise: Each member of the SNB Public Finance team has significant experience regarding the financing of essential governmental equipment and projects and can help you document your financing in a manner that complies with applicable local laws. • Financial Capability: The SNB Public Finance team is part of Sterling National Bank, a publicly traded commercial bank, which has the capability of funding tax-exempt financings on a nationwide basis. • Reliability: The SNB Public Finance team prides itself on excellent customer service and the prompt closing of awarded transactions. • Simplified Financing Structure: SNB is proposing to finance 100% of the Underground Powerline Projects via a Tax -Exempt Note. We look forward to working with you and your team on this assignment, and please do not hesitate to contact us with any questions, comments, or concerns. We are positive that you will enjoy working with SNB. Very truly yours, Mark A. Cargo Managing Director mcargo@snb.com www.snb.com inSTERLING NATIONAL BANK TYPE OF FINANCING: ISSUER/BORROWER: PURCHASER/LENDER: ESCROW/DRAW OPTION: AMOUNT FINANCED: PROJECTS/USE: TERM: PAYMENT STRUCTURE: INTEREST RATE: ANTICIPATED CLOSING DATE: INTEREST RATE LOCK: Mark A. Cargo Managing Director Sterling National Bank 9667 Ravenscroft LN NW Concord, NC 28027 704-287-4493 Email: mcargo@snb.com Website: www.snb.com TERM SHEET A Tax -Exempt Special Obligation Note, Series 2021 (the "Series 2021 Note" or "Note"), with repayment not subject appropriations, from the Pledged Revenues, which will enable the Borrower to finance the various "Projects" as noted in the RFP. Lender will fund the Note on a private -placement basis. City of Miami, Florida (the "City") Sterling National Bank, or its designee or assignee The "Note" shall be funded into a Sterling National Bank escrow account (the "Escrow Fund"), with disbursements made as needed. The Escrow shall be set up with Sterling National Bank at no cost and will be collateralized as required by the State of Florida. Escrow Fund earnings will accrue for the benefit of the borrower. Not to Exceed $27,000,000.00 The proceeds of the Note will be used to provide funding for the undergrounding of powerlines in the City. Approximately Nineteen (19) years, Six (6) months (Exhibit A). Borrower shall make principal and interest Note payments as set forth in Exhibit A. 2.46% On or before June 18, 2021 The Interest Rates quoted above are valid through the Anticipated Closing Date. SNB Confidential Term Sheet 2IPage BANK QUALIFICATION: SECURITY: PREPAYMENT: FEES OF LENDER: DOCUMENTATION: If applicable, the Loan may be designated as a Non -Bank Qualified Tax -Exempt (Exhibit A) Obligation under section 265(b) of the Internal Revenue Code of 1986, as amended. The payments of the principal and interest on the Note are special obligations of the City payable solely from and secured by the amounts actually deposited into the pledged funds and accounts under the bond resolution. The Note will be payable from and secured by a lien upon and pledge of Non Ad -Valorem Revenues deposited into the Note Fund established by this Resolution and the Loan Agreement and in accordance with requirements of the prior pledged revenue structures for the City's parity obligations. Borrower shall have the right to pre -pay the Note (in whole or in part subject to mutually agreed upon parameters) on any payment date by paying the Redemption Price, provided the Borrower gives Lender at least thirty (30) days prior written notice of its intent to do so. The Redemption Price, as a percentage of the then -outstanding Note balance, shall be equal to: Exhibit A: Year: Percentage: 1-5 No Call 6-8 101% Thereafter 100% Not to exceed $10,000.00. The costs of issuance incurred by Borrower, such as Note counsel fees, are payable by Borrower and may be capitalized into the Note upon request. Borrower shall provide the documentation for the Note, subject to final review & approval by Lender. Borrower shall provide an opinion of legal counsel attesting to the legal, valid, binding, and enforceable nature of the Notes. The Lender will use Gilmore & Bell as counsel to review the documents. The Borrower will be required to send the Lender financial statements on an annual basis by agreed upon dates. SNB Confidential Term Sheet 3IPage ASSIGNMENT: IRS CIRCULAR 230 DISCLOSURE: ADVISORY DISCLOSURE: CREDIT APPROVAL: Sterling National Bank (the "Purchaser/Lender") is purchasing the Loan Obligation as a vehicle for making a commercial loan for its own account with the present intent to hold the Loan Obligation to maturity or earlier prepayment, and without any present intent to distribute or sell any interest therein or portion, provided, however, the Purchaser/Lender reserves the right — without the consent of (but with notice to) the Borrower - to assign, transfer or convey the Loan or any interest therein or portion thereof, but no such assignment, transfer or conveyance shall be effective as against the Borrower, unless and until the Purchaser/Lender has delivered to the Borrower written notice thereof that discloses the name and address of the assignee and such assignment, transfer or conveyance shall be made only to (i) an affiliate of the registered owner of the Loan or (ii) banks, insurance companies or other financial institutions or their affiliates. Nothing in the Loan shall limit the right of the Purchaser/Lender or its assignees to sell or assign participation interests in the Loan to one or more entities listed in (i) or (ii). Sterling National Bank will sign an Investment Letter and a sample copy can be provided upon request. Lender and its affiliates do not provide tax advice. Accordingly, any discussion of U.S. tax matters contained herein (including any attachments) is not written or intended to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone unaffiliated with Lender of any of the matters addressed herein or for the purpose of avoiding U.S. tax -related penalties. SNB is not a registered municipal advisor as defined under the Dodd -Frank Wall Street Reform and Consumer Protection Act and its related rules and regulations. In providing this Term Sheet, SNB is not providing any advice, advisory services, or recommendations with respect to the structure, timing, terms, or similar matters concerning an issuance of municipal securities. This Term Sheet is a commercial, arms -length proposal that does not create a fiduciary duty by SNB to the Borrower. The Borrower may engage, separately and at its own cost, an advisor to review this Term Sheet and the proposed transaction on the Borrower's behalf. Although favorably prescreened, the Note is subject to final credit approval by SNB and the negotiation of mutually acceptable documentation. For due diligence, Lender will require Borrower's three (3) most recent audited financial statements, its most recently adopted budget, and any other information that Lender may reasonably require. SNB Confidential Term Sheet 4IPage PROPOSAL EXPIRATION: Unless accepted by the Borrower or extended in writing by SNB at its sole discretion, this Term Sheet shall expire on May 8, 2021. Upon receipt of the signed Term Sheet, we will endeavor to provide you with a timely commitment, and we will use good faith efforts to negotiate and finance the Note based on the terms herein. It is a pleasure to offer this financing proposal and we look forward to your favorable review. Very truly yours, ,-;-r- Mark A. Cargo Managing Director mcargo@snb.com www.snb.com Agreed to and Accepted by: City of Miami, Florida (Name) (Title) (Date) SNB Confidential Term Sheet 5IPage Exhibit A --Sample Amortization Schedule Fu n d i ng Amount: $ 27,000,000.00 Interest Rate: 2.46% Down Payment: $0.00 Closing Date: 6/17/2021 Capitalized Interest: $0.00 Term (years): 19.5 Cost of Issuance: $0.00 Amount Financed: $27,000,000.00 Payment Payment Payment Interest Principal Outstanding Redemption Number Date Amount Component Component Balance Price Principal: 6/17/2021 $27,000,000.00 No Call 1 1/1/2022 $927,889.52 $357,889.52 $570,000.00 2 7/1/2022 $325,089.00 $325,089.00 $0.00 3 1/1/2023 $1,405,089.00 $325,089.00 $1,080,000.00 4 7/1/2023 $311,805.00 $311,805.00 $0.00 5 1/1/2024 $1,416,805.00 $311,805.00 $1,105,000.00 6 7/1/2024 $298,213.50 $298,213.50 $0.00 7 1/1/2025 $1,433,213.50 $298,213.50 $1,135,000.00 $23,110,000.00 No Call 8 7/1/2025 $284,253.00 $284,253.00 $0.00 $23,110,000.00 No CaII 9 1/1/2026 $1,454,253.00 $284,253.00 $1,170,000.00 $21,940,000.00 No Call 10 7/1/2026 $269,862.00 $269,862.00 $0.00 $21,940,000.00 $22,159,400.00 11 1/1/2027 $1,469,862.00 $269,862.00 $1,200,000.00 $20,740,000.00 $20,947,400.00 12 7/1/2027 $255,102.00 $255,102.00 $0.00 $20,740,000.00 $20,947,400.00 13 1/1/2028 $1,490,102.00 $255,102.00 $1,235,000.00 $19,505,000.00 $19,700,050.00 14 7/1/2028 $239,911.50 $239,911.50 $0.00 $19,505,000.00 $19,700,050.00 15 1/1/2029 $1,509,911.50 $239,911.50 $1,270,000.00 $18,235,000.00 $18,417,350.00 16 7/1/2029 $224,290.50 $224,290.50 $0.00 $18,235,000.00 $18,417,350.00 17 1/1/2030 $1,529,290.50 $224,290.50 $1,305,000.00 $16,930,000.00 $17,099,300.00 18 7/1/2030 $208,239.00 $208,239.00 $0.00 $16,930,000.00 $16,930,000.00 19 1/1/2031 $1,548,239.00 $208,239.00 $1,340,000.00 $15,590,000.00 $15,590,000.00 20 7/1/2031 $191,757.00 $191,757.00 $0.00 $15,590,000.00 $15,590,000.00 21 1/1/2032 $1,566,757.00 $191,757.00 $1,375,000.00 $14,215,000.00 $14,215,000.00 22 7/1/2032 $174,844.50 $174,844.50 $0.00 $14,215,000.00 $14,215,000.00 23 1/1/2033 $1,589,844.50 $174,844.50 $1,415,000.00 $12,800,000.00 $12,800,000.00 24 7/1/2033 $157,440.00 $157,440.00 $0.00 $12,800,000.00 $12,800,000.00 25 1/1/2034 $1,607,440.00 $157,440.00 $1,450,000.00 26 7/1/2034 $139,605.00 $139,605.00 $0.00 27 1/1/2035 $1,629,605.00 $139,605.00 $1,490,000.00 28 7/1/2035 $121,278.00 $121,278.00 $0.00 29 1/1/2036 $1,656,278.00 $121,278.00 $1,535,000.00 30 7/1/2036 $102,397.50 $102,397.50 $0.00 31 1/1/2037 $1,677,397.50 $102,397.50 $1,575,000.00 $6,750,000.00 $6,750,000.00 32 7/1/2037 $83,025.00 $83,025.00 $0.00 $6,750,000.00 $6,750,000.00 33 1/1/2038 $1,703,025.00 $83,025.00 $1,620,000.00 $5,130,000.00 $5,130,000.00 34 7/1/2038 $63,099.00 $63,099.00 $0.00 $5,130,000.00 $5,130,000.00 35 1/1/2039 $1,728,099.00 $63,099.00 $1,665,000.00 $3,465,000.00 $3,465,000.00 36 7/1/2039 $42,619.50 $42,619.50 $0.00 $3,465,000.00 $3,465,000.00 37 1/1/2040 $1,752,619.50 $42,619.50 $1,710,000.00 $1,755,000.00 $1,755,000.00 38 7/1/2040 $21,586.50 $21,586.50 $0.00 $1,755,000.00 $1,755,000.00 39 1/1/2041 S1 776 586.50 S21,586.50 $1,755,000.00 Total: $34,386,724.52 $7,386,724.52 $27,000,000.00 $26,430,000.00 No Call $26,430,000.00 No Call $25,350,000.00 No CaII $25,350,000.00 No CaII $24,245,000.00 No Call $24,245,000.00 No Call $11,350,000.00 $11,350,000.00 $11,350,000.00 $11,350,000.00 $9,860,000.00 $9,860,000.00 $9,860,000.00 $9,860,000.00 $8,325,000.00 $8,325,000.00 $8,325,000.00 $8,325,000.00 SNB Confidential Term Sheet Wage II NATIONAL BANK ABOUT — STERLING NATIONAL BANK Sterling Bancorp, of which the principal subsidiary is Sterling National Bank, specializes in the delivery of service and solutions to business owners, their families, and consumers within the communities we serve through teams of dedicated and experienced relationship managers. Sterling National Bank offers a complete line of commercial, business, and consumer banking products and services. In a 2012 annual survey commissioned by Forbes and prepared by Governance Metrics International, a global leader in corporate governance, we were named one of America's 100 Most Trustworthy Companies. Sterling National Bank has origins dating to 1888, and Sterling Bancorp is traded on the New York Stock Exchange under the symbol "STL". For more information about Sterling Bancorp and Sterling National Bank, please visit www.snb.com. The public finance group of Sterling National Bank provides tax-exempt and taxable financing solutions on a nationwide basis for state & local governments, non-profit corporations, and the federal government. Projects financed include virtually all types of essential capital items, including equipment, vehicles, energy efficiency & renewable energy equipment, and real property. Financing terms are tied to the useful life of the capital improvements, and range from 3 to 20 years. Each member of the public finance team has 25 or more years of lending experience, and is committed to the timely closing of awarded transactions. CONTACT INFORMATION For more information about this financing opportunity, please contact: Mark Cargo Managing Director Sterling National Bank Phone: (704) 287-4493 Email: mcargo@snb.com SNB Confidential Term Sheet 7IPage