HomeMy WebLinkAboutExhibit BComposite Exhibit B
Proposal of Branch Banking and Trust Company, dated February 6, 2018
Governmental Finance
1201 Main Street 7th Floor
Suite 700
Columbia, SC 29201
Office: (803) 251-1328
February 15, 2018
Munirah Daniel
Assistant Finance Director
City of Miami
3500 Pan American Drive
Miami, FL 33133
Dear Ms. Daniel:
Branch Banking and Trust Company (`BB&T") is pleased to offer this proposalt for the financing requested by
the City of Miami ("City").
(1) Project: Special Obligation Refunding Note, Series 2018
(2) Amount to Be Financed: $18,000,000
(3) Interest Rates, Financing Terms and Corresponding Payments:
Final Maturity
Taxable Rate
July 1, 2027
3.75%
Interest payments shall be due semiannually commencing July 1, 2018, and shall continue each January 1 and
July 1 thereafter through final maturity. Principal payments shall be due annually commencing July 1, 2019 and shall
continue each July I thereafter through final maturity. Interest on the principal balance of the Bond shall accrue based on
a 3 0/3 60 day count basis. BB&T must approve of the final amortization schedule.
The stated interest rate is valid for a closing no later than March 22, 2018. Closing of the financing is contingent
upon completing documentation acceptable to BB&T and its counsel.
Our legal review fee for this transaction is $7,500. All applicable taxes, permits, costs of counsel for the City and
any other costs shall be the City's responsibility and separately payable by the City. The transaction will be prepayable in
whole with a one percent prepayment penalty. As an alternative, the City may choose for the transaction to be
noncallable until July 1, 2022 then prepayable in whole at any time without penalty thereafter.
BB&T will require audited financial statements to be delivered within 270 days after the conclusion of each
fiscal year-end throughout the term of the financing.
Any amount due hereunder not paid when due shall bear interest at a default rate equal to the interest rate on the
Series 2018 Note plus 2% per annum from and after five (5) days after the date due.
(4) Financing Documents:
It shall be the responsibility of the City to retain and compensate counsel to appropriately structure the financing
documents according to Florida State statutes. BB&T shall also require the City to provide an unqualified bond counsel
opinion. BB&T and its counsel reserve the right to review and approve all documentation before closing. BB&T will not
be required to present the Bond for any payment associated with this transaction.
(5) Security:
The Note will be payable from and secured by a lien upon and pledge of (i) the City's portion of the proceeds of
the Convention Development Tax allocated under an interlocal agreement with Miami -Dade City, (ii) all parking fees and
charges received by the City from the Stadium Operator with respect to the parking garage pursuant to the Parking
Agreement, and (iii) 80% of the City's Parking Surcharge which is derived from the parking garage in connection with
the parking revenues.
BB&T shall have the right to cancel this offer by notifying the City of its election to do so (whether or not this
offer has previously been accepted by the City) if at any time prior to the closing there is a material adverse change in the
City's financial condition, if we discover adverse circumstances of which we are currently unaware, if we are unable to
agree on acceptable documentation with the City or if there is a change in law (or proposed change in law) that changes
the economic effect of this financing to BB&T.
BB&T appreciates the opportunity to present this financing scenario to the City. Please call me at (803) 251-
1328 with your questions and comments. We look forward to hearing from you.
Sincerely,
Branch Banking and Trust Company
Andrew G. Smith
Senior Vice President