PRELIMINARY OFFICIAL STATEMENT DATED APRIL 28, 2021 Fer, Fer, NEW ISSUE – BOOK ENTRY ONLY RATINGS: Fitch: “AA-” S&P: “AA-” Statement
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PRELIMINARY OFFICIAL STATEMENT DATED APRIL 28, 2021 fer, fer, NEW ISSUE – BOOK ENTRY ONLY RATINGS: Fitch: “AA-” S&P: “AA-” Statement Interest on the Bonds (described herein) will not be excludable from gross income for federal income tax purposes. See “TAX MATTERS” herein. CITY OF EL PASO DOWNTOWN DEVELOPMENT CORPORATION $26,995,000* diction in which such of such which in diction SPECIAL REVENUE REFUNDING BONDS, TAXABLE SERIES 2021 (DOWNTOWN BALLPARK VENUE PROJECT) o the time the Official Official the time o the Dated: Date of Delivery Due: August 15, as shown on page ii The $26,995,000* “City of El Paso Downtown Development Corporation, Special Revenue Refunding Bonds, Taxable Series 2021 (Downtown Ballpark Venue Project)” (the “Bonds”) are being issued by the City of El Paso Downtown Development Corporation (the “Corporation”) pursuant to the laws of the State of Texas (the “State”), including particularly Chapter 1207 of the Texas Government Code, as amended, a resolution adopted by the Board of Directors (the “Board”) of the Corporation on April 13, 2021 (the “Resolution”), an ordinance adopted by the City Council (the “City Council”) of the City of El Paso, Texas (the “City”) on April 13, 2021, and a Third Supplement to Trust Agreement, dated as of June 1, 2021 (the “Third Supplement”), between the Corporation and Wells Fargo Bank, National Association, Dallas, Texas, as trustee thereunder (the “Trustee”). In the Resolution, the Board delegated to certain officers (each, a “Pricing Officer”) of the Corporation authority to complete the sale of the Bonds. The terms of the sale of the Bonds will be set forth in an approval certificate of the Pricing Officer and included in the Third Supplement and a Bond Purchase Agreement between the Corporation and the underwriters of the Bonds shown below (the “Underwriters”). See “THE BONDS – Authority for Issuance” herein. The Third Supplement supplements the terms of the Trust Agreement Relating to the City of El Paso, Texas, Downtown Ballpark Venue Project Financing, dated as of August 1, 2013, as amended by a First Amendment to Trust Agreement dated as of October 15, 2013, and as supplemented by a First Supplement to Trust Agreement, dated as of May 1, 2016, and a Second Supplement to Trust Agreement, dated as of July 17, 2020 (collectively, as amended and supplemented the “Original Trust Agreement”), by and between the Corporation and the Trustee. The Third Supplement and the Original Trust Agreement are collectively referred to herein as the “Trust Agreement.” Interest on the Bonds, calculated on the basis of a 360-day year composed of twelve 30-day months, will accrue from their date of initial delivery to the Underwriters, and is payable on February 15 and August 15 of each year, commencing August 15, 2021, until stated maturity or prior redemption. The definitive Bonds will be issued as fully-registered obligations, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for so long as the Bonds are maintained in DTC’s Book-Entry-Only System. Book-entry interests in the Bonds will be made available for purchase in principal amounts of $5,000 or any integral multiple thereof within a maturity. Purchasers of the Bonds (the “Beneficial Owners”) will not receive physical delivery of certificates representing their interest in the Bonds. So long as DTC or its nominee is the Registered Owner (defined herein) of the Bonds, the principal of and interest on the Bonds will be payable by the Trustee to the securities depository, which will in turn remit such principal and interest to its participants, which will in turn remit such principal and interest to the Beneficial Owners. See “REGISTRATION, TRANSFER AND EXCHANGE – Book-Entry- Only System” herein. The Corporation is issuing the Bonds to (i) refund a portion of the Corporation’s presently outstanding, tax-exempt, special revenue bonds for debt service savings (the “Refunded Obligations”), and (ii) pay costs of issuance. See “PLAN OF FINANCE – Purpose of the Bonds” and “SCHEDULE I – Schedule of Refunded Obligations” herein. The downtown ballpark venue which was originally financed in part with the proceeds of the Refunded Obligations (the “Project”) is a municipally-owned ballpark and related facilities within El Paso’s downtown area which currently serves as the home of the El Paso Chihuahuas (the “Team”), the ce. These securities maynot besold nor may offerstobuy be accepted prior t Triple A Minor League Professional Baseball Franchise of the San Diego Padres. Pursuant to the terms of the Master Lease Agreement, dated as of August 1, 2013, as amended by the First Amendment to Master Lease Agreement, dated as of May 1, 2016, and a Second Amendment to Master Lease Agreement, dated July 17, 2020 (collectively, as amended, the “Original Lease Agreement”), the Corporation obtained a leasehold estate in the Project from the City (the “Primary Lease”) and the solicitation of an offer to buy, nor shall there be any sale of these securities in any juris any in securities these of sale be any there shall nor buy, to offer an of solicitation the immediately subleased the Project back to the City (the “Sublease”). In connection with the issuance of the Bonds, the City and the Corporation have entered into a Third Amendment to Master Lease Agreement dated as of June 1, 2021 (the “Lease Amendment”). The Lease Amendment and the Original Lease Agreement are collectively referred to herein as the “Lease Agreement.” The principal of, premium, if any, and interest on the Bonds are secured by and payable from the “Trust Estate” created and existing under the Trust Agreement, which consists primarily of lease payments (the “Lease Payments”) to be made by the City to the Corporation pursuant to the terms of the Lease Agreement. The Lease Payments are due at such times and in such amounts as will be required to permit the Corporation’s timely payment of the principal of and interest on the Bonds. THE BONDS ARE PAYABLE SOLELY FROM LEASE PAYMENTS TO BE MADE BY THE CITY. THE BONDS SHALL NEVER CONSTITUTE AN INDEBTEDNESS OR GENERAL OBLIGATION OF THE CORPORATION, THE STATE, THE CITY, OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE, WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION WHATSOEVER, BUT THE BONDS SHALL BE A LIMITED OR SPECIAL OBLIGATION OF THE CORPORATION PAYABLE SOLELY FROM THE FUNDS PROVIDED THEREFOR AS PROVIDED IN THE TRUST AGREEMENT. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE, THE CITY, OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF THE BONDS OR THE INTEREST OR ANY PREMIUM THEREON OR OTHER COSTS INCIDENT THERETO. NEITHER THE MEMBERS OF THE BOARD NOR ANY PERSON EXECUTING THE BONDS SHALL BE LIABLE PERSONALLY ON THE BONDS BY REASON OF THE ISSUANCE THEREOF. THE OBLIGATION OF THE CITY TO MAKE LEASE PAYMENTS IS A CURRENT EXPENSE OF THE CITY, PAYABLE SOLELY FROM FUNDS ANNUALLY APPROPRIATED BY THE CITY FOR SUCH USE FROM ANY UNENCUMBERED AND LAWFULLY AVAILABLE FUNDS TO THE PAYMENT THEREOF. THERE CAN BE NO ASSURANCE THAT THE CITY WILL ANNUALLY APPROPRIATE PAYMENTS UNDER THE LEASE AGREEMENT. IF THE LEASE AGREEMENT IS TERMINATED, THE CITY WILL HAVE NO FURTHER OBLIGATION TO MAKE LEASE PAYMENTS REGARDLESS OF WHETHER ANY BONDS REMAIN OUTSTANDING. THE LEASE AGREEMENT AND THE OBLIGATIONS OF THE CITY THEREUNDER DO NOT CONSTITUTE A PLEDGE, LIABILITY, OR A CHARGE UPON THE FUNDS OF THE CITY AND DO NOT CONSTITUTE A DEBT OR GENERAL OBLIGATION OF THE STATE, THE CITY, THE CORPORATION, OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE. The agreements of the City, the Corporation, and others related to the Bonds are contained solely in the contracts described herein. Neither this Official Statement nor any other statement made in connection with the offer or sale of the Bonds is to be construed as constituting an agreement with the purchasers of the Bonds. INVESTORS SHOULD READ THE ENTIRE OFFICIAL STATEMENT, INCLUDING SCHEDULE I AND THE APPENDICES ATTACHED HERETO, TO OBTAIN INFORMATION ESSENTIAL TO MAKING AN INFORMED INVESTMENT DECISION. Ownership of the Bonds results in the assumption of certain risks by the holder thereof, some of which are described herein under the captions “INFECTIOUS DISEASE OUTBREAK – COVID-19” and “INVESTOR CONSIDERATIONS”. SEE INSIDE COVER PAGE FOR STATED MATURITIES, PRINCIPAL AMOUNTS, MATURITY AMOUNTS, INTEREST RATES, OFFERING YIELDS, CUSIP NUMBERS, AND REDEMPTION PROVISIONS FOR THE BONDS The Bonds are offered for delivery, when, as, and if issued and received by the Underwriters and are subject to the approving opinion of the Attorney General of the State of Texas and the legal opinion of Norton Rose Fulbright US LLP, Dallas, Texas, as Bond Counsel. See “LEGAL MATTERS” herein. Certain legal matters will be passed upon for the Underwriters by their Counsel, Bracewell LLP, Austin, Texas. The Bonds are expected to be available for delivery through the services of DTC on or about June 8, 2021. J.P. MORGAN CITIGROUP RAMIREZ & CO., INC. RAYMOND JAMES This Preliminary Official Statement andthe information contained herein are subject to completion and amendment without noti or to offer sell an constitute Statement Official Preliminary this shall no circumstances Under form. in final is delivered solicitation or sale would be unlawful prior to registrationor qualification under the securities laws of such jurisdiction. __________________ * Preliminary, subject