73580000 Midtown Miami Community Development
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NEW ISSUE - BOOK-ENTRY-ONLY NOT RATED LIMITED OFFERING In the opinion of Bond Counsel, assuming continuing compliance with certain tax covenants, interest on the Series 2004A Bonds is excluded from gross income for federal income tax purposes under existing statutes, regulations, rulings and court decisions. Interest on the Series 2004A Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. However, see “TAX MATTERS” herein for a description of the alternative minimum tax on corporations and certain other federal tax consequences of ownership of the Series 2004A Bonds. Bond Counsel is further of the opinion that the Series 2004A Bonds and income thereon, are exempt from taxation under the laws of the State of Florida, except as to estate taxes and taxes imposed by Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined in Chapter 220. For a more complete discussion of tax aspects, see “TAX MATTERS” herein. $73,580,000 MIDTOWN MIAMI COMMUNITY DEVELOPMENT DISTRICT (Miami-Dade County, Florida) Special Assessment and Revenue Bonds, Series 2004A (Parking Garage Project) Dated: Date of Delivery Due: May 1, as shown below The Midtown Miami Community Development District (Miami-Dade County, Florida) Special Assessment and Revenue Bonds, Series 2004A (Parking Garage Project) (the “Series 2004A Bonds”) are being issued by Midtown Miami Community Development District (the “District”) in fully registered form, without coupons, in denominations of $5,000 and integral multiples thereof; provided, however, that the Series 2004A Bonds will be deliverable to the initial purchasers thereof only in minimum amounts of $100,000 or integral multiples of $5,000 in excess of $100,000. The Series 2004A Bonds will bear interest at the rates set forth below, calculated on the basis of a 360-day year comprised of twelve thirty-day months, payable semi-annually on each May 1 and November 1, commencing November 1, 2004. The Series 2004A Bonds, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York. Purchases of beneficial interests in the Series 2004A Bonds will be made in book-entry-only form and purchasers of beneficial interests in the Series 2004A Bonds will not receive physical bond certificates. For so long as the book-entry only system is maintained, the principal of, premium, if any, and interest on the Series 2004A Bonds will be paid from the sources described herein by Wachovia Bank, National Association, as trustee (the “Trustee”), to DTC as the registered owner thereof. Disbursement of such payments to the DTC Participants is the responsibility of DTC and disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and Indirect Participants, as more fully described herein. Any purchaser, as a beneficial owner of a Series 2004A Bond, must maintain an account with a broker or dealer who is, or acts through, a DTC Participant in order to receive payment of the principal of, premium, if any, and interest on such Series 2004A Bond. See “BOOK-ENTRY ONLY SYSTEM” herein. Proceeds of the Series 2004A Bonds will be used to provide funds for (i) the payment of a portion of the costs of the construction of certain parking facilities, public open space and other public improvements within the District (as more particularly described herein, the “Series 2004A Project”), (ii) the payment of interest on the Series 2004A Bonds through November 1, 2007, (iii) the funding of the Series 2004A Debt Service Reserve Account and (iv) the payment of the costs of issuance of the Series 2004A Bonds. See “PLAN OF FINANCE,” “THE SERIES 2004A PROJECT” and “APPENDIX C – Form of Indenture” herein. The District is a special-purpose government of the State of Florida, created in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”) and Section 1.10(A)(21) of the Miami-Dade Home Rule Charter, by Ordinance No. 03-271, enacted by the Board of County Commissioners of Miami-Dade County, Florida on December 16, 2003. The Series 2004A Bonds are being issued pursuant to the Act, and a Master Trust Indenture dated as of July 1, 2004, as supplemented by a First Supplemental Trust Indenture dated as of July 1, 2004 (collectively, the “Indenture”), both entered into by and between the District and the Trustee. Capitalized terms not otherwise defined herein will have the meaning assigned to them in the Interlocal Agreement (defined herein) or the Indenture. The Series 2004A Bonds are secured by a pledge of the Pledged Revenues. The Pledged Revenues consist of (a) all revenues received by the District under the Interlocal Agreement dated May 28, 2004 among the City of Miami, Florida (the “City”), Miami-Dade County, Florida (the “County”) and the District (the “Interlocal Agreement”) and deposited in the Series 2004A Subaccount within the Revenue Fund pursuant to the Indenture, as further described herein, (b) all revenues received by the District from Special Assessments levied and collected on all or a portion of the District Lands with respect to the Series 2004A Bonds, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Special Assessments or from the issuance and sale of tax certificates with respect to such Special Assessments, and (c) all moneys on deposit in the Funds and Accounts established under the Indenture for the Series 2004A Bonds; provided, however, that Pledged Revenues will not include (i) any moneys transferred to the Rebate Fund, or investment earnings thereon, and (ii) “special assessments” levied and collected by the District under Section 190.022, Florida Statutes, for maintenance purposes or “maintenance special assessments” levied and collected by the District under Section190.021(3), Florida Statutes. The lien on the Special Assessments will be on a parity with other debt of the District being issued contemporaneously with the Series 2004A Bonds, as described herein. See “PLAN OF FINANCE” and “SECURITY FOR THE SERIES 2004A BONDS,” herein. The Series 2004A Bonds are subject to optional, mandatory and extraordinary mandatory redemption at the times, in the amounts, and at the redemption prices more fully described herein under the caption “DESCRIPTION OF THE SERIES 2004A BONDS — Redemption Provisions.” The Series 2004A Bonds authorized under the Indenture and the obligation evidenced thereby will not constitute a lien upon any property of or within the District, including, without limitation, the Series 2004A Project or any portion thereof in respect of which any such bonds are being issued, or any part thereof, but will constitute a lien only on the Pledged Revenues as set forth in the Indenture. Nothing in the Series 2004A Bonds or in the Indenture will be construed as obligating the District to pay the Series 2004A Bonds or the redemption price thereof or the interest thereon except from the Pledged Revenues, or as pledging the faith and credit of the District, the City, the County, or the State of Florida or any political subdivision thereof, or as obligating the District, the City, the County, or the State of Florida or any of its political subdivisions, directly or indirectly or contingently, to levy or to pledge any form of taxation whatever therefor. The purchase of the Series 2004A Bonds involves a degree of risk (See “BONDHOLDERS’ RISKS” herein) and is not suitable for all investors (See “SUITABILITY FOR INVESTMENT” herein). The Underwriter is limiting this Offering to “Accredited Investors” within the meaning of Chapter 517, Florida Statutes, as amended and the rules of the Florida Department of Financial Services promulgated thereunder; the limitation of the initial offering to Accredited Investors does not denote restrictions of transfer in any secondary market for the Series 2004A Bonds. The Series 2004A Bonds are not credit enhanced or rated and no application has been made for a rating with respect to the Series 2004A Bonds. Amounts, Maturities, Interest Rates, Price or Yield and Initial Cusip Numbers $25,100,000, 6.00% Term Bonds Due May 1, 2024 Price 100% Initial Cusip Number 59807P AA3 $48,480,000, 6.25% Term Bonds Due May 1, 2037 Yield 6.30% Initial Cusip Number 59807P AB1 ____________________________ This cover page contains certain information for quick reference only. It is not a summary of the Series 2004A Bonds. Investors must read this entire Limited Offering Memorandum to obtain information essential to the making of an informed investment decision. ____________________________ The Series 2004A Bonds are offered for delivery when, as and if issued by the District and accepted by the Underwriter, subject to the receipt of the opinion of Greenberg Traurig, P.A., Miami, Florida, Bond Counsel, as to the validity of the Series 2004A Bonds and the excludability of interest thereon from gross income for federal income tax purposes. Certain legal matters will be passed upon for the Underwriter by its counsel, Squire, Sanders & Dempsey L.L.P., Miami, Florida, for the District by its counsel, Billing, Cochran, Heath, Lyles, Mauro & Anderson, P.A., Fort Lauderdale, Florida for Midtown Partners, LLC by its counsel, Greenberg Traurig, P.A., Miami, Florida, for DDR Miami Avenue LLC by its counsel, Broad and Cassel, Boca Raton, Florida and for the Trustee by its counsel, Holland & Knight LLP, Miami, Florida. Dunlap & Associates, Inc., Winter Park, Florida, and Fidelity Financial Services, L.C., Hollywood, Florida, serve as co-financial advisors to the City. It is expected that the Series 2004A Bonds will be delivered in book-entry form through the facilities of DTC on or about July 28, 2004. July 16, 2004 MIDTOWN MIAMI COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS Deborah Samuel Michael Ullian Richard Forrest Linda Nickels Aaron Newman DISTRICT MANAGER Severn Trent Services, Inc.