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IDOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF WESTSIDE TAD/ENTERPRISE ZONE GULCH DEVELOPMENT Fact Sheet

PROJECT DESCRIPTION: A Development Snapshot of the Atlanta Gulch Project is as follows:

● The Atlanta Gulch Vision: transforming nearly 40 acres of undeveloped land into approximately 35 usable acres (12-15 connected and dynamic new city blocks) of new infrastructure, roads, sidewalks, open space, and city parks.

● Largest transit-oriented project in and the State of , bookended by two MARTA stations, and near a third (Garnett Street MARTA Station).

● Project design includes significant engineering required to raise the area by approximately 40 feet to meet the height of the existing street grid (estimated cost: $400 MM- $500 MM). ● Minimum investment of $400 MM.

● Material construction must commence within 18 months of closing.

LOCATION: The “Atlanta Gulch Area” or the “Gulch”, which is a under-developed area of Atlanta, Georgia, which is ground level with elevated streets that surround and is bounded by Martin Luther King, Jr. on the south, railroad lines and Mercedes Benz Stadium on the west, CNN Center to the east, and Ted Turner Drive to the South. (See the attached photograph of showing the existing conditions of the area.)

PROJECT OWNER: CIM (via a Special Purpose Entity Established for the Project, Spring Street (Atlanta), LLC)

FUNDING SOURCES: The State initially cleared the path for the realization of the Atlanta Gulch Vision by adopting legislation which allows for the exemption of new retail in areas with the characteristics of this project from 5% of the otherwise applicable sales tax (4% of State sales tax and 1% of local sales tax). The Department of Community Affairs approved the Atlanta Gulch Area as eligible for this new “Enterprise Zone” or “EZ” treatment. In turn, in 2017 the Atlanta City Council passed legislation which designated the Atlanta Gulch Area as an EZ for purposes of this new State law.

The City Council and the Mayor have approved the implementation of an infrastructure fee in lieu of the exempted sales tax, and the pledge of same to the Gulch Area EZ Bonds, in aggregate principal amount of

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NTE $1.25 Billion, which bonds would be issued by the DDA (subject to the DDA’s approval).

The remainder of the financing program for the Project (the “Program”) entails the issuance of Gulch Area (Westside) TAD Bonds (City of Atlanta is the Issuer and IA is the Co-Redevelopment Agent with DDA) in the aggregate principal amount of NTE $40,000,000 (20% of which is allocable to the Westside Neighborhoods), and up to $625,000,000 in Supplemental Annual Award Payments (less the principal amount of the Developer’s portion of the Gulch Area (Westside) TAD Bonds estimated at $32,000,000).

$32,000,000*/** (Not To Exceed Amount of 12.5% of total project costs) of Westside TAD Draw-Down Bonds allocable to the Atlanta Gulch Project, and $8,000,000* (Not To Exceed Amount) of Westside TAD Draw-Down Bonds allocable to the Westside Neighborhoods (the “Gulch Area (Westside) TAD Bonds”).

Not to Exceed $625,000,000** in Annual Pay-As-You-Go funding support (“Supplemental Annual Award Payments”), subject to creation of sufficient positive tax allocation increments in the Gulch Area (only) by the Project to cover debt service on the above Gulch Area (Westside) TAD Bonds and any requested disbursements of such Supplemental Annual Payments.

No Westside TAD increment from the non-Gulch Area of the Westside TAD will serve as a source of repayment or security for the Gulch Area (Westside) TAD Bonds or the Supplemental Annual Payments.

*Based on issuance of the maximum amount of TAD Bonds. **Supplemental Annual Award Payments are reduced by the principal amount of the Developer Gulch Area (Westside) TAD Bonds (but not the interest), and the combination of the Supplemental Annual Award Payments and the Developer-owned Gulch Area (Westside) TAD Bonds will not exceed 12.5% of Reimbursable Projects Costs

ADDITIONAL PROJECT Full Realization of the Atlanta Gulch Vision is estimated to feature the FEATURES build out of 7 - 12 MM sq. feet (minimum of 4 MM sq. feet) of mixed- use development, including:

● Office: up to 9.3 million square feet ● Retail: up to 1.0 million square feet ● Residential: up to 940,000 square feet ● Hotel: up to 750,000 square feet ● Unlocking the potential for an area which has been subject to various redevelopment and planning efforts for more the 4 decades ● Connecting the downtown area of the City with areas such as the Historic West End and other areas of the Westside of the City which have not shared equitably, to date, in the City’s redevelopment fortunes.

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Highlight of Other Community Benefits

● Up to $8 MM of new funding for the Westside Neighborhoods ● $2 MM for job training and recruitment for City residents ● $12 MM for city-wide economic development ● $28 MM for city-wide affordable housing ● A Jobs Plan which includes living wages ● Greater of 200 or 20% of all residential units dedicated to affordable/workforce housing for 99 years with another 10% available to families/individuals at or below 30% of AMI subject to AH Voucher support.

APPROVAL REQUEST Because the City of Atlanta is the issuer of tax allocation district bonds, is being asked to advance the Gulch Project by entering into the following agreements:

• A Gulch Area TAD Development Agreement between the City of Atlanta, Spring Street (Atlanta), LLC (the “Developer”) and The Atlanta Development Authority. • Draw-Down Bond Purchase Agreement between the City of Atlanta, Regions Bank (as trustee), the Developer and The Atlanta Development Authority (relating to the 20% Westside Neighborhood funding allocation).

Notably, IA would perform various oversight and monitoring functions relating to the implementation of the affordable housing, community and other initiatives included in the TAD Development Agreement as well as the approval of “Reimbursable Project Costs” (that is, the 12.5% of total project costs which are eligible under the Redevelopment Powers Law). The Westside Neighborhood funding commitment will be realized by IA serving as the holder of 20% of the Gulch Area (Westside) TAD Bonds delivered as development and relating “draws” take place.

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FUNDING USES:

PROJECT CIM TAD/EZ FUNDS TOTAL COSTS Gulch Area Development 68.5% 12.5% - Up to $5 Billion (projected) Combination of TAD Bonds (up to $32 MM) and Supplemental Annual Award Payments (up to $625 MM) AND 20% EZ Bonds (up to $1,250 MM)

DEVELOPMENT TEAM: ROLE FIRM or ENTITY CIM through Spring Street (Atlanta), Developer LLC

Issuer City of Atlanta Co-Redevelopment Agents Invest Atlanta and the DDA

Counsel to IA Greenberg Traurig, LLP Counsel to the City/DDA Bond Counsel Hunton Andrews Kurth

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Conceptual Rendering of the Gulch (developed)

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The “Gulch Area” (Existing Condition) Tax-Parcel ID

14 007800110518 14 007800100238 14 007800100246 14 007800100261 14 007800110518 14 0078 LL0074 14 007800110500 14 0078 LL0033 14 0078 LL0041 14 0078 LL0025 14 007700020643 14 007700020676 14 0078 LL0017 14 007800090413 14 007800090405 14 007800090314 14 007700010016 14 008400040675 14 007700010032 14 007700010206 14 007700010156 14 007700010081 14 007700010107 14 007700010115 14 007700010123 14 007700010131 14 007700050350 14 007700050038

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