ERIN MENDENHALL OFFICE OF THE MAYOR Mayor CITY COUNCIL TRANSMITTAL Lisa______________________________ Shaffer (May 11, 2021 17:32 MDT) Date Received: May 11, 2021 Lisa Shaffer, Chief Administrative Officer Date Sent to Council: May 11, 2021 TO: Salt Lake City Council DATE: May 11, 2021 Amy Fowler, Chair Bill Wyatt (May 11, 2021 10:47 MDT) FROM: Bill Wyatt, Salt Lake City Department of Airports, Executive Director SUBJECT: Issuance of Series 2021 Bonds (the “Bonds”) for Financing the Construction of the New SLC International Airport STAFF CONTACTS: Bill Wyatt, Executive Director, 801-575-2408 Brian Butler, Airport Chief Financial Officer, 801-575-2923 DOCUMENT TYPE: Resolution RECOMMENDATION: That the City Council adopt a resolution (the “Bond Resolution”) on June 1, 2021, authorizing and/or approving: (1) the issuance and sale of up to $1,000,000,000 principal amount of Salt Lake City, Airport Revenue Bonds, Series 2021A and Series 2021B (collectively the “2021 Bonds”), and the giving of authority to certain officers to approve the final terms and provisions of and confirm the issuance of the 2021 Bonds within certain parameters set forth in the attached Bond Resolution; (2) certain documents to be entered into by the City in connection with the issuance of the 2021 Bonds or to be used in the marketing of the 2021 Bonds, (3) holding a public hearing on July 13, 2021, with respect to the issuance of the 2021 Bonds and the continued borrowing under the JPMorgan Chase line of credit at tax-exempt rates, and (4) certain other related matters associated with the issuance of the 2021 Bonds. This timeline (the adoption of the Bond Resolution on June 1, 2021, the subsequent publication of the notice of public hearing and the notice of bonds to be issued, and holding a public hearing on July 13, 2021) accommodates the required 30-day contest period to price and close the transaction on or about August 19, 2021. BUDGET IMPACT: This financing will have no impact on the City’s General Fund budget as no General Fund revenues are pledged toward the repayment of the 2021 Bonds. Further, neither the full faith and credit nor the taxing power of the City, the State or any political subdivision or agency of the State is pledged to the payment of the principal of, premium if any, and interest on the 2021 Bonds. Instead, 100% of the debt service on the 2021 Bonds will be paid from the various types of revenues generated at Salt Lake City International Airport (the “Airport). Such revenues include the landing P.O. BOX 145474 451 SOUTH STATE STREET, ROOM 306 WWW.SLCMAYOR.COM SALT LAKE CITY, UT 84114-5474 TEL 801-535-7704 4821-6554-8008.2 ERIN MENDENHALL OFFICE OF THE MAYOR Mayor fees, terminal rentals, and other fees paid by the airlines serving the Airport, as well as various revenues generated from sources other than the airlines. Such non-airline revenues are derived from sources such as parking, rental cars, food and beverage concessions, news and gift concessions, cargo revenues and various types of rental income. The passenger facility charge (“PFC”) revenues that the Airport receives from the $4.50 charge imposed on passengers boarding planes at the Airport will also be applied toward the payment of project costs and debt service on the 2021 Bonds, the Airport’s outstanding bonds and any additional Airport bonds issued in the future. BACKGROUND/DISCUSSION: In 2014, the City entered into a new 10-year Airline Use Agreement (“AUA”) with the airlines serving the Airport. In the AUA, the airlines authorized the City to undertake the full Terminal Redevelopment Program (the “TRP”) planned for the Airport. The Airport offered an extension of the AUA through June 30, 2034, which has been executed by Delta Air Lines. The Airport is currently in discussion with the other Signatory Airlines regarding their execution of the AUA extension. The TRP is a comprehensive and integrated series of projects that will result in the replacement of substantially all of the Airport’s landside and terminal complex facilities. The TRP has a current estimated cost of $2.72 billion. Further, on April 30, 2015, the airlines that are signatories to the AUA voted unanimously to approve construction of the North Concourse Project (the “NCP”). The NCP will be undertaken instead of retaining and renovating the Airport’s existing Concourses B, C and D. The NCP includes an additional concourse with approximately 31 gates and capacity for future expansion, and a connecting tunnel to the main terminal complex. The NCP is estimated to cost $1.73 billion. Phase one of the TRP opened on September 15, 2020, and phase one of the NCP opened on October 27, 2020. Due to the global pandemic of COVID-19, the Airport, in consultation with the airlines, decided to accelerate demolition of the existing facilities and advance the schedule for additional phases of the TRP, including the construction of Concourse A-East. All of the legacy facilities of the old airport have been demolished and construction has commenced on Concourse A-East and the central tunnel. Additionally, construction of the next phases of the NCP, including the central node on Concourse B, as well as eight additional gates, are scheduled to begin in Q1 2022 (July 2021). Proceeds of the Series 2021 bonds will be used to:0 (1) fund a portion of the costs of both the TRP and NCP which is now being referred to as the “New SLC”, (2) repay the current outstanding balance of the Line of Credit, (3) fund capitalized interest on the 2021 Bonds, (4) fund a deposit to the Common Debt Service Reserve Fund, and (5) pay the costs of issuance on the series 2021 bonds. The Airport currently forecasts that additional bonds will be issued in 2023. The Airport currently projects that the $4.45 billion of costs to construct the New SLC, as described above, will be funded from the following sources: P.O. BOX 145474 451 SOUTH STATE STREET, ROOM 306 WWW.SLCMAYOR.COM SALT LAKE CITY, UT 84114-5474 TEL 801-535-7704 4821-6554-8008.2 ERIN MENDENHALL OFFICE OF THE MAYOR Mayor Amounts in Estimated Sources of Funding (millions) Proceeds of 2017 Bonds $925 Proceeds of 2018 Bonds 798 Proceeds of 2021 Bonds 900 Proceeds of Future Bonds 683 Pay-as-you-go Passenger Facility Charges (“PFCs”) 333 Customer Facility Charges (“CFCs”) 200 Federal Grants (AIP and TSA) 191 Airport Internally-Generated Funds 421 Total $4,451 The current interest rate environment provides another favorable opportunity for the financing for the Airport’s very large capital development program. Assuming interest rates remain at their present levels at the time the 2021 Bonds are sold, the City’s municipal advisor and underwriters estimate that the 2021 Bonds will be sold at a true interest cost of approximately 3.5% per annum. The current plan calls for the 2021 Bonds to be sold on or about July 26, 2021. The Designated Officers defined in the attached Bond Resolution are authorized to approve the principal amounts, interest rate(s) and other terms and provisions relating to the 2021 Bonds by executing the Certificate of Determination, a form of which is attached to the Bond Resolution. The Certificate of Determination will need to be signed by the Mayor and Council Chair or their respective designees on the afternoon of the date of pricing and sale of the 2021 Bonds, which is currently scheduled for July 26, 2021. Included in section 11 of the Bond Resolution is a Declaration of Official Intent (Reimbursement of Expenditures) that will allow the Airport to seek reimbursement with proceeds of the Series 2021 Bonds, additional Bonds and/or the JPMorgan Chase line of credit for expenditures previously made with Airport cash related to the TRP and the NCP. This will allow the Airport to have more flexibility when paying for the construction costs of the TRP and the NCP at those times when there is a gap between the paying of construction costs and the Airport’s issuance of debt. The Bond Resolution and draft copies of the Certificate of Determination, the Third Supplemental Trust Indenture, the Preliminary Official Statement, the Bond Purchase Agreement, the Continuing Disclosure Agreement, the Notice of Public Hearing and the Notice of Bonds to Be Issued are included for your review. Please keep in mind that, other than the Bond Resolution, these certificates, documents and notices are preliminary drafts and are subject to change and completion. P.O. BOX 145474 451 SOUTH STATE STREET, ROOM 306 WWW.SLCMAYOR.COM SALT LAKE CITY, UT 84114-5474 TEL 801-535-7704 4821-6554-8008.2 ERIN MENDENHALL OFFICE OF THE MAYOR Mayor Attachments: Bond Resolution Exhibit A: Certificate of Determination Exhibit B: Third Supplemental Trust Indenture Exhibit C: Preliminary Official Statement Exhibit D: Bond Purchase Agreement Exhibit E: Continuing Disclosure Agreement Exhibit F: Notice of Public Hearing Exhibit G: Notice of Bonds to Be Issued P.O. BOX 145474 451 SOUTH STATE STREET, ROOM 306 WWW.SLCMAYOR.COM SALT LAKE CITY, UT 84114-5474 TEL 801-535-7704 4821-6554-8008.2 RESOLUTION NO. _______ OF 2021 A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $1,000,000,000 AGGREGATE PRINCIPAL AMOUNT OF ONE OR MORE SERIES OF AIRPORT REVENUE BONDS (THE “SERIES 2021 BONDS”) FOR THE PURPOSE OF FINANCING AND REFINANCING CERTAIN CAPITAL IMPROVEMENTS TO THE SALT LAKE CITY INTERNATIONAL AIRPORT; GIVING AUTHORITY TO CERTAIN OFFICIALS AND OFFICERS TO APPROVE THE FINAL TERMS AND PROVISIONS OF THE SERIES 2021 BONDS WITHIN THE PARAMETERS SET FORTH HEREIN; AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF A THIRD SUPPLEMENTAL TRUST INDENTURE, A BOND PURCHASE AGREEMENT AND A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING AND APPROVING PRELIMINARY AND FINAL OFFICIAL STATEMENTS AND THE DISTRIBUTION THEREOF; PROVIDING FOR THE PUBLICATION OF A NOTICE OF PUBLIC HEARING AND A NOTICE OF BONDS TO BE ISSUED; PROVIDING FOR THE RUNNING OF A CONTEST PERIOD; AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY FOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION; AND RELATED MATTERS.