088-24 - OFFICIAL NOTICE OF BOND SALE PULASKI COUNTY COURTHOUSE BUILDING CORPORATION
OFFICIAL NOTICE OF BOND SALE
PULASKI COUNTY COURTHOUSE BUILDING CORPORATION
LEASE RENTAL REVENUE BONDS, SERIES 2024
NOTICE IS HEREBY GIVEN that sealed bids will be received on behalf of the Pulaski County Courthouse Building Corporation (the “Corporation”), in care of the Corporation’s financial advisor, Baker Tilly Municipal Advisors, LLC (the “Financial Advisor”), 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240, telephone (317) 465-1500, facsimile (317) 465-1550, email Jason.Semler@bakertilly.com, on May 16, 2024 until 11:00 A.M. EST for the purchase of the bonds of the Corporation designated as “Pulaski County Courthouse Building Corporation Lease Rental Revenue Bonds, Series 2024” (the “2024 Bonds”) in an aggregate principal amount of $12,750,000 (preliminary subject to change), bearing interest at a rate or rates not exceeding 6.50% per annum. The results of the sealed, non-electronic bids received shall be compared to the electronic bids received by the Corporation. It is anticipated that the closing date on the 2024 Bonds will be June 6, 2024.
TYPES OF BIDS ALLOWED. Bids may be submitted electronically via PARITY in accordance with this Notice of Bond Sale, until 11:00 A.M. local time (EST) on the date of sale, but no bid will be received after the time for receiving bids specified above. To the extent any instructions or directions set forth in PARITY conflict with this Notice of Bond Sale, the terms of this Notice of Bond Sale shall control. For further information about PARITY, potential bidders may contact the Financial Advisor or i-Deal LLC at 1359 Broadway, 2nd Floor, New York, New York 10018, telephone (212) 849-5021. Sealed bids may be submitted to the Financial Advisor at the mailing address, email address or facsimile number described above until 11:00 A.M. local time (EST) on the date of the sale.
FORM, MATURITY AND PAYMENT OF BONDS. Interest on the 2024 Bonds shall be calculated on the basis of twelve (12) thirty (30)-day months for a three hundred and sixty (360)-day year and shall be payable semiannually on January 15 and July 15 in each year, commencing July 15, 2025. The 2024 Bonds will be issued as fully registered bonds in either certificated form or in book-entry-only form (as selected by the successful bidder) in either denominations of $5,000 each or any integral multiple thereof or minimum denominations of $100,000 each and any multiple of $1,000 above such minimum denomination, as selected by the successful bidder, not exceeding the aggregate principal amount of the 2024 Bonds maturing on the applicable principal payment date, and when issued, will be registered in the name of the successful bidder or if the successful bidder determines to have such 2024 Bonds issued in book-entry-only form, then in the name of CEDE & Co., as nominee for The Depository Trust Company (“DTC”), New York, New York. If book-entry-only form is selected by the successful bidder, the purchasers of beneficial interests in the 2024 Bonds (the “Beneficial Owners”) will not receive physical delivery of bond certificates and ownership by the Beneficial Owners will be evidenced by book-entry only. As long as Cede & Co. is the registered owner of the 2024 Bonds as nominee of DTC, payments of principal and interest will be made directly to such registered owner, which will in turn, remit such payments to the DTC Participants for subsequent disbursement to the Beneficial Owners. None of the Corporation, Pulaski County, Indiana (the “County”), and The First National Bank of Monterey, as the trustee, registrar and paying agent (the “Trustee,” the “Registrar” and the “Paying Agent”), under a Trust Indenture, dated as of December 1, 2023 (the “Indenture”), by and between the Corporation and the Trustee, shall have any liability for the failure of DTC or any DTC Participant to remit the payment or provide any notice to any Beneficial Owner.
The 2024 Bonds will mature on January 15 and July 15 as follows:
Date* Amount* Date* Amount*
1/15/2026 185,000 7/15/2035 345,000
7/15/2026 245,000 1/15/2036 345,000
1/15/2027 255,000 7/15/2036 360,000
7/15/2027 260,000 1/15/2037 360,000
1/15/2028 260,000 7/15/2037 370,000
7/15/2028 270,000 1/15/2038 375,000
1/15/2029 270,000 7/15/2038 385,000
7/15/2029 280,000 1/15/2039 390,000
1/15/2030 280,000 7/15/2039 405,000
7/15/2030 290,000 1/15/2040 405,000
1/15/2031 290,000 7/15/2040 415,000
7/15/2031 300,000 1/15/2041 425,000
1/15/2032 300,000 7/15/2041 440,000
7/15/2032 310,000 1/15/2042 440,000
1/15/2033 310,000 7/15/2042 460,000
7/15/2033 320,000 1/15/2043 460,000
1/15/2034 320,000 7/15/2043 480,000
7/15/2034 330,000 1/15/2044 480,000
1/15/2035 335,000
*Preliminary, subject to change. The Corporation reserves the right to make adjustments to the final maturity schedule based on the final interest rate.
The Corporation reserves the right to adjust principal amounts within maturities to achieve approximate level annual debt service levies of the County based upon the rates bid by the successful bidder, the County’s current debt service levy and the County’s anticipated debt service fund levy during the term of the 2024 Bonds.
All payments of interest on the 2024 Bonds will be paid by check or draft mailed one business day prior to each interest payment date, to the registered owners of the 2024 Bonds as of the first (1st) day of the month in which such interest is payable at the address as it appears on the registration books kept by the Registrar as of the first (1st) day of the month of the interest payment date or at such other address as is provided to the Registrar & Paying Agent in writing by such registered owner. Principal on the 2024 Bonds will be payable at the principal corporate trust office of the Trustee. Notwithstanding the foregoing, so long as DTC or its nominee is the registered owner of the 2024 Bonds, principal of and interest on the 2024 Bonds will be paid directly by the Trustee to DTC as provided hereinabove.
The 2024 Bonds may be transferred or exchanged at the designated corporate trust office of the Registrar and Paying Agent, subject to the terms and conditions of the Indenture.
REDEMPTION PROVISIONS. The 2024 Bonds maturing on or after January 15, 2035, are redeemable prior to maturity at the option of the Corporation in whole or in part in any order of maturity as determined by the Corporation and by lot within maturities, on any date not earlier than July 15, 2034, at face value plus accrued interest to the date fixed for redemption and without any redemption premium.
Upon the election of the successful bidder, any of the 2024 Bonds may be issued as term bonds subject to mandatory sinking fund redemption on January 15 and July 15 of the year set forth above at 100% of the face value in accordance with the final maturity schedule provided to the purchaser.
Notice of any redemption will be mailed by first class mail by the Trustee not less than 30 days prior to the date selected for redemption to the registered owners of all 2024 Bonds to be redeemed at the address shown on the registration books of the Trustee; provided, however, that failure to give such notice by mailing or a defect in the notice or the mailing as to the 2024 Bonds will not affect the validity of any proceedings for redemption as to any other 2024 Bonds for which notice is adequately given. Notice having been mailed, the 2024 Bonds designated for redemption will, on the date specified in such notice, become due and payable at the then applicable redemption price. On presentation and surrender of such 2024 Bonds in accordance with such notice at the place at which the same are expressed in such notice to be redeemable, such 2024 Bonds will be redeemed by the Trustee. From and after the date of redemption so designated, unless default is made in the redemption of the 2024 Bonds upon presentation, interest on the 2024 Bonds designated for redemption will cease.
With respect to any optional redemption of any of the 2024 Bonds, unless moneys sufficient to pay the principal of, and premium, if any, and interest on such 2024 Bonds to be redeemed has been received by the Trustee prior to the giving of such notice of redemption, such notice will state that said redemption is conditional upon the receipt of such moneys by the Trustee on or prior to the date fixed for redemption. If such moneys are not received by the redemption date, such notice will be of no force and effect, the Trustee will not redeem such 2024 Bonds, the redemption price will not be due and payable and the Trustee will give notice, in the same manner in which the notice of redemption was given, that such moneys were not so received and that such 2024 Bonds will not be redeemed and that the failure to redeem such 2024 Bonds will not constitute an event of default under the Indenture. Moneys need not be on deposit with the Trustee prior to the mailing of the notice of redemption of the 2024 Bonds pursuant to the Indenture.
INTEREST RATES. Each bid must be for all of the 2024 Bonds and must state the rate or rates of interest therefor, not exceeding the maximum per annum interest rate hereinbefore specified. Such interest rate or rates must be in multiples of 1/8, 1/20 or 1/100 of one percent (1.00%). Bids specifying more than one interest rate must also specify the amount and maturities of the 2024 Bonds bearing each rate. All 2024 Bonds maturing on the same date shall bear the same rate of interest. Although not a term of sale, it is requested that each bid show the net dollar cost to final maturity and the net effective average interest rate on the entire issue.
BIDDING DETAILS. No conditional bid, OR BIDS FOR LESS THAN 99% OF THE PAR VALUE OF THE 2024 BONDS, will be considered. The Corporation reserves the right to reject any and all bids and to waive any informality in any bid. If no acceptable bid is received on the date fixed for sale of the 2024 Bonds, the sale may be continued from day to day thereafter without further advertisement for a period not to exceed thirty (30) days, but if so continued, no bid will be accepted which offers an interest cost which is equal to or higher than the best bid received at the time fixed for the sale.
Each of the bids for the 2024 Bonds not submitted via PARITY (i) shall be sealed in an envelope marked “Pulaski County Courthouse Building Corporation Lease Rental Revenue Bonds, Series 2023,” (ii) must be on the form approved by the Corporation, without additions, alterations or erasures, which form may be obtained from the Financial Advisor at the address set forth herein; and (iii) delivered to the Financial Advisor on behalf of the Corporation as required hereinabove.
BASIS FOR AWARD. The sale of the 2024 Bonds will be awarded to the bidder making a bid that conforms to the specifications herein and which produces the lowest True Interest Cost rate to the Corporation. The True Interest Cost rate is that rate which, when used to compute the total present value as of the date of delivery of the 2024 Bonds of all debt service payments on the 2024 Bonds on the basis of semiannual compounding, produces an amount equal to the sum of the par value of the 2024 Bonds minus any premium bid plus any discount. In the event of a bidder’s error in interest cost rate calculations, the interest rates and premium, if any, set forth or incorporated by reference in the Official Bid Form will be considered as the intended bid.
In the event that the Corporation fails to receive a bid on the 2024 Bonds from at least three Underwriters (as hereinafter defined), the Corporation shall so advise the successful bidder for the 2024 Bonds (the “Purchaser”). If the Purchaser is an Underwriter intending to resell all or any portion of one or more series of the 2023 2024 Bonds to the Public (as hereinafter defined), the Purchaser must, prior to acceptance of its bid by the Corporation, either (i) agree in writing to neither offer nor sell any of the 2024 Bonds to any person at a price that is higher than the initial offering price for each maturity of the 2024 Bonds during the Holding Period (as hereinafter defined) for any maturity of the 2024 Bonds or (ii) request in writing that the Corporation treat the first price at which 10% of a maturity of the 2024 Bonds (the 10% test) is sold to the Public as the issue price of that maturity, applied on a maturity-by-maturity basis. For purposes of this Notice of Bond Sale, (a) the term “Public” shall mean any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter, (b) the term “related party” means any two or more persons who have greater than 50 percent common ownership, directly or indirectly, (c) the term “Underwriter” means (i) any person that agrees pursuant to a written contract with the Corporation (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the 2024 Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the 2024 Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the 2024 Bonds to the Public), (d) the term “Underwriters” means more than one Underwriter, and (e) the term “Holding Period” means the period starting on the date the Corporation awards the 2024 Bonds to the Purchaser (the “Sale Date”) and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which the Underwriter has sold at least 10% of each maturity of the 2024 Bonds to the Public at prices that are no higher than the initial offering price for such maturity of the 2024 Bonds. Any underwriter executing and delivering an Official Bid Form with respect to the 2024 Bonds agrees thereby that if its bid is accepted by the School Corporation (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all participating underwriters of the 2024 Bonds for purposes of assuring the receipt of each such participating underwriter of the Official Statement. The Purchaser shall be responsible for providing (i) in writing the initial reoffering prices and other terms, if any, to the Financial Advisor as and at the time requested and (ii) a certification verifying information as to the bona fide initial offering prices of the 2024 Bonds to the Public and sales of the 2024 Bonds appropriate for determination of the issue price of, and the yield on, the 2024 Bonds under Internal Revenue Code of 1986, as amended and in effect on the date of issuance of the 2024 Bonds (the “Code”), as and at the time requested by the Corporation’s bond counsel.
GOOD FAITH DEPOSIT. The successful bidder will be required to deliver to the Financial Advisor, on behalf of the Corporation, a certified or cashier’s check or wire transfer consisting of immediately available funds to the Corporation as instructed by the Financial Advisor on behalf of the Corporation in the amount of one percent (1.00%) of the aggregate principal amount of the 2024 Bonds to be issued (the amount of such check or wire transfer being referred to hereinafter as the “Deposit”) within 24 hours after the bid is accepted. If a check is submitted, it must be drawn on a bank or trust company that is insured by the Federal Deposit Insurance Corporation. In either case, the Deposit must be submitted to the Corporation or its Financial Advisor within 24 hours after the bid is accepted in order to qualify the bid and shall be made payable to “Pulaski County Courthouse Building Corporation,” as a guarantee of the good faith of the bidder. The Deposit will be applied to the purchase price of the 2024 Bonds.
In the event the bidder to whom the 2024 Bonds are awarded shall fail or refuse to comply with the provisions of the bid and this notice, such Deposit shall become the property of the Corporation and shall be taken and considered as liquidated damages of the Corporation on account of such failure or refusal.
The successful bidder will be required to make payment for the 2024 Bonds in Federal Reserve or other immediately available funds and accept delivery of the 2024 Bonds within five (5) days after being notified that the 2024 Bonds are ready for delivery, at a bank designated by the Corporation. Any premium bid must be paid in cash at the time of delivery as a part of the purchase price of the 2024 Bonds. The 2024 Bonds will be ready for delivery within sixty (60) days after the date on which the award is made, if not deliverable within that period, the successful bidder will be entitled to rescind the sale and the good faith check will be returned. Any notice of rescission must be in writing. At the request of the Corporation, the successful bidder shall furnish to the Corporation, simultaneously with or before delivery of the 2024 Bonds, a certificate in form satisfactory to the Corporation regarding the price at which a substantial amount of 2024 Bonds of each maturity was reoffered to the public.
It is anticipated that CUSIP identification numbers will be printed on the 2024 Bonds, but neither the failure to print such numbers on any 2024 Bonds nor any error with respect thereto shall constitute cause for a failure or refusal by the successful bidder to accept delivery of and pay for the 2024 Bonds in accordance with the terms of its bid. No CUSIP identification number shall be deemed to be a part of any Bond or the contract evidenced thereby and no liability shall hereafter attach to the Corporation or any of its officers or agents because of or on account of such numbers. All expenses in relation to the printing or typing of CUSIP numbers on the 2024 Bonds shall be paid by the Corporation; provided, however, it shall be responsibility of the successful bidder to timely obtain the numbers and to pay the CUSIP Service Bureau charge for the assignment of the numbers. The successful bidder will also be responsible for any other fees or expenses it incurs in connection with the resale of the 2024 Bonds.
AUTHORITY AND PURPOSE. The 2024 Bonds are being issued under the provisions of the Indiana Code 36-1-10 to provide funding for the costs and expenses of the renovation and equipping of the Pulaski County Courthouse and other facilities owned and operated by the County, together with the expenses necessarily incurred in connection therewith, including the expenses incurred in connection with the issuance of the 2024 Bonds.
The principal of and interest on the 2024 Bonds are payable solely from lease rentals payable from an ad valorem property tax levied upon all taxable property in the County.
BOND DELIVERY. At the time of delivery of the 2024 Bonds, the approving opinion of Barnes & Thornburg LLP, Indianapolis, Indiana, Bond Counsel, as to the validity of the 2024 Bonds, together with a transcript of Bond proceedings, the printed 2024 Bonds and closing certificates in the customary form showing no litigation, will be furnished to the successful bidder at the expense of the Corporation.
PRELIMINARY OFFICIAL STATEMENT. A copy of the Preliminary Official Statement prepared at the direction of the Corporation may be obtained via the web at www.i-dealprospectus.com or in limited quantities prior to submission of a bid by request from the Financial Advisor, Baker Tilly Municipal Advisors, LLC, 8365 Keystone Crossing, Suite 300, Indianapolis, IN 46240, Attention: Jason Semler, telephone: (317) 465-1500, facsimile (317) 465-1550, email Jason.Semler@bakertilly.com, on May 16, 2024 until 11:00 A.M. EST. Said Preliminary Official Statement will be in a form deemed final by the Corporation, pursuant to Rule 15c2-12 of the Securities and Exchange Corporation (the “Rule”), subject to completion as permitted by the Rule.
Within seven (7) business days of the sale, the Corporation will provide the successful bidder with up to 10 copies of the final Official Statement at the Corporation’s expense and such additional copies as may be requested, within five (5) business days of the sale, by the successful bidder at the expense of the successful bidder. Inquiries concerning matters contained in the nearly final Official Statement must be made and pricing and other information necessary to complete the final Official Statement must be submitted by the successful bidder within two (2) business days following the sale to be included in the final Official Statement.
In order to assist bidders in complying with paragraph (b)(5) of the Rule, the Corporation will undertake, pursuant to the Continuing Disclosure Contract which shall be delivered to the successful bidder at the closing on the 2024 Bonds, to provide annual reports, certain financial information, and notices of certain events as required by Section (b)(5) of the Rule. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Final Official Statement.
If bids are submitted by mail, they should be addressed to Corporation in care of the Financial Advisor at the address listed above.
Dated this 24th day of April, 2024
PULASKI COUNTY COURTHOUSE BUILDING CORPORATION