JESSE OWENS PARKWAY 2024 - SUMMARY LETTER.PDF
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Squire Patton Boggs (US) LLP 2325 E. Camelback Road, Suite 700 Phoenix, Arizona 85016 O +1 602 528 4000 F +1 602 253 8129 squirepattonboggs.com 1102607906\1\ September 6, 2024 To: Board of Supervisors Board of Directors Maricopa County, Arizona The Industrial Development Authority of the County of Maricopa Re: Not to Exceed $59,000,000 The Industrial Development Authority of the County of Maricopa Multifamily Housing Revenue Bonds (Jesse Owens Parkway Apartments Project), Series 2024 Ladies and Gentlemen: At the meeting of the Board of Directors (the “Board”) of The Industrial Development Authority of the County of Maricopa (the “Authority”) on September 17, 2024, the Board will be asked to grant final approval and adopt a resolution authorizing the issuance and sale of the Bonds (as defined below). This letter provides a summary of the proposed financing. AUTHORITY The Authority is an Arizona nonprofit corporation designated by law as a political subdivision of the State of Arizona. The Authority was formed with the permission of Maricopa County, Arizona (“Maricopa County”), and incorporated under and pursuant to the Arizona Industrial Development Financing Act, Title 35, Chapter 5, Arizona Revised Statutes, as amended (the “Act”). APPLICANT/BORROWER The Applicant/Borrower is Jesse Owens Parkway Apartments, LLC, an Arizona limited liability company (“Borrower”). The managing member of the Borrower is Langston Hughes Jesse Owens Parkway, LLC, an Arizona limited liability company, whose sole member is Langston Hughes Affordable Housing, Inc., a Georgia nonprofit corporation. PROJECT The Borrower will use the proceeds of the Bonds to pay a portion of the costs of acquiring, constructing and equipping a 236-unit multifamily residential rental housing facility to be known as “Jesse Owens Parkway Apartments” and located at 300 East Jesse Owens Parkway, Phoenix, Arizona (the “Project”). The Borrower obtained preliminary approval for financing the costs of acquiring, constructing and equipping the Project at the Authority’s Board meeting on April 9, 2024. The Project will be located in Supervisorial District No. 5. Board of Supervisors Board of Directors September 6, 2024 Page 2 1102607906\1\ NOTIFICATION TO ARIZONA ATTORNEY GENERAL As required by the provisions of Arizona Revised Statutes, Section 35-721.F, the Authority will notify the Arizona Attorney General of its intention to issue the Bonds. TAX EXEMPT FINANCING Pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”), the Maricopa County Board of Supervisors must approve the issuance of the Bonds after a public hearing following reasonable public notice. A representative of the Authority will conduct a public hearing regarding issuance of the Bonds on September 16, 2024. On or prior to closing, the Authority will receive an opinion from Pacifica Law Group LLP, as bond counsel, to the effect that interest on the Bonds will be exempt from federal and State income taxes. ALLOCATION FOR TAX EXEMPT FINANCING The Borrower must receive from the Arizona Finance Authority an allocation of the Arizona “volume cap” for financing a portion of the costs of acquiring, constructing and equipping the Project in order for the Bonds to be qualified private activity bonds under Section 142(d) of the Code and the interest to be exempt from federal income taxes. FINANCING PARTICIPANTS The major participants in the financing are as follows: Authority: The Industrial Development Authority of the County of Maricopa Authority Counsel: Squire Patton Boggs (US) LLP Bond Counsel: Pacifica Law Group LLP Applicant/Borrower: Jesse Owens Parkway Apartments, LLC Sponsor/Developer: DevCo Family of Companies Applicant/Borrower Counsel: Winthrop & Weinstine, P.A. Applicant/Borrower Local Counsel: Lotzar Law Firm, P.C. Purchaser: Western Alliance Business Trust Purchaser Counsel: Kutak Rock LLP Trustee: U.S. Bank Trust Company, National Association Board of Supervisors Board of Directors September 6, 2024 Page 3 1102607906\1\ PRINCIPAL FINANCING DOCUMENTS Document Parties Indenture of Trust, with form of Bonds Authority and Trustee Loan Agreement Authority and Borrower Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing Borrower Regulatory Agreement Authority, Trustee and Borrower Bond Purchase Agreement Authority, Borrower and Underwriter PLAN OF FINANCING The Project will be financed, in part, with the Multifamily Housing Revenue Bonds (Jesse Owens Parkway Apartments Project), Series 2024 (the “Bonds”), to be issued by the Authority in the aggregate principal amount of not to exceed $59,000,000. The Authority will issue the Bonds pursuant to the terms and provisions of the Indenture of Trust and loan the proceeds thereof to the Borrower pursuant to the Loan Agreement. The Borrower will be obligated to make loan repayments in amounts and at such times as required to pay principal and interest on the Bonds when due. The obligations of the Borrower to make payments under the Loan Agreement will be secured by the Deed of Trust that will encumber the Project. As mentioned above, the Borrower will need to obtain an allocation of the Arizona “volume cap” for the Bonds from the Arizona Finance Authority. This allocation will allow the Borrower to seek a reservation of 4% Low Income Housing Tax Credits (“4% LIHTC”) authorized by the Arizona Department of Housing (“ADOH”) under its Qualified Allocation Plan. The Project will be income and rent restricted by a regulatory agreement with ADOH pursuant to which the Borrower will agree to affordability commitments through the ADOH so that 100% of the units will be designated to be rented at affordable levels to tenants earning 60% of Area Medium Income or less. The Project also will be subject to the Regulatory Agreement with the Authority, under which the Borrower will be required to set aside 40% of the Project units for persons with annual incomes no greater than 60% of the Area Median Income. The Bonds will be purchased by Western Alliance Business Trust in a private placement. The Bonds will not receive a rating from any rating agency. The Borrower proposes to finance the remaining costs of acquiring, constructing and equipping the Project using the 4% LIHTC, a deferred Developer note and any gap funding as may be needed from or through the Sponsor or its principals. Board of Supervisors Board of Directors September 6, 2024 Page 4 1102607906\1\ FINAL APPROVAL At its meeting on September 17, 2024, the Authority Board will be asked to grant final approval and adopt a resolution authorizing the issuance and sale of the Bonds and related matters. BOARD OF SUPERVISORS APPROVAL Under the provisions of A.R.S. § 35-721.B., issuance of the Bonds by the Authority requires the approval of the Maricopa County Board of Supervisors. The Maricopa County Board of Supervisors is being requested, at its meeting on September 25, 2024, to act as required by law to adopt a resolution approving the issuance of the Bonds under the Act and with respect to Section 147(f) of the Code. Under the provisions of the Act, specifically A.R.S. § 35-742, Maricopa County is not in any event liable for the payment of principal or interest on any bonds, notes or other obligations issued by the Authority or for the performance of any pledge, mortgage, obligation or agreement of any kind undertaken by the Authority, and none of the bonds, notes or other obligations, or any of its obligations thereunder, shall be construed to constitute an indebtedness of Maricopa County within the meaning of any constitutional or statutory provision. LEGAL COUNSEL RECOMMENDATION As legal counsel to the Authority, we have reviewed drafts of the principal financing documents and, based upon our review of such and our review of the proceedings of the Authority to date relating to the proposed issuance of the Bonds, we believe the principal financing documents are now in substantially final form, adequately meet the requirements of the Act, and are in both form and substance acceptable for the Authority Board to act upon, and that the Resolution of the Authority Board authorizing the issuance and sale of the Bonds and related matters and the Resolution of the Maricopa County Board of Supervisors approving the Bonds to be issued and related matters, are in form and substance acceptable for adoption.