City of Warsaw

OFFICIAL NOTICE OF INTENT TO SELL BONDS
$3,000,000 (Preliminary, subject to change)
CITY OF WARSAW, INDIANA, TAXABLE ECONOMIC DEVELOPMENT LEASE RENTAL REVENUE BONDS,
SERIES 2024 (GATKE PROJECT)
(AD VALOREM SPECIAL BENEFITS TAX)
NOTICE IS HEREBY GIVEN that upon not less than twenty-four (24) hours’ notice given by telephone, electronically or otherwise, sealed bids will be received on behalf of the City of Warsaw, Indiana, (the “City”) in care of the City’s municipal advisor, Baker Tilly Municipal Advisors, LLC (the “Municipal Advisor”), 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240, (317) 465-1500 (telephone), or via e-mail to bids@bakertilly.com (e-mail), in the manner as set forth herein for the purchase of the bonds of the City designated as “City of Warsaw, Indiana, Taxable Economic Development Lease Rental Revenue Bonds, Series 2024 (Gatke Project) (Ad Valorem Special Benefits Tax)” (the “Bonds”) in the aggregate principal amount of Three Million Hundred Thousand Dollars ($3,000,000) (preliminary subject to change), bearing interest at a rate or rates not exceeding seven and one-half percent (7.5%) per annum. Upon completion of the bidding procedures described herein, the results of the sealed, non-electronic bids received shall be compared to the electronic bids received by the City.
TYPES OF BIDS ALLOWED. Bidders may submit bids via the PARITY® web site (“PARITY®”). Bidders may access the sale at the PARITY® website via the sale link at Internet Address www.newissuehome.i-deal.com by 11:00 a.m. (applicable Eastern Time) on the date identified in the notice given by, or on behalf of the City, not less than twenty-four (24) hours prior to the sale of the Bonds. To bid via PARITY®, bidders must have both (1) completed the registration form on PARITY®, if not previously registered, and (2) requested and received admission to the City’s sale, as described in the Registration and Admission to Bid and details set forth below. As an alternative to PARITY®, bidders may submit sealed bids or covered bids to the Municipal Advisor at the address or e-mail address described above until noon (Eastern Standard Time) on the date identified in the notice given by, or on behalf of the City, not less than twenty-four (24) hours prior to the sale of the Bonds. It is currently anticipated that sealed bids will be requested to be submitted on February 22, 2024.
FORM, MATURITY AND PAYMENT OF BONDS. Interest on the 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 February 1 and August 1 in each year, commencing August 1, 2024. The Bonds may be issued as fully registered bonds in book-entry-only form in denominations of $5,000 each or any integral multiples thereof, not exceeding the aggregate principal amount of such Bonds maturing on the applicable principal payment date, and when issued, may be registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), New York, New York. If Cede & Co. is the registered owner of the Bonds, purchasers of beneficial interests in the Bonds will not receive physical delivery of bond certificates and ownership by the Beneficial Owners of the Bonds will be evidenced by book-entry only. As long as Cede & Co. is the registered owner of the 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 City, the City of Warsaw, Indiana, Building Corporation, or The Huntington National Bank, as trustee (the “Trustee”), under a Trust Indenture to be dated as of the first day of the month in which the closing on the Bonds shall occur and by and between the City and the Trustee (the “Indenture”), 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 of Bonds.
The Bonds shall be numbered consecutively from 2024R-1 upward, shall bear an original issue date which shall be the date the Bonds are issued and shall mature on August 1 and February 1 beginning not earlier than August 1, 2027 and ending no later than February 1, 2049. The final aggregate principal amount of the Bonds and the principal maturity schedule for the Bonds will be provided to registered bidders at least twenty-four (24) hours before the scheduled time of the bond sale.
The City reserves the right to adjust principal amounts set forth in the principal maturity schedule provided to registered bidders within maturities to achieve its financial objectives with respect to the Bonds. In addition, the City reserves the right to change the entire principal amount of the Bonds issued. If the maximum principal amount of the Bonds issued changes, the City reserves the right to adjust principal amounts within maturities based on the parameters set forth in this paragraph.
All payments of interest on the Bonds will be paid by check or draft mailed one business day prior to each interest payment date, to the registered owners of the Bonds at the address as it appears on the registration books kept by the Registrar and Paying Agent as of the fifteenth day of the calendar month immediately preceding the interest payment date or at such other address as is provided to the Registrar and/or Paying Agent in writing by such registered owner. Principal on the Bonds will be payable at the principal office of the Paying Agent. Notwithstanding the foregoing, so long as DTC or its nominee is the registered owner of the Bonds, principal of and interest on the Bonds will be paid directly by the Paying Agent to DTC as provided hereinabove.
The Bonds may be transferred or exchanged at the office of the Trustee, subject to the terms and conditions of the Indenture.
REDEMPTION PROVISIONS. The Bonds maturing on or after August 1, 2032 (preliminary subject to change), will be subject to redemption at the option of the City, in any order of maturity selected by the City and by lot within maturities, on any date not earlier than February 1, 2032 (preliminary subject to change), at a redemption price equal to the face value of the Bonds being redeemed plus interest accrued to the date fixed for redemption, and without any redemption premium.
Upon the election of the successful bidder of the Bonds, any of the Bonds may be issued as term bonds subject to mandatory sinking fund redemption on February 1 and August 1 in the years the Bonds are scheduled to mature at 100% of the face value in accordance with the schedule set forth above. If any of the Bonds are subject to mandatory sinking fund redemption, the Trustee shall credit against the mandatory sinking fund requirement for any term bonds and corresponding mandatory sinking fund redemption obligation, in the order determined by the City, any term bonds maturing on the same date which have previously been redeemed (otherwise than as a result of a previous mandatory redemption requirement) or delivered to the Trustee for cancellation or purchased for cancellation by the Trustee and not theretofore applied as a credit against any redemption obligation. Each term bond so delivered or canceled shall be credited by the Trustee at 100% of the principal amount thereof against the mandatory sinking fund obligation on such mandatory obligations and the principal amount of that term bond to be redeemed by operation of the mandatory sinking fund requirement shall be accordingly reduced; provided, however, the Trustee shall credit such term bonds only to the extent received on or before forty-five days preceding the applicable mandatory redemption date.
Notice of any redemption will be mailed by first class mail by the Trustee not less than 30 days nor more than 60 days prior to the date selected for redemption to the registered owners of all of the 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 such Bonds will not affect the validity of any proceedings for redemption as to any other of such Bonds for which notice is adequately given. Notice having been mailed, such 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 Bonds in accordance with such notice at the place at which the same are expressed in such notice to be redeemable, such Bonds will be redeemed by the Trustee and any paying agent for that purpose. From and after the date of redemption so designated, unless default is made in the redemption of such Bonds upon presentation, interest on such Bonds designated for redemption will cease.
With respect to any optional redemption of any of the Bonds, unless moneys sufficient to pay the principal of, and premium, if any, and interest on such 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 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 Bonds will not be redeemed and that the failure to redeem such 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 Bonds pursuant to the Indenture.
INTEREST RATES. Each bid must be for all of the 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 one-eighth (1/8), one-twentieth (1/20) or one-hundredth (1/100) of one percent (1.00%). Bids specifying more than one interest rate must also specify the amount and maturities of the Bonds bearing each rate. All 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 interest rate on the entire issue.
BIDDING DETAILS. Any person interested in submitting a bid for the Bonds may furnish written notice of such intent along with such person’s name, address and telephone number, on or before 11:00 a.m., (Indianapolis time), February 21, 2024, to the Municipal Advisor at the address and/or contact information set forth above. The person may also furnish an e-mail address. The City will cause each person so registered to be notified of the date and time bids will be received for the Bonds, not less than twenty-four (24) hours before the date and time of sale. The notification shall be made by telephone at the number furnished by such person and also electronically if an e-mail address has been furnished. No conditional bid or bids for less than ninety-nine percent (99.0%) of the par value of the Bonds will be considered. The City 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 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.
If a potential bidder has questions related to the City, the financing or submission of bids, questions should be submitted by email to the addresses above no later than February 21, 2024, by 11 a.m. (Indianapolis time). To the best of the City’s ability, all questions will be addressed by the City and sent to potential bidders, including any bidders requesting 24 hours’ notice of sale, no later than February 21, 2024 – by 5:00 p.m. (Eastern Standard Time). Additionally, upon request, the written responses will be emailed to any other interested bidder. Bidders should review this notice as well as the preliminary official statement and submit any questions in advance of this deadline to submit questions.
A bidder for the Bonds may purchase bond insurance to guarantee the repayment of the debt service of the Bonds from a bond insurance company; provided, however, the payment of any premium for any such bond insurance will be paid by the successful bidder from its discount bid, and will not be paid by the City.
Bids for the Bonds not submitted via PARITY® shall be (i) sealed in an envelope if mailed, or if sent by electronic mail transmission with a cover page or information in the subject line, marked “City of Warsaw, Indiana, Taxable Economic Development Lease Rental Revenue Bonds, Series 2024 (Gatke Project) (Ad Valorem Special Benefits Tax);” (ii) on the form approved by the City, without additions, alterations or erasures, which form may be obtained from the Municipal Advisor at the address set forth herein; and (iii) delivered to the Municipal Advisor, on behalf of the City at the address or e-mail address set forth above.
INTERNET BIDS. If using PARITY®, bidders must first visit the PARITY® web site where, if they have never registered with PARITY®, they can register and then request admission to bid on the Bonds. Only NASD registered broker dealers and dealer banks with DTC clearing arrangements will be eligible to bid via PARITY®. Any questions pertaining to the PARITY® web site may be directed to PARITY® at (212) 849-5021.
RULES OF ELECTRONIC BIDDING. The “Rules” of PARITY® can be viewed on its website and are incorporated herein by reference. Bidders must comply with the requirements of PARITY® in addition to requirements of this Official Notice of Intent to Sell Bonds if the bidder is using PARITY®. To the extent there is a conflict between the Rules of PARITY® and this Official Notice of Intent to Sell Bonds, this Official Notice of Intent to Sell Bonds shall control.
CLOSED AUCTION. Bidders may change and submit bids as many times as they wish during the sale period for the Bonds, but they may not withdraw a submitted bid. The last bid submitted by a bidder prior to the deadline for the receipt of bids will be compared to all other final bids to determine the winning bid for the Bonds. During the sale, no bidder will see any other bidder’s bid, nor will they see the status of their bid relative to other bids (e.g. whether their bid is the leading bid).
AMENDMENTS. The City reserves the right to amend any information contained in this Official Notice of Intent to Sell Bonds. The City also reserves the right to postpone, from time to time, the date established for the receipt of bids on the Bonds. Any such amendment or postponement will be announced on the Amendments Page accessible through the View Amendments button of PARITY®, or via TM3 and/or Bloomberg wire service and in the same manner as the notice of the sale from the Municipal Advisor as described in “BIDDING DETAILS” at any time prior to the date and time established for the sale of the Bonds. If any date fixed for the sale is postponed, any alternative sale date will be announced at least 24 hours prior to such alternative sale date.
BASIS FOR AWARD. The sale of the Bonds will be awarded to the bidder making a bid that conforms to the specifications herein and which produces the lowest True Interest Cost to the City. The lowest True Interest Cost is that rate which, when used to compute the total present value as of the date of delivery of the Bonds of all debt service payments on the basis of semiannual compounding, produces an amount equal to the sum of the par value of the Bonds minus any premium bid plus any discount. In the event of a bidder’s error in interest cost calculations, the interest rates, premium, if any, and discount, if any, set forth or incorporated by reference in the Official Bid Form will be considered as the intended bid.
GOOD FAITH DEPOSIT. At the election of the City, the Purchaser will be notified and instructed to submit a good faith deposit (the "Deposit") in the form of either a certified check or cashier's check or wire transfer in the amount of one percent (1%) of the principal amount of the Bonds being sold to such winning bidder made payable to the order of the City not later than 3:00 p.m. (EST) on the next business day following the award. If the Deposit is not received by the time set forth above, then the bid of the Purchaser shall be rejected. No interest on the Deposit will accrue to the Purchaser. The Deposit will be applied to the purchase price of the Bonds awarded to the Purchaser.
In the event the bidder to whom the 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 City and shall be taken and considered as liquidated damages of the City on account of such failure or refusal.
The Purchaser will be required to make payment for the Bonds in Federal Reserve or other immediately available funds and accept delivery of the Bonds within five (5) days after being notified that the Bonds are ready for delivery, at a bank designated by the City. Any premium bid must be paid in cash at the time of delivery as a part of the purchase price of the Bonds. The Bonds will be ready for delivery within sixty (60) days after the date on which the award is made, and if not deliverable within that period, the Purchaser 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 City, the Purchaser shall furnish to the City, simultaneously with or before delivery of the Bonds, a certificate in form satisfactory to the City regarding the price at which a substantial amount of Bonds of each maturity was re-offered to the public, if applicable.
It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bonds nor any error with respect thereto shall constitute cause for a failure or refusal by the Purchaser to accept delivery of and pay for the 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 City 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 Bonds shall be paid by the City; provided, however, it shall be responsibility of the Purchaser to pay the CUSIP Service Bureau charge for the assignment of the numbers. The Purchaser will also be responsible for any other fees or expenses it incurs in connection with the resale of the Bonds.
AUTHORITY, PURPOSE AND SOURCE OF SECURITY. The Bonds are being issued under the provisions of the Indiana Code to finance a portion of the costs of an economic development project consisting of the rehabilitation, construction, and equipping of certain capital improvements (the “Project”) in the City, with the City providing a portion of the proceeds of the Bonds to Rebar Warsaw, LLC and/or one or more related entities (collectively, the “Company”) pursuant to a Project Agreement by and among the Company, the City and the City of Warsaw Redevelopment Commission (the “Commission”) and a Funding Loan Agreement among the City, the City of Warsaw, Indiana, Building Corporation (the “Building Corporation”), and the Company to provide for completion of the Project.
The Bonds are special and limited obligations of the City, payable as to principal and interest solely from and secured solely by certain property pledged pursuant to a Trust Indenture, between the City and Trustee, including semiannual lease rental payments to be paid by the Commission to the Building Corporation, pursuant to a Lease Agreement, between the Building Corporation and the Commission (the “Lease”). To pay the lease payments under the Lease, the Commission will levy a special tax (the “Special Tax”) on all taxable property within the geographical boundaries of the City of Warsaw, Indiana Redevelopment District (the “District”) pursuant to Indiana Code § 36-7-14-27, in an amount necessary, together with other funds available for such purpose (excluding special taxes) including, without limitation, tax increment expected to be available from the Project, other tax increment revenues legally available to the Commission and, if necessary, the City’s distributive share of local income tax revenues allocated for economic development purposes under Indiana Code 6-3.6-6-9, as amended. The Commission expects that such revenues will be sufficient to pay the rental payments due under the Lease without the need for the Special Tax. The boundaries of the District are coterminous with the boundaries of the City. The Bonds are further secured by a debt service reserve. The Bonds are not an obligation or indebtedness of the City.
BOND DELIVERY. At the time of delivery of the Bonds, the approving opinion of Barnes & Thornburg LLP, South Bend, Indiana, bond counsel, as to the validity of the Bonds, together with a transcript of bond proceedings, the printed Bonds and closing certificates in the customary form showing no litigation, will be furnished to the Purchaser at the expense of the City. In addition, unless bond counsel is able, on the date of delivery, to render an opinion to the effect that the interest on the Bonds is exempt from income taxation in the state of Indiana for all purposes except the state financial institutions tax, the Purchaser shall have the right to rescind the sale, and in such event the good faith deposit will be returned.
If bids are submitted by mail, they should be addressed to the City in care of the municipal advisor at the address listed above.
OFFICIAL STATEMENT AND CONTINUING DISCLOSURE. A copy of the Preliminary Official Statement prepared at the direction of the City may be obtained from www.newissuehome.i-deal.com or in limited quantities prior to submission of a bid by request from the Municipal Advisor at the address set forth above. Said Preliminary Official Statement will be in a form deemed final by the City, pursuant to Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”), subject to completion as permitted by the Rule.
The Preliminary Official Statement when further supplemented by an addendum or addenda specifying the interest rates of the Bonds, and any other information referred to in paragraph (b)(1) of the Rule, shall constitute a “Final Official Statement” of the City with respect to the Bonds, as that term is defined in the Rule. By awarding the Bonds to the Purchaser, the City agrees that, no more than seven (7) business days after the date of such award, it shall provide to the senior managing underwriter of the syndicate to which the Bonds are awarded up to five (5) copies of the Official Statement at the City’s expense, any additional copies to be at the expense of the underwriting syndicate. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each participating underwriter. Any underwriter executing and delivering an Official Bid Form with respect to the Bonds agrees thereby that if its bid is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all participating underwriters of the Bonds for purposes of assuring the receipt of each such participating underwriter of the Final Official Statement
If the Purchaser is purchasing the Bonds for its own account with no present intent to resell the Bonds, the Purchaser shall be responsible for providing in writing to the City, the Municipal Advisor and bond counsel that it is purchasing the Bonds for its own account with no present intent to resell the Bonds and certain other matters regarding the financial sophistication of the Purchaser.
In order to assist bidders in complying with paragraph (b)(5) of the Rule, the City will undertake, pursuant to the Continuing Disclosure Agreement which shall be delivered to the Purchaser at the closing on the 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.
Dated this 19th day of January, 2024.
CITY OF WARSAW, INDIANA
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