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Anaheim Blvd. Suite #643 Anaheim, CA 92805 Tel: (714) 765-5195 Fax: (714) 765-5260 www.anaheim.net COUNCIL AGENDA REPORT City of Anaheim FINANCE DEPARTMENT DATE: JULY 22, 2014 FROM: FINANCE DEPARTMENT SUBJECT: FINANCING OF THE ANAHEIM CONVENTION CENTER EXPANSION AND REFINANCING OF CERTAIN CITY CAPITAL IMPROVEMENTS ATTACHMENT YES ITEM # 27 RECOMMENDATION: That the City Council, by Resolution: 1) Approve an issuance of not to exceed $300,000,000 of Anaheim Housing and Public Improvements Authority (Authority) Lease Revenue Bonds (Bonds); 2) Authorize the execution and delivery of the Site and Facility Lease by and between the City of Anaheim (City) and the Authority; 3) Authorize the execution and delivery of the Lease Agreement by and between the City and the Authority; 4) Authorize the execution and delivery of the Purchase Contract by and among the City, the Authority, and Citigroup Global Markets, Inc.; 5) Authorize the execution and delivery of the Continuing Disclosure Agreement, between the City and U.S. Bank National Association; 6) Authorize distribution of a Preliminary Official Statements and the execution and distribution of an Official Statement; 7) Authorize the execution and delivery of the Escrow Agreement by and between the City and the trustee for the 1992 Certificates; 8) Authorize the execution and delivery of the Escrow Agreement by and between the City and the trustee for the 1993 Certificates; 9) Authorize the execution and delivery of the Escrow Agreement by and between the City and the trustee for the 2002 Bonds; 10) Approve the selection of the financing team, which includes Orrick, Herrington & Sutcliffe LLP as bond counsel, Public Financial Management, Inc. as financial advisor, and Citigroup Global Markets Inc., Stifel, Nicolaus & Company, Incorporated, Merrill Pierce, Fenner & Smith Incorporated, and Wells Fargo Bank N.A. as the underwriters for the Bonds; and 11) Authorize and direct the City Manager, the City Treasurer, and the Finance Director to take any and all actions necessary to complete the transactions contemplated by the financing and ratifying any such actions previously taken. ---PAGE BREAK--- FINANCING OF ANAHEIM CONVENTION CENTER AND REFINANCING OF CERTAIN CITY CAPITAL IMPROVEMENTS July 22, 2014 Page 2 of 7 DISCUSSION: On September 14, 2010, the City Council, by Resolution, established the Anaheim Tourism Improvement District (ATID) for the promotion of local tourism and convention-related programs, as well as transportation improvements within the Anaheim Resort and Platinum Triangle. These local hoteliers agreed to self-assess 2% of hotel room rent within the ATID boundaries. Of the revenues collected from the ATID, 75% of the funds are dedicated to marketing, promotion, and related activities and 25% are dedicated to transit projects including the operation and maintenance of the Anaheim Rapid Connection (ARC) project. Because the City would no longer be committed to paying for the marketing and promotions of the Anaheim destination (approximately $6 million in 2010), the City committed to focus and prioritize those funds to the rapid expansion of the Anaheim Convention Center (ACC) and the addition of the Grand Plaza. Therefore, on September 14, 2010, the City Council, by Resolution, also approved the improvement and expansion of the ACC and the related financing. The improvement and expansion were to generally consist of a new plaza area, approximately a 200,000 net square foot addition of meeting space plus support space, new and replacement parking facilities, and related remodeling, furnishings, equipment, improvements, and betterments. The first phase of the improvement and expansion of the ACC was the addition of the new, award winning Grand Plaza. The Grand Plaza opened in January of 2013 and provides ACC attendees 100,000 square feet of outdoor function space. The new space includes 80,000 square feet of colored concrete and pavers, three signature water features, a river of lights and over 150 palm and orange trees. The Grand Plaza has already hosted numerous concerts, banquets, receptions and even yoga classes. On March 11, 2014, the City Council and the Anaheim Public Financing Authority (APFA) approved the issuance of up to $300 million in lease revenue bonds to refinance certain completed improvements at lower rates and to provide funding for a proposed 200,000 net square foot addition of meeting space plus support space, including replacement parking facilities, and related remodeling, furnishings, equipment, improvements, and betterments, at the ACC. The City Council also approved the design build and construction management contract for the ACC expansion. On March 25, 2014, in furtherance of those approvals, the City executed a bond purchase agreement with Citigroup Global Markets, Inc. The bond purchase agreement provided for the issuance of $265 million in lease revenue bonds to be paid over 32 years (30 years after the completion of the expansion of the ACC) at 4.5% interest. On May 12, 2014, however, litigation was filed challenging the ACC expansion financing. (Coalition of Anaheim Taxpayers for Economic Responsibility and Inland Oversight Committee v. City of Anaheim, et al., Orange County Superior Court Case No. 30-2014-00722291-CU-MC-CJC, the “CATER lawsuit.”) The plaintiffs in the CATER lawsuit claim, among other things, that the APFA does not have the legal authority to issue lease revenue bonds for the ACC project because the powers of the Redevelopment Agency’s Successor Agency are limited to “winding down” the affairs of the Redevelopment Agency, and therefore the APFA has no authority to participate in the ---PAGE BREAK--- FINANCING OF ANAHEIM CONVENTION CENTER AND REFINANCING OF CERTAIN CITY CAPITAL IMPROVEMENTS July 22, 2014 Page 3 of 7 financing of a new project, the APFA is a mere “shell” comprised of the City and itself, and any such financing must be approved by a vote of the electorate. Due to the pending CATER lawsuit, the APFA bonds were not issued, and the City has temporarily been left without funding for completion of the ACC expansion. City staff, the City Attorney’s Office, outside litigation counsel, and bond counsel agree that the claims in the CATER lawsuit concerning the APFA’s lack of authority to proceed with the ACC financing are without merit and the City is in the process of defending this matter. On July 15, 2014, the City Council, by Resolution, approved a joint exercise of powers agreement by and between the City and the Anaheim Housing Authority (Housing Authority) creating a new joint powers authority, the Anaheim Housing and Public Improvements Authority (JPA). The Joint Exercise of Powers Act gives the JPA authority to issue revenue bonds to pay the costs and expenses of acquiring or constructing a wide range of public projects. The actions being contemplated today are separate and apart from the prior approvals that are the subject of the CATER lawsuit but would permit by this separate approval for financing of the ACC expansion. City staff is recommending the approval of the issuance of the bonds by the Anaheim Housing and Public Improvement Authority and the related documents for such purposes. Anaheim Convention Center Expansion Analysis In preparation for the 200,000 net square foot addition to the ACC, the City engaged Crossroads Consulting Services (Crossroads) to evaluate the proposed expansion. Based on research, including interviews and work sessions with key stakeholders; an analysis of market attributes, industry trends, historical operations, and competitive/comparable facilities and destinations; as well as surveys/interviews with existing and potential users, Crossroads developed an estimate of economic and fiscal benefits as well as a cost/benefit analysis. The results of the research and analysis concluded that the proposed expansion of the Anaheim Convention Center appears warranted and could serve to increase Anaheim’s share of the convention/tradeshow industry as well as allow several existing users to grow. In doing so, the City would attract incremental new events and visitors who would positively impact the area economy. It is important to note that in addition to the economic benefit estimated by Crossroads, the creation of the ATID provided a new funding source paid by local hoteliers for the marketing and promotions of the ACC. This new funding source relieved the General Fund of the necessity to pay the marketing and promotions costs, which was approximately $6 million in 2010. The General Fund’s previous marketing and promotion payment was based on a formula measured against transient occupancy tax (TOT). Assuming those payments remained in place over this same period (through 2046) and that TOT conservatively grew at it is estimated that the value of the marketing and promotions funded by the ATID would be approximately $450 million, and is greater than the estimated debt service for the JPA Bonds for the ACC expansion. Crossroads cost/benefit analysis for an expanded ACC indicates a significant return on investment over a 30-year period. The following table illustrates the results of the cost/benefit analysis and estimated value of the marketing and promotions costs provided by the ATID: ---PAGE BREAK--- FINANCING OF ANAHEIM CONVENTION CENTER AND REFINANCING OF CERTAIN CITY CAPITAL IMPROVEMENTS July 22, 2014 Page 4 of 7 30-Year Cost Benefit Analysis for an Expanded ACC Category Range Incremental new transient occupancy tax 341,449,000 $ 429,225,000 $ Incremental new local sales and use tax 30,264,000 38,053,000 Incremental operating gain 9,030,000 9,810,000 Total incremental new revenues 380,743,000 477,088,000 Recapture of lost revenues 164,250,000 164,250,000 Total incremental new revenues and recapture of lost revenues 544,993,000 641,338,000 Lease payments (417,674,000) (417,674,000) Economic benefit 127,319,000 223,664,000 Marketing and promotions provided by ATID 450,000,000 450,000,000 Total City benefit 577,319,000 $ 673,664,000 $ Financing Plan To ensure that the incremental new revenues would be available for General Fund programs, City Staff has put together a financing plan that keeps the General Fund’s annual lease payment obligations for capital improvements where they are today (excluding the payment towards the Anaheim Resort Improvements – see Appendix A for more information). The following is a summary of the existing General Fund lease payment obligations: Description Total Outstanding Lease (Principal) on 7/1/14 Final Payment Date FY 2014/15 General Fund Lease Payment Obligation Long-term General Fund Lease Payment Obligations: 1992 Certificates of Participation – Convention Center $38,000,000 8/1/23 $5,432,305 1993 Certificates of Participation – Arena Land 8,880,000 11/1/19 1,762,387 2002 Certificates of Participation – Convention Center 1,290,000 8/1/23 781,063 2008 Lease Revenue Bonds – Various City Facilities 31,445,000 8/1/19 3,654,225 Total Long-term General Fund Obligations 79,615,000 11,629,980 Short-term Lease Payment Obligation: 2010 Lease Revenue Notes – Convention Center Grand Plaza 5,185,000 12/1/14 5,232,961 Grand Total $84,800,000 $16,862,941 The Financing Plan is targeting $17 million per year or less in lease payments. This amount is generally equal to the annual lease payment obligation of the General Fund (listed above). All of the above obligations (with the exception of the lease payment obligations for the 2008 Lease Revenue Bonds that are not eligible for refinancing) would be refinanced to take advantage of lower interest rates that are currently available. Further, the plan will not extend the term of repayment for any of the General Fund lease obligations. The end result could provide level lease payments of $17 million or less to pay the lease payments for the refinanced capital improvements of $53 million (principal) and provide construction proceeds of approximately $190 million, to be used for the ACC expansion consisting of approximately a 200,000 net square foot addition of meeting space plus support space, replacement parking facilities, and related remodeling, furnishings, equipment, improvements, and betterments. ---PAGE BREAK--- FINANCING OF ANAHEIM CONVENTION CENTER AND REFINANCING OF CERTAIN CITY CAPITAL IMPROVEMENTS July 22, 2014 Page 5 of 7 The following is a comparison of the existing General Fund lease obligations (excluding the Anaheim Resort) before and after the refinancing: General Fund Lease Payments for Capital Improvements Before Refinancing Fiscal Year Ending 6/30 1993 Arena Land Lease Payments 1992 Convention Center Lease Payments 2002 Convention Center Lease Payments 2010 Convention Center Lease Payments 2008 Refinancing Lease Payments Total General Fund Lease Payments 2015 1,762,387 $ 5,432,305 $ 781,063 $ 5,232,961 $ 3,654,225 $ 16,862,941 $ 2016 1,769,838 5,943,362 76,266 - 3,617,372 11,406,839 2017 1,781,112 5,935,664 51,079 - 6,045,800 13,813,655 2018 1,800,400 5,937,025 49,599 - 6,045,900 13,832,924 2019 1,802,538 5,907,996 66,238 - 6,047,875 13,824,647 2020 1,817,200 5,861,728 91,043 - 1,996,250 9,766,221 2021 - 5,886,236 55,504 - - 5,941,740 2022 - 958,806 62,272 - - 1,021,078 2023 - 995,103 23,236 - - 1,018,339 2024 - 933,532 85,740 - - 1,019,271 Total 10,733,475 $ 43,791,757 $ 1,342,039 $ 5,232,961 $ 27,407,422 $ 88,507,654 $ General Fund Lease Payments for Capital Improvements After Refinancing* Fiscal Year Ending 6/30 1993 Arena Land Lease Payments 1992 Convention Center Lease Payments 2002 Convention Center Lease Payments 2010 Convention Center Lease Payments 2008 Refinancing Lease Payments Total General Fund Lease Payments 2015 1,984,216 $ 4,982,995 $ 1,289,785 $ 5,232,961 $ 3,654,225 $ 17,144,183 $ 2016 5,842,828 6,955,960 - - 3,617,372 16,416,160 2017 - 10,521,897 - - 6,045,800 16,567,697 2018 - 820,941 - - 6,045,900 6,866,841 2019 - 858,646 - - 6,047,875 6,906,521 2020 - 3,828,659 - - 1,996,250 5,824,909 2021 - 1,432,548 - - - 1,432,548 2022 - - - - - - 2023 - - - - - - 2024 - - - - - - Total 7,827,043 $ 29,401,646 $ 1,289,785 $ 5,232,961 $ 27,407,422 $ 71,158,858 $ Net Savings 2,906,432 $ 14,390,110 $ 52,254 $ - $ - $ 17,348,796 $ Benefit to the General Fund As noted above, the lease payment obligations begin to be paid in full in FY 2019/20. As part of its due diligence, City staff estimated the difference between not expanding and expanding the ACC. In the “Do Nothing” scenario the City will begin to save the money that was being paid as lease payments in FY 2019. However, the Convention Center will also likely begin to lose market share of convention/meeting activity that would yield less revenues, economic benefits (in terms or spending, jobs and earnings) and tax revenues to the City. In addition, the CarPark 1 structure will need to be rebuilt irrespective of the expansion project and the City would again need to pay marketing and promotional costs (conservatively estimated at the 2010 level of $6 million annually). When comparing this “Do Nothing” scenario to the ACC expansion and the new tax revenues that would be received, it is estimated conservatively that the General Fund would instead be better off by $115 million in FY 2031 (the mid-point) and $320 million over a 30-year period, which could be used to fund neighborhood and community services and projects. ---PAGE BREAK--- FINANCING OF ANAHEIM CONVENTION CENTER AND REFINANCING OF CERTAIN CITY CAPITAL IMPROVEMENTS July 22, 2014 Page 6 of 7 "Do Nothing" ACC Expansion Fiscal Year (FY) Total Net Revenues* Lease Payments Marketing & Promotions Net Available to the General Fund Total Net Revenues* Lease Payments Net Available to the General Fund Annual Benefit to the General Fund Cumulative Benefit to the General Fund 2017 16,402,400 $ (11,495,819) $ (6,000,000) $ (1,093,419) $ 25,959,500 $ (17,000,000) $ 8,959,500 $ 10,052,919 $ 10,052,919 $ 2018 16,923,232 (13,562,332) (6,000,000) (2,639,100) 26,695,725 (17,000,000) 9,695,725 12,334,825 22,387,744 2019 17,459,212 (13,562,248) (6,000,000) (2,103,036) 27,453,366 (16,994,254) 10,459,113 12,562,148 34,949,892 2020 18,010,786 (13,568,417) (6,000,000) (1,557,631) 28,233,053 (16,455,746) 11,777,307 13,334,938 48,284,830 2021 18,578,411 (5,647,632) (6,000,000) 6,930,779 29,035,432 (14,460,583) 14,574,848 7,644,069 55,928,899 2022 19,162,559 (2,899,556) (6,000,000) 10,263,003 29,861,171 (14,912,000) 14,949,171 4,686,167 60,615,067 2023 19,763,715 (2,899,507) (6,000,000) 10,864,209 30,710,956 (14,911,750) 15,799,206 4,934,998 65,550,064 2024 20,382,381 (2,899,264) (6,000,000) 11,483,117 31,585,495 (14,910,500) 16,674,995 5,191,878 70,741,942 2025 21,019,069 (2,898,729) (6,000,000) 12,120,340 32,485,514 (14,907,750) 17,577,764 5,457,424 76,199,367 2026 21,674,310 (2,898,778) (6,000,000) 12,775,532 33,411,764 (14,908,000) 18,503,764 5,728,231 81,927,598 2027 22,348,650 (2,899,264) (6,000,000) 13,449,387 34,365,015 (14,910,500) 19,454,515 6,005,129 87,932,726 2028 23,042,651 (2,899,069) (6,000,000) 14,143,582 35,346,063 (14,909,500) 20,436,563 6,292,981 94,225,707 2029 23,756,891 (2,899,069) (6,000,000) 14,857,822 36,355,724 (14,909,500) 21,446,224 6,588,402 100,814,110 2030 24,491,966 (2,899,118) (6,000,000) 15,592,848 37,394,842 (14,909,750) 22,485,092 6,892,244 107,706,354 2031 25,248,488 (2,899,069) (6,000,000) 16,349,419 38,464,282 (14,909,500) 23,554,782 7,205,364 114,911,718 2032 26,027,090 (2,898,778) (6,000,000) 17,128,312 39,564,939 (14,908,000) 24,656,939 7,528,627 122,440,345 2033 26,828,420 (2,899,069) (6,000,000) 17,929,351 40,697,730 (14,909,500) 25,788,230 7,858,879 130,299,224 2034 27,653,149 (2,898,778) (6,000,000) 18,754,372 41,863,602 (14,908,000) 26,955,602 8,201,231 138,500,455 2035 28,501,966 (2,899,701) (6,000,000) 19,602,265 43,063,530 (14,912,750) 28,150,780 8,548,516 147,048,970 2036 29,375,580 (2,899,653) (6,000,000) 20,475,927 44,298,517 (14,912,500) 29,386,017 8,910,090 155,959,060 2037 30,274,721 (2,899,458) (6,000,000) 21,375,263 45,569,596 (14,911,500) 30,658,096 9,282,833 165,241,893 2038 43,774,990 (2,898,924) (6,000,000) 34,876,067 64,661,316 (14,908,750) 49,752,566 14,876,499 180,118,392 2039 45,104,712 (2,898,826) (6,000,000) 36,205,885 66,541,305 (14,908,250) 51,633,055 15,427,170 195,545,562 2040 46,473,602 (2,898,924) (6,000,000) 37,574,679 68,476,677 (14,908,750) 53,567,927 15,993,249 211,538,811 2041 47,882,823 (2,898,972) (6,000,000) 38,983,851 70,469,074 (14,909,000) 55,560,074 16,576,224 228,115,034 2042 49,333,568 (2,899,701) (6,000,000) 40,433,867 72,520,186 (14,912,750) 57,607,436 17,173,569 245,288,603 2043 50,827,070 (2,898,875) (6,000,000) 41,928,195 74,631,752 (14,908,500) 59,723,252 17,795,057 263,083,660 2044 52,364,594 (2,899,215) (6,000,000) 43,465,379 76,805,565 (14,910,250) 61,895,315 18,429,935 281,513,595 2045 53,947,447 (2,899,410) (6,000,000) 45,048,037 79,043,470 (14,911,250) 64,132,220 19,084,182 300,597,778 2046 55,576,972 (2,899,167) (6,000,000) 46,677,805 81,347,367 (14,910,000) 66,437,367 19,759,562 320,357,339 Totals 922,211,427 $ (130,315,323) $ (180,000,000) $ 611,896,104 $ 1,386,912,526 $ (454,659,083) $ 932,253,443 $ 320,357,339 $ *Net revenues include total Transient Occupancy Tax (TOT) and Sales Tax attributable to the Convention Center, plus any ACC operating loss or gain, minus amounts committed to Lease Payment Measurement Revenues (LPMR - see Appendix A for more information). The current estimates have generally level lease payments equal to approximately $17 million each year through FY 2019, decreasing to approximately $15 in FY 2020 through FY 2046. The plan includes current interest bonds only and does not contemplate the use of capital appreciation bonds (CABs). See Appendix B for more information on the preliminary bond structure. CONCLUSION: The Crossroads cost/benefit analysis estimates that the Financing Plan for the expansion of the ACC and the refinancing of existing capital improvements, after providing for the extension of annual lease payments at current levels, will provide additional taxes to the General Fund available for neighborhood and community services and projects. While the analysis is based on expected results, not undertaking such expansion and refinancing will result in the City covering costs from the General Fund that are currently paid through the ATID, the costs of replacing CarPark 1 and the ---PAGE BREAK--- FINANCING OF ANAHEIM CONVENTION CENTER AND REFINANCING OF CERTAIN CITY CAPITAL IMPROVEMENTS July 22, 2014 Page 7 of 7 costs of the ACC operations not covered from revenues as a result of the loss of major conventions. IMPACT ON BUDGET: There is no significant immediate impact to the General Fund, as the annual lease payment obligations for capital improvements will remain where they are today. It is anticipated that in future years there will be a net benefit to the General Fund that could be used to fund neighborhood and community services and projects. Respectfully submitted, Deborah A. Moreno Finance Director Attachments: 1. Appendix A – Anaheim Resort Improvements – APFA 1997 Lease Revenue Bonds and 2007 Refunding Lease Revenue Bonds 2. Appendix B – AHPIA 2014 Lease Revenue Bonds – Preliminary Bond Structure 3. Resolution 4. Indenture of Trust 5. Lease Agreement 6. Site and Facility Lease 7. Purchase Contract 8. Continuing Disclosure Agreement 9. Preliminary Official Statement 10. Escrow Agreement (1992 Certificates) 11. Escrow Agreement (1993 Certificates) 12. Escrow Agreement (2002 Bonds) 13. Crossroads ACC Expansion Market & Economic Analysis Updated Final Report – February 2014 14. Final Supplemental Environmental Impact Report No. 2008-00340