PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER__, 2014
NEW ISSUE (BOOK-ENTRY ONLY)Ratings: S&P “A-”
(See “Ratings” herein.)
In the opinion of Bond Counsel to the Authority, based on existing laws, regulations, rulings and court decisions and assuming, among other matters, the accuracy of certain certifications and compliance with certain covenants, interest on the Bonds is excludable from gross income for federal income tax purposes. Interest on the Bonds is not a specific preference item for purposes of the federal individual and corporate alternative minimum taxes but such interest is included in adjusted current earnings in computing the federal alternative minimum taxes imposed on certain corporations. Bond Counsel is also of the opinion based on existing laws of the State of California as enacted and construed that interest on the Bonds is exempt from State of California personal income taxes. Bond Counsel expresses no opinion regarding any other tax consequences relating to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. See “TAX MATTERS” herein.
$______[*]INDEPENDENT CITIES FINANCE AUTHORITY
MOBILE HOME PARK REVENUE REFUNDING BONDS
(HACIENDA VALLEY ESTATES)SERIES 2014
Dated: Date of DeliveryDue: As shown on inside page
The Bonds, defined below, are being issued pursuant to an Indenture of Trust, dated as of November 1, 2014 (the “Indenture”), between the Independent Cities Finance Authority (the “Authority”) and MUFG Union Bank, N.A., as trustee (the “Trustee”). The proceeds of the Bonds are to be used primarily to fund a loan to Millennium Housing, LLC, a California limited liability company (the “Borrower”), to (i) refund in full certain Prior Bonds issued to finance the acquisition and improvement of the Hacienda Valley Estateslocated in the City of Morgan Hill, California (the “Project”), (ii) fund the Debt Service Reserve Fund, (iii) fund the Restricted Account of the Repair and Replacement Fund and (iv) make deposits to the Cost of Issuance Fund established under the Indenture.
The Bonds will be delivered in fully registered form only and, when issued, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository of the Bonds. Ownership interests in the Bonds may be purchased in denominations of $5,000, or any integral multiple thereof, in book-entry form only as described herein. Upon receipt of payments of principal of, premium, if any, and interest on the Bonds, DTC will in turn remit such principal, premium, if any, and interest to the participants in DTC (as described herein) for subsequent disbursement to the beneficial owners of the applicable series of Bonds. Interest on the Bonds is payable semiannually on May 15 and November 15 of each year, commencing May 15, 2015.*
The Bonds are subject to optional, mandatory and special redemption prior to their respective maturity dates as described herein.
The Bonds are special limited obligations of the Authority, payable solely from Pledged Revenues and secured as to the payment of the interest on and the principal of the Bonds in accordance with their terms and the terms of the Indenture from Pledged Revenues and other funds and a first lien deed of trust on the Project, all as provided therefor in the Indenture.
Pledged Revenues consist of Revenues, except for amounts on deposit in the Unrestricted Account of the Repair and Replacement Fund, the Administration Fund and the Rebate Fund created under the Indenture. Revenues consist of Operating Revenues, Prepayments, the proceeds of certain insurance required to be maintained under the Loan Agreement, the amounts of the funds and accounts held by the Trustee under the Indenture, all proceeds of rental interruption insurance policies, if any, required to be maintained under the Loan Agreement, any proceeds derived from the exercise of remedies under the Deed of Trust and any additional property that may be subjected to the lien of the Indenture by the Authority, all as more fully set forth in the Indenture.
This cover page contains certain information for general reference only. It is not intended as a summary of this transaction. Investors are advised to read the entire Official Statement to obtain information essential to making an informed investment decision with respect to the Bonds.
Maturity Schedule
PLEASE SEE THE INSIDE COVER HEREOF
The Bonds are offered when, as and if executed and delivered, subject to the approval as to their legality of Ballard Spahr LLP, Bond Counsel to the Authority, and certain other conditions. Certain legal matters will be passed upon for the Authority by Best Best & Krieger LLP, Los Angeles, California, Authority Counsel, and Ballard Spahr LLP, as Bond Counsel to the Authority, and for the Borrower by Goldfarb & Lipman LLP, Oakland, California and Charles, Kane & Dye, LLP, Newport Beach, California. It is anticipated that the Bonds will be available for delivery through the facilities of DTC in New York, New York on or about November__, 2014.
The date of this Official Statement is November__, 2014.
MATURITY SCHEDULE[*]
INDEPENDENT CITIES FINANCE AUTHORITY
MOBILE HOME PARK REVENUE REFUNDING BONDS
(HACIENDA VALLEY ESTATES)
$______SERIES 2014
$______Serial Bonds
Principal / Maturity / InterestAmount / Date / Rate / Yield / Price / CUSIP(1)
$______– ______% Term Bonds due November 15, 20__, Price – _____%; CUSIP(1)______
$______– ______% Term Bonds due November 15, 20__, Price – _____%; CUSIP(1) ______
$______– ______% Term Bonds due November 15, 20__, Price – _____%; CUSIP(1) ______
$______– ______% Term Bonds due November 15, 20__, Price – _____%; CUSIP(1) ______
$______– ______% Term Bonds due November 15, 20__, Price – _____%; CUSIP(1) ______
(1)CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein are provided by Standard & Poor’s CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc., and are provided for convenience of reference only. Neither the Authority nor the Underwriter assumes any responsibility for the accuracy of these CUSIP data.
NEITHER THE AUTHORITY, ANY OF ITS MEMBERS (THE “MEMBERS”), NOR ANY PERSON EXECUTING THE BONDS IS LIABLE PERSONALLY ON THE BONDS OR SUBJECT TO ANY PERSONAL LIABILITY OR ACCOUNTABILITY BY REASON OF THEIR ISSUANCE. THE BONDS ARE SPECIAL LIMITED OBLIGATIONS OF THE AUTHORITY AND ARE NOT A DEBT, NOR A PLEDGE OF THE FULL FAITH AND CREDIT, OF THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS, AND NEITHER ARE THEY LIABLE ON THE BONDS, NOR ARE THE BONDS PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN THE PLEDGED REVENUES AND FUNDS PLEDGED UNDER THE INDENTURE FOR THE PAYMENT THEREOF.THE ISSUANCE OF THE BONDS DOES NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE AUTHORITY, THE MEMBERS, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY OR TO PLEDGE ANY FORM OF TAXATION THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT.THE AUTHORITY HAS NO TAXING POWERS.
INDEPENDENT CITIES FINANCE AUTHORITY
GOVERNING BOARD
MEMBERS:
Baldwin Park, Compton, Huntington Park,
Lynwood, San Fernando, South Gate, Vernon
ASSOCIATE MEMBERS:
Alhambra, Apple Valley, Azusa, Barstow, Bell, Bellflower, Brea, Capitola, Carpinteria, Carson, Chino, Claremont, Colton, Commerce, Covina, Downey, Duarte, El Monte, Fairfield, Fontana, Fresno, Gardena, Garden Grove, Glendale, Glendora, Hawaiian Gardens, Hawthorne,Hermosa Beach,Indio, Inglewood, La Habra, La Puente, Lakewood, Lancaster, Lawndale, Long Beach, Los Angeles, Monrovia, Montclair, Montebello, Monterey Park, Morgan Hill, Norwalk, Oceanside, Palmdale, Palm Springs, Paramount, Pico Rivera, Planada Community Services District,Pomona, Rancho Cucamonga, Rialto, Riverside, Rohnert Park, Salinas, San Bernardino, San Bernardino County, San Diego County, San Juan Capistrano, San Marcos, San Mateo County, Santa Clarita, Santa Rosa, Signal Hill, Vista, West Covina, Whittier, Yucaipa
AUTHORITY OFFICERS
W. Michael McCormick, President (City of Vernon)
Deborah J. Smith, Secretary and Executive Director
SPECIAL SERVICES
Financial Advisor to the Authority
Wolf & Company Inc.
Los Angeles, California
Authority Counsel
Best Best & Krieger LLP
Los Angeles, California
Bond Counsel
Ballard Spahr LLP
Trustee
MUFG Union Bank, N.A.
Los Angeles, California
Underwriter
Newcomb Williams Financial Group,
Securities offered through Stinson Securities, LLC
Carlsbad, California
TABLE OF CONTENTS
Page / Page1
Page / PageINTRODUCTION......
Forward Looking Statements......
THE PLAN OF FINANCING......
ESTIMATED SOURCES AND USES OF FUNDS......
DEBT SERVICE REQUIREMENTS*
THE BONDS......
General......
Redemption......
Purchase of Bonds......
Book-Entry System......
SECURITY FOR THE BONDS......
Net Operating Revenues......
Pledge......
The Loan Agreement and the Note......
Borrower Obligations Non-Recourse.....
Reserve Fund......
THE INDENTURE......
Application of Bond Proceeds......
Project Fund......
Cost of Issuance Fund......
Deposits......
Revenue Fund......
Debt Service Fund......
Redemption Fund......
Debt Service Reserve Fund......
Rebate Fund......
Administration Fund......
Repair and Replacement Fund......
Surplus Fund......
Investment and Deposit of Funds......
Covenants of the Authority......
Supplemental Indentures......
Powers of Amendment......
Bonds Events of Default......
Remedies......
Priority of Payments After Event of Default
Limitations of Rights of Bondowners.....
Remedies Not Exclusive......
Limited Liability of the Authority......
THE LOAN AGREEMENT......
Amount and Source of Loan......
Loan Repayment......
Nature of the Borrower’s Obligations.....
Borrower Not to Dispose of Assets; Conditions Under Which Exceptions Permitted
Cooperation in Enforcement of Regulatory Agreement
Additional Instruments......
Books and Records; Annual Reports.....
Notice of Certain Events......
Consent to Assignment......
Title to the Project......
Operation of the Project......
Continuing Disclosure......
Minimum Rents; Coverage Requirement Certificate
Public Liability and Workers’ Compensation Insurance
Casualty Insurance......
Rental Interruption Insurance......
Title Insurance......
Repair and Replacement......
Other Debt, No Recourse Debt......
Replenishment of Debt Service Reserve Fund
Project Management Agreements......
Operating Fund......
Events of Default Under the Loan Agreement
Remedies......
Beneficiaries......
THE REGULATORY AGREEMENT......
Residential Rental Property; Qualified Residents
Authority Requirements......
Qualified Residents......
Sale or Transfer of the Project......
Term......
Enforcement......
THE SUPPLEMENTAL REGULATORY AGREEMENT......
Additional Project Requirements......
Management and Operation of Project.....
Qualified Residents......
Other Covenants......
Sale or Transfer of the Project; Option to Purchase.
Term......
THE SUBORDINATION AGREEMENT...
THE BORROWER......
Organization......
Operations......
THE PROJECT......
Mobile Home Park Overview......
Vicinity Description......
The Project......
Maps......
Environmental Site Assessment......
Physical Needs Assessment......
Historical Operating Results......
Other Mobile Home Parks......
Rent Control Ordinance......
Management Agreement and Qualifications of Manager
Rents/Occupancy......
Projected Operating Results......
Oversight Agent......
THE AUTHORITY......
RISK FACTORS......
Bonds Are Limited Obligations of the Authority
Loan Payments Non-Recourse......
Loan Payments Not Preference Proof.....
Restrictions Under the Regulatory Agreement and the Supplemental Regulatory Agreement
Risk of Taxability......
Conditions Which May Affect Borrower’s Ability to Pay
Value of Project; Economic Feasibility....
Competing Facilities......
Risks of Ownership of Real Property.....
Environmental Risks......
Insufficient Insurance and Sale Proceeds Relating to the Project
Enforceability and Bankruptcy......
Anti-Deficiency Laws of the State of California
Forward-Looking Statements......
Limited Secondary Market......
TAX MATTERS......
LEGAL OPINIONS......
CONTINUING DISCLOSURE......
LITIGATION......
The Authority......
The Borrower......
RATINGS......
FINANCIAL ADVISOR......
UNDERWRITING......
MISCELLANEOUS......
1
Page / PageAppendix A - General Information Regarding the City of Morgan Hill...... A-1
Appendix B - Definitions...... B-1
Appendix C - Form of Opinion of Bond Counsel...... C-1
Appendix D - Appraisal...... D-1
Appendix E - Form of Continuing Disclosure Agreement...... E-1
1
No broker, dealer, salesman or other person has been authorized by the Authority or the Underwriter to give any information or to make any representations in connection with the offer or sale of the Bonds other than as set forth herein and, if given or made, such information or representation must not be relied upon as having been authorized by the Authority or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale.
This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of facts.
The information set forth in this Official Statement has been obtained from sources which are believed to be reliable, but it is not guaranteed as to its accuracy or completeness, and is not to be construed as a representation by the Borrower or the Authority. Except for the information contained under the captions “THE AUTHORITY” AND “LITIGATION—The Authority,” the Authority neither has nor will assume any responsibility as to the accuracy or completeness of the information in this Official Statement. The information and expressions of opinion stated herein are subject to change without notice. Neither the delivery of this Official Statement nor the sale of any of the Bonds implies that the information herein is correct as of any time subsequent to the date hereof. The delivery of this Official Statement shall not, under any circumstances, create any implication that there has been no change in the affairs of the Authority, the Borrower, or the major participants in the Project. All summaries of the Bonds, the resolution authorizing their issuance, the Indenture and the other documents discussed herein are made subject to the provisions of such documents and do not purport to be complete statements of any or all of the provisions thereof. Reference is hereby made to the Bonds, said resolution, the Indenture and such other documents on file with the Trustee for further information.
The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
The Bonds have not been registered under the Securities Act of 1933, as amended, in reliance upon an exemption contained in such act. The Bonds have not been registered or qualified under the securities laws of any state. These securities have not been approved or disapproved by the Securities and Exchange Commission or any State Securities Commission nor has the Securities Exchange Commission or any State Securities Commission passed upon the accuracy or adequacy of this Official Statement. Any representation to the contrary is a criminal offense.
1
OFFICIAL STATEMENT
$______[*]INDEPENDENT CITIES FINANCE AUTHORITYMOBILE HOME PARK REVENUE REFUNDING BONDS
(HACIENDA VALLEY ESTATES)SERIES 2014
INTRODUCTION
This Official Statement, including the cover page and Appendices hereto, provides certain information concerning the sale and delivery by the Independent Cities Finance Authority (the “Authority”) of its Mobile Home Park Revenue Refunding Bonds(Hacienda Valley Estates) Series 2014 (the “Bonds”) in the initial aggregate principal amount of $______.*
THE BONDS ARE SUBJECT TO CERTAIN RISKS, INCLUDING THE RISK THAT THE PROJECT MAY NOT GENERATE NET OPERATING REVENUES SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS. SEE THE SECTION HEREIN ENTITLED “RISK FACTORS” FOR A DISCUSSION OF SPECIAL RISK FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING THE INVESTMENT QUALITY OF THE BONDS.
The Authority previously issued its Mobile Home Park Revenue Bonds (Morgan Hill, Hacienda Valley Estates) Series 2004A and its Mobile Home Park Subordinate Revenue Bonds (Morgan Hill, Hacienda Valley Estates) Series 2004B (together, the “Prior Bonds”) pursuant to an Indenture of Trust, dated as of November 1, 2004 (the “Prior Indenture”), between the Authority and MUFG Union Bank, N.A. (formerly known as Union Bank of California, N.A.), in such capacity (the “Prior Trustee”), and loaned the proceeds of the Prior Bonds (the “Prior Loan”) to Millennium Housing of California, a California nonprofit public benefit corporation (the “Prior Borrower”), in order to provide financing with respect to the acquisition and improvement of the Hacienda Valley Estates(the “Project”) located in the City.
The Bonds will be issued by the Authority pursuant to an Indenture of Trust, dated as of November 1, 2014 (the “Indenture”), between the Authority and MUFG Union Bank, N.A., as trustee (the “Trustee”). The proceeds of the sale of the Bonds will be used to fund a loan (the “Loan”) to Millennium Housing, LLC, a California limited liability company(the “Borrower”), pursuant to a Loan Agreement, dated as of November 1, 2014 (the “Loan Agreement”) among the Authority, the Borrower and the Trustee. The Borrower will use the proceeds of the Loan to (i) refund the Prior Bonds in full and (ii) make deposits to various Accounts and Funds established under the Indenture. Specifically, the proceeds of the Bonds will be used to make deposits to the Project Fund, the Costs of Issuance Fund, the Debt Service Reserve Fundandthe Restricted Account of the Replacement Reserve Fund. See “THE PLAN OF FINANCING” and “ESTIMATED SOURCES AND USES OF FUNDS.”
In connection with the issuance of the Bonds and the repayment of the Prior Bonds, Millennium Housing of California will transfer the Project to the Borrower.
Other than the Project and revenues received by virtue of its ownership of the Project, the Borrower currently has no other property or sources of revenues that are available or that have been pledged to repay its obligations under the Loan Agreement. See “THE BORROWER —Operations.”
The Bonds are special limited obligations of the Authority, payable solely from and secured as to the payment of the interest on and the principal of and the redemption premium, if any, from Pledged Revenues (as hereinafter defined) and other funds and property including the Deed of Trust (as defined herein) as provided therefor in the Indenture. “Pledged Revenues,” in turn, consist primarily of the Operating Revenues of the Project, the principal source of which is the monthly rental income for mobile home spaces (the “Spaces”) within the Project and certain other required deposits under the Indenture. See “SECURITY FOR THE BONDS” and “THE PROJECT” herein. THE BONDS ARE NOT A DEBT OF THE AUTHORITY, MEMBERS OF THE AUTHORITY, THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS FOR PURPOSES OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION, NOR IN ANY EVENT SHALL THE BONDS BE PAYABLE OUT OF FUNDS OR PROPERTIES OTHER THAN AS PLEDGED PURSUANT TO THE INDENTURE.