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Moody's:
“Aa2”
S&P:
“AA-”
(See "Ratings" herein)
NEW ISSUE - Book-Entry-Only
In the opinion of Bass, Berry & Sims PLC, Bond Counsel, based on existing law and assuming compliance with certain tax covenants
of the Authority and the Metropolitan Government, interest on the Series 2013A Bonds will be excluded from gross income for federal income tax
purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations;
however, such interest is taken into account in determining the adjusted current earnings of certain corporations for purposes of the alternative
minimum tax on corporations
...
For a more detailed explanation of certain tax
consequences under federal law which may result from the ownership of the Series 2013 Bonds, see the discussion under the heading “TAX
MATTERS” herein
...
(See “TAX
MATTERS” herein)
...
The Series 2013A Bonds and
the Series 2013B Bonds are collectively referred to herein as the “Series 2013 Bonds”
...
, as nominee of The Depository Trust Company, New
York, New York (“DTC”)
...
Individual purchases of beneficial ownership interests
in the Series 2013 Bonds will be made in book-entry form only, in denominations of $5,000 or multiples thereof through DTC Participants (as
hereinafter defined)
...
The Series 2013 Bonds are to be issued under and subject to the Constitution and the laws of the State of Tennessee (the “State”),
including particularly, Title 7, Chapter 67, Tennessee Code Annotated, as amended, and the applicable provisions of Title 9, Chapter 21,
Tennessee Code Annotated, as amended
...
The Trustee shall also serve as registration and paying agent
for the Series 2013 Bonds
...
Payments of principal of, premium, if any, and interest on the
Series 2013 Bonds are to be made to purchasers by DTC through the Participants (as such term is herein defined)
...
See “DESCRIPTION OF THE SERIES 2013 BONDS-Book Entry Only System”
herein
...
The principal of, premium, if any, and interest on the Series 2013 Bonds shall be secured solely by and payable from (i) Sales Tax
Rebate Revenues, (ii) TIF Payments, if any, (iii) in the case of Series 2013B Bonds only, Team Lease Payments and (iv) to the extent the
foregoing revenues are not sufficient to pay debt service, from Urban Service District Non-Tax Revenues (“USD Non-Tax Revenues”) of The
Metropolitan Government of Nashville and Davidson County (the "Metropolitan Government")
...
The Series 2013 Bonds are not general obligations of the Authority but are limited obligations secured solely by the revenues
and receipts pledged to the payment of such Series 2013 Bonds as provided above and more fully discussed herein
...
The Authority has no taxing power
...
Certain legal matters will be passed on for the Authority and the Metropolitan Government by Saul
Solomon, Director of Law, and for the Underwriters by their counsel, Charles E
...
The Series 2013 Bonds will be available for delivery through the facilities of DTC in New York, New York on or about December 19, 2013
...
RAYMOND JAMES
LOOP CAPITAL MARKETS, LLC
This Official Statement is dated December 12, 2013
...
000%
3
...
000%
4
...
000%
5
...
000%
5
...
250%
5
...
250%
4
...
000%
4
...
000%
5
...
750%
1
...
580%
2
...
540%
2
...
220%
3
...
660% *
3
...
910% *
4
...
170% *
4
...
400% *
4
...
500% Term Bond Due August 1, 2033, Yield 4
...
000% Term Bond Due August 1, 2038, Yield 4
...
000% Term Bond Due August 1, 2043, Yield 4
...
250%
1
...
350%
2
...
400%
3
...
950%
4
...
250%
1
...
350%
2
...
400%
3
...
950%
4
...
625% Term Bond Due August 1, 2028, Yield 4
...
375% Term Bond Due August 1, 2033, Yield 5
...
625% Term Bond Due August 1, 2043, Yield 5
...
(1)
CUSIP is a registered trademark of the American Bankers Association
...
These data are not intended to create a database and do not serve in any way as a
substitute for the CUSIP Services
...
They are included solely for the convenience of the readers of this Official Statement
...
This Official Statement does not constitute an offer or solicitation in any jurisdiction
which such offer or solicitation is not authorized, or in which any person making such offer or solicitation is not qualified to do
so, or to any person to whom it is unlawful to make such offer or solicitation
...
This Official Statement is not to be construed as a contract with the purchaser of the Series 2013 Bonds
...
This Official Statement
contains "forward-looking" statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended
...
Investors are cautioned that the actual results could differ materially from those set forth in the
forward-looking statements
...
All summaries herein of documents and agreements are qualified in their entirety by reference to such documents and
agreements, and all summaries herein of the Series 2013 Bonds are qualified in their entirety by reference to the forms thereof
included in the Indenture (as defined herein), and the provisions with respect thereto included in the aforementioned documents
and agreements
...
Additionally, if a significant default or other financial crisis should occur in the affairs of
the United States or of any of its agencies or political subdivisions, then such event could also adversely affect the market for,
and liquidity, and market value of outstanding debt obligations, such as the Series 2013 Bonds
...
NO ASSURANCE CAN BE GIVEN THAT SUCH INFORMATION WILL NOT BE MISLEADING AT A
LATER DATE
...
THE SERIES 2013 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION (“SEC”) BY REASON OF CERTAIN EXEMPTIONS CONTAINED IN THE SECURITIES ACT OF 1933, AS
AMENDED
...
THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY, NOR HAVE SUCH AUTHORITIES CONFIRMED THE ACCURACY OR
DETERMINED THE ACCURACY OF THIS DOCUMENT
...
THE FINANCIAL ADVISOR HAS BEEN EMPLOYED BY THE AUTHORITY AND THE METROPOLITAN
GOVERNMENT TO ADVISE THEM WITH RESPECT TO CERTAIN MATTERS RELATING TO THE PROPOSED STRUCTURE
OF THE SERIES 2013 BONDS
...
THE UNDERWRITERS HAVE PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFICIAL
STATEMENT: THE UNDERWRITERS HAVE REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE
WITH, AND AS A PART OF, THEIR RESPECTIVE RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS
AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITERS DO NOT GUARANTEE
THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION
...
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME
...
D
...
Riebeling, Director
of Finance of the Metropolitan
Government
Metropolitan Courthouse
1 Public Square
Suite 106
Nashville, TN 37201
(615) 862-6151
Lannie Holland, Treasurer of the
Metropolitan Government
700 2nd Avenue
Suite 205
Nashville, TN 37210
(615) 862-6112
(iii)
TABLE OF CONTENTS
SUMMARY OF THE OFFERING
...
1
DESCRIPTION OF THE SERIES 2013 BONDS
...
1
Book-Entry-Only System
...
3
General Provisions Regarding Redemption
...
3
Mandatory Sinking Fund Redemption
...
5
PLAN OF FINANCE
...
6
SECURITY AND SOURCES OF PAYMENT
...
6
TIF Payments
...
7
USD Non-Tax Revenues
...
9
Additional Secured Debt
...
10
THE METROPOLITAN GOVERNMENT
...
12
General
...
12
Team Lease Payments and Sales Tax Rebate Revenues
...
12
Ratings
...
13
LITIGATION AND OTHER PROCEEDINGS
...
13
The Metropolitan Government
...
13
CERTAIN LEGAL MATTERS
...
14
Tennessee State Tax Exemption
...
14
Federal Tax Matters relating to the Series 2013B Bonds
...
18
UNDERWRITING
...
19
INDEPENDENT AUDITORS
...
20
MISCELLANEOUS INFORMATION
...
A-1
APPENDIX B: Financial and Demographic Information Related to the Metropolitan Government
...
C-1
APPENDIX D: Form of Continuing Disclosure Certificate
...
E-1
(iv)
THE SPORTS AUTHORITY OF THE METROPOLITAN GOVERNMENT OF NASHVILLE AND
DAVIDSON COUNTY
J
...
ELLIOTT, Chair
KIM ADKINS, Vice-Chair
CATHY BENDER, Secretary/Treasurer
TOBY COMPTON, Executive Director
ALFONZO D
...
TEMPLE
NANCY VINCENT
HELEN WALKER
EMMETT WYNN
____________________________
Metropolitan Mayor
THE HONORABLE KARL F
...
RIEBELING
SAUL SOLOMON
___________________________
Chief Accountant
Metropolitan Treasurer
KIM MCDONIEL
LANNIE B
...
Metropolitan Department of Law
Nashville, Tennessee
Bond Counsel
...
First Southwest Company
Dallas, Texas
(v)
This Summary Statement is not intended to be complete
...
SUMMARY OF THE OFFERING
THE SERIES 2013 BONDS
...
BOOK ENTRY SYSTEM
...
, as nominee of The
Depository Trust Company, New York, New York, to which principal and
interest payments on the Series 2013 Bonds will be made
...
Beneficial owners of the Series 2013 Bonds will not
receive physical delivery of bond certificates, but each beneficial owner will
receive a credit balance on the books of the Participant (as defined herein) from
whom the beneficial owner purchased the Series 2013 Bonds
...
DENOMINATION
...
DATE OF ISSUE; DELIVERY
...
INTEREST PAYMENTS
...
OPTIONAL REDEMPTION
...
The Series 2013B Bonds maturing on or after August 1, 2024,
are subject to redemption by the Authority prior to maturity on or after August
1, 2023, in whole or in part at any time, from any moneys that may be available
for such purpose, upon payment of the price of par, plus interest accrued to the
redemption date
...
The Series 2013 Bonds will be issued to fund (i) costs to construct a minor
league baseball ballpark and related public improvements; (ii) land acquisition
costs; (iii) architectural, engineering, legal and consulting costs incident thereto;
(iv) the payment of capitalized interest on the Series 2013 Bonds and (v) costs
incident to the issuance and sale of the Series 2013 Bonds
...
The Series 2013 Bonds are being issued pursuant to a Trust Indenture entered
into by and among the Authority, Metropolitan Government, and Regions Bank,
as trustee, dated as of December 19, 2013 (the “Indenture”)
...
The Series 2013 Bonds are not general obligations of the Authority or the
Metropolitan Government but are limited obligations secured solely by and
payable from (i) Sales Tax Rebate Revenues, (ii) TIF Payments, if any, (iii) in
the case of Series 2013B Bonds only, Team Lease Payments and (iv) to the
extent the foregoing revenues are not sufficient to pay debt service, from USD
(vi)
Non-Tax Revenues of the Metropolitan Government (as all such terms are
defined herein)
...
BOND COUNSEL
...
TAX STATUS
...
In the further opinion of Bond Counsel, interest
on the Series 2013B Bonds is not excluded from gross income of the owners
thereof for federal income tax purposes
...
Under existing law, the Series 2013 Bonds and the income therefrom will be
exempt from all state, county and municipal taxation in the State of Tennessee,
except inheritance, transfer and estate taxes, and Tennessee franchise and excise
taxes
...
FINANCIAL ADVISOR
...
TRUSTEE AND REGISTRATION
AND PAYING AGENT
...
(vii)
OFFICIAL STATEMENT
RELATING TO
$65,000,000
THE SPORTS AUTHORITY OF THE METROPOLITAN GOVERNMENT OF
NASHVILLE AND DAVIDSON COUNTY (TENNESSEE)
$53,760,000
$11,240,000
PUBLIC IMPROVEMENT REVENUE BONDS
(BALLPARK PROJECT), SERIES 2013A
PUBLIC IMPROVEMENT REVENUE BONDS (BALLPARK
PROJECT), SERIES 2013B (FEDERALLY TAXABLE)
INTRODUCTORY STATEMENT
The purpose of this Official Statement, including the financial information contained in the Appendices
attached hereto, is to furnish information in connection with the sale by The Sports Authority of The Metropolitan
Government of Nashville and Davidson County (Tennessee) (the “Authority”) of its $53,760,000 Public
Improvement Revenue Bonds (Ballpark Project), Series 2013A (the “Series 2013A Bonds”) and its $11,240,000
Public Improvement Revenue Bonds (Ballpark Project), Series 2013B (Federally Taxable) (the “Series 2013B
Bonds”)
...
The Series 2013 Bonds are to be issued under and subject to the Constitution and the laws of the State of
Tennessee (the “State”), including particularly, Title 7, Chapter 67, Tennessee Code Annotated, as amended, and the
applicable provisions of Title 9, Chapter 21, Tennessee Code Annotated, as amended
...
The Trustee shall also serve as registration and
paying agent for the Series 2013 Bonds (with the Trustee sometimes referred to herein as the “Registration Agent”)
...
This Official Statement should be considered in its entirety, and no one subject discussed should be
considered less important than any other by reason of its location in the text
...
Terms used in this Official Statement in connection with the Series 2013 Bonds and not otherwise defined
herein shall have the same meanings as given to them in the Indenture
...
DESCRIPTION OF THE SERIES 2013 BONDS
Purpose of the Series 2013 Bonds
The Series 2013 Bonds are being offered to fund (i) costs to construct a minor league baseball ballpark and
related public improvements; (ii) land acquisition costs; (iii) architectural, engineering, legal and consulting costs
incident thereto; (iv) the payment of capitalized interest on the Series 2013 Bonds and (v) costs incident to the
issuance and sale of the Series 2013 Bonds
...
The Series 2013 Bonds will be issued as fully-registered securities registered in the name of
Cede & Co
...
Only one fully-registered Bond certificate will be issued in the aggregate
principal amount of each maturity of the Series 2013 Bonds, and will be deposited with DTC
...
DTC holds securities
that its participants ("Participants") deposit with DTC
...
Direct Participants include both U
...
and non-U
...
securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations
...
DTCC is the holding company for DTC, National Securities
Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies
...
Access to the DTC system is also available to others such as both
U
...
and non-U
...
securities brokers and dealers, banks, trust companies, and clearing corporations that clear
through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants")
...
The Rules applicable to DTC and its Participants are
on file with the SEC
...
dtcc
...
Purchases of Series 2013 Bonds under the DTC system must be made by or through Direct Participants,
which will receive a credit for the Series 2013 Bonds on DTC’s records
...
Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial
Owners are expected to receive written confirmation providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction
...
Beneficial Owners will not receive certificates
representing their ownership interest in the Series 2013 Bonds, except in the event that use of the book-entry system
for the Series 2013 Bonds is discontinued
...
The deposit of Series 2013 Bonds with DTC and their
registration in the name of Cede & Co
...
DTC has no knowledge of the
actual Beneficial Owners of the Series 2013 Bonds; DTC’s records reflect only the identity of the Direct Participants
to whose accounts such Series 2013 Bonds are credited, which may or may not be the Beneficial Owners
...
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time
...
will consent or vote with respect to the Series 2013 Bonds
...
The Omnibus
Proxy assigns Cede & Co
...
Principal and interest payments on the Series 2013 Bonds will be made to DTC
...
Payments by
Participants to Beneficial Owners will be governed by standing instructions and customary practices, as in the case
with securities held for the accounts of customers in bearer form or registered in "street name" and will be the
responsibility of such Participant and not of DTC, the Registration Agent, or the Authority, subject to any statutory
or regulatory requirements as may be in effect from time to time
...
DTC may discontinue providing its services as securities depository with respect to the Series 2013 Bonds
at any time by giving reasonable notice to the Authority or the Registration Agent
...
The Authority may decide to discontinue use of the system of book-entry transfers through DTC (or a
successor securities depository)
...
The information in this section concerning DTC and DTC’s book-entry system has been obtained from
sources that the Authority believes to be reliable, but the Authority takes no responsibility for the accuracy thereof
...
AS BONDHOLDER
...
See APPENDIX E “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE”
...
Optional Redemption
The Series 2013A Bonds maturing on or after August 1, 2024, are subject to redemption by the Authority
on or after August 1, 2023, in whole or in part at any time, from any moneys that may be available for such purpose,
upon payment of the price of par, plus interest accrued to the redemption date
...
Mandatory Sinking Fund Redemption
The Series 2013A Bonds maturing August 1, 2033, 2038, and 2043 are subject to mandatory sinking fund
redemption on August 1 of each of the dates set forth below at a redemption price equal to 100% of the principal
amount of the Series 2013A Bond to be redeemed plus accrued interest to the date of redemption in the years and in
the principal amounts indicated below:
Principal Amount of Series 2013A
Redemption Date
Bonds Redeemed
Final Maturity
August 1, 2033
August 1, 2032
August 1, 2033†
†Final Maturity
3
$ 2,005,000
$ 2,095,000
August 1, 2038
August 1, 2034
August 1, 2035
August 1, 2036
August 1, 2037
August 1, 2038†
$ 2,190,000
2,300,000
2,415,000
2,535,000
2,660,000
August 1, 2043
August 1, 2039
August 1, 2040
August 1, 2041
August 1, 2042
August 1, 2043†
$ 2,795,000
2,935,000
3,080,000
3,235,000
3,395,000
† Final Maturity
The Series 2013B Bonds maturing August 1, 2028, 2033, and 2043 are subject to mandatory sinking fund
redemption on August 1 of each of the dates set forth below at a redemption price equal to 100% of the principal
amount of the Series 2013B Bonds to be redeemed plus accrued interest to the date of redemption in the years and in
the principal amounts indicated below:
Final Maturity
Redemption Date
Principal Amount of Series 2013B
Bonds Redeemed
$ 280,000
290,000
305,000
320,000
335,000
August 1, 2028
August 1, 2024
August 1, 2025
August 1, 2026
August 1, 2027
August 1, 2028†
August 1, 2033
August 1, 2029
August 1, 2030
August 1, 2031
August 1, 2032
August 1, 2033†
$ 350,000
365,000
385,000
405,000
430,000
August 1, 2043
August 1, 2034
August 1, 2035
August 1, 2036
August 1, 2037
August 1, 2038
August 1, 2039
August 1, 2040
August 1, 2041
August 1, 2042
August 1, 2043†
$ 450,000
480,000
505,000
535,000
565,000
595,000
630,000
665,000
700,000
740,000
† Final Maturity
The principal amount of the Series 2013A Bonds and the Series 2013B Bonds to be called for mandatory
sinking fund redemption shall, at the option of the Authority, be reduced by the principal amount of such Series of
Bonds which, at least 60 days prior to the redemption date specified above, have been (1) purchased by the
Authority and delivered to the Trustee for cancellation or (2) redeemed otherwise than by this mandatory sinking
fund redemption provision and, in either case, not previously applied as a credit against the obligation to redeem the
Series 2013A Bonds or Series 2013B Bonds, as applicable, pursuant to this mandatory sinking fund redemption
provision
...
Interest on the Series 2013 Bonds, or
portions of Series 2013 Bonds, shall cease to accrue from and after such redemption date and on said date there will
become due and payable on the Series 2013 Bonds, the principal amount thereof to be redeemed, premium, if any,
and interest accrued thereon to the redemption date
...
Failure to give notice by mail or any defect in the notice to the owner of the Series 2013 Bonds
designated for redemption shall not affect the validity of the proceedings for redemption
...
PLAN OF FINANCE
Approximately $61,008,270
...
The Ballpark will be constructed on land acquired by the Authority and will be leased
to MFP Baseball, LLC (the “Team”), the owners of the Nashville Sounds, the AAA minor-league affiliate of major
league baseball’s Milwaukee Brewers, pursuant to a lease agreement dated on or about December 19, 2013 between
the Authority and the Team (the “Team Lease Agreement”)
...
The parking garage will be
constructed on land owned by the State
...
The Ballpark will be constructed within an area of the Metropolitan Government known as the Phillips
Jackson Redevelopment Area (the “Phillips Jackson Redevelopment Area”), within which the Metropolitan
Development and Housing Agency, an instrumentality and agency of the Metropolitan Government (“MDHA”), is
empowered to incur debt to finance redevelopment projects and to repay the debt from incremental property tax
revenues
...
MDHA will repay the loan from the Authority together with interest at a rate approximating
the interest rates on the Series 2013A Bonds, from certain incremental tax revenues collected by MDHA within the
Phillips Jackson Redevelopment Area
...
The Authority will assign its
rights to payments received under the TIF Documents (“TIF Payments”) to the Trustee to secure payment of the
Series 2013 Bonds
...
See “Security
and Sources of Payment” and “Investment Considerations” for more detail regarding the TIF Documents and TIF
Payments
...
[Remainder of Page Intentionally Left Blank]
5
SOURCES AND USES OF FUNDS
The table below sets forth the sources and uses of funds in connection with the issuance of the Series 2013
Bonds
...
00
1,986,297
...
00
(205,245
...
00
1,781,052
...
40
$ 11,034,754
...
25
55,164,719
...
13
10,908,740
...
27
66,073,459
...
40
$ 55,746,297
...
85
$ 66,781,052
...
76 to pay capitalized interest on the Series 2013 Bonds
...
SECURITY AND SOURCES OF PAYMENT
The principal of, premium, if any, and interest on the Series 2013 Bonds shall be solely secured by and
payable from (i) Sales Tax Rebate Revenues, (ii) TIF Payments, if any, (iii) in the case of Series 2013B Bonds
only, Team Lease Payments and (iv) to the extent the foregoing revenues are not sufficient to pay principal,
premium, if any, and interest, from USD Non-Tax Revenues of the Metropolitan Government (as all such terms are
defined herein)
...
Neither the State nor any political subdivision thereof, including the Authority and the
Metropolitan Government, shall be obligated to pay the principal of, premium, if any, or interest on the
Series 2013 Bonds or other costs incident thereto except from the revenues and receipts pledged therefor,
and neither the faith and credit nor the taxing power of the State or any political subdivision thereof,
including the Authority and the Metropolitan Government, is pledged to the payment of the principal of,
premium, if any, or interest on the Series 2013 Bonds or other costs incident thereto
...
Except as provided in the following sentence, the Series 2013 Bonds are payable from and secured by the
following sources of funds on parity with each other and any parity bonds hereafter issued under the Indenture
...
Sales Tax Rebate Revenues
Pursuant to Section 67-6-103(d)(1)(A)(iii), Tennessee Code Annotated, state and local tax revenue derived
from the sale of admissions to Team games at the Ballpark, the sale of food and drink on the site in conjunction with
6
those games, parking charges and related services, and the sale by the Team of authorized franchise goods and
products associated with its operations as a professional sports franchise, less local option sales taxes collected in the
year preceding the original occupancy of the Ballpark are required to be paid to the Authority to pay debt service on
the Series 2013 Bonds
...
TIF Payments
The Authority has pledged to the payment of the Series 2013 Bonds all payments it receives from MDHA
pursuant to the TIF Documents
...
Team Lease Payments
The Authority has pledged to the payment of Series 2013B Bonds only all payments of rent made by the
Team to the Authority pursuant to the terms of the Team Lease Agreement
...
USD Non-Tax Revenues
The Metropolitan Government has pledged its USD Non-Tax Revenues to pay that portion of debt service on
the Series 2013 Bonds and any other parity bonds hereafter issued under the Indenture, that is not covered by the
Sales Tax Rebate Payments, TIF Revenues, in the case of Series 2013B Bonds only, Team Lease Payments, and
other funds on deposit in the Bond Fund, with such pledge of USD Non-Tax Revenues being on a parity and
equality of lien with the holders of all Bonds Outstanding under the Indenture
...
The term "USD Non-Tax Revenues" does not include Non-Tax Revenues collected by the
Metropolitan Government to its General Services District (“GSD”) General Fund
...
GSD
Non-Tax Revenues are not pledged to, or available for, the payment of the Series 2013 Bonds
...
The following table describes the Metropolitan Government’s historical USD Non-Tax Revenue collections
...
[Remainder of Page Intentionally Left Blank]
7
THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY
USD Non-Tax Revenues (1)
Fiscal Years Ending June 30, 2008 through June 30, 2013
and Projected Fiscal Year Ending June 30, 2014
Projected
2014
2013
2012
2011
2010
2009
2008
16,649,593
14,571,148
13,783,297
13,751,642
14,104,532
13,449,545
-
-
-
6,515
32,243
144,323
481,979
Charges for Current Services
1,315,800
1,558,707
1,401,942
1,431,705
816,640
979,550
937,530
Compensation from Property
100,000
-
-
-
-
-
-
-
-
-
-
-
-
Other Payments in Lieu of Taxes
Revenue from the Use of Money
or Property
Miscellaneous Revenue
TOTAL
$ 15,926,300
$ 17,342,100
$ 18,208,300
400
$ 15,973,490
$ 15,221,517
(1) Includes only collections within the Urban Services District General Fund of the Metropolitan Government
...
Sales
Tax Rebate Revenues, TIF Payments and Team Lease Payments will be deposited as collected in the Bond Fund,
which will be held by the Trustee and used solely to pay debt service on the Series 2013 Bonds
...
Team Lease Payments
will be deposited to the Series 2013B Account, which is reserved solely for the payment of the Series 2013B Bonds
...
Deposit and Application of USD Non-Tax Revenues
...
If there still remains a deficiency in
either account of the Bond Fund as of the 10th day prior to such debt service payment date, the Trustee shall
immediately, and in no event later than the close of business such 10th day prior to the debt service payment date,
notify the Metropolitan Government and the Authority of such remaining deficiency and the amount of such
deficiency in the Bond Fund
...
The Trustee shall use
such funds on the ensuing debt service payment date, along with all other funds on deposit therein, to pay principal
and interest then coming due
...
The Authority and the Metropolitan Government, as applicable, covenanted under the Indenture to
continue to collect and receive the Sales Tax Rebate Revenues, TIF Payments, and USD Non-Tax Revenues and not
take any action or permit to be taken any action which would cause the Sales Tax Rebate Revenues or TIF Payments
to be applied to any purpose other than the payment of debt service on the Series 2013 Bonds, or other parity bonds
hereafter issued under the Indenture
...
The Metropolitan Government covenants and agrees that, so long as any Bonds are Outstanding under the
Indenture, it will maintain the USD Non-Tax Revenues in an amount which equals or exceeds two (2) times the
Maximum Debt Service Requirement with respect to Bonds issued and outstanding under the Indenture and any
other Additional Secured Indebtedness (as described below)
...
The Authority covenants under the Indenture that no additional series of bonds shall be
issued under the Indenture except in accordance with the terms and conditions of the Indenture
...
Additional Secured Indebtedness Payable from USD Non-Tax Revenues
...
See APPENDIX E: SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE for more
information regarding security and sources of payment of the Series 2013 Bonds and the covenants of the Authority
and the Metropolitan Government related thereto
...
The
purpose of the Act as stated therein is to promote and develop recreational opportunities by facilitating the
acquisition, construction, and rehabilitation of sports complexes, stadiums, arenas, and other recreational facilities
for the holding of professional and amateur athletic events by authorizing the incorporation of public corporations to
plan, promote, arenas, structures, amid facilities for public participation and enjoyment of professional and amateur
sports activities for the people in the State of Tennessee
...
(See "SECURITY AND SOURCES OF
PAYMENT"
...
The Authority's
10
charter, as amended, provides for governance by thirteen directors
...
The Act empowers the Authority, among other things, to (i) acquire, improve, repair, extend, equip,
furnish, operate, and maintain one or more projects, including all real and personal properties which the Board of
Directors of the Authority may deem necessary in connection therewith, (ii) operate, maintain, manage, and enter
into contracts for the operation, maintenance, and management of any project undertaken, (iii) lease, rent, and
contract for the operation of all or any part of any project for sports and recreational facilities, (iv) lease space in a
project as from time to time may not be needed for sports purposes, (v) fix and collect rates, rentals, fees, and
charges for the use of any and all facilities of the Authority, (vi) borrow money, and issue and sell its revenue
bonds for the purpose of carrying out any of its powers, and (vii) pledge the revenues and receipts therefrom, as
security for the payment of the principal of, and premium (if any) and interest on, any bonds so issued and any
agreements made in connection therewith
...
The incorporators, members, directors, and officers of the Authority shall not be personally liable for any
costs, losses, damages or liabilities, including payments on the Series 2013 Bonds, caused or incurred by the Authority
in connection with the Indenture
...
The Series 2013 Bonds and the premium (if any) and interest thereon shall
not be deemed to constitute a debt or liability of the State or any political subdivision thereof (other than the
Authority), and their issuance shall not, directly or indirectly or contingently, obligate the State or any political
subdivision thereof (including the Authority and the Metropolitan Government) to levy any form of taxation
therefore or make any appropriation for their payment
...
The Authority has no taxing power
...
THE METROPOLITAN GOVERNMENT
Metropolitan Nashville and Davidson County, located in the north central part of Tennessee, is the capital
of the State and the State's second largest city
...
On April 1, 1963, the governments of the City of Nashville and Davidson County were consolidated into
a single unit of government, The Metropolitan Government of Nashville and Davidson County, under which the
boundaries of the City of Nashville and Davidson County are coextensive
...
)
[Remainder of Page Intentionally Left Blank]
11
INVESTMENT CONSIDERATIONS
General
Attention should be given to the investment considerations described below, which, among others, could
affect the ability of the Authority to pay principal of, premium if any, and interest on the Series 2013 Bonds, and
which could also affect the marketability of or the market price for, the Series 2013 Bonds
...
Certain of these investment considerations are set forth in this section for
convenience and are not intended to be a comprehensive compilation of all possible investment considerations nor a
substitute for an independent evaluation of the information presented in this Official Statement
...
Limited Obligations
The Series 2013 Bonds are not general obligations of the Authority but are limited obligations secured
solely by the revenues and receipts pledged to the payment of such Series 2013 Bonds as provided above and more
fully discussed herein
...
The Authority has no taxing power
...
These payment streams are dependent upon continued Team operations
at the Ballpark
...
However, the
Authority cannot guarantee that the Team will be capable of maintaining baseball operations at the Ballpark during
the entire term of the Team Lease
...
As a result, the Authority may not be able to collect the Team Lease
Payments in a timely manner
...
The Authority procured the land on which the Ballpark is located from the State of Tennessee under a Real
Estate Agreement dated on or about December 19, 2013 (the “State Agreement”)
...
If the State were to
exercise this repossession right, the Authority would be unable to locate another team to the Ballpark and thereby
generate rent payments and sales tax rebate payments that might be used to pay debt service on the Series 2013
Bonds
...
The Authority cannot guarantee if or when such properties will be developed, and thus cannot predict the
amount or the timing of its receipt of any TIF Payments
...
12
Secondary Market Prices
No assurance can be given that a secondary market for any of the Series 2013 Bonds will be available, and
no assurance can be given that the initial offering prices for the Series 2013 Bonds will continue for any period of
time
...
Even if a liquid secondary market exists, there can be no assurance as to the price for
which the Series 2013 Bonds may be sold
...
LITIGATION AND OTHER PROCEEDINGS
The Authority
At the time of delivery of any payment for the Series 2013 Bonds, the Authority will deliver, or cause to
be delivered, a certificate of the Authority stating that there is no controversy or litigation of any nature then
pending or threatened, restraining or enjoining the issuance, sale, execution or delivery of the Series 2013 Bonds, or
in any way contesting or affecting the validity of the Series 2013 Bonds or any proceedings of the Authority taken
with respect to the issuance or sale thereof or the pledge or application of any monies or security provided for the
payment of the Series 2013 Bonds or the corporate existence, boundaries or powers of the Authority, or the title of
its officials to their respective offices
...
CONTINUING DISCLOSURE
The Authority and the Metropolitan Government have agreed that the Metropolitan Government shall
undertake, for the benefit of the holders and beneficial owners of the Series 2013 Bonds, to distribute certain
financial information and operating data relating to the Metropolitan Government by not later than nine months
following the end of the Metropolitan Government's fiscal year, commencing with the fiscal year ending June 30,
2013 (the “Annual Report") and to provide notices of the occurrence of certain enumerated events
...
The Metropolitan Government has agreed to provide the foregoing information only as described in the
Continuing Disclosure Undertaking
...
msrb
...
The Authority and the Metropolitan Government have not failed to comply in any material respect with
any previous undertaking in a written contract or agreement specified in SEC Rule 15c2-12(b)(5) within the last
five years
...
Other than the
descriptions of legal documents and Bond Counsel’s legal opinions set forth herein under the captions
“DESCRIPTION OF THE SERIES 2013 BONDS” (other than the information relating to DTC and its book-entry
system), “SECURITY AND SOURCES OF PAYMENT” (excluding financial and statistical data as to which no
opinion is expressed), “TAX MATTERS,” and APPENDIX C – FORMS OF OPINIONS OF BOND COUNSEL,
which have been reviewed by Bond Counsel, Bond Counsel has not undertaken any responsibility for any of the
information contained in this Official Statement
...
Certain legal
matters will be passed upon for the Underwriters by their counsel Charles E
...
The various legal opinions to be delivered concurrently with the delivery of the Series 2013 Bonds express
the professional judgment of the attorneys rendering the opinion as to the legal issues explicitly addressed therein
...
TAX MATTERS
Tennessee State Tax Exemption
Under existing law, the Series 2013 Bonds and the income therefrom are exempt from all present state,
county and municipal taxes in Tennessee except (a) inheritance, transfer and estate taxes, (b) Tennessee excise
taxes on interest on the Series 2013 Bonds during the period the Series 2013 Bonds are held or beneficially owned
by any organization or entity, other than a sole proprietorship or general partnership doing business in the
State, and (c) Tennessee franchise taxes by reason of the inclusion of the book value of the Series 2013 Bonds in
the Tennessee franchise tax base of any organization or entity, other than a sole proprietorship or general
partnership, doing business in the State
...
Bass, Berry & Sims PLC, Nashville, Tennessee, is Bond Counsel for the Series 2013
Bonds
...
The Code imposes requirements on the Series 2013A Bonds that the Authority and the Metropolitan
Government must continue to meet after the Series 2013A Bonds are issued
...
If the Authority or the Metropolitan Government
does not meet these requirements, it is possible that a bondholder may have to include interest on the Series 2013A
Bonds in its federal gross income on a retroactive basis to the date of issue
...
14
A bondholder who is a particular kind of taxpayer may also have additional tax consequences from owning
the Series 2013A Bonds
...
If a bondholder is in any of these categories, it should consult its tax advisor
...
It is possible that future events or
changes in applicable law could change the tax treatment of the interest on the Series 2013A Bonds or affect the market
price of the Series 2013A Bonds
...
Original Issue Discount
...
Bond
Counsel’s opinion is that any original issue discount on the Series 2013A Bonds as it accrues is excluded from a
bondholder’s federal gross income under the Internal Revenue Code
...
It accrues on an actuarial basis and as it accrues a bondholder’s tax basis in the Series 2013A
Bonds will be increased
...
Bond Premium
...
The tax accounting treatment of bond
premium is complex
...
The holder of a Series 2013A Bond that called before its stated maturity date may be required
to amortize the premium over a shorter period, resulting in a lower yield on such Series 2013A Bond
...
If a bondholder
owns any Series 2013A Bonds with bond premium, it should consult its tax advisor regarding the tax accounting
treatment of bond premium
...
Proposed, pending or future tax legislation, administrative actions taken by tax
authorities, or court decisions, whether at the federal or state level, may adversely affect the tax-exempt status of the
interest on the Series 2013A Bonds subsequent to their issuance under federal or state law and could affect the
market price or marketability of the Series 2013A Bonds
...
Any such proposed
legislation, actions or decisions, whether or not enacted, taken or rendered, could also adversely affect the value and
liquidity of the Series 2013A Bonds
...
Prospective bondholders should consult their own tax advisors regarding the foregoing
matters
...
Any discussion of the tax issues relating to the Series 2013B Bonds in this Official Statement
was written to support the promotion or marketing of the Series 2013B Bonds
...
Each investor should seek advice with respect to the Series 2013B Bonds based on its
particular circumstances from an independent tax advisor
...
The following is a summary of certain anticipated United States federal income tax
consequences of the purchase, ownership and disposition of the Series 2013B Bonds
...
The summary generally addresses
Series 2013B Bonds held as capital assets and does not purport to address all aspects of federal income
taxation that may affect particular investors in light of their individual circumstances or certain types of
investors subject to special treatment under the federal income tax laws, including but not limited to financial
institutions, insurance companies, dealers in securities or currencies, those holding such bonds as a hedge
against currency risks or as a position in a “straddle” for tax purposes, or those whose functional currency is
not the United States dollar
...
Interest on the Series 2013B Bonds is not excluded from gross income for federal income tax
purposes
...
In general, interest paid on
the Series 2013B Bonds, accrual of original issue discount and market discount, if any, will be treated as
ordinary income to an owner of Series 2013B Bonds and, after adjustment for the foregoing, principal
payments will be treated as a return of capital
...
The following summary is a general discussion of certain federal income
tax consequences of the purchase, ownership and disposition of Series 2013B Bonds issued with original
issue discount (“Discount Bonds”)
...
A Discount Bond’s “stated redemption price at maturity” is the total of all payments provided by
the Discount Bond that are not payments of “qualified stated interest
...
In general, the amount of original issue discount includable in income by the initial holder of a
Discount Bond is the sum of the “daily portions” of original issue discount with respect to such Discount
Bond for each day during the taxable year in which such holder held such Discount Bond
...
An accrual period may be of any length, and may vary in length over the term of a Discount Bond,
provided that each accrual period is not longer than one year and each scheduled payment of principal or
interest occurs at the end of an accrual period
...
The “adjusted issue price” of a Discount Bond at the beginning of any accrual period is the sum of the issue
price of the Discount Bond plus the amount of original issue discount allocable to all prior accrual periods
minus the amount of any prior payments on the Discount Bond that were not qualified stated interest
payments
...
16
Holders utilizing the accrual method of accounting may generally, upon election, include all interest
(including stated interest, acquisition discount, original issue discount, de minimis original issue discount,
market discount, de minimis market discount, and unstated interest, as adjusted by any amortizable bond premium
or acquisition premium) on the Discount Bond by using the constant yield method applicable to original issue
discount, subject to certain limitations and exceptions
...
Any owner who purchases a Series 2013B Bond at a price which includes market
discount in excess of a prescribed de minimis amount (i
...
, at a purchase price that is less than its adjusted
issue price in the hands of an original owner) will be required to recharacterize all or a portion of the gain as
ordinary income upon receipt of each scheduled or unscheduled principal payment or upon other disposition
...
The Code authorizes the Treasury Department to issue regulations providing for the method for
accruing market discount on debt instruments the principal of which is payable in more than one installment
...
Under those rules, market discount will be
included in income either (a) on a constant interest basis or (b) in proportion to the accrual of stated interest
...
The amount of such net interest expense deferred in a taxable
year may not exceed the amount of market discount accrued on the Series 2013B Bond for the days during
the taxable year on which the owner held the Series 2013B Bond and, in general, would be deductible when
such market discount is includable in income
...
In the case of a disposition in which gain or loss is not recognized in whole or in part, any
remaining deferred deduction will be allowed to the extent gain is recognized on the disposition
...
Bond Premium
...
If the holder elects to amortize the
premium under Section 171 of the Code (which election will apply to all bonds held by the holder on the
first day of the taxable year to which the election applies, and to all bonds thereafter acquired by the holder),
such a purchaser must amortize the premium using constant yield principles based on the purchaser’s yield to
maturity
...
Purchasers of any
Series 2013B Bonds who acquire such Series 2013B Bonds at a premium (or with acquisition premium)
should consult with their own tax advisors with respect to the determination and treatment of such premium
for federal income tax purposes and with respect to state and local tax consequences of owning such Series
2013B Bonds
...
A bondowner’s tax basis for a Series 2013B Bond is the price such
owner pays for the Series 2013B Bond plus the amount of any original issue discount and market discount
previously included in income, reduced on account of any payments received (other than “qualified stated
interest” payments) and any amortized bond premium
...
The legal defeasance of Series
2013B Bonds may result in a deemed sale or exchange of such Series 2013B Bonds under certain
circumstances; owners of such Series 2013B Bonds should consult their tax advisors as to the Federal
income tax consequences of such an event
...
A bondowner may, under certain circumstances, be subject to “backup
withholding” (currently the rate of this withholding obligation is 28%, but the rate may change in the future)
with respect to interest or original issue discount on the Series 2013B Bonds
...
Backup withholding will not
apply, however, with respect to certain payments made to bondowners, including payments to certain
exempt recipients (such as certain exempt organizations) and to certain Nonresidents (as hereafter defined)
...
Backup withholding is not an additional tax
...
S
...
The amount of “reportable payments” for each calendar
year and the amount of tax withheld, if any, with respect to payments on the Series 2013B Bonds will be
reported to the bondowners and to the Internal Revenue Service
...
Under the Code, interest and original issue discount income with respect to
Series 2013B Bonds held by nonresident alien individuals, foreign corporations or other non-United States
persons (“Nonresidents”) generally will not be subject to the United States withholding tax (or backup
withholding) if the Authority (or other who would otherwise be required to withhold tax from such payments)
is provided with an appropriate statement that the beneficial owner of the Series 2013B Bond is a
Nonresident
...
ERISA
...
All fiduciaries of Plans, in consultation with their
advisors, should carefully consider the impact of ERISA and the Code on an investment in any Series 2013B
Bonds
...
Inc
...
have assigned ratings of "Aa2" with a negative outlook and "AA-" with a stable outlook,
respectively, to the Series 2013 Bonds
...
Any explanation of the significance of the ratings may be obtained only from the respective rating agency
furnishing the same at the following addresses: Moody’s Investors Services, Inc
...
The Authority and the Metropolitan Government furnished to each rating agency certain
information and materials, some of which may not have been included in this Official Statement, relating to the
Authority and the Metropolitan Government as well as outstanding debt of the Authority and the Metropolitan
Government
...
There is no assurance that such ratings will continue
for any given period of time or that they will not be revised downward or withdrawn entirely by any or all of such
rating companies, if in the judgment of any or all companies, circumstances so warrant
...
Additionally, due to the ongoing uncertainty regarding the debt of the United States of America, including
without limitation, the general economic conditions in the country, and other political and economic developments
that may affect the financial condition of the United States government, the United States debt limit, and the bond
ratings of the United States and its instrumentalities, obligations issued by state and local governments, such as the
Series 2013 Bonds, could be subject to a rating downgrade
...
UNDERWRITING
Raymond James & Associates, Inc
...
88
(representing the principal amount of the Series 2013A Bonds of $53,760,000
...
40, less an Underwriters' discount of $316,913
...
87 (representing the principal amount of the Series 2013B Bonds of $11,240,000
...
15, less an Underwriters' discount of $66,200
...
The Bond Purchase Agreement between the Authority and the Underwriters provides, with respect to the
Series 2013 Bonds, that all of the Series 2013 Bonds will be purchased by the Underwriters, if any of the Series
2013 Bonds of such issue are purchased
...
The Underwriters may offer and sell the Series 2013 Bonds to certain
dealers (including dealers depositing the Series 2013 Bonds into investment trusts) and others at prices lower than
the public offering prices stated on the inside cover page hereof
...
Piper Jaffray & Co
...
,
including the Series 2013 Bonds
...
will share with Pershing LLC a portion
of the fee or commission paid to Piper Jaffray & Co
...
(“UBSFS”) and Deutsche Bank Securities Inc
...
Pursuant to each Distribution Agreement (if applicable to this
transaction), each of UBSFS and DBS will purchase Series 2013 Bonds from Loop Capital at the original issue
prices less a negotiated portion of the selling concession applicable to any Series 2013 Bonds that such firm sells
...
The Financial Advisor's fees for services
rendered with respect to the sale of the Series 2013 Bonds are contingent upon the issuance and delivery of the
Series 2013 Bonds
...
In the normal course of business, First Southwest Company may from time to time sell investment securities
to the Authority or the Metropolitan Government for the investment of bond proceeds or other funds of the
Authority or the Metropolitan Government upon the request of the Authority or the Metropolitan Government
...
INDEPENDENT AUDITORS
An electronic link to the Metropolitan Government's comprehensive annual financial statements as of the
fiscal year ended June 30, 2013 is included in Appendix A, and such financial statements have been audited by
Crosslin & Associates, independent auditors, as stated in its report
...
Crosslin & Associates also has not performed any procedures relating to this
Official Statement
...
Readers should not place undue reliance on forward-looking statements
...
It is important to note that the Authority's and the
Metropolitan Government's actual results could differ materially from those in such forward-looking statements
...
Assumptions related to the foregoing involve judgments with respect
to, among other things, future economic, competitive and market conditions and future business decisions, all of
which are difficult or impossible to predict accurately and many of which are beyond the control of the Authority
and the Metropolitan Government
...
In considering the matters set forth in this Official Statement, prospective investors should carefully review
all information included herein (particularly the information under the captions "INVESTMENT
CONSIDERATIONS" and "FORWARD-LOOKING STATEMENTS”) to identify any investment considerations
...
20
MISCELLANEOUS INFORMATION
There is no guarantee that any of the assumptions or estimates contained herein will be realized
...
These summaries do not purport to be complete statements
of such provisions, and reference is made to such documents for further information
...
The references, excerpts and summaries of all documents referred to in this Official Statement and in the
Appendices to this Official Statement do not purport to be complete statements of the provisions of such documents,
and reference is directed to all such documents for full and complete statements of all matters of fact relating to the
Series 2013 Bonds, the security for the payment of the Series 2013 Bonds and the rights and obligations of the
holders thereof
...
Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so
expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the
estimates will be realized
...
The Trustee has not
participated in the preparation of this Official Statement and hereby disclaims any responsibility for the accuracy or
completeness of the information set forth in this Official Statement
...
THE SPORTS AUTHORITY OF THE METROPOLITAN GOVERNMENT
OF NASHVILLE AND DAVIDSON COUNTY
/s/J
...
Elliott
J
...
Elliott, Chair
21
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APPENDIX A
ELECTRONIC LINK TO COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE METROPOLITAN GOVERNMENT
FOR THE FISCAL YEAR ENDED JUNE 30, 2013
[THIS PAGE INTENTIONALLY LEFT BLANK]
General Purpose Financial Statements
Audited Financial Statements of the Metropolitan Government and supplementary information as of and for the
fiscal year ending June 30, 2013, together with the independent auditors' report from Crosslin & Associates, are
available through the website of the Metropolitan Government's Department of Finance at
and
are
hereby
http://www
...
gov/Finance/Office-of-the-Treasurer/Debt/Investor-Relations
...
To the extent there are any differences between the
electronically posted financial statements of the Metropolitan Government and the printed financial statements of
the Metropolitan Government, the printed version shall control
...
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APPENDIX B
FINANCIAL AND DEMOGRAPHIC INFORMATION RELATED TO THE METROPOLITAN GOVERNMENT
[THIS PAGE INTENTIONALLY LEFT BLANK]
The Metropolitan Government
Organization
On June 28, 1962, the voters of Nashville and Davidson County approved the Charter of the Metropolitan
Government (the "Charter")
...
On April 1, 1963 the governments of the City of Nashville and of Davidson County were consolidated to form
“The Metropolitan Government of Nashville and Davidson County” (the “Metropolitan Government”), under
which the boundaries of Nashville and Davidson County are co-extensive
...
The Mayor is authorized to administer, supervise and control all departments and to
appoint all members of boards and commissions created by the Charter or by ordinance enacted pursuant to the
Charter unless otherwise excepted
...
The Charter also provides for a Vice Mayor, who is elected at large for a four-year term and is
the presiding officer of the Metropolitan County Council
...
The Charter provides a framework for the Metropolitan Government in Nashville to serve the needs of two
service districts: (i) the General Services District ("GSD") and (ii) the Urban Services District ("USD")
...
Such services include general
administration, police, fire protection, courts, jails, health, welfare, hospitals, streets and roads, traffic, schools,
parks and recreation, auditoriums, public housing, urban renewal, planning and public libraries
...
The residents of the USD are charged an additional tax to support those services, functions and
debt obligations, which benefit only the USD
...
The Charter provides: "The area of the Urban Services District may
be expanded and its territorial limits extended by annexation whenever particular areas of the General Services
District come to need urban services, and the Metropolitan Government becomes able to provide such services
within a reasonable period which shall be not greater than one year after ad valorem taxes in the annexed area
become due
...
Fiscal Year
The Metropolitan Government operates on a fiscal year, which commences July 1 and ends June 30
...
The Charter requires the Director of Finance to obtain information necessary to compile the
annual operating budget of the Metropolitan Government from all officers, departments, boards, commissions
and other agencies for which appropriations are made by the Metropolitan Government or which collect
revenues for the Metropolitan Government
...
In no event can the total appropriations from any fund exceed the total
anticipated revenues plus the estimated unappropriated fund balance and applicable reserves
...
After the conclusion of the public hearings, the Metropolitan County Council may amend the operating budget
prepared by the Mayor
...
If the Metropolitan County Council fails to adopt a budget by July 1st,
the budget submitted by the Mayor is deemed to be the adopted budget
...
These annual taxes must be at rates sufficient to finance the GSD and USD budgets
adopted for their respective service districts
...
As provided by the Charter, the capital improvements budget and program for
the Metropolitan Government is prepared annually to "include a program of proposed capital expenditures for
the ensuing fiscal year and the five fiscal years thereafter
...
The Mayor's recommendation notes the impact of proposed projects on the debt structure of the
Metropolitan Government and includes in the appropriate current operating budget any projects to be financed
from current revenues for the ensuing fiscal year
...
The Metropolitan County Council cannot authorize an expenditure
for the construction of any building, structure, work or improvement, unless the appropriation for such project is
included in its capital improvements budget, except to meet a public emergency threatening the lives, health or
property of the inhabitants, when passed by two-thirds vote of the membership of the Metropolitan County
Council
...
[Remainder of Page Intentionally Left Blank]
B-2
District Energy System of the Metropolitan Government
The Metropolitan Government’s District Energy System (“DES”) began operations in December 2003
...
DES is managed by
Constellation NewEnergy Projects (“CNE”) of Baltimore, MD
...
The Metropolitan Government is the owner of the DES and the site on which the facility is located
...
8 KV transformers; and (iv)
22,829 linear feet of chilled water supply, 22,829 linear feet of chilled water return piping, 22,086 linear feet of
steam piping and 23,015 linear feet of condensate piping in the underground energy distribution system
...
1% of the steam and 33
...
In addition, the Metropolitan Government has covenanted to provide funding
in an amount equal to any shortage in revenues necessary to pay debt service and operating expenses (the “Metro
B-3
Funding Amount”) and to replenish the DES debt service reserve fund and operating reserve fund if necessary
...
The purpose of the Authority is to plan,
promote, finance, construct, and acquire sports complexes, stadiums, arenas, and facilities for public participation
and enjoyment of professional and amateur sports activities for the people in the State of Tennessee
...
The Authority, on behalf of the Metropolitan Government, issued revenue bonds in 1996, 1998, 2012 and 2013 to
assist in the funding of certain sports projects
...
These bond issues were primarily funded with new, dedicated revenue streams (consisting of a
payment in lieu of tax from the Water and Sewerage Department, parking revenues, lease payments from Tennessee
State University, a ticket surcharge at the Bridgestone Arena and a ticket surcharge at LP Field)
...
In 2004, a portion of
the Authority’s Series 1996 Bonds were advance refunded for debt service savings, and in 2012, the Authority’s
Series 1998 Bonds were refunded for debt service savings
...
In total, the annual debt service for these bond issues is approximately $9
...
5 million through 2027, and $2
...
Convention Center Authority of the Metropolitan Government
The Convention Center Authority (“CCA”) of the Metropolitan Government of Nashville and Davidson County is a
nonprofit public corporation created in 2009 by the Metropolitan Government pursuant Chapter 89 of Title 7 of the
Tennessee Code Annotated, as amended (the “Act”), for the purposes set forth in the Act, including, without
limitation, owning, operating and financing a convention center in order to promote economic development and to
stimulate business and commercial activity in the Metropolitan Government
...
On April 21, 2010, the CCA issued $51,730,000 of its Tourism Tax Revenue Bonds, Series 2010A-1 and
$152,395,000 Tourism Tax Revenue Bonds Federally Taxable, Series 2010A-2 (Build America Bonds-Direct
Payment) (together, the “CCA Series 2010A Bonds”), and $419,090,000 Subordinate Tourism Tax Revenue Bonds
B-4
Federally Taxable, Series 2010B (Build America Bonds-Direct Payment) (the “CCA Series 2010B Bonds”), to
finance the development, construction, equipping, furnishing, repair, refurbishment and opening of a new downtown
convention center facility (the “Convention Center” or “Music City Center”)
...
The CCA Series 2010A Bonds are
payable solely from certain hotel/motel tax revenues and certain other designated tourism tax revenues (the
“Tourism Tax Revenues”)
...
If those funds are
insufficient to pay debt service when due on the CCA Series 2010B Bonds, the Metropolitan Government has
pledged its non-tax GSD General Fund revenues (as it has with respect to the Authority bonds described above) to
the payment of debt service on the CCA Series 2010B Bonds
...
5 million
...
Omni Hotels & Resorts (“Omni”) has constructed an 800-room hotel adjacent to the Convention Center that serves
as the Center’s headquarters hotel
...
The CCA has entered into a development
agreement with Omni, under which the CCA has agreed to pay approximately $100 million in present value
financial incentives for Omni to develop the hotel, which incentives are payable over the course of approximately 20
years from Omni’s completion of the hotel
...
The maximum annual incentive
payment is approximately $15 million
...
[Remainder of Page Intentionally Left Blank]
B-5
Economic and Demographic Profile of the Metropolitan Government
Introduction
The Metropolitan Government as created in 1963, is in the north central part of Tennessee and covers 533 square
miles
...
Population Growth
The following table sets forth information concerning population growth in the Metropolitan Government
...
THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY
DEMOGRAPHIC STATISTICS - POPULATION GROWTH
Area
2000
Nashville/Davidson
Change
2000 – 2010
2010
2012
569,891
626,681
10
...
4%
1,726,693
State
5,689,283
6,346,105
11
...
7%
313,914,040
United States
Census Bureau (census
...
Per Capita Personal Income
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
$37,479
$38,404
$39,986
$40,953
$43,827
$45,213
$45,988
$43,748
$45,788
$47,318
Nashville MSA
32,668
33,560
35,135
36,382
38,471
39,794
40,668
38,563
40,551
42,129
Tennessee
28,162
29,041
30,285
31,327
32,885
34,221
35,112
33,711
35,103
36,567
United States
31,481
32,295
33,909
35,452
37,725
39,506
40,947
38,637
39,791
41,560
Davidson County
Source – Bureau of Economic Analysis (bea
...
Agriculture is also a major factor in the economy of the surrounding counties
...
Lack of dependency on one industry has helped to insulate Nashville from the impact of product business cycles
...
The central
location of Nashville, approximately halfway between Houston and New York, has contributed to its emergence as
an important wholesale and retail center
...
NASHVILLE MSA
EMPLOYMENT BY INDUSTRY (1)
Industry
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
Education & Health Services
94
...
4
101
...
4
108
...
9 118
...
5
125
Financial Activities
44
...
5
45
...
7
46
...
9
47
...
3
Government
94
...
9
96
...
6
99
...
1
105
...
4
Information
19
...
4
19
...
3
19
...
1
20
19
...
3
20
...
7
72
74
...
6
80
...
5
76
...
9
79
83
...
8
83
...
5
84
...
3
73
...
4
60
...
7
67
...
1
91
...
7
98
...
9
100
...
6
106
...
5
Trade, Transportation, Utilities
141
...
7
153
...
6
154
...
7 147
...
4
158
...
6
715
...
4
751
...
5
760
...
7
786
...
gov)
(1) Employment numbers in thousands
B-8
45
46
...
6 106
734
...
90%
16
...
14%
15
...
73%
14
...
14%
6
...
29%
6
...
03%
Government
13
...
86%
14
...
41%
Information
2
...
50%
2
...
65%
10
...
56%
Professional & Business Services
(1)
2010
United States
2009
2008
2012
2011
2010
2009
2008
2,615
2,620
2,775
130,100
131,359
129,874
130,807
136,790
14
...
30%
13
...
93%
15
...
14%
15
...
67%
13
...
07%
5
...
24%
5
...
23%
5
...
85%
5
...
94%
5
...
56%
15
...
26%
16
...
36%
15
...
85%
16
...
32%
17
...
46%
2
...
77%
1
...
72%
1
...
82%
2
...
02%
2
...
14%
2
...
47%
10
...
45%
10
...
01%
10
...
06%
9
...
57%
1
...
03%
10
...
82%
8
...
23%
8
...
65%
11
...
45%
11
...
80%
13
...
16%
8
...
88%
9
...
80%
14
...
17%
13
...
81%
13
...
40%
12
...
63%
11
...
57%
13
...
19%
12
...
67%
12
...
17%
20
...
13%
20
...
33%
21
...
04%
21
...
36%
21
...
61%
19
...
95%
19
...
22%
Other
8
...
34%
4
...
53%
9
...
97%
7
...
89%
8
...
53%
6
...
85%
8
...
23%
9
...
6%
(1)Total Nonfarm Employment in thousands
Source: Bureau of Labor Statistics (bls
...
22
Employees
Vanderbilt University and Medical Center
22,933
1
2
...
28
19,234
2
2
...
Government
and Public Schools
18,088
3
2
...
93
U
...
Government
12,407
4
1
...
51
Nissan North America Inc
...
02
6,600
7
0
...
88
9,657
5
1
...
Thomas Health Services
6,350
7
0
...
15
Randstad
3,495
8
0
...
3,000
9
0
...
34
-
-
-
(2)
3,675
9
0
...
47
12
...
-
Gaylord Entertainment Co
...
[Remainder of Page Intentionally Left Blank]
B-10
0
...
%
14
...
Continued expansion
has occurred in recent years in corporate and regional headquarters, information processing operations, the
automotive industry, health care management and many areas where the local economy has established strength and
growth potential
...
Asurion, which provides enhanced services to the wireless
telecommunications industry, expanded its headquarter operations in 2011, adding 500 jobs to Nashville's
employment base
...
Aegis Sciences, a provider of scientific services and programs,
expanded its headquarters in Nashville in 2011 adding 275 new jobs
...
Oberto Brands, a national leader in
the meat snacks category and maker of the popular "Oh Boy, Oberto!" jerky line opened a new production facility in
Nashville in 2013, bringing 300 jobs to Davidson County
...
AmSurg, who is a national leader in the development, management and operation of outpatient surgery
centers, expanded its headquarter operations in Green Hills adding 300 new jobs to Nashville
...
Sony/ATV expanded adding
50,000 square feet of new office space and 60 new jobs in 2013
...
The company created 40 new jobs for Nashville
...
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
Davidson County 4
...
6
4
...
2
3
...
4
8
...
9
8
...
6
Nashville MSA
4
...
5
4
...
2
4
...
7
9
...
7
8
...
6
Tennessee
5
...
4
5
...
2
4
...
6 10
...
8
9
...
0
United States
6
...
5
5
...
6
4
...
8
8
...
1
Source: Bureau of Labor Statistics (bls
...
3
9
...
Nashville MSA's largest manufacturing employers include Nissan North America, Bridgestone Americas, Electrolux
Home Products, A
...
Smith Water Products and Vought Aircraft Industries
...
3 million people with
consumer spending by Nashville MSA residents exceeding $32
...
Nashville is one of the top 50 retail
markets in the country
...
3 million square feet of gross
leasable area
...
Agriculture
Nashville is surrounded by agricultural-based economies
...
Additionally, the area
surrounding Nashville is the home of the Tennessee Walking Horse
...
Three interstate highways extending in six directions intersect in Nashville in addition to nine
Federal highways and four State highways
...
The Cumberland River, connecting Nashville and the surrounding area to the Gulf of Mexico and intermediate
points on the Ohio and Mississippi Rivers, is used by 51 commercial operators, 18 of which serve Nashville
...
In addition, the Federal Government in 1982
approved Nashville as a Foreign Trade Zone, a secured area supervised by the United States Customs Service, which
provides for the storing of foreign merchandise without duty payments
...
In addition, five major rail lines link Nashville to all
major markets in the nation
...
A commuter rail service from Lebanon, Tennessee to Nashville, approximately 32 miles, known as the Music City
Star commenced transportation services in the September of 2006
...
The ticket price includes Metropolitan Transportation Authority
(“MTA”) bus service on circulator routes in the downtown area
...
MTA provides a comprehensive public transportation system
covering the entire metropolitan area
...
The revenues derived from the transit system are not sufficient to pay the expenses incurred in
the operation of the system
...
7% of the
Authority’s operating expenses
...
Government was paid from its general revenues
...
Tune airports
...
Airport Facts:
• 1 million+-square-foot terminal
• 44 gates and 15 commuter aircraft parking positions
• Up to 78 commuter aircraft parking positions on 4,500 acres
• Four runways
• Ranked sixth in the nation of airports its size in customer satisfaction in 2008 by J
...
Power and Associates
• Nearly 10 million passengers a year
• $1
...
Tune Airport in the Cockrill Bend Industrial area west of Nashville
...
Tune Airport also provides a pilot training environment and modern facilities for the
transient and corporate operator
...
Of the nine major areas of office development in Nashville, the Central Business District (“CBD”) is by far the
largest, with approximately 11
...
The CBD achieved positive absorption of
120,000 square feet in 2012
...
6%, down
from the third quarter
...
Five other important office submarkets in Davidson
County- Green Hills, West End, MetroCenter, Airport North and Rivergate have vacancy rates at 10% or lower,
reflecting the overall vitality of the city and improvement over 2011
...
There is continued
national interest in Nashville, and Tennessee’s attractiveness has been evident with new relocations, renewals and
expansions
...
HCA Healthcare has its headquarters and operates
several hospitals in the surrounding area
...
Thomas
Hospital are the city’s other primary hospitals
...
In addition, Meharry provides medical staff to the
Metropolitan Nashville General Hospital
...
The Nashville Public Library system includes a 300,000 square feet downtown main library and 20 community
branches located across the county
...
The library facilities host numerous in-house programs and community
events throughout the year
...
The arts center occupies an
entire city block, and its venues include Andrew Jackson Hall (2,472 seats), the James Polk Theater (1,075 seats),
the Andrew Jackson Theater (256 seats), and the War Memorial Auditorium (1,661 seats)
...
The Frist Center for the Visual Arts occupies the former Nashville’s historic downtown former post office building
...
Thomas F
...
family, the Frist Center contains more than 24,000 square feet of gallery space capable of showcasing
major national and international visual arts exhibitions
...
The Center has given Nashville the ability to host significant art shows
...
The reproduction was built to honor Nashville’s reputation for education and has attracted visitors since
1897
...
Close ties have been established
between Nashville and Athens, Greece to market and promote the two complimentary buildings
...
Thousands of
school age children and adults are treated to a variety of productions each year
...
Cheekwood Botanical Garden and Art Museum is a fifty-five acre site that includes the original Cheek gardens, with
pools, fountains, statuary, extensive boxwood plantings and breathtaking views of the rolling Tennessee hills
...
Collections also include silver, and the most comprehensive collection of Worcester porcelain in America
...
The Van Vechten Gallery at Fisk University houses more than 100
pieces from artists like Picasso, Renoir, and O'Keeffe
...
The museum at the Upper Room also has
outstanding religious works, besides two annual displays of nearly 70 Ukrainian Easter eggs in April and more than
100 Nativity scenes in December
...
The Convention and Visitors Bureau (“CVB”) and U
...
Travel Data
Center estimate more than 11
...
2 billion
...
Excellent air service
combined with geographic location and a superior highway system contribute to the city’s success
...
Music
City Center management and the CVB exceeded their goal of over 1 million room nights booked prior to opening of
the center
...
A feature unique to Nashville is the hotel’s physical connection to the adjacent Country Music Hall of Fame
and Museum
...
The shared space provides access to the
Museum directly from the hotel
...
The new Convention Center and Omni hotel are located downtown in the Metropolitan Government's Central
Business District, and are within walking distance of many notable attractions, including, but not limited to, the
Bridgestone Arena, the Ryman Auditorium, Frist Center for the Visual Arts, Schermerhorn Symphony Center and
the Johnny Cash Museum
...
The event
includes performances by more than 100 entertainers and groups, autograph sessions and activities directed at the
attendees
...
The last three years ABC has broadcast a 2 hour show of highlights with Nashville
featured as much as the music
...
” The hour-long show was shot
entirely in Nashville and featured well known locales
...
Opry Mills is a 1
...
The mall contains 200
stores, theme restaurants, a 20 screen multi-theater complex and an IMAX theater
...
The downtown entertainment district features the Hard Rock Café, Jimmy Buffett’s Margaritaville and the Wild
Horse Saloon, a concert hall, restaurant, dance hall and TV production facility
...
The Ryman has become a venue of
choice by entertainers visiting Nashville and five times has been named Pollstar Magazines venue of the year for the
United States
...
These venues are housed in historic brick buildings and feature live bands performing 15 hours a day,
7 days a week and are in close proximity of the Bridgestone Arena (20,000 seats) and LP Field
...
The Opry first broadcast in 1925 and the country
music variety show now plays in a 4,372 seat theater in the Opryland complex near Opry Mills Mall and a few miles
from downtown
...
The Bridgestone Arena is now in its 14th year of operation as a premier entertainment facility and in 2011 and 2012
ranked 6th in the United States in concert attendance
...
B-16
The Tennessee NFL Stadium, opened in 1999 and now named LP Field, is the home of the 1999 AFC Champion
and 2002 AFC South Division Champion Tennessee Titans and the 1999 OVC Champion Tennessee State
University Tigers
...
The Tennessee State Museum, the Cheekwood Botanical Gardens and Fine Arts Center, President Andrew
Jackson’s Home: The Hermitage, Belmont Mansion, The Tennessee Performing Arts Center, the Adventure Science
Center, and the Parthenon supplement educational and cultural opportunities in the City
...
The Center features a state-of-the-art Planetarium as well as
exhibits and programs which focus on geology, zoology, ecology, physics and other sciences
...
The Zoo property is built around the historic Grassmere Home and features an ever-expanding display of
animals from throughout the world
...
In addition to the 800room Omni Hotel that opened in 2013, a 255- room Hyatt Place also opened in 2013 near the new Music City
Center
...
The
Gaylord Opryland Resort and Convention Center is the third largest hotel/convention center under one roof in the
United States
...
MSA HOTEL AND MOTEL ROOMS / OCCUPANCY RATE
Calendar
Year
Rooms
Available
Occupancy
Rate
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
30,122
31,106
32,385
33,316
33,474
32,661
32,727
32,983
33,052
33,056
34,921
35,662
35,639
35,727
36,263
61
...
00%
59
...
50%
56
...
50%
60
...
30%
66
...
90%
62
...
00%
59
...
50%
66
...
The Nashville
public schools make up the second largest school system in Tennessee
...
In addition, there are approximately 70
independent schools, which are attended by over 2,600 students from pre-kindergarten through 12th grade
...
The
Metropolitan Government voters elect one member from each school district to a four-year term
...
The MBE holds regular meetings on the second
and fourth Tuesday of each month
...
The current members of the MBE, the office held by each and the date their term of office expires are listed below
...
Mayes
Chair
2014
Anna Shepherd
Vice-Chair
2014
Dr
...
D
...
Hayes
Member
2014
Elissa Kim
Member
2016
Will Pinkston
Member
2016
Jill Speering
Member
2016
[Remainder of Page Intentionally Left Blank]
B-18
The following tables summarize certain information regarding the school system's building facilities and enrollment
and attendance trends
...
Total higher education enrollment exceeds 65,000 students annually
...
Nashville is also a leading center for
medical research and education with Vanderbilt University emphasizing medical research in addition to its programs
in other disciplines and with Meharry Medical College specializing in health care delivery
...
The Basic Financial Statements and other financial information, which are presented in the
Comprehensive Annual Financial Report (CAFR), are prepared in accordance with generally accepted accounting
principles promulgated by the Governmental Accounting Standards Board and with those standards and procedures
recommended by the State Comptroller of the Treasury
...
nashville
...
aspx
...
The General Purpose School Fund is used to account for the receipt and disbursement of federal, state and
local funds for education purposes, except those required to be accounted for in another fund
...
The GSD School Purposes Debt Service Fund is used to account for the accumulation of resources and the
payment of principal and interest for the debt related to schools
...
The GSD Capital Projects Fund is used to account for the use of bond proceeds for the construction and
equipping of various public projects in the GSD
...
The USD Capital Projects Fund is used to account for the use of bond proceeds for the construction and
equipping of various public projects in the USD
...
The District Energy System provides heating and cooling services to the Metropolitan Government and
downtown businesses
...
Additionally, the Metropolitan Government reports the following fund types:
Internal service funds are used to account for the operations of self-sustaining agencies rendering services to
other agencies of the Metropolitan Government on a cost reimbursement basis
...
Pension (and other employee benefit) trust funds are used to account for assets and liabilities held by the
Metropolitan Government in a fiduciary capacity to provide retirement and disability benefits for employees and
retirees
...
B-21
Revenues
The Metropolitan Government derives its revenues from a direct tax levy on real property, sales tax, fees, and State
of Tennessee (the "State") and Federal payments
...
4 million dollars and accounted for 56
...
76% of all revenues available to the USD General and Debt Service Funds; 40
...
50% of revenues available to the other governmental
funds
...
4 million in the fiscal year ended June 30, 2013
...
An amendment to the Charter
states that certain increases in the ad valorem tax rate must be approved by
referendum
...
This local option sales tax
is currently levied, in accordance with State law, only on the first $1,600 of a
transaction
...
Also included is the Hotel/Motel Tax, which
is assessed against the gross receipts of hotels and motels within the
Metropolitan Government, based on occupancy
...
Half of the revenues derived
from such tax are required to be allocated to the Convention Center Authority
for payment of its bonds (see “– Convention Center Authority” in this Appendix
B)
...
Fines, Forfeits and Penalties – This category includes collections of
obligations imposed by the courts, law enforcement and agencies charged with
the care of prisoners
...
Revenue from Other Governmental Agencies and Contributions and Gifts –
Under this revenue category are payments to the Metropolitan Government by
other public divisions (Federal, State or other governmental units or agencies)
and gifts or donations received from individuals or citizens groups
...
Revenues from Enterprise, Utility and Working Capital Funds – These are
amounts received from the above types of funds as compensation for services
rendered or as contributions
...
B-22
THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY
GENERAL FUND (1)
FIVE YEAR SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES
Years Ended June 30
2013
2012
2011
$480,982,166
97,752,470
115,430,380
12,866,976
86,552
83,258,475
15,590,951
28,890,730
2,103,455
391,814
1,568,111
$443,340,151
91,050,593
107,705,008
12,573,870
20,916
77,327,122
15,355,507
27,011,407
1,509,595
432,325
1,697,115
$438,412,159
81,191,512
101,931,24
13,245,652
20,882
78,494,810
15,177,986
29,115,469
502,104
533,958
1,770,865
$444,069,326
79,665,435
92,273,405
14,945,708
82,193
76,934,508
13,991,938
26,036,703
770,528
598,824
2,148,142
$435,605,556
86,346,221
98,494,812
13,325,113
1,053,155
89,947,232
16,599,245
29,213,374
314,660
604,355
1,615,211
838,922,080
$778,023,609
$760,396,642
$751,516,710
$773,118,934
$26,010,451
21,912,507
53,575,166
219,993,520
108,609,078
7,760,963
333,713
7,735,922
60,411,628
20,363,498
29,171,348
32,214,593
72,920,868
75,985,530
$24,920,818
23,760,394
55,407,798
215,945,118
109,108,267
7,867,410
340,296
6,658,098
62,481,289
19,769,677
29,563,956
31,849,947
69,327,218
71,067,149
$23,676,884
22,499,859
54,590,759
206,419,773
104,214,957
7,492,864
352,001
6,391,205
93,805,990
18,445,049
30,946,270
31,368,718
64,637,576
55,652,301
$26,623,136
24,112,437
56,871,162
211,373,327
107,034,837
7,951,586
407,442
7,460,432
83,419,885
19,891,826
33,787,255
35,539,361
62,420,127
40,260,803
769,233,532
$736,998,785
$728,067,435
$720,494,206
$717,153,616
69,688,548
41,024,824
32,329,207
31,022,504
55,965,318
Transfers in
36,857,090
40,553,865
41,898,124
17,158,395
21,859,528
Transfers out
(76,751,375)
(78,320,831)
(67,640,036)
(67,008,567)
(61,216,302)
Total Other Financing Sources (Uses)
(39,894,285)
(37,766,966)
(25,741,912)
(49,850,172)
(39,356,774)
Excess (deficiency) of revenues and other sources
over expenditures and other uses
29,794,263
3,257,858
6,587,295
(18,827,668)
16,608,544
FUND BALANCE, beginning of year
70,744,022
67,486,144
60,898,849
79,726,517
63,117,973
$100,538,265
$70,744,002
$67,486,144
$60,898,849
$79,726,517
REVENUES:
Property taxes
Local option sales tax
Other taxes, licenses and permits
Fines, forfeits and penalties
Revenue from use of money of property
Revenue from other governmental agencies
Commissions and fees
Charges for current services
Compensation for loss, sale or damage to property
Contributions and gifts
Miscellaneous
Total Revenues
EXPENDITURES
General Government
Fiscal administration
Administration of Justice
Law enforcement and care of prisoners
Fire prevention and control
Regulation and inspection
Conservation of natural resources
Public welfare
Public health and hospitals
Public library system
Public works, highway, and street
Recreational and cultural
Employee benefits
Miscellaneous
Total Expenditures
Excess (Deficiency) of revenues
over expenditures
FUND BALANCE, end of year
(1)
26,138,400
22,164,457
55,703,453
231,121,038
110,753,856
7,685,912
398,931
7,814,574
65,669,538
21,430,534
30,497,505
33,609,697
76,165,493
80,080,144
Certain numbers have been re-classified for comparative purposes
...
Source: The Metropolitan Government CAFR for each fiscal year
B-24
The Metropolitan Government of Nashville and Davidson County
DEBT SERVICE FUNDS (1) (2)
FIVE YEAR SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES
Years Ended June 30
2013
2012
2011
2010
2009
$133,949,349
$122,191,565
$120,804,490
$122,698,575
$118,575,150
1,782,042
1,961,289
1,643,404
5,143,018
19,041,127
-
-
-
-
126,816
Fines, forfeits and penalties
306,638
422,692
494,577
554,813
434,021
Revenue from the use of money of property
324,354
198,825
117,865
169,738
778,297
Revenue from other governmental agencies
REVENUES:
Property Taxes
Local option sales tax
Other taxes, licenses and permits
9,395,046
8,203,784
5,708,388
4,100,815
4,073,441
Compensation for loss, sale, or damage to
Property
-
-
-
-
-
Charges for current services
-
-
-
972,094
838,699
4,900,351
5,033,674
5,327,305
-
-
-
-
-
-
2,403,916
$150,657,780
$138,011,829
$134,096,029
$133,639,053
$146,271,469
Principal retirement
44,743,407
12,943,203
3,397,777
85,889,567
85,914,567
Interest
93,272,037
93,879,521
85,123,862
80,611,709
83,169,612
Fiscal charges
3,716,622
3,257,031
3,406,148
906,832
3,604,978
Debt issue costs
2,704,649
2,207,494
1,925,066
4,347,663
240,000
$144,436,715
$112,287,249
$93,852,853
$171,755,771
$172,929,157
(38,116,718)
(26,657,688)
Bond interest tax credit
Miscellaneous
Total Revenues
EXPENDITURES
Total Expenditures
Excess (deficiency) of revenues
over expenditures
6,221,065
25,724,580
40,243,176
382,598,457
316,085,913
290,201,755
189,895,243
59,140,000
(433,836,850)
(383,595,322)
(331,757,177)
(206,868,923)
(58,900,000)
Bond issue premium (discount)
53,750,807
67,444,362
43,480,488
18,244,966
-
Transfers in
16,407,137
15,724,752
13,996,949
18,831,042
17,578,067
(16,978,806)
(51,793,700)
(44,160,500)
-
(4,010,200)
1,940,745
(36,133,995)
(28,238,485)
20,102,328
13,807,867
8,161,810
(10,409,415)
12,004,691
(18,014,390)
(12,849,821)
29,168,318
39,577,733
27,573,042
45,587,432
58,437,253
FUND BALANCE, end of year
$37,330,128
(1) Includes the Correctional Facility Revenue Bonds
...
$29,168,318
$39,577,733
$27,573,042
$45,587,432
OTHER FINANCING SOURCES (USES)
Issuance of refunding debt
Payments to refunded bond escrow agent
Transfers out
Total Other Financing Sources (Uses)
Excess (deficiency) of revenues and other
Sources over expenditures and other uses
FUND BALANCE, beginning of year
B-25
Investment Policy
The Metropolitan County Council has approved a comprehensive Investment Policy governing the overall
administration and investment management of those funds held in the Short-Term Investment Portfolio
...
These assets include, but are not limited to, all
operating funds, bond funds, debt service reserve funds, water and sewer funds, Urban Services District and General
Services District funds, those pension monies not yet allocated to money managers, all float and certain school
funds
...
The Committee reviews investment policy and procedures at least once each year
...
The Metropolitan Investment Pool has been established to meet investment objectives in the most cost-effective
way
...
Earnings are calculated and distributed on a monthly
basis
...
Source: The Metropolitan Government CAFR and Finance Department as of June 30, 2013
[Remainder of Page Intentionally Left Blank]
B-27
2,225,589,962
THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY
DEBT RATIOS
AS OF JUNE 30, 2013
Total Debt (1)
Debt to Estimated Market Value
3
...
81%
Debt per Capita
$
3,490
...
52%
Debt to Assessed Value
11
...
99
The above table is based upon:
Estimated Market Value
$
63,259,449,113
Assessed Value
$
19,160,522,585
Population
648,295
(1) Please refer to pages H-16-17 (Estimated Market Value), H-26 and H-32 in the 2013 CAFR
...
[Remainder of Page Intentionally Left Blank]
B-28
The following table illustrates certain debt ratios for the past ten fiscal years
...
94%
1,637
...
46%
1,956
...
76%
2,629
...
01%
2,475
...
29%
2,681
...
27%
2,450
...
77%
2,954
...
64%
2,954
...
88%
11
...
28
3,432
...
49%
1,737
...
No bonds of the Authority, including this issue,
are secured by ad valorem taxes
...
METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY
PRINCIPAL PROPERTY TAXPAYERS
CURRENT YEAR AND NINE YEARS AGO
Unaudited- See Accompanying Accountants’ Report
December 31, 2012
2012
Assessed
Valuation
Taxpayer
Electric Power
Board (1)
$
N/A
Rank
28,079,617
1
3
...
27 %
RHP Hotels
Inc
...
26
-
-
(2)
Columbia/HCA
311,862,070
12,425,328
3
1
...
82
AT&T
169,256,472
7,813,554
4
1
...
47
74,342,409
3,277,746
6
0
...
86,495,741
3,560,336
6
0
...
46
Vanderbilt
71,438,500
3,329,433
7
0
...
21
-
-
(2)
-
Walmart Stores
48,358,800
2,255,555
9
0
...
29
-
-
(2)
-
-
Gaylord
-
-
(2)
-
283,333,838
10,118,923
2
1
...
37
CBL &
Associates
-
-
(2)
-
102,966,354
4,384,540
5
0
...
48
BEL-EQR
-
-
(2)
-
49,465,808
2,265,534
9
0
...
I
...
25
$
1,093,877,802
$
79,735,132
9
...
(2)
Values for taxpayers that are outside the top ten ranking are excluded
...
13%
Pension Plans and Other Post-Employment Benefits
Overview
Metro employees participate in one of three main pension plan groups:
1
...
3
...
Division A was established at the inception of the
Government on April 1, 1963 and implemented on November 4, 1964
...
Division A of the Metro Plan was closed to new
members on July 1, 1995
...
Metropolitan
Government employees who were members of Division A were given the option to transfer to Division B as of
January 1, 1996
...
The Metro Active Plan Division B is a non-contributory, defined benefit plan, covering approximately 13,000
current employees and 10,300 retired and deferred vested employees
...
Contributions attributable to employees of the general government
(approximately 75% of total) are funded from Metro’s operating fund and revenues
...
g
...
Metropolitan Nashville Public School’s (MNPS) teachers participate in the State Employees, Teachers, and Higher
Education Employees’ Pension Plan (SETHEEPP), a cost-sharing multiple-employer, contributory, defined benefit
plan administered by the Tennessee Consolidated Retirement System (TCRS)
...
TCRS issues a publicly available financial report that
includes financial statements and required supplementary information for the SETHEEPP
...
tn
...
The TCRS employer contribution rate is established at an actuarially determined rate and set every two years by the
TCRS Board of Trustees
...
The Metropolitan Government funds this contribution from its operating funds and revenues, through its annual
funding of MNPS’s education budget
...
05% of
annual covered payroll
...
The Employer's
Contribution Rate for Fiscal Year 2013 and 2014 is 8
...
Teachers are required by state statute to contribute 5%
of salary to the plan
...
Contributions to the Closed Plans are funded from Metro’s operating fund through the
Guaranteed Payment Plan and contributions from the State of Tennessee
...
The lifetime annual benefit is calculated as 1
...
Final average earnings are the highest 60 consecutive months of credited service divided by 5
...
Employees with a date of hire on or after January 1, 2013 will
become fully vested on completing 10 years of service
...
The lifetime annual benefit is the sum of 2% of final average earnings X years
of credited police and fire service up to 25 years; plus 1
...
Benefits fully vest upon completing 5 years of service
...
An early retirement pension is available for retired employees if the retirement occurs prior to the eligibility of
normal retirement but after age 50 (45 for police and fire) and after the completion of 10 years credited employee
service
...
Any employee who terminates after completion of required years of service to be vested and before eligibility for
normal or early retirement is eligible to receive a monthly deferred pension commencing on the first day of the
month following the attainment of unreduced retirement age computed and payable in accordance with the plan
...
" The employer contribution rate applicable for any fiscal year is
determined by resolution of the benefit board at a public meeting held at least four months prior to the beginning
date of such fiscal year and filed with the Metropolitan Clerk and must be no less than the smaller of (1) three-tenths
of one percent plus the employer contribution rate applicable to the prior fiscal year, or (2) an employer contribution
rate, which shall be the ratio of the actuarially determined contribution level to the amount of the valuation payroll,
on the basis of an actuarial valuation of the system made as of the last day of the fiscal year preceding the adoption
of the contribution rate
...
The actuarial valuation must be made by a qualified or accredited
actuary according to accepted and sound actuarial principles and methods and based on actuarial assumptions which
have been recommended by the actuary and approved by the Benefit Board
...
Metro’s policy has been to make annual contributions to the Active Plans equal to
the actuary’s recommended rate, sufficient to amortize the unfunded liability over the 40 year period commencing in
1978
...
The level amortization period is designed to reduce contribution volatility
compared with a continuing decline in the amortization period
...
The
employer contribution rate for fiscal year 2012-2013 is 15
...
The Metropolitan Government expects that its
contribution rate for 2013-2014 will increase to 17
...
This increase results from the combination of (1) the
anticipated changes in actuarial assumptions described below (which in isolation would reduce the contribution rate)
and (2) the increase in unfunded liability described below
...
416%
15
...
012%
13
...
658%
16
...
857%
12
...
265%
6
...
5%, cost-of-living adjustments (COLA) of 2
...
50% for Division B, salary increases averaging 4
...
Schedule of Funding Progress
The table below provides a 10 year history of funding progress:
Metropolitan Government of Nashville and Davidson County Tennessee Pension Plan
Schedule of Funding Progress
June 30, 2012
Plan Year
Ending
Actuarial
Value of
Assets
Actuarial
Accrued
Liability
Unfunded
Actuarial
Accrued
Liability
Funded
Ratio
Covered
Payroll
Unfunded
Actuarial
Accrued
Liability as a
% of Covered
Payroll
June 30, 1999
June 30, 2000
June 30, 2001
June 30, 2002
June 30, 2003
June 30, 2004
June 30, 2005
June 30, 2006
June 30, 2007
June 30, 2008
June 30, 2009
June 30, 2010
June 30, 2011
June 30, 2012
1,241,356,861
1,419,820,507
1,532,338,623
1,569,455,257
1,569,047,675
1,592,671,213
1,602,285,363
1,706,677,125
1,921,193,702
2,119,228,659
1,925,305,076
2,143,522,150
2,188,868,356
2,185,046,912
1,350,000,989
1,522,468,982
1,628,956,808
1,668,629,134
1,688,192,909
1,708,318,774
1,818,206,856
1,959,952,204
2,144,144,792
2,323,837,472
2,275,399,550
2,360,892,310
2,468,971,488
2,580,685,072
108,644,128
102,648,475
96,618,185
99,173,877
119,145,234
115,647,561
215,921,493
253,275,079
222,951,090
204,608,813
350,094,474
217,370,160
280,103,132
395,638,160
91
...
30%
94
...
10%
92
...
20%
88
...
10%
89
...
20%
84
...
80%
88
...
70%
375,552,645
384,283,394
398,426,904
434,699,880
466,820,160
481,881,171
474,531,741
515,500,760
529,100,484
555,972,878
562,015,408
554,606,279
571,381,362
563,356,943
28
...
71%
24
...
81%
25
...
00%
45
...
13%
42
...
80%
62
...
19%
49
...
23%
The increase in the Unfunded Actuarial Accrued Liability as of June 30, 2012 results from Active Plan investments
underperforming versus actuarially assumed investment returns
...
Source: Bryan, Pendleton, Swats & McAllister, LLC
Additional statistical information for the Active Plans can be found in the Metropolitan Government’s CAFR, a link
to which is included in this Official Statement
...
Benefits are determined by a formula
using the member's high five-year average salary and years of service
...
A reduced retirement benefit is available to
vested members at the age of 55
...
There is no service requirement for disability that is the
result of an accident or injury occurring while the member was in performance of duty
...
Benefit provisions are established in state statue found in Title 8, Chapter 34-37 of the
Tennessee Code Annotated (TCA)
...
B-35
Funding Sources
Teachers – 5% of salaries
Metro, via funding of the MNPS school budget, contributes an amount equal to the percentage of certified payroll
set by the TCRS each year
...
Actuarial Information
Plan Year
Ending
2011
2009
2007
2005
2003
2001
Actuarial
Value of
Assets
$18,388,337
16,031,755
15,993,095
14,464,578
13,509,863
12,629,990
Actuarial
Accrued
Liability
$19,423,152
17,118,650
15,998,286
14,464,578
13,509,863
12,629,990
Unfunded
Actuarial
Accrued
Liability
$1,034,815
1,086,895
5,191
0
0
0
Funded
Ratio
94
...
65
99
...
53%
30
...
16
na
na
na
Source: TCRS Valuation and Report as of July 1, 2011
Annual Contributions
Required TCRS contributions in 2012 and 2013 were 9
...
Required TCRS contributions in 2014 will be 8
...
Trends
It is anticipated that there will be upward pressure in the employer contribution rates in future actuarial valuations as
the difference between the market value of assets and the actuarial value of assets that are being deferred are
recognized
...
5 billion of market losses for the state-wide Teachers group are being deferred
...
Additional Information
Additional information about TCRS can be accessed at www
...
gov/treasury/tcrs
...
Under the
Guaranteed Payment Plan, unfunded liabilities of the aggregate plan are amortized over a period of no more than
thirty years beginning with the effective date
...
Appropriations made by Metro and the Board of Education
to fund obligations of the aggregate plan may not be reduced until all plan obligations are fully amortized
...
B-36
The five plans included in the Guaranteed Payment Plan are:
Metropolitan Board of Education Teacher Retirement Plan
Davidson County Board of Education Retirement Plan
Nashville City Teachers Retirement Plan
Former Davidson County Pension System
Former City of Nashville Pension System
Current Funded Status
Metro’s Liability
At June 30, 2012
(Dollars in Thousands)
Present Value
of Future
Benefits*
Present Value
of Future
Employee
Contributions
Actuarial
Value of
Assets
Remaining
Liability
Metro Teachers
County Teachers
City Teachers
City Employees
County Employees
$207,805
32,510
17,809
55,674
11,786
$0
0
0
0
0
$53,321
5,930
3,769
7,275
1,557
$154,484
26,580
14,040
48,399
10,229
Total
$325,584
$0
$71,852
$253,732
*Net of State cost-sharing in the three teacher plans
Based on current valuation the expected amortization period is approximately 11 years
...
B-37
The Metropolitan Government currently provides various other post-employment benefits (“OPEB”) other than
pensions, with healthcare representing the most significant portion of the OPEB cost
...
For employees hired January 1, 2013 or
later, the Metropolitan Government contribution is based on years of service and ranges from 25% for a retiree with
less than 15 years of service to 75% for a retiree with 20 or more years of service
...
Funding is on a pay-as-you-go basis under which payments are made in
amounts sufficient to cover benefits paid, administrative costs and anticipated inflationary increases
...
During the year ended June 30, 2013, benefits paid totaled
$46,709,200
...
Funding is on a pay-as-you-go basis under which payments are
made in amounts sufficient to cover benefits paid
...
The Metropolitan Government adopted GASB Statement No
...
This Statement addresses how
governments should account for and report their costs and obligations related to post-employment healthcare and
other non-pension benefits; it does not require that the liability be funded
...
5% rate of return (net of administrative expenses), 2
...
Approximately 87% of the uniformed personnel of the Fire Department are members of Local No
...
The Police Department has 1,841 active employees, of which 1,350 are
sworn personnel
...
5, the designated employee representative
...
The MBE is a party to a Memorandum of Understanding with the MNEA which is renewed annually
...
With the exception of school teachers covered specifically by the Education Professional Negotiation Act, which
provides for memoranda of understanding, the State does not recognize collective bargaining agreements between
municipalities and their employees
...
The State courts have also
ruled that strikes by municipal employees are illegal and subject to injunction
...
Nashville, Tennessee
Ladies and Gentlemen:
We have acted as bond counsel in connection with the issuance by The Sports Authority of The
Metropolitan Government of Nashville and Davidson County (the "Issuer") of $53,760,000 in aggregate principal
amount of its Public Improvement Revenue Bonds (Ballpark Project), Series 2013A, dated the date hereof (the
"Bonds")
...
The Issuer has authorized the issuance and sale of the Bonds, the execution and delivery of the Indenture
and the pledge of certain revenues of the Issuer to secure the Bonds pursuant to resolution of the Board of Directors
of the Issuer adopted on December 11, 2013 (the "Issuer Resolution")
...
BL2013-593 of the Metropolitan County Council of the Metropolitan
Government, passed on third reading on December 10, 2013 (the "Metro Ordinance")
...
As to questions of fact material to our opinion, we have relied upon the certified proceedings
and other certifications of public officials furnished to us without undertaking to verify such facts by independent
investigation
...
All capitalized terms used but not defined herein shall have the meanings assigned to such terms in the
Indenture
...
The Issuer is duly created and validly existing as a public nonprofit corporation and public
instrumentality of the Metropolitan Government, organized and existing under the laws of the State of Tennessee,
with the corporate power to enter into and perform under the Indenture and to issue the Bonds
...
The Issuer Resolution has been duly and lawfully adopted, is in full force and effect and is
effective to authorize the issuance and sale of the Bonds and the execution and delivery by the Issuer of the
Indenture
...
The Metro Ordinance has been duly and lawfully passed, is in full force and effect and is effective
to approve the authorization and issuance of the Bonds and the execution and delivery by the Metropolitan
Government of the Indenture
...
The Indenture has been duly authorized, executed and delivered by the Issuer and, assuming due
authorization, execution and delivery of the Indenture by the Trustee, constitutes a valid and binding obligation of
the Issuer enforceable against the Issuer in accordance with its terms
...
The Indenture creates a valid first lien on the Sales Tax Rebate Revenues and TIF Payments
received by the Issuer and assigned to the Trustee under the Indenture, on a parity and equality of lien with the
Issuer's outstanding Public Improvement Revenue Bonds (Ballpark Project), Series 2013B (Federally Taxable), and
on certain funds held under the Indenture in trust for the benefit of the Bondholders, subject to application thereof
pursuant to the terms of the Indenture
...
The Indenture has been duly authorized, executed and delivered by the Metropolitan Government
and, assuming due authorization, execution and delivery of the Indenture by the Trustee, constitutes a valid and
binding obligation of the Metropolitan Government enforceable against the Metropolitan Government in accordance
with its terms
...
The Indenture creates
a valid first lien on the Sales Tax Rebate Revenues and Non-Tax Revenues received by the Metropolitan
Government and assigned to the Trustee under the Indenture, on a parity and equality of lien with the Issuer's
outstanding Public Improvement Revenue Bonds (Ballpark Project), Series 2013B (Federally Taxable), and on
certain funds held under the Indenture in trust for the benefit of the Bondholders, subject to application thereof
pursuant to the terms of the Indenture
...
The Bonds have been duly and validly authorized, executed and issued in accordance with the
constitution and laws of the State of Tennessee and constitute valid and binding obligations of the Issuer payable
solely from Sales Tax Rebate Revenues, TIF Payments and, to the extent the foregoing are not sufficient to pay
principal of and interest on Bonds, from Non-Tax Revenues
...
Interest on the Bonds (including any original issue discount properly allocable to an owner
thereof) is excluded from gross income for federal income tax purposes and is not an item of tax preference for
purposes of the federal alternative minimum tax imposed on individuals and corporations; however, such interest is
taken into account in determining adjusted current earnings of certain corporations for purposes of alternative
minimum tax on corporations
...
Failure to comply with certain of such
requirements could cause interest on the Bonds to be so included in gross income retroactive to the date of issuance
of the Bonds
...
Except as set forth in this Paragraph
7, we express no opinion regarding other federal tax consequences arising with respect to the Bonds
...
Under existing law, the Bonds and the income therefrom are exempt from all present state, county
and municipal taxes in Tennessee except (a) inheritance, transfer and estate taxes, (b) Tennessee excise taxes on all
or a portion of the interest on any of the Bonds during the period such Bonds are held or beneficially owned by any
organization or entity, other than a sole proprietorship or general partnership, doing business in the State of
Tennessee, and (c) Tennessee franchise taxes by reason of the inclusion of the book value of the Bonds in the
Tennessee franchise tax base of any organization or entity, other than a sole proprietorship or general partnership
doing business in the State of Tennessee
...
We express no opinion herein as to the accuracy, adequacy or completeness of the Official Statement
relating to the Bonds
...
Yours truly,
Bass, Berry & Sims PLC
C-3
[Form of Bond Counsel Opinion for the Series 2013B Bonds]
December 19, 2013
The Sports Authority of The Metropolitan
Government of Nashville and Davidson County
c/o Saul Solomon
Director of Law, Metropolitan Government
Nashville, Tennessee
Metropolitan County Council
The Metropolitan Government
of Nashville and Davidson County
Nashville, Tennessee
Raymond James & Associates, Inc
...
The Bonds are issued pursuant to a Trust Indenture, dated as of December 19, 2013 (the
"Indenture"), by and among the Issuer, The Metropolitan Government of Nashville and Davidson County (the
"Metropolitan Government"), and Regions Bank, Nashville, Tennessee, as trustee (the "Trustee")
...
The Metropolitan Government has approved the issuance and sale of the Bonds by the Issuer, the execution
and delivery of the Indenture and the pledge of certain revenues of the Metropolitan Government to secure the
Bonds pursuant to Ordinance No
...
We have examined the law and such certified proceedings and other papers as we deemed necessary to
render this opinion
...
Reference is hereby made to the opinion of even date of the counsel to the Issuer and the
Metropolitan Government, with respect, among other matters, to the corporate existence of the Issuer and the
Metropolitan Government; to the lawful adoption of the proceedings of the Issuer relating to the authorization,
execution and delivery of the Bonds and the Indenture; and to the lawful adoption of the proceedings of the
Metropolitan Government relating to the approval of the issuance of the Bonds and the authorization, execution and
delivery of the Indenture
...
Based on our examination, we are of the opinion, as of the date hereof, as follows:
C-4
1
...
2
...
3
...
4
...
The Indenture is effective to assign in trust to
the Trustee all right, title and interest of the Issuer in and to the Team Lease (except for any rights of the Issuer to
reimbursement and payment of costs and expenses under the Team Lease, and to exemption from liability, both
individual and corporate, under the Team Lease), Team Lease Payments, Sales Tax Rebate Revenues, the TIF
Documents and the TIF Payments
...
5
...
The Indenture is effective to assign in trust to the Trustee all right, title and interest of the
Metropolitan Government in and to the Sales Tax Rebate Revenues and Non-Tax Revenues
...
6
...
7
...
It is to be understood that the rights of the owners of the Bonds and the enforceability of the Bonds and the
resolution authorizing the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors' rights heretofore or hereafter enacted and that their enforcement may be subject to
the exercise of judicial discretion in accordance with general principles of equity
...
This opinion is given as of the date hereof, and we assume no obligation to update or supplement this
opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may
hereafter occur
...
The Series
2013 Bonds are being issued pursuant to a Trust Indenture, dated as of December 19, 2013, by and among the
Metropolitan Government, the Authority and Regions Bank, as Trustee (the "Indenture")
...
Purpose of the Disclosure Certificate
...
E
...
Rule 15c2-12(b)(5)
...
Definitions
...
"Beneficial Owner" shall mean any person who (a) has the power, directly or indirectly, to vote or consent
with respect to, or to dispose of ownership of, any Series 2013 Bond (including persons holding Series 2013 Bonds
through nominees, depositories or other intermediaries) or (b) is treated as the owner of any Series 2013 Bond for
federal income tax purposes
...
"Fiscal Year" shall mean any period of twelve consecutive months adopted by the Metropolitan
Government as its fiscal year for financial reporting purposes and shall initially mean the period beginning on July 1
of each calendar year and ending June 30 of the following calendar year
...
"MSRB" shall mean the Municipal Securities Rulemaking Board, or any successor thereto
...
"Participating Underwriter" shall collectively mean Raymond James & Associates, Inc
...
, and Loop Capital Markets, LLC
...
"State" shall mean the State of Tennessee
...
As of the date of this
Disclosure Certificate, there is no State Depository
...
Provision of Annual Reports
...
msrb
...
In each case, the Annual Report may be
submitted as a single document or as separate documents comprising a package, and may cross-reference other
information as provided in Section 4 of this Disclosure Certificate
...
In the event that the audited financial statements are
not included with the Annual Report and will be submitted at a later date, the Metropolitan Government shall
include unaudited financial statements of the Metropolitan Government in the Annual Report and shall indicate in
the Annual Report the date on which the audited financial statements of the Metropolitan Government will be
submitted
...
If the Annual Report (or audited financial statements which were to
be separately submitted) is not timely filed, the Metropolitan Government shall in a timely manner send a notice to
the MSRB and to the State Depository, if any
...
SECTION 4
...
The Metropolitan Government's Annual Report shall contain
or incorporate by reference the following:
(a)
If audited financial statements of the Metropolitan Government are not yet available, the unaudited
financial statements of the Metropolitan Government, and when audited financial statements are available, the
audited financial statements of the Metropolitan Government, both such types of financial statements to be prepared
in conformity with generally accepted accounting principles, as in effect from time to time
...
(b)
If the accounting principles changed from the previous Fiscal Year, a description of the impact of
the change as required by Section 8 of this Disclosure Certificate
...
(d)
To the extent not set forth in the aforementioned financial statements, the Metropolitan
Government shall provide additional financial information and operating data with respect to the Authority or the
Metropolitan Government, consisting of:
1
...
2
...
3
...
Any or all of the items listed above may be incorporated by reference from other documents, including
official statements of debt issues with respect to which the Metropolitan Government is an "obligated person" (as
defined by the Rule), which have been filed in accordance with the Rule and the other rules of the Securities and
Exchange Commission
...
msrb
...
The Metropolitan Government shall clearly identify each such other document
so incorporated by reference
...
(a)
Reporting of Significant Events
...
Principal and interest payment delinquencies;
b
...
Unscheduled draws on debt service reserves reflecting financial difficulties;
d
...
Substitution of credit or liquidity providers, or their failure to perform;
f
...
Modifications to rights of Bondholders, if material;
h
...
Defeasances;
j
...
Rating changes;
l
...
The consummation of a merger, consolidation or acquisition involving an obligated person or
the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business,
the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating
to any such actions, other than pursuant to its terms, if material; and
n
...
(b)
Upon the occurrence of a Listed Event, the Metropolitan Government shall in a timely manner, but
in no event more than ten (10) business days after the occurrence of such event, file a notice of such occurrence with
the MSRB
...
SECTION 6
...
The Metropolitan Government's obligations under
this Disclosure Certificate shall terminate upon the defeasance (within the meaning of the Rule), prior redemption or
payment in full of all of the Series 2013 Bonds
...
If the
Metropolitan Government's obligations are assumed in full by some other entity, such person shall be responsible
for compliance with this Disclosure Certificate in the same manner as if it were the Metropolitan Government and
the Metropolitan Government shall have no further responsibility hereunder
...
Dissemination Agent
...
If at any time there is not a designated dissemination agent, the Metropolitan Government shall
be the dissemination agent
...
Amendment
...
In the event that this Disclosure Certificate is amended or any provision of the Disclosure Certificate is
waived, the notice of a Listed Event pursuant to Section 5(a)(f) hereof shall explain, in narrative form, the reasons
for the amendment or wavier and the impact of the change in the type of operating data or financial information
being provided in the Annual Report
...
The
comparison shall include a qualitative discussion of the differences in the accounting principles and impact of the
change in the accounting principles on the presentation of the financial information
...
SECTION 9
...
Nothing in this Disclosure Certificate shall be deemed to
prevent the Metropolitan Government from disseminating any other information, using the means of dissemination
set forth in this Disclosure Certificate or any other means of communication, or including any other information in
any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure
Certificate
...
SECTION 10
...
In the event of a failure of the Metropolitan Government to comply with any
provision of this Disclosure Certificate, the Participating Underwriter or any Beneficial Owner may take such
actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the
Metropolitan Government to comply with its obligations under this Disclosure Certificate
...
The cost to the Metropolitan Government of performing its obligations under the
provisions of this Disclosure Certificate shall be paid solely from funds lawfully available for such purpose
...
Duties, Immunities and Liabilities of Dissemination Agent
...
The Dissemination Agent may consult with counsel
(who may, but need not, be counsel for any party hereto or the Metropolitan Government), and the opinion of such
counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it
hereunder in good faith and in accordance with the opinion of such counsel
...
SECTION 12
...
This Disclosure Certificate shall inure solely to the benefit of the
Authority, the Metropolitan Government, the Participating Underwriter and Beneficial Owners from time to time of
the Series 2013 Bonds, and shall create no rights in any other person or entity
...
Intermediaries; Expenses
...
The Dissemination Agent shall be reimbursed immediately for
all such expenses and any other reasonable expense incurred hereunder (including, but not limited to, attorneys'
fees)
...
Governing Law
...
SECTION 15
...
In case any one or more of the provisions of this Disclosure Certificate shall
for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this
Disclosure Certificate, but this Disclosure Certificate shall be construed and enforced as if such illegal or invalid
provision had not been contained herein
...
Filings with the MSRB
...
msrb
...
34-59062
...
Dean, Metropolitan Mayor
APPROVED AS TO FORM AND
LEGALITY:
_____________________________________
Saul Solomon, Director of Law
D-5
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APPENDIX E
SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE
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SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE
The Series 2013 Bonds will be issued pursuant to the Indenture, which specifies the details of provisions of
the Series 2013 Bonds and the terms and conditions pursuant to which the Series 2013 Bonds will be issued
...
Such summary is not to be considered a complete explanation of the terms and provisions of the Indenture
...
Definitions
“Act” shall mean the provisions of Chapter 67 of Title 7 of the Tennessee Code Annotated, as may be
amended from time to time
...
“Additional Secured Indebtedness” shall mean any indebtedness or obligation of the Metropolitan
Government, the Authority or any other Person, other than the Bonds, payable from or secured by a pledge of, lien
on, or security interest in the Non-Tax Revenues
...
“Authority” shall mean The Sports Authority of The Metropolitan Government of Nashville and Davidson
County, a public nonprofit corporation organized and existing under and by virtue of the laws of the State and a
public instrumentality of the Metropolitan Government, and its successors in interest
...
“Authorized Investments” shall mean all investment obligations permitted by the Act
...
“Beneficial Owner” means, for any Bond which is held by a nominee, the beneficial owner of such Bond
and with respect to DTC means the person in whose name a Bond is recorded as the beneficial owner of such Bond
by the respective systems of DTC and each of the DTC Participants
...
“Bond Counsel” shall mean a firm of attorneys of nationally recognized standing in the field of municipal
finance law whose opinions are generally accepted by underwriters and other purchasers of obligations issued by
state and local governments selected by the Authority
...
E-1
“Bond Year” shall mean initially the period from the date of issuance of the Bonds until the first Principal
Maturity Date and thereafter each twelve-month period beginning the day after a Principal Maturity Date
...
“Bonds” shall mean the Bonds of all Series from time to time authenticated and delivered under the
Indenture
...
“Business Day” shall mean any day other than (a) Saturday or Sunday, (b) a day on which banking
institutions in New York City or any other city where the principal United States office of the Credit Facility Issuer
or the Trustee is located are required or authorized by law (including executive order) to close or on which the
principal United States office of the Credit Facility Issuer or the Trustee is closed for a reason not related to financial
condition, or (c) a day on which The New York Stock Exchange is closed
...
“Code” shall mean the Internal Revenue Code of 1986, as amended, and all applicable regulations
thereunder
...
“Cost” or “Cost of Construction” shall mean:
(a)
The cost of acquiring, erecting, extending, improving, equipping, repairing or refinancing the
Project or for any combination of such purposes, demolishing structures on the Project site, and
acquiring sites necessary or convenient for such Project;
(b)
The cost of labor, materials, machinery and equipment as payable to contractors, builders and
materialmen in connection with the Project;
(c)
Governmental charges levied or assessed during equipping of the Project or upon any property
acquired therefor, and premiums on insurance in connection with the Project during construction;
(d)
Fees and expenses of architects and engineers for estimates, surveys and other preliminary
investigations, environmental tests, soil borings, appraisals, preparation of plans, drawings and
specifications and supervision of the Project properly chargeable to the Project, as well as for the
performance of all other duties of architects and engineers in relation to the construction and
installation of the Project;
(e)
Expenses of administration, supervision and inspection properly chargeable to the Project,
including the fees relating to the design, construction and equipping of the Project and all other
items of expense, not elsewhere specified in the Indenture incident to the construction, installation
and placing in operation of the Project;
E-2
(f)
Fees and expenses incurred in connection with the issuance and administration of the Bonds,
including but not limited to, fees and expenses of the underwriter for the Bonds and its counsel,
the Authority and its counsel, Bond Counsel, the Trustee and its counsel, printing costs and Rating
Agency fees;
(g)
Capitalized interest on the Bonds during the maximum term permitted by the Act; and
(h)
Any other cost of the Project permitted to be financed pursuant to the Act
...
“Debt Service Payment Date” shall mean each Interest Payment Date and Principal Maturity Date
...
In calculating the Debt Service Requirement for any period:
(1)
the Authority shall deduct from the amounts calculated in Subparagraph (a) through (b) above: (i)
any capitalized interest deposited into the Bond Fund for such period from the proceeds of the sale
of such Bonds or otherwise, and (ii) any investment earnings to be received on moneys on deposit
in the Bond Fund and accounts therein and required by the terms of the Indenture to be retained in
such Bond Fund; and
(2)
the stated maturity date of any Term Bonds shall be disregarded and the Amortization Installments
applicable to such Term Bonds in such Bond Year shall be deemed to mature in such Bond Year
...
“Director of Finance” shall mean the duly appointed and serving Director of Finance, Acting Director of
Finance or other person exercising the duties of the Director of Finance of the Metropolitan Government
...
“DTC Participant(s)” shall mean securities brokers and dealers, banks, trust companies and clearing
corporations that have access to the DTC system
...
“Fiscal Year” shall mean the period commencing on July 1 of each year and ending on the succeeding June
30 or such other period as may be prescribed from time to time as the fiscal year for the Authority and the
Metropolitan Government
...
E-3
“Government Obligations” shall mean direct obligations of, or obligations, the principal of and interest on
which are guaranteed by, the United States of America, or any agency thereof, obligations of any agency or
instrumentality of the United States or any other obligations at the time of the purchase thereof are permitted
investments under Tennessee law for the purposes described in the Indenture, which bonds or other obligations shall
not be subject to redemption prior to their maturity other than at the option of the registered owner thereof
...
“Interest Payment Date” shall mean, with respect to (a) any Series, any date on which interest is stated to be
due on the Bonds; and (b) any date on which interest becomes due thereon on account of early redemption thereof or
on account of the happening of an event which under the terms of the Bonds, requires a payment of interest to be
made thereon
...
“Mayor” shall mean the duly elected and serving Metropolitan County Mayor of the Metropolitan
Government
...
“Moody's” shall mean Moody's Investors Service, Inc
...
The term “Non-Tax Revenues” does not include State-shared taxes, revenues of any agency or instrumentality
of the Metropolitan Government, revenues which according to generally accepted accounting principles
promulgated by the Governmental Accounting Standards Board are normal and customary accounting practices of
the Metropolitan Government, are deposited to and become assets of any proprietary fund or enterprise fund of the
Metropolitan Government
...
“Opinion of Counsel” shall mean a written opinion of counsel who may, but need not, be Bond Counsel,
counsel for the Authority, counsel for the Lessee, or counsel for the Metropolitan Government
...
“Person” shall mean firms, associations, partnerships, joint ventures, societies, estates, trusts, corporations,
public or governmental bodies, other legal entities and natural persons
...
“Project” shall mean the ballpark facility, including without limitation, all buildings appurtenant thereto, all
other related facilities, fixtures and equipment to be constructed on the Project site, all property necessary and
convenient for the Project site, the demolition of structures on such site, and all architectural, engineering, legal and
consulting costs incident thereto
...
“Rebate Fund” shall mean the Rebate Fund established under Section 5
...
“Record Date” means, when used with respect to any Series, the fifteenth day of the calendar month next
preceding an Interest Payment Date or Principal Maturity Date applicable to that Series, or such other date as may
be specified by Supplemental Indenture with respect to such Series
...
“Sales Tax Rebate Revenues” shall mean state and local tax revenue derived from the sale of admissions to
games of the Team in the ballpark, the sale of food and drink sold on the site of the Project used in conjunction with
those games, parking charges and related services, and the sale by the Team of authorized franchise goods and
products associated with its operations as a professional sports franchise less local option sales taxes collected in the
year preceding the original occupancy of the ballpark, all as set forth in Section 67-6-103(d)(1)(A)(iii), Tennessee
Code Annotated
...
“Series” or “Series of Bonds” shall mean the initial Series of Bonds authorized under the Indenture and any
additional Series of Bonds issued pursuant to a Supplemental Indenture in accordance with the Indenture
...
E-5
“Series 2013A Bonds” shall mean the Public Improvement Revenue Bonds (Ballpark Project), Series
2013A of the Authority issued and from time to time outstanding under the Indenture
...
“Standard & Poor's” shall mean Standard & Poor's Ratings Group, a division of McGraw-Hill Financial
Services Company, a corporation organized and existing under the laws of the State of New York, its successors and
their assigns
...
“Supplemental Indenture” shall mean an indenture supplemental to the Indenture authorized pursuant to the
Indenture
...
“Tax-Exempt Bonds” shall mean any Bonds the interest on which is intended to be excluded from gross
income for the holders thereof under federal tax laws
...
“Team Lease” shall mean any lease agreement now or hereafter executed by the Authority, as lessor, and
the Team, as lessee, providing for the use of the Project by the Team
...
“Term Bonds” shall mean the Bonds of a Series, all of which are stated to mature on one date and which
are subject to retirement by operation of the Bond Fund established in the Indenture
...
“TIF Payments” shall mean all debt service payments made by MDHA to the Authority pursuant to the TIF
Documents
...
“Trustee” shall mean Regions Bank, an Alabama banking corporation, and its successors in interest
...
and such other underwriters as may be
designated by the Authority, with respect to the Series 2013 Bonds, and with respect to Additional Bonds, such
Underwriter designated in the Supplemental Indenture
...
E-6
The Bonds
Pledge and Assignment
...
Notwithstanding the foregoing, Team
Lease Payments shall be used solely for the payment of the Debt Service on the Series 2013B Bonds and such other
Series of Bonds as may be identified in a Supplemental Resolution by the Authority, provided that prior to the
pledge of Team Lease Payments to the holders of additional Series of Bonds, the Authority shall have received an
opinion of Bond Counsel that such pledge will not adversely affect the exclusion of the interest on any Tax-Exempt
Bonds then Outstanding
...
Neither the State nor any
political subdivision thereof, including the Authority and the Metropolitan Government, shall be obligated to pay the
principal of or interest on the Bonds or other costs incident thereto except from the revenues and receipts pledged
therefor, and neither the faith and credit nor the taxing power of the State or any political subdivision thereof,
including the Authority and the Metropolitan Government, is pledged to the payment of the principal of or interest
on the Bonds or other costs incident thereto
...
Payment of Bonds
...
The principal of and premium, if any, on the Bonds shall be payable at the office of the Trustee,
and payment of the interest on each Bond shall be made by the Trustee on each interest payment date to the person
appearing on the registration books maintained by the Trustee as the registered owner thereof on the Record Date by
check or draft mailed to such registered owner at his address as it appears on such registration books; provided,
however, that a registered owner of at least $1,000,000 in principal amount of Bonds may, by written request filed
with the Trustee on or before fifteen (15) days prior to the Record Date, receive payment of interest by wire transfer
to a United States financial institution located in the continental United States for credit to an account maintained in
the name of the registered owner at such financial institution
...
The Trustee shall give notice by mail of the Special Record Date
and date for payment of Defaulted Interest at least 10 days before the Special Record Date
...
E-7
Temporary Bonds; Lost, Stolen or Destroyed Bonds
...
The temporary Bonds shall be of such denomination or denominations,
without coupons, as may be determined by the Authority, and may contain such reference to any of the provisions of
the Indenture as may be appropriate
...
If the
Authority issues temporary Bonds, it will execute and furnish definitive Bonds without delay and thereupon the
temporary Bonds may be surrendered for cancellation in exchange therefor at the office of the Trustee, and the
Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of
definitive Bonds of the same Series and maturity of authorized denominations
...
In case any temporary or definitive Bond issued under the Indenture shall become mutilated, or be lost,
stolen, or destroyed, the Authority, in its discretion, shall issue, and the Trustee shall authenticate and deliver, a new
Bond of like tenor, amount, maturity and date, and bearing the same or a different number, in exchange and
substitution for, and upon the cancellation of, the mutilated Bond, or in lieu of and substitution for such lost, stolen
or destroyed Bond, or if any such Bond shall be about to mature, instead of issuing a substituted Bond the Authority
may pay or authorize payment of such Bond without surrender thereof
...
Additional Bonds
The Authority covenants and agrees that no additional Series of Bonds shall be issued under the Indenture
except in accordance with the terms and conditions of the Indenture
...
the Additional Bonds are issued solely for the purpose of refunding any
Outstanding Bonds and the refunding results in a reduction in Debt Service payable by the
Authority under the Indenture; or
B
...
E-8
Additional Bonds authorized to be issued under the Indenture shall be in such denomination or
denominations, shall contain such variant provisions, if any, as to date, maturity or serial maturities, interest rate or
interest rates, redemption terms, sinking fund provisions, if any, and shall be limited to such aggregate principal
amount, as shall be set forth in a Supplemental Indenture adopted pursuant to the terms of the Indenture at the time
such Additional Bonds are authorized
...
Additional Secured Indebtedness
The Metropolitan Government covenants and agrees that, from and after the delivery of the Series 2013
Bonds and continuing so long as any Bonds are Outstanding under the Indenture, it will not issue or incur any
indebtedness payable from or secured by a pledge of or lien on the Non-Tax Revenues, nor will it pledge the NonTax Revenues or create a lien on or security interest in Non-Tax Revenues to secure by indebtedness or obligation of
the Metropolitan Government, the Authority, or any other Person, unless all the following conditions are met and in
which case, such pledge, lien and/or security interest shall be subordinate to the pledge in favor of the Bonds:
(1)
all the payments into the respective funds and accounts provided for in the Indenture, as
supplemented, shall have been made in full to the date of issuance of said Additional Secured Indebtedness or the
creation of the lien, security interest or pledge described in the Indenture;
(2)
the Authority and the Metropolitan Government shall be in substantial compliance with
all of the covenants, agreements and terms of the Indenture, as supplemented; and
(3)
following the issuance of such additional indebtedness or the creation of such lien, pledge
or security interest, the total amount of Non-Tax Revenues collected by the Metropolitan Government during the
most recently concluded Fiscal Year of the Metropolitan Government equals or exceeds two (2) times the Maximum
Debt Service Requirement with respect to any Bonds Outstanding under the Indenture and all Additional Secured
Indebtedness
...
Ratable Security
All Bonds of all Series from time to time Outstanding under the Indenture shall be equally and ratably
secured as to principal, premium, if any, and interest by the Indenture
...
The Series 2013 Bonds
are redeemable in the manner, at the time or times and at the premiums, if any, specified in the Indenture, and Bonds
of each other Series are redeemable in the manner, at the time or times and the premiums, if any, specified in the
Supplemental Indenture relating to such Series
...
If less than all of the Bonds of a particular
maturity of a Series shall be called for redemption, the particular portions ($5,000 or any integral multiple thereof)
of Bonds to be redeemed shall be selected by the Trustee by lot or in such other random manner as the Trustee in its
discretion may determine
...
There is created by the Authority and ordered established with the Trustee an irrevocable trust fund to be
designated "Sports Authority Ballpark Bond Fund" which shall be used to pay the principal of and interest on the
Bonds as provided in the Indenture, and within the Bond Fund, an account for each Series of Bonds issued under the
Indenture, the first such accounts to be designated as the “Series 2013A Account” and the Series 2013B Account”
...
(a)
There shall be deposited into the Series 2013A Account and any other account of the Bond Fund
hereafter established (other than those accounts described in subsection (b) below), as and when received, pro rata
among accounts, the following:
(i)
any amount in the Construction Fund to be paid into the Bond Fund in accordance with
the terms of the Indenture;
(ii)
all Sales Tax Rebate Revenues;
(iii)
all TIF Payments; and
(iv)
Government
...
Use of Moneys in Bond Fund; Requisition of Non-Tax Revenues
...
On the 15th day preceding each Debt Service Payment Date, the Trustee may transfer
funds from one account in excess of that needed to pay ensuing applicable Debt Service to another account having a
deficiency in the amount needed to pay ensuing applicable Debt Service
...
In the event amounts on deposit in the Bond Fund on the 30th day prior to any Debt Service Payment Date
are insufficient to provide for the payment of all Debt Service coming due on such Debt Service Payment Date, the
Trustee shall immediately notify the Metropolitan Government and the Authority of such event and the amount of
E-10
such insufficiency that exists in the Bond Fund
...
Upon being so
notified by the Trustee of the remaining deficiency, the Metropolitan Government shall deposit to the Bond Fund an
amount of Non-Tax Revenues equal to such insufficiency no later than three Business Days prior to such Debt
Service Payment Date
...
In the event other funds become available to the
Trustee to pay principal and interest coming due on such Debt Service Payment Date and all or a portion of the NonTax Revenues are not applied to the payment of principal and interest, then the Trustee shall transfer such unused
Non-Tax Revenues back to the Metropolitan Government not later than the Business Day next following such Debt
Service Payment Date
...
Creation of Construction Fund
...
Within the Construction Fund there shall be two accounts: the General Account and the TIF Loan Account
...
Amounts on deposit in the General Account of the Construction Fund shall be disbursed solely to pay the Costs of
Construction of the Project including the costs of issuance of the Series 2013 Bonds
...
Amounts on deposit in the TIF Loan Account of the Construction Fund shall be immediately loaned to
MDHA in exchange for MDHA’s delivery of the TIF Documents
...
, Tennessee Code Annotated (the “Redevelopment Act”)
...
Money in each account in the Construction Fund (including the MDHA Account) shall be secured in the
manner prescribed by applicable statutes relative to the securing of public or trust funds, if any, or, in the absence of
such a statute, by a pledge of readily marketable securities having at all times a market value of not less than the
amount in said account of the Construction Fund
...
Moneys in the Construction Fund shall be invested in
Authorized Investments as shall be directed by the Director of Finance or his designee
...
The Metropolitan Government shall keep and maintain adequate records pertaining to the Construction
Fund and all disbursements therefrom, and after the Project shall have been completed and a certificate of payment
of all costs filed as provided in this section, the Metropolitan Government shall, if requested by the Authority, file an
accounting thereof with the Authority
...
E-11
Completion of Project
...
As soon as practicable after receipt of the certificate referred to in the preceding sentence, any
balance remaining in the MDHA Account and the General Account shall be deposited to the Bond Fund
...
Rebate Fund
...
The Trustee is authorized and directed to receive and hold in the Rebate Fund (i) all payments made thereto
by the Metropolitan Government or the Authority, and (ii) all earnings on investment of such payments and earnings
on reinvestment of such investment earnings
...
Moneys and securities held by the Trustee in the Rebate Fund shall not be deemed funds of the Authority
and are not pledged or otherwise subject to any security interest in favor of the Bonds
...
All moneys received by the Trustee and the Metropolitan Government under the provisions of the Indenture
shall be trust funds under the terms thereof and shall not be subject to lien or attachments of any creditor of the
Authority or the Metropolitan Government except as set forth in the Indenture
...
Investment of Funds
...
Any such investments shall be held by or under the control of the Trustee for
funds held by the Trustee under the Indenture and by and under the control of the Metropolitan Government for
funds held by the Metropolitan Government under the Indenture, and shall be deemed at all times a part of the Bond
Fund or the Rebate Fund, as the case may be, and the interest accruing thereon and any profit realized from such
investments shall be credited to the respective Fund, and in the case of the Bond Fund constitute a credit against the
next payment or payments required under the Indenture, and any loss resulting from such investments shall be
charged to such Fund
...
The Trustee and the Authority
covenant that at any time that they have discretion as to investment they will not knowingly use or invest the
proceeds of the Bonds in any manner which will cause the Bonds to become arbitrage bonds within the meaning of
Section 148 of the Code
...
Remaining Amounts in Funds
...
Covenants of the Authority and the Metropolitan Government
Payment of Bonds
...
Books and Records
...
Maintenance of Non-Tax Revenues
...
Representations and Covenants of the Authority as to the Team Lease
...
The
Authority further covenants and agrees that it will not create or consent to the creation or existence of any mortgage
or lien to secure the payment of indebtedness upon the Authority's interest under the Team Lease or the leasehold
estate created thereby or any part thereof
...
The Authority and the Trustee shall without the consent of or notice to the holders of the Outstanding
Bonds consent to any amendment, change or modification of the Team Lease as may be required (i) by the
provisions of the Team Lease and the Indenture, (ii) for the purpose of curing any ambiguity or formal defect or
omission, or (iii) in connection with any other change therein which, in the judgment of the Trustee, is not to the
prejudice of the Trustee or the holders of the Bonds
...
Books and Records of the Metropolitan Government
...
The Metropolitan Government shall, within 180 days after the close of each Fiscal Year, cause the books,
records and accounts of the Metropolitan Government for such preceding Fiscal Year to be properly audited by
independent certified public accountants, and the Metropolitan Government shall mail upon written request, and
make available generally, said report or a reasonable summary thereof, to any registered owner at the cost of such
registered owner
...
The Metropolitan Government and/or the Authority shall collect and receive the TIF Payments, the Sales
Tax Rebate Revenues, and the Non-Tax Revenues and shall not take any action or permit to be taken any action
which would in any way cause the TIF Payments, or the Sales Tax Rebate Revenues to be applied to any purpose
other than the payment of Debt Service on the Bonds
...
The Authority further covenants
and agrees that it will not create or consent to the creation or existence of any mortgage or lien to secure the
payment of indebtedness upon the Authority's interest in the TIF Documents or any part thereof
...
The Authority may, without the consent of or notice to the holders of the Outstanding Bonds consent to any
amendment, change or modification of the TIF Documents as may be required (i) by the provisions of the TIF
Documents and the Indenture, (ii) for the purpose of curing any ambiguity or formal defect or omission, or (iii) in
connection with any other change therein which, in the judgment of the Trustee, is not to the prejudice of the Trustee
or the holders of the Bonds
...
So long as the requirements of the Indenture relating to maintenance of revenues are met, the Metropolitan
Government may use and apply the Non-Tax Revenues to such purposes and uses as the Metropolitan Government,
acting by and through the Metropolitan Council, shall deem appropriate
...
The Metropolitan Government will not issue any other indebtedness or obligations payable from the
revenues and income which are a part of the Trust Estate, except as provided in the Indenture, nor voluntarily create
or cause to be created any debt, lien, pledge, assignment, encumbrance or any other charge upon any of the Trust
Estate except as provided in the Indenture
...
The Authority and the Metropolitan Government will, at their cost, without expense to the Trustee or the
holders of the Bonds, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged, and
delivered all and every such further acts, conveyances, mortgages, assignments, transfers and assurances as the
Trustee shall require, for the better assuring, conveying, mortgaging, assigning and confirming unto the Trustee the
Trust Estate thereby mortgaged, conveyed or assigned or intended so to be, or which the Authority or the
Metropolitan Government may be or may hereafter become bound to mortgage, convey or assign to the Trustee, or
for carrying out the intention or facilitating the performance of the terms of the Indenture
...
Tax Compliance
...
The Chair or Vice-Chair of the Board, the
Director of Finance of the Metropolitan Government or any other officer having responsibility for the issuance of
such Series of Tax-Exempt Bonds shall give an appropriate certificate of the Authority and the Metropolitan
Government, as applicable, for inclusion in the transcript of proceedings for such Series of Tax-Exempt Bonds,
setting forth the reasonable expectations regarding the amount and use of all the proceeds of the Series of TaxExempt Bonds, the facts, circumstances, and estimates on which they are based, and other facts and circumstances
relevant to the tax treatment of interest on the Series of Tax-Exempt Bonds
...
Any such
action of such officer shall be in writing and signed by the officer
...
The Authority is authorized to retain the services of Bond Counsel and is authorized and directed to take any
and all actions make calculations and rebate or penalty payments, and make or give reports and certifications, as
may be appropriate to assure such exclusion of that interest
...
Anything in the Indenture to the contrary notwithstanding, the performance by the Authority and the
Metropolitan Government of all duties and obligations imposed upon them by the Indenture, the exercise by them of
all powers granted to them under the Indenture, the carrying out of all covenants, agreements, and promises made by
them under the Indenture, and the liability of the Authority and the Metropolitan Government for all warranties and
other covenants under the Indenture, shall be limited solely to the Trust Estate, including revenues and receipts
which are a part thereof, and neither the Authority nor the Metropolitan Government shall be required to effectuate
any of their duties, obligations, powers or covenants under the Indenture except to the extent of the Trust Estate and
such revenues and receipts
...
An Event of Default shall occur under the Indenture if one or more of the following events shall happen:
(a)
if default shall be made in the due and punctual payment of the principal of, or interest or premium
(if any) on any Bond when and as the same shall become due and payable;
(b)
subject to certain provisions of the Indenture summarized herein, if default shall be made by the
Authority or the Metropolitan Government in the performance or observance of any other of the
covenants, agreements or conditions on their part in the Indenture or in the Bonds contained, and
such default shall have continued for a period of 60 days after written notice thereof specifying
such default and requiring the same to be remedied, shall have been given to the Authority and the
Metropolitan Government by the Trustee, or to the Authority, the Trustee and the Metropolitan
Government by the holders of not less than 25% in aggregate principal amount of the Bonds at the
time outstanding; or
(c)
if (i) the Authority files a petition in bankruptcy or for composition under any State or Federal
bankruptcy or insolvency law, or makes an assignment for the benefit of its creditors or consents
to the appointment of a receiver for itself or the whole or any part of its property, or (ii) a court of
competent jurisdiction shall enter an order, judgment or decree appointing a receiver of the
Authority, of the whole or any part of its property, or approving a petition filed against the
Authority seeking the bankruptcy or arrangement or reorganization of the Authority under any
applicable law or statute of the United States or the State of Tennessee and such order, judgment
or decree shall not be vacated, set aside or stayed within sixty days from the date of the entry
thereof, or (iii) under the provisions of any other law for the relief or aid of debtors, any court of
competent jurisdiction shall assume custody or control of the Authority or the whole or any
substantial part of its property, and such custody or control shall not be terminated within ninety
days from the date of assumption of such custody or control, and if as a result of any of the
foregoing events described in clauses (i) to (iii) any court, trustee or receiver either (A) asserts
jurisdiction over or attempts in any way to obtain possession of any part of the Trust Estate,
including the TIF Payments, Sales Tax Rebate Revenues, Non-Tax Revenues, and Team Lease
Payments, or (B) seeks to disaffirm or reject any obligations of the Authority under the Indenture
or the Bonds
...
The Trustee, in case of the happening of an Event of Default, may, and upon the written request of the
holders of not less than 25% in principal amount of the Bonds then outstanding, and upon being indemnified to its
satisfaction, shall exercise any or all rights of the Authority under the Lease and the TIF Documents
...
All rights of action under the
Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or
the production thereof on any trial or other proceeding relative thereto and any such suit or proceeding instituted by
the Trustee shall be brought in its name as Trustee, and any recovery of judgment shall be for the ratable benefit of
the holders of the Bonds
...
The Trustee shall have full power of
substitution and delegation in respect of any such powers
...
Application of Moneys
...
(d)
To the payment of the surplus, if any, to the Metropolitan Government, their successors and
assigns, or to whomsoever may be lawfully entitled to receive the same
...
No delay or omission of the Trustee or of any holder of any of the Bonds to exercise any right or power
arising from any default on the part of the Authority shall exhaust or impair any such right or power or prevent its
exercise during the continuance of such default
...
No remedy under the Indenture is
intended to be exclusive of any other remedy but each and every remedy shall be cumulative and in addition to any
and every other remedy given under the Indenture or otherwise existing
...
No Bondholder shall have any right to institute or prosecute any suit or proceeding at law or in equity for
the foreclosure of the Indenture, for the appointment of a receiver of the Trust Estate, or for the enforcement of any
of the provisions of the Indenture or of any remedies under the Indenture in respect to the Trust Estate unless (a) the
holders of twenty-five per cent (25%) in aggregate principal amount of the Bonds then outstanding have requested
the Trustee in writing to take such action; (b) the holders of the Bonds shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby,
and (c) the Trustee shall have neglected for 60 days after its receipt of such written notice and offer of indemnity to
take such action; provided, however, that the right of any holder of any Bond to receive payment of the principal
thereof and/or premium, if any, and/or interest thereon on or after the respective due dates expressed therein or to
institute suit for the enforcement of any such payment shall not be impaired or affected without the consent of such
holder
...
With regard to any alleged default concerning which notice is given to the Metropolitan Government under
the provisions of the Indenture, the Authority grants the Metropolitan Government full authority for the account of
the Authority to perform any covenant or obligation alleged in said notice to constitute a default, in the name and
stead of the Authority, with full power to do any and all things and acts to the same extent that the Authority could
do and perform any such things and acts and with power of substitution
...
Not more than two months after the close of each Fiscal Year of the Authority, the Trustee shall furnish to
the Authority and the Metropolitan Government a complete financial statement covering receipts, disbursements,
allocation and application of revenues for such Fiscal Year accruing to the Trust Estate and dates and amount
thereof forwarded to the Trustee for such Fiscal Year
...
The records of the Trustee pertaining to the Bonds shall be available to and open for
inspection by the Authority or any Bondholder upon reasonable notice and the Authority covenants that it shall
promptly furnish the Trustee such additional information as is deemed necessary by the Trustee to carry out the
provisions of the Indenture and the trust created thereby
...
The Trustee shall, prior to an Event of Default, and after the curing of all such events of default which may
have occurred, perform such duties and only such duties as are specifically set forth in the Indenture
...
No provision of the Indenture shall be construed to relieve the Trustee from liability for its own willful
misconduct or gross negligence, except that,
(a)
prior to such an event of default under the Indenture and after the curing of all such events of
default which may have occurred, in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any Officers' Certificate, certificate of Authorized Authority
Representative, Authorized Metropolitan Government Representative or Opinion of Counsel
furnished to the Trustee and believed by it to be genuine and executed by the person or persons
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authorized to furnish the same, unless the Trustee knows that the matters upon which the
certificate or opinion is based are erroneous; and
(b)
at all times, regardless of whether or not any such event of default shall exist:
(1)
The Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Officers of the Trustee unless the Trustee was guilty of willful
misconduct or grossly negligent in ascertaining or failing to ascertain the pertinent facts;
and
(2)
The Trustee shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of the holders of not less than a majority
(or such lesser or greater percentage as is specifically required or permitted by the
Indenture) in aggregate principal amount of all Bonds at the time outstanding relating to
the time, method and place of conducting any proceeding for any remedy available to the
Trustee
...
All moneys received by the Trustee shall, until used or applied as in the Indenture provided, be held in trust
for the purposes for which they were received, but need not be segregated from other funds except to the extent
required by law
...
Trustee's Fees and Expenses
...
When
the Trustee incurs fees and expenses or renders services after the occurrence of bankruptcy or insolvency
proceedings with respect to the Lessee, the expenses and the compensation for the services are intended to constitute
expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium,
reorganization or other debtor relief law
...
If any
property, other than cash, shall at any time be held by the Trustee subject to the Indenture, or any supplemental
indenture, as security for the Bonds, the Trustee, if and to the extent authorized by a receivership, bankruptcy or
other court of competent jurisdiction or by the instrument subjecting such property to the provisions of the Indenture
as such security for the Bonds, shall be entitled to make advances for the purpose of preserving such property or of
discharging tax liens or other prior liens or encumbrances thereon
...
Such additional indebtedness
shall while an Event of Default under the Indenture is continuing have priority over the Bonds in respect of all
property and funds held or collected by the Trustee as such
...
There shall at all times be a trustee under the Indenture which shall be a corporation organized and doing
business under the laws of the United States or any State authorized under such laws to exercise corporate trust
powers, having a reported capital and surplus of at least $100,000,000, subject to supervision or examination by
federal or state authority and acceptable to the Credit Facility Issuer, if any
...
In case
at any time the Trustee shall cease to be eligible in accordance with the provisions of this section, the Trustee shall
resign immediately in the manner and with the effect specified in the Indenture
...
The Trustee may at any time resign by giving written notice by first class mail to the Authority, the
Metropolitan Government, and the registered owner of each Bond
...
If no successor trustee shall have
been so appointed and have accepted appointment within 30 days after the mailing of such notice of resignation, the
resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any
Bondholder who has been a bona fide holder of a Bond or Bonds for at least six months may, on behalf of himself
and others similarly situated, petition any such court for the appointment of a successor trustee
...
In case at any time any of the following shall occur:
(1)
The Trustee shall cease to be eligible in accordance with the provisions of the Indenture
and shall fail to resign after written request therefor by the Authority or by any
Bondholder who has been a bona fide holder of a Bond or Bonds for at least six months,
or
(2)
The Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent
or a receiver of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,
then in any such case, the Authority may remove the Trustee and, with the prior written approval of the Metropolitan
Government, appoint a successor trustee by an instrument in writing executed by order of its Board of Directors, or
any such Bondholder may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor trustee
...
The holders of a majority in aggregate principal amount of all the Bonds at the time outstanding may at any
time remove the Trustee and appoint a successor trustee, who must be acceptable to the Metropolitan Government,
by an instrument or concurrent instruments in writing signed by such Bondholders
...
Concerning Successor Trustee
...
Upon request of any
such successor trustee, the Authority shall execute any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor trustee all such rights, powers and duties
...
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No successor trustee shall accept appointment as provided in the Indenture unless at the time of such
acceptance such successor trustee shall be eligible under the provisions of the Indenture
...
If the Authority fails to give such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be so mailed at
the expense of the Authority
...
Any corporation into which the Trustee may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Trustee shall be a party, or any corporation
succeeding to the business of the Trustee, shall be the successor of the Trustee under the Indenture without the
execution or filing of any paper or any further act on the part of any of the parties to the Indenture, anything in the
Indenture to the contrary notwithstanding, provided that such successor trustee shall be eligible under the provisions
of the Indenture; provided, however, notice of such merger shall be given to the Metropolitan Government and upon
request of the Metropolitan Government, such trustee or successor trustee shall resign
...
The Authority, when authorized by resolution of its Board of Directors, and the Metropolitan Government,
when authorized by resolution or ordinance of the Metropolitan County Council, and the Trustee from time to time
and at any time, subject to the conditions and restrictions in the Indenture contained, may enter into an indenture or
indentures supplemental thereto, which indenture or indentures thereafter shall form a part of the Indenture, for any
one or more or all of the following purposes:
(a)
to add to the covenants and agreements of the Authority and the Metropolitan Government in the
Indenture contained, other covenants and agreements thereafter to be observed or to surrender any
right or power in the Indenture reserved or conferred upon the Authority or the Metropolitan
Government;
(b)
to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective or inconsistent provision contained in the Indenture, or in regard to
matters or questions arising under the Indenture, as the Authority may deem necessary or desirable
and not inconsistent with the Indenture and which shall not adversely affect the interests of the
holders of the Bonds;
(c)
to subject, describe or redescribe any property subjected or to be subjected to the lien of the
Indenture;
(d)
to modify, amend or supplement the Indenture or any indenture supplemental thereto in such
manner as to permit the qualification thereof under the Trust Indenture Act of 1939 or any similar
federal statute hereafter in effect, and, if they so determine, to add to the Indenture or any
indenture supplemental thereto such other terms, conditions and provisions as may be permitted
by said Trust Indenture Act of 1939 or similar federal statute;
(e)
to provide for additional Series of Bonds to the extent permitted by the Indenture; and
(f)
in connection with any other change which, in the judgment of the Trustee, is not to the prejudice
of the Trustee or the holders of the Bonds
...
Supplemental Indentures Requiring Consent of Holders
...
Upon receipt
by the Trustee of a Certified Resolution authorizing the execution of any such Supplemental Indenture, and upon the
filing with the Trustee of evidence of the consent of Bondholders, as aforesaid, the Trustee shall join with the
Authority and the Metropolitan Government in the execution of such Supplemental Indenture unless such
Supplemental Indenture affects the Trustee's own rights, duties or immunities under the Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to, enter into such Supplemental Indenture
...
Effect of Supplemental Indenture
...
Defeasance; Unclaimed Moneys
Discharge of Indebtedness
...
By paying or causing to be paid the principal of (including redemption premium, if any) and
interest on all or any portion of any Series of Bonds outstanding under the Indenture, as and when
the same become due and payable;
B
...
By delivering to the Trustee, for cancellation by it, all or any Series of Bonds outstanding under
the Indenture;
and if the Authority shall also pay or cause to be paid all other sums payable under the Indenture by the Authority
with respect to all or any portion of any Series of Bonds, then and in that case the Indenture shall cease, determine
and become null and void with respect to all or such portion of such Series of Bonds, and thereupon the Trustee
shall, upon Written Request of the Authority, and upon receipt by the Trustee of an Officers' Certificate of the
Authority and an Opinion of Counsel, each stating that in the opinion of the signers all conditions precedent to the
satisfaction and discharge of the Indenture with respect to all or any portion of such Series of Bonds have been
complied with, forthwith execute proper instruments acknowledging satisfaction of and discharging the Indenture
with respect to all or any portion of such Series of Bonds
...
The Authority may at any time surrender to the Trustee for cancellation by it any Bonds previously
authenticated and delivered under the Indenture which the Authority may have acquired in any manner whatsoever,
and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired
...
Upon the deposit with the Trustee, in trust, at or before maturity, of moneys or Government Obligations in
the necessary amount to pay or redeem all or any Series of Bonds outstanding under the Indenture (whether upon or
prior to their maturity or the redemption date of such Bonds), and to pay interest thereon until the maturity or
redemption date provided that if such Bonds are to be redeemed prior to the maturity thereof notice of such
redemption shall have been given as in the Indenture provided or provisions satisfactory to the Trustee shall have
been made for the giving of such notice, all liability of the Authority in respect of such Bonds shall cease, terminate
and be completely discharged and the holders thereof shall thereafter be entitled only to payment out of the money
or Government Obligations deposited with the Trustee as aforesaid for their payment, subject, however, to the
provisions of this section
...
Notwithstanding any provisions of the Indenture, any moneys deposited with the Trustee or any other
paying agent in trust for the payment of the principal of, or interest or premium on, any Bonds and remaining
unclaimed for five (5) years after the principal of all the Bonds outstanding under the Indenture has become due and
payable (whether at maturity or upon call for redemption or by declaration as provided in the Indenture), shall then
be repaid to the Authority and the holders of such Bonds shall thereafter be entitled to look only to the Authority for
repayment thereof, and all liability of the Trustee or any other paying agent with respect to such moneys shall
thereupon cease; provided, however, that before the repayment of such moneys to the Authority as aforesaid, the
Trustee or other paying agent, as the case may be, may first mail by registered or certified mail to each Bondholder
for whom unclaimed money is being held at the address of such Bondholder as shown on the registration books
maintained by the Trustee a notice, in such form as may be deemed appropriate by the Trustee or such paying agent,
in respect of the Bonds so payable and not presented and in respect of the provisions relating to the repayment to the
Authority of the moneys held for the payment thereof
...
Notwithstanding the foregoing,
the Trustee shall, upon the Written Request of the Authority, repay such moneys to the Authority at any time earlier
than five years if failure to repay such moneys to the Authority within such earlier period shall give rise to the
operation of any escheat statute under applicable state law
...
No Recourse Against Directors and Metropolitan Government
...
Any and all personal liability of every nature, whether at common law or in equity, or by statute or
by constitution or otherwise, of any such incorporator, member, director or officer, as such, to respond by reason of
any act or omission on his part or otherwise, for the payment for or to the Authority or the Metropolitan Government
or any receiver thereof, or for or to the holder of any Bond issued under the Indenture or otherwise, of any sum that
may remain due and unpaid upon the Bonds secured by the Indenture or any of them, is expressly waived and
released as a condition of and consideration for the execution of the Indenture and the issue of such Bonds
...
The Metropolitan Government shall not in any event be liable for the payment of the principal of, premium,
if any, or interest on any of the Bonds issued under the Indenture except to the extent of the Pledged Revenues, or
for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever in the Indenture or
indebtedness by the Authority, and none of the Bonds of the Authority issued under the Indenture or any of its
agreements or obligations in the Indenture or otherwise shall be construed to constitute an indebtedness of
Metropolitan Government within the meaning of any constitutional or statutory provision whatsoever
...
The Indenture shall be governed exclusively by the provisions thereof and by the
applicable laws of the State of Tennessee