|
Ballard Spahr Draft June 17,2022
<br /> o PRELIMINARY OFFICIAL STATEMENT DATED [� ,],2022
<br /> BOOK-ENTRY ONLY RATING: [S&P: "Requested"]
<br /> ° NOT BANK QUALIFIED SEE"BOND RATING"
<br /> � ct
<br /> ct >, In the opinion of Taft Stettinius&Hollister LLP, as Bond Counsel, under existing Minnesota and federal laws, regulations, rulings, and decisions, and
<br /> ct assuming compliance by the Issuer, the School and the Company with all requirements of the Internal Revenue Code of 1986,as amended,interest on the Series
<br /> 2022A Bonds is not included in gross income of the owners thereof for federal income tax purposes or in taxable net income of individuals, estates or trusts for
<br /> Minnesota income tax purposes,and is not an item of tax preference for purposes of the computation of federal alternative minimum tax imposed on individuals
<br /> or the Minnesota alternative minimum tax applicable to individuals,estates and trusts. Interest on the Series 2022A Bonds is subject to the Minnesota franchise
<br /> ct tax measured by income and imposed on corporations and financial institutions.Interest on the Series 2022E Bonds is taxable as ordinary income for federal and
<br /> Minnesota income tax purposes. No opinion will be expressed by Bond Counsel regarding other state or federal tax consequences caused by the receipt or accrual
<br /> of interest on the Series 2022A Bonds or arising with respect to the ownership of the Series 2022A Bonds.See "TAX MATTERS"in this Official Statement.
<br /> 0
<br /> CITY OF RAMSEY,MINNESOTA
<br /> CHARTER SCHOOL LEASE REVENUE REFUNDING BONDS
<br /> o (PACT CHARTER SCHOOL PROJECT)
<br /> o $[PAR-A]* SERIES 2022A
<br /> o $[PAR-B]* TAXABLE SERIES 2022B
<br /> Dated:Date of Issuance Due:June 1,as shown on the inside front cover
<br /> � O U
<br /> The above-referenced Series 2022A Bonds(the"Series 2022A Bonds")and Series 2022B Bonds(the"Series 2022B Bonds"and,together with the
<br /> Series 2022A Bonds,the"Series 2022 Bonds")are special,limited obligations of the City of Ramsey,Minnesota(the"Issuer").The Series 2022 Bonds
<br /> odo not constitute general obligations or a debt,liability,or pledge of the full faith and credit of the Issuer,the State of Minnesota(the"State"),or of any
<br /> o political subdivision or agency thereof.The Series 2022 Bonds are not secured by or payable from any taxes,revenues or assets of the Issuer except for
<br /> o the Issuers interest in the revenues derived from the Loan Agreement and amounts held pursuant to the Indenture as described herein. Undefined
<br /> .� capitalized terms used herein are defined in the text hereof or APPENDIX F of this Official Statement.
<br /> o Pursuant to the Loan Agreement,dated as of August 1,2022,all proceeds of the Series 2022 Bonds will be loaned by the Issuer to PCS Building
<br /> Company(the"Company"),a Minnesota nonprofit corporation and 501(c)(3)organization. Proceeds of the Series 2022 Bonds,and,along with other
<br /> Ct °U available funds of the Company,will be applied by the Company to:(i)refund the Issuer's outstanding Lease Revenue Refunding Bonds(PACT Charter
<br /> School Project), Series 2013A (the "Series 2013 Bonds"), the proceeds of which were used to refinance the original acquisition, construction and
<br /> o equipping of an approximately 74,000 square foot school facility located at 7250 East Ramsey Parkway(the"Original School Facility")in the City of
<br /> N U 7�
<br /> Ramsey,Minnesota(the"City"),which is currently leased to and operated by PACT Charter School,a Minnesota nonprofit corporation and 501(c)(3)
<br /> oo organization(the"Charter School")as a public charter school for students in grades K through 12;(ii)refinance that certain Promissory Note dated June
<br /> o -t� 30,2020(the"Prior Note")by the Company to Propel Nonprofits,the proceeds of which were used to finance certain improvements and renovations to
<br /> ct
<br /> L the Original School Facility; (iii)finance certain additional improvements to the Original School Facility,which after renovation will be operated as a
<br /> public charter school for grades K through 5(the Original School Facility as improved,the"Elementary School Campus");(iv)finance the acquisition of
<br /> o approximately 18 acres of vacant land and the construction and equipping of an approximately 115,000 square foot facility to be operated by the Charter
<br /> School as a public charter school for grades 6 through 12 to be located at or about 7633 161 �
<br /> Avenue NW in the City(the Upper School Campus and,
<br /> ' together with the Elementary School,the"School Facilities")(collectively,the"Series 2022 Project");(v)fund a debt service reserve fund for the Series
<br /> 2022 Bonds;(vi)fund capitalized interest on a portion of the Series 2022 Bonds;and(vii)pay the costs of issuance of the Series 2022 Bonds.
<br /> a,
<br /> The Series 2022 Bonds will be payable from the money held for the payment thereof by U.S.Bank Trust Company,National Association,as trustee
<br /> ct
<br /> o (the"Trustee"),including amounts held in the Reserve Fund and Loan Repayments to be made by the Company under the Loan Agreement.The Series
<br /> 2022 Bonds will be secured by a mortgage lien on and security interest in the School Facilities and an assignment of all rents,revenues and profits thereof
<br /> O Cl in favor of the Trustee,subject to certain Permitted Encumbrances(as defined in the Mortgage). [[LEASE(S)TO BE DISCUSSED/CONFIRMED BY
<br /> BORROWER'S COUNSEL]] The School Facilities will be leased by the Company to the Charter School pursuant to two separate lease agreements,
<br /> ct
<br /> each dated as of August 1,2022,which the Company will assign to the Trustee and under which the Charter School will be required to make lease
<br /> payments in amounts sufficient to pay debt service on the Series 2022 Bonds, plus certain other payments. See "THE SERIES 2022 BONDS" and
<br /> a 7 "SECURITY FOR THE SERIES 2022 BONDS"in this Official Statement.
<br /> o The Series 2022 Bonds will be issued as fully registered bonds in the denomination of$5,000 or any integral multiple in excess thereof and will
<br /> initially be registered in the name of Cede&Co.,as registered owner and nominee for The Depository Trust Company,New York,New York("DTC").
<br /> Purchases of the Series 2022 Bonds will be made in book-entry form only.Purchasers of beneficial interests will not receive certificates representing their
<br /> interest in the Series 2022 Bonds. See"THE SERIES 2022 BONDS"in this Official Statement.
<br /> ' The Series 2022 Bonds are subject to redemption as described herein under"THE SERIES 2022 BONDS—Redemption of Series 2022 Bonds."An
<br /> ct
<br /> investment in the Series 2022 Bonds is subject to certain risks. See"BONDHOLDERS' RISKS"in this Official Statement. This cover page contains
<br /> o certain information for quick reference only.This cover page is not intended to be a summary of the Series 2022 Bonds or the security therefor.Investors
<br /> must read the entire Official Statement,including the Appendices hereto,to obtain information essential to the making of an informed decision.
<br /> SEE THE INSIDE FRONT COVER PAGE FOR THE MATURITY SCHEDULES FOR THE SERIES 2022 BONDS
<br /> > U
<br /> The Series 2022 Bonds are offered when,as and if issued and accepted by Robert W.Baird&Co.Incorporated(the"Underwriter"),subject to the
<br /> opinion as to the validity of the Series 2022 Bonds and tax-exempt status of the Series 2022A Bonds by Taft Stettinius&Hollister LLP Minneapolis
<br /> Minnesota,Bond Counsel to the Issuer. Certain legal matters will be passed upon for the Underwriter by Ballard Spahr LLP,Minneapolis,Minnesota,
<br /> . and for the Company and the Charter School by Dorsey&Whitney LLP,Minneapolis,Minnesota. It is expected that the Series 2022 Bonds will be
<br /> v� 2 o delivered on or about[ ],2022. For information with respect to the Underwriter,see"UNDERWRITING"in this Official Statement.
<br /> ct
<br /> ct
<br /> ct
<br /> The date of this Official Statement is[ J,2022
<br /> � U
<br /> � N
<br /> O �
<br /> *Preliminary,subject to change.
<br />
|