CR 96-5 Revenue Refunding Bond - SupervaluDecember 21, 1995
Provosed Action
INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BOND- -
SUPERVALU, INC., PROJECT, SERIES 1993
Council Report 96 -05
Staff recommends approval of the following motion: Move to approve Resolution 96 -1 relating
to industrial development revenue refunding bonds ( SuperValu. Inc.. Project). Series 1993.
authorizing the amendment of documents relating thereto.
With approval of the above action, the mayor and city manager will be authorized to execute the
necessary documents.
Overview
In 1979, the City issued bonds on behalf SuperValu, Inc. to facilitate the construction of
freezer additions to the SuperValu warehouse. In 1993, the City approved the issuance of new
bonds to refund the remaining outstanding bonds.
The 1993 bonds are secured solely by the credit of SuperValu. They are now requesting City
approval to amend the bond documents with a direct pay letter of credit. This action would
provide additional security to the bond holders and, therefore, improve the overall marketability
of these bonds.
Both the City Attorney and Stephanie Galey of Holmes and Galey have reviewed the proposed
amended documents and find them acceptable
Primary Issues to Consider
o What is the impact of the proposed action?
The action does not involve any sale of new bonds. The City presently is not responsible
for any debt service on the bonds and will not be if the action is approved.
Suaportina Documents
o Letter from Dorsey & Whitney, dated December 19, 1995
o Letter from Stephanie Galey
o Resolution 96 -1
Mines a. Kerrigan
Director of Planning s Development
1
and conomi
•
Council Report 96 -05
Page 2
Primary Issues to Consider
o What is the impact of the proposed action?
The action does not involve any sale of new bonds. The City presently is not responsible for any
debt service on the bonds and will not be if the action is approved.
Alternatives
The City Council has the following alternatives regarding this matter:
1. Approve the action as recommended by Staff.
2. Continue the matter for further information.
3. Deny the request.
NEW YORK
WASHINGTON, D. C.
DENVER
ORANGE COUNTY, CA,
LONDON
BRUSSELS
HONG HONG
Dear Mr. Mr. Schedler:
DORSEY & WHITNEY
PROFESSIONAL LIMITED LIAHlssrr PARTNERSHIP
PILLSBURY CENTER SOUTH
220 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 85402 -1498
(612) 340-2600
FAX (612) 340 -2868
ALISON C. HUMPHREY
(612) 340-8720
December 19, 1995
Mr. John Schedler
Finance Director
City of Hopkins
1010 1st Street
Hopkins, MN 55343 -7573
Re: Industrial Development Revenue Refunding Bonds
(SUPERVALU INC. Project), Series 1993
City of Hopkins, Minnesota
SEATTLE
ROCHESTER, MN
BILLINGS
GREAT FALLS
MISSOULA
DES MOINES
FARGO
As you may recall, two years ago the City of Hopkins issued bonds (the
"Series 1993 Bonds ") on behalf of SUPERVALU INC. for the purpose of refunding
some outstanding bonds that were issued by the City in 1979 to finance the
construction of freezer additions to SUPERVALU's warehouse in Hopkins. The
Series 1993 Bonds were issued as variable rate bonds secured solely by the credit of
SUPERVALU. In addition, SUPERVALU has maintained a standby letter of credit
for the benefit of the Series 1993 Bondholders.
Last spring SUPERVALU's rating was lowered by Moody' Investors
Service with the result that SUPERVALU is currently rated "A3 /A -2" by Moody's
Investors Service and 'BBB + /P -2" by Standard & Poor's. In order to increase the
marketability of the Series 1993 Bonds, SUPERVALU would now like to amend the
documents relating to the Series 1993 Bonds to add a direct -pay letter of credit. This
structure would provide additional security for the Series 1993 Bondholders since
the Series 1993 Bonds would be secured by both the credit of SUPERVALU and the
credit of the bank issuing the letter of credit. It is contemplated that the letter of
credit would be provided by Wachovia Bank of Georgia, National Association, a
bank that is currently rated "Aa2 /VMIG -1" by Moody's and "AA + /A1 +" by
Standard & Poor's.
Mr. John Schedler
December 19, 1995
Page 2
DORSEY & WHITNEY
Paosnss'oxas Lan an Lan zxa Pamxansnaa
I understand that Lynne Harrington of Piper Jaffray Inc., the bond
underwriter, has discussed with you SUPERVALU's request that the City Council
consider approving amendments to the Indenture of Trust and Loan Agreement
relating to the Series 1993 Bonds to add the direct -pay letter of credit. She has
instructed me to send you and the City's bond counsel drafts of the documents along
with a form of resolution to be considered by the City Council at its next meeting.
Therefore, I have enclosed for your review, an Amended and Restated Indenture of
Trust and an Amended and Restated Loan Agreement which contain the
amendments necessary to add the direct -pay letter of credit and a form of resolution.
The documents have been marked to show the changes made from the Indenture of
Trust and Loan Agreement that were originally executed by the City in December of
1993 so that you can easily identify the proposed amendments. As soon as it is
available, I will be sending you a draft of the Letter of Credit Reimbursement and
Security Agreement that SUPERVALU intends to enter into with Wachovia Bank
pursuant to which Wachovia Bank will provide the letter of credit to secure the
Series 1993 Bonds.
As you can see from the draft documents, no changes have been made
to the City's obligations with respect to the Series 1993 Bonds. The Series 1993 Bonds
continue to be limited obligations of the City and do not constitute an indebtedness
the City within the meaning of any constitutional or statutory limitation and do not
constitute or give rise to a pecuniary liability of the City or a charge against its
general credit or taxing powers.
Please feel free to call me if you have any questions or concerns about
the documents or the resolution. We are grateful to you and the City Council for
your willingness to review the proposed amendments and would be happy to
provide you with any additional information that you need to assist you in that
process.
ACH:cmn
Enclosures
cc: Jerre A. Miller, Esq.
Very truly yours,
Alison C. Humphrey
HOLMES & GALEY, LTD.
ONE FINAiw'iAL PLAZA, SUITE 1200, 120 tinUTH SIXM Silt, FT, MINNEAPOLIS, MINNESO1A 55402
TELEPHONE! (612) 2894300 • FACPMn: (612) 29 8-9400
December 26, 1995
Mr. Jim Kerrigan
City of Hopkins
1010 First Street
Hopkins, MN 55343 -7573
Dear Mr. Kerrigan:
At your request, I have reviewed the proposed request made to the City of Hopkins on behalf of
SUPERVALU INC. to approve amendments to the existing Loan Agreement and Indenture of Trust
entered into by the City in connection with the above - Captioned bonds. 1 have reviewed the proposed
form of amending documents which have been submitted to the City. The proposed amendments
incorporate language which is necessary and appropriate to allow for SUPERVALU INC. to provide a
bank letter of credit to secure payment of debt service on the bonds, including language which adds
events of mandatory purchase upon expiration of the letter of credit. The amendments do not in any way
cause the City any increased liability with respect to payment of debt service on the bonds.
l will remain in contact with SUPERVALU INC. and its lawyers to be sure that an appropriate
opinion as to the continued tax exemption of the bonds has been provided, and that the consent of the
current holder of the bonds is obtained, in order to protect the City against liability of any kind with
respect to the bonds. 1 will advise you that all such necessary actions have been taken and items received
prior to requesting execution of the amending documents by the City officers.
1 will not be able to attend the Council meeting of January 2, 1996, but would be happy to
address any questions which you or any members of the Council may have with respect to this matter at
your convenience.
Sin : rely,
Stefanie . Daley
SNG/bjm
D:UIPR necon:oartutaminun oc
$1,000,000
City of Hopkins, Minnesota
Industrial Development Revenue Refunding Bonds
(Supervalue Inc. Project)
Series 1993
STEFANIE N. GALEY
DIkKCT DAL: (612) 305-4260
BE IT RESOLVED by the City Council of the City of Hopkins, Minnesota (the "City"), as
follows:
Section 1. Recitals.
1.01. The City has previously issued its Industrial Development Revenue Refunding
Bonds ( SUPERVALU INC. Project), Series 1993, dated, as originally issued, as
of December 15, 1993 (the "Bonds "), in the original principal amount of
$1,000,000. The Bonds were issued on behalf of SUPERVALU INC., a Delaware
corporation (the "Company ") for the purpose of refunding certain bonds issued to
finance the construction and equipping of freezer additions to an existing
warehouse owned by the Corporation and located in the City (the "Facility").
1.02. The Bonds were issued under the teens of an Indenture of Trust, dated as of
December 1, 1993 (the "Original Indenture"), between the City and First Trust
National Association, as trustee (the "Trustee"). The Company has agreed to
make payments sufficient to pay the principal and purchase price of premium, if
any, and interest on, the Bonds under the terns of a Loan Agreement, dated as of
December 1, 1993 (the "Original Loan Agreement "), between the Company and
the City.
1.03. The Company has requested that terms of the Original Indenture, the Original
Loan Agreement and the Bonds be amended to allow the Company to provide a
direct -pay letter of credit to secure the payment of the Bonds.
1.04. The following documents relating to the amendment have been submitted to the
City and are now, or shall be placed, on file in the office of the City Manager:
(a) an Amended and Restated Indenture of Trust (the "Indenture ") to be
entered into between the City and the Trustee;
CITY OF HOPKINS
Hennepin County, Minnesota
RESOLUTION NO. 96-1
A RESOLUTION RELATING TO INDUSTRIAL DEVELOPMENT
REVENUE REFUNDING BONDS (SUPERVALU INC. PROJECT),
SERIES 1993; AUTHORIZING THE AMENDMENT
OF DOCUMENTS RELATING THERETO
(b) an Amended and Restated Loan Agreement (the "Loan Agreement ") to be
entered into between the City and the Company; and
RRSOLUnON:AMENDING DOCUMENTS
ATTEST:
James A. Genellie, City Clerk
(c) a Letter of Credit Reimbursement and Security Agreement (the "Credit
Agreement ") to be entered into between the Company and Wachovia Bank
of Georgia, National Association.
Section 2. Approval of the Execution of Documents.
2.01. The forms of the Indenture, the Loan Agreement and the Credit Agreement
referred to in Section 1.04 are hereby approved. The Indenture and the Loan
Agreement, substantially in the form submitted but with such variations,
insertions and additions as the City's Bond Counsel may hereafter approve, are
directed to be executed in the name and on behalf of the City by the Mayor and
the City Manager. Copies of all of the documents shall be delivered as provided
therein. The Mayor and City Manager are also authorized and directed to execute
such other documents and closing certificates as may be necessary or desirable to
carry out the amendments contemplated by the Indenture and the Loan
Agreement, upon review and approval thereof by the City's Bond Counsel.
2.02. The execution of any instrument by the appropriate officer or officers of the City
herein authorized shall be conclusive evidence of the approval of such documents
in accordance with thc terms hereof. In the absence of the Mayor or City
Manager, any of the documents authorized by this resolution to be executed may
be executed by such other officer of the City as, in the opinion of the City
Attomey, is authorized to execute such documents.
2.03. The Mayor and the City Manager are authorized and directed to prepare and
furnish to bond counsel certified copies of all proceedings and records of the City
relating to the amendments to the Original Loan Agreement and the Original
Indenture, and such other affidavits and certificates as may be required to show
the facts relating to the legality and marketability of the Bonds as such facts
appear from the books and records in the officers' custody and control or as
otherwise known to them; and all such certified copies, certificates and affidavits,
including any heretofore furnished, shall constitute representations of the City as
to the truth of all statements contained therein.
Adopted by the City Council of the City of Hopkins this day of
199 .
BY:
Charles D. Redepenning, Mayor
DSF@K100WOSIRE'S4SCAMEND.Ix)U Z.. RESOLUTION AMENDING DOCUMENTS.
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