OFFICIAL NOTICE OF INTENT TO SELL BONDS $2,000,000 (Preliminary, Subject to Change) RENAISSANCE ACADEMY BUILDING CORPORATION FIRST MORTGAGE BONDS, SERIES 2016 NOTICE IS HEREBY GIVEN that upon not less than twenty-four (24) hours notice given by telephone, facsimile, electronically or otherwise on behalf of the Renaissance Academy Building Corporation, an Indiana nonprofit corporation (the Corporation), prior to ninety (90) days from the date of the second publication of this notice, separate electronic and sealed bids will be received on behalf of the Corporation in care of the Corporation's financial advisor, Therber & Brock, Attn: Mr. Mike Therber, 11550 North Meridian Street, Suite 275, Carmel, Indiana 46032, telephone: (317) 637-9572, facsimile number (317) 686-9102 (the Financial Advisor), in the manner as set forth herein for the purchase of the first mortgage bonds of the Corporation designated as Renaissance Academy Building Corporation First Mortgage Bonds, Series 2016 (the 2016 Bonds) in the aggregate principal amount of Two Million and 00/100 Dollars ($2,000,000) (Preliminary, subject to change) bearing interest at a coupon rate not exceeding six percent (6.00%) per annum. TYPES OF BIDS ALLOWED. Bidders must submit a bid for all of the 2016 Bonds and such bid or bids must be submitted as sealed bids to the Financial Advisor at the address described above until 11:00 a.m. (Eastern Standard Time) on the date identified in the notice given by, or on behalf of the Corporation, twenty-four hours prior to the sale of the 2016 Bonds. It is currently anticipated that sealed bids will be requested to be submitted on December 1, 2016. FORM, MATURITY AND PAYMENT OF BONDS. Interest on the 2016 Bonds shall be calculated on the basis of twelve (12) thirty (30)-day months for a three hundred and sixty (360)-day year and shall be payable semiannually on January 15 and July 15 in each year, commencing July 15, 2017. Unless otherwise directed by the purchaser of the 2016 Bonds, the 2016 Bonds will be issued as fully registered bonds in book-entry-only form in denominations of $5,000 each or any integral multiples thereof, not exceeding the aggregate principal amount of such 2016 Bonds maturing in any one year, and when issued, will be registered in the name of CEDE & Co., as nominee for The Depository Trust Company (DTC), New York, New York. For so long as the 2016 Bonds are held by DTC, the purchasers of beneficial interests in the 2016 Bonds will not receive physical delivery of bond certificates and ownership by the Beneficial Owners of the 2016 Bonds will be evidenced by book-entry only. As long as Cede & Co. is the registered owner of the 2016 Bonds as nominee of DTC, payments of principal and interest will be made directly to such registered owner, which will in turn, remit such payments to the DTC Participants for subsequent disbursement to the Beneficial Owners. None of the Corporation, the Clarksville Community School Corporation, Clark County, Indiana (the School Corporation), and The Bank of New York Mellon Trust Company, N.A., in Indianapolis, Indiana, as the trustee (the Trustee), under the Trust Indenture, dated as of November 15, 2016 (the Indenture), between the Corporation and the Trustee shall have any liability for the failure of DTC or any DTC Participant to remit the payment or provide any notice to any Beneficial Owner of the 2016 Bonds. If the 2016 Bonds are not held by DTC, then the payment of principal of, and interest on, the 2016 Bonds shall be made directly to the holders of the 2016 Bonds as set forth in the Indenture. The 2016 Bonds has been designated by the Corporation as qualified tax-exempt obligations under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended an in effect on the date of issuance of the 2016 Bonds (the Code). The 2016Bonds shall be numbered consecutively from 2016R-1 upward, shall bear an original issue date which shall be the date the 2016 Bonds are issued and shall mature on January 15 and July 15 in the years and amounts as follows: Maturity Principal Maturity Principal Date* Amount* Date* Amount* July 15, 2021 $150,000 July 15, 2024 $170,000 January 15, 2022 150,000 January 15, 2025 170,000 July 15, 2022 155,000 July 15, 2025 175,000 January 15, 2023 160,000 January 15, 2026 180,000 July 15, 2023 160,000 July 15, 2026 180,000 January 15, 2024 165,000 January 15, 2027 185,000 *estimated, subject to change. The Corporation reserves the right to adjust principal amounts within maturities of the 2016 Bonds to achieve the financial objectives of the School Corporation. In addition, the Corporation reserves the right to decrease the entire principal amount of the 2016 Bonds issued based on the actual interest rates bid by the successful bidder based on the annual lease payments to be paid by the School Corporation under the Lease (as defined in the Indenture) and to ensure that the Corporation receives no more than $2,000,000 in proceeds. If the maximum principal amount of the 2016 Bonds issued decreases, the Corporation reserves the right to adjust principal amounts within maturities based on the parameters set forth in this paragraph. All payments of interest on the 2016 Bonds will be paid by check or draft mailed one business day prior to each interest payment date, to the registered owners of the 2016 Bonds as of the first (1st) day of the month in which such interest is payable at the address as it appears on the registration books kept by the Trustee as of the first (1st) day of the month of the interest payment date or at such other address as is provided to the Trustee in writing by such registered owner. Principal on the 2016 Bonds will be payable at the principal corporate trust office of the Trustee or to the holders of the 2016 Bonds if directed by the initial purchaser of the 2016 Bonds. Notwithstanding the foregoing, so long as DTC or its nominee is the registered owner of the 2016 Bonds, principal of and interest on the 2016 Bonds will be paid directly by the Trustee to DTC as provided hereinabove. The 2016 Bonds may be transferred or exchanged at the office of the Trustee, subject to the terms and conditions of the Indenture. REDEMPTION PROVISIONS. The 2016 Bonds are not subject to optional redemption prior to final maturity. Upon the election of the successful bidder with respect to the 2016 Bonds, any of the 2016 Bonds may be issued as term bonds subject to mandatory sinking fund redemption on January 15 and July 15 of the year set forth above at 100% of the face value in accordance with the respective schedule set forth above. If any of the 2016 Bonds is subject to mandatory sinking fund redemption, the Trustee shall credit against the mandatory sinking fund requirement for any term bonds and corresponding mandatory sinking fund redemption obligation, in the order determined by the Corporation, any term bonds maturing on the same date which have previously been redeemed (otherwise than as a result of a previous mandatory redemption requirement) or delivered to the Trustee for cancellation or purchased for cancellation by the Trustee and not theretofore applied as a credit against any redemption obligation. Each term bond so delivered or canceled shall be credited by the Trustee at 100% of the principal amount thereof against the mandatory sinking fund obligation on such mandatory obligations and the principal amount of that term bond to be redeemed by operation of the mandatory sinking fund requirement shall be accordingly reduced; provided, however, the Trustee shall only credit such term bonds to the extent received on or before forty-five days preceding the applicable mandatory redemption date. Notice of any mandatory sinking fund redemption will be mailed by first class mail by the Trustee not less than 30 days prior to the date selected for redemption to the registered owners of all of the 2016 Bonds to be redeemed at the address shown on the registration books of the Trustee; provided, however, that failure to give such notice by mailing or a defect in the notice or the mailing as to such 2016 Bonds will not affect the validity of any proceedings for redemption as to any other of such 2016 Bonds for which notice is adequately given. Notice having been mailed, such 2016 Bonds designated for redemption will, on the date specified in such notice, become due and payable at the then applicable redemption price. On presentation and surrender of such 2016 Bonds in accordance with such notice at the place at which the same are expressed in such notice to be redeemable, such 2016 Bonds will be redeemed by the Trustee and any paying agent for that purpose. From and after the date of redemption so designated, unless default is made in the redemption of such 2016 Bonds upon presentation, interest on such 2016 Bonds designated for redemption will cease. INTEREST RATES. Each bid submitted must be for all of the 2016 Bonds and must state the rate or rates of interest therefor, not exceeding the maximum per annum interest rate hereinbefore specified. Such interest rate or rates must be in multiples of one-eighth (1/8), one-twentieth (1/20) or one-one hundredth (1/100) of one percent (1.00%). Bids specifying more than one interest rate must also specify the amount and maturities of the 2016 Bonds bearing each rate. All 2016 Bonds maturing on the same date shall bear the same rate of interest. Although not a term of sale, it is requested that each bid show the total dollar cost to final maturity and the true interest cost on the entire issue to which such bid relates. BIDDING DETAILS. Any person interested in submitting a bid for the 2016 Bonds must furnish written notice of such intent along with such person's name, address and telephone number, on or before 11:00 a.m. (Eastern Standard Time), November 30, 2016, to Therber & Brock, Attn: Mr. Mike Therber, 11550 North Meridian Street, Suite 275, Carmel, Indiana 46032, telephone: (317) 637-9572, facsimile number (317) 686-9102. The person may also furnish a telex or facsimile number or e-mail address. The Corporation will cause each person so registered to be notified of the date and time bids will be received for the 2016 Bonds, not less than twenty-four (24) hours before the date and time of sale. The notification shall be made by telephone at the number furnished by such person and also by telex or facsimile and electronically if a telex or facsimile number or e-mail address has been furnished. No conditional bid or bids for less than ______ percent (____%) of the par value of the 2016 Bonds will be considered. The Corporation reserves the right to reject any and all bids and to waive any informality in any bid. If no acceptable bid is received on the date fixed for sale of the 2016 Bonds, the sale may be continued from day to day thereafter without further advertisement for a period not to exceed thirty (30) days, but if so continued, no bid will be accepted which offers an interest cost which is equal to or higher than the best bid received at the time fixed for the sale. A bidder for the 2016 Bonds may purchase bond insurance to guarantee the repayment of the debt service of the 2016 Bonds from a bond insurance company; provided, however, the payment of any premium for any such bond insurance will be paid by the successful bidder from its discount bid, and will not be paid by the Corporation. Each of the bids for the 2016 Bonds shall be sealed in an envelope marked Renaissance Academy Building Corporation First Mortgage Bonds, Series 2016; (ii) must be on the form approved by the Corporation, without additions, alterations or erasures, which form may be obtained from the Financial Advisor at the address set forth herein; and (iii) delivered to the Financial Advisor, on behalf of the Corporation at the address set forth above. While it is not a requirement for the successful bidder, the Corporation encourages the successful bidder to make a good faith effort to offer the 2016 Bonds to be purchased by residents of the School Corporation. AMENDMENTS. The Corporation reserves the right to amend any information contained in this Official Notice of Intent to Sell Bonds. The Corporation also reserves the right to postpone, from time to time, the date established for the receipt of bids on the 2016 Bonds. Any such amendment or postponement will be announced in the same manner as the notice of the sale from the Financial Advisor as described in BIDDING DETAILS. If any date fixed for the sale is postponed, any alternative sale date will be announced at least 24 hours prior to such alternative sale date. BASIS FOR AWARD. The sale of the 2016 Bonds will be awarded to the bidder for the 2016 Bonds making a bid that conforms to the specifications herein and which produces the lowest True Interest Cost rate to the Corporation. The True Interest Cost rate is that rate which, when used to compute the total present value as of the date of delivery of the 2016 Bonds of all debt service payments on the 2016 Bonds on the basis of semiannual compounding, produces an amount equal to the sum of the par value of the 2016 Bonds minus any premium bid plus any discount. In the event of a bidder's error in interest cost rate calculations, the interest rates and premium, if any, set forth or incorporated by reference in the Official Bid Form will be considered as the intended bid. GOOD FAITH DEPOSIT. The successful bidder for the 2016 Bonds will be required to provide to the School Corporation a good faith deposit (the Deposit) in the form of cash, a certified check or a cashier's check or a wire transfer in the amount of one percent (1%) of the principal amount of the 2016 Bonds anticipated to be issued. The Deposit must be provided to the School Corporation no later than 3:30 p.m. Eastern Standard Time on the business day immediately following the award of the 2016 Bonds. All checks shall be made payable to Clarksville Community School Corporation, Clark County, Indiana, against default by the successful bidder in complying with the terms of this Notice and of its bid. No interest on the Deposit will accrue to the successful bidder for the 2016 Bonds. The Deposit will be applied to the purchase price of the 2016 Bonds awarded to the successful bidder. In the event the bidder to whom a the 2016 Bonds is awarded shall fail or refuse to comply with the provisions of the bid and this notice, such Deposit shall become the property of the School Corporation and shall be taken and considered as liquidated damages of the School Corporation and Corporation on account of such failure or refusal. The successful bidder for the 2016 Bonds will be required to make payment for the 2016 Bonds in Federal Reserve or other immediately available funds and accept delivery of the 2016 Bonds within five (5) days after being notified that the 2016 Bonds are ready for delivery, at a bank designated by the Corporation. Any premium bid must be paid in cash at the time of delivery as a part of the purchase price of the 2016 Bonds. The 2016 Bonds will be ready for delivery within sixty (60) days after the date on which the award is made, if not deliverable within that period, the successful bidder for the 2016 Bonds will be entitled to rescind the sale and the Deposit will be returned. Any notice of rescission must be in writing. At the request of the Corporation, the successful bidder shall furnish to the Corporation, simultaneously with or before delivery of the 2016 Bonds, a certificate in form satisfactory to the Corporation regarding the price at which a substantial amount of the 2016 Bonds of each maturity was reoffered to the public or that the 2016 Bonds are being held by the successful bidder for its own account and with no present intent for resale of the 2016 Bonds. It is anticipated that CUSIP identification numbers will be printed on the 2016 Bonds, but neither the failure to print such numbers on any 2016 Bonds nor any error with respect thereto shall constitute cause for a failure or refusal by the successful bidder to accept delivery of and pay for the 2016 Bonds in accordance with the terms of its bid. No CUSIP identification number shall be deemed to be a part of any 2016 Bond or the contract evidenced thereby and no liability shall hereafter attach to the Corporation or any of its officers or agents because of or on account of such numbers. All expenses in relation to the printing or typing of CUSIP numbers on the 2016 Bonds shall be paid by the Corporation; provided, however, it shall be responsibility of the successful bidder for the 2016 Bonds to timely obtain the numbers and to pay the CUSIP Service Bureau charge for the assignment of the numbers. The successful bidder will also be responsible for any other fees or expenses it incurs in connection with the resale of the 2016 Bonds. AUTHORITY AND PURPOSE. The 2016 Bonds are issued under the provisions of the Indiana Code to provide the Corporation with funds sufficient to pay for the 2016-2017 Renaissance Academy Renovation Project, as defined and more fully described in the Resolution adopted by the Board of Directors of the Corporation on October 20, 2016, together with the expenses necessarily incurred in connection therewith, including the expenses incurred in connection with the issuance of the 2016 Bonds. The principal of and interest on the 2016 Bonds are payable solely from the mortgaged property described under the Indenture and in the Official Statement. The 2016 Bonds are not an obligation or indebtedness of the School Corporation. BOND DELIVERY. At the time of delivery of the 2016 Bonds, the approving opinion of Barnes & Thornburg LLP, Indianapolis, Indiana, Bond Counsel, as to the validity of the 2016 Bonds, together with a transcript of the proceedings for the 2016 Bonds, the printed 2016 Bonds and closing certificates in the customary form showing no litigation, will be furnished to the successful bidder for the 2016 Bonds at the expense of the Corporation. In addition, unless bond counsel is able, on the date of delivery, to render an opinion to the effect that (1) under existing laws, regulations, judicial decisions and rulings, interest on the 2016 Bonds is excludable from gross income under Section 103 of the Internal Revenue Code of 1986, as amended, for federal income tax purposes, and (2) the interest on the 2016 Bonds is exempt from income taxation in the state of Indiana for all purposes except the state financial institutions tax, the successful bidder for the 2016 Bonds shall have the right to rescind the sale, and in such event the Deposit will be returned. PRELIMINARY OFFICIAL STATEMENT. A copy of the Preliminary Official Statement prepared at the direction of the Corporation may be obtained in limited quantities prior to submission of a bid by request from the Financial Advisor, Therber & Brock, Attn: Mr. Mike Therber, 11550 North Meridian Street, Suite 275, Carmel, Indiana 46032, telephone: (317) 637-9572, facsimile number (317) 686-9102. Said Preliminary Official Statement will be in a form deemed final by the Corporation, pursuant to Rule 15c2-12 of the Securities and Exchange Commission (the Rule), subject to completion as permitted by the Rule. The Preliminary Official Statement when further supplemented by an addendum or addenda specifying the interest rates of the 2016 Bonds, and any other information referred to in paragraph (b)(1) of the Rule, shall constitute a Final Official Statement of the Corporation with respect to the 2016 Bonds, as that term is defined in the Rule. By awarding the 2016 Bonds to a successful bidder, the Corporation agrees that, no more than seven (7) business days after the date of such award, it shall provide to the senior managing underwriter of the syndicate to which the 2016 Bonds are awarded up to ten (10) copies of the Official Statement at the Corporation's expense, any additional copies to be at the expense of the underwriting syndicate. The Corporation designates the senior managing underwriter of the syndicate to which the 2016 Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each participating Underwriter. Any underwriter executing and delivering an Official Bid Form with respect to the 2016 Bonds agrees thereby that if its bid is accepted by the Corporation (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the 2016 Bonds for purposes of assuring the receipt of each such Participating Underwriter of the Final Official Statement. The successful bidder for a the 2016 Bonds shall be responsible for providing (i) in writing the initial reoffering prices and other terms, if any, to the Financial Advisor as and at the time requested and (ii) a certification verifying information as to the bona fide initial offering prices of the 2016 Bonds to the public and sales of the 2016 Bonds appropriate for determination of the issue price of, and the yield on, the 2016 Bonds under the Code as and at the time requested by the Corporation's bond counsel. In order to assist bidders in complying with paragraph (b)(5) of the Rule, the School Corporation, if required by the Rule for the successful bidder to purchase the 2016 Bonds as an underwriter and not for its own account, will undertake, pursuant to the Continuing Disclosure Contract which shall be delivered to the successful bidder of the 2016 Bonds at the closing on the 2016 Bonds, to provide annual reports, certain financial information, and notices of certain events as required by Section (b)(5) of the Rule. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement. If bids for the 2016 Bonds are submitted by mail, they should be addressed to Corporation in care of the Financial Advisor at the address listed above. Dated this 18th day of November, 2016. RENAISSANCE ACADEMY BUILDING CORPORATION hspaxlp
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