HomeMy WebLinkAboutResolutions - 2021.08.05 - 34776MISCELLANEOUS RESOLUTION #21309 August 5, 2021
BY: Commissioner William Miller, Chairperson, Economic Development and Infrastructure Committee
IN RE: ECONOMIC DEVELOPMENT/BUSINESS DEVELOPMENT DIVISION — APPROVING THE
REISSUANCE OF SERIES 2010 BONDS (CRANBROOK EDUCATIONAL COMMUNITY PROJECT) —
CITY OF BLOOMFIELD HILLS
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the Economic Development Corporation of the County of Oakland (the "EDC") has been
requested by Cranbrook Educational Community ("Cranbrook) to approve certain modifications to the
EDC's $26,515,000 Limited Obligation Adjustable Rate Revenue Bonds (Cranbrook Educational
Community) Series 2010 (the "Series 2010 Bonds') previously issued in 2010 for the benefit of Cranbrook
for the purpose of financing the acquisition, construction, renovation, furnishing and equipping of certain
educational facilities located on Cranbrook's campus at 380 Lone Pine Road, Bloomfield Hills, Michigan
(the "Project"), under the Economic Development Corporations Act (the "Act"); and
WHEREAS this County Board of Commissioners previously approved the Project Plan related to the Project
and issuance by the EDC of the Series 2010 Bonds pursuant to MR #10182 dated July 22, 2010; and
WHEREAS because the modifications to the Series 2010 Bonds will constitute a reissuance of the Series
2010 Bonds for federal income tax purposes, the Internal Revenue Code of 1986, as amended, requires
that the Board of Commissioners (1) hold a public hearing on the question of whether the Series 2010
Bonds should be reissued and (2) following the public hearing, approve the reissuance of the Series 2010
Bonds; and
WHEREAS the Board of Commissioners, following such public hearing, hereby concurs in the
determination of the EDC to reissue the Series 2010 Bonds.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves
the reissuance of the Series 2010 Bonds by the EDC, upon such terms and conditions as the EDC and its
bond counsel determine to be necessary and appropriate under the circumstances.
BE IT FURTHER RESOLVED that the County Clerk is hereby directed to provide four certified copies of
this resolution to the Assistant Secretary of the Board of the EDC.
Chairperson, on behalf of the Economic Development and Infrastructure Committee, I move the adoption
of the foregoing resolution.
Commissioner William Miller, District #14
Chairperson, Economic Development and
Infrastructure Committee
ECONOMIC DEVELOPMENT AND INFRASTRUCTURE COMMITTEE VOTE:
Motion carried on a roll call vote with Charles absent.
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
DICKINSONI TRIGHTI'Llc MEMORANDUM
TO: Catherine J. Rasegan, Assistant Secretary of
The Economic Development Corporation of the County of Oakland
FROM: Craig W. Hammond, Dickinson Wright PLLC
DATE: July 12, 2021
SUBJECT: Public Hearing regarding reissuance of EDC of the County of Oakland/Cranbrook
Educational Community Series 2010 Bonds
In 2010, The Economic Development Corporation of the County of Oakland (the "EDC")
issued its $26,515,000 Limited Obligation Adjustable Rate Revenue Bonds (Cranbrook Educational
Community) Series 2010 (the "Series 2010 Bonds") for the benefit of Cranbrook Educational
Community, a Michigan nonprofit corporation ("Cranbrook"), for the purpose of financing various
improvements to certain educational facilities located on Cranbrook's campus in Bloomfield Hills,
Michigan (the "Project"). The County Board of Commissioners previously approved the Project
Plan related to the Project and the issuance by the EDC of the Series 2010 Bonds pursuant to
MR#10182 dated July 22, 2010.
Cranbrook has requested the EDC's assistance in refinancing the Series 2010 Bonds in a
transaction wherein PNC Bank, National Association ("PNC") will acquire the Series 2010 Bonds
from the current bondholder/lender and Cranbrook, the EDC and PNC will agree to certain
modifications of the Series 2010 Bonds which will, among other matters, reduce the interest rate on
the Series 2010 Bonds and extend the average maturity of the Series 2010 Bonds. Dickinson Wright
PLLC, Bond Counsel to the EDC, has determined that these modifications will result in the Series
2010 Bonds to be deemed "reissued" for federal tax law purposes.
The Internal Revenue Corte of 1986, as amended (the "Code'), requires that if in connection
with a reissuance of private activity bonds for federal tax law ptnposes, the average life of the bonds
is extended, a public hearing must be held by the governing bocly of the governmental unit in which
the economic development corporation is located, and the reissuance of the bonds must then be
approved by such governing bode. The Code f trther requires that notice of'sitch public hectring nttts7
be published at least seven days before the hearing date. Note, that the ten dcry notice period
required by Act 338 of 1974, as amended (the "EDC Act') for arty public (tearing of the adoption of
an EDC project plan is not applicable to this situation.
In the past, in connection with the EDC's issuance of bonds for new projects or the
refinancing of outstanding EDC bonds, the Board or Commissioners has always held the public
hearing required by the EDC Act and the Code and has approved the issuance of the bonds by the
EDC.
To comply with the requirements of the Code, the EDC is now requesting that the Board of
Commissioners similarly hold a public hearing for the proposed reissuance of the Series 2010 Bonds,
and approve the reissuance of the Series 2010 Bonds by the EDC, as it has in connection with other
projects in the past.
Please do not hesitate to contact me if you have any questions regarding the subject mailer of
this memorandum or the proposed refinancing.
Respectfully, /
W.
Craig W. Hammond
4848-6256-0497 v2[9723-29]
AR IZ U P!A I,I NI I I L k1 iUI-If IC. r\N NPVAUd uH 10 rENN rbS Pr. RY AS 111 NU 1nNM 1n R INN 1'U
NOTICE OF PUBLIC HEARING REGARDING THE RE,ISSUANCE OF BONDS
BY THE ECONOMIC DEVELOPMENT CORPORATION
OF THE COUNTY OF OAKLAND FOR CRANBROOK EDUCATONAL COMMUNITY
NOTICE IS HEREBY GIVEN that the Board of Commissioners of the County of Oakland,
Michigan, will hold a hearing in the Commissioners' Auditorium, 1200 North Telegraph Road, Pontiac,
Michigan, on Thursday, August 5, 2021, beginning at 6:00 p.m., Michigan Time.
The hearing shall consider whether the Board of Commissioners should approve the reissuance by
The Economic Development Corporation of the County of Oakland (the "EDC") of its $26,515,000 Limited
Obligation Adjustable Rate Revenue Bonds (Cranbrook Educational Community) Series 2010 (the "Series
2010 Bonds") previously issued in 2010 for the benefit of Cranbrook Educational Community, a Michigan
nonprofit corporation ("Cranbrook"), for the purpose of (i) financing the acquisition, construction,
renovation, furnishing and equipping of certain educational facilities located on Cranbrook's campus at 380
Lone Pine Road, Bloomfield Hills, Michigan (the "Project"), (ii) funding a swap termination payment
resulting from the termination of a qualified hedge executed; and (iii) paying the costs of issuance of the
Bonds. Cranbrook is the owner and operator of the facilities financed with the proceeds of the Series 2010
Bonds. The hearing is held in accordance with Treasury Regulation §1.147(f)-1, and Act 338
The EDC intends to assist Cranbrook in a transaction whereby the interest rate and amortization
schedule of the Series 2010 Bonds will be modified. These modifications will result in the Series 2010
Bonds to be deemed "reissued" for federal tax law purposes. A public hearing is a condition precedent
under the Code to the modification and reissuance of the Series 2010 Bonds. The Series 2010 Bonds will
be reissued in a maximum principal amount of $26,515,000.
The Series 2010 Bonds will be limited obligations of the EDC payable only from loan repayments
to be made by Cranbrook to the EDC and other security to be provided by Cranbrook. The Bonds will not
be a general obligation of the EDC and will not be a debt of the City of Bloomfield Hills or the County of
Oakland or any other political subdivision of the State of Michigan. The EDC has no taxing power and the
reissuance of the Series 2010 Bonds will not obligate the County of Oakland or any political subdivision of
the State of Michigan to levy or pledge any form of taxation for the Series 2010 Bonds or to make any
appropriation for the payment of the Series 2010 Bonds.
The Board of Commissioners will consider whether to approve the reissuance of the Bonds by the
EDC, which are authorized to be issued by the EDC pursuant to Act 338, Public Acts of Michigan, 1974,
as amended, as required by the Code.
Information related to the Bonds and the Project is available for public inspection at the Office of
Oakland County Economic Development, Bldg. 41 West, 2100 Pontiac Lake Road, Waterford, Michigan,
between the hours of 8;00 a.m, and 5:00 p.m., week days. Any aspect of the planned financing may be
discussed at the public hearing and all interested persons will be given an opportunity to be heard. The
hearing will provide the fullest opportunity for expression of opinion, arguments on the merits and
introduction of documentary evidence relative to the financing.
If you would prefer to send written comments for consideration, please forward them to Catherine
Rasegan, Administrator, Financial Services at the above address. Or, if you have questions, you may call
148.858-5101. We'll be pleased to try and answer any questions you may have concerning the Series 2010
Bonds.
Lisa Brown
Oakland County Clerk
Register of Deeds
Resolution #21309 August 5, 2021
Moved by Gingell seconded by Luebs the resolutions on the amended Consent Agenda be adopted.
AYES: Gingell, Jackson, Kochenderfer, Kowall, Kuhn, Long, Luebs, Markham, McGillivray, Miller,
Moss, Nelson, Powell, Spisz, Weipert, Woodward, Cavell, Charles, Gershenson. (19)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions on the amended Consent Agenda were adopted.
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I HEREBY APPROVE THIS RESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO MCL 45.559A (7)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
1, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and
accurate copy of a resolution adopted by the Oakland County Board of Commissioners on August 5, 2021,
with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the Circuit Court at Pontiac,
Michigan this 5th day of August, 2021.
Lisa Brown, Oakland County