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HomeMy WebLinkAboutHousing Catalyst - Minutes - 06/17/2021 Housing Catalyst Board of Commissioners Meeting June 17, 2021 Attendees Commissioners: Cathy Mathis, David Bye, Jennifer Wagner, Hep Wilkins, Emily Gorgol, Ann Green Legal Counsel: Jim Martell Guests: Steve Clark (SB Clark), Alisa Wilson (SB Clark), Ryan Warburton (Gilmore & Bell), Jacob Carlton (Gilmore & Bell), Claymore Hardman (Gilmore & Bell), Ryan Jones (RCH Jones Consulting), Taz Furhman (Citizen), Jade Beaty (Citizen), Meagan Overton (City of Fort Collins), Michael Sanduski (Harvard Kennedy School Fellow / City of Fort Collins) Staff: Julie Brewen, Kristin Fritz, Tonya Frammolino, Traci McGraw, Brian Heckart, Carly Johansson, Josh Suppes, Carri Ratazzi, Jeanna Nixon, Angelika Lintner Call to Order Vice-Chairperson Wagner called the meeting to order at 7:33 a.m. Approval of Minutes from May 20, 2021 Commissioner Wilkins made a motion to approve the minutes of the Housing Catalyst Board of Commissioners from May 20, 2021. Commissioner Gorgol seconded, and the motion was passed unanimously. Action Items Oak 140 Chief Real Estate Officer Kristin Fritz provided an overview of the funding structure of the planned Oak 140 development. She shared the funding sources and uses for the commercial and LIHTC residential portions of the mixed-use project. The debt on this project is sourced by the sale of bonds with a general revenue pledge from Housing Catalyst. She shared the organizational chart of the Oak 140 LLLP partnership, describing the ownership structure of the land, and the roles of the federal tax credit investor (RBC), and the state tax credit investor (Sugar Creek) and the Housing Catalyst special purpose entities Oak 140 LLC and Housing Catalyst Development Services LLC. RES. NO. 2021-06-01 DDA Loan Resolution RES. NO. 2021-06-02 FirstBank Loan Resolution Chief Financial Officer Tonya Frammolino explained that the complexity of the deal structure with publicly traded bonds and the need for additional funds from the Downtown Development Authority to meet the costs of the project led Housing Catalyst to pursue additional financing components, including a loan from Housing Catalyst to the DDA and Housing Catalyst securing a loan from First Bank. RES. NO. 2021-06-01 authorizes loaning $535,000 to FC DDA and RES. NO. 2021-06-02 authorizes Housing Catalyst to borrow $535,000 from FirstBank. Commissioner Wilkins motioned to approve RES. NO. 2021-06-01 and RES. NO. 2021-06-02. Commissioner Green seconded the motion, which then passed unanimously. Preliminary Official Statement (POS) Chief Financial Officer Tonya Frammolino explained the purpose of a POS and the additional disclosure requirements required with a public bond offering. Housing Catalyst has pledged its General Revenues (this includes Management Fees, Development Fees, and Interest Income) as additional security for the bonds and Housing Catalyst is not precluded from pledging its revenues in future deals. This bond issuance does not impact Housing Catalyst’s AA- S& P credit rating. Chief Financial Officer Tonya Frammolino explained the Continuing Disclosure Requirements that are required by SEC rules. The two primary reporting requirements are providing an annual report or audited financial statements, plus 16 listed events that if they are occur, require reporting. This includes credit rating changes, mergers, acquisitions, and mergers (such as the upcoming consolidation of Villages into Housing Catalyst), and new financial obligations. Housing Catalyst, not UMB Bank, which is the Dissemination Agent and trustee, is ultimately responsible for the disclosure. The new Disclosure Compliance Procedure lays out who, what, where, when, why, and how the required disclosure will be accomplished. Training is a key component for a compliance checklist that is included in the Disclosure Compliance Procedure and it is Housing Catalyst’s responsibility to provide training to key personnel and Board members and to stay abreast of changes to the law or rules. RES. NO. 2021-06-03 Bond Resolution Chief Real Estate Officer Kristin Fritz and Gilmore & Bell counsel Ryan Warburton and Jacob Carlton explained the purpose of this resolution which authorizes Housing Catalyst to enter into all the documents required to issue bonds and authorizes staff to act within certain parameters to complete the work required to issue the bonds. It also provides consent to use the Preliminary Official Statement. Commissioner Wilkins motioned to approve RES. NO. 2021-06-03. Commissioner Green seconded the motion, which then passed unanimously. RES. NO. 2021-06-04 Joint Authorizing Resolution Chief Real Estate Officer Kristin Fritz and Gilmore & Bell counsel Ryan Warburton explained the purpose of this resolution which puts together all the steps required for the parties (General Partner, Limited Partner, and Development Partner) to enter into the partnership and proceed with development, including the necessary loans, bond offering, and contracts. Commissioner Wilkins motioned to approve RES. NO. 2021-06-04. Commissioner Gorgol seconded the motion, which then passed unanimously. Villages Ltd. Board Appointment Acceptance Chief Executive Officer Julie Brewen explained that the Villages Ltd. Board has appointed Housing Catalyst Commissioners as its board of directors. Legal counsel Jim Martell explained that each Commissioner would need to accept the appointment individually by motion. All Commissioners in attendance (Bye, Gorgol, Green, Mathis, Wagner, Wilkins) individually accepted their appointment. RES. NO. 2021-06-05 Bylaws Amendment Resolution Chief Executive Officer Julie Brewen explained that Housing Catalyst changed its Executive Director title to CEO in 2015, though Article III of the Bylaws references the "Executive Director" so an amendment t the bylaws was required. Commissioner Bye motioned to approve RES. NO. 2021-06-05. Commissioner Gorgol seconded the motion, which then passed unanimously. Staff Updates Development Updates • Oak 140 Timeline – With the resolutions approved at today’s meeting, these are the next major steps: the offering documents will be published on June 23, the sale and pricing of bonds will occur on June 30, the bonds will be sold and closing will happen on July 8. • Mason Place – The project is very close to reaching the milestone of full occupancy and Housing Catalyst is days away from receiving its second capital contribution from the investor. • Village on Swallow – The first phase of rehabilitation has been completed and residents are moving back into their units. • Additional Staff – A Senior Project Manager will join the team at the end of June and the Impala project will be her primary focus. Legislative Update Colorado: Commissioner Gorgol shared that an inclusionary zoning bill has passed and is not yet signed. National: Chief Executive Officer Julie Brewen explained that a letter is being circulated by two congressmen to include certain provisions related to housing in any infrastructure bill. Fort Collins: Commissioner Gorgol shared that Fort Collins City Council approved $610,000 in funding for Oak 140 and an upcoming Council retreat will include discussions of affordable housing. Housing Catalyst’s 50th anniversary will be recognized at a Council meeting in August. Meaghan Overton shared that there is continued work around a land use code update. Ms. Overton also introduced Mr. Michael Sanduski, a Fellow at Bloomberg Harvard City Leadership Initiative, who is working with the City of Fort Collins on implementing its strategic affordable housing plan. Legal Issues Jim Martell indicated that there are no legal issues. Adjournment Chairperson Mathis adjourned the meeting at 8:59 a.m.