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State of Ohio - Controlling Board Request
STATE OF OHIO
CONTROLLING BOARD
30 East Broad Street, 34th Floor
Columbus, Ohio 43215-3457
(614) 466-5721 FAX:(614) 466-3813
OPERATING REQUEST Controlling Board No.
DEV0103243
Status:  Approved
Meeting Date:  12/4/2017

GENERAL INFORMATION
Agency
Development Services Agency


Division/Institution
Development Services Agency
Waiver of Competitive Selection  (Revised Code Section 127.16B)
      No Competitive Opportunity
      Agency Released Competitive Opportunity
Agency Released Competitive Opportunity (Revised Code Section 127.162)
Other Statutory Authority/Bill Section:166.07, 166.17
Operating Transfer Request  (Revised Code Section 127.14)
      Appropriation
      Cash
      Other Statutory Authority/Bill Section:
Fiscal Year(s)
2018
Bill No.
HB 49
Eligible for OBM
Director Approval?
No

VENDOR INFORMATION
For FYAmountNameAddressCityStateCountyZip Code
   

FUNDING INFORMATION
Fund GroupFund CodeAppropriation Line ItemAppropriation Line Item NameFYAmountFYAmount
7037 195615 Facilities Establishment 2018 $7,500,000.00 $.00
Ohio Enterprise Bond Fund 2018 $7,500,000.00 $.00

SIGNATURES
     
David Goodman 12/04/2017
   
Agency Director or Authorized Agent On The Date Of
   
11/15/2017 Christine Morrison
   
Date Controlling Board President/OBM Director
   
AGENCY CONTACT
Name:  Rachel Near Title:  Director of Legislative Affairs
Phone:  (614) 644 - 8630 Fax:  (614) 728 - 4920 E-Mail:  Rachel.Near@development.ohio.gov
REQUIRED EXPLANATION OF REQUEST
  The Development Services Agency respectfully requests Controlling Board approval for a substantive change to a previously-approved (July 10, 2017) request providing two 166 Direct loans in the amount of $2,500,000 and $5,000,000 and the issuance of an Ohio Enterprise Bond Fund (OEBF) loan in the amount of $7,500,000 to Stark County Port Authority (SCPA) for costs associated with the construction and completion of the Hotel Garage Project located at the Pro Football Hall of Fame, 2121 George Halas Drive NW, Canton, Ohio 44708 (Stark County).  
  The substantive change does not involve any additional funding but is a change to the structure of the two 166 Direct loans. In the original Controlling Board request, they were structured as two loans with two different repayment sources and security. This substantive change would combine the loans into one loan with a shared repayment and security structure. The original Controlling Board request allowed for repayment and security from 1) the pledge and assignment of a specific Naming Rights contract and 2) Tax Increment Financing (TIF) revenues.

The combined loan, if approved by this substantive change, would remove the Naming Rights contract assignment and instead require all repayments to be made from Hotel TIF revenues, which will also securitize the loan. Since this item previously went to Controlling Board, the new incremental value of the Hotel and associated retail has been valued at $60,000,000. This change was requested by the Stark County Port Authority, which has also increased its investment in this project since the item was original approved by Controlling Board. The updated sources and uses are as follows:

Sources of Funds
$ 7,500,000 166 Direct Loan
$ 7,500,000 Ohio Enterprise Bond Fund Loan
$    390,000 Sales Tax Savings
$ 3,948,619 Developer Equity (Cash)
$19,338,619 Total

Uses of Funds
$15,130,000 Hotel Garage Construction
$ 2,500,000 Public Improvements
$    750,000 10% OEBF Debt Service Reserve
$    645,119 OEBF Estimated Capitalized Interest
$    233,500 OEBF Transaction Costs
$       80,000 Estimated Stark County Port Closing Costs
$19,338,619 Total

The term of the OEBF loan and 166 Direct loan will be 24.5 years with a final maturity of June 1, 2042 and semi-annual principal and interest payments to begin December 1, 2020.

All other terms of the original Controlling Board request are the same as presented to the Controlling Board for approval. SCPA will invest $19,338,619 in the construction of a 946-space 7-level vertical parking facility (the "Hotel Garage Project" or "Hotel Garage"). The Hotel Garage Project is part of a larger project totaling $134,863,500 that also encompasses the construction of a 243-room Hall of Fame Village Hotel (the "Hotel Project" or "Hotel"). The combined $135MM investment is a component of Phase I of the Pro Football Hall of Fame Village Project ("HOF Village"). The Hotel Garage Project and Hotel Project is estimated to be fully complete by January 2019.

Upon completion of all phases, the HOF Village will contain over $650MM of new vertical development. It is anticipated that the HOF Village will generate a substantial level of new visitation, spending, income, and tax revenues for local, state and regional areas.

The SCPA projects that the Hotel Garage Project will create 108 temporary construction jobs at the Project Site with an estimated payroll of $9,700,000. The completed HOF Village is estimated to create in excess of 13,000 direct and indirect full and part-time jobs within Stark County.

Debt service and annual administrative fees on the $7,500,000 166 Direct Loan will be repaid and secured by a first priority pledge and assignment of TIF Service Payments generated from the Pro Football Hall of Fame Village Hotel, paid in lieu of property taxes. The 166 Direct Loan will have an interest rate that will accrue at a fixed rate of 3% per annum.

In addition to all of the above, HOF Village, LLC, Holdings SPE, LLC and Stuart Lichter will jointly and severally guarantee completion of the Hotel and Hotel Garage and the monthly escrow of Minimum Service Payments for one complete calendar year after a Certificate of Occupancy is granted for the Hotel. If the Hotel Project is not granted a Certificate of Occupancy before January 31, 2019, the guarantors will be responsible for Minimum Service Payments beginning June 1, 2020 and for one complete calendar year after a Certificate of Occupancy is granted for the Hotel.
 
  DEV0103131  
Attachments Controlling Board Request No.: DEV0103243
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