Sorry about that last inadvertently sent and hardly chewed e-mail . . .
here's the full one:

David Brauer earlier wrote:

Fundamentally, though, the Historic Theater Group deal seems more certain to
get the theater debt & capital costs off our backs, which is why (for
purposes of Devil's advocacy), I favor that bid in this debate.

Me again:

Still playing an unconvinced angle, I'll predictably say I'm not so sure
about this.  To me, it seems the major deal on this issue is whose guarantee
matters most--Clear Channel or the Ordway-Alliance?  Here's what I see:

Clear Channel guarantees the repayment of the new debt service, which it
estimates at $1.6 million year for 30 years.  Ultimately, the 'lease'
payment to the city is the actual amount of the restructured debt service.
So, no new net inflows of cash to the city, just a guarantee that debt
service will be paid through lease payments.  I get that part.  The only
effective net inflow of cash to the city is what it saves in capital costs
that HTG-Clear Channel assumes, an amount that HTG appears to estimate at
$200,000 year, adjusted over the years for inflation.

But the Alliance-Ordway also guarantees repayment of the debt service
through ticket sales, and also structures finances such that the restoration
fee (the surcharge on tickets that now pay the debt service) is collected
and remitted to the city, with any excess required to be placed in reserve
to meet future debt service.  This is a nifty part of the deal:  making the
city place excess restoration fees in reserve appears to take care of
escalating factors in the debt service later, and Alliance-Ordway, in its
proposal, guarantees ticket sales to meet annual debt service through
restoration fees.  A shakier guarantee than Clear Channel's?  Admittedly, it
may be, but a lot depends on the details.

[In the HTG deal, HTG appears to keep all restoration fees, raising an issue
for me as to why continue charging theatergoers for the city's debt service
when ostensibly HTG/Clear Channel has restructured the debt to allow them to
make this deal, thereby making the debt taxable, and then guaranteed the
debt through annual 'lease' payments.  Does the restoration fee--originally
meant to repay city debt--simply become a mandated revenue subsidy for
HTG/Clear Channel to meet its obligations under this deal?]

The Alliance-Ordway, however, provides $500,000 in rent each year to the
City, a positive net inflow of cash, plus pays all operating expenses for
the buildings.  With escalations, the Ordway-Alliance pays some $21 million
in rent over the course of the deal, and the city holds on to the buildings
(this is the Alliance's 'rent only' scenario, not the purchase option
scenario).

Though the city is responsible for capital costs, let's assume--using HTG's
figures--that capital costs are about $200,000 annually.  That's still a
$300,000 net cash inflow on average from rent, and more as Alliance rent is
escalated.  I certainly understand the vagaries of capital costs, but
remember that all three theaters have been completely restored in the last
ten years.  So, why does it appear we passing up $300,000+ of potential
revenue each year--plus selling three valuable assets-- by rejecting the
Ordway-Alliance approach?

Gregory Luce
St. Paul 











A legal question:  if there is a restriction in the deed on the State
Theatre for its sale to any entity other than a nonprofit, are there worries
that this is effectively a sale to the 

-----Original Message-----
From: [EMAIL PROTECTED] [mailto:[EMAIL PROTECTED] On Behalf
Of David Brauer
Sent: Sunday, November 21, 2004 8:31 AM
To: [EMAIL PROTECTED]
Subject: RE: [Mpls] Council Votes to Negotiate with Current Theater Managers


Greg Luce asks some great, non-shame-based questions about the theater deal:

> 1.  How does the conversion of the nontaxable bond debt to taxable 
> bond
debt
> help the City's borrowing capacity, as the City ultimately remains on 
> the hook, though with a guarantee from Clear Channel? Is the CCE 
> guarantee
that
> powerful?

This is a key question. As many may remember from the Brookfield/Gaviidae
deal/default, you can get a corporate payback promise but it isn't
necessarily gold.

The Brookfield deal is instructive. The part that was defaulted upon was
backed by a very poor guarantee - a secondary mortgage interest that a
Brookfield subsidiary could walk away from. However, another part of
Gaviidae is backed by a central Brookfield asset - and no default.

The trick for city negotiators is to get a strong guarantee. Nothing is
ironclad, and the public should vet the details. But all the Council did on
Friday was agree to negotiate exclusively with HST/Clear Channel for 120
days. We - and a Council that is far more fiscally responsible than its
predecessors - will be able to judge the fine print.

> 2.  Does anyone have accurate debt service figures for the City once 
> the bonds are converted?

Here are the sources:

HST/Clear Channel financing proposal:
http://www.ci.minneapolis.mn.us/cped/docs/response_htg.pdf
(see pages 28-33)

The current debt-service schedule:
http://www.ci.minneapolis.mn.us/cped/docs/theatres_exhibit5.pdf

It looks like HST/Clear Channel would pay a lease of $1.6 million, equal to
the interest and principal on the new bonds. (A new 30-year term would start
with the conversion from tax-free to taxable.)

Currently, the city is treading water on its theater debt. It pays $600,000
a year interest but no principal. As in many public and private deals, the
principal repayment is severely backloaded. The first $125,000 principal
payment is in 2010 - year 9 of the 30-year schedule We would pay $2.5
million in principal in 2031, the last year of the deal.

> 3.  Are the $1.6 million estimated lease payments to the City for 30 
> years considered the ultimate 'purchase' price of the three theaters.

Yes.

> Remarkably, I understand that the City has no
> appraisals for the buildings but is going forward with this as an 
> ultimate sale.

It's probably tough to appraise these properties since there are no
comparable sales. It comes down to what someone will pay. No one has made an
offer until now. Could someone pay more? Perhaps, but unlikely.

Remember, too, HST/Clear Channel will pay building maintenance costs the
city (owner) is currently on the hook for.

> 4.   HTG/HTT/Clear Channel don't provide a presumed average ticket price,
> while the Ordway/Alliance assumes an average of $30.75 for its four
venues.
> Any clue what HTG must charge for tickets to make this deal work?

No - though I think price and attendance projects are easily puffed and
mostly speculative. Despite the monopoly factors in this debate, there is
lots of competition for the entertainment dollar, and those market forces
will constrain whomever manages the theaters.

I'd love to see others chime in to answer Greg's questions - especially any
public servants who have studied the deal. The one way a devil's advocate
can sleep with himself is if he helps create a climate where more facts
emerge for informed  public discussion.

David Brauer
Kingfield

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