Missouri Development Finance Board

CHAIR: Marie J. Carmichael MEMBERS: Reuben A. Shelton John E. Mehner Matthew L. Dameron Kelley M. Martin Patrick J. Lamping Bradley G. Gregory EXECUTIVE DIRECTOR: Robert V. Miserez Missouri Development Finance Board MEETING MINUTES MISSOURI DEVELOPMENT FINANCE BOARD Governor Office Building 200 Madison Street, Room 1010 Jefferson City, Missouri OCTOBER 4, 2018 EX-OFFICIO MEMBERS: Mike Kehoe Lieutenant Governor Robert B. Dixon Director, Economic Development Chris Chinn Director, Agriculture Carol S. Comer Director, Natural Resources The Missouri Development Finance Board met in regular session on Thursday, October 4, 2018, beginning at 10:30 a.m. The meeting was conducted via telephone conference call. Notice of the meeting was duly posted as required by Section 610.020 RSMo at the MDFB principal office. The following members and officers of the Board were present or absent at the meeting as follows: Marie J. Carmichael Chair Present Reuben A. Shelton Vice Chairman and Member Present John E. Mehner Treasurer and Member Present Matthew L. Dameron Secretary and Member Absent Kelley M. Martin Member Present Patrick J. Lamping Member Present Bradley G. Gregory Member Absent Mike Kehoe Lieutenant Governor and Member Present Robert B. Dixon Director, Dept. of Economic Development and Member Present Chris Chinn Director, Dept. of Agriculture and Member Present Carol S. Comer Director, Dept. of Natural Resources and Member Absent Robert V. Miserez Executive Director and Assistant Secretary Present Chair Carmichael called the meeting to order and declared a quorum was present. In addition to the above members, attendees were: Board Staff: Board Counsel: Others Present: Kathleen Barney, Erica Griffin, Kimberly Martin, Ryan Vermette and Valerie Haller David Queen Craig Heller, Delmar DivINe; Mark Spykerman, Gilmore & Bell, P.C.; and Kurt Erickson, St. Louis Post-Dispatch Chair Carmichael welcomed Lieutenant Governor Mike Kehoe to the Board and commented he brings with him a wealth of experience in both the public and private sectors. 200 Madison Street, Suite 1000 P.O. Box 567 Jefferson City, Missouri 65102 Telephone: (573) 751-8479 Fax: (573) 526-4418 Visit our Web site at www.mdfb.org

I. Secretary s Report Secretary Dameron Assistant Secretary Miserez presented for approval the minutes from the August 30, 2018 meeting. The minutes were included in the Board materials distributed in advance of the meeting. There being no questions, corrections or additions, Vice Chairman Shelton made a motion to approve the minutes as presented. Treasurer Mehner seconded the motion. The following roll call vote was recorded: Shelton, Mehner, Martin, Lamping, Kehoe, Dixon, Chinn and Carmichael II. Treasurer s Report Treasurer Mehner Treasurer Mehner presented for approval the Treasurer s Report as of and for the one month ended July 31, 2018. The Treasurer s Report was included in the Board materials distributed in advance of the meeting. Treasurer Mehner noted a MDFB Audit Committee meeting has been set for October 30 to discuss the FY2017 CAFR. There being no questions, corrections or additions, Vice Chairman Shelton made a motion to approve the Treasurer s Report as presented. Member Lamping seconded the motion. The following roll call vote was recorded: Shelton, Mehner, Martin, Lamping, Kehoe, Dixon, Chinn and Carmichael III. Department of Economic Development Director Dixon Director Dixon reported they are finalizing the results from the Best in Midwest and Talent for Tomorrow initiatives to reset the State s economic development strategy as well as the workforce and talent strategy. Member Martin asked about the possibility of the creation of a separate infrastructure bank to address transportation-related infrastructure and other issues. Director Dixon responded Governor Parson charged his entire cabinet to bring policy recommendations forward to address his top two priorities of workforce development and infrastructure. Director Dixon commented currently MoDOT has an infrastructure bank and there is

some opportunity to expand it to broader infrastructure opportunities, but that formal recommendations have not been presented at this point. IV. Department of Agriculture Director Chinn Director Chinn reported the Department is partnering with the University of Missouri College of Agriculture and through a series of Imagine Ag Business sessions will be touring Missouri next week. They will be interacting with the state s ag businesses to find out what specific opportunities and barriers they are facing. Director Chinn noted there will be five ag business sessions held in Sikeston, St. Louis, Columbia, Kansas City, and Springfield. Director Chinn reported the Department continues to work on other initiatives that support workforce development and infrastructure; and broadband continues to be one of their key areas of concern. Director Chinn commented the Department is in the process of their plant industries review with the legislature to look at funding opportunities and ways to better structure that division to ensure they are meeting the needs of citizens. Director Chinn reported Missouri did have a much better growing season with the Dicamba technology and they are still awaiting a decision from the EPA to determine the registration for the Dicamba product. Director Chinn noted the Governor s Conference on Agriculture has been tentatively scheduled for January 10-11, 2019 at the Lake of the Ozarks. V. Department of Natural Resources Report Director Comer This report was deferred. VI. Lieutenant Governor s Report Lt. Governor Kehoe Lieutenant Governor Kehoe reported his office has been promoting the passage of Proposition D and meeting with people to ensure they understand the facts in regards to Missouri s transportation needs. Lt. Governor Kehoe reported his office also has been working vigorously with the Missouri Veterans Commission and visiting veterans homes to address any needs and issues they may have. Lt. Governor Kehoe commented Tourism Director Ward Franz has been working to bring the various tourism sources together to ensure Missouri is being promoted, as well as interacting with the state parks, conservation and other state agencies that have assets to enhance the tourism experience. 3

Lt. Governor Kehoe reported he will be traveling throughout the state and promoting the Buy Missouri Program during the first annual Buy Missouri week, October 13-20, 2018. The Program is designed to encourage Missourians to purchase Missouri-made products in support of those who create, grow, manufacture, distribute, promote, and sell goods made in Missouri. VII. Old Business A. LCRA of the City of St. Louis Delmar DivINe Kimberly Martin Tax Credit for Contribution Program Ms. Martin reported the Delmar DivINe tax credit application was originally presented to the Board at the August 30, 2018 meeting. Ms. Martin noted the project consists of the proposed renovation of the former St. Luke s Hospital located in the West Loop. Approximately 177,000 square feet of the complex will be converted into collaborative and co-location workspace and programming for nonprofit organizations with compatible missions and organizational aspirations. Ms. Martin reported the request for $2.25 million in tax credits will be used to raise up to $4.5 million in contributions to assist with the approximately $38 million in renovations to complete the nonprofit/commercial phase of the project. Staff recommended adoption of the Authorizing Resolution approving up to $2.25 million in tax credits subject to $4.5 million in contributions. Vice Chairman Shelton made a motion to approve the application and adopt the following Authorizing Resolution approving up to $2.25 million in tax credits subject to $4.5 million in contributions for the Delmar DivINe project: RESOLUTION OF THE MISSOURI DEVELOPMENT FINANCE BOARD MAKING CERTAIN FINDINGS AND DETERMINATIONS; APPROVING OF THE ISSUANCE OF TAX CREDITS PURSUANT TO THE TAX CREDIT STATUTE; AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS IN CONNECTION WITH SUCH APPROVAL Treasurer Mehner seconded the motion. The following roll call vote was recorded: Shelton, Mehner, Martin, Lamping, Kehoe, Dixon, Chinn and Carmichael 4

B. Aurora Organic Dairy BUILD Application Kimberly Martin Final Authorizing Resolution Ms. Martin reported the Board adopted a preliminary resolution expressing its intent to issue BUILD Bonds for Aurora Organic Dairy at its February 28, 2017 meeting. Ms. Martin noted the project is underway with the purchase of 101 acres in Columbia, Missouri, and are constructing the 80,000 square foot diary processing plant with an attached cold storage warehouse with plans to open in early 2019. In addition to the processing facility, a separate building will be constructed for wastewater management. Ms. Martin reported all financing terms remain as originally presented and Aurora Organic Dairy will add a minimum of 145 new jobs over the next three years and make an investment of approximately $91 million at this location. Staff recommended approval of the Final Authorizing Resolution for Bonds not to exceed $1,654,000. Member Martin made a motion to adopt the following Final Authorizing Resolution for BUILD Bonds not to exceed $1,654,000 for the Aurora Organic Dairy Project: RESOLUTION AUTHORIZING THE MISSOURI DEVELOPMENT FINANCE BOARD TO ISSUE ITS BUILD MISSOURI REVENUE BONDS (AURORA ORGANIC DAIRY PROJECT), IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,654,000 FOR THE PURPOSE OF PROVIDING FUNDS TO MAKE A LOAN TO FINANCE A PORTION OF THE COSTS OF AN ECONOMIC DEVELOPMENT PROJECT FOR THE BENEFIT OF AURORA ORGANIC DAIRY CORP.; AUTHORIZING AND APPROVING CERTAIN DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF SAID BONDS; AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF SAID BONDS. Vice Chairman Shelton seconded the motion. The following roll call vote was recorded: Shelton, Mehner, Martin, Lamping, Kehoe, Dixon, Chinn and Carmichael 5

C. American Outdoor Brands Corporation BUILD Application Kimberly Martin Final Authorizing Resolution Ms. Martin reported the Board adopted a preliminary resolution expressing its intent to issue BUILD Bonds for the American Outdoor Brands Corporation (Smith & Wesson) at its February 28, 2017 meeting. The project consists of the acquisition of 189 acres in Boone County for the development of a warehouse and distribution facility, as well as an office building. Ms. Martin noted construction of the facility is nearly complete and they have begun advertising available positions. Ms. Martin reported all financing terms remain as originally presented and the American Outdoor Brands Corporation will add a minimum of 154 new jobs over the next three years and make an investment of approximately $65 million. Job creation is expected to reach 328 within the next five years at this location. Staff recommended approval of the Final Authorizing Resolution for Bonds not to exceed $1,551,400. Member Lamping made a motion to adopt the following Final Authorizing Resolution for BUILD Bonds not to exceed $1,551,400 for the American Outdoor Brands Corporation Project: RESOLUTION AUTHORIZING THE MISSOURI DEVELOPMENT FINANCE BOARD TO ISSUE ITS BUILD MISSOURI REVENUE BONDS (SMITH & WESSON CORP. PROJECT), IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,551,400 FOR THE PURPOSE OF PROVIDING FUNDS TO MAKE A LOAN TO FINANCE A PORTION OF THE COSTS OF AN ECONOMIC DEVELOPMENT PROJECT FOR THE BENEFIT OF SMITH & WESSON CORP.; AUTHORIZING AND APPROVING CERTAIN DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF SAID BONDS; AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF SAID BONDS. Member Martin seconded the motion. The following roll call vote was recorded: Shelton, Mehner, Martin, Lamping, Kehoe, Dixon, Chinn and Carmichael 6

D. Dollar Tree Distribution, Inc. BUILD Application Kimberly Martin Final Authorizing Resolution Ms. Martin reported the Board adopted a preliminary resolution expressing its intent to issue BUILD Bonds for Dollar Tree Distribution, Inc., at its April 2017 meeting. Ms. Martin noted the construction of the project is complete and the distribution facility opened in July 2018. Ms. Martin reported all financing terms remain as originally presented and Dollar Tree Distribution, Inc., will add a minimum of 375 new jobs over the next three years and make an investment of approximately $103 million at this location in Johnson County. Staff recommended approval of the Final Authorizing Resolution for Bonds not to exceed $2,582,700. Lt. Governor Kehoe made a motion to adopt the following Final Authorizing Resolution for BUILD Bonds not to exceed $2,582,700 for the Dollar Tree Distribution, Inc., Project: RESOLUTION AUTHORIZING THE MISSOURI DEVELOPMENT FINANCE BOARD TO ISSUE ITS BUILD MISSOURI REVENUE BONDS (DOLLAR TREE DISTRIBUTION, INC. PROJECT), IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $2,582,700 FOR THE PURPOSE OF PROVIDING FUNDS TO MAKE A LOAN TO FINANCE A PORTION OF THE COSTS OF AN ECONOMIC DEVELOPMENT PROJECT FOR THE BENEFIT OF DOLLAR TREE DISTRIBUTION, INC.; AUTHORIZING AND APPROVING CERTAIN DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF SAID BONDS; AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF SAID BONDS. Vice Chairman Shelton seconded the motion. The following roll call vote was recorded: Shelton, Mehner, Martin, Lamping, Kehoe, Dixon, Chinn and Carmichael 7

CLOSED SESSION Vice Chairman Shelton made a motion to go into closed session to discuss legal action, causes of action, or litigation as authorized by Section 610.021 (1) RSMo. Treasurer Mehner seconded the motion. The following roll call vote was recorded to go into closed session: Shelton, Mehner, Martin, Lamping, Kehoe, Dixon, Chinn and Carmichael Upon completion of discussion, Vice Chairman Shelton made a motion to move the meeting back into open session. Member Lamping seconded the motion. The following roll call vote was recorded: Shelton, Martin, Lamping, Kehoe, Dixon, Chinn and Carmichael Mehner, Chair Carmichael declared the motion passed and moved the meeting into open session. OPEN SESSION VIII. Executive Director s Report Robert V. Miserez Mr. Miserez reported the Ninth Street Garage in St. Louis recently experience two breakins on September 3 and September 17. Mr. Miserez noted the garage operator has been taking measures and actions to prevent these as much as possible, including upgrading the light system, additional security on overnights and on weekends, and contacts with the police department. Mr. Miserez commented an incident also occurred at the St. Louis Convention Center Hotel Garage in August. Mr. Miserez reported he and Ms. Martin toured the new Special Olympics Missouri Training for Life facility in Jefferson City and commented they expect to have approximately 12 training events annually to bring in no more than 50 participants for each event. Lt. Governor Kehoe commented the new facility is the only Special Olympics Training for Life campus in the world and is a fantastic facility. Mr. Miserez also reported Special Olympics Missouri was granted an extension for their tax credit deadline from September 28, 2018 to December 31, 2018. 8

IX. Adjournment There being no further business before the Board, Vice Chairman Shelton made a motion to adjourn the meeting. Member Martin seconded the motion. By unanimous consent, Chair Carmichael declared the motion passed and the meeting adjourned. [Assistant Secretary Miserez s Signature] 9