Revolving Credit Facility

The Authority was created in 1945 and is an independent special district governed by the Hillsborough County Aviation Authority Act, Chapter 2022-252, Laws of Florida (Act). This Act provides that the Authority will have exclusive jurisdiction, control, supervision and management over all publicly-owned airports in Hillsborough County.

The Airport is a major economic driver for the Tampa Bay region and is the gateway to the west coast of Florida. Tampa International Airport is consistently ranked among the world’s most beloved airports, serving more than 25 million annual passengers with routes to more than 100 nonstop destinations. The Airport has received top awards at the state, national and international level, including being ranked the #1 Large Airport in North America by J.D. Power in 2022 and 2023, as well as the #1 Large Airport in USA Today’s 10Best Readers’ Choice Awards in 2024. Tampa International Airport has now completed several projects in the largest construction program in its history with a major Main Terminal renovation, 66 shops and restaurants, a 1.4-mile automated people mover extending to a multi-level rental car facility, award-winning Blue Express Curbsides for faster passenger drop-off and pick-up, a nine-story office complex and numerous new public art installations including a world-famous 21-foot pink flamingo sculpture in the Main Terminal. In late 2024, Tampa International Airport broke ground on Airside D, a new 16-gate terminal. The project is expected to be completed in 2028.

The Airport is served by more than twenty (20) commercial airlines operating from four (4) Airside Terminals: Airside Terminal A with sixteen (16) gates; Airside Terminal C with sixteen (16) gates; Airside Terminal E with thirteen (13) gates; and Airside Terminal F with thirteen (13) gates. During the Authority Fiscal Year ending September 30, 2024, the Airport served over 25.2 million passengers and generated Revenues totaling $427.9 million. The Authority anticipates 25.9 million passengers for Fiscal Year 2025.

The Authority is a self-supporting organization and generates Revenues from Airport users to fund operating expenses and debt service requirements. Capital projects are funded with Bonds, short-term financing, Passenger Facility Charges (PFCs), State and Federal grants, and internally generated funds. Although empowered to levy ad valorem property taxes, the Authority has not collected any tax funds since the early 1970s.

A. Current Revolving Credit Agreement

The Authority currently has a Revolving Credit Facility with Truist Bank and STI Institutional & Government, Inc. (Truist Bank serving as Agent) dated April 20, 2020, and as amended on July 2, 2020, June 3, 2021, and April 6, 2023, with a current Maximum Commitment Amount of $100,000,000. Both tax-exempt and taxable borrowings are permitted under that Revolving Credit Facility. The current Revolving Credit Facility is scheduled to expire May 11, 2025.

There is no outstanding balance under the current Revolving Credit Facility. This Solicitation is intended to replace the current Revolving Credit Facility.

Amounts due and payable under the current Revolving Credit Facility are secured by the Pledged Funds, which include (i) the Revenues of the Authority, if any, available after making all deposits and distributions required under the Senior and Subordinated Trust Agreements, and (ii) available PFC Revenues, after making all deposits and distributions required under the Senior and Subordinated Trust Agreements to be paid from available PFC Revenues, but only to the extent debt service on the Revolving Credit Facility is eligible to be paid from PFC Revenues. Thus, the outstanding Bonds and the Subordinated Bonds have superior payment positions to the Authority’s obligations under the Agreement on all Revenues and, to the extent applicable, on available PFC Revenues.

B. Financial Advisor and Outside Counsel
Frasca & Associates LLC currently provides financial advisory services to the Authority. Bond counsel services are provided by Holland & Knight, LLP. Disclosure counsel services are provided by GrayRobinson, P.A.; however, GrayRobinson will not be providing disclosure counsel services in connection with this Solicitation.

C. Financial Background

Indebtedness issued under the Senior Trust Agreement, effective as of August 22, 2024, and under the Subordinated Trust Agreement, as amended, will constitute obligations of the Authority having a senior lien on the Authority’s Revenues that will be pledged to secure obligations of the Authority under the Revolving Credit Facility. The Authority currently plans to next issue additional senior and Subordinated Bonds in 2026.

The Official Statements (OS) for the Authority issues of senior lien General Airport Revenue Bonds (GARBs) and subordinate lien GARBs are available through the Electronic Municipal Market Access (EMMA), a service of the Municipal Securities Rulemaking Board (MSRB). The OS have also been posted on the Authority website at http://www.tampaairport.com/investor-relations and are available for download. Respondents may wish to review this information prior to submitting a Response. The information contained in the posted OS has not been updated since its date and each Respondent will be solely responsible for conducting its own due diligence.

Authority Audited Financial Statements, Annual Report and other financial information are available for download by Respondents on the Authority website at http://www.tampaairport.com/investor-relations . Respondents are responsible for reviewing this information prior to submitting a Response.

The table below provides a list of Outstanding Senior Lien and Subordinate Lien GARBs as of October 1, 2024.

Tampa International Airport Outstanding Bonds as of 10/1/2024

D. Revolving Credit Facility Requirements

The Authority seeks Responses from qualified financial institutions to provide a Revolving Credit Facility, on the best terms and at the lowest overall borrowing cost, pursuant to certain conditions. The Revolving Credit Facility will consist of two subseries or Notes, a Non-Bank Qualified Tax-Exempt Note and a Taxable Note, and the aggregate amount available under the Notes will be a minimum of $100,000,000 and a maximum of $200,000,000.

(1) Structure of Financing

• Amount: Maximum of $200,000,000
• Closing Date: May 2025
• Interest Rate Type: Variable Rate
• Prepayment: Prepay all or a portion of the Revolving Credit Facility at any time without penalty
• Final Maturity: Three, four or five years
• Principal Repayment: At final maturity
• Options: The Awarded Respondent and Authority may negotiate extension of the Term beyond the final maturity that best serves the interest of the Authority, but not to extend beyond May 2029. Extensions requested by the Authority will be approved at the discretion of the Awarded Respondent.

(2) Security and Sources of Payment
The Revolving Credit Facility will be secured by a lien on certain Authority Revenues as described in the Agreement, subject and subordinate to the indebtedness issued under the Authority's Senior Trust Agreement and Subordinated Trust Agreement, and to the extent applicable, any Senior Lien PFC Indebtedness as described in the Senior Trust Agreement.

(3) Additional Debt
The Authority will not be restricted from issuing indebtedness under and in accordance with its Senior Trust Agreement and Subordinated Trust Agreement.

(4) Additional Costs/Acceleration
The Authority prefers to not include any capital adequacy or yield maintenance covenants and consistent with the structures under the Senior Trust Agreement and Subordinated Trust Agreement. Acceleration of principal repayment will not be a permitted remedy upon default.

(5) Minimum Balances
The Authority will not agree to reserve requirements or requirements to maintain minimum balances in any account with Awarded Respondent as a condition for the Revolving Credit Facility.

E. Fallback Rate
The floating interest rate structure for the Revolving Credit Facility will be based on Term Secured Overnight Financing Rate (SOFR) as described in the Agreement. Respondents will be expected to propose Fallback Rates which will be analyzed as part of the selection process and subject to negotiation after initial selection has been made.

The background information provided in this Section is intended only to give prospective Respondents a brief familiarization with the Authority and the Airport. All Airport data provided as part of this Solicitation is for informational purposes only and should not be construed as a guarantee of business. The information shown herein has been obtained from sources considered to be reliable. However, the Authority and its Board, officers, employees, agents, and contractors are not liable for the accuracy of the information or for its use by Respondent. Respondent must examine and inspect this Solicitation and all its appendices, attachments, and exhibits to be knowledgeable of the requirements and terms and conditions. Respondent must independently evaluate circumstances and conditions that may affect its Response and its ability to provide the required Services.

The Authority mission and vision statements, found on the Authority website at www.TampaAirport.com > Business & Community > Business Opportunities > About Procurement will serve as the platform to guide the Awarded Respondent in its provision of Services.