2023-15AF_UCF Stadium TDT Loan 2024 BF_070824.pdf

INVITATION TO NEGOTIATE (ITN) 2023-15AF

UCF Stadium Corporation

Taxable, Fixed Rate Bank Loan to fund improvements to the FBC Mortgage Stadium

Issue Date: July 8, 2024

Due Date: August 1, 2024 @ 2:00 p.m. (Eastern)

TABLE OF CONTENTS

I. Introduction ..................................................................................................... 1-3

II. Preliminary Financing Plan ........................................................................... 3-4

III. Orange County Tourist Development Tax Funding Agreement

IV. Security for the Loan ...................................................................................... 4-5

V. Loan Financing Structure .............................................................................. 5-6

VI. Documentation ................................................................................................ 7-8

VII. Proposed Timetable

VIII. Instructions to Proposers

IX. Selection Criteria

X. Terms and Conditions ................................................................................. 10-11

XI. Appendixes

REQUEST FOR INTENT TO NEGOTIATE (ITN)

I. INTRODUCTION

The UCF Stadium Corporation (the “Corporation”) a direct support organization and component unit of The University of Central Florida Board of Trustees (the “University or UCF”) requests proposals from interested and qualified Financial Institutions interested in providing a taxable, fixed rate loan up to $70 million to finance a portion of the expansion and improvements to the FBC Mortgage Stadium on the campus of the University of Central Florida.

The Corporation shall accept and review proposals from qualified Financial Institutions who meet the conditions set forth in this ITN. Loan proposals should be submitted based upon the financing structure proposed below. The Corporation will select the Financial Institution proposal that provides the best value and meets the financing requirements of the Corporation. Hilltop Securities Inc. (“Hilltop”), Orlando, Florida, as the UCF’s financial advisor, will be assisting the Corporation with respect to the Loan.

Concurrently with this ITN, the Corporation is also requesting proposals from investment banking firms under a separate ITN to provide underwriting service for the issuance of bonds. The Corporation expects to issue bonds in addition to the requested loan as part of the overall financing plan.

The University of Central Florida

The University, part of the State University System of Florida, was established by the Florida Legislature in 1963 and commenced operations in 1968 as Florida Technological University. The name was changed to its current form by legislative action on December 6, 1978. The University has rapidly grown to become one of the largest and fastest-growing universities in the nation, with an enrollment exceeding 69,000 students.

As a comprehensive metropolitan university, UCF offers over 240 majors, encompassing bachelor's, master's, and doctoral degree programs. These programs are delivered through a diverse range of colleges, including:

College of Arts and Humanities College of Sciences Burnett Honors College College of Business Administration College of Education College of Engineering & Computer Science College of Health & Public Affairs College of Nursing College of Medicine Rosen College of Hospitality Management College of Optics & Photonics

The University serves central Florida and other regions through its main Orlando campus, as well as area campuses in Cocoa, Daytona Beach, South Orlando, and Clermont. Additionally, the UCF College of Medicine is situated at the UCF Health Sciences Campus at Lake Nona, and there is an academic center located downtown.

UCF provides education and research opportunities across a wide spectrum of fields, including engineering, business, education, humanities, natural and social sciences, health, and tourism. Its programs in communications and the fine arts contribute significantly to the cultural and entertainment landscape of the growing metropolitan area.

The University is accredited by the Commission on Colleges of the Southern Association of Colleges and Schools, which authorizes it to award bachelor’s, master’s, and doctoral degrees across various academic disciplines.

UCF Stadium Corporation

The Corporation is a Florida not-for-profit organization established to receive, hold, invest, and manage property and to make expenditures for the benefit of the University. Recognized as a Direct Support Organization (DSO) by the University, the Corporation operates under the guidelines outlined in Section 1004.28 of the Florida Statutes.

Under this statutory authority, the Corporation is empowered to enter into agreements for the financing, design, construction, leasing, lease-purchasing, purchasing, or operating of facilities that meet the needs and purposes of the University. The Corporation is managed, and its properties controlled by a Board of Directors, who govern its affairs and ensure alignment with the University's goals.

FBC Mortgage Stadium History

On August 30, 2006, the University of Central Florida, through the Corporation (formerly the Golden Knights Corporation), issued $45,685,000 in Certificates of Participation (Golden Knights Corporation Master Lease Program) Series 2006A and $18,850,000 in Taxable Certificates of Participation (Golden Knights Corporation Master Lease Program) Series 2006B, collectively referred to as the “Series 2006 COPS.” These funds were used to finance the construction of FBC Mortgage Stadium, which has been the home of UCF football since the 2007 season.

In 2014, the Corporation issued $4,020,000 in Certificates of Participation (Golden Knights Corporation Master Lease Program) Series 2014 to finance the construction of a 22,500-square-foot, three-story athletic facility and related infrastructure (the “Athletics Building”).

These obligations were later refunded by the UCF Stadium Refunding Revenue Bonds, Series 2015A, Taxable Refunding Revenue Bonds, Series 2015B, and Refunding Revenue Bond, Series 2015C (collectively, the “Outstanding Stadium Revenue Bonds”).

FBC Mortgage Stadium currently seats approximately 45,350 spectators, with around 1,400 premium seats. These premium seats include approximately 825 seats in private club settings and about 575 seats in 24 individually leased entertainment suites.

On July 1, 2023, UCF became a member of the Big XII Conference.

The Project

The proposed FBC Mortgage Stadium Expansion project (the “Project” or "Stadium Expansion”) will be constructed on the University of Central Florida campus and will include new premium seating options on the west sideline, a reimagined club seating experience, an enhanced loge area and new luxury and bay suites. Overall, the project will have four floors including an expanded club level (25,400 sq ft), two suite levels (17,000 sq ft each) and a press level (16,200 sq ft) for an estimated total cost of $88,000,000.

The club level will include an expanded indoor air-conditioned space with lounge and social spaces, and food and beverage service. Two open air outdoor spaces will serve guests on the club level as well. The club seating will expand from 900 seats to 1,236 seats (336 total new seats). In addition to being a football gameday hub, the reimagined club space will be able to host a variety of meetings, events, and receptions year-round. The project will also include thirty-four loge boxes on the club level. A loge box will accommodate four guests with a traditional loge box set-up that includes a food and drink table/rail. Our current Roth Tower also includes thirty-four loge boxes.

The luxury suites will offer a high-end game day gathering space for businesses and families. With five additional suites in the expansion project (bringing our total to twenty-nine), UCF Athletics can service the demand for luxury entertainment spaces. The project will also include thirty-four bay suites, a new concept in luxury seating. The bay suites offer a mid-point option for businesses and families that have a desire for more seating than a loge box, but do not need space to accommodate the larger groups that traditional suites generally accommodate. The bay suites will offer semi-private outdoor seating on both suite level one and suite level two with a focus on the growing demand for unique social gathering spaces in stadiums.

Our press level will feature a modernized workspace for press and media personnel, internal use space for game operations, and a unique gathering space for hosting guests on both gamedays and non-gamedays.

The Project is included in the Capital Improvements Element of the University’s Campus Master Plan for the years 2020‐2030. The Campus Master Plan was developed in accordance with the provisions of Chapter 1013.30 Florida Statues by the University of Central Florida Board of Trustees and was amended on May 26, 2022, to include the Stadium Expansion project in addition to other university projects.

II. PRELIMINARY FINANCING PLAN

The Project will be funded in part with proceeds of loan by the Corporation’s in an aggregate principal amount not to exceed $70 million (the “TDT Loan”) The obligation to repay the TDT Loan would be secured by a first lien on the Contract Tourist Development Tax Receipts pursuant to a Funding Agreement among Orange County, Florida, the University, and the Corporation and a subordinate lien on the Pledged Revenues of the Corporation that are currently pledged to the Outstanding Stadium Revenue Bonds. The balance of the funds needed to fund the Project will be provided through the issuance by the Corporation of up to $30,000,000 of its Taxable Stadium Revenue Bonds, Series 2024 (the “Series 2024 Bonds”).

Under the Financing Plan the Corporation will attempt to maximize the proceeds under the Funding Agreement, through the TDT Loan, with the balance being funded with proceeds from the sale of its Series 2024 Bonds.

III. ORANGE COUNTY TOURIST DEVELOPMENT TAX FUNDING AGREEMENT

Pursuant to the Funding Agreement, the University and the Corporation will receive up to $90 million in Tourist Development Taxes from Orange County over a nine-year period. Under the Funding Agreement, payments by the County will be made on December 1st of each year equal to approximately $10 million assuming the County’s Tourist Development Taxes hit certain thresholds as outlined in the Funding Agreement.

IV. SECURITY FOR THE SERIES 2024 BONDS

The TDT Loan will be secured by (a) a first lien on the Contract Tourist Development Tax Receipts payments from the county pursuant to the Funding Agreement and (b) a subordinate lien on the pledged revenues of the UCF Stadium Corporation that secure the Outstanding Stadium Revenue Bonds.

The Contract TDT Revenues Receipts

The annual amount of County Contribution payable to UCF and the Corporation will be solely from Excess TDT Revenues, as defined in the Funding Agreement, until such time as the full $90 million County Contribution has been made. The amount will be certified annually by the Orange County Comptroller. Excess TDT Revenues will be calculated as the fiscal year collection amounts above the “TDT Revenue Threshold Floor” and up to the “TDT Revenue Threshold Ceiling,” for an amount up to $10 million annually, beginning on December 1, 2024, through December 1, 2032.

To the extent the County Contribution is less than $10 million in any year, UCF will be entitled to an additional catch-up payment(s) in a future year(s) until such time as the full County Contribution has been made. The catch-up payment(s) will be made solely from TDT collections exceeding the “Catch-up Payment Threshold Floor” and below the “Catch-up Threshold Ceiling” for each respective fiscal year as outlined in the agreement.

The County may also, but is not obligated to, periodically provide additional funds to the Custodian to prepay its funding obligation under the FA. When the County’s contributions under this agreement reach Ninety Million Dollars ($90,000,000), the County will have no further funding obligation under the Funding Agreement.

Subordinate UCF Stadium Corporation Pledged Revenues

The TDT Loan will be additionally secured by a pledge of and lien on the Pledged Revenues of the Corporation including Facility Revenues (operating revenues and non-operating revenues) along with funds on deposit in the pledge accounts including investment earnings as provided under the Trust Indenture dated as of December 1, 2015 by and between the Corporation and The Bank of New York Mellon Trust Company, N.A. The lien on the System Revenues will be on a subordinate basis to the Corporation’s Outstanding Stadium Revenue Bonds and the proposed Stadium Revenue Bonds, Series 2024 (the “Stadium Bonds”). The Series 2015A and the Series 2015B Bonds also have a support agreement with UCF whereby University covenants to transfer to the Trustee annually in an amount to cover any draws on the Series 2015 Bonds debt service reserve surety policy (a copy of the Support Agreement can be provided upon request).

The Series 2015C Bond, the proposed Series 2024 Bonds along with any future debt on parity with Stadium Bonds will not be secured by the Support Agreement.

The Facility Revenues are defined in the 2015 Indenture to include Gross Operating Revenues and Non-Operating Revenues. Gross Operating Revenues encompass Ticket Sales Revenues, Food and Beverage concessions, Catering, Novelties, Premium Seating Revenues (Luxury Suites and Club Seats), Advertising and Sponsorships, and other miscellaneous revenues. Non-operating Revenues include UCF Athletics Association Rent, UCF Athletics Association Guaranteed Royalty Payments, Conference and Non-conference Game Guarantees, and charitable contributions received under pledge agreements to prepay a portion of the Series 2015C Bond.

Currently, Conference payments pledged to the Outstanding Stadium Revenue Bonds are limited to the only the first $3 million received each fiscal year. The Corporation intends to modify the existing pledge to remove the annual limitation with respect to conference payments. See Appendix C, with respect to the preliminary financial proforma including the full conference payments.

V. LOAN FINANCING STRUCTURE

The Corporation is seeking a taxable, fixed rate loan in an amount up to $70 million from qualified financial institutions based on the proposed structure below. Additionally, the Corporation will consider alternative bank financing structures that meet the need and spirit of the proposal.

However, structures that include variable rate options or that deviate from the security structure will not be considered.

STRUCTURE OF FINANCING

Estimated Loan Amount: Up to $70 million

Closing Date: Expected on or before November 1, 2024

Interest Rate: Taxable fixed interest rate

Interest Rate Hold period: 90 days. Provide index and spread that would apply for a closing beyond 90-days.

Final Maturity: December 15, 2038

Principal Amortization: The TDT Loan will be structured with minimum annual principal payments, $2 million per year (or such lower amount proposed by the bank), prior to the final maturity of the TDT Loan, and with the balance of the TDT Loan due on the final maturity.

The Corporation expects to make additional principal prepayments on the TDT Loan, as illustrated in Appendix B, from amounts received under the Funding Agreement (the “targeted amortization”).

Interest Payment Dates: Annually on December 15th commencing December 15, 2024

Prepayment: Prepayment, in whole or in part, at any time without penalty.

Interest Compounding: None

Interest Day Count Method: Specify

Liquidity Reserve The Corporation will deposit an amount equal to one year’s interest payment, plus the minimum annual principal payment prior to final maturity (up to $2 million), at closing from TDT Loan proceeds into the Liquidity Reserve

Financial Covenants: The Corporation covenants that all Contract TDT Payments received will be deposited into the Contract TDT Revenue Fund for deposit into: (1) the Interest Account to pay the next scheduled interest payment; (2) the Principal Account equal the minimum Principal Amortization Amount with the balance deposited into (3) the Principal Prepayment Account to prepay any outstanding principal.

Upon deficiencies in either the Interest Account and / or the Principal Account, the Corporation will first transfer available funds from the Liquidity Reserve to make up the deficiency and then from the Corporation Pledged Funds, on a subordinate basis, to cover such deficiencies.

No Acceleration: Acceleration will not be a remedy upon an event of default.

Gross-Up Provisions: The Corporation will not accept interest rate gross-up requirements such as changes for capital adequacy, yield maintenance, or capital reserves.

VI. DOCUMENTATION

Bond Counsel shall prepare the TDT Loan documents. The selected Financial Institution will be furnished, without charge to the Financial Institution, the opinion of Bryant Miller Olive, approving the legality of the TDT Loan together with the closing certificates and documents related to the transaction. Hilltop is serving as financial advisor for the University.

At the closing of the TDT Loan, the Financial Institution will be required to make certain certifications, including, but not limited to, signing a closing certificate that:

a. It is making the TDT Loan for its own account, does not currently intend to syndicate the TDT Loan, will take no action to cause the Loan to be characterized as a security, and will not treat the TDT Loan as a municipal security for purposes of the securities law;

b. It is not acting as a broker or other intermediary, and is funding the TDT Loan from its own capital for its own account and not with a present view to a resale or other distribution to the public,

c. The TDT Loan will not be used in the future on a securitized transaction or being treated as a municipal security;

d. It understands that the TDT Loan is evidenced by a promissory note (the “Note”), the Note is issued in a single denomination equal to the aggregate principal amount of the TDT Loan, may not be transferred except in whole, will not be transferred to any kind of trust under any circumstances;

e. The TDT Loan will only be sold to a Permitted Lender, with the Corporation’s consent. The “Permitted Lender” means any bank, trust company, savings institution or insurance company that is engaged as a regular part of its business in making loans authorized to do business in the State of Florida.

f. The Lender is a bank, trust company, savings institution, insurance company, dealer, investment company, pension or profit-sharing trust, or qualified institutional buyer as contemplated by Section 517.061(7), Florida Statutes.

g. It is not funding the TDT Loan for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes.

h. Understands that neither the TDT Loan nor the Note is to be treated as a municipal security and that no filing will be made with respect to the TDT Loan or the Note with EMMA, the Municipal Securities Rulemaking Boards continuing disclosure site.

i. It has in its possession or has had access to all material information concerning the security and sources of payment of the TDT Loan, and, as a result thereof, is thoroughly familiar with the nature and risks of an investment in the TDT Loan. It has been afforded access to all material information and has had sufficient opportunity to discuss the business of the Corporation and the projects financed with the proceeds of the TDT Loan, with its officers, employees and others.

j. In making the TDT Loan, it has relied solely upon its own investigation, examination, and evaluation of the Corporation and other relevant matters, and has not relied upon any statement or materials which have not been supported by its own investigation and examination.

k. It has knowledge and experience in financial and business matters, particularly in municipal taxable obligations, and is capable of evaluating the merits and risks of its investment in the TDT Loan and the Note and has determined that it can bear the economic risk of its investment in the Note.

l. It acknowledges that the Corporation, its counsel and its municipal advisor bear no responsibility for the accuracy or completeness of any information with respect to the Corporation and the proposed project financed with the proceeds of the TDT Loan or the Note contained in any document related to the TDT Loan or the Note.

m. It acknowledges the understanding that neither the TDT Loan nor the Note is being registered under the Securities Act of 1933, as amended (the "1933 Act") or Chapter 517, Florida Statutes, and that the Corporation shall have no obligations to effect any such registration or qualification. It also acknowledges that it is an "accredited investor" within the meaning of Chapter 517, Florida Statutes, and Regulation D of the 1933 Act.

n. There will be no CUSIPs obtained on the Note; and

o. There will be no credit rating obtained on the TDT Loan.

The financial institution shall also be required to execute such additional certifications or acknowledgments as are customary on similarly structured municipal finance transactions in Florida, as reasonably determined by Bond Counsel and counsel to the financial institution.

VII. PROPOSED TIMETABLE

Listed below are the dates and times by which stated actions should be taken or completed. If the Corporation determines, in its sole discretion, that it is necessary to change any of these dates and times, it may issue an Addendum to this ITN. All listed times are local time in Orlando, Florida.

July 8, 2024 ITN Issued

July 19, 2024 In Person Question and Answer Session

July 22, 2024 Questions from Proposers due by 1:00 pm

July 24, 2024 Responses to Questions from Proposers Provided

August 1, 2024 Responses Due (2:00 pm Eastern)

August 9, 2024 Selection of Proposer

VIII. INSTRUCTIONS TO PROPOSERS

Questions, Additional Information

Proposers, their agents, and/or associates must refrain from contacting or soliciting any member of the University staff, the University Board of Trustees, or the members of the UCF Stadium Corporation regarding the ITN during the selection process. Failure to comply with this provision may result in disqualification of the proposer.

All requests for clarifications or additional information must be submitted in writing by 1:00 PM Eastern on July 22, 2024, to:

UCF Stadium Corporation Albert Francis, CPA University Treasurer Assistant Vice President of Debt Management University of Central Florida Division of Financial Affairs 4365 Andromeda Loop N, MH 384 Orlando, FL 32816 Email: Albert.Francis@ucf.edu

Pre-Proposal Conference

On July 19, 2024, the University will hold an in-person question and answer event at the following address and time. If you would prefer to ask questions or clarifications during this event staff will be present to help facilitate the discussion.

Friday, July 19th 2024, 1PM – 3PM UCF Research Pavilion 12424 Research Parkway, Suite 300 Orlando, FL 32826-3249

Each proposer is responsible for registering to receive any addendums or amendments to this ITN.

Registration should be sent to Albert.Francis@ucf.edu.

Submissions

Proposals will be received and opened on August 1, 2024 @ 2:00 PM EST via UCF”s Bonfire Web Portal. For additional information, please refer to Appendix A Submission Instructions for Suppliers.

UCF shall in no way be responsible for or accept any proposals not uploaded prior the closing date and time. Telephone, including facsimile and electronic mail, and telegraphic negotiations and/or amendments to offers shall not be accepted.

Your submission must be uploaded, submitted, and finalized prior to the closing time on August 1, 2024 @ 2:00 PM EST. We strongly recommend that you give yourself sufficient time and at least ONE (1) day before the Closing Time to begin the uploading process and to finalize your submission. See Appendix A for submittal instructions.

IX. SELECTION CRITERIA

Proposals will be evaluated on the basis of cost, structure, covenants and flexibility to the Corporation.

Further, the TDT Loan must have the ability to prepay, in whole or in part at any time without penalty.

In order to assist the University and Hilltop in reviewing the responses, each proposal should include the following information.

(1) The legal name of the Financial Institution and the primary Financial Institution contact person(s) (include address, telephone number, facsimile number, and e-mail address).

(2) Provide a fixed rate or provide the index and spread the bank will be willing to hold for a period of not to exceed 90 days.

(3) Describe in detail all fees and expenses which the Corporation will be responsible to pay to the Financial Institution including its legal counsel. The Corporation’s Bond Counsel will prepare the appropriate documents / loan agreement. The amounts stated in the proposal shall represent the maximum amounts payable to the Financial Institution by the Corporation. All fees and expenses, with the exception of those of bond counsel and its financial advisor in excess of those stated in the proposal shall be the sole responsibility of the Financial Institution and will not be paid or reimbursed by the Corporation.

(4) A listing of all conditions, covenants, terms, or restrictions, other than those this ITN, which would be included in your commitment to provide the Loan. Please note Section X Paragraph (4) below.

X. TERMS AND CONDITIONS

(1) The Corporation reserves the right, in its sole discretion, to accept or reject any and all proposals, to waive any irregularities or informalities in any proposal or in the proposal process, and to accept or reject any items or combination of items. The Corporation further reserves the right to request clarification of information submitted and to request additional information from one or more proposers.

(2) If the Corporation determines to move forward with the Loan and selects a Financial Institution’s financing proposal, the award will be to the institution whose proposal best complies with the requirements set forth in this ITN and whose proposal, in the opinion of the Corporation and Financial Advisor is best, taking into consideration all aspects of the offeror’s response.

(3) The Corporation will not be liable for any expenses incurred in connection with the preparation of a response to this ITN.

(4) The Corporation will not accept covenants that require the Financial Institution’s consent before additional debt may be issued and secured by Pledged Revenues under the 2015 Trust Indenture by and between the Corporation and The Bank of New York Mellon Trust Company, N.A. The issuance of such debt is subject to additional debt covenants in the documents. While not preferred, the Corporation may accept a covenant that requires a slightly higher or additional coverage requirement for the issuance of such additional debt than is currently required.

(5) Federal, State, and local laws, ordinances, rules and regulations that in any manner affect the items covered herein apply. Lack of knowledge by the Financial Institution will in no way be a cause for relief from responsibility.

(6) No successful proposer may assign any portion of the contractual agreement between the parties without prior written authorization by the University and the Corporation.

(7) The successful firm(s) must execute an agreement acceptable to the Corporation, indemnifying and holding harmless the Corporation, its officials, officers, employees, and agents from all claims.

(8) The Corporation’s decision is final and non-appealable. The Corporation may negotiate further with proposers on conditions, terms, and price of the proposal. The Corporation will determine which submittal is in its best interest.

(9) Changes to this ITN may be made at the Corporation’s discretion. Changes will be communicated via addendum, publicly posted on the Procurement Services website at https://procurement.ucf.edu/solicitations/, and forwarded to prospective proposers who have provided contact information to the individual listed in Section VII above. Prospective proposers must acknowledge any addendum by signing and returning it with their proposal.

XI. APPENDICES

Appendix A: Submission Instructions for Suppliers Appendix B: Preliminary TDT Note Principal Amortization Appendix C: Preliminary Financial Proforma Appendix D: Audited Financial Statements of the Corporation Appendix E: Funding Agreement between Orange County, UCF, and the Corporation Appendix F: Stadium Tower Market Study

Appendix A (Submission Instructions)

Submission Instructions for Suppliers

Please follow these instructions to submit via our Public Portal.

1. Prepare your submission materials:

Requested Information

Name Type # Files Requirement

Proposal File Type: PDF (.pdf)

Multiple Required

Requested Documents:

Please note the type and number of files allowed. The maximum upload file size is 1000 MB.

Please do not embed any documents within your uploaded files, as they will not be accessible or evaluated.

2. Upload your submission at:

https://ucfprocurement.bonfirehub.com/opportunities/145542

Your submission must be uploaded, submitted, and finalized prior to the Closing Time of Aug 1, 2024 2:00 PM EDT. We strongly recommend that you give yourself sufficient time and at least ONE (1) day before Closing Time to begin the uploading process and to finalize your submission.

Important Notes:

Each item of Requested Information will only be visible after the Closing Time.

Uploading large documents may take significant time, depending on the size of the file(s) and your Internet connection speed.

You will receive an email confirmation receipt with a unique confirmation number once you finalize your submission.

Minimum system requirements: Microsoft Edge, Google Chrome, or Mozilla Firefox. Javascript must be enabled. Browser cookies must be enabled.

Need Help?

University of Central Florida Procurement Services uses a Bonfire portal for accepting and evaluating proposals digitally. Please contact Bonfire at Support@GoBonfire.com for technical questions related to your submission.

You can also visit their help forum at https://vendorsupport.gobonfire.com/hc/en-us

Appendix B (Preliminary TDT Note Principal Amortization)

Payment Date

Minimum

Principal

Amortization (1)

"Targeted"

Principal

Amortization (2)

12/15/2024 $2,000,000 $9,400,000

12/15/2025 2,000,000 6,015,000

12/15/2026 2,000,000 6,405,000

12/15/2027 2,000,000 6,820,000

12/15/2028 2,000,000 7,265,000

12/15/2029 2,000,000 7,735,000

12/15/2030 2,000,000 8,240,000

12/15/2031 2,000,000 8,775,000

12/15/2032 2,000,000 9,345,000

12/15/2033 2,000,000

12/15/2034 2,000,000

12/15/2035 2,000,000

12/15/2036 2,000,000

12/15/2037 2,000,000

12/15/2038 42,000,000

Total $70,000,000 $70,000,000

(1) Preliminary. Minimum required principal payment prior to final maturity will be equal to $2 million per year, or such lesser amount as proposed by the bank.

(2) Preliminary. Amounts reflect estimated targeted total principal amortization, including prepayment of principal, based upon assumed contract TDT receipts of $10 million per year under the Funding Agreement from 12/1/2024 to 12/1/2032. Actual total principal amortization, including prepayments, will be based upon actual timing and amount of TDT receipts under the Funding Agreement.

Appendix C (Preliminary Financial Proforma)

Actuals Actuals Actuals Actuals Actuals Projected Projected Projected Projected Projected 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 2025-26 2026-27 2027-28

Revenues Operating revenues

Ticket sales 1 4,362,319$ 4,399,535$ 1,581,984$ 4,229,550$ 4,663,761$ 4,803,674$ 4,947,784$ 5,096,218$ 5,249,104$ 5,406,577$

Premium seating 2 2,373,452 2,587,946 940,255 2,595,281 2,866,008 2,850,000 2,850,000 2,850,000 2,850,000 2,850,000

NEW PREMIUM SEATING REVENUES - - - - - - - 2,419,200 2,491,776

Naming rights 800,000 - - - - - - - - -

Concessions and Catering 3 589,592 330,608 292,541 677,811 658,500 691,425 725,996 762,296 800,411 840,431

Coke Sponsorship 180,000 180,000 180,000 180,000 180,000 180,000 180,000 180,000 180,000 180,000

B&N Merchandise Sales and Other Income 4 314,620 371,287 369,232 604,296 346,358 375,000 375,000 375,000 375,000 375,000 Total operating revenues 8,619,983 7,869,376 3,364,012 8,286,938 8,714,627 8,900,099 9,078,780 9,263,514 11,873,715 12,143,785

Non-Operating revenues from UCFAA

NEW TDT REVENUES - - - - - - 10,000,000 10,000,000 10,000,000 10,000,000

Stadium rent 2,121,000 2,121,000 2,121,000 2,121,000 2,121,000 2,121,000 2,121,000 2,121,000 2,121,000 2,121,000

Guaranteed Royalty - 1,800,000 1,850,000 1,900,000 1,950,000 1,975,000 2,000,000 2,025,000 2,050,000 2,075,000

Non-conference away game guarantees 5 200,000 450,000 250,000 350,300 320,000 200,000 800,000 400,000 450,000 500,000

Conference revenue distributions 6 2,801,598 2,666,547 5,213,413 5,003,571 9,932,486 20,818,337 20,243,000 38,153,000 39,353,000 41,433,000

Fundraising 7 421,820 143,300 510,880 255,080 254,196 255,000 255,000 255,000 255,000 255,000 Total non-operating revenues from UCFAA 5,544,418 7,180,847 9,945,293 9,629,951 14,577,682 25,369,337 35,419,000 52,954,000 54,229,000 56,384,000 Total revenues 14,164,401 15,050,223 13,309,305 17,916,889 23,292,309 34,269,436 44,497,780 62,217,514 66,102,715 68,527,785

Expenses Stadium expenses 146,234 38,015 64,538 375,637 35,652 55,000 60,000 60,000 60,000 60,000

Total Expenses 146,234 38,015 64,538 375,637 35,652 55,000 60,000 60,000 60,000 60,000

Net Increase/(decrease) from operations 14,018,168$ 15,012,208$ 13,244,767$ 17,541,252$ 23,256,657$ 34,214,436$ 44,437,780$ 62,157,514$ 66,042,715$ 68,467,785$

Debt Service Series 2015A 2,515,419 2,517,169 2,515,919 2,516,669 2,519,169 2,518,169 2,513,669 2,515,669 2,518,669 2,521,919 Series 2015B 778,444 778,544 777,185 779,455 775,235 779,845 778,185 775,365 778,980 776,420 Series 2015C 332,724 330,175 330,502 330,655 330,633 330,437 330,066 330,522 329,778 3,860 TDT Loan - - - - - - 813,224 9,996,225 9,998,625 9,995,350 Series 2024A - New Towers Bonds - - - - - - 700,241 2,075,578 2,074,367 2,072,358 Total Debt Service 3,626,587 3,625,888 3,623,606 3,626,779 3,625,037 3,628,451 5,135,385 15,693,359 15,700,419 15,369,907

Coverage 3.87 4.14 3.66 4.84 6.42 9.43 8.65 3.96 4.21 4.45

UCF Stadium Corporation Historical Coverage and 5-Year Projected ProForma

1. Ticket Sales assume a 3% price increase per year at approximately 98% of available tickets sold.

2. Premium seating assumes no premium rate changes, but a continued sold out crowd.

3. Concession sales average approxiimately $125K per home game. The projected totals for concession income is due to the number of home games anticipated for each fiscal year. Income has increased substantially due to increased alcohol sales in recent years.

4. Other income includes a fixed amount of Barnes and Noble Merchandise Sales at $250K, plus interest income per year.

5. Away game guarantees are in alighn with Athletics projected game schedules as of the end of FY 23.

6. Conference Distributions are forecasted based on the new Big 12 payment schedule

7. Annual Wayne Densch Pledge of $255K expires in FY 2029

Appendix D (Corporation Audited Financial Statements)

FY 2023 Audit Link: https://emma.msrb.org/P11725471-P11326224-P11759859.pdf FY 2022 Audit Link: https://emma.msrb.org/P21649447-P21269447-P21696326.pdf FY 2021 Audit Link: https://emma.msrb.org/P11556653-P11201900-P11620665.pdf

Appendix E (Funding Agreement)

Appendix F (Stadium Tower Market Study)

FBC MORTGAGE STADIUM RENOVATION

MARKET & FINANCIAL FEASIBILITY STUDY

MARCH 22, 2024

March 22, 2024

Mr. Terry Mohajir Vice President & Director of Athletics University of Central Florida Roth Athletics Center 4192 North Orion Blvd.

Orlando, FL 32816

Dear Mr. Mohajir:

Legends is pleased to present this market and financial feasibility study related to the renovation of FBC Mortgage Stadium at the University of Central Florida (”UCF”).

The attached report summarizes our research and analyses and is intended to assist project stakeholders in making informed decisions regarding this project.

The information contained in this report is based on estimates, assumptions and other information from research of the market, knowledge of the collegiate sports industry and other factors, including certain information provided by you and other project stakeholders. All information provided to us was not audited or verified and was assumed to be correct. Because procedures were limited, we express no opinion or assurances of any kind on the achievability of any projected information contained herein and this report should not be relied upon for that purpose. Furthermore, there will be differences between projected and actual results. This is because events and circumstances frequently do not occur as expected, and those differences may be material. We have no responsibility to update this report for events and circumstances occurring after the date of this report.

We sincerely appreciate the opportunity to assist you with this project and would be pleased to be of further assistance in the interpretation and application of the study’s findings.

Very truly yours, Jay Lenhardt Senior Vice President, Legends

One Cowboys Way, Suite 325 | Frisco, TX 75034 | Telephone 972.491.6900 | Facsimile 972.491.6903

TABLE OF CONTENTS

1. Executive Summary

2. Project Overview & Historical Context

3. Benchmarking

4. Market Survey Results

5. Survey Demand

6. Recommendations

7. Financial Analysis

8. Implementation Considerations

9. Other Survey Topics

EXECUTIVE SUMMARY

EXECUTIVE SUMMARY LEGENDS OVERVIEW

WE ARE TRUSTED, RELIABLE, LEADERS.

A HOLISTIC AGENCY, CONFIDENT IN OUR EXPERTISE AND

HUMBLED BY THE ICONIC BRANDS WE SERVE.

DELIVERING SOLUTIONS FOR LEGENDARY BRANDS.

INDUSTRY ACCOLADES & AWARDS

SPORTS BUSINESS JOURNAL:

BEST IN PROPERTY CONSULTING, SALES, AND CLIENT SERVICES

EXECUTIVE SUMMARY LEGENDS COLLEGIATE EXPERIENCE

LOOKING AHEADLOOKING AHEAD

LOOKING AHEAD

EXECUTIVE SUMMARY STUDY PURPOSE & METHODOLOGY

RECOMMENDED INVENTORY

PRICING STRATEGY

FINANCIAL PROJECTIONS

MARKET SURVEYS

HISTORICAL CONTEXT

MARKET CONDITIONS

PEER BENCHMARKING

INDUSTRY TRENDS

3 1. Ensure donor and fan engagement in decision-making process

2. Determine demand for new seating options including inventory, pricing and amenities

3. Estimate impact on existing premium sales and pricing

4. Make recommendations on pricing & sales implementation strategies

5. Estimate incremental revenue potential

Study Purpose: evaluate demand and revenue potential for seating options in a renovated FBC Mortgage Stadium

EXECUTIVE SUMMARY KEY FINDINGS

UCF is in a major metropolitan market, one of the largest in the Big 12

The UCF alumni base is more affluent than the market as a whole

The size of UCF’s living alumni base ranks among the top five in the Big 12 and is expected to continue to be a strength as the institution matures

UCF ranks in the bottom third of the Big 12 in terms of revenue generated by premium seating

Joining the Big 12 Conference with a stronger schedule of home opponents presents an opportunity to add additional premium seat offerings and drive additional revenue for Athletics

A key factor in determining the market for additional premium was fan and donor engagement

3,177 online survey responses were collected, representing a base from which to assess demand for new seating with statistical confidence

Initial interest in premium seating among UCF fans and donors was some of the highest among studies previously conducted by Legends

EXECUTIVE SUMMARY RECOMMENDATIONS

RENOVATION PROGRAM RECOMMENDATIONS CURRENT PREMIUM PRICING RECOMMENDATIONS

Stadium Club Seats

Carl Black & Gold Cabana Seats

Field Cabanas

No Price Change Current Price: $1,150 to $1,400

To maintain sell-thru rates in the premium seating areas that will be available outside of the new Roth Tower, and based on the demand for these products within the market as well as conference pricing for similar locations, the following pricing structure is recommended:

Increase Prices 11% to 15% New Price: $775 to $1,000

Increase Prices 25% to 33% New Price: $35,000 to $40,000

1,236 Club Seats

Total Annual Price:

$3,500 per seat

Capital Seat Gift:

$7,000 per seat

Total Annual Price:

$15,000 per table

Capital Seat Gift:

$25,000 per table

Total Annual Price:

$50,000 per suite

Capital Seat Gift:

$75,000 per suite

Total Annual Price:

$70,000 per suite

Capital Seat Gift:

$125,000 per suite

Loge Cabanas

Bay Suites

Luxury Suites

PRODUCT TYPE FOOD &

BEVERAGE

UNITS

SELL-

THROUGH

RATE

ONE-TIME

CAPITAL

SEAT GIFT

AVERAGE

ANNUAL

PRICE

CAPITAL

SEAT GIFT

REVENUE

TOTAL

ANNUAL

REVENUE

Luxury Suites All inclusive 25 90% $125,000 $70,000 $2,813,000 $1,575,000 Bay Suites All inclusive 34 90% $75,000 $50,000 $2,295,000 $1,530,000 Loge Cabanas All inclusive 34 90% $25,000 $15,000 $765,000 $459,000 Club Seats All inclusive 1,236 90% $7,000 $3,500 $7,787,000 $3,893,000

TOTAL 2,180 -- -- $13,660,000 $7,457,000

All-Inclusive Premium Seating Food & Beverage Cost ($731,000) Premium Alcohol Sales Revenue, net $93,000 Naming Opportunities (club lounge) $500,000 Club Lounge Rental Revenue $150,000 Net Incremental Revenue From Re-Pricing Existing Seating (less donation cannibalization) $167,000 Less: Existing Tower Revenue ($3,002,000) Less: Increased Operating Costs ($350,000)

NET INCREMENTAL ANNUAL REVENUE $13,660,000 $4,284,000

Total Funding Potential (30 Years | 5.5% Discount Rate | 1.5x Debt Coverage Ratio) $13,660,000 $55,168,000

PRICING REVENUE

EXECUTIVE SUMMARY FINANCIAL ANALYSIS

$69 M Total Funding

Potential

PROJECT OVERVIEW &

HISTORICAL CONTEXT

STUDY OBJECTIVES

Demand

Desired Amenity Package

Supportable Pricing Structure

Surveys

Market Conditions

Peer Institution Benchmarking

Historical Context

1. Ensure donor and fan engagement in decision-making process

2. Determine demand for new seating options including inventory, pricing and amenities

3. Estimate impact on existing premium sales and pricing

4. Make recommendations on pricing & sales implementation strategies

PROJECT OVERVIEW

1. Re-designed Roth Tower with new premium seating opportunities

2. $88 million project budget funded by County contributions and incremental seating revenues

3. To meet project timelines, the design of the new tower is well advanced

4. Maximize revenue in a sold-out environment

LOGE CABANAS

Location: West Sideline Sellable Inventory: 34 Sell-Thru Rate: 100% Annual Price: $10,000

Amenities:

• Access to 3MG Club

• In-seat wait service

• Access to premium cash bar

• Television for in-game viewing

• Private restrooms

FIELD CABANAS

Location: North/South Endzone Sellable Inventory: 15 Sell-Thru Rate: 100% Annual Price: $27,600 - $30,000

Amenities:

• Access to private lounge

• Private restrooms

• All-inclusive food and beverage

• Snacks and complimentary water

• One battery-operated fan

CURRENT SEAT OFFERINGS

LUXURY SUITES

Location: West Sideline Sellable Inventory: 20 Sell-Thru Rate: 100% Annual Price: $35,000

Amenities:

• Access to Stadium Club

• In-suite catering

• Beverage service

• Private restrooms

CURRENT SEAT OFFERINGS

CARL BLACK & GOLD

CABANA

Location: East Sideline Sellable Inventory: 3,224 Sell-Thru Rate: 100% Annual Price: $675 - $900

Amenities:

• Soft seating and high-top tables and chairs

• Live music prior to kickoff

• Access to premium cash bar

• Access to outdoor, undercover patio space

3MG CLUB

Location: West Sideline Sellable Inventory: 900 Sell-Thru Rate: 98% Annual Price: $2,300

Amenities:

• Access to 3MG Club

• Wider, padded seats located both indoor and outdoor

• Access to premium cash bar

• Private restrooms

STADIUM CLUB

Location: West Sideline Sellable Inventory: 3,343 Sell-Thru Rate: 100% Annual Price: $1,150 - $1,400

Amenities:

• Stadium chairs located outdoors

• Access to Stadium Club with high-top tables and chairs

• Access to premium cash bar

• Private restrooms

PREMIUM SEATING OPTION CURRENT

INVENTORY

ANNUAL

PRICE

SELL-

THROUGH

RATE

POST-

RENOVATION

INVENTORY

Luxury Suites 20 $35,000 100% 59 Field Cabanas 15 $27,600 to $30,000 100% 15 Loge Cabanas 34 $10,000 100% 34 3MG Club Seats 900 $2,300 98% 1,236

TOTAL 1,616 99% 2,436

CURRENT VS PLANNED PREMIUM SEATING

(1)

(1) Includes projected inventory for both traditional suites and bay suites.

SUITES (1) LOGE BOXES CLUB SEATS

Rank School Sellable Inventory

Average Annual Price

Sellable Inventory

Average Annual Price

Sellable Inventory

Average Annual Price

Sellable Inventory

Average Annual Price

Potential Total Annual

Revenue 1 Oklahoma State 99 $63,384 -- -- 3,500 $2,600 -- -- $15,375,000 2 Kansas State 58 $61,983 42 $16,114 3,482 $2,368 -- -- $12,517,000

3 TCU 22 $75,000 48 $14,000 3,450 $2,535 650 $1,200 $11,190,000

4 West Virginia 50 $55,200 -- -- 4,296 $1,350 -- -- $8,560,000 5 Baylor 37 $60,000 79 $12,000 2,928 $1,750 -- -- $8,292,000 6 Kansas (2) 22 $64,500 62 $15,400 2,017 $2,550 390 $1,250 $8,005,000 7 Utah 39 $45,897 44 $15,000 2,235 $2,164 600 $1,000 $7,887,000 8 Iowa State 43 $69,360 5 $7,000 3,542 $1,115 -- -- $6,967,000 9 Colorado 40 $50,000 40 $10,000 3,809 $1,470 -- -- $6,049,000 10 Arizona State 62 $30,000 32 $12,500 1,577 $2,250 -- -- $5,808,000 11 Texas Tech 47 $42,500 32 $12,000 1,070 $2,633 -- -- $5,199,000 12 Houston 26 $35,826 42 $7,150 1,646 $1,600 -- -- $3,865,000

13 UCF 35 $29,026 34 $10,000 900 $2,300 -- -- $3,542,000

14 Cincinnati 7 $37,229 -- -- 1,100 $2,250 -- -- $2,736,000 15 Arizona 10 $38,500 55 $12,520 670 $2,311 -- -- $2,545,000

16 BYU (3) 42 -- -- -- 1,700 $2,250 -- -- --

40 $50,560 43 $11,974 2,370 $2,094 547 $1,150 $7,236,000 Note: excludes Stadium Club and Carl Black & Gold Cabana seating, as these are not reflective of club experiences among peer institutions.

(1) Excludes any Founder's Suite offerings.

(2) Includes inventories and prices from future renovation project.

(3) BYU does not disclose suite prices to the public.

MEMBERSHIPS

BIG 12 AVERAGE

BIG 12 PREMIUM SEATING SUMMARY

BENCHMARKING

TICKET BUYER ORIGINATION CURRENT TICKET BUYERS

19%

<1%

<1%

4%

7%

8%

9%

17%

35%

300+ miles

250-300 miles

200-250 miles

150-200 miles

100-150 miles

50-100 miles

25-50 miles

10-25 miles

< 10 miles

76%

OF TICKET BUYERS RESIDE

WITHIN 150 MILES OF FBC

MORTGAGE STADIUM

25 MILES

10 MILES

Oviedo

Winter Park

Orlando

Oak Ridge

New Eden Kissimmee

Pine HillsOcoee

Apopka Casselberry

Sanford

DeBary

Deltona

Titusville

Mims

Shiloh

Oak Hill

Orange City

St. Cloud

809,000 999,000

1,074,000 1,102,000

1,120,000

1,290,000 1,349,000

1,433,000 1,438,000

1,530,000 1,581,000

1,646,000 1,818,000

1,919,000

2,094,000 2,417,000

Colorado

Kansas

BYU

Utah

Kansas State

Arizona

Arizona State

Cincinnati

TCU

Houston

Oklahoma State

Texas Tech

Baylor

West Virginia

Iowa State

UCF 6

71,646,000 3,223,000

3,306,000 4,188,000

4,744,000 4,993,000

5,601,000

5,662,000 6,449,000

6,743,000 10,708,000

11,503,000 11,511,000

14,325,000

14,501,000 16,358,000

Texas Tech

BYU

Utah

Iowa State

Oklahoma State

Kansas

Kansas State

Colorado

Arizona

Arizona State

Houston

TCU

West Virginia

Cincinnati

UCF

Baylor

MARKET CHARACTERISTICS 150 MILE RADIUS*

85%

ABOVE

AVERAGE

7,841,000

AVERAGE

2nd

RANK

Population Population per Sports Team in

Local Market (1)

12%

ABOVE

AVERAGE

1,476,000

AVERAGE

1st

RANK

Source: ESRI.

*Note: Geographic area reflects majority of current ticket buyers based on an analysis of zip code data provided by Athletics.

(1) Sports teams include all NFL, NBA, MLB, NHL, MLS, and NCAA D1 institutions within the market area.

# of Sports Teams

31.6 31.7

35.4 35.6 35.9 36.4 37.4 37.8 37.8 38.0 38.3 38.7 38.8 39.5

42.5 43.4

BYU

Utah

Houston

Texas Tech

Baylor

TCU

Arizona

Arizona State

Colorado

Kansas State

Oklahoma State

Kansas

Iowa State

Cincinnati

West Virginia

UCF

MARKET CHARACTERISTICS 150 MILE RADIUS

16%

ABOVE

AVERAGE

37.4

AVERAGE

1st

RANK

Median Age

Source: ESRI.

81.7 81.7 87.1 88.3 89.7 91.3 91.7 93.1 94.6 96.2 101.6 103.3 104.2 106.6 110.0 110.5

Kansas

Kansas State

Baylor

Oklahoma State

Texas Tech

West Virginia

Houston

Iowa State

TCU

Cincinnati

Arizona

UCF

Arizona State

BYU

Colorado

Utah

MARKET CHARACTERISTICS 150 MILE RADIUS

$57,765 $59,215 $64,816 $64,920 $65,173 $68,430 $68,669 $69,159 $70,892 $73,151 $75,701 $76,214 $77,956 $83,104 $83,669 $87,357

Oklahoma State

Texas Tech

UCF

Kansas

Cincinnati

Kansas State

West Virginia

Iowa State

Houston

TCU

Arizona State

Arizona

Baylor

Utah

BYU

Colorado

Household Income

10%

BELOW

AVERAGE

$71,637

AVERAGE

14th

RANK

8%

ABOVE

AVERAGE

95.7

AVERAGE

5th

RANK

Cost of Living

Source: ESRI. Source: Council for Community and Economic Research.

1,200 1,350 1,450 1,500 1,650 1,650 1,900 2,000 2,450 2,600 2,800 2,850 5,950 6,300

7,400 11,900

Colorado

Kansas

Arizona

Arizona State

BYU

Utah

Texas Tech

TCU

Houston

UCF

Baylor

Iowa State

Cincinnati

West Virginia

Kansas State

Oklahoma State 3

1,920 4,890 4,980 5,700 6,710 7,330 7,380 8,360

15,550 16,120 17,260

25,220 35,670 36,970 37,700

59,440

Texas Tech

BYU

Utah

Iowa State

Kansas

Arizona

Arizona State

Colorado

UCF

TCU

Houston

Baylor

Oklahoma State

Kansas State

West Virginia

Cincinnati

3%

BELOW

AVERAGE

16,026

AVERAGE

8th

RANK

Corporate Base (1) Corporations per Sports Team in Local Market (2)

24%

BELOW

AVERAGE

3,430

AVERAGE

7th

RANK

Source: Hoovers.

(1) Corporate Base is defined as companies that have 10 or more employees and sales of at least $2.5 million annually and excludes educational, government, membership, nonprofit, and religious organizations.

These thresholds were established to quantify the number of companies that may be in a position to purchase premium seating and naming/donor recognition opportunities at an enhanced FBC Mortgage Stadium.

(2) Sports teams include all NFL, NBA, MLB, NHL, MLS, and NCAA D1 institutions.

# of Sports Teams

MARKET CHARACTERISTICS 150 MILE RADIUS

90,000 120,000

160,000 200,000 200,000 210,000 220,000

250,000 300,000 312,000 340,000

370,000 375,000

450,000 451,000

500,000

TCU

Utah

Baylor

Houston

Kansas State

West Virginia

Texas Tech

Oklahoma State

Arizona

Iowa State

Cincinnati

UCF

Kansas

Colorado

BYU

Arizona State

INSTITUTIONAL CHARACTERISTICS

12,800 19,700 20,800

22,100 23,300 25,200 27,600

30,200 35,300 36,800

40,900 46,700 47,900

53,200 57,100

69,300

TCU

Kansas State

Baylor

West Virginia

BYU

Oklahoma State

Kansas

Iowa State

Utah

Colorado

Texas Tech

Houston

Cincinnati

Arizona

Arizona State

UCF

95%

ABOVE

AVERAGE

35,556

AVERAGE

1st

RANK

Student Enrollment Living Alumni

30%

ABOVE

AVERAGE

284,000

AVERAGE

5th

RANK

Source: Institutional Representatives.

85%

90%

90%

90%

90%

93%

96%

96%

97%

98%

98%

100%

10…