Form U-7D
CERTIFICATE PURSUANT TO RULE 7(D)
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Initial Filing
The undersigned certify that this certificate accurately summarizes, as
required in the instructions hereto, the information requested as to the lease
identified herein and the transactions for the financing thereof.
Preliminary Note
This filing relates to the lease and leaseback of an Undivided Interest in
the Facility, consisting of the Real Property Portion and the Personal Property
Portion of each of Deerhaven Generating Station Unit No. 1, Deerhaven Generating
Station Unit No. 2, and the Common Facilities, and the Site on which such Units
and the Common Facilities are situated, as described in paragraph 5 below.
Pursuant to two lease agreements (the "Head Leases"), the City of Gainesville,
Florida, doing business as Gainesville Regional Utilities (the "City"), has
granted a leasehold interest in the Undivided Interest in Deerhaven Generating
Station Unit No. 1, Deerhaven Generating Station Unit No. 2, the Common
Facilities, and the Site to Wilmington Trust Company, which is acting as trustee
(in this capacity as "Lessor") of one trust estate created under a trust
agreement (the "Trust Agreement") for the benefit of the equity investor, BNY
Gator L.L.C. A portion of the rent under the Head Leases was paid on the closing
date of the transaction, with another installment of rent under each Head Lease
due after the expiration of the terms of the Head Leases. Simultaneously with
the execution of the Head Leases, the Lessor leased its Undivided Interest in
the Facility to the City for approximately 19.997 years (the "Lease").
1. Lessee public-utility company: Gainesville Regional Utilities
Address: 301 S.E. 4th Avenue
Gainesville, Florida 32601
2. Date: The Lease Agreement from the Lessor to the City was entered into
on December 10, 1998.
2a. Expected date facility will be placed in service: The facility was
in service on the commencement date of the term of the Lease.
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3. Regulatory authority which has acted on transaction:
Name: The City Commission of the City of Gainesville, Florida
Date of order: November 30, 1998
Name: Securities and Exchange Commission ("SEC")
Date of Order: SEC no-action letter, dated November 30, 1998
addressed to Robert B. Michel concerning certain aspects of
Rule 7-D requirements.
4. Initial term of lease: The Lease from the Lessor to the City commenced
on December 10, 1998 and expires on December 9, 2018 (approximately
19.997 years).
4a. Renewal options: Assuming the Lessee does not exercise its
option to purchase the Undivided Interest under the lease at
the end of the initial term, the Lease may be subject to
renewal by the Lessor for a fixed term expiring on December 9,
2030 (a renewal period of approximately 12 years).
5. Brief description of the facility: This filing relates to the lease and
leaseback financing transaction by the City of Gainesville, Florida,
doing business as Gainesville Regional Utilities, a public utility
system owned and operated by the City, of an Undivided Interest
consisting of (i) 100% of the City's interest in Deerhaven Generating
Station Unit No. 1, a conventional gas and oil fueled steam electric
generating unit; (ii) 92.7258% of the City's interest in Deerhaven
Generating Station Unit No. 2, a coal fueled steam electric generating
unit; (iii) 92.7258% of the City's interest in Common Facilities used
in the operation of Unit No. 1 and Unit No 2; and (iv) 100% of the
City's interest in the Site on which Unit No. 1, Unit No. 2, and the
Common Facilities are situated.
6. Manufacturer or supplier: Various manufacturers and suppliers
consisting of the following were responsible for the design and
construction of Unit No. 1, Unit No. 2, the Common Facilities, and the
Site:
Westinghouse Electric Corporation
Nash Engineering Company
Marley Cooling Tower Company
Baldwin-Lima-Hamilton Corporation
Babcock & Wilcox Company
Forney Engineering Company
Buffalo Forge Company
Air Preheater Company
Diamond Power Specialty Company
Bailey Controls Company
Borg Warner Corp. - Byron Jackson Pump Div.
Ecodyne Corp, Graver Water Division
Dresser Industries Pacific Pump Division
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Yuba Industries, General Electric
Spectrum Systems, Inc.
Foster Wheeler Energy Corporation
Transamerica Delaval, Inc.
Riley Stoker Corporation Stock Equipment Company
Clarage Corporation
Hydro Dyne, Inc.
Mid West Conveyer Co.
Research Cottrell, Inc.
United Conveyor Corp.
Gould, Inc.
Resource conservation Co.
Stork Bowen Engineering, Inc.
Envirotech Corporation - Emico Process Machinery
Permutit Company
7. Cost to Lessor under the Head Leases: $277,000,907, which represents
the approximate aggregate present value of the installments of rent
payable under the Head Leases.
8. Basic rent. Initial term: (See Schedule 1)
8a. Periodic installment. Amount: (See Schedule 1)
9. Holder of legal title to facility: The City of Gainesville, Florida
Holder of the long-term leasehold interest in the Undivided Interest
under the Head Leases:
Wilmington Trust Company
Address: Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
10. Holder of beneficial interest in the long-term leasehold interest in
the Undivided Interest:
Name and Address Amount invested Percent of equity
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BNY Gator LLC $107,990,949 100.00%
c/o BNY Capital Funding LLC (excluding transaction
1290 Avenue of the Americas expenses and excluding
New York, New York 10104 the proceeds of the loan
described below)
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11. If part or all of the financing is supplied by loan on which only
principal and interest is payable, state: The amount borrowed is
$141,134,398.89. The interest rate is 6.13% per annum, compounded
semi-annually. There is one lender. The interest and terms of repayment
(amount and period) are shown on Schedule 2.
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Signature of Holder of Undivided Interest leased to lessee:
WILMINGTON TRUST COMPANY,
not in its individual capacity, but solely in
its capacity as trustee under the Trust
Agreement.
/s/W. Chris Sponenberg
-------------------------------------, by
Name: W. Chris Sponenberg
Title: Assistant Vice President
Signature of Holder of beneficial interest:
BNY GATOR LLC
/s/Barbara J. Dering
-------------------------------------, by
Name: Barbara J. Dering
Title: Vice President
Date executed: January 8, 1999
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