Nothing about the tortured financial and legal tangles of the Vadnais Sports Center has been easy. And the 2 1/2-hour court hearing Monday that will likely determine its future ownership was no exception.
While Ramsey County has bid to acquire the venue for $10.55 million, some bondholders who put up the $26 million to build the sports complex four years ago and who could lose 60 to 70 percent or more of their investment are fighting the plan.
Raymond Zimmermann, a financial adviser from Hutchinson, said in court Monday that he opposes the sale because his clients, many of them elderly investors who entrusted their retirement savings with what appeared to be a city-backed bond investment, deserve a chance to get more money back by hanging onto the building and seeing that it is managed more efficiently.
“It’s going to be that much harder for the bondholders to get full recovery,” if it’s sold now, Zimmermann said. “At this point, the bondholders are giving a gift to Ramsey County.”
But Michael Fisco, an attorney for U.S. Bank, the trustee for the bondholders, said the vast majority of bondholders support the sale. As trustee, he said, selling to the county is the most financially responsible decision that can be made on the bondholders’ behalf. Passing up the county’s straight cash offer would be a mistake, he said.
“We’re going to be back here in a fire sale — that’s what we’re concerned about,” Fisco said.
Fisco asked Referee Joel Olson of the Ramsey County Probate Court to split the complex bond transaction into two parts. First, he asked the court to approve the sale of the Sports Center to the county. Second, he asked the court to deal later with resolving an array of legal claims and cross-claims involving the complex, with its 100,000-square-foot domed fieldhouse and two indoor ice rinks.
Those claims include a recent lawsuit filed by Roseville contractor Carlson-Lavine Inc. over unpaid bills of more than $136,000 for labor and materials for building improvements. They also could include bondholder lawsuits.
In one of several heated exchanges in the often-tense hearing, Bryan Hansen, an attorney whose family had owned the land on which the complex was built and a vehement opponent of the sale to Ramsey County, told Olson “U.S. Bank will be the first defendant.”
Hansen said he and other bondholders have been frustrated with what he called the bank’s refusal to disclose information to bondholders and the court. Hansen also said he’s been muzzled by U.S. Bank during several conference calls discussing the sale with bondholders. The court doesn’t have the information it needs to make a decision, he said. “It would be a coin-toss at best.”
Fisco rejected Hansen’s claims, saying the bank has complied with the law in disclosing information.
Bondholders believed their investment was backed by the city of Vadnais Heights, Zimmermann told the judge. And even though a minority are fighting the sale, their view “might change if the bondholders realize they’re going to get 40 cents on the dollar,” he said.
The bonds were issued through the Vadnais Heights Economic Development Authority. But while they carried the solid cachet of a municipal bond — typically a conservative, secure investment — they were actually revenue bonds issued through a “conduit financing” arrangement.
Under conduit financing, a government entity can issue such debt on behalf of a nonprofit organization, in this case, a Deephaven-based nonprofit firm called Community Facility Partners. The firm, not the city, defaulted on the bonds when revenues — based on overly optimistic projections — failed to cover the cost of repaying the bonds and operating the sports center.
In February 2012, the “AA”-rated bonds were being sold at $109 each; just six months later, the rating had slipped to “CC,” and the price was $34 each. The price on Monday was $39 apiece amid brisk trading activity as speculation about the sale increased.
Olson did not make a decision on the sale Monday. Instead, he directed the opposing bondholders to present more evidence backing their arguments.
Another hearing is tentatively set for April 28, but the clock is ticking on the county’s offer. U.S. Bank had hoped to present the draft purchase agreement to the county next Monday and close the sale by the end of June.
Jim Kallstrom, a bondholder who supports the sale, pointed out that it’s hard for any ice arena to make money.
“This is probably the best option for recovery,” he told the judge. “If this offer goes by the wayside, who knows what’s going to happen next?”