NOTICE OF INTENT TO SELL BONDS
Upon not less than twenty-four (24) hours’ notice given by telephone or E-Mail by Baker Tilly Municipal Advisors, LLC (the “Municipal Advisor”), as designee for the Building Corporation of Jay Schools (“Issuer”), the Issuer will receive by mail at the offices of the Municipal Advisor, 9229 Delegates Row, Suite 400, Indianapolis, Indiana 46240, and consider bids for the purchase of the following described bonds (or in the alternative, bids may be submitted via “PARITY” or via E-Mail at bids@bakertilly.com). Any person interested in submitting a bid for the bonds must furnish in writing to the Issuer, c/o its Municipal Advisor, at the aforementioned address or email address, on or before 11:30 a.m. (Eastern Daylight Time) on October 20, 2025, the person’s name, address, and telephone number and if desired, E-Mail address. The Issuer’s representative or its designee will notify (or cause to be notified) each person so registered of the date and time bids will be received not less than twenty-four (24) hours before the date and time of sale. The notification shall be made by telephone at the number furnished by such person and also by e-mail, if an E-Mail has been received. The sale is expected to take place on or about 11:30 a.m. (Eastern Daylight Time) on October 21, 2025.
At the time designated for the sale, the Issuer will receive and consider bids for the purchase of the bonds of the Issuer designated as “Building Corporation of Jay Schools First Mortgage Bonds, Series 2025”, in the principal amount of $18,285,000* (the “Bonds”). Each bid must be for not less than all of the Bonds described herein. Bidders must bid a minimum purchase price of 99.5% of the face amount of the Bonds. The Bonds will bear interest at a rate or rates not to exceed 5.5% per annum (the exact interest rate or rates will be determined by bidding). All Bonds maturing on the same date shall bear the same rate. Interest will be calculated on a 30/360-day basis and will be payable on July 15, 2026, and semiannually thereafter on January 15 and July 15 of each year. Said Bonds will be dated the date of delivery, will be in the denominations of $5,000 or integral multiples thereof and will mature semiannually on January 15 and July 15 on the dates and in the amounts* as follows:
Date* Amount* Date* Amount*
July 15, 2028 $ 15,000 January 15, 2037 $630,000
January 15, 2029 15,000 July 15, 2037 645,000
July 15, 2029 30,000 January 15, 2038 665,000
January 15, 2030 35,000 July 15, 2038 680,000
July 15, 2030 35,000 January 15, 2039 695,000
January 15, 2031 35,000 July 15, 2039 710,000
July 15, 2031 200,000 January 15, 2040 735,000
January 15, 2032 205,000 July 15, 2040 750,000
July 15, 2032 275,000 January 15, 2041 765,000
January 15, 2033 280,000 July 15, 2041 790,000
July 15, 2033 530,000 January 15, 2042 805,000
January 15, 2034 545,000 July 15, 2042 825,000
July 15, 2034 560,000 January 15, 2043 850,000
January 15, 2035 570,000 July 15, 2043 870,000
July 15, 2035 585,000 January 15, 2044 890,000
January 15, 2036 600,000 July 15, 2044 915,000
July 15, 2036 615,000 January 15, 2045 935,000
*Preliminary, subject to change. The Issuer reserves the right to modify the amounts above following the sale of the Bonds to achieve the financial objectives of the Issuer.
All or a portion of the Bonds may be issued as one or more term bonds, upon election of the successful bidder. Such term bonds shall have a stated maturity or maturities as determined by the successful bidder. The term bonds shall be subject to mandatory sinking fund redemption and final payment(s) at maturity at 100% of the principal amount thereof, plus accrued interest to the redemption date, on dates consistent with the above schedule.
At the request of the successful bidder, the Bonds may be issued as fully registered Bonds in book entry only form, registered in the name of CEDE & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”). In such case, the successful bidder is expected to apply to DTC to make such Bonds depository eligible.
The Bonds maturing on or after January 15, 2036 are redeemable prior to maturity at the option of the Issuer in whole or in part in any order of maturity as determined by the Issuer and by lot within maturities, on any date not earlier than July 15, 2035, at face value plus accrued interest to the date fixed for redemption and without any redemption premium.
Principal is payable at the office of The Bank of New York Mellon Trust Company, N.A., as registrar and paying agent. Interest shall be paid by check mailed to the registered owners or by wire transfer to depositories.
Each bid must be for all of said Bonds and must state the rate or rates of interest in multiples of 1/8 or 1/100 of 1%. Any bids specifying two or more interest rates shall also specify the amount and maturities of the Bonds bearing each rate, but all Bonds maturing on the same date shall bear the same single interest rate. The award will be made to the bidder complying with the terms of sale and offering the lowest true interest cost to the Issuer. The true interest cost rate is the rate which when used to compute the total present value as of the date of delivery of the Bonds of all debt service payments on the Bonds on the basis of semiannual compounding, produces an amount equal to the sum of the par value of the Bonds minus any premium bid plus any discount. No conditional bid or bid for less than 99.5% of the face value of said Bonds will be considered. The right is reserved to reject any and all bids. If no satisfactory bids are received at the time and on the date fixed for the sale, the sale may be continued from day to day thereafter without further advertisement for a period of thirty (30) days, during which time no bid which provides a higher net interest cost to the Issuer than the best bid received at the time of the advertised sale will be considered.
Each bid must be on a customary bid form addressed to the Issuer’s representative and marked “Building Corporation of Jay Schools First Mortgage Bonds, Series 2025.” The winning bidder must submit a good faith deposit equal to one percent (1%) of the aggregate principal amount of the Bonds issued in the form of a certified or cashier’s check, financial surety bond or wire transfer no later than 3:30 p.m. (E.D.T.) on the business day following the award. If a check is submitted, the check shall be drawn on a bank or trust company which is insured by the Federal Deposit Insurance Corporation. In either case, the deposit shall be payable to the “Building Corporation of Jay Schools” and shall be held as a guaranty of the performance of the bid if the same be accepted, or immediately returned if the bid is not accepted. If a financial surety bond is used, it must be from an insurance company licensed to issue such bond in the State of Indiana, and such bond must be submitted to the Issuer prior to the opening of the bids. The financial surety bond must identify each bidder whose good faith deposit is guaranteed by such financial surety bond. No interest on the deposit will accrue to the purchaser. The deposit will be applied to the purchase price of the Bonds. The successful bidder will be required to make payment for such Bonds in Federal Reserve funds or other immediately available funds and accept delivery of the Bonds through the facility of DTC within five (5) days after being notified that the Bonds are ready for delivery. It is anticipated that the Bonds will be ready for delivery within thirty (30) days of the sale date, and if not ready for delivery within forty-five (45) days after the sale date, the purchaser shall be entitled to rescind the sale and obtain the return of the good faith deposit. The successful bidder will be required to assist the Issuer in establishing
the issue price of the Bonds and shall execute and deliver to the Issuer at closing an “issue price” or similar certificate setting forth the reasonably expected initial offering price to the public or the sales price or prices of the Bonds, together with the supporting pricing wires or equivalent communications, with such modifications as may be appropriate or necessary, in the reasonable judgement of the successful bidder, the Issuer and Bond Counsel. Additional information regarding the establishment of the issue price is set forth in the hereinafter described Official Statement relating to the Bonds. The opinion of Krieg DeVault LLP, Bond Counsel, of Indianapolis, Indiana, approving the legality of said Bonds, together with a transcript of the bond proceedings, and closing certificates in the usual form showing no litigation, will be furnished to the successful bidder at the expense of the Issuer.
Bids may be submitted electronically via PARITY in accordance with this notice until the time fixed for the sale, but no bid will be received after such time. To the extent any instructions or directions set forth in PARITY conflict with this notice, the terms of this notice shall control. For further information about PARITY, potential bidders may contact the Municipal Advisor at the address set forth herein, or may contact i-Deal LLC at 1539 Broadway, 2nd Floor, New York, New York 10018 (phone: 212-849-5021).
If a potential bidder has questions related to the Issuer, the financing or submission of bids, questions should be submitted by email to the addresses above no later than 11:00 a.m. (Indianapolis Time) on October 17, 2025. To the best of the Issuer’s ability, all questions will be addressed by or on behalf of the Issuer and sent to potential bidders, including any bidders requesting 24 hours’ notice of sale, no later than 5:00 p.m. (Indianapolis Time) on October 20, 2025. Additionally, upon request, the written responses will be emailed to any other interested bidder. Bidders should review this notice as well as the Preliminary Official Statement and submit any questions in advance of this deadline to submit questions.
It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto shall constitute cause for failure or refusal by the successful bidder therefor to accept delivery of and pay for the Bonds in accordance with the terms of its bid. No CUSIP identification number shall be deemed to be a part of any Bond or a part of the contract evidenced thereby, and no liability shall hereafter attach to the Issuer or any of its officers or agents because of or on account of such numbers. All expenses in relation to the printing of CUSIP identification numbers on the Bonds shall be paid for by the Issuer; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the successful bidder. The successful bidder will also be responsible for any other fees or expenses it incurs in connection with the resale of the Bonds, including any charges in connection with DTC.
The Bonds are being issued under the provisions of Indiana Code 20-47-3 for the purpose of providing funds for (a) various proposed improvements to the Jay County Jr-Sr High School building and athletic grounds, including, but not limited to, the following: (i) certain architectural and school safety improvements including, but not limited to, roofing, security upgrades, sidewalk and masonry repairs; (ii) certain functional improvements including, but not limited to, updating the former TV studio, band and choir rooms, wrestling rooms and kitchen; (iii) certain mechanical improvements including, but not limited to, replacing the pool dehumidification unit, water mains and building HVAC controls; (iv) certain electrical improvements including, but not limited to, the replacement of the main electrical switchgear and related panels; (v) certain outdoor athletic improvements including, but not limited to, a rebuilt tennis court, a rebuilt track, and upgrades to extend the useful life of the football stadium and baseball dugouts; and (vi) other related acquisitions (including real property if desired), improvements, upgrades, equipping, and renovations in connection therewith ((i) through (vi) collectively, the “Project”); and (b) costs of issuance of the Bonds.
The Bonds will be secured pursuant to the terms of a Trust Indenture dated as of July 8, 2015, as supplemented by a First Supplemental Trust Indenture dated as of September 1, 2019, as further supplemented by a Second Supplemental Trust Indenture dated as of March 1, 2021, as further supplemented by a Third Supplemental Trust Indenture dated as of May 1, 2023, and as further supplemented by a Fourth Supplemental Trust Indenture to be dated the first day of the month in which the Bonds are delivered, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (as supplemented, the “Indenture”), and are payable from lease rental payments under a Lease Agreement dated as of November 15, 2005, as amended by an Amendment to Lease dated as of April 10, 2006, as further amended by an Amendment to Lease dated as of July 8, 2015, as further amended by an Amendment to Lease date as of April 24, 2018, as further amended by an Amendment of Lease dated as of February 13, 2023, as further amended by an Amendment to Lease dated as of July 29, 2025 (as amended to date, the “Lease”), between the Issuer and the Jay School Corporation (the “School Corporation”). Lease rental payments under the Lease are payable by the School Corporation to the Issuer from ad valorem taxes to be levied and collected on all taxable property within the School Corporation. The Bonds are additionally secured by a first mortgage lien on the leased premises described in the Lease. The Bonds are secured under the Indenture on a parity with the Issuer’s (i) Ad Valorem Property Tax First Mortgage Refunding Bonds, Series 2015, (ii) Ad Valorem Property Tax First Mortgage Bonds, Series 2021A, and (iii) Ad Valorem Property Tax First Mortgage Bonds, Series 2023.
In the opinion of Bond Counsel, under the federal statutes, decisions, regulations and rulings existing on this date, the interest on the Bonds is excludable from gross income for purposes of federal income taxation, and is exempt from all taxation in the State of Indiana, except for estate and franchise taxes.
If necessary in order to assist bidders in complying with Securities and Exchange Commission Rule 15c2-12 (the “Rule”), as in effect on the date of delivery of the Bonds, the School Corporation will enter into a Continuing Disclosure Undertaking Agreement. A form of this Continuing Disclosure Undertaking Agreement is available upon request from the Municipal Advisor.
The Issuer has prepared a Preliminary Official Statement relating to the Bonds which it deems to be nearly final. A copy of the Preliminary Official Statement may be obtained from the Municipal Advisor. Information concerning the Issuer may be obtained from the Municipal Advisor.
Within seven (7) business days of the sale, the Issuer will provide the successful bidder with up to 10 copies of the final Official Statement at the Issuer’s expense and such additional copies as may be requested, within five (5) business days of the sale, by the successful bidder at the expense of the successful bidder. Inquiries concerning matters contained in the Preliminary Official Statement must be made and pricing and other information necessary to complete the final Official Statement must be submitted by the successful bidder within two (2) business days following the sale to be included in the final Official Statement.
Dated this 26th day of September, 2025.
/s/ Philip Frantz
Secretary, Board of Directors
Building Corporation of Jay Schools
INI-10/01,10/08/2025 11703275 hspaxlp