Notice of Public Hearing

FRANKFORT, Ky. (Feb. 14, 2025) - Notice is hereby given that the undersigned, on behalf of the Kentucky Economic Development Finance Authority (the “Authority”), will conduct a public hearing at 10:30 a.m. Eastern Time, on February 24, 2025, through both in person attendance and video conference, regarding the proposed issuance by the Authority of its Variable Rate Demand Revenue Bonds (Goodwill Industries of Kentucky, Inc. Project), Series 2025, in one or more series (the “Bonds”) in an aggregate principal amount not to exceed $45,000,000 for the benefit of Goodwill Industries of Kentucky, Inc. (the “Borrower”), a Kentucky nonprofit 501(c)(3) corporation.  The primary location for the hearing will be in the 5^th floor conference room of the Mayo-Underwood Building, 500 Mero Street, Frankfort, Kentucky, 40601. While participants, media and members of the general public may attend the hearing in person at the primary location, space is limited and attendees are encouraged to join the hearing virtually and can access the video teleconference at the link provided below.

The proceeds of the Bonds are expected to be used to (i) finance (a) the costs of or reimburse the Borrower for the acquisition, construction, improvement and equipping of attended donation centers, retail stores and outlets, opportunity centers and career centers in the maximum stated principal amount at each of the below locations within the Commonwealth of Kentucky (the “New Money Project”) as noted below to be owned and operated by Borrower (collectively, such portion of the Bonds, the “New Money Bonds”); (b) the costs of refunding all of the City of Lyndon, Kentucky Industrial Building Revenue Bond, Series 2013 (Goodwill Industries of Kentucky, Inc. Project) which refunded (I) all of the Kentucky Economic Development Finance Authority (“KEDFA”) Adjustable Rate Industrial Building Revenue Bonds, Series 2007 (Goodwill Industries of Kentucky, Inc. Project) (the “Series 2007 Bonds”) which were used to finance the costs of the construction and installation of land, buildings, and equipment at various locations within the Commonwealth of Kentucky in the maximum stated principal amount at each of the below locations within the Commonwealth of Kentucky (the “Refunded 2007 Project”) as noted below which were, and will be, owned and operated by the Borrower and (II) all of the KEDFA Industrial Building Revenue Note, Series 2010 (Goodwill Industries of Kentucky, Inc. Project) (the “2010 Note”) which were used to (A) relocate and expand Borrower’s corporate offices, a district office and existing donation centers, and establish new donation centers, within the Commonwealth of Kentucky in the maximum stated principal amount at each of the below locations within the Commonwealth of Kentucky (the “Refunded 2010 Project”) as noted below which were, and will be, except as otherwise noted, owned and operated by the Borrower and (B) refund all of the KEDFA Adjustable Rate Industrial Building Revenue Bonds, Series 2003 (Goodwill Industries of Kentucky, Inc. Project) (the “Series 2003 Bonds”) which were used to (1) acquire, construct and install land, building and equipment at each of the below locations within the Commonwealth of Kentucky (the “Refunded 2003 Project”) as noted below which were, and will be, except as otherwise noted, owned and operated by the Borrower, (2) currently refund KEDFA’s Adjustable Rate Industrial Building Revenue Bonds, Series 1996 (Goodwill Industries of Kentucky, Inc. Project) (the “Series 1996 Bonds”) which were used to acquire, construct and install land, building and equipment as facilities for the collection, processing, distribution and retail sale of used clothing, household goods and other merchandise within the Commonwealth of Kentucky in the maximum stated principal amount at each of the below locations within the Commonwealth of Kentucky (the “Refunded 1996 Project”) as noted below which were, and will be, except as otherwise noted, owned and operated by the Borrower and (3) currently refund KEDFA’s Adjustable Rate Industrial Building Revenue Bonds, Series 1997 (Goodwill Industries of Kentucky, Inc. Project) (the “Series 1997 Bonds”) which were used to acquire, construct and install land, building and equipment for the collection, processing, distribution and retail sale of used clothing, household goods and other merchandise within the Commonwealth of Kentucky in the maximum stated principal amount at each of the below locations within the Commonwealth of Kentucky (the “Refunded 1997 Project”) as noted below which were, and will be, owned and operated by the Borrower; (c) the costs of refunding all of the taxable Truist Bank line of credit (the “Taxable Line of Credit”) in an amount not to exceed $6,026,322 that financed the acquisition, construction improvement and equipping of attended donation centers, retail stores and outlets and career centers in the maximum stated principal amount at each of the below locations within the Commonwealth of Kentucky (the “Refunded Taxable Line of Credit Project”) as noted below which were and will be owned and operated by Borrower; (d) the costs of refunding all of that certain Promissory Note, dated July 31, 2024, made by the Borrower to Truist Bank (the “Taxable Promissory Note”) in an amount not to exceed $9,015,170 that financed the acquisition, construction improvement and equipping of attended donation centers, retail stores and outlets and career centers in the maximum stated principal amount at each of the below locations within the Commonwealth of Kentucky (the “Refunded Promissory Note Project” and together with the New Money Project and the Refunded Taxable Line of Credit Project, the “New Projects”); (ii) pay capitalized interest on the Bonds, if applicable; and (iii) pay costs of issuance of the Bonds. The Bonds will be qualified 501(c)(3) bonds as defined in Section 145 of the Internal Revenue Code of 1986, as amended, for the purposes described in the paragraph above.

+ As of the date of this notice, the amounts represented are the maximum amounts of the New Money Bonds and the Taxable Promissory Note that will be spent on this facility.  The amount of New Money Bonds and the Taxable Promissory Note actually spent on this facility are inversely related and will vary depending upon when the Bonds are issued.

* As of the date of this notice, facility is not owned and/or operated by the Borrower.

The aggregate principal amount of the Bonds will not exceed $45,000,000. THE BONDS SHALL NOT REPRESENT OR CONSTITUTE A DEBT OR PLEDGE OF THE FAITH AND CREDIT OR THE TAXING POWER OF THE COMMONWEALTH OF KENTUCKY, ANY POLITICAL AGENCY OR SUBDIVISION THEREOF OR THE AUTHORITY.

The Authority will conduct this hearing in person and telephonically in accordance with Revenue Procedure 2022-20. Interested persons are invited to express their views concerning the proposed issuance of the Bonds in one of three ways: (1) by participating in the Public Hearing in person at the location identified above; (2) by participating in the Public Hearing by videoconference or teleconference through (a) a remote conferencing service (at no cost) by clicking on the following link: https://us02web.zoom.us/s/84227579818, which will provide instructions to participate in the Public Hearing, or (b)  the following toll-free telephone number: 877-853-5257 or 833-928-4608, using Meeting ID: 842 2757 9818 or (3) written comments may also be given by submitting them to Katie Smith, by calling her at (502) 782-1987, by emailing her at Katie.Smith@ky.gov or by writing her in care of Kentucky Economic Development Finance Authority, Mayo-Underwood Building, 500 Mero Street, 5^th Floor, Frankfort, Kentucky, 40601, before the Public Hearing.

Dated: February 14, 2025

KENTUCKY ECONOMIC DEVELOPMENT FINANCE AUTHORITY

/s/ Katie Smith
Deputy Secretary and Commissioner
Cabinet for Economic Development

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