The Authority’s initial series of Bonds were issued in 1991 in the aggregate principal amount of $258,670,000 to pay the costs of acquiring land and constructing thereon an eastward expansion of the Cervantes Convention Center in downtown St.Louis, Missouri, to be used as a multipurpose convention and indoor sports facility. This facility, which opened in November 1995 and is now known as the Edward Jones Dome (the “Dome”), contains approximately 1,710,430 square feet of multipurpose convention and trade show space, including exhibition, meeting, pre-function and registration functions, and an indoor sports facility with 122 luxury suites. The Dome offers 145,000 square feet of exhibition floor space as a separate venue and up to 502,000 contiguous square feet of exhibition space in conjunction with the adjoining Cervantes Convention Center.
The Dome has a capacity of approximately 67,000 seats for viewing football, basketball and other arena-style events. The Dome includes field level, lower deck, suite and club levels and upper deck seating areas. The 122 luxury suites (2,702 seating capacity) and 6,773 club level seats provide direct access to lounge spaces around the Dome. The seating is a combination of fixed, moveable and retractable seats that can be arranged in various configurations depending on the type of event to be viewed. The Dome also includes administrative, concession, kitchen and operations facilities, performers’ and press facilities and other facilities associated with convention and sports arenas.
The Dome is maintained, operated and managed on an integrated basis with the remainder of the America’s Center by the Regional Convention and Visitors Commission, also known as the St. Louis Convention and Visitors Commission, a public body corporate and politic of the State of Missouri (“CVC”). The CVC maintains, operates and manages the Dome pursuant to a 30year lease, which commenced in 1995 and terminates in 2025, among the Authority, the City, the County and the CVC (the “Operating Lease”). Under the Operating Lease, the CVC pays nominal annual rent to the Authority and the CVC has the right to terminate the Operating Lease on relatively short notice depending on certain events. If the Operating Lease were ever terminated, the Authority would either need to operate the Dome itself or retain a third-party manager, which could impact the Authority’s ability to maintain the current level of operations at the Dome if the new management entity cannot provide the same level of service as the CVC.
The CVC maintains, operates and manages the remainder of America’s Center under a separate lease between the City and the CVC. Further information about the CVC is available at the CVC’s website.
The St. Louis Rams Football Partnership (“RAMS”), owner of the St. Louis Rams NFL football team, has certain rights to occupy and use the Dome through March 31, 2025 under an Amended and Restated St. Louis NFL Lease dated January 17, 1995 (the “Lease”) among the RAMS, the CVC and St. Louis NFL Corporation (“SLNFL”). Pursuant to Annex 1 to the Lease dated January 17, 1995 among the RAMS, the CVC, the Authority and SLNFL, the CVC and the Authority have agreed to (1) operate, manage, maintain and repair the Dome to a First Class Standard (as hereinafter defined) at all times during the term of the Lease and (2) cause the Dome to meet the First Tier Standard (as hereinafter defined) on July 31, 2005 and March 1, 2015. “First Class Standard” means that the Dome and each component thereof is to be constructed, operated, maintained and repaired to a first class, superior or excellent standard. “First Tier Standard” means that the Dome and each component thereof must be among the top 25% of all NFL football stadia and NFL football facilities, if such NFL football stadiums and facilities were to be rated or ranked according to the matter sought to be measured.
If the Dome is not maintained to a First Class Standard for 60 days following written notice by the RAMS to the CVC (or 5 days during the NFL season), the RAMS must first attempt to remedy such condition and offset the cost thereof against any obligation it has to the CVC under the Lease, and thereafter may terminate the Lease or convert the Lease to an annual term with the RAMS having successive unilateral annual renewal options thereafter until March 31, 2025. If the Dome does not meet the First Tier Standard on July 31, 2005 and again on March 1, 2015, the RAMS may by written notice to the CVC convert the Lease to an annual term with the RAMS having successive unilateral renewal options thereafter until March 31, 2025.
The CVC and the RAMS have engaged in arbitration regarding the improvements necessary to ensure the Dome meets the First Tier Standard on March 1, 2015. The RAMS sought a series of improvements estimated to cost approximately $800 million to $900 million. In February 2013, an arbitration panel held in favor of the RAMS. The arbitration panel found that, due to several structural deficiencies in the size and dimensions of the Dome (compared to other, newer NFL stadiums), only the improvements suggested by the RAMS will meet the First Tier Standard required by the Lease. A copy of the arbitration panel’s decision is available here.
In July 2013, the CVC announced that it will not commence the improvements proposed by the RAMS and discussed in the arbitration panel’s decision. Accordingly, beginning in March 2015, the Lease may be converted to an annual term with the RAMS having successive unilateral renewal options thereafter as discussed above.