6-2-2017
June 2, 2017

VOLUNTARY NOTICE TO HOLDERS OF INDIANA FINANCE AUTHORITY
TAX-EXEMPT PRIVATE ACTIVITY BONDS (I-69 SECTION 5 PROJECT),
SERIES 2014 (THE “BONDS”)

CUSIP NUMBERS 45506DLJ2; 45506DLK9; 45506DLL7; 45506DLM5;
45506DLN3; 45506DLP8; 45506DLQ6; 45506DLS2; and 45506DLR41

NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION. IF APPLICABLE,
ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING
THIS NOTICE ARE REQUESTED TO EXPEDITE RETRANSMITTAL TO
BENEFICIAL OWNERS OF THE BONDS REFERENCED ABOVE IN A TIMELY
MANNER.

The Indiana Finance Authority (“IFA”) has previously entered into a Continuing
Disclosure Agreement dated as of July 23, 2014 with respect to the Bonds. The IFA has
previously entered a Nondisclosure Agreement ("NDA") with certain bondholders, which was
executed for the purpose of determining if an agreement can be secured between IFA and the
holders of a sufficient principal amount of the Bonds. The NDA has expired as of 3:00 p.m.
(Eastern) on June 2, 2007. The NDA provided that upon termination of the NDA, IFA will
disclose to the market on EMMA certain information that was provided to bondholders under the
NDA. In connection with this voluntary notice, IFA makes no determination that such
information is material non-public information or that such information is relevant to holders of
the Bonds or prospective holders of the Bonds.
Specifically, IFA provided the following information:
1. IFA provided a summary of IFA's computation of estimated costs to complete the I69 Section 5 Project (“Project”) described in the Public Private Agreement (“PPA”)
between IFA and the I-69 Development Partners (“Developer”), which Project was
financed in part by the Bonds. Such summary was prepared in anticipation of IFA
potentially exercising its step-in rights to address a Developer Default (as defined in

 the PPA). The summary is set forth in the attached. As of the filing of this notice, no
Developer Default has been declared.
2. IFA provided to bondholders, at their request, a bond pricing evaluation by IFA's
consultant on which IFA's negotiation position was based.
3. IFA referred bondholders to publically available information regarding projected
costs for O&M, lifecycle and insurance that was submitted by Developer as part of its
proposal for the Project (available on IFA's website via the following link:
http://www.in.gov/ifa/files/Exhibit_2-I_Cost_Tables_Redacted.pdf), which projection
does not include sales and use taxes for O&M and lifecycle costs.
4. IFA advised that, although there has been no agreed change to the Baseline
Substantial Completion Date or Long Stop Date set forth in the PPA, IFA currently
assumes Substantial Completion can be achieved by August 31, 2018.
Per IFA’s analysis, under certain circumstances, the PPA would permit IFA to undertake
certain actions that may produce a recovery to holders of the Bonds a recovery of less than the
principal amount. However, in order to secure control of the completion of the Project by IFA
and resolve outstanding issues, IFA has sought to negotiate a settlement with the holders of the
Bonds, over a period of several days, pursuant to which IFA would redeem the Bonds by paying
termination compensation under the PPA. Upon a negotiated settlement, the funding of such
termination compensation amount would be provided from the proceeds of bonds that would be
expected to be issued by IFA by September 1, 2017. IFA's most recent offer was an amount
equal to the sum of: the principal amount of all Bonds, plus accrued interest to the redemption
date, plus release of the debt service reserve amount (approximately $6.2 million), less all other
unspent Bond proceeds (approximately $30 million), subject to agreement on other terms. As of
the expiration of the NDA, negotiations have not resulted in an agreement.

 I69 Section 5 - Estimated Cost to Complete

Total to Complete
$
96,000,000
$
31,000,000
$
14,000,000
$
4,300,000
$
5,800,000
$
5,800,000
$
14,985,000
$
5,000,000
$
1,400,000
$
8,500,000

Earthworks & Drainage & Roadway
Structures
MOT, signing, lighting, etc.
Environmental
Utilities
Mobilization/Demobilization
OMMC-Project Office-G&A
Engineering
PI/DBE
Construction Manager/DB/Profit

$
$
$

Subcontractor Claims & Contingency
Total Estimated Cost to Complete
Remaining sources of funds
PABS proceeds
Equity
Milestone 5
Unpaid portion of Milestone 4
Subtotal
Estimate of sum required to complete construction and
resolve claims

186,785,000
50,000,000
236,785,000

36,000,000
4,000,000
20,000,000
12,000,000
72,000,000
$

164,785,000