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Background
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| | On September 19, 2019, we completed a private placement of $500 million aggregate principal amount of 4.750% Senior Notes due 2027. On October 8, 2019, we completed a tack-on private placement of an additional $200 million aggregate principal amount of 4.750% Senior Notes due 2027. In total, we issued $700 million aggregate principal amount of old notes in the two private placements. In connection with each offering, we entered into substantially similar registration rights agreements with the initial purchasers of the old notes in which we agreed, among other things, to complete this exchange offer for the old notes. | |
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The Exchange Offer
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| | We are offering, on the terms and conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange up to $700 million aggregate principal amount of exchange notes for an equal principal amount of old notes. Old notes may be tendered only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The exchange notes will be issued promptly after the exchange offer expires. | |
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Expiration of the Exchange Offer; Withdrawal of Tender
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| | The exchange offer will expire at 5:00 p.m., New York City time, on July 10, 2020, or a later date and time to which we may extend it. We will keep the exchange offer open for at least 20 business days (or longer if required by applicable law) after the date we mail notice of the exchange offer to the holders of old notes. We do not currently intend to extend the expiration of the exchange offer. If the exchange offer is amended in a manner determined by us to constitute a material change, including the waiver of a material condition, we will extend the exchange offer to the extent necessary to provide that at least five business days remain in the exchange offer following notice of the material change. You may withdraw your tender of old notes in the exchange offer at any time before the expiration of the exchange offer by following the procedures described under “The Exchange Offer — Withdrawal of Tenders.” Any old notes not accepted for exchange for any reason will be returned without expense to you promptly after the expiration or termination of the exchange offer. | |
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Conditions to the Exchange Offer
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| | Notwithstanding any other provisions of the exchange offer, we will not be required to accept for exchange, or exchange for exchange notes, any old notes, and we may amend, extend or terminate the exchange offer as provided in this prospectus at any time prior to the acceptance of the old notes for exchange if, in our judgment: | |
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•
the exchange offer violates applicable law or any applicable interpretation of the staff of the SEC;
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an action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair our ability to proceed with the exchange offer, or a material adverse development shall have occurred in any existing action or proceeding with respect to us; or
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•
we have not received all governmental approvals that we deem necessary for the consummation of the exchange offer.
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Procedure for Tendering Old Notes
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| | To tender old notes held in book-entry form through The Depository Trust Company (“DTC”), you must transfer your old notes into the exchange agent’s account in accordance with DTC’s Automated Tender Offer Program (“ATOP”) system. In lieu of delivering a letter of transmittal to the exchange agent, a computer-generated message, in which the holder of the old notes acknowledges and agrees to be bound by the terms of the letter of transmittal, must be transmitted by DTC on behalf of a holder and received by the exchange agent before 5:00 p.m., New York City time, on the expiration date. If your old notes are held through a broker, dealer, commercial bank, trust company or other nominee and you want to tender your old notes, you must instruct that intermediary to tender the old notes on your behalf pursuant to the procedures of such intermediary. You should contact your intermediary as soon as possible to give it sufficient time to meet your requested deadline. In all other cases, a letter of transmittal must be manually executed and received by the exchange agent before 5:00 p.m., New York City time, on the expiration date. | |
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Transferability
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| | Under existing interpretations of the Securities Act by the staff of the SEC set forth in several no-action letters issued to third parties, and subject to the immediately following sentence, we believe that the exchange notes will generally be freely transferable by holders after the exchange offer without further compliance with the registration and prospectus delivery requirements of the Securities Act (subject to certain representations required to be made by each holder of old notes, as set forth under “The Exchange Offer — Terms of the Exchange Offer”). However, any holder of old notes who: | |
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is one of our “affiliates” (as defined in Rule 405 under the Securities Act),
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does not acquire the exchange notes in the ordinary course of business,
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distributes, intends to distribute, or has an arrangement or understanding with any person to distribute the exchange notes as part of the exchange offer, or
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is a broker-dealer who purchased old notes from us in the initial offering of the old notes for resale pursuant to Rule 144A or any other available exemption under the Securities Act,
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| | | | will not be able to rely on the interpretations of the staff of the SEC, will not be permitted to tender old notes in the exchange offer and, in the absence of any exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes, unless an exemption is otherwise available. | |
| | | | Each broker-dealer that receives exchange notes for its own account under the exchange offer in exchange for old notes that were acquired by the broker-dealer as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.” | |
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Material United States Federal Income Tax Consequences
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| | The exchange of old notes for exchange notes in the exchange offer will not constitute a taxable exchange for U.S. federal income tax purposes. See “Material United States Federal Income Tax Consequences.” | |
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Consequences of Failure to Exchange
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| | Any old notes that are not tendered in the exchange offer, or that are not accepted in the exchange, will remain subject to the restrictions on transfer. Since the old notes have not been registered under the U.S. federal securities laws, you will not be able to offer or sell the old notes except under an exemption from the requirements of the Securities Act or unless the old notes are registered under the Securities Act. | |
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Use of Proceeds
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| | We will not receive any proceeds from the issuance of the exchange notes pursuant to the exchange offer. | |
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Exchange Agent
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| | U.S. Bank National Association is serving as exchange agent in connection with the exchange offer. The address and telephone number of the exchange agent are listed under the heading “The Exchange Offer — Exchange Agent.” | |
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Audited
For the Years Ended December 31, |
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Unaudited
For the Three Months Ended March 31, |
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2019
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2018
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2017
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2016
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2015
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2020
|
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2019
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Income Statement Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
REVENUES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rooms
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| | | $ | 557,562 | | | | | $ | 454,370 | | | | | $ | 431,768 | | | | | $ | 420,011 | | | | | $ | 404,457 | | | | | $ | 106,128 | | | | | $ | 132,212 | | |
Food and beverage
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| | | | 660,770 | | | | | | 519,843 | | | | | | 483,945 | | | | | | 477,493 | | | | | | 461,157 | | | | | | 145,750 | | | | | | 171,143 | | |
Other hotel revenue
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| | | | 203,114 | | | | | | 153,690 | | | | | | 143,947 | | | | | | 142,139 | | | | | | 128,989 | | | | | | 33,793 | | | | | | 34,155 | | |
Entertainment
|
| | | | 183,120 | | | | | | 147,215 | | | | | | 125,059 | | | | | | 109,564 | | | | | | 97,521 | | | | | | 27,359 | | | | | | 33,265 | | |
Total revenues
|
| | | | 1,604,566 | | | | | | 1,275,118 | | | | | | 1,184,719 | | | | | | 1,149,207 | | | | | | 1,092,124 | | | | | | 313,030 | | | | | | 370,775 | | |
OPERATING EXPENSES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rooms
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| | | | 144,834 | | | | | | 118,060 | | | | | | 112,636 | | | | | | 109,618 | | | | | | 110,067 | | | | | | 32,308 | | | | | | 34,969 | | |
Food and beverage
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| | | | 362,850 | | | | | | 282,906 | | | | | | 269,824 | | | | | | 267,307 | | | | | | 261,580 | | | | | | 83,811 | | | | | | 91,359 | | |
Other hotel expenses
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| | | | 409,883 | | | | | | 339,529 | | | | | | 327,283 | | | | | | 323,320 | | | | | | 313,706 | | | | | | 90,474 | | | | | | 90,939 | | |
Hotel management fees, net
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| | | | 39,608 | | | | | | 30,744 | | | | | | 23,856 | | | | | | 22,194 | | | | | | 14,657 | | | | | | 5,492 | | | | | | 9,756 | | |
Entertainment
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| | | | 126,609 | | | | | | 109,249 | | | | | | 84,513 | | | | | | 74,627 | | | | | | 67,484 | | | | | | 29,346 | | | | | | 25,641 | | |
Corporate
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| | | | 36,282 | | | | | | 30,833 | | | | | | 31,387 | | | | | | 26,883 | | | | | | 26,133 | | | | | | 8,136 | | | | | | 9,004 | | |
Preopening costs
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| | | | 3,122 | | | | | | 4,869 | | | | | | 1,926 | | | | | | — | | | | | | 909 | | | | | | 801 | | | | | | 2,134 | | |
Impairment charges(1)
|
| | | | — | | | | | | 23,783 | | | | | | 35,418 | | | | | | — | | | | | | 19,200 | | | | | | — | | | | | | — | | |
Gain on sale of assets(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,261) | | | | | | — | | |
Credit loss on held-to-maturity securities(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,828 | | | | | | — | | |
Depreciation and amortization:
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hospitality
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| | | | 201,068 | | | | | | 108,779 | | | | | | 102,759 | | | | | | 100,186 | | | | | | 105,876 | | | | | | 49,769 | | | | | | 50,133 | | |
Entertainment
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| | | | 11,150 | | | | | | 10,280 | | | | | | 7,074 | | | | | | 7,034 | | | | | | 5,747 | | | | | | 3,105 | | | | | | 2,479 | | |
Corporate and Other
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| | | | 1,629 | | | | | | 1,817 | | | | | | 2,126 | | | | | | 2,596 | | | | | | 2,760 | | | | | | 471 | | | | | | 397 | | |
Total depreciation and amortization
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| | | | 213,847 | | | | | | 120,876 | | | | | | 111,959 | | | | | | 109,816 | | | | | | 114,383 | | | | | | 53,345 | | | | | | 53,009 | | |
Total operating expenses
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| | | | 1,337,035 | | | | | | 1,060,849 | | | | | | 998,802 | | | | | | 933,765 | | | | | | 928,119 | | | | | | 308,280 | | | | | | 316,811 | | |
OPERATING INCOME: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hospitality
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| | | | 263,203 | | | | | | 247,885 | | | | | | 223,302 | | | | | | 217,018 | | | | | | 188,717 | | | | | | 23,817 | | | | | | 60,354 | | |
Entertainment
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| | | | 45,361 | | | | | | 27,686 | | | | | | 33,472 | | | | | | 27,903 | | | | | | 24,290 | | | | | | (5,092) | | | | | | 5,145 | | |
Corporate and Other
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| | | | (37,911) | | | | | | (32,650) | | | | | | (33,513) | | | | | | (29,479) | | | | | | (28,893) | | | | | | (8,607) | | | | | | (9,401) | | |
Preopening costs
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| | | | (3,122) | | | | | | (4,869) | | | | | | (1,926) | | | | | | — | | | | | | (909) | | | | | | (801) | | | | | | (2,134) | | |
Impairment charges(1)
|
| | | | — | | | | | | (23,783) | | | | | | (35,418) | | | | | | — | | | | | | (19,200) | | | | | | — | | | | | | — | | |
Gain on sale of assets(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,261 | | | | | | — | | |
Credit loss on held-to-maturity securities(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,828) | | | | | | — | | |
Total operating income
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| | | | 267,531 | | | | | | 214,269 | | | | | | 185,917 | | | | | | 215,442 | | | | | | 164,005 | | | | | | 4,750 | | | | | | 53,964 | | |
Interest expense
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| | | | (131,620) | | | | | | (74,961) | | | | | | (66,051) | | | | | | (63,906) | | | | | | (63,901) | | | | | | (29,358) | | | | | | (32,087) | | |
Interest income
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| | | | 11,769 | | | | | | 10,469 | | | | | | 11,818 | | | | | | 11,500 | | | | | | 12,384 | | | | | | 2,371 | | | | | | 2,908 | | |
Loss on extinguishment of debt
|
| | | | (494) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Income (loss) from unconsolidated joint
ventures(4) |
| | | | (1,110) | | | | | | 125,005 | | | | | | (4,402) | | | | | | (2,794) | | | | | | — | | | | | | (1,895) | | | | | | — | | |
Other gains and (losses), net(5)
|
| | | | 693 | | | | | | 1,633 | | | | | | (337) | | | | | | 2,524 | | | | | | (12,832) | | | | | | 195 | | | | | | (141) | | |
Benefit (provision) for income taxes(6)
|
| | | | (18,475) | | | | | | (11,745) | | | | | | 49,155 | | | | | | (3,400) | | | | | | 11,855 | | | | | | (26,799) | | | | | | (1,974) | | |
Net income (loss)
|
| | | | 128,294 | | | | | | 264,670 | | | | | | 176,100 | | | | | | 159,366 | | | | | | 111,511 | | | | | | (50,736) | | | | | | 22,670 | | |
Net loss attributable to noncontrolling interest in
consolidated joint venture(7) |
| | | | 17,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,220 | | | | | | 6,738 | | |
Net income (loss) available to common stockholders
|
| | | $ | 145,794 | | | | | $ | 264,670 | | | | | $ | 176,100 | | | | | $ | 159,366 | | | | | $ | 111,511 | | | | | $ | (46,516) | | | | | $ | 29,408 | | |
Basic income (loss) per share available to common
stockholders |
| | | $ | 2.82 | | | | | $ | 5.16 | | | | | $ | 3.44 | | | | | $ | 3.12 | | | | | $ | 2.18 | | | | | $ | (0.85) | | | | | $ | 0.57 | | |
Diluted income (loss) per share available to common stockholders
|
| | | $ | 2.81 | | | | | $ | 5.14 | | | | | $ | 3.43 | | | | | $ | 3.11 | | | | | $ | 2.16 | | | | | $ | (0.85) | | | | | $ | 0.57 | | |
Dividends declared per Common Share(8)
|
| | | $ | 3.60 | | | | | $ | 3.40 | | | | | $ | 3.20 | | | | | $ | 3.00 | | | | | $ | 2.70 | | | | | $ | 0.95 | | | | | $ | 0.90 | | |
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Audited
As of December 31, |
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Unaudited
As of March 31, |
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2019
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2018
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2017
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2016
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2015
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2020
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2019
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Balance Sheet Data(7): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets
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| | | $ | 4,088,468 | | | | | $ | 3,853,883 | | | | | $ | 2,524,228 | | | | | $ | 2,405,753 | | | | | $ | 2,331,434 | | | | | $ | 4,344,802 | | | | | $ | 3,893,169 | | |
Total debt
|
| | | | 2,559,968 | | | | | | 2,441,895 | | | | | | 1,591,392 | | | | | | 1,502,554 | | | | | | 1,431,710 | | | | | | 2,951,888 | | | | | | 2,485,179 | | |
Total stockholders’ equity
|
| | | | 644,729 | | | | | | 469,577 | | | | | | 378,156 | | | | | | 367,997 | | | | | | 379,562 | | | | | | 560,021 | | | | | | 440,464 | | |
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By Registered, Certified
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By Facsimile
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By Overnight Courier or
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or Regular Mail:
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(eligible institutions only):
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Hand Delivery:
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U.S. Bank National Association
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651-466-7372
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U.S. Bank National Association
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60 Livingston Avenue
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60 Livingston Avenue
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St. Paul, Minnesota 55107
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Telephone Inquiries:
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1st Floor — Bond Drop Window
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Attention: Specialized Finance
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800-934-6802
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St. Paul, Minnesota 55107
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Year
|
| |
Percentage
|
| |||
2022
|
| | | | 103.563% | | |
2023
|
| | | | 102.375% | | |
2024
|
| | | | 101.188% | | |
2025 and thereafter
|
| | | | 100.00% | | |
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