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21092 1 ORDINANCE NO. 21,092 2 3 AN ORDINANCE TO AUTHORIZE THE ISSUANCE OF INDUSTRIAL 4 DEVELOPMENT REVENUE BONDS UNDER THE MUNICIPALITIES 5 AND COUNTIES INDUSTRIAL DEVELOPMENT REVENUE BOND 6 LAW FOR THE PURPOSE OF REFUNDING BONDS PREVIOUSLY 7 ISSUED THEREUNDER (THE PARTICULAR INDUSTRIAL PROJECT 8 IS DESCRIBED IN THE ORDINANCE); TO AUTHORIZE THE SALE OF 9 THE BONDS AND THE APPROVAL OF A BOND PURCHASE 10 AGREEMENT IN CONNECTION THEREWITH; TO AUTHORIZE THE 11 EXECUTION AND DELIVERY OF A FOURTH SUPPLEMENTAL 12 TRUST INDENTURE SECURING THE BONDS; TO AUTHORIZE THE 13 EXECUTION AND DELIVERY OF A SEVENTH AMENDMENT TO 14 LEASE AGREEMENT RELATING TO THE PROJECT; TO DECLARE 15 AN EMERGENCY; AND FOR OTHER PURPOSES. 16 17 WHEREAS, the City of Little Rock, Arkansas, is authorized by the Municipalities and Counties 18 Industrial Development Revenue Bond Law, as amended, Ark. Code Ann. §§ 14-164-201 to -224 (the 19 "Act"), to acquire lands, construct and equip industrial buildings, improvements, and facilities, and incur 20 other costs and expenses and make other expenditures incidental to and for the implementing and 21 accomplishing of the conduct of industrial operations; and, 22 WHEREAS,the City is authorized by the Act to issue industrial development revenue bonds payable 23 from revenues derived from the industrialro'ect so acquire, constructed,� q and equipped, and to refund 24 bonds previously issued for such purposes; and, 25 WHEREAS, the City has previously issued its Eleven Million Dollar ($11,000,000) Taxable 26 Industrial Development Revenue Bonds (Welspun Tubular LLC Project), Series 2007-A, dated August 1, 27 2007 (the "Series 2007-A Bonds"); and, its Twenty-Five Million Dollar($25,000,000)Taxable Industrial 28 Development Refunding Revenue Bonds (Welspun Tubular LLC Project), Series 2012- D (Spiral) (the 29 Series 2012-D Bonds"), under the provisions of the Act and pursuant to a Trust Indenture, dated as of 30 August 1, 2007, as supplemented (the "Original Indenture"), between the City and Regions Bank, as 31 Trustee (the "Trustee"), for the purpose of financing a substantial industrial project consisting of the 32 acquisition of approximately 800 acres of land, construction of buildings, and acquisition of equipment, 33 all located at 9301 Frazier Pike, Little Rock, Arkansas, 72206 (the"Project"), which is leased to Welspun [Page 1 of 41 1 Tubular, LLCthe"Company"), ( pursuant to a Lease Agreement, dated as of August 1, 2007, as amended 2 (the"Original Lease"), and utilized in the Company's business of manufacturing steel pipes; and, 3 WHEREAS, the Company has requested the City to refund the outstanding Series 2007-A Bonds; 4 and, 5 WHEREAS, to provide for the refunding of the Series 2007-A Bonds the City will issue a series of 6 its taxable industrial development revenue bonds under the provisions of the Act designated "City of 7 Little Rock, Arkansas Taxable Industrial Development Refunding Revenue Bonds (Welspun Tubular 8 LLC Project), Series 2015," in the principal amount not to exceed Eight Million, Five Hundred Thousand 9 Dollars ($8,500,000) (the "Series 2015 Bonds"; the Series 2012-D Bonds and the Series 2015 Bonds are 10 referred to collectively as the"Bonds"); and, 11 NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE CITY 12 OF LITTLE ROCK,ARKANSAS: 13 Section 1: That there be, and there is hereby authorized and directed the following: 14 (a) The issuance of the Series 2015 Bonds in the principal amount not to exceed Eight Million, Five 15 Hundred Thousand Dollars ($8,500,000) and the sale of the Series 2015 Bonds to the Purchaser for a 16 price of part upon the terms and conditions set forth in the Bond Purchase Agreement; and, 17 (b) The execution and delivery of the Bond Purchase Agreement by the Mayor on behalf of the City 18 generally in that form submitted to this meeting, it being understood that subsequent changes thereto shall 19 be approved by the Mayor or such other person or persons executing such documents, their execution to 20 constitute conclusive evidence of such approval without further consent or approval by the City. An 21 executed copy of the Bond Purchase Agreement shall be filed in the Office of the City Clerk. 22 (c) The performance of all obligations of the City under the Lease Agreement. 23 (d) The current refunding of the Series 2007-A Bonds. 24 (e) The granting in favor of the Trustee of mortgage liens encumbering the Project and the granting 25 of security interests in and the equipment and personal property located within the Project. 26 (f) The collateral assignment of the Lease Agreement and all amendments thereto to the Trustee as 27 security for the payment of the Bonds. 28 Section 2. The Series 2015 Bonds shall be dated the date of their initial authentication and delivery, 29 shall bear interest from such date, shall be payable (subject to prior redemption) in twenty-four monthly 30 payments of interest only, followed by sixteen quarterly sinking fund redemption payments equal to 1/16 31 of the original principal amount of the Series 2015 Bonds plus accrued interest, with the final payment to 32 be due no later than six years following the date of the Series 2015 Bonds, and shall bear interest at a 33 fixed rate of 3.75% payable commencing one month after the date of the Series 2015 Bonds, as described 34 in the Indenture. The Series 2015 Bonds shall be issued on a parity of security, repayment, and interest 35 with the Series 2012-D Bonds. [Page 2 of 4] 1 Section 3. To provide the terms and conditions upon which the Series 2015 Bonds are to be secured, 2 executed, authenticated, issued, accepted, and held, the Mayor is hereby authorized and directed to 3 execute and acknowledge the Fourth Supplemental Trust Indenture, and the City Clerk is hereby 4 authorized and directed to execute and acknowledge the Fourth Supplemental Trust Indenture and to affix 5 the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the 6 Fourth Supplemental Indenture to be accepted, executed, and acknowledged by the Trustee without 7 further consent or approval by the City. The Fourth Supplemental Trust Indenture is hereby approved in 8 generally the form submitted to this meeting, and the Mayor is hereby authorized to confer with the 9 Trustee, the Company, and the Purchaser in order to complete the Fourth Supplemental Trust Indenture 10 generally in that form submitted to this meeting, it being understood that subsequent changes thereto shall 11 be approved by the Mayor or such other person or persons executing such documents, their execution to 12 constitute evidence of such approval without further consent or approval by the City. 13 (Notice is given that, pursuant to the Act, a copy of the Fourth Supplemental Trust 14 Indenture, in generally the form authorized to be executed, is on file with the City Clerk 15 of the City of Little Rock and are available for inspection by any interested person.) 16 Section 4. There be, and there is hereby, authorized and directed the execution and delivery of the 17 Seventh Amendment to Lease Agreement along with all documents evidencing those mortgage liens and 18 security interests identified herein, and the Mayor and City Clerk are hereby authorized to execute, 19 acknowledge, and deliver the Seventh Amendment to Lease Agreement and related security documents 20 for and on behalf of the City. The Seventh Amendment to Lease Agreement is hereby approved in 21 generally the form submitted to this meeting, and the Mayor is hereby authorized to confer with the 22 company, the Trustee, and the Purchaser in order to complete the Seventh Amendment to Lease 23 Agreement generally in that form submitted to this meeting, it being understood that subsequent changes 24 thereto shall be approved by the Mayor or such other person or persons executing such documents, their 25 execution to constitute conclusive evidence of such approval without further consent or approval by the 26 City. 27 (Notice is given that, pursuant to the Act, a copy of the Seventh Amendment to Lease 28 Agreement, in generally the form authorized to be executed, is on file with the City Clerk 29 of the City of Little Rock and is available for inspection by any interested person.) 30 Section 5. The Mayor and City Clerk, for and on behalf of the City, be, and they are hereby 31 authorized and directed to do any and all things necessary to effect the execution of the Seventh 32 Amendment to Lease Agreement and the performance of the City's obligations under the Lease 33 Agreement; the execution and delivery of the Fourth Supplemental Trust Indenture, its execution and 34 acceptance by the Trustee, and the performance of all obligations of the City under and pursuant to the 35 Indenture and all mortgage lien and security agreements related to the foregoing; the execution and [Page 3 of 4] 1 delivery of the Series 2015 Bonds and the Bond Purchase Agreement; and the performance of all other 2 acts of whatever nature necessary to effect and carry out the authority conferred by this Ordinance, 3 including, but not limited to, any amendment or restatement to that certain Intercreditor Agreement dated 4 as of October 31, 2012, as may be needed as a result of the issuance of the Series 2015 Bonds. The 5 Mayor and the City Clerk are further authorized and directed, for and on behalf of the City, to execute all 6a ers documents,p certificates, and other instruments that may be required for the carrying out of such 7 authority or to evidence the exercise thereof. 8 Section 6. All actions heretofore taken by the City, the Company, and the Purchaser in connection 9 with the offer and sale of the Series 2015 Bonds are hereby in all respects ratified and approved. 10 Section 7. Severability. In the event any title, section, paragraph, item, sentence, clause, phrase, or 11 word of this ordinance is declared or adjudged to be invalid or unconstitutional, such declaration or 12 adjudication shall not affect the remaining portions of this ordinance, which shall remain in full force and 13 effect as if the portion so declared or adjudged invalid or unconstitutional were not originally a part of this 14 ordinance. 15 Section 8. Repealer. All ordinances or resolutions of the City in conflict herewith are hereby 16 repealed to the extent of such conflict. 17 Section 9. There is hereby found and declared to be an immediate need for the debt service 18 restructuring to be achieved through the issuance of the Series 2015 Bonds in order to achieve debt 19 service savings and preserve employment, alleviate unemployment, and otherwise benefit the public 20 health, safety, and welfare of the City and the inhabitants thereof, and the issuance of the Series 2015 21 Bonds authorized hereby and the taking of the other action authorized herein are immediately necessary 22 in connection with deriving the public benefits referred to above. It is therefore, declared that an 23 emergency exists and this Ordinance, being necessary for the immediate preservation of the public health, 24 safety, and welfare, shall be in force and take effect immediately upon and after its passage. 25 PASSED: August 18,2015 26 or, APPROV 27 / 28 �_ / ;,/ 1) 29 u. I angle City Clerk Mark Stodola,Mayor 30 APP `VED S TO LEGAL FORM: 31 3 AL1 33 Thomas M. Carpenter, i Attorney 34 // 35 // [Page 4 of 4]