The URL can be used to link to this page

Home My WebLink About21355 1111111111111111/ / 1•C Gr cOG'A , O;• ..,� � ti .. 11111111111111111111111111111111111 2017004369 PRESENTED:01-19-2017 09:48:35 AM RECORDED:01-19-2017 09:56:15 AM N ' •; ORDINANCEI r�O ��35�Kai 'cors of LarryCrane Circuit/County Clerk .oG � . '"F .'• ��` PULASKI CO,AR FEE$30.00 °5,Skf�00roo-rt 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 THIRD SUPPLEMENTAL TRUST 12 INDENTURE SECURING THE BONDS; TO AUTHORIZE THE 13 EXECUTION AND DELIVERY OF A THIRD AMENDMENT TO LEASE 14 AGREEMENT RELATING TO THE PROJECT; TO DECLARE AN 15 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 23 payable from revenues derived from the industrial project so acquire, constructed, and equipped, and to 24 refund bonds previously issued for such purposes; and, 25 WHEREAS, the City has previously issued its Twenty-Six Million, Two Hundred Fifty Thousand 26 Dollar ($26,250,000) Taxable Industrial Development Revenue Bonds (Welspun Tubular LLC Project), 27 Series 2012-A (the "Series 2012-A Bonds"); and its Twenty-Eight Million, Seven Hundred Fifty 28 Thousand Dollar ($28,750,000) Taxable Industrial Development Revenue Bonds (Welspun Tubular LLC 29 . Project), Series 2012-C (ERW)(the"Series 2012-C Bonds"), under the provisions of the Act and pursuant 30 to a Trust Indenture, dated as of April 1, 2012, as supplemented (the "Original Indenture"), between the 31 City and Regions Bank, as Trustee (the "Trustee"), for the purpose of financing a substantial industrial 32 project consisting of the acquisition of approximately 800 acres of land, construction of buildings, and 33 acquisition of equipment, all located at 8200 Frazier Pike, Little Rock, Arkansas, 72206 (the "Project"), [Page 1 of 41 1 which is leased to Welspun Tubular, LLC (the "Company"), pursuant to a Lease Agreement, dated as of 2 April 1, 2012, as amended (the "Original Lease"), and utilized in the Company's business of 3 manufacturing steel pipes; and, 4 WHEREAS, the Company has requested the City to refund the outstanding Series 2012-A Bonds, 5 and the Series 2012-C Bonds (collectively the"Prior Bonds"); and, 6 WHEREAS,to provide for the refunding of the Prior Bonds, the City will issue a series of its taxable 7 Industrial Development Revenue Bonds under the provisions of the Act designated "City of Little Rock, 8 Arkansas Taxable Industrial Development Refunding Revenue Bonds (Welspun Tubular LLC Project), 9 Series 2017 ERW," in the principal amount not to exceed Twenty-Four Million, Five Hundred Thousand 10 Dollars($24,500,000)(the"Series 2017 ERW 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 2017 ERW Bonds in the principal amount not to exceed Twenty-Four 15 Million, Five Hundred Fifty Thousand Dollars ($24,500,000) and the sale of the Series 2017 Bonds to 16 Welspun Pipes, Inc., for a price of part upon the terms and conditions set forth in the Bond Purchase 17 Agreement; and, 18 (b) The execution and delivery of the Bond Purchase Agreement by the Mayor on behalf of the City 19 generally in that form submitted to this meeting, it being understood that subsequent changes thereto shall 20 be approved by the Mayor or such other person or persons executing such documents, their execution to 21 constitute conclusive evidence of such approval without further consent or approval by the City. An 22 executed copy of the Bond Purchase Agreement shall be filed in the Office of the City Clerk. 23 (c) The performance of all obligations of the City under the Lease Agreement. 24 (d) The current refunding of the Prior Bonds. 25 (e) The granting in favor of the Trustee of liens encumbering the Project and the granting of security 26 interests in and the equipment and personal property located within the Project. 27 (f) The collateral assignment of the Lease Agreement and all amendments thereto to the Trustee as 28 security for the payment of the Bonds. 29 Section 2. The Series 2017 ERW Bonds shall be dated the date of their initial authentication and 30 delivery, shall bear interest from such date at a floating rate of interest equal to three (3)-month LIBOR 31 plus 3.25%, payable (subject to prior redemption) in monthly, quarterly or semi-annually with such reset 32 modes as defined in the Indenture. Principal on the Series 2017 ERW Bonds shall be payable in four(4) 33 equal semi-annual sinking fund redemption payments equal to one-fourth of the original principal amount 34 of the Series 2017 ERW Bonds commencing the thirty-sixth (36th) calendar month following the date of [Page 2 of 4] 1 issuance of the Series 2017 ERW Bonds, with the final payment at maturity to be due no later than five 2 (5)years following the date of the Series 2017 ERW Bonds, as described in the Indenture. 3 Section 3. To provide the terms and conditions upon which the Series 2017 ERW Bonds are to be 4 secured, executed, authenticated, issued, accepted, and held, the Mayor is hereby authorized and directed 5 to execute and acknowledge the Third Supplemental Trust Indenture, and the City Clerk is hereby 6 authorized and directed to execute and acknowledge the Third Supplemental Trust Indenture and to affix 7 the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the 8 Third Supplemental Indenture to be accepted, executed, and acknowledged by the Trustee without further 9 consent or approval by the City. The Third Supplemental Trust Indenture is hereby approved in generally 10 the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee, the 11 Company, and the Purchaser in order to complete p the Third Supplemental Trust Indenture generally in 12 that form submitted to this meeting, it being understood that subsequent changes thereto shall be 13 approved by the Mayor or such other person or persons executing such documents, their execution to 14 constitute evidence of such approval without further consent or approval by the City. 15 (Notice is given that, pursuant to the Act, a copy of the Third Supplemental Trust 16 Indenture, in generally the form authorized to be executed, is on file with the City Clerk 17 of the City of Little Rock and are available for inspection by any interested person.) 18 Section 4. There be, and there is hereby, authorized and directed the execution and delivery of the 19 Third Amendment to Lease Agreement along with all documents evidencing those liens ens and security 20 interests identified herein, and the Mayor and City Clerk are hereby authorized to execute, acknowledge, g 21 and deliver the Third Amendment to Lease Agreement and related security documents for and on behalf 22 of the City. The Third Amendment to Lease Agreement is hereby approved in generally the form 23 submitted to this meeting, and the Mayor is hereby authorized to confer with the Company, the Trustee, 24 and the Purchaser in order to complete the Third Amendment to Lease Agreement generally in that form 25 submitted to this meeting, it being understood that subsequent changes thereto shall be approved by the 26 Mayor or such other person or persons executing such documents,their execution to constitute conclusive 27 evidence of such approval without further consent or approval by the City. 28 (Notice is given that, pursuant to the Act, a copy of the Third Amendment to Lease 29 Agreement, in generally the form authorized to be executed, is on file with the City Clerk 30 of the City of Little Rock and is available for inspection by any interested person.) 31 Section 5. The Mayor and City Clerk, for and on behalf of the City, be, and they are hereby 32 authorized and directed to do any and all things necessary to effect the execution of the Third Amendment 33 to Lease Agreement and the performance of the City's obligations under the Lease Agreement; the 34 execution and delivery of the Third Supplemental Trust Indenture, its execution and acceptance by the 35 Trustee, and the performance of all obligations of the City under and pursuant to the Indenture and all [Page 3 of 4] 1 liens and security agreements related to the foregoing; the execution and delivery of the Series 2017 ERW 2 Bonds and the Bond Purchase Agreement; and the performance of all other acts of whatever nature 3 necessary to effect and carry out the authority conferred by this Ordinance, as may be needed as a result 4 of the issuance of the Series 2017 ERW Bonds. The Mayor and the City Clerk are further authorized and 5 directed, for and on behalf of the City, to execute all papers, documents, certificates, and other 6 instruments that may be required for the carrying out of such authority or to evidence the exercise thereof. 7 Section 6. All actions heretofore taken by the City, the Company, and the Purchaser in connection 8 with the offer and sale of the Series 2017 ERW Bonds are hereby in all respects ratified and approved. 9 Section 7. Severability. In the event any title, section, paragraph, item, sentence, clause, phrase, or 10 word of this ordinance is declared or adjudged to be invalid or unconstitutional, such declaration or 11 adjudication shall not affect the remaining portions of this ordinance, which shall remain in full force and 12 effect as if the portion so declared or adjudged invalid or unconstitutional were not originally part of this Y a 13 ordinance. 14 Section 8. Repealer. All ordinances or resolutions of the City in conflict herewith are hereby 15 repealed to the extent of such conflict. 16 Section 9. Emergency Clause. The need for an immediate need for the debt service restructuring to 17 be achieved through the issuance of the Series 2017 ERW Bonds in order to achieve debt service savings 18 and preserve employment, alleviate unemployment, is essential to the public health, safety, and welfare 19 because of the benefit to the public; therefore, an emergency is declared to exist and the issuance of the 20 Series 2017 ERW Bonds authorized hereby and the taking of the other action authorized herein may 21 occur immediately upon the passage of this ordinance. 22 PASSED: January 17,2017 / 23 4 APPROVED: 24 Ni\ 25 rgiomt_ �f j 26 Jsan ' .ng , City Clerk Mark Stodola,Mayor 27 'PRO DS TO LEGAL FORM: 28 29 �/ ` P' 30 Thomas M. Carpenter, City Attorne 31 // 32 // 33 // 34 // 35 // [Page 4 of 4]