RESOLUTION NO. R99-1560
A resolution supplementing and amending substitute resolution No. R99-1486 and awarding the sale of General Obligation Public Improvement and Refunding Bonds, Series 1999, of The Metropolitan Government of Nashville and Davidson County.
Whereas, on April 6, 1999, the Metropolitan County Council (the "Council") of The Metropolitan Government of Nashville and Davidson County (the "Metropolitan Government"), adopted Substitute Resolution No. R99-1486, authorizing the issuance, sale and delivery by the Metropolitan Government of its General Obligation Public Improvement and Refunding Bonds, Series 1999, in the aggregate principal amount of not to exceed one hundred ninety million dollars ($190,000,000) (the "Bonds") for the purpose of financing the projects described therein; and
Whereas, it has been determined that it is advantageous to the Metropolitan Government to make certain changes to the terms of the Bonds as set forth in Substitute Resolution No. R99-1486 in order to sell the Bonds on terms most favorable to the Metropolitan Government; and
Whereas, the Bonds have been advertised for public sale in The Bond Buyer, a daily financial newspaper printed and published in New York, New York, and in The Tennessean, a newspaper of general circulation in the Metropolitan Government in accordance with Tennessee law (the "Notice of Sale").
Now, therefore, be it hereby resolved by the Metropolitan County Council of The Metropolitan Government of Nashville and Davidson County, as follows:
1. Receipt of Bids. Pursuant to the Notice of Sale, duly published in accordance with Tennessee law, the following bids were received for the Bonds, copies of which are attached hereto:
|NAME OF BIDDER||TRUE INTEREST RATE|
|Salomon Smith Barney, Inc.||5.013456%|
|Bear, Stearns & Co., Inc.||5.022722%|
|Goldman, Sachs & Co.||5.023334%|
|Merrill Lynch & Co.||5.034760%|
|J. C. Bradford & Co.||5.0357%|
|Morgan Stanley Inc.||5.044982%|
2. Successful Bidder. The Council has reviewed all bids received with respect to the Bonds and the bid of Salomon Smith Barney, Inc. (the "Purchaser") is the bid which results in the lowest true interest cost to the Metropolitan Government, and in all respects complies with the Notice of Sale.
3. Award of Bonds. It is hereby ordered that the bid of the Purchaser attached hereto be and the same is hereby accepted, and the Council hereby awards and sells the Bonds in the aggregate principal amount of $187,500,000 to the Purchaser at a purchase price of $188,350,162.30, plus accrued interest, representing the principal amount of the Bonds, plus a bid premium of $850,162.30, plus accrued interest.
4. Terms of Bonds. The Bonds shall be issued in a total aggregate principal amount of $187,500,000. The Bonds shall be dated May 15, 1999, bear interest as set forth below, payable semi-annually on the fifteenth day of May and November of each year, commencing November 15, 1999, and mature on November 15 of each year as follows:
5. Mandatory Redemption. Section 5.1 of Substitute Resolution No. R99-1486 is hereby amended by deleting subsection (c) thereof and substituting in place thereof the following:
(c) Subject to the credit hereinafter provided, Bonds maturing November 15, 2024 and November 15, 2029, are subject to mandatory redemption prior to maturity on the redemption dates set forth below opposite the respective maturity dates, in aggregate principal amounts equal to the respective dollar amounts set forth opposite the respective redemption dates at a price of par plus accrued interest thereon to the dates of redemption. The Bonds to be so redeemed within each maturity shall be selected by lot or in such other random manner as the Registration Agent in its discretion may determine. The dates of redemption and principal amount of Bonds to be redeemed on said dates are as follows:
|Maturity Date||Redemption Date||of Bonds to be Redeemed|
|November 15, 2024||November 15, 2020
November 15, 2021
|November 15, 2022||3,760,000|
|November 15, 2023||3,960,000|
|November 15, 2024*||4,165,000|
|November 15, 2029||November 15, 2025||$4,385,000|
|November 15, 2026||4,615,000|
|November 15, 2027||4,860,000|
|November 15, 2028||5,115,000|
|November 15, 2029*||5,385,000|
At its option, to be exercised on or before the forty-fifth (45th) day next preceding any such redemption date, the Metropolitan Government may (i) deliver to the Registration Agent for cancellation Bonds of the maturity to be redeemed in any aggregate principal amount desired, and/or (ii) receive a credit in respect of its redemption obligation for any Bonds to be redeemed which prior to said date have been purchased or redeemed (otherwise than through the operation of this mandatory redemption provision) and canceled by the Registration Agent and not theretofore applied as a credit against any redemption obligation under this mandatory redemption provision. Each Bond so delivered or previously purchased or redeemed shall be credited by the Registration Agent at 100% of the principal amount thereof on the obligation of the Metropolitan Government on such payment date and any excess shall be credited on future redemption obligations in chronological order, and the principal amount of Bonds to be redeemed by operation of this mandatory redemption shall be accordingly reduced. The Metropolitan Government shall on or before the forty-fifth (45th) day next preceding each payment date furnish the Registration Agent with its certificate indicating whether or not and to what extent the provisions of clauses (i) and (ii) of this paragraph are to be availed of with respect to such payment and confirm that funds for the balance of the next succeeding prescribed payment will be paid on or before the next succeeding payment date.
5. Regular Record Date. The Regular Record Date shall be the first day of each month in which an Interest Payment Date occurs.
6. Amendments. Substitute Resolution No. R99-1486 is hereby amended to conform the terms of the Bonds to the terms hereof, and the form of the Bonds attached thereto is hereby similarly modified. The Bonds shall be issued in accordance with Substitute Resolution No. R99-1486, as amended and supplemented herein.
7. Good Faith Deposit. The Acting Director of Finance of the Metropolitan Government is hereby authorized and directed to accept as the good faith deposit for the Bonds awarded hereunder the Good Faith Deposit Financial Surety Bond issued by Financial Guaranty Insurance Company.
8. Conflicting Resolutions. All other resolutions and orders, or parts thereof, in conflict with the provisions of this resolution are, to the extent of such conflict, hereby repealed.
9. Effectiveness. This resolution shall be in immediate effect from and after its adoption, the welfare of The Metropolitan Government of Nashville and Davidson County requiring it.
|Referred to:||Budget & Finance Committee|
|Introduced:||May 18, 1999|
|Adopted:||May 18, 1999|
|Approved:||May 19, 1999|