HomeMy WebLinkAboutINTERNATIONAL PAPER PROJECT
APPROVAL BY THE MA YOROF
AUGUSTA, GEORGIA
OF
DEVELOPMENT AUTHORITY OF RICHMOND COUNTY
SOLID WASTE DISPOSAL REVENUE REFUNDING BONDS
(INTERNATIONAL PAPER COMPANY PROJECT) SERIES 2007 A
WHEREAS, under Section 147 (f) of the Internal Revenue Code of 1986, as amended,
and under Treasury Regulation Section 5f.103-2 (c), the Consolidated Government of Augusta,
Georgia (the "Consolidated Government") must approve the revenue bonds to be designated
"Development Authority of Richmond County Solid Waste Disposal Revenue Refunding Bonds,
(International Paper Company, Project) Series 2007 A ("the Bonds") because it is the
governmental unit on behalf of which the Bonds are to be issued by the Development Authority
of Richmond County ( the "Issuer") and because it is the govemmental unit having jurisdiction
over the area in which the facilities are located with respect to which financing is to be provided
from the proceeds of the Bonds; and
WHEREAS, under Treasury Regulation Section 5f.l03-2 (c), the issuance of the Bonds is
to be approved by the Consolidated Government only if the applicable elected representative of
the Consolidated Government approves the Bonds following a public hearing held in a location
which, under the facts and circumstances, is convenient for residences of the Consolidated
Government and for which there is reasonable public notice; and
WHEREAS, the Mayor of Augusta, Georgia is the applicable elected representative of
the Consolidated Government, within the meaning of Treasury Regulation Section 5f.1 03-2 (c),
because he is the Consolidated Government's chief executive officer popularly elected at-large
by the voters of the Consolidated Government; and
WHEREAS, on May 11, 2007, at 11 :00 a.m., at the offices of the Issuer at 1450 Greene
Street in Room 560 of the Historic Enterprise Mill in Augusta, Georgia, the Issuer, through its
designated public hearing officer, conducted a public hearing on the Bonds and the location and
nature of the facilities to be refinanced with the proceeds of the Bonds, notice of which was
published in The Augusta Chronicle on April 26, 2007; and
Whereas, the Issuer recommends and requests that the governmental unit approve the
plan of finance for the issuance of the Bonds and the refinancing of the Project (hereinafter
defined).
NOW, THEREFORE, THE MAYOR OF AUGUSTA, GEORGIA ACTS AS
FOLLOWS:
1. The Mayor of Augusta, Georgia hereby approves the Bonds;
(a) The proceeds of which will refinance in whole or in part ofthe cost of
acquiring, constructing, installing and equipping a solid waste
disposal facility to be used for the disposal of solid wastes, including
but not limited to bark, fines, residuals and other woods, ash, lime,
mud, dewatered sludge and spent wood fibers from the Company's
mill located within the territorial limits of the consolidated
government of Augusta, Georgia (the "Consolidated Government) at
the Augusta bleached board mill owned and operated by International
Paper Company on Georgia Highway #56, Augusta, Georgia 30906,
herein referred to as (the "Project").
(b) The maximum face amount of which will be not to exceed
$5,000,000.
(c) The initial owner, operator or manager of the facilities or Project
financed or refinanced from the proceeds of the Bonds will be
INTERNATIONAL PAPER COMPANY; and
(d) The location of the facilities and the Project to be refinanced from the
proceeds of the Bonds is as described in paragraph (a) above in
Augusta, Georgia.
2. . This approval is solely for the purpose of complying with, and is to be construed
in accordance with, the provisions of Section 147 (f) of the Internal Revenue
Code of 1986, as amended, and such approval does not constitute an endorsement
to a prospective purchaser of the Bonds or the creditworthiness of the Company
or the Project, and the Bonds shall not constitute a indebtedness or general
obligation or result in or impose any pecuniary liability upon or constitute a lien
upon the property of or a claim against the Consolidated Government, the State of
Georgia, or any political subdivision thereof, but the Bonds" shall be payable
solely from the revenues derived from the Company and pledged to the payment
thereof and no owner of any of the Bonds shall ever have the right to compel the
exercise ofthe taxing power of said State or of any county, municipal corporation,
consolidated government or political subdivision thereof, nor to enforce the
payment thereof against any property of said State or any such county, municipal
corporation, consolidated government or political subdivision.
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Approved this ~ ( day. of May 2007.
, GEORGIA
Certificate of
The Development Authority of Richmond County
Regarding Public Hearing
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I, the undersigned Hearing Officer of the Development Authority of
Richmond County (the "Issuer") DO HEREBY CERTIFY, as follows:
(1) A Public Hearing was held pursuant to Section 147(f) of the
Internal Revenue Code of 1986, as amended, and under applicable
Treasury Regulations, on May 11,2007, at 11:00 o'clock A.M., in
the conference room of the Issuer located in the Historic Enterprise
Mill Building at 1450 Greene Street, in Augusta, Georgia 30901,
pursuant to proper notice given in accordance with law as to the
time and place of this Hearing prior to such Hearing. The Hearing
was open to the public. The time of the Hearing and the room in .
which the Hearing was held provided a reasonable opportunity for
persons of differing views to appear and be heard. At such
Hearing, Ms. Laurie Davis, a duly authorized Hearing Officer of
the Issuer was present and acting on behalf ofthe Issuer.
(2) I announced the commencement of a Public Hearing on behalf of
Augusta, Georgia (The Consolidated Government of Augusta-
Richmond County), on the Application of International Paper
Company, or its subsi~iary or other related entity (the "Company")
for the proposed issuance by the Issuer of "Development Authority
of Richmond County Solid Waste Disposal Revenue Refunding
Bonds (International Paper Company Project) Series 2007 A", in
the aggregate principal amount not to exceed $5,000,000. The
Chairman of the Issuer has caused the publication of a notice of the
Hearing at least fourteen (14) days prior to the Hearing in the
Augusta Chronicle, a newspaper- having general circulation in
Richmond County, Georgia, (the "Notice"). A copy of the Notice
has been filed and appears of record in the Minute Book of the
Issuer and is attached hereto together with the affidavit of
publication as Exhibit "A".
(3) The following person presented a written statement to the Issuer on
behalf of the Company: The Company introduced a copy of the
Bond Resolution, without Exhibits B, C, D and E thereto, adopted
by the Issuer at its meeting of April 18, 2007. Copies of said
omitted Exhibits are on file in the Minute Book of the Issuer.
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(4) The following person(s) also appeared and asked to be heard or
present written comments with respect to the granting by the Issuer
of the financial assistance requested by the Company and the
financing referred to in the Notice: None. Also in attendance at the
meeting, but not participating therein, was a representative of the
Augusta Chronicle and Mr. Greg Buechele, the Mill Controller of
the Company.
No one else having appeared to speak on the matter, I declared the
Public hearing closed at 11: 15 0' clock A.M.
This 11th day of May, 2007.
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I HEREBY CERTIFY that the signature of the Hearing Officer of the
Issuer above subscribed is true and genuine and that the foregoing is a true and
complete description of the Public Hearing of the Issuer on May 11, 2007.
[1<~)/~~Q
Jerry B. Dye, Attorney for the
Development Authority of
Richmond County
Exhibit Attached:
"A" - Copy of Notice together with
Affidavit of Publication
"B"- Bond Resolution
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EXHIBIT IIAII
AFFIDAVIT OF PUBLICATION
ATTORNEY OR AGENCY
Jerry B. Dyer
BUSINESS
STATE OF GEORGIA
COUNTY OF RICHMOND n
personally appeared before me, r ' {' \uJ
to me known, whO being sworn, d poses and says: That( e/she is the
authorized agent of southeastern Newspapers company, LLC, a
Georgia Limited Liability Company, doing business in said county
under the trade name of The Richmond county Neighbors, a
newspaper published in said county; that he/she is authorized to
-make affidavits of publication on behalf of said publisher company;
The Richmond county Neighbors; that said newspaper is of general
circulation in said county and in the area adjacent thereto; that
he/she has reviewed the regular editions of said newspapers
published on and finds that the following advertisement appeared
in each of said editions, to-wit:
April 26, 2007
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sworn to an subscribed before me
This ..2nd_ day of _May, 2007
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(deponent>
Notary
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DEVELOPMENT AUTHORITY OF RICHMOND COUNTY
A RESOLUTION
ENTITLED
. A RESOLUTION to authorize and provide for the issuance, sale and delivery by the
Development Authority of Richmond County of one or more series or issues of its revenue refunding
bonds in an aggregate principal amount not to exceed $5,000,000 to be designated "Development
Authority of Richmond County Solid Waste Disposal Revenue Refunding Bonds, 2007 Series A
(International Paper Company Project)," or other appropriate designation to include the year of
issuance, pursuant to the provisions ofthe Development Authorities Law of the Code of Georgia, as
amended, in order to lend the proceeds thereof to the Company (hereinafter defined), for the purpose
of refinancing the cost of certain solid waste disposal facilities; making certain findings required by
the Act; authorizing the scheduling, publication and holding of a public hearing pursuant to Section
147(f) of the Code (hereinafter defined); and authorizing certain other actions in connection with
such revenue refunding bonds.
RECITALS
The Development Authority of Richmond County (the "Authority") is a public body
corporate and politic created and validly existing pursuant to the Development Authorities Law,
being Title 36, Chapter 62 of the Code of Georgia, as amended (the "Act").
The Authority previously issued its $5,000,000 Solid Waste Disposal Revenue Bonds, 1996
Series (International Paper Company Project) dated November 15, 1996 (the "Prior Bonds") and
loaned the proceeds thereof to International Paper Company, a New York corporation (the
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"Company"), in order to finance the acquisition, improvement, construction and installation of
certain solid waste disposal facilities, as more fully described in Exhibit A attached hereto and
incorporated by reference herein (the "Project"), to be used by the Company at its Augusta Mill,
located in Richmond County, Georgia (the "Mill").
The Company now requests that the Authority adopt this resolution (the "Resolution") to
. authorize the issuance and sale of its revenue refunding bonds designated Development Authority of
Richmond County Solid Waste Disposal Revenue Refunding Bonds, 2007 Series A (International
Paper Company Project), or other appropriate designation or designations to include the year of
issuance, in an aggregate principal amount not to exceed $5,000,000 (the "Bonds") in one or more
series or issues for the purpose of (i) refinancing the cost ofthe Project by refunding the Prior Bonds,
(ii) to authorize the scheduling, publication of notice and conduct of a public hearing on the Bonds,
pursuant to Section 147(t) of the Internal Revenue Code of1986, as amended (the "Code"), and (iii)
to authorize other actions in connection with the Bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE DEVELOPMENT AUTHORITY OF
RICHMOND COUNTY, AS FOLLOWS:
SECTION 1. It is hereby found and determined as follows:
(a) That the accomplishment ofthe transactions contemplated and authorized by
this Resolution, including (without limitation) the refinancing ofthe Project and the refunding of the
Prior Bonds, as provided in this Resolution, will promote the declared legislative purposes of the
Act.
(b) Neither the Bonds nor the interest or premium, if any, thereon shall constitute
an indebtedness or obligation of the State of Georgia or of any county, municipal corporation or
political subdivision thereof, nor shall any act of the Authority in any manner constitute or result in
the creation of an indebtedness of the State of Georgia or of any such county, municipal corporation
or political subdivision, except for the limited obligation of the Authority, as provided herein. The
Bonds and the interest and premium, if any, thereon shall be payable solely from the revenues
derived from the Loan Agreement (hereinafter defined) and pledged therefor pursuant to the
Indenture (hereinafter defined), and no holder or holders of any Bonds shall ever have the right to
compel any exercise of the taxing power of the State of Georgia or of any county, municipal
corporation or political subdivision thereof, nor to enforce the payment thereof against any property
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delivered to the Authority., Pursuant to the terms and provisions of the Loan Agreement, the
Authority willlend the proceeds of the Bonds to the Company, by causing such proceeds to be
deposited with the Trustee, who will apply such proceeds in accordance with the provisions of the
Indenture and Loan Agreement. A copy of the Loan Agreement, in its substantially final form, is
attached hereto as Exhibit C and incorporated herein.
SECTION 5. Each series or issue of Bonds shall be sold at private (negotiated) sale to an
underwriter or underwriters selected by the Company (the "Underwriter"), pursuant to and at the
price contained in a Contract of Purchase (the "Contract of Purchase") to be entered into by and
. among the Authority, the Company and the Underwriter. A copy of the Contract of Purchase, in its
substantially final form, is attached hereto as Exhibit D and incorporated herein.
SECTION 6. The Authority hereby authorizes its counsel to arrange for validation
proceedings with respect to the Bonds with the District Attorney.
SECTION 7. The Authority hereby authorizes its counsel to conduct a public hearing
pursuant to the provisions of Section 147(f) of the Code, to schedule the time, date and place of such
public hearing, to cause the publication of notice of such public hearing, to serve as hearing officer at
such public hearing and to take all other necessary action required pursuant to the Code in
connection with such public hearing and the issuance of the Bonds.
SECTION 8. The Authority hereby authorizes the Company to prepare an Official
Statement and a Preliminary Official Statement for each series or issue of Bonds, or such other
offering memorandum or memoranda relating to the issuance of Bonds, and the Authority hereby
consents to the distribution thereof to various prospective and actual purchasers of the Bonds
(provided that the Authority has no responsibility for any material included in such documents).
SECTION 9. The Bonds issued pursuant to this Resolution shall:
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(a) be issued in the aggregate principal amount notto exceed $5,000,000;
(b) be issuable only in full registered form without coupons;
(c) be issuable in the denomination of $5,000 or such other denomination
approved by the Chairman or Vice Chairman of the Authority;
(d) be in substantially the form of Bond set forth in the Indenture and contain the
terms and provisions of such form of Bond, which terms and provisions are hereby incorporated by
reference into and made a part of this Resolution, and which form of Bond is hereby adopted and
approved as the form, tenor and substance of the Bonds;
(e) mature in the amounts and on dates not more than thirty (30) years from their
dated date, as set forth on the cover of any Official Statement or other offering document
corresponding to a particular series or issue of Bonds;
(f) be secured as provided in the Indenture and pursuant to a Guaranty Agreement
executed by the Company (the "Guaranty"), the substantially final form of which has been delivered
to the Authority and is attached hereto as Exhibit E and incorporated herein;
(g) be payable in such amounts, at such times, and at such place or places as
provided in the form of Bond;
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(h) be subject to redemption prior to maturity and be subject to purchase at such
price or prices and under such terms and conditions as are set forth in the Indenture; and
(i) bear interest at the fixed rate or rates to be set forth in any Official Statement
or other offering document, or, in the alternative, bear interest at the variable rate or rates established
pursuant to the method for determining the same as set forth in any Official Statement or other
offering document, such fixed or variable rates not to exceed twelve percent (12%) per annum.
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SECTION 10. The Contract of Purchase, the Indenture, the Agreement and the Guaranty
shall be substantially in the forms previously delivered to the Authority (collectively, the "Bond
Documents"), in each case subject to such changes or modifications in such forms as the Authority
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and the Company may deem to be required or appropriate in order to accomplish the purpose of the
transactions authorized by this Resolution; and the terms, provisions, form, content and substance of
each of such documents in the forms so attached are hereby adopted and approved. Such other
documents as the Authority deems necessary to accomplish the purposes of this Resolution shall be
in such form and shall contain such provisions as the Chairman or Vice Chairman ofthe Authority,
or his agents or designees shall approve. The execution by the Chairman or Vice Chairman of the
Authority of the Bonds, the Bond Documents and such other documents shall be conclusive evidence
of approval of the final terms, provisions, form, content and substance of the Bond Documents and
all such other documents executed and delivered in connection therewith, which shall thereupon
become binding upon the Authority.
SECTION 11. The Chairman, the Vice Chairman, the Secretary, the Assistant Secretary and
such other officers and officials of the Authority as may be appropriate are hereby authorized to
execute and deliver, for and on behalf of the Authority, the Bonds and the Bond Documents and to
execute any and all additional certificates and documents or other papers and, with the assistance of
. counsel and bond counsel, to do any and all things necessary or appropriate in order to effect the
issuance and sale of each issue or series of Bonds and to consummate the transactions contemplated
by this Resolution; provided that no such actions and no such documents shall require the Authority
to incur any pecuniary liability.
SECTION 12. (a)
The Chairman or Vice Chairman, by his manual or facsimile signature,
is hereby authorized and directed to execute each issue or series of Bonds in the name and on behalf
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Act, this Resolution or the Bond Documents. The Chairman and Vice Chairman are hereby
empowered, in his direction, to specify, prescribe, determine, provide for and approve all matters,
details, forms, documents or procedures contemplated by this Resolution without further action by
the Authority.
SECTION 15. The provisions of this Resolution are severable, and if any provision, sentence,
clause, section or part hereof is held or determined to be illegal, invalid, unconstitutional or
inapplicable to any person or circumstance, such illegality, invalidity, unconstitutionality or
inapplicability shall not affect or. impair any ofthe remaining provisions, sentences, clauses, sections
or parts of this Resolution or their application to other persons or circumstances. It is hereby
declared to be the intent of the Authority that this Resolution would have been adopted if such
illegal, invalid, unconstitutional or inapplicable provision, sentence, clause, section or part had not
been included herein, and ifthe person or circumstances to which this Resolution or any part hereof
are inapplicable had been specifically exempted herefrom; provided, however, notwithstanding
anything contained in this Section, the full faith and credit of the Authority shall not be deemed
pledged hereby, and the Authority shall not hereby incur any indebtedness or charge against the
general credit of the Authority, within the meaning of any constitutional or charter provision or
statutory limitation, and the transactions authorized hereby shall not give rise to any pecuniary
liability of the Authority.
SECTION 16. This Resolution shall be effective from the date of its adoption.
[REMAINDER OF P AGE INTENTIONALLY LEFT BLANK]
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PASSED AND APPROVED THIS ...1-at14ay of April
, 2007.
[SEAL]
DEVELOPMENT AUTHORITY OF
RICHMOND COUNTY
By: \ '. ? ^- ~..f-<-.,.
Name: Loren Perry /
Title: Chairman
ATIEST~ f\
By. ~Ul J~ (()
Name: Patricia A. S~
Title: Secretary
EXHIBITS
A - Project Description
B - Trust Indenture
C - Loan Agreement
D - Contract of Purchase
E - Guaranty Agreement
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EXHffiIT A
Proiect Description
The Project to be refinanced with proceeds of the Bonds includes a solid waste disposal
project at the Company's Augusta Mill, financed with the proceeds of the Prior Bonds and not
financed with the proceeds of the Issuer's Solid Waste Disposal Revenue Bonds (Federal Paper
Board Company, Inc. Project), Series 1995, to enable the Company to dispose of bark, fines,
residuals and other waste woods, ash, lime mud, dewatered sludge and spent wood fibers generated
by the Mill, and will include, but not be limited to, the acquisition and installation of a landfill and a
multHayered cap meeting current environmental standards on an existing landfill; and the
construction, acquisition, and installation of all other machinery and equipment necessary and
desirable in connection with the operation of the foregoing Project.
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CERTIFICATE OF SECRETARY
I, the undersigned Secretary of the Development Authority of Richmond County (the
"Authority"), hereby certify that the foregoing is a true, correct and complete copy, with Exhibits, of
a Resolution ofthe Authority duly adopted on April 1 Rt-n ,2007.
Name: Patricia A. Schaff