2007-0181
INTRODUCED BY: ALBERT D. LAQUE, PARISH PRESIDENT
(BOND COUNSEL)
ORDINANCE NO.
Title
An ordinance authorizing and approving the sale of not exceeding Fifty-Five Million Dollars ($55,000,000) of Qualified Gulf Opportunity Zone Revenue Bonds (REG Destrehan, LLC Project) Series 2007A of the Parish of St. Charles, State of Louisiana, approving the form and authorizing the execution and delivery of a Bond Purchase Agreement, a Preliminary Limited Offering Memorandum and a Limited Offering Memorandum; and providing for other matters with respect to the foregoing.
Body
WHEREAS, in order to encourage the location of or addition to industrial enterprises in the Parish of St. Charles, State of Louisiana (the "Parish"), or adjoining thereto, the Parish is authorized and empowered under the laws of the State of Louisiana, including particularly Sections 991 through 1001, inclusive and Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the "Act"), and other constitutional and statutory authority, to issue revenue bonds and use the funds derived from the sale of such bonds to acquire, purchase, lease, rent, construct, or improve industrial plant sites and industrial plant buildings, including facilities for the generation of electricity and production of steam and other forms of energy, and pollution abatement and control facilities, and necessary property and appurtenances thereto; and
WHEREAS, pursuant to and in accordance with the provisions of the Act and a Financing Agreement (the "Financing Agreement"), to be entered into by and among the Parish, REG Destrehan, LLC, and REG Emporia, LLC, both of which are Iowa limited liability companies (the "Companies"), the Parish proposes to issue revenue bonds which will enable the Parish to finance the cost of a project consisting of the acquisition, development and construction of a bio-diesel production facility and related facilities, for REG Destrehan, LLC, located in St. Rose, Louisiana (the "Project"), funding a debt service reserve fund, paying capitalized interest and paying the costs of issuance; and
WHEREAS, the Project has created or will create additional employment opportunities for residents of the Parish and the surrounding area, and has enhanced or will enhance the tax base of the Parish; and
WHEREAS, on May 21, 2007, this Parish Council adopted an ordinance entitled "An ordinance authorizing the issuance of not to exceed One Hundred Million Dollars ($100,000,000) of Qualified Gulf Opportunity Zone Revenue Bonds (REG Destrehan, LLC Project) Series 2007A of the Parish of St. Charles, State of Louisiana, approving the form and authorizing the execution and delivery of a Financing Agreement and a Trust Indenture to secure the Bonds; acknowledging and accepting the benefits of a Guaranty Agreement and mortgages; authorizing the appropriate officers of the Parish to execute the aforementioned instruments and all other documents and certificates deemed necessary in connection therewith; and providing for other matters with respect to the foregoing;" and
WHEREAS, pursuant to and in accordance with the provisions of the Act and other constitutional and statutory authority, and a Trust Indenture to be entered into by and between Hancock Bank of Louisiana, in the City of Baton Rouge, Louisiana, as trustee (the "Trustee"), and the Parish (the "Indenture"), the Parish proposes to issue the aforesaid bonds (the "Bonds"); and
WHEREAS, the Bonds are to be purchased by Oppenheimer & Co. pursuant to the terms of a Bond Purchase Agreement and a Limited Offering Memorandum; and
WHEREAS, it is now the desire of this Parish Council to fix the final details of the Bonds, to approve the Limited Offering Memorandum, authorize the execution of the Bond Purchase Agreement, and to provide for the execution of certain other instruments, documents and certificates in connection therewith;
NOW, THEREFORE, BE IT ORDAINED by the St. Charles Parish Council, acting as the governing authority of the Parish of St. Charles, State of Louisiana, that:
SECTION 1. Authorization of Bonds. The Bonds shall be issued in the final principal amount of not exceeding Fifty-Five Million Dollars ($55,000,000) and designated "Qualified Gulf Opportunity Zone Revenue Bonds (REG Destrehan, LLC Project) Series 2007A of the Parish of St. Charles, State of Louisiana," pursuant to the provisions of the Act, the Indenture and the aforesaid ordinance adopted on May 21, 2007, for the purpose of financing the cost of acquiring, developing and constructing a bio-diesel production facility and related facilities, for REG Destrehan, LLC, located in St. Rose, Louisiana, funding a debt service reserve fund, paying capitalized interest and paying the costs of issuance of the Bonds. The series designation of the Bonds may be changed if the Bonds are delivered after the end of 2007.
The Bonds shall mature not later than twenty (20) years from the date of delivery of the Bonds, shall bear interest at the fixed rate of not exceeding 9%, payable semi-annually, and shall be subject to mandatory sinking fund redemption, at a redemption price equal to 100% of the principal amount to be redeemed plus accrued interest to the redemption date, and without any redemption premium, on the dates and in the amounts set forth in the Indenture.
SECTION 2. Sale of Bonds; Bond Purchase Agreement. The Bonds are awarded to and sold to Oppenheimer & Co. (the "Purchaser") in accordance with the terms of a Bond Purchase Agreement (the "Bond Purchase Agreement") substantially in the form as submitted at this meeting and filed with the official minutes of this Parish Council, with such additions, omissions and changes as may be approved by Bond Counsel to the Parish and the officers of the Parish. The Parish President and/or Secretary of the Parish Council are hereby further authorized and directed for, on behalf of, and in the name of the Parish to execute said Bond Purchase Agreement, and by their execution of the Bond Purchase Agreement, said officers are authorized to approve the final principal amount, interest rate, interest payment and maturity dates, and sinking fund redemption dates and amounts of the Bonds, all within the parameters set forth above. The signatures of the aforesaid officers upon Bond Purchase Agreement shall be deemed conclusive evidence of their due exercise of the authority vested in them hereunder.
SECTION 3. Limited Offering Memorandum. This Parish Council, for and on behalf of the Parish, does hereby ratify the prior distribution of a Preliminary Limited Offering Memorandum and approves the Final Limited Offering Memorandum substantially in the form as submitted at this meeting and filed with the official minutes of this Parish Council, with such additions, omissions and changes as may be approved by Bond Counsel to the Parish and the officers of the Parish; provided, however, that this authorization shall not constitute an approval of any statements in said Preliminary Limited Offering Memorandum or Final Limited Offering Memorandum, and the Parish makes no representation or warranty, either express or implied, as to the accuracy or completeness of the information contained therein (other than information appearing therein specifically regarding the Parish), as to which information the Parish has no direct knowledge.
SECTION 4. Publication. This Ordinance shall be published one time in the St. Charles Herald Guide, a weekly newspaper of general circulation in the Parish of St. Charles, Louisiana (being the official journal of the Parish).
SECTION 5. Effective Date. As provided by Section IV.B.3.f of the St. Charles Parish Charter, this Ordinance shall become effective five (5) days after its publication in the official journal.
Vote
The foregoing ordinance having been submitted to a vote, the vote thereon was as follows:
And the ordinance was declared adopted on this 3rd day of December, 2007.
CHAIRMAN: ___________________________________
SECRETARY: __________________________________
DLVD/PARISH PRESIDENT: _____________________
APPROVED: _______________ DISAPPROVED: _____
PARISH PRESIDENT: ____________________________
RETD/SECRETARY: _____________________________
AT: ____________ RECD BY: ______________________
STATE OF LOUISIANA
PARISH OF ST. CHARLES
I, the undersigned Secretary of the St. Charles Parish Council do hereby certify that the foregoing ____________ (___) pages constitute a true and correct copy of proceedings adopted by said Parish Council on December 3, 2007, authorizing and approving the sale of Qualified Gulf Opportunity Zone Revenue Bonds (REG Destrehan, LLC Project) Series 2007A of the Parish of St. Charles, State of Louisiana, approving the form and authorizing the execution and delivery of a Bond Purchase Agreement, a Preliminary Offering Memorandum and a Final Offering Memorandum; and providing for other matters with respect to the foregoing.
IN FAITH WHEREOF, witness my official signature and the impress of the official seal of the Parish at Hahnville, Louisiana, on this, the 3rd day of December, 2007.
(SEAL) Secretary