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ORDINANCE NO. 13467
AN ORDINANCE, designating a pool of underwriting firms for Nine Hundred
Forty Five Million Dollars ($945,000,000.00) principal amount of Wastewater System Revenue
Bonds of The Metropolitan St. Louis Sewer District, approved by the voters on June 5, 2012, and
designating the underwriting team for approximately Two Hundred Seventy Five Million Dollars
($275,000,000.00) principal amount of Wastewater System Revenue Bonds, Series 2012A, of
The Metropolitan St. Louis Sewer District, and authorizing the Executive Director and
Secretary-Treasurer to appoint and enter into an agreement with the Senior Manager, with an
emergency clause.
WHEREAS, in order to fund improvements to meet federal and state clean water laws
and regulations and as set forth in a Consent Decree with the United States Environmental
Protection Agency and the Coalition for the Environment, The Metropolitan St. Louis Sewer
District (the “District”) submitted to the voters of the District on June 5, 2012 a proposition to
issue Nine Hundred Forty Five Million Dollars ($945,000,000.00) principal amount of sewer
revenue bonds (the “Bonds”), which proposition was approved by more than a majority of the
voters voting thereon; and
WHEREAS, the District seeks to assemble a pool of qualified national, local and
MWBE underwriting firms (the “Underwriting Pool”) to execute and provide the lowest cost of
finance for the Bonds; and
WHEREAS, the District desires to proceed with the issuance of approximately
Two Hundred Seventy Five Million Dollars ($275,000,000.00) principal amount of the Bonds
(the “Series 2012A Bonds”) and to designate the underwriters thereof selected from the
Underwriting Pool;
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF
THE METROPOLITAN ST. LOUIS SEWER DISTRICT, AS FOLLOWS:
Section One. The firms of Bank of America Merrill Lynch, Backstrom
McCarley Berry & Co., LLC, Edward D. Jones & Co., L.P., George K. Baum & Company, J.P.
Morgan Securities LLC, Morgan Stanley, Siebert Brandford Shank & Co., LLC, Stern Brothers
& Co., Stifel, Nicolaus & Company, Incorporated, Valdes & Moreno and Wells Fargo Securities
are hereby designated as members of the Underwriting Pool from which the underwriters of each
particular series of Bonds issued from time to time will be chosen.
Section Two. The firms of Bank of America Merrill Lynch (the “Series 2012A
Senior Manager”), and Edward D. Jones & Co., L.P., J.P. Morgan Securities LLC, Siebert
Brandford Shank & Co., LLC, Stern Brothers & Co., Stifel, Nicolaus & Company, Incorporated
and Valdes & Moreno (collectively, the “Series 2012A Co-Managers”) are hereby designated as
the underwriters of the Series 2012A Bonds. The District's MWBE goals will be met by said
team of underwriters.
Section Three. The Executive Director and Secretary-Treasurer are hereby
authorized on behalf of the District to (a) appoint one or more of the Series 2012A Co-Managers
as Co-Senior Managers for the Series 2012A Bonds and (b) enter into an agreement with the
Series 2012A Senior Manager designating the respective roles of the Series 2012A Senior
Manager (including any Co-Senior Managers) and the Series 2012A Co-Managers, which
agreement shall contain such terms and provisions as are approved by the Office of the General
Counsel of the District.
Section Four. To support compliance with the aforementioned Consent Decree,
this Ordinance must be implemented without delay, thus creating an emergency within the
meaning of the District's Charter. Accordingly, this Ordinance shall take effect immediately
upon its enactment.
The foregoing Ordinance was adopted July 12, 2012.