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HomeMy Public PortalAbout16344 ST Tender Offer Authorization Ordinance O R D I N A N C E NO. _16344 AN ORDINANCE AUTHORIZING THE DISTRICT TO MAKE A TENDER OFFER TO PURCHASE A PORTION OF THE DISTRICT’S OUTSTANDING WASTEWATER SYSTEM REVENUE BONDS; AND AUTHORIZING CERTAIN OTHER ACTIONS AND DOCUMENTS AND PRESCRIBING OTHER MATTERS RELATING THERETO. 1. The Metropolitan St. Louis Sewer District (the “District”) seeks to purchase a portion of its outstanding Taxable Wastewater System Refunding Revenue Bonds, Series 2019C (the “Series 2019C Bonds”), through a tender offer and to pay for such obligations tendered with the proceeds of its Wastewater System Refunding Revenue Bonds, Series 2024A (the “Series 2024A Bonds”). 2. The District issued its Series 2019C Bonds, dated December 4, 2019, pursuant to the Master Bond Ordinance No. 11713 (the “Master Bond Ordinance”) that was adopted by the Board of Trustees of the District on April 22, 2004, as supplemented by Ordinance No. 15312 (the “2019C Ordinance,” and together with the Master Bond Ordinance, the “Bond Ordinance”). The outstanding Series 2019C Bonds are as follows (the “Outstanding Series 2019C Bonds”): Maturity (May 1) Principal Amount Interest Rate CUSIP 2024 $ 1,605,000 2.050% 592481 LH6 2025 1,635,000 2.191 592481 LJ2 2026 1,675,000 2.291 592481 LK9 2027 1,710,000 2.414 592481 LL7 2028 12,185,000 2.514 592481 LM5 2029 12,485,000 2.564 592481 LN3 2030 12,810,000 2.614 592481 LP8 2031 17,610,000 2.714 592481 LQ6 2032 19,055,000 2.814 592481 LR4 2033 13,630,000 2.864 592481 LS2 2034 14,020,000 2.914 592481 LT0 2038* 20,355,000 3.159 592481 LU7 2045** 142,855,000 3.259 592481 LV5 ______________ *2038 Term Bonds, with mandatory redemption payments due in years 2036 through maturity in 2038. **2045 Term Bonds, with mandatory redemption payments due in years 2040 through maturity in 2045. 3. All of the Outstanding Series 2019C Bonds are valid, interest-bearing obligations for which the District is obligated; the Outstanding Series 2019C Bonds are not subject to optional redemption until May 1, 2029; since the issuance of the Series 2019C Bonds, the rates of interest available in the markets have risen, resulting in a lower market value of the Outstanding Series 2019C Bonds; and market conditions exist in which the District may be able to purchase a portion of the Outstanding Series 2019C Bonds at a price lower than the stated principal amount thereof by providing for the purchase and payment of all or a portion of the Outstanding Series 2019C Bonds through a tender offer therefor (the “Tender Offer”), paying the same -2- with proceeds of the District’s Series 2024A Bonds, and providing for cancellation and elimination of such Outstanding Series 2019C Bonds tendered pursuant to the Tender Offer (the “Tendered Obligations”). NOW, THEREFORE, Be It Ordained by the Board of Trustees of The Metropolitan St. Louis Sewer District, as follows: Section One. The Executive Director and Secretary-Treasurer (the “Authorized Officers”), or each individually, are hereby authorized to invite for tender any or all of the Outstanding Series 2019C Bonds for purchase by the District on such date as he determines appropriate, which date or dates shall be the “Settlement Date” hereunder. The Authorized Officers, or each individually, are hereby authorized to prepare, approve, execute and deliver, as the case may be, the form, content, terms and provisions of an invitation to tender with respect to the payment and purchase of the Outstanding Series 2019C Bonds (including any appendices thereto, the “Invitation”), and any published and/or mailed notice of the Invitation. The use and public distribution of the Invitation is hereby authorized. Section Two. The District is hereby authorized to take all actions, execute all documents, enter into such engagements, and prepare or approve such forms, certificates, documents, notices or agreements as may be necessary to carry out the terms of the Tender Offer and the purchase and payment thereof, including but not limited to (a) directing the application of available funds of the District to the payment of all of the principal of and interest on the Tendered Obligations on the Settlement Date, (b) entering into a dealer-manager agreement with Morgan Stanley & Co. LLC in substantially the form attached hereto as Exhibit A, (c) confirming the retention of Globic Advisors, as tender agent to the District and (d) establishing an ATOP account with the Depository Trust and Clearing Corporation. The Authorized Officers are hereby authorized and directed to execute any certificates, documents or agreements in connection with the Tender Offer. Section Three. The Authorized Officers are hereby authorized to execute and deliver such documents and certifications and take all other actions as determined necessary to carry out the provisions and the intent of this Ordinance. Any actions and determinations made herein pursuant to this Ordinance are and shall constitute an action of the District without further action of the Board of Trustees. Section Four. In case any one or more of the provisions of this Ordinance shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Ordinance, but this Ordinance shall be construed and enforced as if such illegal or invalid provision had not been contained therein. In case any covenant, stipulation, obligation or agreement contained in this Ordinance shall for any reason be held to be unenforceable or in violation of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the District to the full extent that the power to incur such obligation or to make such covenant, stipulation or agreement shall have been conferred on the District by law. Section Five. This Ordinance shall be governed by and construed and enforced in accordance with the laws of the State of Missouri and the Charter without giving effect to conflicts of laws provisions. Section Six. Pursuant to the Charter, this Ordinance shall take effect immediately and be in full force after its passage by the Board of Trustees. The foregoing Ordinance was adopted March 14, 2024 * * * * * -3- EXHIBIT A Draft DEALER MANAGER AGREEMENT March [__], 2024 Morgan Stanley & Co. LLC as Dealer Manager, 233 South Wacker Drive, 34th Floor Chicago, Illinois 60606 Ladies and Gentlemen: The Metropolitan St. Louis Sewer District (the “District”) plans to submit an invitation of an offer to sell to the District those outstanding bonds listed on Schedule A attached hereto (the “Invited Bonds”) (such invitation, the “Tender Offer”), upon the terms and subject to the conditions set forth in the Tender Offer and the accompanying material (the “Offer Material”) which the District has caused to be prepared and furnished to you on or prior to the date hereof for use in connection with the Tender Offer, including (a) the disclosure of the District as set forth in Appendix A of the Tender Offer (“Appendix A”) and (b) the form of Pricing Notice (as defined in the Tender Offer). Any other offering materials and information relating to the Tender Offer that the District may prepare or approve shall be called “Additional Material.” I. Appointment of Dealer Manager The District hereby appoints Morgan Stanley & Co. LLC as the exclusive dealer manager in connection with the Tender Offer (the “Dealer Manager”) and authorizes you to act on its behalf in accordance with this agreement and the terms of the Offer Material and any Additional Material. The District has approved the Offer Material and authorizes you to use the Offer Material and any Additional Material in connection with the solicitation of tenders. You agree to furnish no written material to holders of Invited Bonds in connection with the Tender Offer other than the Offer Material and any Additional Material. It is understood that nothing in this agreement nor the nature of the Dealer Manager’s services shall be deemed to create a fiduciary or agency relationship between you and the District. II. Availability of Offer Material and Additional Material The District shall cause to be delivered or otherwise made available by [Globic Advisors] as Information Agent and Tender Agent (the “Information Agent and Tender Agent”) to each registered holder of any Invited Bonds, to each participant in The Depository Trust Company (“DTC”) appearing in the most recent DTC securities position listing obtained by the Information Agent and Tender Agent as a holder of Invited Bonds (each such registered holder or participant, a “Registered or Beneficial Owner”), as soon as practicable, by electronic means and other means, including (i) by posting on the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access (“EMMA”) website, currently located at https://emma.msrb.org/, using the CUSIP numbers for the Invited Bonds; (ii) to DTC; and (iii) by posting electronically on the -4- website of the Information Agent and Tender Agent at [https://globic.com/[___]/], copies of the Offer Material and any Additional Material, all as set forth in the Tender Offer. Thereafter, to the extent practicable until the expiration of the Tender Offer, the District authorizes the Dealer Manager and the Information Agent and Tender Agent to cause copies of such material to be delivered or otherwise made available to each person and/or entity who becomes a Registered or Beneficial Owner of Invited Bonds. III. Solicitation of Tender Offers (a) The Dealer Manager agrees to use its best efforts to solicit offers to sell the Invited Bonds to the District in connection with the Tender Offer in accordance with instructions from the District and in a manner consistent with the performance of such services as are customarily performed by investment banking concerns in connection with invitations of like nature to the Tender Offer. None of the Dealer Manager nor its respective affiliates, nor any of its respective partners, directors, officers, agents, employees or controlling persons (if any) shall have any liability in tort, contract or otherwise to the other party hereunder except for its own breach of contract, gross negligence, willful misconduct or bad faith. (b) The District agrees to furnish to the Dealer Manager as many copies as they may reasonably request of the Offer Material and any Additional Material in final form for use by them in connection with the Tender Offer. The District shall not amend or supplement the Offer Material, or prepare or approve any Additional Material for use in connection with the Tender Offer, without the Dealer Manager’s prior consent, which consent shall not be unreasonably withheld. (c) The District agrees to advise the Dealer Manager promptly of (i) the occurrence of any event which could cause the District to withdraw, rescind, terminate or modify the Tender Offer, (ii) any proposal or requirement of the District to amend or supplement the Offer Material or any Additional Material or (iii) any other information relating to the Tender Offer which the Dealer Manager may from time to time reasonably request. (d) The District will not use or publish any Additional Material in connection with the Tender Offer, or refer to the Dealer Manager in any such Additional Material, without the Dealer Manager’s consent, which consent shall not be unreasonably withheld. The District will promptly inform the Dealer Manager of any litigation or administrative action or claim with respect to the Tender Offer. (e) At the District’s request and direction, the Dealer Manager obtained or was provided by the Information Agent and Tender Agent the names and addresses of, and principal amount of Invited Bonds held by, the Registered or Beneficial Owners of Invited Bonds as of a recent date. The District agrees to use its best efforts to assist and cooperate with the Dealer Manager during the period of the Tender Offer to determine identity of the Registered or Beneficial Owners of Invited Bonds. The Dealer Manager agrees to use such information only in connection with the Tender Offer, and not to furnish such information to any other person except in connection therewith. -5- (f) The District shall arrange, or cause the Information Agent and Tender Agent to arrange with DTC, to inform you during each business day prior to the expiration of the Tender Offer as to the principal amount of Invited Bonds which have been tendered pursuant to the Tender Offer during the interval since its previous daily report to you under this provision. IV. Compensation and Expenses (a) The District shall pay to the Dealer Manager, as compensation for its services as Dealer Manager, a fee of $2.50 for each $1,000 principal amount of Invited Bonds tendered and purchased pursuant to the Tender Offer. Such fee shall be payable concurrently with the payment for Invited Bonds under the Tender Offer or other termination of the Tender Offer. (b) Whether or not any Invited Bonds are tendered pursuant to the Tender Offer, the District shall pay all expenses of the preparation, printing, mailing and publishing of the Offer Material and any Additional Material and all of the Dealer Manager’s reasonable out-of-pocket expenses (including fees of counsel) incurred in connection with it serving as Dealer Manager hereunder. (c) The Information Agent and Tender Agent has been engaged to provide those services as described in the Tender Offer on behalf of the District. Whether or not any Invited Bonds are tendered pursuant to the Tender Offer, the District shall pay to the Information Agent and Tender Agent as part of its expenses in connection with making and consummation of the Tender Offer, payment for any services rendered, as agreed by the District and the Information Agent and Tender Agent. V. Representations and Warranties by the District The District represents and warrants to, and agrees with, the Dealer Manager that: (a) The District has all requisite legal right, power and authority to make and commence the Tender Offer and perform its obligations with respect thereto; to execute, deliver and perform the actions contemplated by the Offer Material and any Additional Material; to deliver the Offer Material and to deliver any Additional Material; and to engage in the transactions to which it is or is to be a party as contemplated hereby and by the Offer Material and any Additional Material. The delivery of the Offer Material, the delivery of any Additional Material and the use by the Dealer Manager of the Offer Material and any Additional Material has been duly authorized by all necessary action on the part of the District. (b) The Offer Material and any Additional Material (as amended or supplemented, if amended or supplemented) are and will be true and complete in all material respects and do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading in any material respect. -6- (c) The financial statements of, and other financial information incorporated by reference into the Offer Material as set forth in Appendix A regarding the District for the fiscal year ended June 30, 2023, fairly present the financial position and results of the operations of the District as of the dates and for the periods therein set forth, and, to the best of the District’s knowledge, (i) the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied and (ii) the other historical financial information has been determined on a basis substantially consistent with that of the District’s audited financial statements. Since June 30, 2023, no material adverse change in the affairs of the District from that which is reflected in the financial statements of the District for the fiscal year ended June 30, 2023, has occurred, which has not been disclosed on EMMA. (d) The making and consummation of the Tender Offer (including any related borrowings or other provisions for the payment for Invited Bonds by the District), the execution, delivery and performance by the District of this agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or result in the acceleration of any obligation under or in a breach of, or constitute a default under, any of the provisions of any resolution, agreement or undertaking to which the District is a party or by which it is bound or to which any of its property or assets is subject, or (ii) in any material respect conflict with or result in a violation by the District of the Constitution of the United States or the State of Missouri (the “State”), as amended, or any other law, ordinance, regulation, order, decree, judgment or ruling by or to which it or its revenues, properties, assets or operations are bound or subject. (e) All approvals, consents and other actions by, and all filings or registrations with or notices to, any governmental or administrative authority or agency having jurisdiction in the matter required as a condition precedent to the performance by the District of its obligations under the Offer Materials and any Additional Material have been obtained and are in full force and effect (or, in the case of Additional Materials, will be obtained and in full force and effect). (f) Except as described in the Offer Material or any Additional Material, no litigation or other proceeding before or by any court or agency or other administrative body (either State or federal) is pending against the District or, to the knowledge of the District, threatened against it, in any way restraining or enjoining, or threatening or seeking to restrain or enjoin, the making and consummation of the Tender Offer or in any way questioning or affecting: (i) the proceedings under which the Tender Offer is to be made and consummated; (ii) the accuracy, completeness or fairness of the Offer Material or any Additional Material; (iii) the legal existence of the District or its right to conduct its operations as presently conducted; or (iv) the title of its officers to their respective offices in such manner as to adversely affect the ability of the District to authorize the making and consummation of the Tender Offer or to consummate any of the transactions to which it is or is to be a party as contemplated by the Offer Materials or any Additional Material. (g) Except as described in the Offer Material or any Additional Material, there is no litigation or other proceeding pending or, to the knowledge of the District, threatened before or by any court, agency or other administrative body (either State or federal), nor -7- any other event or circumstance, which, if decided adversely to the District, would have a material adverse effect on the power or ability of the District to perform its obligations hereunder or with respect to the Tender Offer or to consummate the transactions to which it is or is to be a party as contemplated by the Offer Materials or any Additional Material. (h) Any certificates signed by any officer of the District authorized to execute and deliver such certificates and other documents on behalf of the District (each, an “Authorized Officer”) and delivered to the Dealer Manager pursuant to this agreement shall be deemed a representation and warranty by the District to the Dealer Manager as to the statements made therein with the same effect as if such representation and warranty were set forth herein. (i) Subject to the District’s issuance of its Wastewater System Refunding Revenue Bonds, Series 2024A (the “Bonds”), the District has or will have available funds, and is authorized to use such funds under applicable law, to pay the full purchase price of the Invited Bonds that it may become committed to purchase pursuant to the Tender Offer and all related fees and expenses. (j) Subject to the District’s issuance of the Bonds and the other conditions set forth in the Tender Offer, the District agrees to pay promptly, in accordance with the terms and subject to the conditions of the Offer Material and any Additional Material, such full purchase price and all related fees and expenses. (k) The District has made or will cause the Information Agent and Tender Agent to make appropriate arrangements with DTC to allow for the book-entry movement of tendered Invited Bonds. VI. Conditions of Obligation The obligation to act as Dealer Manager hereunder shall at all times be subject, in Dealer Manager’s discretion, to the conditions that: (a) All representations, warranties and other statements of the District contained herein and in the Offer Materials and any Additional Material are now, and at all times during the duration of the Tender Offer will be, true and correct. (b) The District at all times during the duration of the Tender Offer shall have performed all of its obligations hereunder theretofore required to have been performed. (c) Gilmore & Bell, P.C., and White Coleman & Associates, LLC, as co-bond counsel to the District, shall have furnished to the Dealer Manager, (i) concurrently with the execution of this agreement, their respective opinion, dated the date of the commencement of the Tender Offer, in the form set forth in Exhibit A-1 hereto; and (ii) on the date of the consummation of the Tender Offer, their respective opinion, dated such date, in the form set forth in Exhibit A-2 hereto; (d) The Dealer Manager shall have received on the date of the consummation of the Tender Offer a certificate from an Authorized Officer of the District confirming each -8- of the representations and warranties of the District set forth in Section V hereof are true and correct in all material respects as of such date. VII. Survival of Certain Provisions The agreements contained in Section IV and the representations and warranties of the District set forth in Section V hereof shall survive any termination or cancellation of this agreement, any completion of the engagement provided by this agreement, any investigation made by or on behalf of the Dealer Manager, any of its officers or partners or any person controlling the Dealer Manager, any termination or expiration of the Tender Offer and any acquisition of Invited Bonds, whether pursuant to the Tender Offer or otherwise. VIII. [Indemnity, Hold Harmless and Contribution] [subject to District review] (a) [The District agrees to the extent permitted under applicable law, to indemnify and hold harmless the Dealer Manager, the directors, officers, employees, and agents of the Dealer Manager and each person who controls the Dealer Manager within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) (any such person being herein referred to as the “Dealer Manager Indemnitee”), against any and all losses, claims, damages, or liabilities, joint or several, (a) to which such Dealer Manager Indemnitee may become subject under statute or regulation at law or in equity or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Offer Material or any Additional Material (or in any supplement or amendment of either), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (b) to the extent of the aggregate amount paid in any settlement of any litigation commenced or threatened arising from a claim based upon any such untrue statement or omission if such settlement is effected with the written consent of the District (which consent shall not be unreasonably withheld); and will reimburse any legal or other expenses reasonably incurred by any such Dealer Manager Indemnitee in connection with investigating or defending any such loss, claim, damage, liability, or action. This indemnity agreement shall not be construed as a limitation on any other liability which the District may otherwise have to any Dealer Manager Indemnitee. (b) The Dealer Manager agrees to indemnify and hold harmless the District, each of its officials, directors, officers, and employees, and each person who controls the District within the meaning of Section 15 of the Securities Act (any such person being herein referred to as the “District Indemnitee”) against any and all losses, claims, damages or liabilities, joint or several, to which such District Indemnitee may become subject under any statute or at law or in equity or otherwise, and shall promptly reimburse any District Indemnitee for any reasonable legal or other expenses incurred by it in connection with investigating any claims against it and defending any actions, but only to the extent that such losses, claims, damages, liabilities or actions arise out of or are based upon written information relating to such Dealer Manager furnished to the District by or on behalf of such Dealer Manager specifically for inclusion in the Offer Material or any Additional -9- Material (or in any amendment or supplement to either). The District acknowledges that the information in the Offer Material under the caption “DEALER MANAGER” constitutes the only information furnished in writing by or on behalf of the Dealer Manager for inclusion in the Offer Material (or in any amendment or supplement). This indemnity agreement shall not be construed as a limitation on any other liability which the Dealer Manager may otherwise have to any District Indemnitee. (c) For purposes of subsection (a) or (b) above, an “Indemnified Party” means a Dealer Manager Indemnitee or a District Indemnitee as the context dictates and an “Indemnifying Party” means the District or a Dealer Manager that is under the obligation to indemnify an Indemnified Party under this Section VIII. An Indemnified Party shall, promptly after the receipt of notice of the commencement of any action against such Indemnified Party in respect of which indemnification may be sought against an Indemnifying Party, notify the Indemnifying Party in writing of the commencement thereof, but the omission to notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party otherwise than under the indemnity agreement contained herein. In case any such action shall be brought against an Indemnified Party and such Indemnified Party shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party may, or if so requested by such Indemnified Party shall, participate therein or assume the defense thereof, with counsel satisfactory to such Indemnified Party, and after notice from the Indemnifying Party to such Indemnified Party of an election so to assume the defense thereof, the Indemnifying Party will not be liable to such Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. If the Indemnifying Party shall not have employed counsel to manage the defense of any such action or if the Indemnified Party shall have reasonably concluded that there may be defenses available to it or them that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of such Indemnified Party), such Indemnified Party shall have the right to retain legal counsel of its own choosing and the reasonable legal and other expenses incurred by such Indemnified Party shall be borne by the Indemnifying Party. An Indemnifying Party shall not be liable for any settlement of any such action effected without its consent by any Indemnified Party, which consent shall not be unreasonably withheld, but if settled with the consent of the Indemnifying Party or if there be a final judgment for the plaintiff in any such action against the Indemnifying Party or any Indemnified Party, with or without the consent of the Indemnifying Party, the Indemnifying Party agrees to indemnify and hold harmless such Indemnified Party to the extent provided herein.] IX. Miscellaneous (a) This agreement is made solely for the benefit of the Dealer Manager and the District, and no other person shall acquire or have any right under or by virtue of this agreement. -10- (b) In the event that any provision hereof shall be determined to be invalid or unenforceable in any respect, such determination shall not affect such provision in any other respect or any other provision hereof, which shall remain in full force and effect. Except as otherwise expressly provided in this agreement, whenever notice is required by the provisions of this agreement to be given to (i) the District, such notice shall be in writing addressed to The Metropolitan St. Louis Sewer District, at 2350 Market Street, St. Louis, Missouri 63103-255, Attention: Secretary-Treasurer and (ii) the Dealer Manager, such notice shall be in writing addressed to Morgan Stanley & Co. LLC, at 233 South Wacker Drive, 34th Floor, Chicago, Illinois 60606, Attention: William Mack. (c) This agreement contains the entire understanding of the parties with respect to the Dealer Manager acting as Dealer Manager for the Tender Offer, superseding any prior agreements with respect thereto and may not be modified or amended except in writing executed by the parties hereto. This agreement may be executed in any number of separate counterparts, each of which shall be an original, but all such counterparts shall together constitute one and the same agreement. (d) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE. (e) The District acknowledges and agrees that: (i) the primary role of the Dealer Manager, as dealer, is to solicit tenders, in an arm’s-length commercial transaction, and that the Dealer Manager has financial and other interests that differ from those of the District; (ii) the Dealer Manager is not acting as a municipal advisor, financial advisor, or fiduciary to the District and has not assumed any advisory or fiduciary responsibility to the District with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto or in connection with the issuance of the District’s Bonds (irrespective of whether the Dealer Manager has provided other services or is currently providing other services to the District on other matters); (iii) the only contractual obligations the Dealer Manager has to the District with respect to the transaction contemplated hereby expressly are set forth in this agreement; and (iv) the District has consulted its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it deems appropriate in connection with the transactions contemplated hereby and the issuance of the District’s Bonds. The District has engaged a municipal advisor in this transaction that has legal fiduciary duties to the District. (f) The Dealer Manager does not provide accounting, tax or legal advice. The District is authorized, subject to applicable law, to disclose any and all aspects of this potential transaction that are necessary to support any U.S. federal income tax benefits expected to be claimed with respect to such transaction. (g) [Anti-discrimination Against Israel Act certification under review by Dealer Manager] Please sign and return to us a duplicate of this letter, whereupon it will become a binding agreement. -11- [SIGNATURES ON FOLLOWING PAGE] -1- Very truly yours, THE METROPOLITAN ST. LOUIS SEWER DISTRICT By: _______________________________________ Tim R. Snoke Secretary-Treasurer -2- Accepted and agreed to as of the date first above written: MORGAN STANLEY & CO. LLC By: _______________________________________ William Mack Executive Director -3- Schedule A INVITED BONDS (TAXABLE) Series CUSIP* Maturity Date Interest Rate Outstanding Principal Amount [Maximum Principal Amount that may be Accepted for Purchase if Tendered] Taxable Wastewater System Refunding Revenue Bonds, Series 2019C 592481 LH6 2024 2.050% $ 1,605,000 592481 LJ2 2025 2.191 1,635,000 592481 LK9 2026 2.291 1,675,000 592481 LL7 2027 2.414 1,710,000 592481 LM5 2028 2.514 12,185,000 592481 LN3 2029 2.564 12,485,000 592481 LP8 2030 2.614 12,810,000 592481 LQ6 2031 2.714 17,610,000 592481 LR4 2032 2.814 19,055,000 592481 LS2 2033 2.864 13,630,000 592481 LT0 2034 2.914 14,020,000 592481 LU7 2038† 3.159 20,355,000 592481 LV5 2045† 3.259 142,855,000 $271,630,000 __________ † Term Bond * CUSIP is a registered trademark of the American Bankers Association. CUSIP Global Services is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. CUSIP numbers are provided for convenience of reference only. None of the District, the Dealer Manager, the Information Agent and the Tender Agent or their respective agents or counsel assume responsibility for the accuracy of such numbers. -1- Exhibit A-1 FORM OPINION OF CO-BOND COUNSEL TO BE PROVIDED AT LAUNCH March ___, 2024 The Metropolitan St. Louis Sewer District St. Louis, Missouri Morgan Stanley & Co. LLC, Chicago, Illinois Re: The Metropolitan St. Louis Sewer District, Taxable Wastewater System Refunding Revenue Bonds, Series 2019C Ladies and Gentlemen: We have acted as co-bond counsel to The Metropolitan St. Louis Sewer District (the “District”) in connection with the execution and delivery of the Dealer Manager Agreement, dated the date hereof (the “Agreement”), by and among the District and Morgan Stanley & Co. LLC, as dealer manager (the “Dealer Manager”), relating to the Invitation to Tender Bonds, dated the date hereof (including the cover page, Appendix A and Appendix B thereto, the “Tender Offer”), with respect to certain outstanding maturities of the District’s above-referenced series of bonds (the “Invited Bonds”). In such capacity, we have been requested to deliver this opinion pursuant to the Agreement. All terms used herein, unless otherwise defined herein, have the same meanings assigned to them in the Agreement. Regarding questions of fact material to the views expressed herein, we have relied on the certified proceedings and other certifications of public officials and others furnished to us without undertaking to verify them by independent investigation. Based on and subject to the foregoing, we are of the view, under existing law, as follows: 1. The District has the requisite power and authority to take, and has duly taken, all necessary action to authorize (i) the Tender Offer, (ii) the financing of the Tender Offer, and (iii) the purchase of the Invited Bonds by the District pursuant to the Tender Offer. 2. The Dealer Manager Agreement has been duly authorized, executed and delivered by the District and constitutes a valid and legally binding agreement of the District, enforceable against the District, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and by equitable principles, whether considered at law or in equity. 3. The Tender Offer is exempt from the provisions of Section 14(d) of the Securities Exchange Act of 1934, as amended, Regulation 14D and Regulation 14E of the Securities and Exchange Commission (“SEC”), and SEC Rules 14e-1 through 14e-8. 4. [The statements contained in the Tender Offer under the caption “SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES” insofar as such statements expressly summarize certain matters of U.S. federal income tax law and regulations are accurate in all material respects.] -2- The views expressed herein are limited to the federal laws of the United States and the laws of the State of Missouri. [10b-5 comfort on Tender Offer under discussion by District and counsel] This opinion is given as of its date, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may come to our attention or any changes in law that may occur after the date of this opinion. No attorney-client relationship has existed or exists between our firm and anyone other than the District by virtue of this letter. This letter is delivered to the Dealer Manager solely for your information and benefit in connection with the Tender Offer and may not be relied upon by the Dealer Manager for any other purpose or relied upon by any other party without our prior written consent. Very truly yours, Exhibit A-2 FORM OPINION OF CO-BOND COUNSEL TO BE PROVIDED AT SETTLEMENT April ___, 2024 The Metropolitan St. Louis Sewer District St. Louis, Missouri Morgan Stanley & Co. LLC, Chicago, Illinois Re: The Metropolitan St. Louis Sewer District, Taxable Wastewater System Refunding Revenue Bonds, Series 2019C Ladies and Gentlemen: We have acted as co-bond counsel to The Metropolitan St. Louis Sewer District (the “District”) in connection with the execution and delivery of the Dealer Manager Agreement, dated March [__], 2024 (the “Agreement”), by and among the District and Morgan Stanley & Co. LLC, as dealer manager (the “Dealer Manager”), relating to the Invitation to Tender Bonds, dated March [__], 2024 (including the cover page, Appendix A and Appendix B thereto, the “Tender Offer”), with respect to certain outstanding maturities of the District’s above-referenced series of bonds (the “Invited Bonds”). In such capacity, we have been requested to deliver this opinion pursuant to the Agreement. All terms used herein, unless otherwise defined herein, have the same meanings assigned to them in the Agreement. Regarding questions of fact material to the views expressed herein, we have relied on the certified proceedings and other certifications of public officials and others furnished to us without undertaking to verify them by independent investigation. Based on and subject to the foregoing, we are of the view, under existing law, as follows: 1. The District has the requisite power and authority to take, and has duly taken, all necessary action to authorize (i) the Tender Offer, (ii) the financing of the Tender Offer, and (iii) the purchase of the Invited Bonds by the District pursuant to the Tender Offer. 2. The Dealer Manager Agreement has been duly authorized, executed and delivered by the District and constitutes a valid and legally binding agreement of the District, enforceable against the District, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and by equitable principles, whether considered at law or in equity. 3. The Tender Offer is exempt from the provisions of Section 14(d) of the Securities Exchange Act of 1934, as amended, Regulation 14D and Regulation 14E of the Securities and Exchange Commission (“SEC”), and SEC Rules 14e-1 through 14e-8. 4. [The statements contained in the Tender Offer under the caption “SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES” insofar as such statements expressly summarize certain matters of U.S. federal income tax law and regulations are accurate in all material respects.] -4- The views expressed herein are limited to the federal laws of the United States and the laws of the State of Missouri. [10b-5 comfort on Tender Offer under discussion by District and counsel] This opinion is given as of its date, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may come to our attention or any changes in law that may occur after the date of this opinion. No attorney-client relationship has existed or exists between our firm and anyone other than the District by virtue of this letter. This letter is delivered to the Dealer Manager solely for your information and benefit in connection with the Tender Offer and may not be relied upon by the Dealer Manager for any other purpose or relied upon by any other party without our prior written consent. Very truly yours,