HomeMy WebLinkAboutRes 2010-02 Bradley Bonds Sixth Series June 2010* ***~IBE~
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TO: Board of Directors
Alaska Energy Authority
MEMORANDUM
FROM: Steven H. Haagenson >fi'IA'
Executive Director
DATE: June 8, 2010
SUBJECT: Power Revenue Refunding Bonds, Sixth Series (Bradley Lake Hydroelectric
Project) Resolution No. 2010-02 (the "Fifth Supplemental Resolution")
Before you is Resolution No. 2010-02. This resolution authorizes the Authority to issue up to
$34,000,000 principal amount of the Authority's Power Revenue Refunding Bonds, Sixth Series
(Bradley Lake Hydroelectric Project) (the "Sixth Series Bonds"). The Sixth Series Bonds will be
revenue obligations of the Authority and supported by revenues from the Bradley Lake
Hydroelectric Project.
The purpose of the Sixth Series Bonds is to redeem and refund the Authority's $30,640,000
outstanding Power Revenue Refunding Bonds, Fifth Series (Bradley Lake Hydroelectric Project)
(the "Refunded Bonds"). The Authority issued the Refunded Bonds in 1999 for the purpose of
refunding bonds issued in 1989 which financed a portion of the Bradley Lake Hydroelectric
Project.
The Refunded Bonds are fixed rate bonds. The reason for the refunding is to provide lower
interest rates and, therefore, debt service savings.
The Bradley Lake Project Management Committee ("PMC") directed the Budget Subcommittee
of the PMC to analyze a potential refunding transaction for cost savings benefits. The Budget
Subcommittee determined refunding the Refunded Bonds results in a projected 7% present
value savings (at the time of the analysis) and recommended PMC authorization of the
transaction. The PMC, on June 3, 2010, is expected to approve a resolution authorizing the
refunding. On July 1, 2010, the call premium on the Refunded Bonds drops by .5%, a savings of
$153,200. Therefore, staff anticipates issuing the bonds on July 1, 2010.
Resolution No. 2010-02 establishes the parameters of the Sixth Series Bonds. It delegates
authority to a Designated Representative to finalize the terms of the Sixth Series Bonds at the
time of marketing pursuant to a Bond Purchase Agreement. It is currently anticipated that the
Sixth Series Bonds will be issued in the approximate principal amount of $29,000,000 (the
additional authorization is being requested in case market conditions occur which require
original issue discount). The final interest rates, principal maturities and redemption features will
be determined on the date of marketing (currently expected to occur on June 16, 2010). A draft
of the bond purchase agreement and a close to final draft of the preliminary official statement for
the Sixth Series Bonds is attached for your review and comment. Staff recommends, in
particular, that you review the preliminary official statement, as this document is the Authority's
sales prospectus for the Sixth Series Bonds; if you have comments or questions, please contact
813 West Northern Lights Boulevard • Anchorage, Alaska 99503-2495
www.aidea.org • 907/771-3000 • FAX 907/771-3044 • Toll Free (Alaska Only) 888/300-8534 • www.akenergyauthority.org
Memorandum
June 8, 2010
Page2
me. Prior to posting, AEA will need to approve the preliminary official statement as final (and
Resolution No. 2010-02 authorizes the Designated Representative to execute that approval).
Merrill Lynch, Pierce, Fenner & Smith is acting as the underwriter for the Sixth Series Bonds.
Michael Cunningham, Chief Financial Officer and Senior Vice President of Chugach Electric
Association, representing the Power Purchasers, will be in attendance at the meeting to answer
any questions the Board may have regarding the decision to refund the outstanding bonds.
Cynthia Weed of K&L Gates LLP, the Authority's bond counsel, will be participating by phone to
explain the resolution and related documents in more detail. Eric Whaley of Merrill Lynch,
Pierce, Fenner & Smith will also participate and be able to answer any questions the Board
members may have of the underwriter.
Staff recommends approval of Resolution No. 2010-02.
ALASKA ENERGY AUTHORITY
RESOLUTION NO. 2010-02
A SUPPLEMENTAL RESOLUTION AUTHORIZING
THE ISSUANCE, SALE AND DELIVERY OF
POWER REVENUE REFUNDING BONDS,
SIXTH SERIES (BRADLEY LAKE HYDROELECTRIC PROJECT),
IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$34,000,000 AND DETERMINING RELATED MATTERS
Adopted June 8, 2010
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TABLE OF CONTENTS
Page
ARTICLE I
Definitions and Authority
Section 101. Short Title ....................................................................................................... 1
Section 102. Definitions....................................................................................................... 1
Section 103. Authority for this Resolution .......................................................................... 2
ARTICLE II
Authorization; Terms and Issuance
Section 201. Authorization, Principal Amount, Description and Series.............................. 2
Section 202. Purposes; Redemption Accounts .................................................................... 3
Section 203. Issue Date and Form; Book-Entry .................................................................. 3
Section 204. Places and Manner of Payment ....................................................................... 4
Section 205. Maturities and Interest Rates .......................................................................... 5
Section 206. Numbers and Letters ....................................................................................... 5
Section 207. Redemption ..................................................................................................... 5
Section 208. No Redemption of Bonds from Construction Fund Moneys .......................... 5
ARTICLE III
Sale and Delivery of Bonds
Section 301. Sale of Bonds .................................................................................................. 5
Section 302. Approval of Official Statement and Continuing Disclosure ........................... 7
Section 303. Investment Agreements .................................................................................. 7
Section 304. Delivery of Bonds ........................................................................................... 7
ARTICLE IV
Paying Agent
Section 401. Appointment of Paying Agent ........................................................................ 8
ARTICLE V
Ratification
Section 501. Ratification, Confirmation and Approval ....................................................... 8
ARTICLE VI
Effective Date
Section 601. Fifth Supplemental Resolution Effective Date ............................................... 8
Exhibit A Bond Terms
ALASKA ENERGY AUTHORITY
RESOLUTION NO. 2010-02
A SUPPLEMENTAL RESOLUTION AUTHORIZING
THE ISSUANCE, SALE AND DELIVERY OF
POWER REVENUE REFUNDING BONDS,
SIXTH SERIES (BRADLEY LAKE HYDROELECTRIC PROJECT),
IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$34,000,000 AND DETERMINING RELATED MATTERS
BE IT RESOLVED by the Board of Directors of the Alaska Energy Authority on the 8th
day of June, 2010, that pursuant to the Power Revenue Bond Resolution adopted on
September 7, 1989 (hereinafter referred to as the “Resolution”), this Supplemental Resolution is
adopted as follows:
ARTICLE I
Definitions and Authority
Section 101. Short Title. This resolution may hereafter be cited by the Authority, and is
hereinafter sometimes referred to, as the “Fifth Supplemental Resolution.”
Section 102. Definitions.
(A) All defined terms contained in the Resolution shall have the same
meanings in this Fifth Supplemental Resolution as such defined terms are given in Section 102
of the Resolution.
(B) In addition, as used in this Fifth Supplemental Resolution, unless the
context shall otherwise require, the following terms shall have the following respective
meanings:
Bond Insurance Policy means the insurance policy, if any, issued by the Insurer
guaranteeing the scheduled payment of principal of and interest on the Bonds when due.
Beneficial Owner means the person in whose name a Bond is recorded as the beneficial
owner of such Bond by the respective systems of DTC and the DTC Participants or the registered
owner of the Bond if the Bond is not then held in book-entry form under Section 203.
Bond Purchase Agreement means that certain Bond Purchase Agreement between the
Authority and the Underwriter relating to the sale of the Bonds.
Bonds means the Sixth Series Bonds.
Continuing Disclosure Agreement means the Continuing Disclosure Agreement
executed by the Authority and dated the date of the Settlement Date, as such term is defined in
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the Bond Purchase Agreement, and relating to the Bonds, as originally executed and as it may be
amended from time to time in accordance with the terms thereof.
Designated Representative means the Executive Director of the Authority and the
Deputy Director – Finance.
DTC means The Depository Trust Company, a limited purpose trust company organized
under the laws of the State of New York, and its successors and assigns.
DTC Participant means a trust company, bank, broker, dealer, clearing corporation and
any other organization that is a participant of DTC.
Fifth Series Bonds means the Authority’s Power Revenue Refunding Bonds, Fifth Series
(Bradley Lake Hydroelectric Project) issued in the initial aggregate principal amount of
$30,640,000.
Fourth Supplemental Resolution means the Supplemental Resolution of the Authority
adopted under the terms of the Resolution on December 16, 1998.
Insurer means the bond insurance company, if any, selected by the Designated
Representative to issue a Bond Insurance Policy.
Letter of Representations means the Blanket Issuer Letter of Representations dated
October 24, 1997, from the Authority to DTC.
Settlement Date means July 1, 2010, or such other date or dates as may be established for
the issuance of the Sixth Series Bonds pursuant to the terms of the Bond Purchase Agreement.
Sixth Series Bonds means the Bonds of the Authority authorized by this Fifth
Supplemental Resolution and herein designated “Power Revenue Refunding Bonds,
Sixth Series.”
Underwriter means Merrill Lynch, Pierce, Fenner & Smith Incorporated.
Section 103. Authority for this Resolution. This Fifth Supplemental Resolution is
adopted pursuant to the provisions of the Act and the Resolution.
ARTICLE II
Authorization; Terms and Issuance
Section 201. Authorization, Principal Amount, Description and Series.
(A) In order to provide funds necessary for the purposes specified in Section 205 of
the Resolution, in accordance with and subject to the terms, conditions and limitations
established herein and in the Resolution, a Series of Power Revenue Bonds is hereby authorized
to be issued in an aggregate principal amount to be determined in accordance with Section 301
hereof. The Authority is of the opinion and hereby determines that the issuance of the Bonds in
said amount is necessary to provide sufficient funds to be used and expended for the purposes
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specified in Section 202 of the Resolution. The Bonds of such Series shall be designated and
entitled “Power Revenue Refunding Bonds, Sixth Series (Bradley Lake Hydroelectric Project).”
(B) The Authority hereby finds and determines that the establishment in the
Resolution of the Capital Reserve Fund will enhance the marketability of the Bonds.
Section 202. Purposes; Redemption Accounts.
(A) The purpose for which the Bonds are being issued is to refund the outstanding
Fifth Series Bonds.
(B) There is hereby established within the Construction Fund the Fifth Series
Redemption Account. The Trustee shall deposit proceeds of the Bonds, together with other
amounts held in other Funds or any accounts therein as directed by the Authority, into the Fifth
Series Redemption Account and shall hold such proceeds and such other amounts in such
account for the defeasance of the Fifth Series Bonds in accordance with Paragraph 2 of
Section 1201 of the Resolution; provided, however, that the Designated Representative may
instruct the Trustee to hold a portion of such proceeds or such other amounts for payment of
Costs of Issuance, and the Trustee shall apply such proceeds or such other amounts to pay such
costs as instructed by the Designated Representative. On August 2, 2010, or as soon thereafter
as possible, the Trustee shall apply the amounts then held in the Fifth Series Redemption
Account to the redemption of the Fifth Series Bonds in accordance with the Fourth Supplemental
Resolution. If any amounts remain in the Fifth Series Redemption Account after the redemption
of the Fifth Series Bonds, the Trustee shall treat such remaining amount as Revenues and shall
forthwith transfer such Revenues to the Revenue Fund.
Section 203. Issue Date and Form; Book-Entry.
(A) The Bonds shall be dated as of the Settlement Date, or such other date as the
Designated Representative may select.
(B) Subject to (E) of this Section, the Bonds shall be registered initially in the name of
“Cede & Co.,” as nominee of DTC, and shall be issued initially in the form of a single Bond for
each maturity in the amount of such maturity. Registered ownership of the Bonds, or any
portions thereof, may not thereafter be transferred except (i) to any successor of DTC or its
nominee, provided that any such successor shall be qualified under any applicable laws to
provide the service proposed to be provided by it; (ii) to any substitute depository’s successor; or
(iii) to any person as provided in paragraph (E) below.
(C) Upon the resignation of DTC or its successor (or any substitute depository or its
successor) from its functions as depository or a determination by the Authority that it is no
longer in the best interest of Beneficial Owners to continue the system of book-entry transfers
through DTC or its successors (or any substitute depository or its successor), the Authority may
appoint a substitute depository. Any such substitute depository shall be qualified under any
applicable laws to provide the services proposed to be provided by it.
(D) In the case of any transfer pursuant to clause (i) or (ii) of paragraph (B) above, the
Trustee shall, upon receipt of all Outstanding Bonds, together with a written request of an
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Authorized Officer and a supply of new Bonds, authenticate a single new Bond for each maturity
of Bonds then Outstanding, registered in the name of such successor or such substitute
depository, or its nominee, as the case may be, all as specified in such written request.
(E) In the event that (i) DTC or its successor (or substitute depository or its successor)
is not available to function as depository for the Bonds or resigns from its functions as
depository, and no substitute depository can be obtained, or (ii) the Authority determines that it
is in the best interest of the Beneficial Owners that they be able to obtain Bond certificates, the
Bonds may be issued, or ownership of Bonds may then be transferred, to any person or entity as
provided in the Resolution, and the Bonds shall not, or shall no longer, be held in book-entry
form. An Authorized Officer shall deliver a written request to the Trustee to issue Bonds as
provided in the Resolution in any authorized denomination, together with a supply of definitive
Bonds. Upon receipt of all then Outstanding Bonds by the Trustee, together with a written
request of an Authorized Officer to the Trustee, new Bonds shall be issued and authenticated in
such denominations and registered in the names of such persons as are requested in such written
request.
(F) For so long as the Bonds are held in book-entry form under this Section, the
Authority and the Trustee may treat DTC (or its nominee) as the sole and exclusive registered
owner of the Bonds registered in its name for the purposes of payment of principal or
Redemption Price of and interest on such Bonds, selecting such Bonds or portions thereof to be
redeemed, giving any notice permitted or required to be given to Bondholders under the
Resolution, registering the transfer of such Bonds and obtaining any consent or other action to be
taken by Bondholders and for all other purposes whatsoever, and neither the Authority nor the
Trustee shall be affected by any notice to the contrary. Neither the Authority nor the Trustee
shall have any responsibility or obligation to any DTC Participant, any person claiming a
beneficial ownership interest in the Bonds under or through DTC or any DTC Participant, or any
other person not shown on the registration books of the Trustee as being a registered owner with
respect to the accuracy of any records maintained by DTC or any DTC Participant, the payment
by DTC or any DTC Participant of any amount in respect of the principal or Redemption Price of
or interest on the Bonds, any notice which is permitted or required to be given to Bondholders
under the Resolution, the selection by DTC or any DTC Participant of any person to receive
payment in the event of a partial redemption of the Bonds, or any consent given or other action
taken by DTC as Bondholder. The Trustee shall pay from monies available under the Resolution
all principal and Redemption Price of and interest on Bonds only to or upon the order of DTC,
and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s
obligations with respect to the principal or Redemption Price of and interest on the Bonds to the
extent of the sum or sums so paid.
Section 204. Places and Manner of Payment. For so long as all Outstanding Bonds are
registered in the name of Cede & Co. or its registered assigns, payment of principal and interest
thereon shall be made as provided in the Letter of Representations and the operational
arrangements referred to therein as amended from time to time. In the event that the Bonds are
no longer registered in the name of Cede & Co. or its registered assigns, (i) payment of interest
on the Bonds will be made by check or draft mailed by first class mail to the registered owner at
the address appearing on the bond register of the Authority kept at the corporate trust office of
the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal
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amount of Bonds received at least 15 days prior to an interest payment date, by wire transfer in
immediately available funds to an account in the United States of America designated by such
registered owner; and (ii) principal of the Bonds will be payable at the corporate trust office of
the Trustee upon surrender of the Bonds representing such principal. Both principal of and
interest on the Bonds are payable in any coin or currency of the United States of America which,
on the respective dates of payment thereof, shall be legal tender for the payment of public and
private debts.
Section 205. Maturities and Interest Rates. The Bonds shall be issued in denominations
of $5,000 or any integral multiple thereof, shall mature on July 1 in the years and principal
amounts, and shall bear interest at the rates all as determined by the Designated Representative
pursuant to Section 301 hereof.
Section 206. Numbers and Letters. Bonds shall be numbered and lettered in such
manner as the Designated Representative shall determine prior to delivery thereof.
Section 207. Redemption. The Bonds shall be subject to redemption (including
redemption by application of sinking fund payments) as determined by the Designated
Representative pursuant to Section 301 hereof.
Section 208. No Redemption of Bonds from Construction Fund Moneys. The Bonds
shall not be subject to redemption pursuant to subsection 503(8) of the Resolution.
ARTICLE III
Sale and Delivery of Bonds
Section 301. Sale of Bonds.
(A) The Bonds shall be sold at negotiated sale to the Underwriter pursuant to the
terms of the Bond Purchase Agreement. The Designated Representative is hereby authorized to
negotiate terms for the purchase of the Bonds, review, approve and execute the Bond Purchase
Agreement, with such terms as are approved by him or her pursuant to this Section and
consistent with this Fifth Supplemental Resolution. The Underwriter has advised the Authority
that market conditions are fluctuating and, as a result, the most favorable market conditions may
occur on a day other than a scheduled meeting date of the Authority. The Authority has
determined that it would be in the best interest of the Authority to delegate to the Designated
Representative for a limited time the authority to approve the final interest rates, aggregate
principal amount, terms of redemption and redemption rights and principal amounts of each
maturity of the Bonds. The Designated Representative is hereby authorized to approve the final
interest rates, maturity dates, aggregate principal amount, principal maturities, terms of
redemption and redemption rights for the Bonds in the manner provided hereafter so long as the
aggregate principal amount of the Bonds does not exceed $34,000,000; provided, however, that
notwithstanding the foregoing the Designated Representative is not authorized, empowered, or
directed to execute or deliver the Bond Purchase Agreement until the Project Management
Committee or its designee for the Project shall have approved the final terms of the Bond
Purchase Agreement and shall have requested the Authority to execute and deliver the Bond
Purchase Agreement. The provisions of subsection (C) of this Section further authorize the
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Designated Representative to determine whether the Bonds shall be secured by a Bond Insurance
Policy, consistent with the approval granted by the Power Management Committee.
In determining the final interest rates, aggregate principal amounts, principal maturities,
terms of redemption and redemption rights, the Designated Representative, in consultation with
Authority staff, shall take into account those factors that, in his or her judgment, will result in the
most favorable terms for the Bonds, including, but not limited to current financial market
conditions and current interest rates for obligations comparable in tenor and quality to the Bonds.
Subject to the terms and conditions set forth in this Section 301, the Designated Representative is
hereby authorized to execute the final form of the Bond Purchase Agreement, upon the
Designated Representative’s approval of the final interest rates, aggregate principal amount,
principal maturities, terms of redemption and redemption rights set forth therein. Such terms
shall be set forth in Exhibit A to the Bond Purchase Agreement and an exhibit setting forth such
final terms of the Bonds shall be attached to this Fifth Supplemental Resolution as Exhibit A,
and thereby incorporated into this Fifth Supplemental Resolution. The authority granted to the
Designated Representative by this Section 301 shall expire 90 days after the date of approval of
this Fifth Supplemental Resolution. If a Bond Purchase Agreement for the Bonds has not been
executed within 90 days after the date of final approval of this Fifth Supplemental Resolution,
the authorization for the issuance of the Bonds shall be rescinded, and the Bonds shall not be
issued nor their sale approved unless such Bonds shall have been re-authorized by resolution of
the Authority. The resolution re-authorizing the issuance and sale of such Bonds may be in the
form of a new Supplemental Resolution repealing this Fifth Supplemental Resolution in whole or
in part or may be in the form of an amendatory resolution approving a Bond Purchase Agreement
or establishing terms and conditions for the authority delegated under this Section 301.
(B) Upon the passage and approval of this Fifth Supplemental Resolution, each
Designated Representative is authorized and directed to undertake all action necessary for the
prompt execution and delivery of the Bonds to the Underwriter, to purchase the Bond Insurance
Policy, if so determined, and further to execute the Bond Purchase Agreement and all closing
certificates and documents required to effect the closing and delivery of the Bonds in accordance
with the terms of the Bond Purchase Agreement.
(C) The Designated Representative is hereby further authorized at his or her option to
solicit proposals from municipal bond insurance companies for the issuance of a Bond Insurance
Policy. The Designated Representative may execute a commitment received from the Insurer
selected by the Designated Representative. The Authority further authorizes all proper officers,
agents, attorneys and employees of the Authority to cooperate with the Insurer in preparing such
additional agreements, certificates, and other documentation on behalf of the Authority as shall
be necessary or advisable in providing for the Bond Insurance Policy, if any.
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Section 302. Approval of Official Statement and Continuing Disclosure.
(A) The distribution of the Preliminary Official Statement of the Authority in the form
presented to and made a part of the records of this meeting is approved. The distribution of a
final Official Statement, which is in substantially the form and content of the draft Official
Statement, and the use thereof by the Underwriter in connection with the offering of the Bonds,
is hereby ratified, confirmed and approved. There is hereby delegated to the Designated
Representative the power to deem the Official Statement, or any draft thereof which he or she
considers appropriate, final on behalf of the Authority for purposes of Securities and Exchange
Commission Rule 15c2-12(b)(1).
(B) The Authority hereby covenants and agrees that it will comply with and carry out
all of the provisions of the Continuing Disclosure Agreement as the Continuing Disclosure
Agreement may be completed and attached as an Exhibit to the final Official Statement.
Notwithstanding any other provision of the Fifth Supplemental Resolution, failure of the
Authority to comply with the Continuing Disclosure Agreement shall not be considered a default
of the Authority’s obligations under this Fifth Supplemental Resolution, the Resolution or the
Bonds; however, the Beneficial Owner of any Bond may bring an action for specific
performance, to cause the Authority to comply with its obligations under this Section.
Section 303. Investment Agreements. The Chair or Vice Chair, Deputy Director–
Finance or the Executive Director be, and each of them hereby is, authorized and empowered to
execute and deliver appropriate investment agreements with financial institutions providing for
investment of proceeds of the Bonds and amounts to be transferred from other funds of the
Authority to secure the Bonds in such form and on such terms and conditions as they deem
appropriate.
Section 304. Delivery of Bonds. The Chair, Vice Chair, Executive Director, Deputy
Director–Finance and such other person or persons as may be designated by the Executive
Director are specifically designated as Authorized Officers as defined in the Resolution, and they
hereby are severally authorized, after execution of the Bonds, to deliver the Bonds to the Trustee
for authentication under the Resolution and, upon authentication and upon receipt of the balance
of the purchase price of the Bonds, to deliver to the Trustee a written order in the name of the
Authority directing the Trustee to deliver the Bonds to or upon the order of the Underwriter and
to receive the proceeds of sale of the Bonds and give a written receipt therefor on behalf of the
Authority, to apply said proceeds and the other moneys required to be transferred or deposited in
accordance with the terms of the Resolution and this Fifth Supplemental Resolution and in such
manner as is required to cause the conditions precedent to the issuance of the Bonds to be
complied with, and to do and perform or cause to be done and performed, for and on behalf of
the Authority, all acts and things that constitute conditions precedent to the authentication and
delivery of the Bonds or that are otherwise required or convenient to be done and performed by
or on behalf of the Authority prior to or simultaneously with the delivery of the Bonds. Such
Authorized Officers are hereby severally authorized for and on behalf of the Authority to do or
cause to be done all acts and things required or desirable to be done by the Authority under and
pursuant to the terms of the Resolution and in accordance with the terms and conditions of the
Bond Purchase Agreement.
ARTICLE IV
Paying Agent
Section 401. Appointment of Paving Agent. U.S. Bank National Association ts
appointed Paying Agent for the Bonds pursuant to Section 902 of the Resolution.
ARTICLEV
Ratification
Section 501. Ratification, Confirmation and Aooroval. Pursuant to Section 713 of the
Resolution, the Authority has assigned, pledged and transferred its rights under the Power Sales
Agreement to the Trustee for the benefit of Bondholders and further agreed to enforce its terms.
This Board hereby ratifies, approves and confirms the Power Sales Agreement as a valid and
binding obligation of the Authority and further authorizes and directs that the Power Sales
Agreement, including all amendments thereto, certified by an Authorized Officer, be filed with
the Trustee.
ARTICLE VI
Effective Date
Section 601. Fifth Suoolemental Resolution Effective Date. This Fifth Supplemental
Resolution shall take effect immediately.
Supplemental Resolution approved and adopted by the Alaska Energy Authority on
June 8, 2010.
\
I.!
[SEAL]
ATTEST:
Secretary
Chair
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