TOWN OF WHITESTOWN, INDIANA NOTICE OF INTENT TO SELL BONDS Upon not less than twenty-four (24) hours' notice given by telephone by Reedy Financial Group P.C. (the "Financial Advisor"), as designee for the Town of Whitestown, Indiana (the "Issuer" or "Town"), the Issuer will receive by mail at the offices of the Financial Advisor, P.O. Box 943, Seymour, Indiana, 47274 and consider bids for the purchase of the following described bonds (or in the alternative, bids may be submitted via facsimile transmission or thru "PARITY", Attention: Andrew Lanam (812) 522-9422, or via E-Mail at alanam@reedyfinancialgroup.com). Any person interested in submitting a bid for the bonds must furnish in writing to the Issuer, c/o its Financial Advisor, at the aforementioned address, fax number or E-Mail Address, on or before 11:00 a.m. (Eastern Standard Time) by June 27, 2016, the person's name, address and telephone number and if desired, a fax number or E-Mail address. The Issuer's representative or its designee will notify (or cause to be notified) each person so registered of the date and time bids will be received not less than twenty-four (24) hours before the date and time of sale. The notification shall be made by telephone at the number furnished by such person and also by fax or E-Mail, if a fax number or E-Mail address has been received. The sale is expected to take place on or about June 28, 2016. At the time designated for the sale, the Issuer will receive and consider bids for the purchase of the bonds of the Issuer designated as "Town of Whitestown, Indiana General Obligation Bonds, Series 2016", in the aggregate principal amount of $1,995,000 ("Bonds"). Each bid must be for not less than all of the Bonds described herein. Bidders may bid a discount not to exceed 1.0% of the face amount of the Bonds. The Bonds will bear interest at a rate or rates not to exceed 3.5% per annum (the exact interest rate or rates will be determined by bidding). Interest will be calculated on a 30/360-day basis and will be payable on January 15, 2017, and semiannually thereafter on January 15 and July 15 of each year. Said Bonds will be dated the date of delivery, will be in the denominations of $100,000 and any $1,000 integral multiple in excess thereof and will mature semiannually on January 15 and July 15 on the dates and in the amounts as follows: Date Amount* 07/15/2017 $245,000 01/15/2018 245,000 07/15/2018 245,000 01/15/2019 250,000 07/15/2019 250,000 01/15/2020 250,000 07/15/2020 250,000 01/15/2021 260,000 * The Issuer reserves the right to adjust principal maturities to accomplish desired annual debt service coverage based upon the interest rates of the successful bidder. All or a portion of the Bonds may be issued as one or more term bonds, upon election of the successful bidder. Such term bonds shall have a stated maturity or maturities of January 15 or July 15, beginning January 15, 2018, with a final maturity no later than January 15, 2021, as determined by the successful bidder. The term bonds shall be subject to mandatory sinking fund redemption and final payment(s) at maturity at 100% of the principal amount thereof, plus accrued interest to the redemption date, on dates consistent with the above schedule. At the request of the successful bidder, the Bonds may be issued as fully registered Bonds in book entry only form, registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). In such case, the successful bidder is expected to apply to DTC to make such Bonds depository eligible. The Bonds will not be subject to optional redemption prior to maturity. Principal is payable at the office of a registrar and paying agent to be designated by the Issuer. Interest shall be paid by check mailed to the registered owners or by wire transfer to depositories. The Bonds will be issued in fully registered form. Each bid must be for all of said Bonds and must state the rate or rates of interest in multiples of 1/8 or 1/20 of 1%. Any bids specifying two or more interest rates shall also specify the amount and maturities of the Bonds bearing each rate, but all Bonds maturing on the same date shall bear the same single interest rate. The rate on any maturity shall be equal to or greater than the rate on the immediately preceding maturity. The award will be made to the bidder complying with the terms of sale and offering the lowest net interest cost to the Issuer, to be determined by computing the total interest on all of the Bonds to their maturities and deducting therefrom the premium bid, if any, and adding thereto the discount bid, if any. Although not a term of sale, it is requested that each bid show the net dollar interest cost to final maturity and the net effective average interest rate on the entire issue. No conditional bid or bid for less than 99% of the face value of said Bonds will be considered. The right is reserved to reject any and all bids. If no satisfactory bids are received at the time and on the date fixed for the sale, the sale may be continued from day to day thereafter without further advertisement for a period of thirty (30) days, during which time no bid which provides a higher net interest cost to the Issuer than the best bid received at the time of the advertised sale will be considered. Each bid must be on the bid form provided by the Issuer which shall be enclosed in a sealed envelope addressed to the Clerk-Treasurer of Town of Whitestown and marked "Bid for Town of Whitestown, Indiana General Obligation Bonds, Series 2016." The winning bidder will be notified and instructed to submit a good faith deposit which may consist of either a certified or cashier's check or wire transfer in the amount of $19,950. If a check is submitted, it shall be drawn on a bank or trust company which is insured by the Federal Deposit Insurance Corporation and shall be submitted to the Issuer (or the successful bidder shall wire transfer the deposit amount as instructed by the Issuer) not later than 3:30 p.m. (Eastern Standard Time) on the next business day after the date of the award. In either case, the deposit shall be payable to the "Town of Whitestown, Indiana" and shall be held as a guaranty of the performance of the bid. No interest on the deposit will accrue to the successful bidder. In the event the successful bidder fails to honor its accepted bid, the deposit will be retained by the Issuer. The deposit will be applied to the purchase price of the Bonds. The successful bidder will be required to make payment for the Bonds in Federal Reserve funds or other immediately available funds and accept delivery of the Bonds within five (5) days after being notified that the Bonds are ready for delivery. It is anticipated that the Bonds will be ready for delivery within thirty (30) days of the sale date, and if not ready for delivery within forty-five (45) days after the sale date, the purchaser shall be entitled to rescind the sale and obtain the return of the good faith deposit. The successful bidder will be required to certify as to the price at which a substantial amount of Bonds of each maturity was reoffered to the public, if the Bonds are reoffered. The opinion of Bose McKinney & Evans LLP, bond counsel, of Indianapolis, Indiana, approving the legality of said Bonds, together with a transcript of the bond proceedings, and closing certificates in the usual form showing no litigation, will be furnished to the successful bidder at the expense of the Issuer. Bids may be submitted electronically via PARITY in accordance with this notice until the time fixed for the sale, but no bid will be received after such time. To the extent any instructions or directions set forth in PARITY conflict with this notice, the terms of this notice shall control. For further information about PARITY, potential bidders may contact the Financial Advisor at the address set forth herein, or may contact i-Deal LLC at 1539 Broadway, 2nd Floor, New York, New York 10018 (phone: 212-849-5021). CUSIP identification numbers may be printed on the Bonds if requested by the successful bidder; provided, however, that neither the failure to print such numbers on any Bond nor any error with respect thereto shall constitute cause for failure or refusal by the successful bidder therefor to accept delivery of and pay for the Bonds in accordance with the terms of its bid. No CUSIP identification number shall be deemed to be a part of any Bond or a part of the contract evidenced thereby, and no liability shall hereafter attach to the Issuer or any of its officers or agents because of or on account of such numbers. All expenses in relation to the printing of CUSIP identification numbers on the Bonds shall be paid for by the Issuer; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the successful bidder. The successful bidder will also be responsible for any other fees or expenses it incurs in connection with the resale of the Bonds, including any charges in connection with DTC. The Bonds are being issued under the provisions of Indiana Code 36-5-2-11 for the purpose of providing funds to be applied to the cost of certain public improvement projects in the Town including but not limited to certain street improvements, the purchase of certain vehicles for the Town and other related public improvements projects. The Bonds will be, as to all the principal thereof and interest due thereon, general obligations of the Issuer, payable from ad valorem property taxes on all taxable property in the Town. The Issuer has covenanted that it will cause ad valorem property taxes for the payment of the principal of and interest on the Bonds to be levied, collected, appropriated and applied for that purpose. The Bonds are subject to Indiana Code 6-1.1-20.6 regarding the circuit breaker tax credit. In the opinion of Bose McKinney & Evans LLP, Bond Counsel, under the federal statutes, decisions, regulations and rulings existing on this date, the interest on the Bonds is excludable from gross income for purposes of federal income taxation. The Bonds are subject to the Internal Revenue Code of 1986 as in effect on the date of their issuance ("Code") which imposes limitations on the issuance of obligations such as the Bonds under federal tax law. The Issuer has covenanted to comply with those limitations to the extent required to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. The Issuer has designated the Bonds for purposes of Section 265(b) of the Code to qualify for the $10,000,000 annual exception from the 100% disallowance, in the case of banks and other financial institutions, of the deduction for interest expense allocable to tax-exempt obligations. The Issuer has not prepared an Official Statement relating to the Bonds. However, information concerning the Issuer may be obtained from the Financial Advisor. The Bonds will be sold pursuant to the exceptions listed in Section (d) to the Securities Exchange Commission rule 15c2-12. As a result, the successful bidder will be required to provide a sophisticated investor letter ("Investor Letter") at the time of delivery of the Bonds certifying that either (A) it (i) is a sophisticated investor with extensive experience in purchasing and evaluating obligations similar to the Bonds, (ii) is purchasing the Bonds for investment for its own account and not with the present view of reselling or otherwise disposing of all or any part thereof, and (iii) will not sell, convey, pledge or otherwise transfer the Bonds without prior compliance with applicable registration and disclosure requirements of state and federal securities laws, or (B) it (i) is a sophisticated investor with extensive experience in purchasing and evaluating obligations similar to the Bonds and (ii) will offer and sell the Bonds to no more than 35 purchasers, each of which is a "qualified institutional buyer" as defined in Rule 144A of the Securities Act of 1933, as amended (the "1933 Act"), or an "accredited investor" as defined in Rule 501(a) of the 1933 Act, and each of which is purchasing the Bonds for investment for their own account and not with the view of reselling or otherwise disposing any or all of the Bonds. A form of the Investor Letter is available upon request at the offices of Bond Counsel, Dennis H. Otten, Bose McKinney & Evans LLP, 111 Monument Circle, Suite 2700, Indianapolis, Indiana 46204. Dated this 10th day of June, 2016. /s/ Matt Sumner Clerk-Treasurer Town of Whitestown, Indiana TLR-288 06/10 & 17 hspaxlp
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