SWAN CREEK INTERCOUNTY DRAIN DRAINAGE DISTRICT COUN­TIES OF GRA­TIOT, MID­LAND AND SAG­I­NAW, STATE OF MICHI­GAN

SWAN CREEK INTERCOUNTY DRAIN BONDS, SE­RIES 2018

The Bond Buyer - - Competitive Sales Notices -

SEALED BIDS for the pur­chase of the above bonds (the “Bonds”) will be re­ceived by an agent of the un­der­signed at the of­fice of Bendzin­ski & Co., Mu­nic­i­pal Fi­nance Ad­vi­sors, 615 Gris­wold Street, Suite 1225, Detroit, Michi­gan 48226-3997, on Wed­nes­day, the 14th day of Novem­ber, 2018, un­til 1:00 o’clock, P.M., pre­vail­ing Eastern Time, at which time and place said bids will be pub­licly opened and read. Signed bids may be sub­mit­ted by fax, but no bid will be re­ceived after the time for re­ceiv­ing bids spec­i­fied above and the bid­der bears all risks of trans­mis­sion fail­ure.

IN THE AL­TER­NA­TIVE: Bids may be sub­mit­ted elec­tron­i­cally via PAR­ITY pur­suant to this No­tice on the same date and un­til the same time, but no bid will be re­ceived after the time for re­ceiv­ing bids spec­i­fied above. 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 Bendzin­ski & Co. at (313) 961-8222 or PAR­ITY at (212) 849-5021.

BOND DE­TAILS: The Bonds will be fully reg­is­tered bonds of the de­nom­i­na­tion of $5,000 each or any in­te­gral mul­ti­ple thereof not ex­ceed­ing the ag­gre­gate prin­ci­pal amount for each ma­tu­rity at the op­tion of the pur­chaser thereof, dated the date of de­liv­ery thereof, and will bear in­ter­est from their date payable on June 1, 2019 and semi­an­nu­ally there­after.

The Bonds will ma­ture on the first day of June as fol­lows:

TERM BOND OP­TION: Bid­ders shall have the op­tion of des­ig­nat­ing the Bonds as se­rial bonds or term bonds, or both. The bid must des­ig­nate whether each of the prin­ci­pal amounts shown above for the years 2020 through fi­nal ma­tu­rity rep­re­sent a se­rial ma­tu­rity or a manda­tory redemp­tion re­quire­ment for a term bond ma­tu­rity. There may be more than one term bond des­ig­nated. In any event, the above prin­ci­pal amount sched­uled for the years 2020 through fi­nal ma­tu­rity shall be rep­re­sented by ei­ther se­rial bond ma­tu­ri­ties or manda­tory redemp­tion re­quire­ments, or a com­bi­na­tion of both. Any such des­ig­na­tion must be made at the time bids are sub­mit­ted.

PRIOR REDEMP­TION:

A. MANDA­TORY REDEMP­TION. Bonds des­ig­nated as term bonds shall be sub­ject to manda­tory redemp­tion at par and ac­crued in­ter­est on the dates and in the amounts cor­re­spond­ing to the annual prin­ci­pal ma­tu­ri­ties here­in­be­fore set forth. The Bonds or por­tions of Bonds to be re­deemed shall be se­lected by lot.

B. OP­TIONAL REDEMP­TION. The Bonds ma­tur­ing on and after June 1, 2027, shall be sub­ject to redemp­tion prior to ma­tu­rity, at the op­tion of the Drainage District, in whole or in part, in any or­der, on any date on and after June 1, 2026. Bonds of a de­nom­i­na­tion greater than $5,000 may be re­deemed in part in amounts of $5,000 or any in­te­gral mul­ti­ple thereof. If less than all of the Bonds ma­tur­ing in any year are to be re­deemed, the Bonds or por­tions of Bonds to be re­deemed shall be se­lected by lot. The redemp­tion price shall be the par value of the Bond or por­tion of the Bond called to be re­deemed plus in­ter­est to the date fixed for redemp­tion.

C. NO­TICE OF REDEMP­TION. Not less than thirty days’ no­tice of redemp­tion shall be given by mail to the reg­is­tered own­ers of Bonds called to be re­deemed at the reg­is­tered ad­dress. Bonds or por­tions of Bonds called for redemp­tion shall not bear in­ter­est after the date fixed for redemp­tion, pro­vided funds are on hand with the bond reg­is­trar and pay­ing agent to re­deem the same.

IN­TER­EST RATE AND BID­DING DE­TAILS: The Bonds shall bear in­ter­est at a rate or rates not ex­ceed­ing 6% per an­num, to be fixed by the bids there­for. The in­ter­est on any one Bond shall be at one rate only and all Bonds ma­tur­ing in any one year must carry the same in­ter­est rate. The dif­fer­ence be­tween the high­est and low­est in­ter­est rate on the Bonds shall not ex­ceed 2 per­cent­age points. No pro­posal for the pur­chase of less than all of the Bonds or at a price less than 99% nor more than 100% of their par value will be con­sid­ered.

AD­JUST­MENT TO PRIN­CI­PAL AMOUNT AND PUR­CHASE PRICE: Fol­low­ing re­ceipt of bids and prior to fi­nal award, the Drainage District re­serves the right to de­crease the prin­ci­pal amount of the Bonds. Such ad­just­ment, if nec­es­sary, will be made in in­cre­ments of $5,000 per ma­tu­rity, and may be made in one or more ma­tu­ri­ties. The pur­chase price will be ad­justed pro­por­tion­ately to the de­crease in the prin­ci­pal amount of the Bonds, but the in­ter­est rates spec­i­fied by the suc­cess­ful bid­der will not change. The suc­cess­ful bid­der may not with­draw its bid as a re­sult of any changes made as pro­vided in this para­graph.

BOOK-EN­TRY-ONLY: The Bonds will be is­sued in book-en­try-only form as one fully reg­is­tered Bond per ma­tu­rity and will be reg­is­tered in the name of Cede & Co., as nom­i­nee for The De­pos­i­tory Trust Com­pany (“DTC”), New York, New York. DTC will act as se­cu­ri­ties de­pos­i­tory for the Bonds. Pur­chase of the Bonds will be made in book-en­try-only form, in the de­nom­i­na­tion of $5,000 or any in­te­gral mul­ti­ple thereof. Pur­chasers will not re­ceive cer­tifi­cates rep­re­sent­ing their in­ter­est in Bonds pur­chased. The bonds will not be is­sued in book-en­try form if the pur­chaser is will­ing to ac­cept phys­i­cal de­liv­ery of the bonds in de­nom­i­na­tions equal to the ag­gre­gate prin­ci­pal amount for each

ma­tu­rity and, if nec­es­sary, trans­fer the bonds only in such de­nom­i­na­tions. The book-en­try-only sys­tem is de­scribed fur­ther in the pre­lim­i­nary of­fi­cial state­ment for the Bonds.

BOND REG­IS­TRAR AND PAY­ING AGENT: The Bonds shall be payable as to prin­ci­pal in law­ful money of the United States upon sur­ren­der thereof at the cor­po­rate trust of­fice of The Hunt­ing­ton Na­tional Bank, Grand Rapids, Michi­gan, the bond reg­is­trar and pay­ing agent. In­ter­est shall be paid to the reg­is­tered owner of each Bond as shown on the reg­is­tra­tion books at the close of busi­ness on the 15th day of the cal­en­dar month pre­ced­ing the month in which the in­ter­est pay­ment is due. In­ter­est shall be paid when due by check or draft drawn upon and mailed by the bond reg­is­trar and pay­ing agent to the reg­is­tered owner at the reg­is­tered ad­dress. As long as DTC, or its nom­i­nee Cede & Co., is the reg­is­tered owner of the Bonds, pay­ments will be made di­rectly to such reg­is­tered owner. Dis­burse­ment of such pay­ments to DTC par­tic­i­pants is the re­spon­si­bil­ity of DTC and dis­burse­ment of such pay­ments to the ben­e­fi­cial own­ers of the Bonds is the re­spon­si­bil­ity of DTC par­tic­i­pants and in­di­rect par­tic­i­pants as de­scribed in the pre­lim­i­nary of­fi­cial state­ment for the Bonds. The Drainage District may from time to time as re­quired des­ig­nate a suc­ces­sor bond reg­is­trar and pay­ing agent.

PUR­POSE AND SE­CU­RITY: The Bonds are to be is­sued pur­suant to the pro­vi­sions of Act 40, Pub­lic Acts of Michi­gan, 1956, as amended, to de­fray part of the cost of im­prove­ments to the Swan Creek Intercounty Drain. The Bonds are to be is­sued in an­tic­i­pa­tion of, and are pri­mar­ily payable from, col­lec­tions of spe­cial as­sess­ments as­sessed against pub­lic cor­po­ra­tions and prop­erty in the Coun­ties of Gra­tiot, Mid­land and Sag­i­naw in the Drainage District.

FULL FAITH AND CREDIT OF COUN­TIES OF GRA­TIOT, MID­LAND AND SAG­I­NAW: Pur­suant to a res­o­lu­tion adopted by its Board of Com­mis­sion­ers, the County of Gra­tiot, the County of Mid­land and the County of Sag­i­naw each has pledged its full faith and credit as ad­di­tional se­cu­rity for the pay­ment of the prin­ci­pal of and in­ter­est on the Bonds to the ex­tent of spe­cial as­sess­ments as­sessed against prop­erty and pub­lic cor­po­ra­tions in such county. In the event and to the ex­tent that mon­eys re­quired to pay such prin­ci­pal and in­ter­est are not col­lected from the afore­men­tioned spe­cial as­sess­ments, each county is ob­li­gated to ad­vance from its general fund mon­eys suf­fi­cient to pay its share of such prin­ci­pal and in­ter­est. Each county’s abil­ity to raise such funds is sub­ject to con­sti­tu­tional lim­i­ta­tions on the tax­ing power of the county.

GOOD FAITH: A cer­ti­fied or cashier’s check drawn upon an in­cor­po­rated bank or trust com­pany, or wire trans­fer, in the amount of $23,300 and payable to the or­der of the Trea­surer of the County of Sag­i­naw will be re­quired of the suc­cess­ful bid­der. The suc­cess­ful bid­der is re­quired to sub­mit its good faith de­posit to the Trea­surer of the County of Sag­i­naw as in­structed by the Drainage District or its Reg­is­tered Mu­nic­i­pal Ad­vi­sor re­ferred to below not later than Noon, pre­vail­ing Eastern Time, on the next busi­ness day fol­low­ing the award. The good faith de­posit will be ap­plied to the pur­chase price of the Bonds. In the event the suc­cess­ful bid­der fails to honor its ac­cepted bid, the good faith de­posit will be re­tained by the Drainage District. No in­ter­est shall be al­lowed on the good faith check. The good faith check of the suc­cess­ful bid­der will be im­me­di­ately cashed and pay­ment for the bal­ance of the pur­chase price of the Bonds shall be made at the clos­ing.

AWARD OF BONDS: The Bonds will be awarded to the bid­der whose bid pro­duces the low­est true in­ter­est cost to the Drainage District. True in­ter­est cost shall be com­puted by de­ter­min­ing the annual in­ter­est rate (com­pounded semi­an­nu­ally) nec­es­sary to dis­count the debt ser­vice pay­ments on the Bonds from the pay­ment dates thereof to December 5, 2018, and to the price bid, ex­clud­ing ac­crued in­ter­est.

LE­GAL OPIN­ION: Bids shall be con­di­tioned upon the ap­prov­ing opin­ion of Dickinson Wright PLLC, at­tor­neys of Detroit, Michi­gan, the orig­i­nal of which will be fur­nished with­out ex­pense to the pur­chaser of the Bonds at the de­liv­ery thereof. The fees of Dickinson Wright PLLC for ser­vices ren­dered in con­nec­tion with such ap­prov­ing opin­ion are ex­pected to be paid from bond pro­ceeds. Ex­cept to the ex­tent nec­es­sary to is­sue its ap­prov­ing opin­ion as to the va­lid­ity of the above Bonds, Dickinson Wright PLLC has made no in­quiry as to any fi­nan­cial in­for­ma­tion, state­ments or ma­te­ri­als con­tained in any fi­nan­cial doc­u­ments, state­ments or ma­te­ri­als that have been or may be fur­nished in con­nec­tion with the au­tho­riza­tion, is­suance or mar­ket­ing of the Bonds, and ac­cord­ingly will not ex­press any opin­ion with re­spect to the ac­cu­racy or com­plete­ness of any such fi­nan­cial in­for­ma­tion, state­ments or ma­te­ri­als.

TAX MAT­TERS: The ap­prov­ing opin­ion of bond coun­sel will in­clude an opin­ion to the ef­fect that un­der ex­ist­ing law, the in­ter­est on the Bonds is ex­cluded from gross in­come for fed­eral in­come tax pur­poses. In­ter­est on the Bonds is not an item of tax pref­er­ence for pur­poses of the in­di­vid­ual fed­eral al­ter­na­tive min­i­mum tax. For cor­po­ra­tions with tax years be­gin­ning after December 31, 2017, the cor­po­rate al­ter­na­tive min­i­mum tax was re­pealed by Pub­lic Law No. 115-97 (the “Tax Cuts and Jobs Act”) en­acted on December 22, 2017, ef­fec­tive for tax years be­gin­ning after December 31, 2017. For tax years be­gin­ning be­fore Jan­uary 1, 2018, in­ter­est on the Bonds is not an item of tax pref­er­ence for pur­poses of the cor­po­rate al­ter­na­tive min­i­mum tax in ef­fect prior to en­act­ment of the Tax Cuts and Jobs Act; how­ever, in­ter­est on the Bonds held by a cor­po­ra­tion (other than an S Cor­po­ra­tion, reg­u­lated in­vest­ment com­pany, or real es­tate in­vest­ment trust) may be sub­ject to the fed­eral al­ter­na­tive min­i­mum tax for tax years be­gin­ning be­fore Jan­uary 1, 2018 be­cause of its in­clu­sion in the ad­justed cur­rent earn­ings of a cor­po­rate holder. The opin­ion set forth in the first sen­tence above will be sub­ject to the con­di­tion that the Drainage District com­ply with all re­quire­ments of the In­ter­nal Rev­enue Code of 1986, as amended (the “Code”), that must be sat­is­fied sub­se­quent to the is­suance of the Bonds in or­der that in­ter­est thereon be (or con­tinue to be) ex­cluded from gross in­come for fed­eral in­come tax pur­poses. Fail­ure to com­ply with cer­tain of such re­quire­ments could cause the in­ter­est on the Bonds to be in­cluded in gross in­come retroac­tive to the date of is­suance of the Bonds. The Drainage District has covenanted to com­ply with all such re­quire­ments. The opin­ion will ex­press no opin­ion re­gard­ing other fed­eral tax con­se­quences aris­ing with re­spect to the Bonds.

The Drainage District has des­ig­nated the Bonds as “qual­i­fied tax ex­empt obli­ga­tions” for pur­poses of Sec­tion 265(b)(3) of the Code.

If the suc­cess­ful bid­der will ob­tain a mu­nic­i­pal bond in­sur­ance pol­icy or other credit en­hance­ment for the Bonds in con­nec­tion with their orig­i­nal is­suance, the suc­cess­ful bid­der will be re­quired, as a con­di­tion of de­liv­ery of the Bonds, to cer­tify that the pre­mium there­for will be less than the present value of the in­ter­est ex­pected to be saved as a re­sult of such in­sur­ance or other credit en­hance­ment. The form of an ac­cept­able cer­tifi­cate will be pro­vided by Bond Coun­sel.

In ad­di­tion, the ap­prov­ing opin­ion of Bond Coun­sel will in­clude an opin­ion to the ef­fect that un­der ex­ist­ing law, the Bonds and the in­ter­est thereon are ex­empt from all tax­a­tion by the State of Michi­gan or a po­lit­i­cal sub­di­vi­sion thereof, ex­cept es­tate taxes and taxes on gains re­al­ized from the sale, pay­ment or other dis­po­si­tion thereof.

IS­SUE PRICE: The win­ning bid­der shall as­sist the Drainage District in es­tab­lish­ing the is­sue price of the Bonds and shall ex­e­cute and de­liver to the Drainage District at clos­ing an “is­sue price” or sim­i­lar cer­tifi­cate set­ting forth the rea­son­ably ex­pected ini­tial of­fer­ing price to the pub­lic or the sales price or prices of the Bonds, to­gether with the sup­port­ing pric­ing wires or equiv­a­lent com­mu­ni­ca­tions, sub­stan­tially in the form pro­vided by Bond Coun­sel, with such mod­i­fi­ca­tions as may be ap­pro­pri­ate or nec­es­sary, in the rea­son­able judg­ment of the win­ning bid­der, the Drainage District and Bond Coun­sel. All ac­tions to be taken by the Drainage District un­der this No­tice of Sale to es­tab­lish the is­sue price of the Bonds may be taken on be­half of the Drainage District by the Drainage District’s Reg­is­tered Mu­nic­i­pal Ad­vi­sor iden­ti­fied herein and any no­tice or re­port to be pro­vided to the Drainage District may be pro­vided to the Drainage District’s Reg­is­tered Mu­nic­i­pal Ad­vi­sor.

The Drainage District in­tends that the pro­vi­sions of Trea­sury Reg­u­la­tion Sec­tion 1.148-1(f)(3)(i) (defin­ing “com­pet­i­tive sale” for pur­poses of es­tab­lish­ing the is­sue price of the Bonds) will ap­ply to the ini­tial sale of the Bonds (the “com­pet­i­tive sale re­quire­ments”) be­cause:

(1) the Drainage District is dis­sem­i­nat­ing this No­tice of Sale to po­ten­tial un­der­writ­ers in a man­ner that is rea­son­ably de­signed to reach po­ten­tial un­der­writ­ers;

(2) all bid­ders shall have an equal op­por­tu­nity to bid;

(3) the Drainage District an­tic­i­pates re­ceiv­ing bids from at least three un­der­writ­ers of mu­nic­i­pal bonds who have es­tab­lished in­dus­try rep­u­ta­tions for un­der­writ­ing new is­suances of mu­nic­i­pal bonds; and

(4) the Drainage District an­tic­i­pates award­ing the sale of the Bonds to the bid­der who sub­mits a firm of­fer to pur­chase the Bonds at the low­est true in­ter­est cost, as set forth in this No­tice of Sale.

Any bid sub­mit­ted pur­suant to this No­tice of Sale shall be con­sid­ered a firm of­fer for the pur­chase of the Bonds, as spec­i­fied in the bid.

In the event that com­pet­i­tive sale re­quire­ments are sat­is­fied, the win­ning bid­der shall be ex­pected to cer­tify as to the rea­son­ably ex­pected ini­tial of­fer­ing price of the Bonds to the pub­lic.

In the event that the com­pet­i­tive sale re­quire­ments are not sat­is­fied, the Drainage District shall so ad­vise the win­ning bid­der. The Drainage District shall treat (i) the first price at which 10% of a ma­tu­rity of the Bonds (the “10% test”) is sold to the pub­lic as of the sale date as the is­sue price of that ma­tu­rity and (ii) the ini­tial of­fer­ing price to the pub­lic as of the sale date of any ma­tu­rity of the Bonds not sat­is­fy­ing the 10% test as of the sale date as the is­sue price of that ma­tu­rity (the “hold-the-of­fer­ing-price rule”), in each case ap­plied on a ma­tu­rity-by-ma­tu­rity ba­sis (and if dif­fer­ent in­ter­est rates ap­ply within a ma­tu­rity, to each sep­a­rate CUSIP num­ber within that ma­tu­rity). The win­ning bid­der shall ad­vise the Drainage District if any ma­tu­rity of the Bonds sat­is­fies the 10% test as of the date and time of the award of the Bonds. Any ma­tu­rity of the Bonds (and if dif­fer­ent in­ter­est rates ap­ply within a ma­tu­rity, to each sep­a­rate CUSIP num­ber within that ma­tu­rity) that does not sat­isfy the 10% test as of the date and time of the award of the Bonds shall be sub­ject to the hold-the-of­fer­ing-price rule. Bids will not be sub­ject to can­cel­la­tion in the event that any ma­tu­rity of the Bonds is sub­ject to the hold-the-of­fer­ing-price rule. Bid­ders should pre­pare their bids on the as­sump­tion that some or all of the ma­tu­ri­ties of the Bonds will be sub­ject to the hold-the-of­fer­ing­price rule in or­der to es­tab­lish the is­sue price of the Bonds.

By sub­mit­ting a bid, each bid­der con­firms that, ex­cept as oth­er­wise pro­vided in its bid, it has an es­tab­lished in­dus­try rep­u­ta­tion for un­der­writ­ing new is­suances of mu­nic­i­pal bonds, and, fur­ther, the win­ning bid­der shall (i) con­firm that the un­der­writ­ers have of­fered or will of­fer the Bonds to the pub­lic on or be­fore the date of award at the of­fer­ing price or prices (the “ini­tial of­fer­ing price”), or at the cor­re­spond­ing yield or yields, set forth in the bid sub­mit­ted by the win­ning bid­der and (ii) agree, on be­half of the un­der­writ­ers par­tic­i­pat­ing in the pur­chase of the Bonds, that the un­der­writ­ers will nei­ther of­fer nor sell un­sold Bonds of any ma­tu­rity to which the hold-the-of­fer­ing-price rule shall ap­ply to any per­son at a price that is higher than the ini­tial of­fer­ing price to the pub­lic dur­ing the pe­riod start­ing on the sale date and end­ing on the ear­lier of the fol­low­ing:

(1) the close of the fifth (5th) busi­ness day after the sale date; or

(2) the date on which the un­der­writ­ers have sold at least 10% of that ma­tu­rity of the Bonds to the pub­lic at a price that is no higher than the ini­tial of­fer­ing price to the pub­lic.

The win­ning bid­der shall promptly ad­vise the Drainage District when the un­der­writ­ers have sold 10% of that ma­tu­rity of the Bonds to the pub­lic at a price that is no higher than the ini­tial of­fer­ing price to the pub­lic, if that oc­curs prior to the close of the fifth (5th) busi­ness day after the sale date.

The Drainage District ac­knowl­edges that, in mak­ing the rep­re­sen­ta­tions set forth above, the win­ning bid­der will rely on (i) the agree­ment of each un­der­writer to com­ply with the re­quire­ments for es­tab­lish­ing the is­sue price of the Bonds, in­clud­ing, but not lim­ited to, its agree­ment to com­ply with the hold-the-of­fer­ing-price rule, as set forth in an agree­ment among un­der­writ­ers and the re­lated pric­ing wires, (ii) in the event a sell­ing group has been cre­ated in con­nec­tion with the ini­tial sale of the Bonds to the pub­lic, the agree­ment of each dealer who is a mem­ber of the sell­ing group to com­ply with re­quire­ments for es­tab­lish­ing the is­sue price of the Bonds, in­clud­ing, but not lim­ited to, its agree­ment to com­ply with the hold-the-of­fer­ing-price rule, as set forth in a sell­ing group agree­ment and the re­lated pric­ing wires, and (iii) in the event that an un­der­writer or dealer who is a mem­ber of the sell­ing group is a party to a third-party dis­tri­bu­tion agree­ment that was em­ployed in con­nec­tion with the ini­tial sale of the Bonds to the pub­lic, the agree­ment of each bro­ker-dealer that is a party to such agree­ment to com­ply with the re­quire­ments for es­tab­lish­ing the is­sue price of the Bonds, in­clud­ing, but not lim­ited to, its agree­ment to com­ply with the hold-the-of­fer­ing­price rule, as set forth in the third-party dis­tri­bu­tion agree­ment and the re­lated pric­ing wires. The Drainage District fur­ther ac­knowl­edges that each un­der­writer shall be solely li­able for its fail­ure to com­ply with its agree­ment re­gard­ing the hold-the-of­fer­ing-price rule and that no un­der­writer shall be li­able for the fail­ure of any other un­der­writer, or of any dealer who is a mem­ber of a sell­ing group, or of any bro­ker-dealer that is a party to a third-party dis­tri­bu­tion agree­ment to com­ply with

its cor­re­spond­ing agree­ment to com­ply with the re­quire­ments for es­tab­lish­ing the is­sue price of the Bonds, in­clud­ing, but not lim­ited to, its agree­ment to com­ply with the hold-the-of­fer­ing-price rule as ap­pli­ca­ble to the Bonds.

By sub­mit­ting a bid, each bid­der con­firms that: (i) any agree­ment among un­der­writ­ers, any sell­ing group agree­ment and each third-party dis­tri­bu­tion agree­ment (to which the bid­der is a party) re­lat­ing to the ini­tial sale of the Bonds to the pub­lic, to­gether with the re­lated pric­ing wires, con­tains or will con­tain language obli­gat­ing each un­der­writer, each dealer who is a mem­ber of the sell­ing group, and each bro­ker-dealer that is a party to such third-party dis­tri­bu­tion agree­ment, as ap­pli­ca­ble, (A) to com­ply with the hold-the-of­fer­ing-price rule if and for so long as di­rected by the win­ning bid­der and as set forth in the re­lated pric­ing wires, (B) to promptly no­tify the win­ning bid­der of any sales of Bonds that, to its knowl­edge, are made to a pur­chaser who is a re­lated party to an un­der­writer par­tic­i­pat­ing in the ini­tial sale of the Bonds to the pub­lic (each term be­ing used as de­fined below), and (C) to ac­knowl­edge that, un­less oth­er­wise ad­vised by the un­der­writer, dealer or bro­ker-dealer, the win­ning bid­der shall as­sume that each or­der sub­mit­ted by the un­der­writer, dealer or bro­ker-dealer is a sale to the pub­lic; and (ii) any agree­ment among un­der­writ­ers or sell­ing group agree­ment re­lat­ing to the ini­tial sale of the Bonds to the pub­lic, to­gether with the re­lated pric­ing wires, con­tains or will con­tain language obli­gat­ing each un­der­writer or dealer that is a party to a third-party dis­tri­bu­tion agree­ment to be em­ployed in con­nec­tion with the ini­tial sale of the Bonds to the pub­lic to re­quire each bro­ker-dealer that is a party to such third-party dis­tri­bu­tion agree­ment to com­ply with the hold-the-of­fer­ing-price rule if and for so long as di­rected by the win­ning bid­der or the un­der­writer and as set forth in the re­lated pric­ing wires.

Sales of any Bonds to any per­son that is a re­lated party to an un­der­writer par­tic­i­pat­ing in the ini­tial sale of the Bonds to the pub­lic (each term be­ing used as de­fined below) shall not con­sti­tute sales to the pub­lic for pur­poses of this No­tice of Sale. Fur­ther, for pur­poses of this No­tice of Sale: (i) “pub­lic” means any per­son other than an un­der­writer or a re­lated party,

(ii) “un­der­writer” means (A) any per­son that agrees pur­suant to a writ­ten con­tract with the Drainage District (or with the lead un­der­writer to form an un­der­writ­ing syn­di­cate) to par­tic­i­pate in the ini­tial sale of the Bonds to the pub­lic and (B) any per­son that agrees pur­suant to a writ­ten con­tract di­rectly or in­di­rectly with a per­son de­scribed in clause (A) to par­tic­i­pate in the ini­tial sale of the Bonds to the pub­lic (in­clud­ing a mem­ber of a sell­ing group or a party to a third-party dis­tri­bu­tion agree­ment par­tic­i­pat­ing in the ini­tial sale of the Bonds to the pub­lic),

(iii) a pur­chaser of any of the Bonds is a “re­lated party” to an un­der­writer if the un­der­writer and the pur­chaser are sub­ject, di­rectly or in­di­rectly, to (A) more than 50% com­mon own­er­ship of the vot­ing power or the to­tal value of their stock, if both en­ti­ties are cor­po­ra­tions (in­clud­ing di­rect own­er­ship by one cor­po­ra­tion of an­other), (B) more than 50% com­mon own­er­ship of their cap­i­tal in­ter­ests or profit in­ter­ests, if both en­ti­ties are part­ner­ships (in­clud­ing di­rect own­er­ship by one part­ner­ship of an­other), or (C) more than 50% com­mon own­er­ship of the value of the out­stand­ing stock of the cor­po­ra­tion or the cap­i­tal in­ter­ests or profit in­ter­ests of the part­ner­ship, as ap­pli­ca­ble, if one en­tity is a cor­po­ra­tion and the other en­tity is a part­ner­ship (in­clud­ing di­rect own­er­ship of the ap­pli­ca­ble stock or in­ter­ests by one en­tity of the other), and

(iv) “sale date” means the date that the Bonds are awarded by the Drainage District to the win­ning bid­der.

CUSIP: CUSIP num­bers will be im­printed on all Bonds of this is­sue at the Drainage District’s ex­pense. Nei­ther the fail­ure to print num­bers nor an im­prop­erly printed num­ber will con­sti­tute ba­sis for the pur­chaser to refuse to ac­cept de­liv­ery.

BID­DER CER­TI­FI­CA­TION: NOT “IRAN-LINKED BUSI­NESS”. By sub­mit­ting a bid, the bid­der shall be deemed to have cer­ti­fied that it is not an “Iran-Linked Busi­ness” as de­fined in Act No. 517, Pub­lic Acts of Michi­gan, 2012; MCL 129.311 et seq.

OF­FI­CIAL STATE­MENT: A copy of the pre­lim­i­nary of­fi­cial state­ment re­lat­ing to the Bonds may be ob­tained by con­tact­ing the Drainage District’s Reg­is­tered Mu­nic­i­pal Ad­vi­sor re­ferred to below. The pre­lim­i­nary of­fi­cial state­ment is in a form deemed fi­nal by the Drainage District for pur­poses of para­graph (b)(1) of SEC Rule 15c2-12 (the “Rule”), but is sub­ject to re­vi­sion, amend­ment and com­ple­tion in a fi­nal of­fi­cial state­ment.

Within seven (7) busi­ness days after the award of the Bonds, the Drainage District will pro­vide on a timely ba­sis 50 copies of a fi­nal of­fi­cial state­ment, as that term is de­fined in para­graph (f)(3) of the Rule, at the ex­pense of the Drainage District (and such ad­di­tional copies of the fi­nal of­fi­cial state­ment as rea­son­ably re­quested by, and at the ex­pense of, the suc­cess­ful bid­der or bid­ders) to en­able the suc­cess­ful bid­der or bid­ders to com­ply with para­graph (b)(4) of the Rule and the rules of the Mu­nic­i­pal Se­cu­ri­ties Rule­mak­ing Board. Re­quests for such ad­di­tional copies of the fi­nal of­fi­cial state­ment shall be made to the Drainage District’s Reg­is­tered Mu­nic­i­pal Ad­vi­sor within 24 hours of the award of the Bonds.

CON­TIN­U­ING DIS­CLO­SURE: In or­der to as­sist bid­ders in comBpol­ny­d­inBguwyeitrh2p­caor­las­graph (b)(5) of the Rule, the County of Mid­land and the County of Sag­i­naw will each un­der­take, pur­suant to a res­o­lu­tion adopted by its gov­ern­ing body and a con­tin­u­ing dis­clo­sure cer­tifi­cate, to pro­vide annual re­ports and no­tices of cer­tain events. A de­scrip­tion of these un­der­tak­ings is set forth in the pre­lim­i­nary of­fi­cial state­ment and will also be set forth in the fi­nal of­fi­cial state­ment.

DE­LIV­ERY OF BONDS: The Drainage District will fur­nish Bonds ready for ex­e­cu­tion at its ex­pense. Bonds will be de­liv­ered with­out ex­pense to the pur­chaser through DTC. The usual clos­ing doc­u­ments, in­clud­ing con­tin­u­ing dis­clo­sure cer­tifi­cates and a cer­tifi­cate that no lit­i­ga­tion is pend­ing af­fect­ing the is­suance of the Bonds, will be de­liv­ered at the time of the de­liv­ery of the Bonds. If the Bonds are not ten­dered for de­liv­ery by twelve o’clock noon, pre­vail­ing Eastern Time, on the 45th day fol­low­ing the date of sale, or the first busi­ness day there­after if said 45th day is not a busi­ness day, the suc­cess­ful bid­der may on that day, or any time there­after un­til de­liv­ery of the Bonds, with­draw his pro­posal by serv­ing no­tice of can­cel­la­tion, in writ­ing, on the un­der­signed, in which event the Drainage District shall promptly re­turn the good faith de­posit. Pay­ment for the Bonds shall be made in Fed­eral Re­serve Funds.

REG­IS­TERED MU­NIC­I­PAL AD­VI­SOR: Bendzin­ski & Co., Mu­nic­i­pal Fi­nance Ad­vi­sors (the “Mu­nic­i­pal Ad­vi­sor”) is a Reg­is­tered Mu­nic­i­pal Ad­vi­sor in ac­cor­dance with the rules of the Mu­nic­i­pal Se­cu­ri­ties Rule­mak­ing Board. The Mu­nic­i­pal Ad­vi­sor has been re­tained by the Drainage District to pro­vide cer­tain fi­nan­cial ad­vi­sory ser­vices re­lat­ing to the plan­ning, struc­tur­ing and is­suance of the Bonds. The Mu­nic­i­pal Ad­vi­sor is not en­gaged in the busi­ness of un­der­writ­ing, trad­ing, mar­ket­ing or the dis­tri­bu­tion of se­cu­ri­ties or any other ne­go­tiable in­stru­ments. The Mu­nic­i­pal Ad­vi­sor’s du­ties, re­spon­si­bil­i­ties and fees arise solely as a Reg­is­tered Mu­nic­i­pal Ad­vi­sor to the Drainage District and it has no sec­ondary obli­ga­tion or other re­spon­si­bil­ity. Fur­ther in­for­ma­tion with re­spect to the Bonds may be ob­tained from Bendzin­ski & Co., Mu­nic­i­pal Fi­nance Ad­vi­sors, 615 Gris­wold Street, Suite 1225, Detroit, Michi­gan 48226-3997, Tele­phone (313) 961-8222, Fax (313) 961-8350. THE RIGHT IS RE­SERVED TO RE­JECT ANY OR ALL BIDS.

EN­VELOPES con­tain­ing the bids should be plainly marked “Pro­posal for Bonds”.

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