COMMERCIAL METALS COMPANY - BOS RESOLUTION.PDF
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4860-0900-6855.3 A RESOLUTION OF THE MARICOPA COUNTY BOARD OF SUPERVISORS APPROVING THE ISSUANCE BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA OF ITS EXEMPT FACILITIES REVENUE BONDS (COMMERCIAL METALS COMPANY PROJECT), IN ONE OR MORE TAX-EXEMPT AND/OR TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $450,000,000 WHEREAS, The Industrial Development Authority of the County of Maricopa (the “Issuer”) is a nonprofit corporation designated a political subdivision of the State of Arizona incorporated with the approval of the County of Maricopa, empowered under the Industrial Development Financing Act, A.R.S. § 35-701 et seq. (the “Act”), to issue revenue bonds for the purposes set forth in the Act, including the making of secured or unsecured loans for the purpose of financing or refinancing the acquisition, construction, improvement or equipping of a “project” (as defined in the Act); WHEREAS, the Issuer proposes to issue its Exempt Facilities Revenue Bonds (Commercial Metals Company Project), (the “Bonds”), in one or more tax-exempt and/or taxable series, in an aggregate principal amount not to exceed $450,000,000, including an initial tranche in an amount not to exceed $150,000,000 (the “Series 2022 Bonds”) for the benefit of Commercial Metals Company, a Delaware corporation (together with any related entities, subsidiaries, designees and/or assignees, including CMC Steel Fabricators, Inc., a Texas corporation, the “Borrower”); WHEREAS, the proceeds of the Bonds will be loaned by the Issuer to the Borrower for the purposes of: (i) financing and/or refinancing a portion of the costs of the acquisition, construction, improvement, equipping and/or operation, as applicable, of a steel micro mill for the manufacturing of rebar and merchant bar exclusively from recycled ferrous materials to be situated on an approximately 83.6 acre site located at 11444 East Germann Road, Mesa, Maricopa County, Arizona 85212 (the “Facilities”), (ii) funding any required reserves, (iii) paying capitalized interest on the Bonds, if any, and (iv) paying certain costs and expenses related to the issuance of the Bonds (collectively, the “Project”); WHEREAS, the Facilities will be initially owned and operated by CMC Steel Fabricators, Inc., a wholly owned subsidiary of Commercial Metals Company; WHEREAS, on January 20, 2022, the Issuer resolved (the “Issuer’s Resolution”) to issue the Bonds, the Issuer’s Resolution being conditioned upon, among other things, the granting of approval to the issuance of the Bonds by the Maricopa County Board of Supervisors; WHEREAS, the Issuer’s Resolution has been made available to the Maricopa County Board of Supervisors, and the Issuer’s Resolution has been duly considered this date; WHEREAS, the Issuer’s Resolution authorizes, among other things, the issuance and sale of the Bonds, including the Series 2022 Bonds, the execution and delivery of an Indenture of Trust (the “Indenture”), and related financing documents as well as such other documents as required for the issuance of the Series 2022 Bonds; 2 4860-0900-6855.3 WHEREAS, the terms, maturities, provisions for redemption, security, and sources of payment for the Series 2022 Bonds are set forth in the Indenture and in the form of the Series 2022 Bonds; WHEREAS, copies of the documents providing for the issuance of the Series 2022 Bonds have been made available to the Maricopa County Board of Supervisors, together with the Issuer’s Resolution; WHEREAS, the Maricopa County Board of Supervisors has been informed that the documents have been reviewed by competent Bond Counsel, Kutak Rock LLP, and Bond Counsel has determined that the documents adequately meet the requirements of the Act and the Internal Revenue Code of 1986 (the “Code”); WHEREAS, pursuant to Section 35-721.B of the Act, the proceedings of the Issuer under which the Series 2022 Bonds are to be issued require the approval of the Maricopa County Board of Supervisors for the issuance of the Series 2022 Bonds; WHEREAS, pursuant to Section 147(f) of the Code, the Maricopa County Board of Supervisors must approve the plan of finance and issuance of the Bonds after a public hearing following reasonable public notice; WHEREAS, following publication of a Notice of Public Hearing on the website of the Issuer, (the “Notice”) a public hearing with respect to the Bonds and the location and nature of the Facilities to be financed was held telephonically by the Issuer, pursuant to Section 147(f) of the Code and IRS Revenue Procedures 2020-21 and 2021-39, on January 19, 2022, (the “Public Hearing”), and a copy of the Notice is attached hereto and made a part of this Resolution; WHEREAS, a report of the Public Hearing has been presented to and considered by the Maricopa County Board of Supervisors; and WHEREAS, it is intended that this Resolution shall constitute approval by the Maricopa County Board of Supervisors with respect to the issuance of the Bonds pursuant to (i) Section 35- 721.B of the Act (solely with respect to the Series 2022 Bonds), and (ii) Section 147(f) of the Code. NOW, THEREFORE, BE IT RESOLVED BY THE MARICOPA COUNTY BOARD OF SUPERVISORS, as follows: 1. The plan of finance and issuance by the Issuer of the Bonds, in one or more tax- exempt and/or taxable series, in an aggregate principal amount not to exceed $450,000,000, including the Series 2022 Bonds in an aggregate principal amount of not to exceed $150,000,000, is approved for all purposes under the Act and the Code. 2. The appropriate officers of the Maricopa County Board of Supervisors are hereby authorized and directed to do all such things and to execute and deliver all such documents on behalf of the Maricopa County Board of Supervisors as may be necessary or desirable to effectuate the intent of this Resolution and the Issuer’s Resolution in connection with the issuance of the Bonds. 4860-0900-6855.3 ADOPTED AND APPROVED on January 26, 2022. Chairman, Maricopa County Board of Supervisors ATTEST: Clerk, Maricopa County Board of Supervisors 4860-0900-6855.3 NOTICE OF PUBLIC HEARING PUBLIC NOTICE IS HEREBY GIVEN that a public hearing will be held telephonically by an authorized representative of The Industrial Development Authority of the County of Maricopa (the “Issuer”) on January 19, 2022, commencing at 9:30 a.m., MST, via the toll-free dial-in number of 1-800-322-6099; enter code 9596846 and Press #, regarding the advisability of the proposed issuance by the Issuer in accordance with Title 35, Chapter 5, Section 35-701 et seq., Arizona Revised Statutes, as amended (the “Act”), of the Issuer’s Exempt Facilities Revenue Bonds (Commercial Metals Company Project), Series 2022 (the “Bonds”) pursuant to a plan of finance in an aggregate principal amount not to exceed $450,000,000, in one or more tax-exempt and/or taxable series. The proceeds of the Bonds will be used to make a loan to Commercial Metals Company, a Delaware corporation (or any related entities, subsidiaries, designees and/or assignees, including CMC Steel Fabricators, Inc., a Texas corporation, the “Borrower”) to (i) finance and/or refinance a portion of the costs of the acquisition, construction, improvement, equipping and/or operation, as applicable, of a qualified “solid waste disposal facility” within the meaning of Section 142(a)(6) of the Internal Revenue Code of 1986, as amended (the “Code”), consisting of a steel micro mill for the manufacturing of rebar and merchant bar exclusively from recycled ferrous materials (the “Facilities”) to be situated on an approximately 83.6 acre site located at 11444 East Germann Road, Mesa, Maricopa County, Arizona 85212, (ii) fund any required reserves, (iii) pay capitalized interest on the Bonds, if any, and (iv) pay certain costs and expenses related to the issuance of the Bonds (collectively, the “Project”). The Facilities will be initially owned and operated by CMC Steel Fabricators, Inc., a Texas corporation and a wholly owned subsidiary of Commercial Metals Company. The Bonds will be limited obligations of the Issuer payable solely from revenues, receipts, and security pledged to its payment. The principal of, premium, if any, and interest on the Bonds will not constitute an indebtedness or liability of the Issuer, the County of Maricopa, Arizona, the State of Arizona, or any political subdivision of the State of Arizona, or a charge against their general credit or any taxing powers, but shall be payable solely from the sources provided for in the proceedings pursuant to which the Bonds are issued. The Issuer has no taxing power. This public notice is posted pursuant to the requirements of Section 147(f) of the Code and the toll-free telephonic hearing will be held in accordance with IRS Revenue Procedures 2020-21 and 2021-39. Any interested persons may attend this telephonic hearing using the dial-in information above or send written comments and make known their view with respect to the Bonds, the plan of financing, the location and nature of the Facilities, and the Project to be financed. Any written comments should be submitted to The Industrial Development Authority of the County of Maricopa, c/o Maricopa County, 10th Floor, 301 West Jefferson, Phoenix, Arizona 85003, Attention: President, and clearly marked: “Commercial Metals Company Project.” Written submissions should be mailed in sufficient time to be received before the time of the hearing. Date of Notice: January 10, 2022 THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA