HomeMy WebLinkAboutExhibit 4EXHIBIT B
lcj
CITY OF MIAMI, FLORIDA
LIMITED AD VALOREM TAX BONDS, SERIES 2009
(HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS)
DISCLOSURE STATEMENT
April _, 2009
The City Commissioners
of The City of Miami, Florida
Miami, Florida 33133
Ladies and Gentlemen:
In connection with the proposed issuance by the City of Miami, Florida (the "City") of the
principal amount of the bonds referred to above (the "Series 2009 Bonds"), Merrill Lynch, Pierce
Fenner & Smith Incorporated, J.P. Morgan Securities, Inc., SunTrust Capital Markets, Inc., Raymond
James & Associates, Inc. and Banc of America Securities LLC (collectively, the "Underwriters"),
have agreed to underwrite a public offering of the Series 2009 Bonds. Arrangements for
underwriting the Series 2009 Bonds will include a Purchase Contract between the City and the
Underwriters, which will embody the negotiations in respect thereof.
The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385(6),
Florida Statutes, certain information in respect of the arrangement contemplated for the underwriting
of the Series 2009 Bonds, as follows:
(a) The nature and estimated amount of expenses to be incurred by the Underwriters in
connection with the purchase and reoffering of the Series 2009 Bonds are set forth on Schedule B-1
attached hereto.
(b) No person has entered into an understanding with the Underwriters for any paid or
promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act
solely as an intermediary between the City and the Underwriters or to exercise or attempt to exercise
any influence to effect any transaction in the purchase of the Series 2009 Bonds.
{JA43W7;2}
B-1
(c) The amount of underwriting spread expected to be realized is as follows:
Per $1,000 Bond Dollar Amount
Takedown
Management Fee
Underwriters' Expenses
Total Underwriting Spread
(d) No other fee, bonus or other compensation has or will be paid by the Underwriters in
connection with the issuance of the Series 2009 Bonds to any person not regularly employed or
retained by the Underwriters (including any "finder," as defined in Section 218.386(1)(a), Florida
Statutes), except as specifically enumerated as expenses to be incurred and paid by the Underwriters,
as set forth in Schedule B- 1.
(e) The names and addresses of the Underwriters are:
Merrill Lynch, Pierce Fenner & Smith Incorporated
300 South Orange Avenue, Suite 800
Orlando, Florida 32801
J.P. Morgan Securities, Inc.
2 S. Biscayne Blvd. Suite 2370
Miami, Florida 33131
SunTrust Capital Markets, Inc.
200 South Orange Avenue
Tower 10: Mail Code: 0-1102
Orlando, Florida 32801
Raymond James & Associates, Inc.
880 Carillon Parkway
Tower 3, 3 Floor
St. Petersburg, Florida 33716
Banc of America Securities LLC
Orlando, Florida 32801
{JA439407;2)
B-2
3 j FT o3/0 z'�/O?
IN VaTNESS WHEREOF, the undersigned has executed this Disclosure Statement this
day of April, 2009.
MERRILL LYNCH, PIERCE FENNER &
SMITH INCORPORATED, on behalf of itself and
as Representative of the Underwriters
Executive Director
JJA439407;2}
B-3
-� le,4r7- Z,3/a:�6 �7
SCHEDULE B-1
UNDERWRITERS' EXPENSES
$/1000 Amount
Underwriters' Counsel
Underwriters' Counsel Expenses
Dalcomp Fee
Travel and Out of Pocket Expenses
BMA Fee
Interest on Day Loan
CUSIP Fee
DTC Fee
Total
{JA439407;2 }
B-4
F-7
A, be t _ tt EXHIBIT C
[Form of Supplemental Co -Bond Counsel Opinion]
(LETTERHEAD OF CO -BOND COUNSEL)
April _, 2009
Merrill Lynch, Pierce Fenner & Smith Incorporated
and Participating Underwriters
Orlando, Florida
Re: $ City of Miami, Florida Limited Ad Valorem Tax Bonds, Series 2009
(Homeland Defense/Neighborhood Capital Improvement Projects)
Ladies and Gentlemen:
We have acted as Bond Counsel in connection with the issuance of the above -captioned
bonds (the "Series 2009 Bonds") and related transactions. This opinion is furnished pursuant to
Section 8.F(iv) the Purchase Contract dated April _, 2009 (the "Purchase Contract") among the City
of Miami, Florida (the "City"), Merrill Lynch, Pierce Fenner & Smith Incorporated and the
Participating Underwriters named therein (Merrill Lynch, Pierce Fenner & Smith Incorporated and
said Participating Underwriters are referred to collectively as the "Underwriters"). All capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase
Contract.
We have examined such documents and instruments as we deemed necessary to render the
opinions set forth herein. It is our opinion that:
1. The Resolution has been duly adopted by the City and the Resolution
authorizes (i) the execution and delivery of the Disclosure Agreement, (ii) the execution,
delivery and distribution of the Official Statement and (iii) the taking of any and all such
action as may be required by the City to carry out, give effect and consummate the
transactions contemplated by the aforementioned agreements and instruments.
2. The information and statements in the Official Statement under the headings
"INTRODUCTION" (except for the second paragraph thereunder, as to which no view is
hereby expressed), "PURPOSE OF THE ISSUE," "DESCRIPTION OF THE SERIES 2009
BONDS" (except the subsection therein entitled "Book -Entry Only System"), "SECURITY
{JA439407;2 }
C-1
-7)Rfi-7--r ag/� fo9
AND SOURCES OF PAYMENT FOR THE SERIES 2009 BONDS" [(except for the
sections cross referenced therein and except for the subsection therein entitled "Special
Investment Considerations", as to which no view need be expressed)] "CONTINUING
DISCLOSURE," "APPENDIX C — FORM OF THE BOND RESOLUTION" and
"APPENDIX E — FORM OF BOND COUNSEL OPINION," and insofar as such information
and statements constitute summaries of the Act, the Resolution, the Disclosure Agreement
and the Series 2009 Bonds or the law referred to therein, excluding any financial, statistical
or demographic information therein, constitute fair and accurate summaries of such matters.
We are further of the opinion that the statements contained under the heading "TAX
MATTERS" are correct as to matters of law and fairly and accurately reflect the information
purported to be presented therein.
3. The Series 2009 Bonds are not subject to the registration requirements of the
Securities Act of 1933, as amended and the Resolution is exempt from qualification under
the Trust Indenture Act of 1939, as amended.
This opinion is supplemental to our approving opinion dated as of the date hereof with
respect to the Series 2009 Bonds. You may rely on our approving opinion as if it were addressed to
you.
Respectfully Submitted,
{JA439407;2}
C-2
{]A439407;2)
i v ,3 y
,C �L
A
[Form of City Attorney's Opinion]
(LETTERHEAD OF CITY ATTORNEY'S OFFICE)
D-1