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DRAFT [Company] Preliminary Private Placement Memo
Confidential -- For Preview Purposes Only
Uploaded document: DRAFT [Company] - Preliminary Private Placement Memo 12-2-2010 v3.DOC (447.0 KB)
NEW ISSUE—Book-Entry Only-Non-AMT UNRATED
[In the opinion of [LAW FIRM](“Bond Counsel”), based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, compliance with certain covenants, interest on the Bonds (as hereinafter defined) is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the “Code”) except that no opinion is expressed concerning the status of interest on any Bond for any period that such Bond is held by a “substantial user” of facilities financed with proceeds of the Bonds or by a “related person” within the meaning of Section 147(a) of the Code. In the further opinion of Bond Counsel, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxable income, nor is it included in adjusted current earnings when calculating corporate alternative taxable income. Bond Counsel express no opinion regarding any other tax consequences related to the ownership or disposition of; or the accrual or receipt of interest on, the Bonds. See “TAX MATTERS” herein for a discussion of Bond Counsel’s opinion.] [TO BE REVIEWED BY BOND COUNSEL]
$[27,000,000]*
[ISSUER]
Recovery Zone Facility Revenue Bonds
([COMPANY] Project)
Series [YEAR]
Dated Date: Date of Delivery Due: December , 20[ ]
The [ISSUER] Recovery Zone Facility Revenue Bonds ([COMPANY] Project) Series [YEAR] (the “Bonds”) are being issued pursuant to a Trust Indenture, dated as of December 1, [YEAR] (the “Indenture”), between the [ISSUER], a body politic and corporate duly organized and existing under the laws of the State of [STATE] (the “Board”), and , as trustee (the “Trustee”).
The Bonds are initially issuable as fully registered bonds in the denomination of $100,000 or any integral multiple of $5,000 in excess thereof, and when issued will be registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”). Beneficial owners of the Bonds will not receive physical certificates representing the Bonds purchased but will receive a credit balance on the books of the nominee of such beneficial owners. So long as Cede & Co. is the registered owner of the Bonds, principal and purchase price of, premium, if any, and interest due on the Bonds will be paid by the Trustee, directly to DTC, which will in turn remit such principal, premium, if any, and interest to its participants for subsequent disbursement to the beneficial owners of the Bonds as described herein. See “Appendix F – “DTC and The Book-Entry Only System.” Principal of and premium, if any, on the Bonds will be payable at maturity or redemption upon surrender thereof at the principal corporate trust office of the Trustee in , .
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DRAFT [Company] Preliminary Private Placement Memo
Investment Agreements -- US - General