Number
260270
Version
SUBSTITUTE 1
Sponsor
THE CHAIR
Title
Authorization for the Sale and Issuance of Sewerage System Revenue Refunding Bonds, Series 2026 S2
Analysis
Resolution authorizes the sale and issuance of Sewerage System Revenue Refunding Bonds.
Body
Whereas, Resolution File No. 252226 (the “Series Resolution”) adopted by the Common Council (the “Common Council”) of the City of Milwaukee, Wisconsin (the “City”) on May 12, 2026 authorized the issuance of Sewerage System Revenue Refunding Bonds in the aggregate amount of not to exceed $65,000,000 (the “Bonds”) under the City’s Bond Resolution File No. 991863 adopted by the Common Council on August 2, 2001 (as amended by Resolution File Nos 021776, 100863, 230413, and 252228, collectively, the “Master Resolution”), pursuant to which one or more series of bonds payable from revenues of the City’s sewerage system are authorized to be issued; and
Whereas, the Bonds will be issued to finance the current refunding of all or a portion of the City’s outstanding (i) Sewerage System Revenue Bonds, Series 2013 S5, dated June 26, 2013 (the “2013 Bonds”), and (ii) Sewerage System Revenue Bonds, Series 2016 S7, dated August 25, 2016 (the “2016 Bonds” and together with the 2013 Bonds, the “Prior Bonds”), collectively referred to herein as the “Refunding”; and
Whereas, pursuant to Resolution No. 251858 adopted on March 3, 2026, the Commissioners of the City’s Public Debt Commission (the “Commissioners”) determined to sell the Bonds in a private sale to BofA Securities, Inc., as representative for an underwriting group (the “Underwriter”); and
Whereas, the Series Resolution authorized and directed that the Bonds shall be sold by the City at private sale and on such date and in such amounts as the Commissioners determine to be prudent and appropriate; and
Whereas, the Series Resolution, among other things, (i) set forth certain parameters for the Bonds, (ii) directed that the City shall cause the preparation and distribution of a preliminary official statement and a final official statement describing the terms of, and security for, the Bonds, (iii) delegated to the Commissioners the authority to approve the final terms and documents with respect to the Bonds, (iv) delegated the authority to further delegate to the City’s Comptroller (the “Comptroller”) to negotiate, approve, and carry out such terms for the Bonds, including entering into any specified agreements relating thereto, and (v) appointed of U.S. Bank Trust Company, National Association, to act as authentication agent, paying agent, and registrar (the “Fiscal Agent”) for the Bonds; and
Whereas, pursuant to Resolution File No. 252227 adopted by the Common Council on May 12, 2026 (the “Restructuring Resolution”), the City approved the restructuring of paying agent, registrar, transfer agent, and depositary services for outstanding sewerage system revenue bonds issued under the Master Resolution (the “Restructuring”), which includes the Prior Bonds and sewerage system revenue bonds issued by the City in 2021 (the “2021 Bonds”), and reaffirmed its appointment of U.S. Bank Trust Company, National Association, as authentication agent, paying agent, registrar for the Prior Bonds and the 2021 Bonds; and
Now, therefore, be it resolved, by the Commissioners of the Public Debt as follows:
1. The Comptroller is hereby authorized and directed to cause a Preliminary Official Statement to be prepared and distributed in connection with the sale of the Bonds. The Comptroller is hereby authorized, on behalf of the City, to approve the form of Preliminary Official Statement, to deem it final as of its date for purposes of Securities and Exchange Commission Rule 15c2-12(b)(1), and to supply copies of the Preliminary Official Statement upon request. Any action taken by the Comptroller in connection with the preparation and distribution of the Preliminary Official Statement prior to the date of this Resolution is hereby ratified and approved.
2. The Comptroller is hereby authorized and directed to cause a final Official Statement to be prepared, in substantially the same form of the Preliminary Official Statement, after the same has been completed by the insertion of the maturities, interest rates and other details of the Bonds and by making such other insertions, changes or corrections as the Comptroller, based on the advice of the City’s financial advisor and legal counsel (including Bond Counsel or the City Attorney), deem necessary or appropriate. The Comptroller is directed to deliver copies of the Official Statement to the Underwriter and, if the Underwriter requests, execute one or more copies on behalf of the City.
3. The Bonds shall be sold by private sale to the Underwriter on such date and in such amounts as the Comptroller determines to be prudent and appropriate. The Commissioners delegate to the Comptroller the authority to (i) negotiate the terms of the Bonds subject to the terms and parameters set forth in the Series Resolution, (ii) approve and execute the Bond Purchase Agreement to be submitted by the Underwriter to evidence the purchase of the Bonds (the “Bond Purchase Agreement”), and (iii) take such action that the Comptroller deems necessary to effectuate the issuance of the Bonds in a manner consistent with this Resolution and the Series Resolution, including, but not limited to, making certifications and representations on behalf of the City.
4. The Bonds shall be designated Sewerage System Revenue Refunding Bonds, Series 2026 S2. As set forth in the Series Resolution, the Bonds shall (i) be dated as of their date of delivery, (ii) be issued in denominations of $5,000 or any multiple thereof, (iii) bear interest at a rate not to exceed 5% in any year payable semiannually on June 1 and December 1, and (iv) mature on June 1 in the years and in the amounts set forth in the Bond Purchase Agreement; provided, however, that the Bonds shall not mature later than the date of the last maturity of the series of Prior Bonds to be refunded and debt service in any Fiscal Year on the Bonds shall not exceed debt service in any Fiscal Year on the Prior Bonds to be refunded by 10%.
5. The Bonds shall not be subject to redemption prior to their stated maturity dates.
6. The Comptroller is authorized and directed to determine the sale date for the Bonds, whether or not to proceed with the Refunding, and which maturities, if any, of the Prior Bonds will be refunded with proceeds of the Bonds. The refunded maturities of the Prior Bonds shall be redeemed on a business day determined by the Comptroller to be the earliest practicable date on which such Prior Bonds may be redeemed (the “Redemption Date”).
7. The Bonds shall be issued in substantially the form set forth in the Series Resolution, shall be executed with the manual or facsimile signatures of the Mayor and Clerk of the City and countersigned by the manual or facsimile signatures of the Commissioners and the Comptroller, authenticated by manual signature of the Fiscal Agent, and the City’s seal shall be affixed, or a facsimile of the City’s seal shall be imprinted, on each Bond.
8. The Comptroller is directed to establish the “2026 Escrow Account” within the Sewerage System Special Redemption Fund, which may be held by the City or by the Fiscal Agent in its capacity as “Depositary” for the Prior Bonds. On the date of issuance of the Bonds, proceeds of the sale of the Bonds in an amount necessary to effect the Refunding together with (i) the remaining balance held on deposit by the Depositary in the Reserve Account allocable to the 2013 Bonds if all the 2013 Bonds are refunded or such portion of the Reserve Account in excess of the Reserve Account Requirement allocable to any portion of the 2013 Bonds that remain outstanding after the Refunding, and (ii) the remaining balances held on deposit by the Depositary in accounts designated for the Prior Bonds and the Series 2011 Bonds (as defined in the Series Resolution), shall be deposited in the 2026 Escrow Account.
9. Subject to the execution of the Bond Purchase Agreement, the Prior Bonds that are refunded by the Bonds are irrevocably called for redemption on the Redemption Date as directed in the Series Resolution. Amounts in the 2026 Escrow Account shall be applied to pay the redemption price of the redeemed Prior Bonds on the Redemption Date and for the payment of issuance expenses, if determined by the Comptroller. The Comptroller is authorized to determine and carry out the investments, if any, in the 2026 Escrow Account and to enter into an escrow agreement with the Depositary if necessary. Any remaining proceeds of the sale of the Bonds shall be deposited in the portion of the City’s Sewer Maintenance Fund allocable to the Special Redemption Fund under the Master Resolution and applied to pay debt service on the Bonds.
10. The Commissioners authorize and direct the Comptroller to enter into a fiscal agency agreement with the Fiscal Agent evidencing the City’s appointment of the Fiscal Agent for the Bonds under the Series Resolution.
11. The Comptroller is hereby authorized and directed to execute a Supplemental Certificate of the Master Continuing Disclosure Certificate (as defined in the Series Resolution) for the Bonds.
12. In connection with the Refunding and the Restructuring, the Comptroller shall deliver instructions to the Depositary, directing the release and application of all or a portion of funds held by the Depositary pursuant to a Paying Agent, Registrar, Transfer Agent and Depositary Agreement, dated as of August 5, 2016, as supplemented (the “Paying Agent Agreement”), in accordance with the Restructuring Resolution, and directing the termination of the Paying Agent Agreement as of a specified date. The Comptroller is authorized and directed to enter into separate fiscal agency agreements with the Fiscal Agent in place of the Paying Agent Agreement for any series of Prior Bonds that remains outstanding after the Refunding and for the 2021 Bonds.
Drafter
Comptroller
Joshua Benson
PD-8736aW.rtf