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Notice of Sale of $10M Bond Anticipation Notes, Series 2022A
BID #: N/A
DUE: 1/26/2022
VALUE: $10,075,000
100
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Executive Summary
The Township of Little Egg Harbor, NJ is soliciting proposals for the purchase of $10,075,000 Bond Anticipation Notes, Series 2022A. Bids must be submitted at not less than par value and specify a single rate of interest. The award will be based on the lowest net interest cost to the Township, but the Township reserves the right to reject all bids or award to other than the lowest bidder. Bids can be submitted via facsimile, email, or electronically via the PARITY Electronic Bid System. The deadline for submissions is January 26, 2022, at 11:00 a.m.
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Document Text
--- Document: Notice of Sale of $10M Bond Anticipation Notes, Series 2022A Document ---
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TOWNSHIP OF LITTLE EGG HARBOR,
IN THE COUNTY OF OCEAN, NEW JERSEY
NOTICE OF SALE
OF
$10,075,000 BOND ANTICIPATION NOTES, SERIES 2022A
(NON-CALLABLE)
Proposals are being solicited for the above issue of $10,075,000 Bond Anticipation
Notes, Series 2022A (the "Notes") for the purchase at not less than the par amount of the Notes
through a fair and open process in accordance with N.J.S.A. 40A:2-28. All bids will be publicly
opened and announced by Anthony Inverso of Phoenix Advisors, LLC (the "Municipal
Advisor") on behalf of the Township of Little Egg Harbor, in the County of Ocean, New Jersey
(the "Township" or the "Issuer") on January 26, 2022(the "Bid Date"), until 11:00 a.m. Bids will
be received either (a) via facsimile, at (609) 291-9940 Attention: Anthony Inverso, (b) via email,
to ainverso@muniadvisors.com; or (c) electronically via the PARITY Electronic Bid System
("PARITY") of IPREO LLC in the manner described herein. All bids submitted are the sole
responsibility of the bidder and must be received by 11:00 a.m. No telephone bids will be
accepted. The Municipal Advisor and the Chief Financial Officer of the Township will evaluate
the bids on the basis of the lowest net interest cost to the Township. A determination as to the
award will be made no later than 1:00 p.m. on that date. The telephone number for the Chief
Financial Officer is (609) 296-7241, extension 226 and the telephone number for the Municipal
Advisor is (609) 291-0130. The Municipal Advisor and the Township accept no responsibility
for the failure of any telecopied or emailed bids to be received on time for whatever reason.
Bids must be on the official bid form attached hereto as Exhibit A signed by the bidder,
sent (a) via facsimile, at (609) 291-9940 Attention: Anthony Inverso, (b) via email, to
ainverso@muniadvisors.com; or (c) electronically via PARITY.
Warnings: Bids submitted by facsimile transmission or email will not be considered
timely unless, at the deadline for submission of bids, the entire bid form has been received. The
official time for receipt of bids will be determined by the Township at the place of bid opening,
and the Township shall not be required to accept any bidders fax machine time-stamp or email
time-stamp as evidence of a timely bid. Neither the Township, nor the law firm of GluckWalrath
LLP ("Bond Counsel"), nor the Municipal Advisor shall be responsible for, and the bidder
expressly assumes the risk of, any incomplete or untimely bid submitted by facsimile
transmission or email by such bidder, including, without limitation, by reason of garbled
transmission, mechanical failure, engaged telephone, telecommunications or computer lines, or
any other cause arising from delivery by facsimile transmission or email. Bidders may call (609)
291-0130 to confirm receipt of their bids; however the Township takes no responsibility for
informing any bidder prior to the time for receiving bids that its bid is incomplete, illegible or not
received.
The Notes will be issued in a single issue in the principal amount of $10,075,000. Bids
submitted must offer to purchase all Notes being offered at a price of not less than par and must
specify a single rate of interest offered for such notes. Interest shall be calculated on a 360-day
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year consisting of twelve 30-day months. The Chief Financial Officer expects to award the
Notes to the responsive bidder specifying the lowest net interest payable by the Township.
However, the Township reserves the right to reject all bids or to award the Notes to a
bidder other than the lowest bidder. The bidder, by submitting a bid agrees to accept the
determination of the Chief Financial Officer.
SPECIFICATION OF BOND ANTICIPATION NOTES
Principal Amounts:
$10,075,000
Dated:
February 9, 2022
Maturity Date:
February 9, 2023
Interest Rate Per Annum:
Specified by Successful Bidder
Legal Opinion:
GluckWalrath LLP
Freehold, New Jersey
Paying Agent:
Specified by and at the expense of
successful bidder within 24 hours of award,
subject to approval of the Chief Financial
Officer
Closing:
a.
date
February 9, 2022
b.
location
Township of Little Egg Harbor, 665 Radio
Road, Little Egg Harbor, New Jersey, or at
such other place as agreed to by the Chief
Financial Officer
Denominations:
Denominations of $100,000 or greater if
being reoffered, as specified by the
successful bidder within 24 hours of award,
subject to approval of the Chief Financial
Officer
Payment:
Immediately available funds
ESTABLISHMENT OF ISSUE PRICE
(a)
The winning bidder of the Notes shall assist the Issuer in establishing the issue
price of the Notes and shall execute and deliver to the Issuer 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 Notes, together with the supporting pricing wires or equivalent
communications, substantially in the forms reflected as Exhibits B, C or D, which are
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incorporated by reference herein and are available from Bond Counsel and shall be posted with
the Notice of Sale on the Issuer's website, with such modifications as may be appropriate or
necessary, in the reasonable judgment of the winning bidder, the Issuer and Bond Counsel. All
actions to be taken by the Issuer under this Notice of Sale to establish the issue price of the Notes
may be taken on behalf of the Issuer by the Issuer’s municipal advisor, if any, identified herein
and any notice or report to be provided to the Issuer may be provided to the Issuer’s municipal
advisor or Bond Counsel.
(b)
The Issuer 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 Notes)
will apply to the initial sale of the Notes (the “competitive sale requirements”) because:
(1)
the Issuer shall disseminate 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 Issuer may receive bids from at least three Underwriters
of municipal Notes who have established industry reputations for
underwriting new issuances of municipal notes; and
(4)
the Issuer anticipates awarding the sale of the Notes to the
bidder who submits a firm offer to purchase the Notes at the highest price
(or lowest 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 Notes, as specified in the bid.
(c)
If the successful bidder is purchasing for its own account without a present
intention to reoffer the Notes, it must complete Exhibit B, and the provisions of paragraphs (d) –
(i) below shall not apply.
(d)
In the event that paragraph (c) does not apply and the Competitive Sale
Requirements are satisfied, the winning bidder must complete Exhibit C, and the provisions of
paragraphs (e) – (i) below shall not apply.
(e)
In the event that paragraph (c) does not apply and the Competitive Sale
Requirements are not satisfied, the Issuer shall so advise the winning bidder and the winning
bidder must complete Exhibit D. The Issuer may determine to treat (i) the first price at which
10% of a Maturity of the Notes (the “10% test”) is sold to the Public as the issue price of that
Maturity and/or (ii) the initial offering price to the Public as of the Sale Date of any Maturity of
the Notes 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). Immediately following the award of the
Notes, the winning bidder shall advise the Issuer if any Maturity of the Notes satisfies the 10%
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test. Any Maturity (and if different interest rates apply within a Maturity, any separate CUSIP
number within that Maturity) of the Notes as to which the winning bidder has not so advised the
Issuer that the 10% test has been satisfied shall be subject to the hold-the-offering-price rule.
Bids will not be subject to cancellation in the event that the hold-the-offering-price rule applies
to any Maturity of the Notes. Bidders should prepare their bids on the assumption that some or
all of the maturities of the Notes will be subject to the hold-the-offering-price rule in order to
establish the issue price of the Notes.
(f)
By submitting a bid, the winning bidder shall (i) confirm that the Underwriters
have offered or will offer the Notes 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 Notes, that the Underwriters will neither offer nor sell unsold
Notes 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 Notes to the Public at a price that is no higher than the initial
offering price to the Public.
The winning bidder will advise the Issuer promptly after the close of the fifth (5th)
business day after the Sale Date whether it has sold 10% of that Maturity of the Notes to the
Public at a price that is no higher than the initial offering price to the Public.
(g)
If the competitive sale requirements are not satisfied, then until the 10% test has
been satisfied as to each Maturity of the Notes, the winning bidder agrees to promptly report to
the Issuer the prices at which the unsold Notes of that Maturity have been sold to the Public.
That reporting obligation shall continue, whether or not the Closing Date has occurred, until
either (i) all Notes of that Maturity have been sold or (ii) the 10% test has been satisfied as to the
Notes of that Maturity; provided that, the winning bidder’s reporting obligation after the Closing
Date may be at reasonable periodic intervals or otherwise upon request of the Issuer or Bond
Counsel.
(h)
The Issuer 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 Notes, including, but not limited to, its
agreement to comply with the hold-the-offering-price rule, if applicable to the Notes, 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 Notes to the Public, the
agreement of each dealer who is a member of the selling group to comply with the requirements
for establishing the issue price of the Notes, including, but not limited to, the agreement to
comply with the hold-the-offering-price rule, if applicable to the Notes, as set forth in a selling
group agreement and the related pricing wires, and (iii) in the event that an Underwriter or dealer
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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 Notes 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 Notes, including, but not limited to, its agreement to comply with the hold-
the-offering-price rule, if applicable to the Notes, as set forth in the third-party distribution
agreement and the related pricing wires. The Issuer further acknowledges that each Underwriter
shall be solely liable for its failure to comply with its agreement regarding the requirements for
establishing the issue price of the Notes, including, but not limited to, its agreement to comply
with the hold-the-offering-price rule, if applicable to the Notes, 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 regarding the requirements for establishing the issue price of
the Notes, including, but not limited to, its agreement to comply with the hold-the-offering-price
rule, if applicable to the Notes.
(i)
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
Notes 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) (i) to report the
prices at which it sells to the Public the unsold Notes of each Maturity allocated to it, whether or
not the Closing Date has occurred, until either all Notes of that Maturity allocated to it have been
sold or it is notified by the winning bidder that the 10% test has been satisfied as to the Notes of
that Maturity; provided that, the reporting obligation after the Closing Date may be at reasonable
periodic intervals upon request of the winning bidder and (ii) to comply with the hold-the-
offering-price rule, if applicable, 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 Note
that, to its knowledge, are made to a purchaser who is a related party to an Underwriter
participating in the initial sale of the Notes to the Public, 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.
(ii) any agreement among Underwriters relating to the initial sale of the Notes to
the Public, together with the related pricing wires, contains or will contain language obligating
each Underwriter that is a party to a third-party distribution agreement to be employed in
connection with the initial sale of the Notes to the Public to require each broker-dealer that is a
party to such third-party distribution agreement to (A) report the prices at which it sells to the
Public the unsold Notes of each Maturity allocated to it, whether or not the Closing Date has
occurred, until either all Notes of that Maturity allocated to it have been sold or it is notified by
the winning bidder or such Underwriter that the 10% test has been satisfied as to the Notes of
that Maturity; provided that, the reporting obligation after the Closing Date may be at reasonable
periodic intervals upon request of the winning bidder and (B) comply with the hold-the-offering-
price rule, if applicable, in each case if and for so long as directed by the winning bidder or such
Underwriter and as set forth in the related pricing wires.
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(j)
Sales of any Notes to any person that is a related party to an Underwriter
participating in the initial sale of the Notes to the Public 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 Issuer (or with the lead Underwriter to form an
underwriting syndicate) to participate in the initial sale of the Notes 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 Notes
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 Notes to the Public),
(iii)
a purchaser of any of the Notes 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 profits 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 Notes are awarded by the
Issuer to the winning bidder.
Bids may be submitted electronically via PARITY or by facsimile or by email in
accordance with this Notice of Sale, until 11:00 a.m., New Jersey time on the Bid Date, 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 of Sale, the terms of this
Notice of Sale shall control. For further information about PARITY, potential bidders may
contact the Township's Municipal Advisor (using the contact information set forth in the final
paragraph of this Notice of Sale) or PARITY at (212) 404-8102. In the event that a bid for the
Notes is submitted via PARITY, the bidder further agrees that:
1.
The Township may regard the electronic transmission of the bid through PARITY
(including information about the purchase price of the Notes, the interest rate or rates to be borne
by the Notes and any other information included in such transmission) as though the same
information were submitted on a Proposal for Notes provided by the Township and executed and
submitted by a duly authorized representative of the bidder. If the bid submitted electronically
via PARITY is accepted by the Township, the terms of the bid for the Notes and this Notice of
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Sale, as well as the information that is electronically transmitted through PARITY, shall form a
contract and the Successful Bidder(s) shall be bound by the terms of such contract.
2.
PARITY is not an agent of the Township, and the Township shall have no
liability whatsoever based on any bidder's use of PARITY, including but not limited to any
failure by PARITY to correctly or timely transmit information provided by the County or
information provided by the bidder.
3.
The Township may choose to discontinue use of electronic bidding via PARITY
by issuing a notification to such effect via Thomson News Service ("TM3") no later than 3:00
p.m. (New Jersey time) on the last business date prior to the Bid Date.
4.
Once the bids are communicated electronically via PARITY to the Township, as
described above, each bid will constitute a bid to the Notes and shall be deemed to be an
irrevocable offer to purchase the Notes on the terms provided in this Notice of Sale. For
purposes of submitting all bids for the Notes, whether by hand delivery, facsimile delivery or
electronically via PARITY, the time maintained on PARITY shall constitute the official time.
5.
Each bidder shall be solely responsible to make necessary arrangements to access
PARITY for purposes of submitting its bid in a timely matter and in compliance with the
requirements of this Notice of Sale. Neither the Township nor PARITY shall have any duty or
obligation to provide or assure access to any bidder, and neither the Township nor PARITY shall
be responsible for the proper operation of, or have any liability for any delays or interruptions of,
or any damages caused by, PARITY. The Township is using PARITY as a communication
mechanism, and not as the Township's agent, to conduct the electronic bidding for the Notes. By
using PARITY, each bidder agrees to hold the Township harmless for any harm or damages
caused by such bidder in connection with its use of PARITY for bidding on the Notes.
The Township may, in its sole discretion and prior to the opening of the bids clarify any
term hereof, including without limitation, its decision to discontinue use of electronic bidding via
PARITY, by issuing a notification of the clarification via TM3, or any other available means, no
later than 3:00 p.m. on the last business day prior to the Bid Date.
The Township further reserves the right to postpone, from time to time, the Bid Date.
Any such postponement will be announced by TM3, or any other available means, not later than
9:00 a.m., New Jersey time, on the Bid Date, Any such alternative Bid Date and the time at
which bids are due will be announced via TM3, or any other available means, at least 48 hours
before bids are due on the alternative Bid Date. On any such alternative Bid Date, bidders shall
submit Proposals for Notes in conformity with all of the requirements hereof, other than the date
of submission and sale and any further or contrary provisions set forth in such announcement,
which further or contrary provisions must be complied with by all bidders.
The Notes will be non-callable general obligations of the Township payable ultimately
from ad valorem taxes levied upon all taxable property within the Township to the extent that
payment is not otherwise provided. The full faith and credit of the Township will be pledged for
the punctual payment, in accordance with their terms, of the principal of and the interest on the
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Notes. The Notes will NOT be "qualified tax-exempt obligations" for purposes of Section 265
of the Internal Revenue Code of 1986, as amended.
It is anticipated that CUSIP identification numbers will be printed on the Notes, but
neither the failure to print such number on any Note nor any error with respect thereto shall
constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for
the Notes in accordance with the terms of this Notice of Sale. All expenses in relation to the
printing of CUSIP numbers on the Notes shall be paid for by the Township; provided, however,
that the CUSIP Service Bureau charge for the assignment of said numbers shall be the
responsibility of and shall be paid for by the purchasers.
As a condition to delivery of the Notes, the successful bidder for the Notes will be
required to execute a receipt therefor containing a certification that either (i) it has made a bona
fide public offering of the Notes at a stated initial offering price or prices and at least ten percent
(10%) of the Notes have been sold to the public (excluding bond houses, brokers or similar
organizations acting in the capacity of underwriter or wholesaler) at such initial offering price or
prices as would produce a yield to the purchaser(s) thereof equal to a stated percentage per
annum, and, it has not entered into any arrangement with any third party to repurchase the Notes
in order to enable the successful bidder to reoffer the Notes at higher prices, or (ii) it has not
reoffered the Notes to the public and has no present intention to reoffer the Notes to the public.
In addition, the certification shall address such other matters as Bond Counsel reasonably may
request of the successful bidder.
The successful bidder of the Notes is advised of its responsibility to file an annual
disclosure statement on political contributions with the New Jersey Election Law Enforcement
Commission ("ELEC") pursuant to N.J.S.A. 19:44A-20.13 (P.L. 2005, c.271, s.3) if the
successful bidder enters into agreements or contracts, such as its agreement to purchase the
Notes, with a public entity, such as the Township and receives compensation or fees in excess of
$50,000 in the aggregate from public entities, such as the Township, in a calendar year. It is the
successful bidder’s responsibility to determine if filing is necessary. Failure to do so can result
in the imposition of financial penalties by ELEC. Additional information about this requirement
is available from ELEC at 888-313-3532 or at www.elec.state.nj.us.
An Official Statement has not been prepared by the Township in connection with the
issuance of the Notes; however, for purposes of Securities and Exchange Commission Rule
15c2-12, please note the exemptions therefrom, particularly paragraph (d)(1) of the Rule for
issues in authorized denominations of $100,000 or more and which are sold to no more than
thirty-five (35) persons each of whom the Purchaser reasonably believes (i) has such knowledge
and experience in financial and business matters that it is capable of evaluating the merits and
risks of the Notes and (ii) is not purchasing for more than one account or with a view to
distributing the Securities. The Purchaser will be required to certify to the matters referred to in
the preceding sentence at closing.
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Additional information concerning the Township and the Notes is available by contacting
the Township’s Chief Financial Officer, Rodney Haines at (609) 296-7241 x226 or the
Township's Municipal Advisor, Anthony Inverso at (609) 291-0130.
/s/ RODNEY HAINES
Rodney Haines, Chief Financial Officer
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EXHIBIT A
PROPOSAL FOR NOTES
January 26, 2022
Rodney Haines, Chief Financial Officer
Township of Little Egg Harbor
c/o Anthony Inverso
Phoenix Advisors, LLC
625 Farnsworth Avenue
Bordentown, New Jersey 08505
Dear Mr. Inverso:
Subject to the provisions of the "Notice of Sale of $10,075,000 Bond Anticipation Notes,
Series 2022A", which is attached hereto and considered a part hereof, we offer to purchase the
Notes on the following terms:
Purchase Price:
$____________________________ (not less than $10,075,000)
Interest Rate:
_______%
Net Interest Cost:
_______%
$_______
(Please specify in both percentage and dollars)
____________________________________
Name:
Title:
Representing:
Telephone No.:
______________________________________________________________________________
PLEASE COMPLETE THE FOLLOWING:
Interest Payable on Notes
$_______________________________
Less: Premium, if any
$_______________________________
Net Interest Payable
$_______________________________
THIS PORTION OF THE PROPOSAL IS NOT PART OF THE BID
______________________________________________________________________________
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EXHIBIT B
TOWNSHIP OF LITTLE EGG HARBOR,
IN THE COUNTY OF OCEAN, NEW JERSEY
$10,075,000 BOND ANTICIPATION NOTES, SERIES 2022A
CERTIFICATE OF THE PURCHASER
(NO REOFFERING PURCHASER)
The undersigned, on behalf of ________ (the “Purchaser”), hereby certifies as set forth
below with respect to the purchase of the above-captioned obligations (the “Notes”).
1.
Purchase of the Notes. On the date of this certificate, the Purchaser is purchasing
the Notes for the amount of _______. The Purchaser is not acting as an Underwriter with respect
to the Notes. The Purchaser has no present intention to sell, reoffer, or otherwise dispose of the
Notes (or any portion of the Notes or any interest in the Notes). The Purchaser has not
contracted with any person pursuant to a written agreement to have such person participate in the
initial sale of the Notes and the Purchaser has not agreed with the Issuer pursuant to a written
agreement to sell the Notes to persons other than the Purchaser or a related party to the
Purchaser.
2.
Defined Terms.
(a)
Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party. The term
“related party” for purposes of this certificate generally means any two or more persons who
have greater than 50 percent common ownership, directly or indirectly.
(b)
Underwriter means (i) any person that agrees pursuant to a written contract with
the Issuer (or with the lead Underwriter to form an underwriting syndicate) to participate in the
initial sale of the Notes to the Public, and (ii) any person that agrees pursuant to a written
contract directly or indirectly with a person described in clause (i) of this paragraph to participate
in the initial sale of the Notes 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 Notes to the Public).
The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents the Purchaser’s interpretation of any laws, including
specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations thereunder. The undersigned understands that the foregoing information
will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax
or Arbitrage Certificate and with respect to compliance with the federal income tax rules
affecting the Notes, and by GluckWalrath LLP, Bond Counsel to the Issuer, in connection with
rendering its opinion that the interest on the Notes is excluded from gross income for federal
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12
income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other
federal income tax advice that it may give to the Issuer from time to time relating to the Notes.
[PURCHASER]
By:_________________________________
Name:_______________________________
Title: _______________________________
Dated:___________
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EXHIBIT C
TOWNSHIP OF LITTLE EGG HARBOR,
IN THE COUNTY OF OCEAN, NEW JERSEY
$10,075,000 BOND ANTICIPATION NOTES, SERIES 2022A
ISSUE PRICE CERTIFICATE
(Competitive Sale Requirement Satisfied)
The undersigned (the “Representative”), on behalf of itself and each member of the
underwriting group (if any) (collectively, the “Underwriter”) hereby certifies as set forth below
with respect to the sale of the above-captioned obligations (the “Notes”).
1.
Sale of the Notes
All Maturities of the Notes have been the subject of a bona fide initial offering to the
public.
2.
Reasonably Expected Initial Offering Price.
(a)
As of the Sale Date, the reasonably expected initial offering prices and yields of
the Notes to the Public by the Underwriter are the prices and yields listed in Schedule A (the
“Expected Offering Prices”). The Expected Offering Prices are the prices for the Maturities of
the Notes used by Underwriter in formulating its bid to purchase the Notes. Attached as
Schedule B is a true and correct copy of the bid provided by the Underwriter to purchase the
Notes.
(b)
The Underwriter was not given the opportunity to review other bids prior to
submitting its bid.
(c)
The bid submitted by the Underwriter constituted a firm offer to purchase the
Notes.
(d)
The reoffering yield of the Notes is ____%.
3.
Defined Terms.
(a)
Issuer means the Township of Little Egg Harbor, in the County of Ocean, New
Jersey.
(b)
Maturity means Notes with the same credit and payment terms. Notes with
different maturity dates, or Notes with the same Maturity date but different stated interest rates,
are treated as separate maturities.
{00296691;v1/ 96-20-/051}
14
(c)
Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party to an
Underwriter. The term “related party” for purposes of this certificate generally means any two or
more persons who have greater than 50 percent common ownership, directly or indirectly.
(d)
Sale Date means the first day on which the Notes are awarded by the Issuer to the
winning bidder. The Sale Date of the Notes is January 26, 2022.
(e)
Underwriter means (i) any person that agrees pursuant to a written contract with
the Issuer (or with the lead Underwriter to form an underwriting syndicate) to participate in the
initial sale of the Notes to the Public, and (ii) any person that agrees pursuant to a written
contract directly or indirectly with a person described in clause (i) of this paragraph to participate
in the initial sale of the Notes 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 Notes to the Public).
The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents the Underwriter’s interpretation of any laws, including
specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations thereunder. The undersigned understands that the foregoing information
will be relied upon by the Issuer with respect to certain of the representations set forth in the
Issuer’s Tax or Arbitrage Certificate and with respect to compliance with the federal income tax
rules affecting the Notes, and by GluckWalrath LLP, Bond Counsel to the Issuer, in connection
with rendering its opinion that the interest on the Notes is excluded from gross income for
federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and
other federal income tax advice that it may give to the Issuer from time to time relating to the
Notes.
[REPRESENTATIVE, on behalf of itself and each
member of the underwriting group]
By:_________________________________
Name:_______________________________
Title: _______________________________
Dated: ____________
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15
SCHEDULE A
EXPECTED OFFERING PRICES AND YIELDS
{00296691;v1/ 96-20-/051}
16
SCHEDULE B
COPY OF BID
{00296691;v1/ 96-20-/051}
17
EXHIBIT D
TOWNSHIP OF LITTLE EGG HARBOR,
IN THE COUNTY OF OCEAN, NEW JERSEY
$10,075,000 BOND ANTICIPATION NOTES, SERIES 2022A
ISSUE PRICE CERTIFICATE
(Hold the Price for all or some maturities)
The undersigned, on behalf of itself and each member of the underwriting group (if any)
(collectively, the “Underwriter), hereby certifies as set forth below with respect to the sale and
issuance of the above-captioned obligations (the “Notes”). Select appropriate provisions below:
1. Sale of the Notes
All Maturities of the Notes have been the subject of a bona fide initial offering to the
public.
2. Initial Offering Price of the Notes
(a)
As of the date of this certificate, for each Maturity of the General Rule Maturities,
the first price at which at least 10% of such Maturity of the Notes was sold to the Public is the
respective price listed in Schedule A. The Underwriter offered the Hold-the-Offering-Price
Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A
(the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or
equivalent communication for the Notes is attached to this certificate as Schedule B.
(b)
As set forth in the Notice of Sale and bid award, the Underwriter has agreed in
writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither
offer nor sell any of the Notes of such Maturity to any person at a price that is higher than the
Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-
the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of
each dealer who is a member of the selling group, and any third-party distribution agreement
shall contain the agreement of each broker-dealer who is a party to the third-party distribution
agreement, to comply with the requirements for establishing the issue price of the Notes,
including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if
applicable to the Notes. Pursuant to such agreement, no Underwriter (as defined below) has
offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher
than the respective Initial Offering Price for that Maturity of the Notes during the Holding
Period.
(c)
The reoffering yield of the Notes is ____%.
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18
3. Defined Terms
(a)
General Rule Maturities means those Maturities of the Notes listed in Schedule A
hereto as the “General Rule Maturities.”
(b)
Hold-the-Offering-Price Maturities means those Maturities of the Notes listed in
Schedule A hereto as the “Hold-the-Price Maturities.”
(c)
Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the
period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day
after the Sale Date (February 3, 2022), or (ii) the date on which the Underwriter has sold at least
10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the
Initial Offering Price for such Hold-the-Offering-Price Maturity.
(d)
Issuer means the Township of Little Egg Harbor, in the County of Ocean, New
Jersey.
(e)
Maturity means Notes with the same credit and payment terms. Notes with
different maturity dates, or Notes with the same maturity date but different stated interest rates,
are treated as separate maturities.
(f)
Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party to an
Underwriter. The term “related party” for purposes of this certificate generally means any two or
more persons who have greater than 50 percent common ownership, directly or indirectly.
(g)
Sale Date means the first day on which there is a binding contract in writing for
the sale of a Maturity of the Notes. The Sale Date of the Notes is January 26, 2022.
(h)
Underwriter means (i) any person that agrees pursuant to a written contract with
the Issuer (or with the lead Underwriter to form an underwriting syndicate) to participate in the
initial sale of the Notes to the Public, and (ii) any person that agrees pursuant to a written
contract directly or indirectly with a person described in clause (i) of this paragraph to participate
in the initial sale of the Notes 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 Notes to the Public).
The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents the Underwriter’s interpretation of any laws,
including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended,
and the Treasury Regulations thereunder.
{00296691;v1/ 96-20-/051}
19
The undersigned understands that the foregoing information will be relied upon by the
Issuer with respect to certain of the representations set forth in the Tax or Arbitrage Certificate
and with respect to compliance with the federal income tax rules affecting the Notes, and by
GluckWalrath LLP, Bond Counsel, in connection with rendering its opinion that the interest on
the Notes is excluded from gross income for federal income tax purposes, the preparation of
Internal Revenue Service Form 8038-G, and other federal income tax advice it may give to the
Issuer from time to time relating to the Notes.
[REPRESENTATIVE, on behalf of itself and each
member of the underwriting group]
By:_________________________________
Name:_______________________________
Title: _______________________________
Dated: ____________
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20
SCHEDULE A
ISSUE PRICE OF THE NOTES
(Attached)
Maturity Date
Par Amount
Rate
Issue Price
GR or HTP
GR - General Rule
HTP – Hold the Offering Price
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21
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
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