Title
Resolution - Approval of Authorization for Short-Term Debt Financing for the Cooperative - R Kruger
Other Info
Submitted By: Robyn Miller on behalf Randy Kruger
Department: Chief Financial Officer
Financial Impact and Cost/Benefit Considerations: As discussed in Executive Session.
Discussion
The Cooperative has various existing long-term and short-term debt (secured and unsecured) to finance the operations and expenses of the Cooperative.
To continue to fund its capital improvement budget and operating budget, the Cooperative is assessing its ongoing financial structure and options available in consideration of the financial health of the Cooperative and in the best interests of the Cooperative.
The Cooperative has obtained or expects to obtain bank commitments for additional short-term debt in the amount of approximately $305,000,000.
Body
WHEREAS, to continue to fund its capital improvement budget and operating budget in the next five-years and in the best interests of the Cooperative, the Cooperative requires commitments for short-term debt financings; and
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE, that the Cooperative authorizes the issuance or incurrence of short-term debt in the aggregate principal amount up to $305,000,000, which debt may be unsecured; and
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE, that the short-term debt authorized herein may include a 364-day revolving credit facility and a 3-year revolving credit facility pursuant to separate multibank or bilateral credit agreements to be entered into with Bank of America, N.A. (or an affiliate) and/or one or more other lenders selected by an Authorized Officer, the form, terms and provisions of which agreements are hereby approved; and
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE, that the short-term debt authorized herein may include the establishment of a commercial paper program and the issuance of commercial paper notes (in one or more series or tranches) under such program, which program and notes are hereby authorized and approved; and such commercial paper notes may be offered into the market with the delivery of an offering memorandum issued by the Cooperative (the delivery of which offering memorandum is hereby approved) and may require obtaining a rating by a rating agency and certain documentation with the Depository Trust Company (including but not limited to a letter of representation), each of which is hereby approved; and
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE, that the form, terms, and provisions of an Issuing and Paying Agent Agreement and/or a Commercial Paper Agreement (or similarly titled agreement) between the Cooperative and a Paying Agent (which Paying Agent may be selected by an Authorized Officer) and one or more Commercial Paper Dealer Agreements with BofA Securities, Inc. (or an affiliate) and/or one or more others dealers selected by an Authorized Officer, and any other documentation as may be necessary or advisable in connection with the commercial paper program, are hereby approved; and
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE, that the form, terms, and provisions of a direct pay letter of credit issued by Bank of America, N.A. (or an affiliate) and/or one or more other lenders to provide credit support for the Cooperative’s commercial paper program and the form, terms and provisions of a related reimbursement agreement with Bank of America, N.A. and/or one or more other lenders to be executed in connection with the issuance of such letter of credit are hereby approved; and
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE, that the Chief Executive Officer and the Chief Financial Officer of the Cooperative or any person designated in writing for such purpose by either of such officers (the “Authorized Officers”), are each hereby authorized (whether acting together or alone) as a duly authorized officer or agent of the Cooperative, for and in the name and on behalf of the Cooperative, to negotiate, execute and deliver or acknowledge, the aforementioned documents, and/or any other agreements that may be required with a credit bank, investor, dealer, agent or depository institution, and any other agreements, certificates, consents, affidavits, opinions, and other instruments of any nature necessary or appropriate to give effect to the short-term financings described in this resolution, in each case in such form and containing such terms and conditions as such officer or agent may in her or his reasonable discretion deem necessary, appropriate, or desirable; and
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE, that the Authorized Officers (whether acting together or alone) shall be authorized from time to time to approve the issuance and/or repayment of commercial paper notes under the commercial paper program authorized hereunder, and such Authorized Officers are further authorized to negotiate, execute and deliver renewals, extensions, supplements and/or amendments to any of the aforementioned documents, in each case as such officer or agent may in her or his reasonable discretion deem necessary, appropriate, or desirable;
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE, that the Authorized Officers are each hereby authorized as a duly authorized officer or agent of the Cooperative, for and in the name and on behalf of the Cooperative, to do any and all acts deemed by such officer in such officer's judgment to be necessary or appropriate in the best interests of the Cooperative to give effect to the foregoing resolutions; and
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE, that all actions taken prior to the effective date hereof by the officers and duly authorized agents of the Cooperative in connection with the subject of the foregoing resolutions be and are hereby ratified, confirmed, and approved.