HomeMy WebLinkAboutA041 - Letter from Piper Jaffray dated August 14, 2012, Disclosures by Placement Agent Pipe
rJ a{�l ay 800 Nicollet Mall,J12NPF,Minneapolis,MN 55402
1 J Tel:800 333-6000 Fax:612-303-6966
Piper Jaffray&Co.Since 1895.Member SIPC and NYSE.
August 14,2012
Mayor Ann Campbell
City of Ames,Iowa
PO Box 811
515 Clark Avenue
Ames,IA 50010
Re: Disclosures by Placement Agent
Pursuant to MSRB Rule G-17
City of Ames,Iowa
Hospital Revenue Bonds
Series 2012
(Mary Greeley Medical Center)
Dear Mayor Campbell:
As you know, Piper Jaffray & Co. is serving as placement agent on the captioned bond issues (the"Bonds").We
are writing to provide you with certain disclosures relating to the Bonds as required by the Municipal Securities
Rulemaking Board (MSRB) Rule G-17 in accordance with MSRB Notice 2012-25 (May 7, 2012)1. Under new
federal regulations, all underwriters and placement agents are now required to send the following disclosures to
you (as the Issuer of the Bonds) in order to clarify the role of a placement agent or underwriter and other matters
relating to a private placement or underwriting of Bonds.
As the issuer of the Bonds,you will be a party to certain legal documents to be entered into in connection with the
issuance of the Bonds but any material financial risks described in this letter will be borne by the
obligor/borrower,Mary Greeley Medical Center (the"Hospital") as set forth in those legal documents. A copy of
this letter is also being sent to the obligor.
Our Role as Placement Agent:
In serving as placement agent for the Bonds, these are some important disclosures that clarify our role and
responsibilities:
(i) MSRB Rule G-17 requires a placement agent to deal fairly at all times with both municipal issuers
and investors;
(ii) Unlike a municipal advisor, the placement agent does not have a fiduciary duty to the Issuer under
the federal securities laws and is,therefore,not required by federal law to act in the best interests of
the Issuer without regard to its own financial or other interests.
Our Compensation:
The placement agent will be compensated by a fee that was negotiated and entered into in connection with the
issuance of the Bonds. Payment or receipt of the placement agent fee will be contingent on the closing of the
transaction and the amount of the fee may be based,in whole or in part,on a percentage of the principal amount
of the Bonds. While this form of compensation is customary in the municipal securities market, it presents a
conflict of interest since the placement agent may have an incentive to recommend to the Issuer a transaction that
is unnecessary or to recommend that the size of the transaction be larger than is necessary.
' Interpretive Notice Concerning the Application of MSRB Rule G-17 to Underwriters of Municipal Securities
(effective August 2,2012).
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Pip erjaff ray® 800 Nicollet Mall,J12NPF,Minneapolis,MN 55402
Tel:800 333-6000 Fax:612-303-6966
Piper Jaffray&Co.Since 1895.Member SIPC and NYSE.
Conflicts o f Interest:
You may elect to retain us to serve as a bidding agent with respect to the investment of the proceeds of the Bonds.
We will be separately compensated for serving in that capacity.
An affiliate of Piper Jaffray may serve as an investment advisor for the investment of the proceeds of the Bonds.
Piper Jaffray's affiliate will be separately compensated for serving in that capacity.
If you have any questions or concerns about these disclosures, please make those questions or concerns known
immediately to me at the contact information below. In addition, you should consult with your own financial,
legal,accounting,tax and other advisors,as applicable,to the extent you deem appropriate.
Acknowledgement
It is our understanding that you are authorized to execute documents on behalf of the Issuer.If our understanding
is incorrect,please notify the undersigned immediately.
Under MSRB Rules, we are required to seek your acknowledgement that you have received this letter.
Accordingly,please send me an email to that effect,or sign and return the enclosed copy of this letter to me at the
address above.
Thank you.
Sincerely,
John Henningsgard
Managing Director
Piper Jaffray&Co.
Acknowledgement:
Mayor Ann Campbell
Date: D - 7 —l��
With Copy to:
Ms.Diane Voss,City Clerk,City of Ames
Mr.Dwayne Pitcher,Director of Finance,City of Ames
Mr.Mike Tretina,Mary Greeley Medical Center
Ms. Cris Kuhn,Dorsey &Whitney LLP
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