Aldermen accept $250,000 from transaction, no vote on legal fees

Published 12:05 am Saturday, May 26, 2012

NATCHEZ — After more than an hour of bickering and apparent frustration and confusion, the Natchez Board of Aldermen voted 4-2 Friday to receive $250,000 generated by a recent financial transaction.

Ward 1 Alderwoman Joyce Arceneaux-Mathis made the motion to confirm the city’s receipt of the $250,000 that was generated from a recent modification made to the city’s interest-rate swap transaction agreement that was executed in 2006 when Malachi Financial Products refinanced the 1999 bond the city issued to build the Natchez Convention Center.

Ward 3 Alderman Bob Pollard and Ward 5 Alderman Mark Fortenbery voted against the motion.

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The same motion failed 4-3 at Tuesday’s aldermen meeting, with Mayor Jake Middleton breaking a 3-3 tie among the board.

But the board ultimately decided Friday to table discussion of the $20,000 in legal fees that Tony Gaylor of Chambers & Gaylor, the city’s outside counsel for the transaction, requested be paid out of the $250,000.

Gaylor told the aldermen Tuesday that the recent transaction did not generate enough to cover his $15,000 in fees and City Attorney Everett Sanders’ $5,000 in fees, as the board thought it would when it approved the modification of the agreement in March.

Gaylor said the modification to the agreement actually suspended the original transaction for four years to allow the city to receive a lump sum of up-front cash savings. Gaylor said in four years, the aldermen will have the opportunity to review the transaction and decide whether to continue with it, go back to the master agreement or terminate the transaction. The transaction is set to end in 2024.

The Bank of New York is the lead agency in the swap, and Gaylor said New York-based Rice Financial Products is the restructuring firm.

Malachi Financial serves as the city’s financial advisory firm.

Malachi’s Chief Executive Officer Porter Bingham told aldermen in February the city would pay approximately $50,000 in advisory fees and approximately $25,000-$30,000 to outside legal counsel.

Larry Day, a Malachi representative, told the board Friday that because the transaction did not generate as much as everyone involved originally thought, everyone took a “hit” so the city could receive its floor of $250,000.

The Mississippi Development Bank highly scrutinized the transaction, Gaylor said. He said the bank took longer than expected to approve the transaction and a shift in the market during that time caused the transaction not to generate the $300,000 Malachi representatives thought might have been possible when they met with the board in March.

The number quoted in March, Gaylor said, was a moving target.

Gaylor said City Clerk Donnie Holloway attended a meeting with the Mississippi Development Bank, during which the transaction was explained in great detail.

Holloway said it was reiterated during the meeting with the bank that the city would receive $250,000 and none of the fees would come out of that money.

Holloway told the board that he received a call from a representative of the Mississippi Development Bank Friday morning who said if any fees were to be taken out of the $250,000, the bank wanted to know about it ahead of time. Holloway cautioned the board to consult the bank before taking up the legal fees.

Gaylor said if the board ultimately decided to deny the $250,000, it would cause the city to terminate the transaction.

Gaylor seemingly dropped a bombshell on the board when he informed them that terminating the transaction after the city had already approved it in 2006 would cost the city approximately $300,000.

“Now how come no one told us there would be any fees (for terminating the transaction),” Fortenbery asked Gaylor.

Gaylor said the original transaction documents listed several events that could occur causing termination of the transaction.

Ward 2 Alderman James “Rickey” Gray asked Sanders if Sanders knew of the termination fees.

“No, I was not the city attorney when this transaction was made,” Sanders said.

Ward 6 Alderman Dan Dillard, who asked several questions to Gaylor in an attempt, he said, to understand the transaction, said the aldermen’s vote to confirm the $250,000 would just essentially be consenting to a transaction they had already approved.

Pollard contended that he would not vote for receiving the $250,000, because it meant the city would only actually get $230,000.

“You’re going to have to eat that $20,000 as far as I’m concerned,” Pollard said to Gaylor.

“That’s not necessary, sir,” Gaylor said.

Mathis later made the motion and began reading the lengthy resolution confirming the receipt of the $250,000 when she was interrupted by Dillard, who questioned whether she could bring up the same motion that she brought up Tuesday that was denied.

Mathis said she was in a new meeting, and she could bring it up under Robert’s Rules of Order, and Sanders agreed. Mathis asked if she could continue.

“No,” Pollard said.

“You’re not the mayor,” Gray said to Pollard.

Pollard said he had an opinion and would say whatever he wanted.

“Knock it off,” Middleton said as he slammed his gavel on the desk.

After the board voted to confirm the $250,000, Middleton asked for a motion to consider going into executive session to discuss litigation regarding Worley Brown.

Mathis made a motion that passed to recognize Gaylor, who again requested the board consider compensating he and Sanders for their legal work.

“We’re asking that in light of the fact that we put these documents together and have to sign legal opinions, putting our malpractice insurance at risk, that we would be compensated,” Gaylor said.

Gaylor said after the meeting that it was his hope that he would get the best consideration for fee payment out of the $250,000 out of all the entities involved in the transaction because he was a Natchez native. After confusion about whether the issue of discussing and voting on Gaylor’s request for the payment of legal fees was on the agenda, Gray made a motion that passed for the board to table the legal fees discussion until its next meeting.

The aldermen met in executive session for approximately five minutes to discuss litigation regarding Worley Brown LLC.