County of Allegheny Pennsylvania General Obligationbonds,Seriesc-76
Total Page:16
File Type:pdf, Size:1020Kb
PRELIMINARY OFFICIAL STATEMENT DATED JUNE 15, 2016 ® NEW ISSUE – BOOK ENTRY ONLY RATINGS: See “RATINGS” herein In the opinion of Bond Counsel, assuming compliance with certain covenants of the County of Allegheny, Pennsylvania, interest on the Bonds is excluded from gross income of the owners of the Bonds for federal income tax purposes under existing law, as currently enacted and construed. Interest on the Bonds is not an item of tax preference for purposes of either individual or corporate federal alternative minimum tax. Interest on the Bonds may be indirectly subject to corporate federal alternative minimum tax and certain other taxes imposed on certain corporations as more fully described under the caption “TAX MATTERS – Federal Tax Exemption” herein. Under the laws of the Commonwealth of Pennsylvania, as currently enacted and construed, interest on the Bonds is exempt from Pennsylvania personal income tax and Pennsylvania corporate net income tax. See “TAX MATTERS” herein. $279,500,000* COUNTY OF ALLEGHENY PENNSYLVANIA $210,000,000* GENERAL OBLIGATION REFUNDING BONDS, SERIES C-75 and $69,500,000* GENERAL OBLIGATION BONDS, SERIES C-76 Dated: Date of Delivery Due: November 1, as shown on the inside front cover First Interest Payment: November 1, 2016 Authorized Denomination: $5,000 and multiples thereof The County of Allegheny, Pennsylvania (the “County”) General Obligation Refunding Bonds, Series C-75 (the “C-75 Bonds”) and General Obligation Bonds, Series C-76 (the “C-76 Bonds” and, collectively with the C-75 Bonds, the “Bonds”) will be secured by an irrevocable pledge of the County’s full faith, credit and taxing power for the payment of principal of and interest on the Bonds. See “THE BONDS” herein. The Bonds will be issued by the County pursuant to the Ordinance enacted on May 10, 2016 (the “Ordinance”) by the County Council, and approved by the Chief Executive of the County on May 11, 2016. The Bonds will be issuable only as fully registered Bonds, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), and will be available to ultimate purchasers (“Beneficial Owners”) under the book-entry-only system maintained by DTC, only through brokers and dealers who are, or act through, DTC participants. Purchases of the Bonds by Beneficial Owners will be made in book-entry-only form in denominations of $5,000 or any multiple thereof. Beneficial Owners will not be entitled to receive physical delivery of the Bonds. Principal of and premium, if any, and interest on the Bonds (with interest on the Bonds payable on May 1 and November 1 of each year, commencing on November 1, 2016) will be payable to DTC by U.S. Bank National Association, as paying agent of the County (the “Paying Agent”). So long as DTC or its nominee remains the registered owner, disbursement of such payments to DTC participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of DTC participants. See “BOOK-ENTRY-ONLY SYSTEM” herein. The Bonds will bear interest at the rates per annum set forth on the inside cover page. The Bonds are subject to redemption prior to their maturity as described herein. This cover page contains certain information for reference purposes only. It is not a complete summary of the issue. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision. The Bonds are offered, subject to prior sale, when, as and if issued by the County and accepted by the Underwriters subject to the approving legal opinion of Clark Hill PLC, Pittsburgh, Pennsylvania, Bond Counsel. Certain other legal matters will be passed upon for the County by its Solicitor, Andrew F. Szefi, Esquire, and for the Underwriters by Reed Smith LLP, Pittsburgh, Pennsylvania. The Bonds are expected to be available for delivery to DTC in New York on or about July __, 2016. Book-Running Senior Manager PNC Capital Markets LLC Co-Managers Academy Securities, Inc. Janney Montgomery Scott LLC RBC Capital Markets Siebert Brandford Shank & Co., L.L.C. Wells Fargo Securities The date of this Official Statement is June __, 2016. This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, buy, to Under no circumstances shall this Preliminary to sell or the solicitation of an offer This Preliminary Official Statement constitute an offer contained herein are subject to completion or amendment. Official Statement and the information any such jurisdiction. priorlaws of qualification or filing under the securities to registration, be unlawful solicitation or sale would sale of these securities jurisdictionnor shall there be any in any in which such offer, * Preliminary, subject to change. MATURITY SCHEDULE $210,000,000* COUNTY OF ALLEGHENY, PENNSYLVANIA GENERAL OBLIGATION REFUNDING BONDS, SERIES C-75 Year Initial Offering (November 1) Principal Maturity Amount Interest Rate Initial Offering Yield Price CUSIP+ $69,500,000* COUNTY OF ALLEGHENY, PENNSYLVANIA GENERAL OBLIGATION BONDS, SERIES C-76 Year Initial Offering (November 1) Principal Maturity Amount Interest Rate Initial Offering Yield Price CUSIP+ ___________________________ * Preliminary, subject to change + The above CUSIP (Committee on Uniform Securities Identification Procedures) numbers have been assigned by an organization not affiliated with the County or the Underwriters, and such parties are not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers are included solely for the convenience of bondholders and no representation is made as to the correctness of such CUSIP numbers. CUSIP numbers assigned to securities may be changed during the term of such securities based on a number of factors including, but not limited to, the refunding or defeasance of such securities or the use of secondary market financial products. None of the County or any of the Underwriters has agreed, and there is no duty or obligation, to update this Official Statement to reflect any change or correction in the CUSIP numbers set forth above. COUNTY OF ALLEGHENY, PENNSYLVANIA Chief Executive Rich Fitzgerald County Council Council-at-Large Council District 5 Council-at-Large John P. DeFazio* Sue Means Samuel DeMarco III Council District 1 Council District 6 Council District 10 Thomas Baker John F. Palmiere DeWitt Walton Council District 2 Council District 7 Council District 11 Cindy Kirk Nicholas Futules** Paul Klein Council District 3 Council District 8 Council District 12 Edward Kress Charles J. Martoni, Ph.D. James R. Ellenbogen Council District 4 Council District 9 Council District 13 Michael J. Finnerty*** Robert J. Macey Denise Ranalli Russell Controller County Manager Treasurer Chelsa Wagner William D. McKain, CPA John K. Weinstein County Solicitor Andrew F. Szefi, Esquire Budget and Finance Director Mary C. Soroka Bond Counsel Clark Hill PLC Underwriters PNC Capital Markets LLC Academy Securities, Inc. Janney Montgomery Scott LLC RBC Capital Markets, LLC Siebert Brandford Shank & Co., L.L.C. Wells Fargo Securities Underwriters' Counsel Reed Smith LLP Paying Agent U.S. Bank National Association Financial Advisor BNY Mellon Capital Markets, LLC ___________________________ * President of Council ** Vice President of Council *** Chairperson, County Council Committee on Budget and Finance No dealer, broker, salesman, or any other person has been authorized by the County or the Underwriters to give any information or to make any representation in connection with the offering of the Bonds, other than those contained in this Official Statement, and, if given or made, such other information or representation must not be relied upon as having been authorized by either of the foregoing. This Official Statement does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified or licensed to do so or to any person to whom it is unlawful to make such offer, solicitation, or sale. The information herein has been furnished solely by the County and by other sources that are believed by the County to be reliable, but it is not guaranteed as to its accuracy or completeness by, and is not to be construed as a representation of, the Underwriters. The Underwriters have provided the following sentence for inclusion in this Official Statement: The Underwriters have reviewed the information in this Official Statement pursuant to their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the County after the date hereof. This Official Statement is submitted in connection with the sale of the Bonds and may not be reproduced or used, in whole or in part, for any other purpose. The County has deemed this Official Statement to be final for purposes of Rule 15c2-12 promulgated by the Securities and Exchange Commission. In connection with the offering of the Bonds, the Underwriters may overallot or effect transactions which stabilize or maintain the market price of such Bonds at levels above those which might otherwise prevail in the open market. Such stabilization, if commenced, may be discontinued at any time. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE ORDINANCE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS.