City of Phoenix, Arizona General Obligation Refunding Bonds, Series 2017
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NEW ISSUE — BOOK-ENTRY-ONLY RATINGS: Fitch: AA+ Moody’s: Aa1 S&P: AA+ reliminary PRELIMINARY OFFICIAL STATEMENT DATED MAY 25, 2017 n in which such In the opinion of Greenberg Traurig, LLP, Bond Counsel, assuming continuing compliance with certain tax covenants and the accuracy of certain representations of the City, under existing statutes, regulations, rulings and court decisions, interest on the Bonds will be excludable from gross income for federal income tax purposes. Interest on the Bonds will not be an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, however, interest on the Bonds will be taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax imposed on certain corporations. See “TAX EXEMPTION-General” herein for a description of certain other federal tax consequences of ownership of the Bonds. Bond Counsel is further of the opinion that the interest on the Bonds will be exempt from income taxation under the laws of the State of Arizona. See also “TAX EXEMPTION- Original Issue Discount and -Original Issue Premium” herein. $70,255,000* CITY OF PHOENIX, ARIZONA General Obligation Refunding Bonds, Series 2017 Dated: Date of Delivery Due: July 1, as shown on the inside front cover Principal of, and premium, if any, on the General Obligation Refunding Bonds, Series 2017 (the “Bonds”) of the City of Phoenix Arizona (the “City”) are payable at the designated office of U.S. Bank National Association, Phoenix, Arizona, as Bond Registrar and Paying Agent (the “Bond Registrar”). The Bonds are issued only as fully registered bonds without coupons, in denominations of $5,000 or any integral multiple thereof. The Bonds, when issued, will be registered in the name of The Depository Trust Company (“DTC”)or its nominee and will be available to purchasers initially only through the book-entry-only system maintained by DTC. So long as the book-entry-only system is maintained, no physical delivery of the Bonds will be made to the ultimate purchasers thereof and all payments of principal of and premium, if any, and interest on the Bonds will be made to such purchasers through DTC. Interest on the Bonds is payable semiannually on January 1 and July 1 of each year commencing January 1, 2018. The Bonds are not subject to optional redemption prior to maturity. At the option of the winning bidder, certain of the Bonds may be subject to mandatory sinking fund redemption. See “THE BONDS — Redemption Provisions” herein. The Bonds are direct and general obligations of the City and are payable as to both principal and interest from ad valorem taxes which may be levied on all taxable property therein without limitation as to rate, but within the limitation as to amount prescribed by law. See “SECURITY AND SOURCES OF PAYMENT” herein. The proceeds of the Bonds, together with other legally available funds, will be used for refunding certain of the City’s general obligation indebtedness as more fully described herein. This cover page contains only a brief description of the Bonds and the security therefor. It is not intended to be a summary of material information with respect to the Bonds. Investors should read the entire Official Statement to obtain information necessary to making an informed investment decision with respect to the Bonds. The Bonds are offered when, as and if issued and received by the initial purchasers and subject to the approving opinion of Greenberg Traurig, LLP, Phoenix, Arizona, Bond Counsel, as to validity and tax exemption. Squire Patton Boggs (US) LLP has acted as disclosure counsel to the City in connection with the preparation of this Official Statement. It is expected that the Bonds will be available for delivery in book-entry- only form through the facilities of DTC on or about June 21, 2017.* See “APPENDIX I — Notice Inviting Proposals for the Purchase of the Bonds” Official Statement constituteoffer, an solicitation offer or to sale sell would be or unlawful the prior solicitation to registration of or an qualification offer pursuant to to the buy, securities nor laws shall of any there such be jurisdiction. any sale of these securities in any jurisdictio This Preliminary Official Statement and the information contained herein are subject* to completion or amendment. Under no Subject circumstances does this P to change. MATURITY SCHEDULE $70,255,000* City of Phoenix, Arizona General Obligation Refunding Bonds, Series 2017 Maturity Principal Interest Price or July 1 Amount* Rate Yield CUSIP 2018 $18,230,000 2019 15,760,000 2020 13,045,000 2021 3,880,000 2022 4,090,000 2023 3,830,000 2024 4,045,000 2025 4,260,000 2026 1,520,000 2027 1,595,000 Term Bond due July 1, , Yield % * Subject to change as provided in “APPENDIX I — Official Notice of Sale”. CITY OF PHOENIX, ARIZONA CITY COUNCIL Greg Stanton, Mayor Laura Pastor, Vice Mayor Sal DiCiccio, Member District 4 District 6 Kate Gallego, Member Michael Nowakowski, Member District 8 District 7 Debra Stark, Member Daniel Valenzuela, Member District 3 District 5 Jim Waring, Member Thelda Williams, Member District 2 District 1 ADMINISTRATIVE OFFICIALS Ed Zuercher City Manager Milton Dohoney, Jr. Assistant City Manager Denise M. Olson Brad Holm Cris Meyer Chief Financial Officer City Attorney City Clerk SPECIAL SERVICES GREENBERG TRAURIG, LLP PUBLIC RESOURCES ADVISORY GROUP Phoenix, Arizona New York, New York Bond Counsel Financial Advisor SQUIRE PATTON BOGGS (US) LLP U.S. BANK NATIONAL ASSOCIATION Phoenix, Arizona Phoenix, Arizona Disclosure Counsel Bond Registrar and Paying Agent This Official Statement does not constitute an offering of any security other than the original offering of the Bonds of the City identified on the cover page hereof. No dealer, salesman or other person has been authorized to give any information or make any representation with respect to 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 the City or the Financial Advisor. This Official Statement shall not constitute an offer to sell or the solicitation of an offer to buy, and there shall be no sale of any of the Bonds, by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation, or sale. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City described herein since the date hereof. There is no obligation on the part of the City to provide any continuing secondary market disclosure other than as described herein under the heading “CONTINUING DISCLOSURE” and in “APPENDIX G — FORM OF CONTINUING DISCLOSURE UNDERTAKING.” Upon issuance, the Bonds will not be registered by the City or the initial purchasers under the Securities Act of 1933, as amended, or any state securities law, and will not be listed on any stock or other securities exchange. Neither the Securities and Exchange Commission nor any other federal, state or other governmental entity or agency will have passed upon the accuracy or adequacy of this Official Statement or approved the Bonds for sale. IN CONNECTION WITH THE OFFERING, THE INITIAL PURCHASERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS OFFERED THEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. The City currently maintains an investor relations website. However, unless specifically incorporated by reference herein, the information presented on the website is not part of this Official Statement and should not be relied upon in making an investment decision with respect to the Bonds. TABLE OF CONTENTS Heading Page INTRODUCTION ...................................................................... 1 THE BONDS .......................................................................... 1 Authorization and Purpose .............................................................. 1 Plan of Refunding ..................................................................... 1 General Description ................................................................... 4 Book-Entry-Only System ............................................................... 4 Redemption Provisions ................................................................. 7 Registration, Transfer and Exchange When Book-Entry-Only System Has Been Discontinued ........ 8 Sources and Applications of Funds ....................................................... 8 SECURITY AND SOURCE OF PAYMENT ................................................. 8 General ............................................................................. 8 Subsequent Refunding of the Bonds ....................................................... 9 PROPERTY TAX POLICY ............................................................... 9 PHOENIX STRATEGIC PLAN ........................................................... 10 Financial Excellence ................................................................... 11 CAPITAL IMPROVEMENT PROGRAM ................................................... 11 GENERAL FUND SUMMARY ........................................................... 12 COMBINED FINANCIAL SCHEDULES ..................................................