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HILLSBOROUGH COUNTY, FLORIDA $18035000 Utility Revenue Bonds

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HILLSBOROUGH COUNTY, FLORIDA $18035000 Utility Revenue Bonds NEW ISSUE -- Book-Entry Only RATINGS: See "RATINGS" herein In the opinion of Edwards Angell Palmer & Dodge LLP, Bond Counsel, based upon an analysis of existing law and assuming, among other matters, compliance with certain covenants, interest on the Series 2010A Bonds is excluded from gross income for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"). Interest on the Series 2010A Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, and such interest is not included in adjusted current earnings when calculating corporate alternative minimum taxable income. Bond Counsel is also of the opinion that the Series 2010 Bonds and the interest thereon are exempt from taxation under the existing laws of the State of Florida, except as to estate taxes and taxes imposed by Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations, as defined therein. In the opinion of Bond Counsel, under existing law, interest on the Series 2010B Bonds and Series 2010C Bonds is included in gross income of the holders thereof for federal income tax purposes under the Code. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Series 2010 Bonds. See "TAX MATTERS" herein. HILLSBOROUGH COUNTY, FLORIDA $18,035,000 $110,265,000 $21,700,000 Utility Revenue Bonds Utility Revenue Bonds, Series 2010B Utility Revenue Bonds, Series 2010C Series 2010A (Federally Taxable – (Federally Taxable – (Tax-Exempt) Build America Bonds – Recovery Zone Economic Direct Payment) Development Bonds – Direct Payment) Dated: Date of Delivery Due: August 1, as shown on the inside cover hereof Hillsborough County, Florida (the "County" or the "Issuer"), is issuing the $18,035,000 Utility Revenue Bonds, Series 2010A (Tax-Exempt) (the "Series 2010A Bonds"), $110,265,000 Utility Revenue Bonds, Series 2010B (Federally Taxable – Build America Bonds – Direct Payment) (the "Series 2010B Bonds") and $21,700,000 Utility Revenue Bonds, Series 2010C (Federally Taxable – Recovery Zone Economic Development Bonds – Direct Payment) (the "Series 2010C Bonds" and collectively with the Series 2010A and the Series 2010B Bonds, the "Series 2010 Bonds") as fully registered bonds in denominations of $5,000 or any integral multiples thereof. The Series 2010 Bonds, when issued and delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Ownership interest in the Series 2010 Bonds may be purchased only in book-entry form in denominations of $5,000 and in integral multiples thereof. Purchasers of beneficial ownership interest in the Series 2010 Bonds will not receive physical certificates representing their ownership interest in such Series 2010 Bonds. So long as the Series 2010 Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Series 2010 Bondholder shall mean Cede & Co. and shall not mean the ultimate purchasers of the Series 2010 Bonds. See "DESCRIPTION OF THE SERIES 2010 BONDS – Book-Entry Only System" herein. Interest on the Series 2010 Bonds will be paid semiannually on February 1 and August 1 of each year, commencing February 1, 2011. So long as the Series 2010 Bonds are registered in the name of Cede & Co., as nominee of DTC, payments of the principal of, premium, if any, and interest on the Series 2010 Bonds will be made directly to DTC or its nominee, Cede & Co., by the Clerk of the Circuit Court of the County, as registrar and paying agent. Disbursement of such payments to DTC's Participants (as defined herein) is the responsibility of DTC. The Series 2010A Bonds are not subject to redemption prior to their respective dates of maturity. The Series 2010B Bonds and the Series 2010C Bonds are subject to optional, mandatory and extraordinary redemption prior to their respective dates of maturity. See "DESCRIPTION OF THE SERIES 2010 BONDS – Optional Redemption – Mandatory Redemption – Extraordinary Optional Redemption for the Series 2010B Bonds and the Series 2010C Bonds." This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2010 Bonds are being issued to provide funds sufficient, together with other available moneys, for the purpose of (1) financing the costs of the 2010 Project (as defined herein), (2) making a deposit into the Reserve Account (as defined herein) in an amount sufficient to satisfy the Reserve Requirement (as defined herein), (3) fund capitalized interest on the Series 2010 Bonds through August 1, 2012, and (4) paying certain costs and expenses relating to the issuance of the Series 2010 Bonds. The Series 2010 Bonds are being issued on a parity with the County's Junior Lien Refunding Utility Revenue Bonds, Series 2001, currently outstanding in the principal amount of $64,255,000. There are no outstanding Senior Lien Utility Revenue Bonds. See "SECURITY FOR THE BONDS – No Further Issuance of Bonds with a Senior Lien on Pledged Revenues." THE SERIES 2010 BONDS DO NOT CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY WITHIN THE MEANING OF THE CONSTITUTION OF FLORIDA, BUT ARE PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND A PLEDGE OF THE PLEDGED REVENUES AND THE FUNDS AND THE EARNINGS THEREON PLEDGED TO THE PAYMENT OF THE SERIES 2010 BONDS, IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. NO BONDHOLDER SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE COUNTY OR TAXATION IN ANY FORM ON ANY REAL OR PERSONAL PROPERTY TO PAY THE SERIES 2010 BONDS OR THE INTEREST THEREON, NOR SHALL ANY BONDHOLDER BE ENTITLED TO PAYMENT OF SUCH PRINCIPAL AND INTEREST FROM ANY OTHER FUNDS OF THE COUNTY OTHER THAN THE PLEDGED REVENUES AND THE FUNDS AND THE EARNINGS THEREON PLEDGED TO PAYMENT OF THE SERIES 2010 BONDS, ALL IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. _________________ THE MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES, YIELDS AND INITIAL CUSIP NUMBERS OF THE SERIES 2010 BONDS ARE DESCRIBED ON THE INSIDE COVER HEREOF. The Series 2010 Bonds are offered when, as and if issued and received by the Original Purchaser(s), subject to the approval of legality by Edwards Angell Palmer & Dodge LLP, West Palm Beach, Florida, Bond Counsel. Law Offices of Carol D. Ellis, P.A., Palm Beach, Florida, is serving as Co-Bond Counsel. Certain legal matters will be passed upon for the Issuer by Renée Francis Lee, Esq., County Attorney, or a Senior Assistant County Attorney and certain disclosure matters will be passed upon by GrayRobinson, P.A., Tampa, Florida, as Disclosure Counsel to the Issuer. Lansing C. Scriven, P.A., Tampa, Florida, is serving as Co-Disclosure Counsel to the Issuer. Public Financial Management, Inc. has acted as Financial Advisor for the Issuer. It is expected that the Series 2010 Bonds will be available for delivery in New York, New York, via DTC on or about November 16, 2010. _________________ BofA Merrill Lynch Wells Fargo Bank, National Association Original Purchaser of Series 2010A Bonds Original Purchaser of Series 2010B Bonds and Series 2010C Bonds Dated: October 19, 2010 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS HILLSBOROUGH COUNTY, FLORIDA $18,035,000 $110,265,000 $21,700,000 Utility Revenue Bonds, Utility Revenue Bonds, Series 2010B Utility Revenue Bonds, Series 2010C Series 2010A (Federally Taxable – (Federally Taxable – (Tax-Exempt) Build America Bonds – Recovery Zone Economic Direct Payment) Development Bonds – Direct Payment) $18,035,000 Series 2010A Serial Bonds Maturity Date Interest Initial CUSIP (August 1) Principal Amount Rate Yield Price Numbers* 2013 $2,355,000 3.00% 1.02% 105.274 432347KY7 2014 2,425,000 3.00 1.30 106.133 432347KZ4 2015 2,500,000 3.00 1.56 106.511 432347LA8 2016 2,575,000 2.25 1.87 102.047 432347LB6 2017 2,635,000 4.00 2.13 111.629 432347LC4 2018 2,740,000 2.50 2.39 100.768 432347LD2 2019 2,805,000 3.00 2.62 102.939 432347LE0 $59,455,000 Series 2010B Serial Bonds Maturity Date Interest Initial CUSIP (August 1) Principal Amount Rate Yield Price Numbers* 2020 $4,675,000 3.85% 3.90% 99.594 432347LF7 2021 4,790,000 4.05 4.10 99.565 432347LG5 2022 4,920,000 4.20 4.25 99.537 432347LH3 2023 5,050,000 4.35 4.40 99.511 432347LJ9 2024 5,195,000 4.60 4.65 99.490 432347LK6 2025 5,350,000 4.80 4.85 99.471 432347LL4 2026 5,515,000 5.00 5.05 99.454 432347LM2 2027 5,695,000 5.10 5.15 99.436 432347LN0 2028 5,885,000 5.20 5.25 99.419 432347LP5 2029 6,085,000 5.30 5.35 99.404 432347LQ3 2030 6,295,000 5.40 5.45 99.391 432347LR1 $27,495,000 5.50% Term Bond, due August 1, 2034, Yield 5.55%/Price 99.335, Initial CUSIP Number 432347LT7* $23,315,000 5.55% Term Bond, due August 1, 2037, Yield 5.60%/Price 99.302, Initial CUSIP Number 432347LS9* Series 2010C Term Bond $21,700,000 5.85% Term Bond, due August 1, 2040, Yield 5.85%/Price 100, Initial CUSIP Number 432347LU4* * The County is not responsible for the use of CUSIP numbers, nor is a representation made as to their correctness. The CUSIP numbers are included solely for the convenience of the readers of this Official Statement.
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