43480000* City and County of Broomfield, Colorado
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PRELIMINARY OFFICIAL STATEMENT DATED JULY 17, 2012 NEW ISSUE - BOOK ENTRY ONLY RATING: MOODY'S: "A2" See "RATING" In the opinion of Bond Counsel, subject to compliance by the City and County of Broomfield, Colorado and its Sewer Enterprise with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on the Bonds, including original issue discount properly allocable to the owners of the Bonds, is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; it should be noted, however, that for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest and such original issue discount are taken into account in determining adjusted current earnings. To the extent interest on the Bonds, including original issue discount properly allocable to the owners of the Bonds, is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax, such interest and such original issue buy be accepted prior to the time the time the prior to the buy be accepted discount are not subject to income taxation by the State of Colorado. See "LEGAL OPINION AND TAX MATTERS." $43,480,000* CITY AND COUNTY OF BROOMFIELD, COLORADO SEWER ACTIVITY ENTERPRISE laws of such jurisdiction. laws of such SEWER AND WASTEWATER RECLAMATION REVENUE REFUNDING BONDS SERIES 2012 Dated: Date of Delivery Due: December 1, as shown on the inside cover page ies may not be sold nor offers to The City and County of Broomfield, Colorado (the "City and County"), acting by and through its City and County of Broomfield, offer to sell or a solicitation of an offer to buy, nor shall there be any sale of to buy, nor shall there be any to sell or a solicitation of an offer offer Colorado Sewer Activity Enterprise (the "Sewer Enterprise") Sewer and Wastewater Reclamation Revenue Refunding Bonds, Series 2012 (the "Series 2012 Bonds" or the "Bonds") are being issued as fully registered bonds in book entry form only in denominations of $5,000 or integral ification under the securities under the ification multiples thereof. The Series 2012 Bonds are to be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), to which payment of principal and interest on the Series 2012 Bonds will be made. DTC is expected, in turn, to remit such principal and interest to the DTC Participants (defined herein) for subsequent disbursement to the Beneficial Owners (defined herein) of the Series 2012 Bonds. Purchasers of the Series 2012 Bonds will not receive physical delivery of bond certificates. The principal of, premium, if any, and interest on the Series 2012 Bonds, at the rates set forth on the inside cover page, are payable by UMB Bank, n.a., Denver, Colorado, as Paying Agent to DTC, commencing on December 1, 2012, and semiannually on each June 1 and December 1 thereafter. or amendment. These securit or amendment. The Series 2012 Bonds maturing December 1, 2023, and thereafter are subject to redemption prior to maturity, as a whole or in part, at the option of the City and County, selected as to maturity by the City and County, and if less than an entire maturity is to be redeemed, then by lot within such maturity, on December 1, 2022 and thereafter at par plus accrued interest to the redemption date. See "THE SERIES 2012 BONDS - l prior to registration or qual to registration l prior Prior Redemption." The Series 2012 Bonds are being issued for the purpose of currently refunding its City of Broomfield, Colorado (the "City") acting by and through its Sewer Enterprise, Sewer and Wastewater Reclamation Revenue Bonds, Series 2001 (the "Series 2001 Bonds") and to pay costs of issuance of the Bonds. See "THE SERIES 2012 BONDS" The Series 2012 Bonds are special, limited obligations of the City and County, acting by and through its Sewer Enterprise, payable from Net Revenues, certain other revenues deposited in the Series 2012 Debt Service Account, including investment income, any additional funds or revenues which the City Council of the City and County, acting by and through its Sewer Enterprise hereafter pledges to the herein are subject to completion subject to completion herein are payment of the Series 2012 Bonds including revenues from an amended and restated intergovernmental agreement with the City and County stances shall this Preliminary Official Statement constitute an constitute Statement Official shall this Preliminary stances of Broomfield, Colorado Water Reclamation Activity Enterprise (the "Water Reclamation Enterprise") and revenues deposited in the Series 2012 Supplemental Sewer Revenue Account (as defined herein) (the "Pledged Revenues"). The Series 2012 Supplemental Sewer Revenue Account may be used to pay debt service on the Series 2012 Bonds or for any other Sewer Enterprise purposes. To the extent not used for licitation or sale would be unlawfu or sale would licitation other Sewer Enterprise purposes, the Series 2012 Supplemental Sewer Revenue Account may be used to pay principal and interest on the Series 2012 Bonds. The Series 2012 Bonds constitute first and prior, but not necessarily exclusive liens on the Pledged Revenues. This cover page, including the inside cover page, contains certain information for quick reference only. It is not a summary of the issue. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision, giving particular attention to the section "SPECIAL FACTORS." The Series 2012 Bonds are offered when, as, and if issued by the City and County, acting by and through its Water Enterprise, subject to: prior sale, the approval of validity and certain other matters by Hahn, Smith, Walsh & Mancuso, P.C., Attorneys at law, Denver, Colorado, as Bond Counsel; and the approval of certain legal matters by Hahn, Smith, Walsh & Mancuso, P.C., as Special Disclosure Counsel to the City and County. It is expected that the Series 2012 Bonds will be available for delivery in New York, New York on or about August 28, 2012. Financial Advisor The date of this Official Statement is July 24, 2012. Official Statement is delivered in final form. Under no circum in is delivered Statement Official This Preliminary Official Statement and the information contained contained information and the Official Statement This Preliminary these securities, in any jurisdiction in which such offer, so offer, such in which jurisdiction in any securities, these MATURITY SCHEDULE* © (6-digit CUSIP Issuer Number: __________) Maturity Principal* Interest CUSIP(1)(2) (December 1) Amount Rate Yield(1) (3) Number 2012 $2,070,000 2013 1,955,000 2014 2,000,000 2015 2,040,000 2016 2,105,000 2017 2,170,000 2018 2,550,000 2019 2,665,000 2020 2,780,000 2021 2,900,000 2022 1,580,000 2023 1,665,000 2024 1,755,000 2025 1,845,000 2026 1,945,000 2027 2,055,000 2028 2,165,000 2029 2,285,000 2030 2,410,000 2031 2,540,000 *Preliminary; subject to change (1) This information is not provided by the City and County or the Sewer Enterprise. (2) Neither the City and County nor the Sewer Enterprise takes responsibility for the accuracy of CUSIP numbers which are included solely for the convenience of the owners of the Bonds. (3) Yield based on the original reoffering premium and discount. © Copyright 2012, American Bankers Association. CUSIP data herein is provided by Standard & Poor's, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. USE OF INFORMATION IN THIS OFFICIAL STATEMENT The information contained in this Official Statement has been furnished by the City and County of Broomfield, Colorado, its Sewer Enterprise or DTC and from other sources believed to be reliable, but it is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by the City and County of Broomfield, Colorado, its Sewer Enterprise or DTC. No dealer, broker, salesman, or other person has been authorized by the City and County of Broomfield, Colorado, its Sewer Enterprise or the Financial Advisor or the Initial Purchasers to give any information or make any representations other than those made herein. Any such other information or representations must not be relied upon as being authorized. This Official Statement, which includes the cover page, the inside cover page and appendices, does not constitute an offer to sell or the solicitation of an offer to buy any of the Series 2012 Bonds in any jurisdiction in which it is unlawful to make such offer, solicitation, or sale. The information and expressions of opinions herein are subject to change without notice and neither the delivery of this document nor the sale of any of the Series 2012 Bonds shall, under any circumstances, create any implication that the information herein is correct as of any time subsequent to the date hereof. This Official Statement contains, in part, estimates and matters of opinion which are not intended as statements of fact, and no representation is made as to the correctness of such estimates and opinions, or that they will be realized. The Series 2012 Bonds will not be registered 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 state securities commission has passed upon the accuracy or adequacy of this document.