Official Statement Series 2015A 2015B 2015C
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OFFICIAL STATEMENT DATED JULY 21, 2015 NEW ISSUES - BOOK-ENTRY ONLY RATINGS: Fitch “AAA” S&P “AAA” In the opinion of Bracewell & Giuliani LLP, Bond Counsel, under existing law, (a) interest on the Series 2015A Bonds (as defined below) is excludable from gross income for federal income tax purposes and the Series 2015A Bonds are not “private activity bonds” and (b) (i) interest on the Series 2015B Bonds (as defined below) is excludable from gross income for federal income tax purposes, except with respect to interest on any Series 2015B Bond for any period during which such Series 2015B Bond is held by a person who, within the meaning of Section 147(a) of the Internal Revenue Code of 1986, as amended, is a “substantial user” or a “related person” to such a “substantial user” of the facilities financed or refinanced with the proceeds of the Series 2015B Bonds, as described under “TAX MATTERS—Tax Exemption – Series 2015 Bonds” herein, and (ii) interest on the Series 2015B Bonds is an item of tax preference that is includable in alternative minimum taxable income for purposes of determining the alternative minimum tax imposed on individuals and corporations. See “TAX MATTERS—Tax Exemption – Series 2015A Bonds” for a discussion of the opinion of Bond Counsel, including a description of alternative minimum tax consequences for corporations, for the Series 2015A Bonds and “TAX MATTERS—Tax Exemption – Series 2015B Bonds” for a discussion of the opinion of Bond Counsel for the Series 2015B Bonds. Interest on the Series 2015C Bonds (as defined below) is not excludable from gross income for federal tax purposes under existing law. See “TAX MATTERS—Material United States Federal Income Tax Matters – Series 2015C Bonds” herein. $115,970,000 PORT OF HOUSTON AUTHORITY OF HARRIS COUNTY, TEXAS (A political subdivision of the State of Texas having boundaries generally coterminous with Harris County) $62,805,000 $25,905,000 $27,260,000 UNLIMITED TAX UNLIMITED TAX UNLIMITED TAX REFUNDING BONDS, REFUNDING BONDS, REFUNDING BONDS, SERIES 2015A (Tax Exempt Non-AMT) SERIES 2015B (AMT) SERIES 2015C (Taxable) Interest Accrual Date: Date of Delivery CUSIP Prefix: 734260 Due: October 1 (see pages i, ii and iii) The Port of Houston Authority of Harris County, Texas, Unlimited Tax Refunding Bonds, Series 2015A (Tax Exempt Non-AMT) (the “Series 2015A Bonds”), the Port of Houston Authority of Harris County, Texas, Unlimited Tax Refunding Bonds, Series 2015B (AMT) (the “Series 2015B Bonds”), and the Port of Houston Authority of Harris County, Texas, Unlimited Tax Refunding Bonds, Series 2015C (Taxable) (the “Series 2015C Bonds,” and collectively with the Series 2015A Bonds and the Series 2015B Bonds, the “Bonds”), are hereby offered for sale by the Port of Houston Authority of Harris County, Texas (the “Authority”). The Bonds are payable from the receipts of an annual ad valorem tax levied, without legal limit as to rate or amount, on all taxable property within the Authority. The Bonds are not obligations of Harris County or the City of Houston, Texas. See “DESCRIPTION OF THE BONDS—Source of Payment of the Bonds” and “AD VALOREM TAXES” herein. Interest on the Bonds will accrue from the later of their Date of Delivery (as defined below) to the underwriters identified below (the “Underwriters”) or the most recent interest payment date to which interest has been paid or duly provided for, calculated on the basis of a 360-day year of twelve 30-day months, payable on October 1, 2015, and each April 1 and October 1 thereafter until maturity or earlier redemption by check mailed to the registered owner of record as of the 15th day of the month next preceding each interest payment date. The Bonds will be issued only in fully-registered form in the denomination of $5,000 principal amount, or integral multiples thereof. See “DESCRIPTION OF THE BONDS.” The Bonds will be initially registered solely in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company (“DTC”), New York, New York, acting as securities depository for the Bonds, until DTC resigns or is discharged. The Bonds initially will be available to purchasers in book-entry form only. So long as Cede & Co., as nominee for DTC, is the registered owner of the Bonds, the Bonds will be payable by Amegy Bank National Association, Houston, Texas (the “Paying Agent/Registrar”) from amounts paid by the Authority to Cede & Co., which will, in turn, remit such amounts to DTC participants for subsequent disbursement to the beneficial owners of the Bonds. See “APPENDIX B—BOOK-ENTRY-ONLY SYSTEM.” Proceeds of the Bonds will be used to (i) refund certain outstanding bonds of the Authority (the “Refunded Bonds”) in order to achieve debt service savings; and (ii) pay the costs of issuance of the Bonds and the costs of refunding the Refunded Bonds. See “PLAN OF FINANCING” and “DESCRIPTION OF THE BONDS – Refunded Bonds” and “Schedule I – SCHEDULE OF BONDS TO BE REFUNDED.” The Series 2015A Bonds are subject to optional redemption, in whole or in part, as described herein. See “DESCRIPTION OF THE BONDS – Optional Redemption of the Series 2015A Bonds.” The Series 2015B Bonds are not subject to optional redemption prior to maturity. The Series 2015C Bonds are subject to optional and make-whole redemption, in whole or in part, as described herein. See “DESCRIPTION OF THE BONDS – Redemption – Optional Redemption of the Series 2015C Bonds with Make-Whole Premium”, and – “Optional Redemption of the Series 2015C Bonds at Par Plus Accrued Interest”. SEE PAGES i, ii and iii FOR MATURITY AND PRICING SCHEDULES The Bonds are offered for delivery, when, as, and if issued by the Authority, subject to the approving opinion of the Attorney General of Texas, and the opinion of Bracewell & Giuliani LLP, Houston, Texas, Bond Counsel. Certain legal matters will be passed upon for the Underwriters by Andrews Kurth LLP, Houston, Texas, counsel to the Underwriters. The Bonds are expected to be available for delivery through the facilities of the DTC in New York, New York on or about August 26, 2015 (“Date of Delivery”). CITIGROUP BACKSTROM MCCARLEY BAIRD COASTAL SECURITIES, INC. BERRY & CO., LLC MORGAN STANLEY RAYMOND JAMES WELLS FARGO SECURITIES PORT OF HOUSTON AUTHORITY MATURITY AND PRICING SCHEDULE PORT OF HOUSTON AUTHORITY OF HARRIS COUNTY, TEXAS $62,805,000 UNLIMITED TAX REFUNDING BONDS, SERIES 2015A (Tax Exempt Non-AMT) CUSIP PREFIX: 734260(a) Maturity Principal Interest Initial Offering CUSIP (October 1) Amount Rate Yield(c) Suffix 2019 $ 5,085,000 5.000% 1.290% 4G4 2020 13,700,000 5.000 1.540 4H2 2021 14,350,000 5.000 1.850 4J8 2022 14,430,000 5.000 2.130 4K5 2023 6,565,000 5.000 2.310 4L3 2024 1,455,000 5.000 2.430 4M1 2025 1,505,000 5.000 2.610 4N9 2026(b) 1,550,000 5.000 2.750 4P4 2027(b) 1,545,000 5.000 2.830 4Q2 2028(b) 625,000 3.125 3.270 4R0 2029(b) 645,000 3.250 3.390 4S8 2030(b) 665,000 3.375 3.460 4T6 2031(b) 685,000 3.375 3.520 4U3 (a) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by S&P Capital IQ on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. None of the Underwriters, the Authority, nor the Financial Advisor is responsible for the selection or correctness of the CUSIP numbers set forth herein. (b) The Bonds maturing on and after October 1, 2026, are subject to redemption prior to maturity, at the option of the Authority, in whole or from time to time in part, in principal amounts of $5,000 or any integral multiple thereof, on October 1, 2025, or any date thereafter, at a redemption price equal to the principal amount thereof plus accrued interest to the date fixed for redemption. See “DESCRIPTION OF THE BONDS – Redemption – Optional Redemption of the Series 2015A Bonds.” (c) The initial yields will be established by and are the sole responsibility of the Underwriters, and may subsequently be changed. Yields shown are calculated to maturity or the first optional redemption date, whichever produces the lowest yield. -i- MATURITY AND PRICING SCHEDULE PORT OF HOUSTON AUTHORITY OF HARRIS COUNTY, TEXAS $25,905,000 UNLIMITED TAX REFUNDING BONDS, SERIES 2015B (AMT) CUSIP PREFIX: 734260(a) Maturity Principal Interest Initial Offering CUSIP (October 1)(b) Amount Rate Price Yield(c) Suffix 2016 $4,695,000 5.000% 0.530% 4V1 2017 5,915,000 5.000 0.960 4W9 2018 8,940,000 5.000 1.320 4X7 2019 4,755,000 5.000 1.580 4Y5 2023 1,600,000 5.000 2.660 4Z2 (a) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by S&P Capital IQ on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. None of the Underwriters, the Authority, nor the Financial Advisor is responsible for the selection or correctness of the CUSIP numbers set forth herein. (b) The Series 2015B Bonds are not subject to optional redemption prior to maturity. (c) The initial yields will be established by and are the sole responsibility of the Underwriters, and may subsequently be changed. Yields shown are calculated to maturity or the first optional redemption date, whichever produces the lowest yield.