The Redevelopment Project
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NEW ISSUE –BOOK-ENTRY-ONLY RATING S&P: A- (See “CONCLUDING INFORMATION - Ratings on the Bonds” herein) The Agency has determined that interest on the Bonds is not excluded from gross income for federal income tax purposes under the Internal Revenue Code of 1986. However, in the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, interest on the Bonds is exempt from State of California personal income tax. See “LEGAL MATTERS - Tax Matters” herein. LOS ANGELES COUNTY STATE OF CALIFORNIA $50,000,000 GLENDALE REDEVELOPMENT AGENCY CENTRAL GLENDALE REDEVELOPMENT PROJECT 2011 SUBORDINATE TAXABLE TAX ALLOCATION BONDS Dated: Date of Delivery Due: December 1 as Shown on the Inside Front Cover The cover page contains certain information for quick reference only. It is not a summary of the issue. Potential investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. See “RISK FACTORS” herein for a discussion of special risk factors that should be considered in evaluating the investment quality of the Bonds including a discussion of the California Governor’s proposed fiscal year 2011/12 budget, which, if enacted in its current form, would eliminate redevelopment agencies. Proceeds from the sale of the Glendale Redevelopment Agency (the “Agency”), Central Glendale Redevelopment Project, 2011 Subordinate Taxable Tax Allocation Bonds (the “Bonds”) will be used to (i) finance redevelopment and low- and moderate-income housing activities of benefit to the Central Glendale Redevelopment Project, (ii) satisfy the reserve requirement for the Bonds and (iii) provide for the costs of issuing the Bonds. The Bonds will be issued under an Indenture of Trust, dated as of April 1, 2011 (the “Indenture”), by and between the Agency and U.S. Bank National Association, as trustee (the “Trustee”). The Bonds are special obligations of the Agency and are payable solely from and secured by a pledge of certain tax increment revenues of the Agency’s Central Glendale Redevelopment Project (the “Redevelopment Project”) on a basis subordinate to certain other obligations of the Agency as described herein, and a pledge of amounts in certain funds and accounts established under the Indenture, as further discussed herein. Interest on the Bonds is payable on December 1, 2011, and semiannually thereafter on December 1 and June 1 of each year until maturity or earlier sinking account payment, if applicable. The Bonds are not subject to optional redemption prior to maturity (see “THE BONDS - General Provisions” and “THE BONDS - Redemption” herein). The Bonds are being offered when, as and if issued, subject to the approval as to their legality by Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel. Certain legal matters will be passed on for the Agency by Jones Hall, A Professional Law Corporation, San Francisco, California, as Disclosure Counsel and by Gillian van Muyden, as General Counsel - Redevelopment. It is anticipated that the Bonds will be available for delivery through the facilities of The Depository Trust Company on or about April 12, 2011 (see “APPENDIX F - DTC AND THE BOOK-ENTRY-ONLY SYSTEM” herein). The date of the Official Statement is April 7, 2011. $50,000,000 GLENDALE REDEVELOPMENT AGENCY CENTRAL GLENDALE REDEVELOPMENT PROJECT 2011 SUBORDINATE TAXABLE TAX ALLOCATION BONDS MATURITY SCHEDULE $10,720,000 Serial Bonds Maturity Date Principal Interest Reoffering Reoffering CUSIP®† December 1 Amount Rate Yield Price 378452 2012 $1,730,000 3.50% 3.716% 99.656 EK8 2013 1,790,000 4.00 4.298 99.260 EL6 2014 1,865,000 5.00 5.291 99.042 EM4 2015 2,595,000 5.50 5.987 98.045 EN2 2016 2,740,000 6.00 6.537 97.492 EP7 $19,270,000 7.75% Term Bond maturing December 1, 2021, Yield 8.45%, Price 95.135 CUSIP®† 378452 EU6 $20,010,000 8.35% Term Bond maturing December 1, 2024, Yield 8.95%, Price 95.309 CUSIP®† 378452 EV4 † CUSIP® A registered trademark of the American Bankers Association. Copyright © 1999-2011 Standard & Poor’s, a Division of The McGraw-Hill Companies, Inc. CUSIP® data herein is provided by Standard & Poor’s CUSIP® Service Bureau. This data in not intended to create a database and does not serve in any way as a substitute for the CUSIP® Service Bureau. CUSIP® numbers are provided for convenience of reference only. Neither the Agency, the Financial Advisor nor the Underwriter takes any responsibility for the accuracy of such numbers. GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT Use of Official Statement. This Official Statement is submitted in connection with the offer and sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by the Agency in any press release and in any oral statement made with the approval of an authorized officer of the Agency or any other entity described or referenced herein, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “forecast,” “expect,” “intend” and similar expressions identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. Limit of Offering. No dealer, broker, salesperson or other person has been authorized by the Agency to give any information or to make any representations in connection with the offer or sale of the Bonds other than those contained herein and if given or made, such other information or representation must not be relied upon as having been authorized by the Agency, the Financial Advisor or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. Involvement of Underwriter. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. Information Subject to Change. The information and expressions of opinions herein are subject to change without notice and neither 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 Agency or any other entity described or referenced herein since the date hereof. All summaries of the documents referred to in this Official Statement are made subject to the provisions of such documents, respectively, and do not purport to be complete statements of any or all of such provisions. Stabilization of Prices. In connection with this offering, the Underwriter may overallot or effect transactions which stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Underwriter may offer and sell the Bonds to certain dealers and others at prices lower than the public offering prices set forth on the inside front cover page hereof and said public offering prices may be changed from time to time by the Underwriter. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. GLENDALE REDEVELOPMENT AGENCY GLENDALE, CALIFORNIA CITY COUNCIL AGENCY BOARD Ara Najarian, Mayor Laura Friedman, Chair John Drayman, Council Member John Drayman, Member Laura Friedman, Council Member Ara Najarian, Member Frank Quintero, Council Member Frank Quintero, Member Dave Weaver, Council Member Dave Weaver, Member ______________________________________________ CITY AND AGENCY STAFF James E. Starbird, City Manager and Executive Director Hassan Haghani, Director of Community Development Philip S. Lanzafame, Chief Assistant Director of Community Development Emil Tatevosian, Deputy Director of Policy and Innovation Robert P. Elliot, CPA, Director of Administrative Services - Finance and Agency Treasurer Mark Berry, Senior Redevelopment Project Manager Joseph Rodarte, Administrative Analyst Ronald Borucki, City Treasurer Scott H. Howard, City Attorney Gillian van Muyden, General Counsel - Redevelopment Ardashes Kassakhian, City Clerk and Agency Secretary ________________________________________ PROFESSIONAL SERVICES Bond Counsel and Disclosure Counsel Jones Hall A Professional Law Corporation San Francisco, California Financial Advisor Harrell