Onondaga County Resource Recovery Agency
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PRELIMINARY OFFICIAL STATEMENT DATED MARCH 28, 2019 NEW ISSUE - Book-Entry-Only Insured Rating: “AA/Stable” Uninsured Rating: “A/Stable” Underlying Rating: S&P: “A/Stable” See “Ratings” herein In the opinion of Katten Muchin Rosenman LLP, Bond Counsel, based on existing statutes, regulations, rulings, and court decisions, interest on the 2019 Bonds is not includable in gross income for federal income tax purposes assuming compliance with certain covenants and the accuracy of certain representations, except for any interest on any 2019 Bond for any period during which such 2019 Bond is held by a person who is a “substantial user” of the facilities financed with the proceeds of the 2019 Bonds or a “related person” as defined in Section 147(a) of the Internal Revenue Code of 1986, as amended. Interest on the 2019 Bonds is an “item of tax preference” for purposes of computing the federal alternative minimum tax on individuals. In the opinion of Bond Counsel, based on existing statutes, interest on the 2019 Bonds is exempt from personal income taxes imposed by the State of New York and any political subdivision thereof. See “TAX MATTERS” in this Official Statement. ONONDAGA COUNTY RESOURCE RECOVERY AGENCY (ONONDAGA COUNTY, NEW YORK) $12,000,000* REVENUE BONDS, SERIES 2019 (SUBORDINATE LIEN) (SUBJECT TO AMT) Dated: Date of Delivery Due: May 1, as shown on the inside cover The $12,000,000* aggregate principal amount of Revenue Bonds Series 2019 (the “2019 Bonds”) are being issued by the Onondaga County Resource Recovery Agency (the “Agency”), a public benefit corporation of the State of New York (the “State”), created pursuant to Title 13-B of Article 8 of the Public Authorities Law, Chapter 43-A of the Consolidated Laws of the State, and the acts amendatory thereof and supplemental thereto (the “Act”), pursuant to a bond resolution of the Agency duly adopted February 13, 2019 (the “Bond Resolution”) and an Indenture of Trust dated as of April 1, 2015 between the Agency and US Bank, National Association, as trustee (the “Trustee”) (the “Indenture”) and a Supplemental Indenture of Trust dated as of March 1, 2019 between the Agency and the Trustee (the “Supplemental Indenture”). The Indenture, as supplemented by the Supplemental Indenture is referred to herein as the “Indenture”). The 2019 Bonds will be issued as fixed rate obligations, fully registered, in denominations of $5,000 or any integral multiple thereof. The 2019 Bonds will bear interest at the rates and mature at the times shown on the inside cover page hereof. Interest on the 2019 Bonds is payable on each May 1 and November 1, commencing November 1, 2019. The 2019 Bonds will be initially issued under a book-entry only system and will be registered in the name of Cede & Co., as Bondholder and nominee of The Depository Trust Company, Jersey City, New Jersey (“DTC”). So long as Cede & Co., as nominee for DTC, is the registered owner of the 2019 Bonds, payments of principal or redemption price of and interest on the 2019 Bonds will be made by US Bank, National Association, as Trustee and Paying Agent, to Cede & Co. The scheduled payment of principal of and interest on the 2019 Bonds maturing on May 1, 20__ through May 1, 20__, inclusive (the “Insured Bonds”) when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Insured Bonds by Assured Guaranty Municipal Corp. (“AGM” or the “Insurer”). The 2019 Bonds are subject to redemption prior to maturity as more fully described herein. The Bonds are being issued to pay a portion of the costs of improvements to the Agency’s Rock Cut Road Transfer Facility (the “Rock Cut Road Facility”). The 2019 Bonds are general obligations of the Agency payable out of any revenues or other receipts, funds or moneys of the Agency, including, without limitation, “System Revenues” pledged therefor pursuant to the Indenture and from amounts otherwise available under the Indenture for the payment thereof. The lien on System Revenues is subordinate to the lien in favor of the 2015 Bonds (described herein). Neither the State of New York (the “State”) nor the County of Onondaga (the “County”) shall be obligated to pay the principal or Redemption Price, if any, of or interest on the 2019 Bonds and neither the faith and credit nor the taxing power of the State or the County is pledged to pay such principal, Redemption Price or interest. The 2019 Bonds shall never constitute a debt or liability of the State or the County within the meaning of any constitutional or statutory limitation. The Agency has no taxing power. The 2019 Bonds are offered when, as and if issued by the Agency, subject to the approval of certain legal matters by Katten Muchin Rosenman, LLP, New York, New York, Bond Counsel. Certain legal matters will be passed upon for the Agency by its counsel, William J. Bulsiewicz, Esq., Syracuse, New York, and for the Underwriter by its counsel, Trespasz & Marquardt, LLP, Syracuse, New York. It is expected that the 2019 Bonds will be available for delivery through the facilities of DTC in New York, New York on or about April __, 2019. ROOSEVELT & CROSS INCORPORATED April __, 2019 This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold, nor may offers to buy be accepted, prior to the time the Official Statement is delivered in buy be accepted, prior to the time Official Statement is delivered to offers not be sold, nor may These securities may This Preliminary or amendment. contained herein are subject to completion Official Statement and the information solicitation or sale any sale of these securitiesany jurisdiction buy nor shall there be in in which such offer, to Under no circumstances shall this Preliminary to sell or the solicitation of an offer Official Statement constitute an offer form. final such jurisdiction. prior of any or qualification under the securities to registration be unlawful laws would * Preliminary, subject to change. MATURITY SCHEDULE $12,000,000* ONONDAGA COUNTY RESOURCE RECOVERY AGENCY REVENUE BONDS Series 2019 (Subordinate Lien) (Subject to AMT) MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES OR YIELDS AND CUSIPS Principal Interest Maturity Amount Rate Yield CUSIP1 DISCLAIMER STATEMENT Assured Guaranty Municipal Corp. (“AGM”) makes no representation regarding the 2019 Bonds or the advisability of investing in the 2019 Bonds. In addition, AGM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding AGM supplied by AGM and presented under the heading “Bond Insurance” and Appendix G – “Specimen Municipal Bond Insurance Policy”. * Preliminary, subject to change. 1 CUSIP® is a registered trademark of the American Bankers Association (“ABA”). The CUSIP numbers herein are provided by CUSIP Global Services, which is managed by Standard & Poor’s, a business unit of The McGraw-Hill Companies, Inc., on behalf of the ABA. The CUSIP numbers are provided for convenience of reference only. None of the Issuer, the Borrower or the Trustee take any responsibility for the accuracy of such numbers. ONONDAGA COUNTY RESOURCE RECOVERY AGENCY Members of the Board of Directors John Copanas Anthony Geiss Lee Klosowski, P.E. Travis Glazier Ravi Raman, P.E. Jessi Lyons Jerusha Thomas Donald Lawless Joseph Driscoll Michael J. Reilly, CPA Blair Page Bond and Tax Counsel Katten Muchin Rosenman LLP New York, New York Municipal Advisor Fiscal Advisors & Marketing, Inc. Syracuse, New York [THIS PAGE INTENTIONALLY LEFT BLANK] No person has been authorized by the Agency to give any information or to make any representations not contained in this Official Statement, and, if given or made, such information or representations must not be relied upon as having been authorized. This Official Statement does not constitute an offer to sell or solicitation of an offer to buy any of the 2019 Bonds in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The information, estimates and expressions of opinion herein are subject to change without notice, and neither the 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. The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of its responsibilities under the federal securities law as applied to the facts and circumstances of this transaction, but the Underwriter does not guaranty the accuracy or completeness of such information. References to website addresses presented herein are for informational purposes only and may be in the form of a hyper link solely for the reader's convenience. Unless specified otherwise, such websites and the information or links contained therein are not incorporated into, and are not part of, this Official Statement for purposes of, and as that term is defined in, SEC Rule 15c2-12. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2019 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.