Albany County Airport Authority
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NEW ISSUES-BOOK ENTRY ONLY MOODY’S: “A3” STANDARD & POOR’S: “A” (See “RATINGS” herein) In the opinion of Hodgson Russ LLP, Albany, New York, Bond Counsel to the Authority (“Bond Counsel”), based on existing statutes, regulations, rulings and court decisions and assuming the accuracy of certain representations and continuing compliance with certain covenants described in “Tax Exemption” herein, (1) interest on the Series 2019/2020 Bonds is excluded from gross income for federal income tax purposes, except that no opinion is expressed as to the exclusion from gross income of interest on any Series 2020B Bond during any period when such Series 2020B Bond is held by a “substantial user” of the facilities financed or refinanced by the Series 2020B Bonds, or a “related person” thereto, as those quoted terms are used in Section 147(a) of the Code, (2) interest on the Series 2019 Bonds and the Series 2020A Bonds is not an “item of tax preference” for purposes of the federal alternative minimum tax imposed by the Internal Revenue Code of 1986, as amended (the “Code”), and (3) interest on the Series 2020B Bonds is an “item of tax preference” for purposes of the federal alternative minimum tax imposed by the Code. Bond Counsel is further of the opinion that interest on the Series 2019/2020 Bonds is exempt from personal income taxes imposed by the State of New York or any political subdivision thereof (including The City of New York). For a more complete discussion, including certain other tax considerations, see “TAX EXEMPTION” herein. ALBANY COUNTY AIRPORT AUTHORITY $9,620,000 Airport Revenue Bonds, Series 2019 (Non-AMT) $4,390,000 Airport Revenue Refunding Bonds, Series 2020A (Non-AMT) (Forward Delivery) $30,220,000 Airport Revenue Refunding Bonds, Series 2020B (AMT) (Forward Delivery) Dated: Date of Delivery Due: December 15, as shown on inside cover The Albany County Airport Authority (the “Authority”) is issuing its Airport Revenue Bonds, Series 2019 (Non-AMT) (the “Series 2019 Bonds”), Airport Revenue Refunding Bonds, Series 2020A (Non-AMT) (Forward Delivery) (the “Series 2020A Bonds”) and Airport Revenue Refunding Bonds, Series 2020B (AMT) (Forward Delivery) (the “Series 2020B Bonds” and, collectively with the Series 2020A Bonds, the “Series 2020 Bonds”; the Series 2019 Bonds collectively with the Series 2020 Bonds, the “Series 2019/2020 Bonds”) under and pursuant to the Albany County Airport Authority Act, constituting Title 32 of Article 8 of the Public Authorities Law of the State of New York (the “Act”), a master resolution adopted by the Authority on January 6, 1997 (the “Master Resolution”), a Fifteenth Supplemental Resolution adopted by the Authority on November 4, 2019 (the “Fifteenth Supplemental Resolution”) and a Sixteenth Supplemental Resolution adopted by the Authority on November 4, 2019 (the “Sixteenth Supplemental Resolution”) (the Master Resolution, as amended and supplemented, the Fifteenth Supplemental Resolution and the Sixteenth Supplemental Resolution are collectively referred to herein as the “Resolution”). The Series 2019 Bonds are being issued to provide funds to finance (i) a portion of the cost of the Upstate Airport Development & Revitalization Project at the Albany International Airport (the “Airport”) and other projects in the Authority’s 2015-2019 Capital Plan, (ii) the required deposit into the account in the Bond Reserve Fund established with respect to the Series 2019 Bonds, and (iii) the costs of issuance of the Series 2019 Bonds. See “USE OF THE SERIES 2019/2020 BOND PROCEEDS AND PLAN OF FINANCE” herein. The Series 2020 Bonds are being issued to provide funds to finance the (i) refunding of part of the Authority’s Airport Revenue Refunding Bonds, Series 2010A (Tax-Exempt) (the “Series 2010A Bonds”), (ii) the required deposit into the Bond Reserve Fund established with respect to the Series 2020 Bonds, and (iii) the costs of issuance of the Series 2020 Bonds. See “USE OF THE SERIES 2019/2020 BOND PROCEEDS AND PLAN OF FINANCE” herein. Interest on the Series 2019/2020 Bonds will be payable on each June 15 and December 15, commencing June 15, 2020. The Series 2019/2020 Bonds will be issued in fully registered form and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as “Securities Depository,” as herein described, for the Series 2019/2020 Bonds. Individual purchases will be made in book-entry-only form, in the principal amount of $5,000, or any integral multiple thereof. Purchasers will not receive certificates representing their ownership interest in the Series 2019/2020 Bonds. Principal and interest will be paid by the Authority to DTC which will in turn remit such principal and interest to its Participants (as defined herein) for subsequent distribution to the Beneficial Owners (as defined herein) of the Series 2019/2020 Bonds. See “THE SERIES 2019/2020 BONDS - Book-Entry-Only System” herein. The Series 2019/2020 Bonds are subject to optional and mandatory redemption prior to maturity and purchase in lieu of redemption, as more fully described herein. The Series 2019/2020 Bonds will be payable from and secured by a lien on Net Revenues derived by the Authority from the operation of the Airport all as described herein. The Series 2019/2020 Bonds are not a debt of the State of New York, or any other political subdivision thereof including the County of Albany, and neither the State of New York nor any other political subdivision thereof including the County of Albany shall be liable thereon. The Series 2019/2020 Bonds shall not be payable from any other funds of the Authority. The Authority has no taxing power. The Series 2020 Bonds are not expected to be issued or delivered until on or around March 18, 2020 (the “2020 Settlement Date”). For a discussion of the forward delivery of the Series 2020 Bonds, certain conditions to the Underwriters’ obligation to purchase the Series 2020 Bonds and certain risks to purchasers of beneficial interests in the Series 2020 Bonds resulting from this forward delivery, see “THE SERIES 2019/2020 BONDS – Forward Delivery of the Series 2020 Bonds” herein. The Series 2019/2020 Bonds are offered when, as, and if issued and received by the Underwriters and are subject to the approval of legality by Hodgson Russ LLP, Albany, New York, Bond Counsel. Certain legal matters will be passed upon for the Authority by Peter F. Stuto, Esq., General Counsel to the Authority. Certain legal matters will be passed upon for the Underwriters by their counsel, Barclay Damon LLP, Albany, New York. Public Resources Advisory Group is acting as financial advisor to the Authority in connection with the issuance of the Series 2019/2020 Bonds. It is expected that the Series 2019 Bonds in definitive form will be available for delivery to DTC in Jersey City, New Jersey, on or about November 26, 2019. The Series 2020 Bonds will not be delivered until the 2020 Settlement Date, as more particularly described herein. See “THE SERIES 2019/2020 BONDS – Forward Delivery of the Series 2020 Bonds” herein. Morgan Stanley† Ramirez & Co., Inc. Roosevelt & Cross, Incorporated Dated: November 20, 2019 † Sole manager for the Series 2019 Bonds. MATURITY SCHEDULE $9,620,000 Airport Revenue Bonds, Series 2019 (Non-AMT) Maturity Principal Interest CUSIP December 15 Amount Rate Yield Number† 2020 $140,000 3.000% 1.210% 012123LX1 2021 165,000 4.000 1.260 012123LY9 2022 170,000 4.000 1.320 012123LZ6 2023 175,000 4.000 1.390 012123MA0 2024 185,000 4.000 1.490 012123MB8 2025 190,000 5.000 1.580 012123MC6 2026 200,000 5.000 1.680 012123MD4 2027 210,000 5.000 1.780 012123ME2 2028 220,000 5.000 1.870 012123MF9 2029 230,000 5.000 1.960 012123MG7 2030 245,000 5.000 2.040* 012123MH5 2031 255,000 5.000 2.100* 012123MJ1 2032 270,000 5.000 2.150* 012123MK8 2033 280,000 5.000 2.200* 012123ML6 2034 295,000 5.000 2.240* 012123MM4 2035 310,000 5.000 2.280* 012123MN2 2036 325,000 5.000 2.320* 012123MP7 2037 345,000 5.000 2.360* 012123MQ5 2038 360,000 5.000 2.390* 012123MR3 $2,510,000 – 4.00% Term Bond, Due December 15, 2044, Yield 2.800%* CUSIP No. 012123MS1† $2,540,000 – 3.00% Term Bond, Due December 15, 2049, Yield 3.100% CUSIP No. 012123MT9† $4,390,000 Airport Revenue Refunding Bonds, Series 2020A (Non-AMT) (Forward Delivery) Maturity Principal Interest CUSIP December 15 Amount Rate Yield Number† 2021 $345,000 5.000% 1.460% 012123MU6 2022 370,000 5.000 1.520 012123MV4 2023 385,000 5.000 1.590 012123MW2 2024 405,000 5.000 1.690 012123MX0 2025 420,000 5.000 1.780 012123MY8 2026 450,000 5.000 1.880 012123MZ5 2027 470,000 5.000 1.980 012123NA9 2028 495,000 5.000 2.070 012123NB7 2029 510,000 5.000 2.160 012123NC5 2030 540,000 5.000 2.250 012123ND3 † Copyright, American Bankers Association (“ABA”). CUSIP data herein are provided by CUSIP Global Services, operated on behalf of the ABA by S&P Global Market Intelligence, a division of S&P Global Inc. The CUSIP numbers listed above are being provided solely for the convenience of bondholders only at the time of issuance of the Series 2019/2020 Bonds and we do not make any representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2019/2020 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series 2019/2020 Bonds.