Greater Orlando Aviation Authority Morgan Stanley
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NEW ISSUE – BOOK-ENTRY ONLY RATINGS: See “RATINGS” herein In the opinion of Co-Bond Counsel, under existing statutes, regulations, rulings and court decisions, and subject to the conditions described herein under “TAX MATTERS,” interest on the Series 2010 Bonds (as hereinafter defined) is excluded from gross income of the holders of such Series 2010 Bonds for federal income tax purposes, except that such exclusion shall not apply during any period such Series 2010 Bonds are held by a “substantial user” of the facilities financed or refinanced with proceeds of the Series 2010 Bonds or a “related person” within the meaning of Section 147(a) of the Internal Revenue Code of 1986, as amended. Interest on the Series 2010A Bonds will not be an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. However, interest on the Series 2010B Bonds is an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. Such interest may be subject to other federal income tax consequences referred to herein under “TAX MATTERS.” GREATER ORLANDO AVIATION AUTHORITY $79,705,000 $84,105,000 Airport Facilities Revenue Bonds, Airport Facilities Refunding Revenue Bonds, Series 2010A (Non-AMT) Series 2010B (AMT) of the City of Orlando, Florida of the City of Orlando, Florida Dated: Date of Delivery Due: October 1, as shown on inside cover The $79,705,000 Greater Orlando Aviation Authority Airport Facilities Revenue Bonds, Series 2010A (Non-AMT) of the City of Orlando, Florida (the “Series 2010A Bonds”) and the $84,105,000 Greater Orlando Aviation Authority Airport Facilities Refunding Revenue Bonds, Series 2010B (AMT) of the City of Orlando, Florida (the “Series 2010B Bonds” together with the Series 2010A Bonds, the “Series 2010 Bonds”) are revenue bonds issued by the Greater Orlando Aviation Authority (the “Authority”), an agency of the City of Orlando, Florida (the “City”), under and pursuant to the Constitution and laws of Florida, including particularly, the Act (as defined herein), and other applicable provisions of law, and pursuant to the Airport Facilities Revenue Bond Resolution, the codified version of which was adopted by the Authority on September 17, 2008, as amended and supplemented from time to time (the “Airport Facilities Revenue Bond Resolution”), and as specifically supplemented by that certain Supplemental Airport Facilities Revenue Bond Resolution, authorizing the issuance of the Series 2010A Bonds, adopted by the Authority on March 17, 2010, and that certain Supplemental Airport Facilities Revenue Bond Resolution, authorizing the issuance of the Series 2010B Bonds, adopted by the Authority on March 17, 2010 (collectively the “2010 Supplemental Resolution,” and together with the Airport Facilities Revenue Bond Resolution, the “Bond Resolution”). See “SUMMARY OF CERTAIN PROVISIONS OF THE AIRPORT FACILITIES BOND RESOLUTION” attached hereto as APPENDIX B. The Series 2010A Bonds are being issued for the purpose of providing funds sufficient, together with other available funds of the Authority, to: (a) finance all or a portion of the costs of the 2010 Projects (as described herein), which include certain PFC Projects, (b) pay capitalized interest on the Series 2010A Bonds, and (c) pay certain costs of issuance of the Series 2010A Bonds. See “THE 2010 PROJECTS” and “ESTIMATED SOURCES AND USES OF FUNDS” herein. The Series 2010B Bonds are being issued for the purpose of providing funds sufficient, together with other available funds of the Authority, to: (a) currently refund and redeem all or a portion of the Greater Orlando Aviation Authority’s Airport Facilities Revenue Bonds, Series 1999A of the City of Orlando, Florida, (the “Refunded Bonds”), and (b) pay certain costs of issuance of the Series 2010B Bonds. See “THE REFUNDING PROGRAM” and “ESTIMATED SOURCES AND USES OF FUNDS” herein. The Authority has received approval from the Federal Aviation Administration to collect and use certain passenger facility charges to fund Debt Service with respect to that portion of the Series 2010A Bonds allocated by the Authority to finance a portion of the 2010 Projects. See “AIRLINE REVENUES AND OTHER REVENUE SOURCES – Passenger Facility Charges” herein. The Series 2010 Bonds are being issued as fully registered bonds and will initially be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Individual purchases of beneficial interests in the Series 2010 Bonds will be made in book-entry only form, in the principal amount of $5,000 and any integral multiple of $5,000. Interest on the Series 2010 Bonds will accrue from their dated date and will be payable on April 1 and October 1 of each year commencing on October 1, 2010. Purchasers of beneficial interests in the Series 2010 Bonds will not receive physical delivery of certificates. Transfers of beneficial interests in the Series 2010 Bonds will be effected through the DTC book-entry system as described herein. The Series 2010 Bonds will not be transferable or exchangeable, except for transfer to another nominee of DTC or otherwise as described herein. Principal, interest, and the redemption price, if any, with respect to the Series 2010 Bonds will be payable by The Bank of New York Mellon Trust Company, N.A, as paying agent in Jacksonville, Florida for the Series 2010 Bonds to Cede & Co., as nominee of DTC. See “BOOK-ENTRY ONLY SYSTEM” herein. The Series 2010 Bonds are subject to redemption prior to maturity as more fully described herein. See “DESCRIPTION OF SERIES 2010 BONDS” herein. The Series 2010 Bonds are limited obligations, payable solely from and secured by a pledge of certain Revenues (as defined herein) derived by the Authority from the operation of the Airport System (as defined herein) and other funds as described herein. The pledge and lien of the Series 2010 Bonds upon the Revenues is on a parity as to payment with the Outstanding Airport Facilities Revenue Bonds and any Additional Bonds (as each is defined herein) hereafter issued under the Bond Resolution. See “SECURITY FOR THE SERIES 2010 BONDS” herein. The Authority has entered into Lease and Use Agreements (as defined herein) with certain airlines serving the Orlando International Airport that provide for the payment of fees and charges by such airlines as more fully described herein. See “AIRLINE REVENUES AND OTHER REVENUE SOURCES” herein. THE SERIES 2010 BONDS ARE NOT OBLIGATIONS OF THE STATE OF FLORIDA OR GENERAL OBLIGATIONS OF THE AUTHORITY, THE CITY OR ANY POLITICAL SUBDIVISION OF THE STATE OF FLORIDA. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF THE SERIES 2010 BONDS, OR THE INTEREST OR PREMIUM, IF ANY, THEREON. THE AUTHORITY HAS NO TAXING POWER. THE PRINCIPAL OF AND INTEREST ON THE SERIES 2010 BONDS SHALL NOT BE PAYABLE FROM OR BE A CHARGE OR LIEN ON ANY FUNDS OF THE CITY OR THE AUTHORITY OTHER THAN THOSE PLEDGED UNDER THE BOND RESOLUTION TO THE PAYMENT THEREOF. This cover page contains certain information for quick reference only. It is not a summary of the Series 2010 Bonds. Investors should read this entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2010 Bonds are offered when, as and if issued, and subject to the approval of legality by Nabors, Giblin & Nickerson, P.A., Tampa, Florida and Ruye H. Hawkins, P.A., Orlando, Florida as Co-Bond Counsel. Certain legal matters will be passed on for the Authority by Broad and Cassel, Issuer’s Counsel to the Authority. Marchena and Graham, P.A., Orlando, Florida, has served as Disclosure Counsel. Certain legal matters in connection with the Series 2010 Bonds will be passed upon for the Underwriters by Greenberg Traurig, P.A., Orlando, Florida, counsel to the Underwriters. Morgan Keegan & Company, Inc., Winter Park, Florida and National Minority Consultants, Inc., Winter Park, Florida are Co-Financial Advisors to the Authority. It is expected that the Series 2010 Bonds in definitive form will be available for delivery through DTC on or about April 15, 2010. M oRGAN Stanley BofA Merrill Lynch J.P. Morgan Raymond James Citi Estrada Hinojosa & Company, Inc. FirstSouthwest Gardnyr Michael Capital Jefferies & Company Loop Capital Markets, LLC M. R. Beal & Company RBC Capital Markets SunTrust Robinson Humphrey Dated: April 1, 2010 GREATER ORLANDO AVIATION AUTHORITY $79,705,000 Airport Facilities Revenue Bonds, Series 2010A (Non-AMT) of the City of Orlando, Florida Maturities, Principal Amounts, Interest Rates, Yields, Prices and Initial CUSIP Numbers $26,885,000 Serial Bonds Initial Maturity Principal Interest CUSIP (October 1) Amount Rate Yield Price Numbers** 2014 $1,095,000 4.000% 2.180% 107.696 392274YL4 2015 1,140,000 4.000 2.530 107.453 392274YM2 2016 2,020,000 4.000 3.050 105.531 392274YN0 2017 2,100,000 5.000 3.370 110.672 392274YP5 2018 2,205,000 3.600 3.620 99.854 392274YQ3 2019 2,285,000 4.000 3.840 101.257 392274YR1 2020 2,375,000 5.000 3.960 108.835 392274YS9 2021 2,495,000 5.000 4.060 107.945* 392274YT7 2022 2,615,000 4.125 4.260 98.703 392274YU4 2023 2,725,000 4.250 4.340 99.088 392274YV2 2024 2,845,000 5.000 4.420 104.814* 392274YW0 2025 2,985,000 5.000 4.500 104.133* 392274YX8 $25,515,000 - 5.000% Term Bond Due October 1, 2032, Yield 4.870%, Price 101.053*, Initial CUSIP 392274YZ3 $27,305,000 - 5.000% Term