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George K. Baum & Company

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George K. Baum & Company OFFICIAL STATEMENT (See “Continuing Disclosure Dated: July 19, 2016 of Information” herein) Ratings: Fitch: “AA+” S&P: “AA+” NEW ISSUE - Book-Entry-Only (See “Other Information - Ratings” herein) In the opinion of Bond Counsel, interest on the Bonds is excludable from gross income for federal income tax purposes under existing law, subject to the matters described under “TAX MATTERS” including the alternative minimum tax consequences for corporations. $68,670,000 CITY OF EL PASO, TEXAS (El Paso County) WATER AND SEWER REVENUE IMPROVEMENT AND REFUNDING BONDS, SERIES 2016 Dated Date: July 15, 2016 Due: March 1, as shown on page 2 Interest to Accrue From Delivery PAYMENT TERMS . Interest on the $68,670,000 City of El Paso, Texas (the “City”) Water and Sewer Revenue Improvement and Refunding Bonds, Series 2016 (the “Bonds”) will accrue from the date of the initial delivery of the Bonds, will be payable March 1 and September 1 of each year, commencing March 1, 2017, until maturity or prior redemption, and will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The definitive Bonds will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”), pursuant to the Book-Entry-Only System described herein. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or integral multiples thereof within a maturity. No physical delivery of the Bonds will be made to the owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. See “The Bonds - Book-Entry-Only System” herein. The initial Paying Agent/Registrar is Wells Fargo Bank, National Association, Minneapolis, Minnesota (see “The Bonds - Paying Agent/Registrar”). AUTHORITY FOR ISSUANCE . The Bonds are issued pursuant to the Constitution and general laws of the State of Texas, particularly Texas Government Code, Chapter 1207, as amended (“Chapter 1207”), Texas Government Code, Chapter 1371, as amended (“Chapter 1371”), and Texas Government Code, Chapter 1502, as amended (“Chapter 1502”), the City’s Home Rule Charter, and an ordinance authorizing the issuance of the Bonds (the “Bond Ordinance”) adopted on June 28, 2016. In the Bond Ordinance, the City Council delegated to certain officers of the El Paso Water Utilities (the “El Paso Water Utilities”), pursuant to Chapters 1207 and 1371, authority to complete the sale of the Bonds. The terms of the sale are included in a “Pricing Certificate”, dated July 19, 2016, which completed the sale of the Bonds (the Bond Ordinance and the Pricing Certificate are jointly referred to as the “Ordinance”). The Bonds are special obligations of the City payable, both as to principal and interest, solely from and, together with the outstanding Previously Issued Senior Lien Bonds and any Additional Bonds (as defined herein), secured by a first lien on and pledge of the Net Revenues of the City’s Waterworks and Sewer System (the “System”). The City has not covenanted nor obligated itself to pay the Bonds from monies raised or to be raised from taxation (see “The Bonds – Authority for Issuance”). PURPOSE . Proceeds from the sale of the Bonds will be used to (i) refund a portion of the City’s presently outstanding water and sewer revenue bonds in order to lower the overall debt service requirements payable from the Net Revenues of the System (the “Refunded Bonds”) (see Schedule I – Schedule of Refunded Bonds); (ii) refund a portion of the City’s presently outstanding water and sewer system commercial paper notes (the “Refunded Commercial Paper Notes” and, together with the Refunded Bonds, the “Refunded Obligations”); (iii) pay costs of constructing, acquiring, purchasing, renovating, enlarging, equipping, and improving system properties and facilities; and (iv) pay costs of issuance of the Bonds. The Refunded Commercial Paper Notes were issued to provide interim financing for the construction of System projects. Such projects are near completion and consequently, the Refunded Commercial Paper Notes are being refunded and replaced with long-term fixed rate bonds in order to restore capacity to the commercial paper program for the issuance of additional commercial paper notes in the future (see “Plan of Financing – Purpose”). CUSIP PREFIX: 283822 MATURITY SCHEDULE & 9 DIGIT CUSIP See Schedule on Page 2 LEGALITY . The Bonds are offered for delivery when, as and if issued and received by the underwriters listed below (the “Underwriters”) and subject to the approving opinion of the Attorney General of Texas and the opinion of Norton Rose Fulbright US LLP, Bond Counsel, Dallas, Texas. The opinion of Bond Counsel will be printed on or attached to the Bonds (see Appendix C, “Form of Bond Counsel's Opinion”). Certain legal matters will be passed upon for the Underwriters by Andrews Kurth LLP, Houston, Texas, Counsel for the Underwriters. DELIVERY . It is expected that the Bonds will be available for delivery through DTC on or about August 17, 2016. HUTCHINSON, SHOCKEY, ERLEY & CO. CITIGROUP GEORGE K. BAUM & COMPANY MATURITY SCHEDULE CUSIP Prefix: 283822 (1) Principal March 1 Interest Initial CUSIP Principal March 1 Interest Initial CUSIP Amount Maturity Rate Yield Suffix(1) Amount Maturity Rate Yield Suffix(1) $1,425,000 2018 4.000% 0.680% MJ0 $ 4,675,000 2027 5.000% 1.880% (2) MT8 3,300,000 2019 4.000% 0.800% MK7 4,900,000 2028 4.000% 2.160% (2) MU5 3,445,000 2020 4.000% 0.920% ML5 5,085,000 2029 4.000% 2.260% (2) MV3 1,605,000 2021 2.000% 1.060% NC4 2,345,000 2030 4.000% 2.350% (2) MW1 1,990,000 2021 4.000% 1.060% MM3 2,440,000 2031 4.000% 2.430% (2) MX9 3,700,000 2022 4.000% 1.240% MN1 2,540,000 2032 4.000% 2.490% (2) MY7 3,860,000 2023 5.000% 1.420% MP6 2,640,000 2033 5.000% 2.270% (2) MZ4 4,055,000 2024 5.000% 1.540% MQ4 2,770,000 2034 5.000% 2.320% (2) NA8 4,255,000 2025 5.000% 1.670% MR2 2,910,000 2035 5.000% 2.360% (2) NB6 4,465,000 2026 5.000% 1.770% MS0 $6,265,000 5.000% Term Bond Due March 1, 2037, Priced to Yield 2.410%(2) - CUSIP(1) Suffix: ND2 (Interest accrues from date of delivery) (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor’s Financial Services LLC 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. The City, the Financial Advisor and the Underwriters take no responsibility for the accuracy of such numbers. (2) Yield calculated based on the assumption that the Bonds denoted and sold at a premium will be redeemed on March 1, 2026, the first optional call date for such Bonds, at a price of par plus accrued interest to such date of redemption. REDEMPTION. The City reserves the right, at its option, to redeem Bonds having stated maturities on and after March 1, 2027, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on March 1, 2026, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption (see “The Bonds - Optional Redemption”). The Term Bond maturing on March 1, 2037 is subject to mandatory sinking fund redemption as described herein (see “The Bonds – Mandatory Sinking Fund Redemption”). 2 This Official Statement, which includes the cover page, the Schedule, and the Appendices hereto, does not constitute an offer to sell or the solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale. No dealer, broker, salesperson or other person has been authorized to give information or to make any representation other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by the City or the Underwriters. The information set forth herein has been obtained from the City and other sources believed by the City to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as the promise or guarantee of the Financial Advisor or the Underwriters. This Official Statement contains, in part, estimates and matters of opinion which are not intended as statements of fact, and no representation is made as to the correctness of such estimates and opinions, or that they will be realized. See “Continuing Disclosure of Information” for a description of the City’s undertaking to provide certain information on a continuing basis. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. The information and expressions of opinion contained 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 City or other matters described herein since the date hereof.
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