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GO Bond Series 2014 OS NEW ISSUE Bonds Ratings: S&P AA+ Fitch AA+ Book-Entry Only (See "Ratings" herein) CITY OF NORFOLK, VIRGINIA $65,155,000 General Obligation Refunding Bonds, Series 2014 Dated: Date of Delivery Due: August 1, as shown on the inside front cover The City of Norfolk, Virginia (the "City"), prepared this Official Statement to provide information on the above- referenced Series 2014 Bonds (the "Bonds"). This cover page presents a summary of selected information for your convenience and does not provide a complete description of the Bonds. To make an informed decision regarding the Bonds, this Official Statement should be read in its entirety. Tax Matters In the opinion of Bond Counsel, under current law and assuming the compliance with certain covenants by and the accuracy of certain representations and certifications of the City and other persons and entities described in the section herein "TAX MATTERS" interest on the Bonds (i) is excludable from the gross income of the owners thereof for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended, and (ii) is not a specific item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. However, interest on the Bonds must be included in the adjusted current earnings of certain corporations for purposes of computing the federal alternative minimum tax imposed on such corporations and may be subject to other federal income tax consequences as described in "TAX MATTERS." Bond Counsel is further of the opinion that interest on the Bonds is excludable from gross income for purposes of income taxation by the Commonwealth of Virginia. Bond Counsel expresses no opinion regarding any other tax consequence related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. See the section herein "TAX MATTERS" regarding other tax considerations. Security The Bonds are general obligations of the City. See the section herein "SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS." Redemption See inside front pages and see the section "DESCRIPTION OF THE BONDS-Redemption Provisions," for a description of the redemption provisions with respect to the Bonds. Authorization Ordinance No. 45,247 adopted by the City Council of the City on September 10, 2013. Purpose The proceeds of the Bonds, together with other available funds, if any, will be used (i) to refund, in advance of their first optional redemption dates, certain outstanding general obligation bonds of the City and (ii) to pay the underwriters' discount and costs of issuance of the Bonds. See the section herein "APPLICATION OF PROCEEDS OF THE BONDS." Interest Payment Dates Interest on the Bonds will be payable semi-annually on February 1 and August 1, commencing August 1, 2014. Registration Book-Entry Only; The Depository Trust Company. See Appendix D "BOOK-ENTRY ONLY SYSTEM." Closing/Delivery Date On or about April 2, 2014. Bond Counsel McGuireWoods LLP, Richmond, Virginia. Underwriters' Counsel Kaufman & Canoles, a Professional Corporation, Norfolk, Virginia. Financial Advisor Public Financial Management, Inc., Arlington, Virginia. Registrar/Paying Agent Director of Finance of the City. Issuer Contact Director of Finance of the City. (757) 664-4346. BofA Merrill Lynch Raymond James RBC Capital Markets Dated: March 18, 2014 CITY OF NORFOLK, VIRGINIA $65,155,000 General Obligation Refunding Bonds, Series 2014 (Base CUSIP Number 655867) MATURITIES, AMOUNTS, INTEREST RATES, PRICES AND YIELDS Year Of Maturity Principal Interest CUSIP (August 1) Amount Rate Price Yield Suffix 2017 $5,850,000 5.000% 114.486% 0.600% SJ9 2021 2,000,000 2.000 100.134 1.980 SS9 2021 6,005,000 5.000 120.509 1.980 SK6 2022 8,130,000 5.000 120.443 2.290 SL4 2023 2,000,000 3.000 104.390 2.470 ST7 2023 6,280,000 5.000 120.965 2.470 SM2 2024 8,445,000 5.000 121.313 2.630 SN0 2025 8,640,000 5.000 119.812 2.780 SP5 2026 8,845,000 5.000 118.528 2.910 SQ3 2027 8,960,000 3.000 98.053 3.180 SR1 OPTIONAL REDEMPTION The Bonds maturing on or before August 1, 2024, are not subject to optional redemption prior to maturity. The Bonds maturing on or after August 1, 2025, are subject to redemption prior to their respective maturities on or after August 1, 2024, at the option of the City, in whole or in part (in increments of $5,000) at any time, at a redemption price equal to 100% of the principal amount of such Bonds to be redeemed plus the unpaid interest accrued thereon to the date fixed for redemption. Priced to first optional redemption date of August 1, 2024. A registered trademark of the American Bankers Association ("ABA"), used by Standard & Poor's ("S&P") in its operation of the CUSIP Service Bureau for the ABA. The above CUSIP (Committee on Uniform Securities Identification Procedures) numbers have been assigned by an organization not affiliated with the City, and the City is not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers are included solely for the convenience of bondholders and no representation is made as to the correctness of such CUSIP numbers. CUSIP numbers assigned to securities may be changed during the term of such securities based on a number of factors including, but not limited to, the refunding or defeasance of such securities or the use of secondary market financial products. The City has not agreed to, and there is no duty or obligation to, update this Official Statement to reflect any change or correction in the CUSIP numbers set forth above. (ii) CITY OF NORFOLK, VIRGINIA CITY COUNCIL Paul D. Fraim, Mayor Angelia M. Williams, Vice Mayor Alveta V. Green Thomas R. Smigiel Andrew A. Protogyrou Dr. Theresa W. Whibley Paul R. Riddick Barclay C. Winn ____________________ CITY OFFICIALS Marcus D. Jones, City Manager Alice M. Kelly, CPA, Director of Finance Bernard A. Pishko, City Attorney ____________________ BOND COUNSEL FINANCIAL ADVISOR McGuireWoods LLP Public Financial Management, Inc. Richmond, Virginia Arlington, Virginia (iii) ____________________ The Bonds are exempt from registration under the Securities Act of 1933, as amended. The Bonds are also exempt from registration under the securities laws of the Commonwealth of Virginia. No dealer, broker, salesman or other person has been authorized by the City to give any information or to make any representations 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. 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 any person in any jurisdiction in which it is unlawful for such person to make an offer, solicitation or sale. This Official Statement is not to be construed as a contract or agreement between the City and the purchasers or owners of any of the Bonds. The information and expressions of opinion in this Official Statement are subject to change without notice, and neither the delivery of this Official Statement nor any sale made under it will, under any circumstances, create any implication that there has been no change in the affairs of the City since the respective dates as of which information is given herein. ____________________ Merrill Lynch, Pierce, Fenner & Smith Incorporated, Raymond James & Associates, Inc. and RBC Capital Markets, LLC (collectively, the "Underwriters") may engage in transactions that stabilize, maintain or otherwise affect the price of the Bonds, including transactions to (i) overallot in arranging the sales of the Bonds and (ii) make purchases in sales of the Bonds, for long or short accounts, on a when- issued basis or otherwise, at such prices, in such amounts and in such manner as the Underwriters may determine. Such stabilization, if commenced, may be discontinued at any time. 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 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. All quotations from, and summaries and explanations of, provisions of law and documents herein do not purport to be complete and reference is made to such laws and documents for full and complete statements of their provisions. Any statements made in this Official Statement involving estimates or matters of opinion, whether or not expressly so stated, are intended merely as estimates or opinions and not as representations of fact. This Official Statement contains statements which, to the extent they are not recitations of historical fact, constitute "forward-looking statements." In this respect, the words, "estimate," "project," "anticipate," "expect," "intend," "believe" and similar expressions are intended to identify forward- looking statements. A number of important factors affecting the City's financial results could cause actual results to differ materially from those stated in the forward-looking statements. (iv) TABLE OF CONTENTS PART I THE BONDS ................................... 1 Water Revenue Bonds ..................................... 19 Parking System Revenue Bonds ...................... 20 DESCRIPTION OF THE BONDS ............... 2 Debt History ...................................................
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