City of Elmira, Chemung County Chemung Elmira, Generalare Obligations of of City the N NOT
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PRELIMINARY OFFICIAL STATEMENT DATED JUNE 25, 2019 NEW ISSUES BONDS AND BOND ANTICIPATION NOTES BOND RATING: S&P Global Ratings: “ ” See “RATINGS” herein In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Bonds and Notes is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986. In the further opinion of Bond Counsel, interest on the Bonds and Notes is not a specific preference item for purposes of the federal individual alternative minimum tax. Bond Counsel is also of the opinion that interest on the Bonds and Notes is exempt from personal income taxes imposed by the State of New York or any political subdivision thereof (including The City of New York), Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Bonds and Notes. See “TAX MATTERS” herein. The Bonds and Notes will NOT be designated “qualified tax-exempt obligations” pursuant to Section 265(b) (3) of the Code. $8,516,664* CITY OF ELMIRA CHEMUNG COUNTY, NEW YORK GENERAL OBLIGATIONS $5,000,000* Public Improvement Bonds, 2019 (the “Bonds”) solicitationanbuy offerto of nor shall therebe anyof thesesale securities any in itiesnot be may nor sold, may offersaccepted,be buy to prior totime the the Official Dated: July 11, 2019 Due: July 1, 2020-2025, 2033 MATURITIES* Year Amount Rate Yield CUSIP 2020 $ 260,000 2021 270,000 2022 280,000 2023 295,000 2024 310,000 2025 325,000 $3,260,000* Term Bond Due July 1, 2033 To Yield ____%, CUSIP _______ AND $3,516,664* Bond Anticipation Notes, 2019 (the “Notes”) Dated: July 11, 2019 Due: July 10, 2020 (collectively referred to herein as the “Bonds and Notes”) The Bonds and Notes are general obligations of the City of Elmira, Chemung County, New York (the “City”) all the taxable real property within which is subject to the levy of ad valorem taxes to pay the Bonds and Notes and interest thereon, subject to applicable statutory limits imposed by Chapter 97 of the Laws of 2011 of the State of New York, as amended. See “TAX LEVY LIMITATION LAW” and “NATURE OF OBLIGATION” herein. The Notes will not be subject to redemption prior to maturity. The Bonds are subject to optional redemption prior to maturity as described herein under the heading “THE BONDS – Optional Redemption of the Bonds”. ion or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. such any of laws securities the under qualification or registration to prior unlawful be would sale or ion Each purchaser, by placing an order for the Bonds and Notes, will be deemed to have made to Oppenheimer & Co., Inc. and the City a representation that it is a Qualified Institutional Buyer (“QIB”) as defined in Rule 144A of the Securities Act of 1933, as amended, and has such knowledge and experience in financial and business matter to be capable of evaluating the merits and risks of an investment in the Bonds and Notes. * Preliminary, subject to change. delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the or sell to offer an constitute Statement Official Preliminary this shall circumstances no Under form. final in delivered This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These secur These amendment. or completion to subject are herein contained information the and Statement Official Preliminary This Statement is jurisdiction in whichsuch offer, solicitat The Bonds will be issued as registered bonds 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 for the Bonds. Individual purchases will be made in book-entry form only, in the principal amount of $100,000 and multiples thereafter. Purchasers will not receive certificates representing their ownership interest in the Bonds. Interest on the Bonds will be payable semi-annually on July 1 and December 1 in each year until maturity, commencing July 1, 2020. Principal and interest will be paid by the City to DTC, which will in turn remit such principal and interest to its Participants, for subsequent distribution to the beneficial owners of the Bonds, as described herein under the heading “BOOK-ENTRY-ONLY SYSTEM”. The Notes will be issued in registered book-entry form registered to Cede & Co., as the partnership nominee for DTC. DTC will act as the securities depository for the Notes and Noteholders will not receive certificates representing their ownership interest in the Notes. Individual purchases of such registered Notes may be made in minimum denominations of $100,000 and multiples thereafter, except for a necessary odd denomination. Principal of and interest on said Notes will be paid in Federal Funds by the City to Cede & Co., as nominee for DTC, which will in turn remit such principal and interest to its participants for subsequent distribution to the beneficial owners of the Notes as described herein. Transfer of principal and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The City will not be responsible or liable for payments by DTC to its participants or by DTC participants to beneficial owners or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. (See “BOOK-ENTRY-ONLY SYSTEM” herein). The Bonds and Notes are offered subject to the receipt of the approving legal opinion as to the validity of the Bonds and Notes of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, of New York, New York. Certain legal matters will be passed for the Underwriter by Squire Patton Boggs (US) LLP, counsel to the Underwriter. It is anticipated that the Bonds and Notes will be available for delivery through the facilities of DTC located in Jersey City, New Jersey on or about July 11, 2019. OPPENHEIMER & CO. July __, 2019 THE CITY DEEMS THIS OFFICIAL STATEMENT TO BE FINAL FOR PURPOSES OF SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12 (“THE RULE”). THE CITY WILL COVENANT IN AN UNDERTAKING TO PROVIDE NOTICE OF CERTAIN MATERIAL EVENTS RELATED TO THE NOTES AS DEFINED IN THE RULE. SEE “APPENDIX-C, MATERIAL EVENT NOTICES WITH RESPECT TO THE NOTES” HEREIN. FOR A DESCRIPTION OF THE CITY’S AGREEMENT TO PROVIDE CONTINUING DISCLOSURE FOR THE BONDS AS DESCRIBED IN THE RULE, SEE “APPENDIX-D, CONTINUING DISCLOSURE UNDERTAKING WITH RESPECT TO THE BONDS” HEREIN. CITY OF ELMIRA CHEMUNG COUNTY, NEW YORK OFFICIALS AND ADVISORS DANIEL J. MANDELL, JR. Mayor THE COUNCIL BRENT A. STERMER TIMOTHY M. BLANDFORD JOSEPH H. DUFFY NANETTE M. MOSS JOHN R. MASSEY THOMAS KREBS CITY OFFICIALS P. MICHAEL COLLINS CHARMAIN CATTAN City Manager City Chamberlain ANGELA J. WILLIAMS JOHN J. RYAN, JR., ESQ. City Clerk Counsel FISCAL ADVISORS & MARKETING, INC. City Municipal Advisor ORRICK, HERRINGTON & SUTCLIFFE LLP Bond Counsel No person has been authorized by the City 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 Bonds and Notes 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 City. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement pursuant to its responsibilities to investors under federal securities laws, but the Underwriter does not guarantee the accuracy or completeness of such information. TABLE OF CONTENTS Page Page THE BONDS .......................................................................................................... 1 TAX LEVY LIMITATION LAW........................................................................ 34 Description of the Bonds .................................................................................... 1 STATUS OF INDEBTEDNESS ........................................................................... 35 Purpose of Issue - Bonds .................................................................................... 1 Constitutional Requirements .............................................................................. 35 Optional Redemption of the Bonds ..................................................................... 3 Statutory Procedure ........................................................................................... 35 Mandatory Sinking Fund Redemption of the Bonds ........................................... 3 Debt Outstanding End of Fiscal Year ................................................................. 36 THE