Jacksonville Port Authority
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PRELIMINARY OFFICIAL STATEMENT DATED JULY 16, 2018 ® NEW ISSUE BOOK-ENTRY ONLY RATINGS: Moody’s: “A2” (Stable Outlook) Fitch: “A” (Stable Outlook) In the opinion of Foley & Lardner 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 Series 2018B Bonds is excluded from gross income for federal income taxes purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”) and is not an item of tax preference for purposes of the federal alternative minimum tax applicable to all tax payers; provided, however, that interest on the Series 2018B Bonds is included in “adjusted current earnings” for purposes of calculating the alternative minimum tax imposed on corporations. See “TAX MATTERS” herein. $42,345,000* JACKSONVILLE PORT AUTHORITY Revenue Bonds, Series 2018B (Non-AMT) Dated: Date of Delivery Due: November 1 as shown on the inside front cover The Jacksonville Port Authority Revenue Bonds, Series 2018B (Non-AMT) (the “Series 2018B Bonds”) are issuable in fully registered form without coupons initially in denominations of $5,000 and integral multiples thereof. Interest on the Series 2018B Bonds will be payable each May 1 and November 1, commencing November 1, 2018. The Series 2018B Bonds will bear interest from their date of original delivery at the rates per annum, and mature on the dates and in the principal amounts, as set forth on the inside cover page of this Official Statement. The principal of the Series 2018B Bonds is payable upon presentation and surrender of the Series 2018B Bonds when due at the office of the Paying Agent. Upon initial issuance, the Series 2018B Bonds will be registered in the name of and held by Cede & Co., as nominee for The Depository Trust Company (“DTC”), an automated depository for securities and a clearinghouse for securities transactions. As long as DTC, or its nominee, is the registered owner of the Series 2018B Bonds, payment of the principal of, premium, if any, and interest on the Series 2018B Bonds will be provided directly to DTC or its nominee, which is to remit such payments to the DTC Participants (as defined herein), which in turn are to remit such payments to Beneficial Owners (as defined herein) of the Series 2018B Bonds. See “DESCRIPTION OF THE SERIES 2018B Bonds--Book-Entry Only System” herein. The Series 2018B Bonds, together with other available funds, will be used to (i) pay a part of the costs of the Series 2018B Project (as defined herein); (ii) repay the Authority’s outstanding Line of Credit Revenue Note, No. 11 (Non-AMT), for amounts drawn upon to pay costs of the Series 2018B Project; (iii) fund the composite reserve subaccount of the Reserve Account to the extent required by the Bond Resolution to make the amount then on deposit meet the Reserve Requirement; and (iv) pay the costs of issuing the Series 2018B Bonds. The principal of, interest and premium, if any, on the Series 2018B Bonds shall be payable from (i) Net Revenues of the Marine Facilities, (ii) Interlocal Agreement Revenues, (iii) Swap Receipts, (iv) amounts on deposit in certain funds and accounts and investment income on the moneys in those funds and accounts and (v) proceeds of insurance and condemnation awards on the Marine Facilities, all as more particularly described herein. The Series 2018B Bonds are payable from the Pledged Funds on a parity, equally and ratably, with the Jacksonville Port Authority’s outstanding Revenue Note, Series 2009; Taxable Revenue Note, Series 2009; Revenue Note, Series 2010; Revenue and Refunding Bonds, Series 2012; Revenue Refunding Note, Series 2017; Revenue Bonds, Series 2018A; and any Additional Parity Bonds which may be issued in the future, and all Swap Obligations and Reimbursement Obligations incurred by the Jacksonville Port Authority (the “Authority”). The Series 2018B Bonds will be subject to optional and mandatory redemption prior to maturity as described herein. See “DESCRIPTION OF THE SERIES 2018B Bonds - Redemption of Series 2018B Bonds.” AMOUNTS, MATURITIES, INTEREST RATES, YIELDS, PRICES AND INITIAL CUSIPS ARE SET FORTH ON THE INSIDE COVER PAGE The Series 2018B Bonds are special and limited obligations of the Authority, and shall not be or constitute general obligations or indebtedness of the Authority, the City of Jacksonville, Florida (the “City”), Duval County, Florida (the “County”) or the State of Florida (the “State”) within the meaning of the Florida Constitution. Neither the faith and credit nor any taxing power of the Authority, the City, the County or the State or any political subdivision thereof, is pledged to the payment of the principal of, premium, if any, or the interest on the Series 2018B Bonds and the owners thereof shall not have any right to compel any exercise of the taxing power of the City, the County or the State or any political subdivision thereof, to enforce such payment. The Series 2018B Bonds are not, and will not be, secured by any lien upon the property of the Authority, the City, the County or the State or any political subdivision thereof, except the sources specified in the Bond Resolution. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO MAKING AN INFORMED INVESTMENT DECISION. The Series 2018B Bonds are offered, subject to prior sale, when, as, and if issued and received by the Underwriters, and subject to the approving legal opinion of Foley & Lardner LLP, Jacksonville, Florida, as Bond Counsel. Certain legal matters will be passed upon for the Authority by the Office of General Counsel to the City of Jacksonville and the Authority, and for the Underwriters by Greenberg Traurig, P.A., Miami, Florida. PFM Financial Advisors LLC, Orlando, Florida, is acting as municipal advisor to the Authority. Foley & Lardner LLP is acting as disclosure counsel to the Authority. It is expected that the Series 2018B Bonds in definitive form will be available for delivery in New York, New York on or about August ___, 2018. BofA Merrill Lynch J.P. Morgan Dated: ___________, 2018 This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, buy, to Under no circumstances shall this Preliminary to sell or the solicitation of an offer This Preliminary Official Statement constitute an offer contained herein are subject to completion or amendment. Official Statement and the information any such jurisdiction. priorlaws of qualification or filing under the securities to registration, be unlawful solicitation or sale would sale of these securities jurisdictionnor shall there be any in any in which such offer, * Preliminary; subject to change. $42,345,000* JACKSONVILLE PORT AUTHORITY Revenue Bonds, Series 2018B (Non-AMT) AMOUNTS, MATURITIES, INTEREST RATES, YIELDS, PRICES AND INITIAL CUSIPS Maturity Interest (November 1) Amount Rate Yield Price CUSIP+ $__________ ____% Term Bond due November 1, 20__; Yield _____% Price _____ CUSIP+: _____ * Preliminary; subject to change. + Copyright American Bankers Association. CUSIP dates herein are provided by Standard & Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The CUSIP numbers listed above are being provided solely for the convenience of Bondholders only at the time of issuance of the Series 2018B Bonds and the Authority does not make any representation with respect to such numbers or undertake any responsibility for their accuracy now or any time in the future. JACKSONVILLE PORT AUTHORITY Jacksonville, Florida Members of the Governing Body Ed Fleming, Chairman John J. Falconetti, Vice Chairman Jamie Shelton, Secretary John Baker, Treasurer Dr. John Allen Newman J. Palmer Clarkston Wendy Hamilton Chief Executive Officer Eric Green Chief Operating Officer Frederick Wong Interim Chief Financial Officer Beth McCague Chief of Administration and Corporate Performance Linda Williams Chief Commercial Officer Kristen DeMarco Counsel to the Jacksonville Port Authority Gil Feltel, Assistant General Counsel to the City of Jacksonville Bond and Disclosure Counsel Foley & Lardner LLP Jacksonville, Florida Municipal Advisor PFM Financial Advisors LLC Orlando, Florida [THIS PAGE INTENTIONALLY LEFT BLANK] REGARDING USE OF THIS OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING OF THE SERIES 2018B BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICES OF THE SERIES 2018B BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, 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 a part of, its 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 herein is subject to change without notice and neither the delivery hereof nor any sale hereunder at any time implies that information herein is correct as of any time subsequent