WEST KNOX UTILITY DISTRICT of KNOX COUNTY, TENNESSEE Water Andsewerrevenueimprovementrefundingbonds,Series2016
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PRELIMINARY OFFICIAL STATEMENT DATED DECEMBER 1, 2016 NEW ISSUE Rating: S&P:“AA+” (stable outlook) Book-Entry-Only (See “MISCELLANEOUS – RATING” herein.) In the opinion of Bond Counsel, based on existing law and assuming compliance with certain tax covenants of the District, interest on the 2016 Bonds will be excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, such interest is taken into account in determining the adjusted current earnings of certain corporations for purposes of the alternative minimum tax on corporations. For an explanation of certain tax consequences under federal law which may result from the ownership of the 2016 Bonds, see the discussion under the heading “Legal Matters - Tax Matters” herein. Under existing law, the 2016 Bonds and the income therefrom will be exempt from all state, county and municipal taxation in the State of Tennessee, except Tennessee franchise and excise taxes. (See “Legal Matters - Tax Matters” herein). $26,285,000* WEST KNOX UTILITY DISTRICT OF KNOX COUNTY, TENNESSEE Water and Sewer Revenue Improvement and Refunding Bonds, Series 2016 Dated: Date of Issuance Due: June 1, as shown on the inside cover This cover page contains information for quick reference only. It is not a summary of this issue. Investors must read the entire Preliminary Official Statement to obtain information essential to make an informed investment decision. The West Knox Utility District of Knox County, Tennessee (the “District”) is issuing its $26,285,000* Water and Sewer Revenue Improvement and Refunding Bonds, Series 2016 (the “2016 Bonds”) pursuant to the provisions of Title 7, Chapter 82, Tennessee Code Annotated, as supplemented and amended (the “District Act”), and other applicable provisions of law and pursuant to a resolution adopted by the Board of Commissioners of the District (the “Governing Body”) on June 11, 1997, as amended and restated in its entirety by a resolution adopted by the Governing Body on August 27, 2009, as amended and supplemented by resolutions adopted by the Governing Body on October 28, 2010, December 9, 2015, and November 17, 2016 (collectively, the “Resolution”). The 2016 Bonds will be issued in fully registered form, in denominations of $5,000 and authorized integral multiples thereof. The 2016 Bonds will be issued in book-entry-only form and registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository of the 2016 Bonds. So long as Cede & Co. is the registered owner of the 2016 Bonds, as the nominee for DTC, principal and interest with respect to the 2016 Bonds shall be payable to Cede & Co., which will, in turn, remit such principal and interest to the DTC participants for subsequent disbursements to the beneficial owners of the 2016 Bonds. See Appendix F affixed hereto for more information on the book-entry system. Interest on the 2016 Bonds will be payable on June 1, 2017 and semiannually thereafter on each June 1 and December 1 to the owners thereof as shown on the books and records of Regions Bank, Nashville, Tennessee, the registration and paying agent (the “Registration Agent”). The 2016 Bonds may be subject to optional and mandatory redemption prior to maturity, as described herein. The 2016 Bonds shall be payable from the Net Revenues (as defined herein) derived from the operation of the water and sewer system of the District (the “System”), on a parity and equality of lien with the District’s outstanding (i) indebtedness pursuant to a Loan Agreement between the District and The Public Building Authority of Sevier County, Tennessee (the “Authority”), dated July 1, 2000, which includes an interest rate swap agreement between the District and Raymond James Financial Products, Inc., dated September 22, 2009, (ii) indebtedness pursuant to a Loan Agreement between the District and the Authority, dated August 28, 2009, (iii) Taxable Water and Sewer Revenue Bonds, Series 2010 (Federally Taxable – Build America Bonds – Direct Subsidy), dated November 30, 2010, and (iv) Water and Sewer Revenue Bonds, Series 2015, dated December 22, 2015. The District has reserved the right to issue other Parity Obligations in the future on parity with the 2016 Bonds. See the section herein entitled “SECURITY AND SOURCE OF PAYMENT” for additional information. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF TENNESSEE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE DISTRICT, IS PLEDGED TO THE PAYMENT OF THE 2016 BONDS. The 2016 Bonds are being issued for the purposes of providing funds to (a) finance or reimburse costs of (i) the acquisition of land for and the construction, improvement, renovation and equipping of improvements and additions to the System and (ii) the acquisition of all property, real and personal, appurtenant or connected thereto (collectively, the “Projects”); (b) refund all or a portion of the District’s outstanding (i) Rural Development Water and Sewer Revenue Bonds, Series 2004 and (ii) Tennessee Local Development Authority Loan, Series CWA 2009-245; and (c) pay costs incident to the issuance of the 2016 Bonds. See the section herein entitled “PLAN OF FINANCE” for additional information. On or about the date of issuance of the 2016 Bonds, the District intends to borrow up to $25,000,000 from the Authority to provide additional financing for the Projects. See the sections herein entitled “PLAN OF FINANCE” and “MISCELLANEOUS – ADDITIONAL DEBT” for more information. The 2016 Bonds are offered when, as and if issued by the District, subject to the approval of the legality thereof by Robertson Overbey, Knoxville, Tennessee, bond counsel, whose opinion will be delivered with the 2016 Bonds. Certain legal matters in connection with the 2016 Bonds are subject to the approval of Robertson Overbey, Knoxville, Tennessee, as counsel to the District. Certain legal matters will be passed upon for the Underwriter by Bass, Berry & Sims PLC, Knoxville, Tennessee, counsel to the Underwriter. It is expected that the 2016 Bonds will be available for delivery through the facilities of DTC, New York, New York, on or about December 22, 2016. BofA Merrill Lynch December __, 2016 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 The District has deemed of such jurisdiction. under the securities laws exemption prior qualification or to registration, be unlawful solicitation or sale would jurisdiction sale of the 2016 Bonds in any in which such offer, nor shall there be any for certain by the Securities except permittedand Exchange Commission. within the contemplation of Rule 15c2 12 promulgated omissions, this Preliminary “final,” Official Statement * Preliminary, subject to change. $26,285,000* WEST KNOX UTILITY DISTRICT OF KNOX COUNTY, TENNESSEE Water and Sewer Revenue Improvement and Refunding Bonds, Series 2016 MATURITY SCHEDULE $10,995,000* Serial Bonds Initial Initial Due* Interest CUSIP Due* Interest CUSIP (June 1) Amount* Rate Yield Number** (June 1) Amount* Rate Yield Number** 2020 $1,765,000 2029 $ 630,000 2021 195,000 2030 695,000 2022 270,000 2031 700,000 2023 320,000 2032 700,000 2024 375,000 2033 775,000 2025 425,000 2034 830,000 2026 455,000 2035 885,000 2027 510,000 2036 940,000 2028 525,000 $5,240,000* __% Term Bond due on June 1, 2041* -- Yield __% -- Initial CUSIP Number __** $10,050,000* __% Term Bond due on June 1, 2046* -- Yield __% -- Initial CUSIP Number __** * Preliminary, subject to change. ** Neither the District nor the Underwriter are responsible for the use of the CUSIP Numbers referenced herein nor is any representation made by the District or the Underwriter as to their correctness. The CUSIP Numbers provided herein are included solely for the convenience of the readers of this Official Statement. IN CONNECTION WITH THIS OFFERING, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (THE “UNDERWRITER”) MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2016 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET, AND SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. This Preliminary Official Statement may contain forecasts, projections, and estimates that are based on current expectations but are not intended as representations of fact or guarantees of results. If and when included in this Preliminary Official Statement, the words "expects," "forecasts," "projects," "intends," "anticipates," "estimates," and analogous expressions are intended to identify forward-looking statements as defined in the Securities Act of 1933, as amended, and any such statements inherently are subject to a variety of risks and uncertainties, which could cause actual results to differ materially from those contemplated in such forward-looking statements. These forward-looking statements speak only as of the date of this Preliminary Official Statement. The District disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the District's expectations with regard thereto or any change in events, conditions, or circumstances on which any such statement is based. No dealer, broker, salesman or other person has been authorized to give any information or to make any representation in connection with this offering other than as contained in this Official Statement, and, if given or made, such other information or representation must not be relied upon.