$28,325,000 Parking Revenue Refunding Bonds of the Parking Authority of the City of Trenton County of Mercer, New Jersey
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NEW ISSUE RATINGS: (See “RATINGS” herein) (BOOK-ENTRY ONLY) In the opinion of McManimon, Scotland & Baumann, L.L.C, Bond Counsel to the Authority (as defined herein), pursuant to Section 103(a) of the Internal Revenue Code of 1986, as amended (the “Code”) interest on the Bonds is not included in gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the alternative minimum tax imposed on individuals and corporations. It is also the opinion of Bond Counsel, that interest on the Bonds held by corporate taxpayers is included in “adjusted current earnings” in calculating alternative minimum taxable income for purposes of the federal alternative minimum tax imposed on corporations. In addition, in the opinion of Bond Counsel, interest on and any gain from the sale of the Bonds is not includable as gross income under the New Jersey Gross Income Tax Act. Bond Counsel’s opinions described herein are given in reliance on representations, certifications of fact, and statements of reasonable expectation made by the Authority in its Tax Certificate (as defined herein), assume continuing compliance by the Authority with certain covenants set forth in its Tax Certificate, and are based on existing statutes, regulations, administrative pronouncements and judicial decisions. See “TAX MATTERS” herein. $28,325,000 PARKING REVENUE REFUNDING BONDS OF THE PARKING AUTHORITY OF THE CITY OF TRENTON COUNTY OF MERCER, NEW JERSEY CONSISTING OF $19,295,000 Parking Revenue Refunding Bonds (City Guaranteed), Series 2013A and $9,030,000 Parking Revenue Refunding Bonds (City Guaranteed), Series 2013B Dated: Date of Delivery Due: As shown on the inside cover hereof The $19,295,000 principal amount of Parking Revenue Refunding Bonds (City Guaranteed), Series 2013A (the “Series A Bonds”) and $9,030,000 principal amount of Parking Revenue Refunding Bonds (City Guaranteed), Series 2013B (the “Series B Bonds”, and together with the Series A Bonds, the “Bonds”) of the Parking Authority of the City of Trenton, in the County of Mercer, New Jersey (the “Authority”), as authorized by the Parking Authority Law, constituting Chapter 198 of the Pamphlet Laws of 1948, of the State of New Jersey, as amended and supplemented (the “Act”), shall be issued as fully registered bonds and, when issued, will be registered in the name of and held by Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for these Bonds. Purchases of the Bonds will be made in book- entry form, in denominations of $5,000 or any integral multiple thereof. Purchasers will not receive certificates representing their interest in the Bonds purchased. As long as Cede & Co. is the registered owner, as nominee of DTC, references herein to the registered owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners (as hereinafter defined) of the Bonds. See “DESCRIPTION OF THE BONDS - Book-Entry Only System” herein. U.S. Bank National Association, Morristown, New Jersey, will serve as Trustee, Paying Agent, Escrow Agent and Registrar for the Bonds (“Trustee”, “Paying Agent”, “Escrow Agent” and “Registrar”, respectively). The principal or redemption price of and interest on the Bonds will be paid by the Paying Agent. As long as DTC or its nominee, Cede & Co., is the registered owner, such payments will be made directly to Cede & Co. Disbursement of such payments to Direct Participants is the responsibility of DTC and disbursement of such payments to Beneficial Owners is the responsibility of the Direct Participants and the Indirect Participants, as more fully described herein. Interest on the Bonds will be payable on October 1, 2013 and semi-annually thereafter on April 1 and October 1 of each year until maturity to the registered owner of record as of March 15 and September 15 next preceding such interest payment date as shown on the registration books of the Authority maintained by the Registrar. The Bonds shall mature and bear interest as set forth on the inside front cover. The Bonds are subject to optional and mandatory redemption prior to their stated maturity, as described herein. The Bonds are being issued to provide funds which will be used (i) with respect to the Series A Bonds, for the current refunding of the Authority’s Parking Revenue Refunding Bonds (City Guaranteed, Series 2001) (the “Series 2001 Bonds”), and (ii) to pay the costs of issuance for the Bonds. See “PLAN OF FINANCING” herein. The Bonds are being issued to provide funds which will be used (i) with respect to the Series B Bonds, for the advance refunding of the Authority’s Parking Revenue Bonds (City Guaranteed, Series 2003) (the “Series 2003 Bonds” and together with the Series 2001 Bonds, the “Bonds to be Refunded”); and (ii) to pay the costs of issuance for the Bonds. See “PLAN OF FINANCING” herein. The Bonds are direct and general obligations of the Authority and the full faith and credit of the Authority is pledged to the payment of the principal or redemption price of, and interest on, the Bonds. The Bonds are payable from and are secured by the pledge of the funds and accounts held by the Trustee and by a pledge of the Revenues of the Authority, as such term is defined in the “Resolution Authorizing the Issuance of Parking Revenue Bonds of the Parking Authority of the City of Trenton, in the County of Mercer, New Jersey” adopted by the Authority on June 15, 1999, as amended and supplemented on January 18, 2000, April 11, 2000, February 20, 2001, October 21, 2003 and October 13, 2005 (“General Bond Resolution”) as further amended and supplemented on January 24, 2013 (“2013 Supplemental Resolution”, and, together with the General Bond Resolution, the “Resolutions”). The Bonds are further secured by a guaranty agreement with the City as authorized by a City Ordinance duly adopted on October 24, 2005, pursuant to which the City has guaranteed the payment of principal of and interest on the Bonds to the extent that Revenues or certain other funds of the Authority are not available to pay the principal of or interest on the Bonds (the “Guaranty”). See “SECURITY - City Guaranty”, herein. THE AUTHORITY HAS NO POWER TO LEVY OR COLLECT TAXES, AND THE BONDS ARE NOT AND SHALL NOT BE DEEMED TO CREATE A DEBT OR LIABILITY OF THE STATE OF NEW JERSEY OR ANY POLITICAL SUBDIVISION THEREOF INCLUDING ANY COUNTY OR MUNICIPALITY, INCLUDING THE CITY OF TRENTON, EXCEPT TO THE EXTENT OF THE GUARANTY. The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Bonds by Assured Guaranty Municipal Corp. 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 Bonds are offered when, as and if issued by the Authority and delivered to the Underwriters, subject to prior sale, to withdrawal or modification of the offer without notice and to approval of legality by the law firm of McManimon. Scotland & Baumann, L.L.C., Roseland, New Jersey and certain other conditions described herein. Certain legal matters will be passed upon for the Authority by its General Counsel, Leonard T. Bier, Esq., New Brunswick, New Jersey, for the City by its counsel, Caryl Amana, Esquire, Trenton, New Jersey and for the Underwriters by their counsel, GluckWalrath LLP, Trenton, New Jersey. Delivery is anticipated to be at the offices of McManimon, Scotland & Baumann, L.L.C., Roseland, New Jersey on or about March 20, 2013. Dated: March 7, 2013 $28,325,000 PARKING REVENUE REFUNDING BONDS OF THE PARKING AUTHORITY OF THE CITY OF TRENTON COUNTY OF MERCER, NEW JERSEY CONSISTING OF $19,295,000 Parking Revenue Refunding Bonds (City Guaranteed), Series 2013A and $9,030,000 Parking Revenue Refunding Bonds (City Guaranteed), Series 2013B County of Mercer, New Jersey $19,295,000 Parking Revenue Refunding Bonds (City Guaranteed), Series 2013A Maturity Date Amount Rate Yield Price CUSIP** 4/1/2014 $ 850,000 1.500% 1.000% 100.511 895164GU9 4/1/2015 885,000 2.000% 1.210% 101.579 895164GV7 4/1/2016 905,000 3.000% 1.430% 104.639 895164GW5 4/1/2017 930,000 4.000% 1.560% 107.194* 895164GX3 4/1/2018 970,000 4.000% 1.660% 106.887* 895164GY1 4/1/2019 1,005,000 4.000% 1.880% 106.216* 895164GZ8 4/1/2020 1,050,000 4.000% 2.110% 105.519* 895164HA2 4/1/2021 1,090,000 4.000% 2.320% 104.888* 895164HB0 4/1/2022 1,130,000 4.000% 2.520% 104.291* 895164HC8 4/1/2023 1,180,000 2.750% 3.000% 97.847 895164HD6 4/1/2024 1,210,000 3.000% 3.090% 99.163 895164HE4 4/1/2025 1,250,000 3.000% 3.180% 98.211 895164HF1 4/1/2026 1,290,000 3.000% 3.270% 97.153 895164HG9 4/1/2027 1,325,000 3.125% 3.360% 97.387 895164HH7 4/1/2028 1,365,000 3.250% 3.440% 97.783 895164HJ3 4/1/2029 1,405,000 3.250% 3.500% 96.951 895164HK0 4/1/2030 1,455,000 3.375% 3.550% 97.776 895164HL8 * Priced to call $9,030,000 Parking Revenue Refunding Bonds (City Guaranteed), Series 2013B Maturity Date Amount Rate Yield Price CUSIP** 10/1/2014 $355,000 1.500% 1.030% 100.711 895164HM6 10/1/2015 355,000 2.000% 1.250% 101.862 895164HN4 10/1/2016 365,000 2.000% 1.470% 101.816 895164HP9 10/1/2017 370,000 2.000% 1.690% 101.346 895164HQ7 10/1/2018 380,000 2.500% 1.900% 103.135 895164HR5 10/1/2019 390,000 2.000% 2.170% 98.969 895164HS3 10/1/2020 380,000 2.250% 2.410% 98.903 895164HT1 10/1/2021 405,000 2.375% 2.610% 98.212 895164HU8 10/1/2022 420,000 2.750% 2.830% 99.335 895164HV6 10/1/2023 440,000 2.750% 3.000% 97.756 895164HW4 10/1/2024 455,000 3.000% 3.100% 99.036 895164HX2 10/1/2025 440,000 3.000% 3.190% 98.049 895164HY0 10/1/2026 470,000 3.000% 3.280% 96.959 895164HZ7 10/1/2027 495,000 3.125% 3.360% 97.314 895164JA0 10/1/2028 520,000 3.250% 3.440% 97.727 895164JB8 10/1/2029 495,000 3.250% 3.500% 96.881 895164JC6 10/1/2030 530,000 3.375% 3.550% 97.729 895164JD4 10/1/2031 555,000 3.375% 3.600% 96.975 895164JE2 10/1/2032 590,000 3.500% 3.650% 97.917 895164JF9 10/1/2033 620,000 3.500% 3.690% 97.280 895164JG7 **“CUSIP” is a registered trademark of the American Bankers Association.