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Water Supply System Revenue and Revenue Refunding Bonds Series 2016

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Water Supply System Revenue and Revenue Refunding Bonds Series 2016 NEW ISSUE--BOOK-ENTRY ONLY See “RATINGS” herein. In the opinion of Bond Counsel, subject to compliance with certain covenants, under existing law and except as described under “TAX MATTERS” herein, interest on the Series 2016 Bonds is excluded from gross income for federal income tax purposes, and the Series 2016 Bonds and the interest thereon are exempt from taxation by the State of Michigan or by any taxing authority within the State of Michigan, except estate taxes and taxes on gains realized from the sale, payment or other disposition of the Series 2016 Bonds. See “TAX MATTERS.” $917,805,000 GREAT LAKES WATER AUTHORITY Water Supply System Revenue and Revenue Refunding Bonds Series 2016 $88,000,000 $443,930,000 Water Supply System Revenue Senior Lien Bonds Water Supply System Revenue Refunding Senior Lien Bonds Series 2016A Series 2016C $163,830,000 $222,045,000 Water Supply System Revenue Second Lien Bonds Water Supply System Revenue Refunding Second Lien Bonds Series 2016B Series 2016D Dated: Date of Delivery Due as shown on inside cover page The Water Supply System Revenue and Revenue Refunding Bonds set forth above (collectively, the “Series 2016 Bonds”) will be issued by the Great Lakes Water Authority (the “Authority” or “GLWA”) pursuant to the Bond Ordinance (as defined herein) of the Authority to (i) refund certain Refunded Bonds (as defined herein), (ii) pay certain costs of improvements, enlargements, extensions and repairs to the Regional Water System and Local Water System (each as defined herein), and (iii) pay certain costs of issuance of the Series 2016 Bonds. The Series 2016 Bonds are payable from the Pledged Assets (as defined herein) pledged as security therefor under the Bond Ordinance. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS.” Effective on January 1, 2016 the Authority began operating the regional water supply and sewage disposal systems previously operated by the City of Detroit (the “City”). The Authority assumed all of the then outstanding debt of the City relating to the regional and local water supply and sewage disposal systems and acquired all of the revenues of those systems. The Series 2016 Bonds are the inaugural public offering of bonds by the Authority. See “THE GREAT LAKES WATER AUTHORITY.” The Series 2016 Bonds will be issued in fully registered form in denominations of $5,000 or any integral multiple thereof and will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, which will act as securities depository for the Series 2016 Bonds. Bondholders will not receive certificates representing their ownership interest in the Series 2016 Bonds purchased. See “THE SERIES 2016 BONDS - Book-Entry-Only System.” The Series 2016 Bonds will bear interest at the rates and mature on the dates as set forth on the inside cover hereof. Interest on the Series 2016 Bonds will accrue from the date of delivery thereof and will be payable January 1 and July 1, commencing January 1, 2017. The Series 2016 Bonds are subject to optional and mandatory redemption prior to maturity. See “THE SERIES 2016 BONDS – Optional Redemption” and “- Mandatory Redemption.” The scheduled payment of principal of and interest on the Series 2016D Bonds maturing on July 1, 2033 (CUSIP No. 39081JBC1) (the “Insured Bonds”) when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Series 2016 Bonds by Assured Guaranty Municipal Corp. The Trustee for the Series 2016 Bonds is U.S. Bank National Association. The Series 2016 Bonds are issued under Act 233 and Act 94 (each as defined herein). The Series 2016 Bonds are not a general obligation of the Authority and do not constitute indebtedness of the Authority within any constitutional or statutory limitation, but are payable, both as to principal and interest solely from the Pledged Assets of the Water System (as defined herein). The payment of the principal of and interest on the Series 2016 Bonds is secured by a statutory lien on the Pledged Assets as described herein. By purchasing the Series 2016 Bonds, the original and all subsequent purchasers of the Series 2016 Bonds shall be deemed to have consented to the Reserve Fund Amendment (as defined herein). See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS – Reserve Fund Amendment.” The Series 2016 Bonds are offered when, as and if issued by the Authority and received by the Underwriters, subject to prior sale, withdrawal or modification of the offer without notice, and subject to approval of legality by Bond Counsel to the Authority, Dickinson Wright PLLC, Detroit, Michigan. Certain legal matters will be passed upon by Kutak Rock LLP, Washington, D.C., counsel to the Underwriters. It is expected that the Series 2016 Bonds in book-entry form will be available for delivery against payment therefor through the facilities of The Depository Trust Company (“DTC”) on or about October 27, 2016. 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 the making of an informed investment decision. Citigroup Goldman, Sachs & Co. Barclays J.P. Morgan Morgan Stanley Siebert Cisneros Shank & Co., LLC Ramirez & Co., Inc. Wells Fargo Securities Dated: October 14, 2016 $88,000,000 Water Supply System Revenue Senior Lien Bonds Series 2016A $88,000,000; 5.00%; Term Bond Due July 1, 2046; Yield 3.34%*; CUSIP† 39081JAA6 $163,830,000 Water Supply System Revenue Second Lien Bonds Series 2016B $163,830,000; 5.00%; Term Bond Due July 1, 2046; Yield 3.49%*; CUSIP† 39081JAB4 $443,930,000 Water Supply System Revenue Refunding Senior Lien Bonds Series 2016C Serial Bonds Maturity Principal (July 1) Amount Interest Rate Yield CUSIP† 2022 $4,865,000 5.00% 1.82% 39081JAR9 2023 23,380,000 5.00% 1.95% 39081JAC2 2024 5,325,000 5.00% 2.11% 39081JAD0 2025 25,290,000 5.00% 2.25% 39081JAE8 2026 17,385,000 5.00% 2.38% 39081JAF5 2027 20,110,000 5.00% 2.51%* 39081JAG3 2028 39,855,000 5.00% 2.65%* 39081JAH1 2029 18,025,000 5.00% 2.76%* 39081JAJ7 2030 19,640,000 5.00% 2.87%* 39081JAK4 2031 48,860,000 5.00% 2.96%* 39081JAL2 2032 62,395,000 5.00% 3.02%* 39081JAM0 2033 30,915,000 5.00% 3.07%* 39081JAN8 2033 36,000,000 5.25% 2.97%* 39081JBF4 2034 17,775,000 5.25% 3.02%* 39081JAP3 2035 43,380,000 5.00% 3.16%* 39081JAQ1 2035 30,730,000 5.25% 3.06%* 39081JAS7 $222,045,000 Water Supply System Revenue Refunding Second Lien Bonds Series 2016D Serial Bonds Maturity Principal (July 1) Amount Interest Rate Yield* CUSIP† 2024 $1,480,000 5.00% 2.26% 39081JAT5 2025 1,505,000 5.00% 2.40% 39081JAU2 2026 1,680,000 5.00% 2.53% 39081JAV0 2027 2,680,000 5.00% 2.66%* 39081JAW8 2028 2,705,000 5.00% 2.80%* 39081JAX6 2029 3,365,000 5.00% 2.91%* 39081JAY4 * 2030 25,900,000 5.00% 3.02% 39081JAZ1 * 2031 27,200,000 5.00% 3.11% 39081JBA5 2032 28,560,000 4.00% 3.47%* 39081JBB3 2033≠ 40,380,000 4.00% 3.40%* 39081JBC1 2035 1,205,000 5.00% 3.31%* 39081JBD9 2036 85,385,000 5.00% 3.34%* 39081JBE7 † Registered trademark of American Bankers Association. CUSIP data herein is provided by Standard and Poor’s CUSIP Service Bureau, a division of the McGraw Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP service. CUSIP numbers are provided for reference only. Neither the Authority, the Trustee nor the Underwriters take any responsibility for the accuracy of such numbers. * Yield to first optional redemption date of July 1, 2026. ≠ Maturity insured by Assured Guaranty Municipal Corp. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICES OF THE SERIES 2016 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 MAY OFFER AND SELL THE SERIES 2016 BONDS TO CERTAIN DEALERS AND DEALER BANKS ACTING AS AGENT AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE COVER OF THIS OFFICIAL STATEMENT. SUCH PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITERS. No dealer, broker, salesperson or other person has been authorized by the Authority or the Underwriters to make any representation other than as contained in this Official Statement and, if given or made, such other information or representation must not be relied upon as having been authorized by the Authority or the Underwriters. The information set forth in this Official Statement has been obtained from the Authority, the Detroit Water and Sewerage Department (“DWSD”), The Depository Trust Company (“DTC”), Assured Guaranty Municipal Corp. (“AGM”) and other sources that are deemed to be reliable, but as to information from sources other than themselves, is not to be construed as a representation by the Authority, DWSD, DTC, AGM or the Underwriters respectively. Certain historical information in this Official Statement has been derived from information on the operations of DWSD prior to the start-up of the Authority. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of the transaction, but the Underwriters do not guarantee the accuracy or completeness of such information.
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