Port of Port Arthur Navigation District of Jefferson County
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PRELIMINARY OFFICIAL STATEMENT DATED DECEMBER 6, 2017 NEW ISSUE RATING: Moody’s Investors Service “Aa3” BOOK-ENTRY-ONLY (see “OTHER INFORMATION – Municipal Rating”) In the opinion of Bond Counsel to the District (as defined below), assuming continuing compliance with certain covenants by the District, as defined below, in accordance with existing statutes, regulations, published rulings and court decisions existing on the date hereof, interest on the Bonds is excludable from the gross income of the holders thereof for federal income tax purposes, except that such exclusion does not apply with respect to interest on any Bond for any period during which such Bond is held by a person who, within the meaning of Section 147(a) of the Internal Revenue Code of 1986 and the regulations thereunder, is a “substantial user” of the facilities financed with the Bonds or a “related person” to such user. Interest on the Bonds, however, is an item of tax preference includable in the alternative minimum taxable income for purposes of calculating the federal alternative minimum tax imposed upon individuals and corporations. See “TAX MATTERS” for additional information. $59,540,000* PORT OF PORT ARTHUR NAVIGATION DISTRICT OF JEFFERSON COUNTY, TEXAS (A political subdivision of the State of Texas having boundaries within Jefferson County) UNLIMITED TAX PORT IMPROVEMENT BONDS, SERIES 2017A (AMT) Dated Date: December 1, 2017 Due: March 1 — See inside cover page (Interest Accrues from the Date of Delivery) Port of Port Arthur Navigation District of Jefferson County, Texas (the “District”) is issuing its Unlimited Tax Port Improvement Bonds, Series 2017A (the “Bonds”) pursuant to the Constitution and general laws of the State of Texas, (the “State”) including Chapter 197, Acts of the 58th Legislature, Regular Session 1963, as amended, Chapter 1371, Texas Government Code, as amended, an election held on May 7, 2016 and the order authorizing the Bonds. Interest will accrue from the Date of Delivery (defined below) of the Bonds to the Initial Purchaser and is payable on September 1, 2018, and on each March 1 and September 1 thereafter until maturity or prior redemption. Interest will be calculated on the basis of a 360-day year of twelve 30-day months. The Bonds are direct obligations of the District and are payable from the receipts of an annual ad valorem tax, without legal limit as to rate or amount, levied against all taxable property located within the District. The Bonds are obligations solely of the District and are not obligations of the State of Texas, Jefferson County, Texas or any entity other than the District. See “THE BONDS – Sources of Payment of the Bonds” herein. The Bonds will be issued in fully-registered form and, when issued, will be registered in the name of Cede & Co., as registered owner and the nominee for The Depository Trust Company, New York, New York (“DTC”) which will act as securities depository for the Bonds. Individual purchases of the Bonds will initially be made pursuant to the book-entry-only system described herein. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or integral multiples thereof. No physical delivery of the Bonds will be made to the beneficial owners thereof. For as long as Cede & Co. is the sole registered owner of the Bonds, the principal of and interest on the Bonds will be payable by U.S. Bank National Association, Dallas, Texas (the “Paying Agent/Registrar”) to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. See “THE BONDS – Book-Entry-Only System” herein. Proceeds from the sale of the Bonds will be used to finance (i) a portion of the costs of projects to acquire, purchase, construct, improve or develop wharves, docks, warehouses, other storage facilities, terminal facilities and other facilities or aids to navigation consistent with or necessary to the operation or development of ports or waterways within the District, including the engineering design and planning thereof, (ii) capitalize interest through September 1, 2018, and (iii) the costs of issuance of the Bonds. See “THE BONDS – Sources and Uses” herein. SEE INSIDE COVER FOR MATURITY SCHEDULE The Bonds are subject to optional redemption prior to their scheduled maturities as described herein. See “THE BONDS – Optional Redemption” herein. If the principal amounts designated in the serial maturity schedule on the inside cover page hereof are combined to create one or more term Bonds (the “Term Bonds”), each such Term Bond shall be subject to mandatory sinking fund redemption. See “THE BONDS – Mandatory Sinking Fund Redemption” herein. The Bonds are offered for delivery, when, as and if issued by the District and received by the initial purchaser (the “Initial Purchaser”), subject to the approving opinions of the Attorney General of the State of Texas and McCall, Parkhurst & Horton L.L.P., Austin, Texas, Bond Counsel for the District. See “LEGAL MATTERS” herein and “Form of Opinion of Bond Counsel” attached hereto as Appendix C. It is expected that the Bonds will be available for delivery through the facilities of DTC on or about December 21, 2017 (the “Date of Delivery”). BIDS DUE: TUESDAY, DECEMBER 12, 2017 AT 9:30 A.M. (CST) The Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold, nor any offers to buy be accepted prior to the time the Official Statement is delivered in final buy be accepted prior to the time Official Statement is delivered to offers not be sold, nor any These securities may The Preliminary contained herein are subject to completion or amendment. Official Statement and the information would solicitation, or sale sale of these securities jurisdictionbuy nor shall there be any in any in which such offer, to Under no circumstances shall this Preliminary to sell or the solicitation of an offer Official Statement constitute an offer form. such jurisdiction. prior of any or qualification under the securities to registration be unlawful laws * Preliminary, subject to change. MATURITY SCHEDULE $ 59,540,000* PORT OF PORT ARTHUR NAVIGATION DISTRICT OF JEFFERSON COUNTY, TEXAS UNLIMITED TAX PORT IMPROVEMENT BONDS, SERIES 2017A (AMT) CUSIP Prefix (b): 364316 Date Principal Interest CUSIP No. Date Principal Interest CUSIP No. March 1 Amount* Rate Yield (b) Suffix (c) March 1 Amount* Rate Yield (b) Suffix (c) 2019$ 200,000 % % 2033 (a) $ 2,250,000 % % **** **** 2034 (a) 2,365,000 2021 200,000 2035 (a) 2,480,000 2022 200,000 2036 (a) 2,605,000 2023 200,000 2037 (a) 2,735,000 2024 200,000 2038 (a) 2,855,000 2025 200,000 2039 (a) 2,970,000 2026 200,000 2040 (a) 3,090,000 2027 1,680,000 2041 (a) 3,210,000 2028 (a) 1,765,000 2042 (a) 3,340,000 2029 (a) 1,850,000 2043 (a) 3,475,000 2030 (a) 1,945,000 2044 (a) 3,615,000 2031 (a) 2,040,000 2045 (a) 3,755,000 2032 (a) 2,145,000 2046 (a) 3,905,000 (a) 2047 4,065,000 (Interest accrues from Date of Delivery) (a) The District reserves the right, at its option, to redeem Bonds having stated maturities on or after March 1, 2028, in whole or in part, in principal amounts of $5,000 or any integral multiple thereof on March 1, 2027, or any date thereafter at par plus accrued interest from the most recent interest payment date to the date fixed for redemption. See “THE BONDS – Optional Redemption”. (b) The initial reoffering prices or yields of the Bonds are furnished by the Initial Purchaser (as identified on the cover page hereof) and represent the initial offering prices or yields to the public, which may be changed by the Initial Purchaser at any time. (c) CUSIP numbers are included solely for the convenience of the owners of the Bonds. CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by S&P Global Capital IQ on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Global Services. None of the Initial Purchaser, the District, nor the Financial Advisor is responsible for the selection or correctness of the CUSIP numbers set forth herein. * Preliminary, subject to change. ii DISTRICT OFFICIALS, ADMINISTRATION AND CONSULTANTS The Port of Port Arthur Navigation District of Jefferson County, Texas (the “District”) was created by a Special Act of the 55th Legislature under provisions of Section 59, Article XVI of the Texas Constitution, ratified by referendum on June 13, 1964. The District is independent from other local or state governments and operates within district boundaries of approximately 58 square miles, including the City of Port Arthur and a part of the City of Groves. The five member elected Board of Port Commissioners governs the District. Board of Port Commissioners Commissioners Position John Comeaux President Raymond C. Johnson Vice President Linda Turner Spears Secretary/Treasurer Norris Simon, Jr. Commissioner Mark Underhill Commissioner Official Representatives Name Position Floyd Gaspard* Executive Port Director Larry A. Kelley, Jr. Deputy Port Director Anthony Theriot Director of Trade Judy Bettis Director of Finance * Mr. Gaspard has announced his retirement as Executive Port Director effective December 31, 2017. At such time, Larry A. Kelley, Jr. will succeed Mr. Gaspard as Port Director. Consultants Bond Counsel ............................................................................................................ McCall, Parkhurst & Horton L.L.P. Austin, Texas Certified Public Accountants ................................................................................. Brammer, Begnaud & Lattimore, CPA Port Arthur, Texas Legal Counsel ...................................................................................................................................