CITY of AUSTIN, TEXAS (Travis, Williamson and Hays Counties) Statement Constitute an Offer to Sell Or the Solicitation $203,055,000* $143,740,000*
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PRELIMINARY OFFICIAL STATEMENT DATED JANUARY 5, 2017 New Issue: Book-Entry-Only System Ratings: Standard & Poor’s: “__” Moody’s: “__” (See “OTHER RELEVANT INFORMATION – Ratings”) In the opinion of McCall, Parkhurst & Horton L.L.P., Bond Counsel, interest on the Bonds will be excludable from gross income for federal income tax purposes under statutes, regulations, published rulings and court decisions existing on the date hereof, except as explained under “TAX MATTERS” in this document. Interest on the Series 2017B Bonds will be an item of tax preference for purpose of determining the alternative minimum tax imposed on individuals and corporations under section 57(a)(5) of the Code. See “TAX MATTERS” in this document for a discussion of Bond Counsel’s opinion and certain collateral federal tax consequences. CITY OF AUSTIN, TEXAS (Travis, Williamson and Hays Counties) Statement constitute an offer to sell or the solicitation $203,055,000* $143,740,000* n under the securities laws of any such jurisdiction. Airport System Revenue Bonds, Airport System Revenue Bonds, Series 2017A Series 2017B (AMT) Interest to accrue from Date of Initial Delivery Due: As shown on the inside cover page The $203,055,000* City of Austin, Texas Airport System Revenue Bonds, Series 2017A (the “Series 2017A Bonds”) and the $143,740,000* City of Austin, Texas Airport System Revenue Bonds, Series 2017B (AMT) (the “Series 2017B Bonds”) (and together with the Series 2017A Bonds, collectively referred to as the “Bonds”), are limited special obligations of the City of Austin, Texas (the “City”), issued pursuant to the ordinances adopted by the City on December 15, 2016 (the “Ordinances”). In the Ordinances, the City Council has delegated the authority to sell the Bonds to an Authorized Officer (as defined in the Ordinances), subject to the parameters set forth in the Ordinances. Proceeds from the Bonds, together with other legally available funds, will be used for the purpose of (i) designing and constructing improvements to Austin-Bergstrom International Airport (“ABIA” or the “Airport”), as more fully described Under no circumstances shall this Preliminary Official in “DESCRIPTION OF THE 2017 PROJECTS” in this document, (ii) making a deposit to the Debt Service Reserve e would be unlawful prior to registration or qualificatio Fund, (iii) funding capitalized interest on the Bonds, and (iv) paying certain costs of issuance incurred in connection with the issuance of the Bonds. See “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE ORDINANCE – Selected Definitions” and “APPLICATION OF BOND PROCEEDS” in this document. Interest on the Bonds is calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the or amendment. Bonds will accrue from their date of initial delivery, and is payable on May 15, 2017 and semiannually thereafter on November 15 and May 15 of each year until maturity or prior redemption. The City intends to utilize the Book-Entry- Only System of The Depository Trust Company, New York, New York (“DTC”), but reserves the right on its behalf or on the behalf of DTC to discontinue such system. Such Book-Entry-Only System will affect the method and timing of payment and the method of transfer. See “DESCRIPTION OF THE BONDS – Book-Entry-Only System” in this document. The Bonds are subject to optional and mandatory sinking fund redemption prior to maturity as more fully described in this document. See “DESCRIPTION OF THE BONDS – Redemption of the Bonds” in this document. The Bonds, together with the Currently Outstanding Revenue Bonds (defined herein) and any Additional Revenue Bonds (defined in this document), when and if issued, are limited special obligations of the City payable from, and are equally and ratably secured by, a first lien on the Net Revenues (defined in this document) of the Airport System (defined herein) and certain funds established by the Ordinances. No mortgage of any of the physical properties forming a part of the Airport System or any lien thereon or security interest therein has been given. The Bonds are not general obligations of the City, and neither the taxing power of the City nor the State of Texas is pledged as security for the Bonds. See “SECURITY AND SOURCES OF REPAYMENT FOR THE REVENUE BONDS” in this document. The Bonds are offered for delivery when, as and if issued, subject to receipt of the opinions of the Attorney General of the State of Texas and McCall, Parkhurst & Horton L.L.P., Bond Counsel for the City. See “APPENDIX D – Forms of Bond Counsel’s Opinions” in this document. Certain legal matters will be passed upon for the City by Norton Rose Fulbright US LLP as disclosure counsel to the City, and for the underwriters listed below (the “Underwriters”) by their counsel, Orrick, Herrington & Sutcliffe LLP. It is expected that the Bonds will be available for initial delivery to the Underwriters through DTC on or about _________, 2017. RBC Capital Markets Goldman, Sachs & Co. Piper Jaffray & Co. This Preliminary Official Statement and the information contained herein are subject to completion of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sal Jefferies Siebert Cisneros Shank & Co., L.L.C. ____________________ *Preliminary; subject to change. $203,055,000* CITY OF AUSTIN, TEXAS Airport System Revenue Bonds, Series 2017A MATURITY SCHEDULE Base CUSIP No. 052398 (1) Maturity Date Principal Interest Initial CUSIP (November 15) Amount Rate Yield (2) Suffix (1) $ % % $_______ ____% Term Bonds maturing November 15, ____, priced to yield ____%, CUSIP Suffix _____ (1)(2) $_______ ____% Term Bonds maturing November 15, ____, priced to yield ____%, CUSIP Suffix _____ (1)(2) (Interest to accrue from the Date of Initial Delivery) ____________________ * Preliminary; subject to change (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP numbers (Copyright 2016, CUSIP Global Services) are provided by CUSIP Global Services (“CGS”). CGS is managed on behalf of the American Bankers Association by S&P Global Market Intelligence. These CUSIP numbers are not intended to create a database and do not serve in any way as a substitute for the CGS database. The CUSIP numbers herein are provided for convenience of reference only. CUSIP numbers are subject to change. None of the City, the Financial Advisor or the Underwriters shall be responsible for the selection or correctness of CUSIP numbers set forth in this document. (2) Yield priced to November 15, 20__, the first optional call date. See “DESCRIPTION OF THE BONDS – Redemption of the Bonds” in this document. [The remainder of this page is intentionally left blank.] ii $143,740,000* CITY OF AUSTIN, TEXAS Airport System Revenue Bonds, Series 2017B (AMT) MATURITY SCHEDULE Base CUSIP No. 052398 (1) Maturity Date Principal Interest Initial CUSIP (November 15) Amount Rate Yield (2) Suffix (1) $ % % $_______ ____% Term Bonds maturing November 15, ____, priced to yield ____%, CUSIP Suffix _____ (1)(2) $_______ ____% Term Bonds maturing November 15, ____, priced to yield ____%, CUSIP Suffix _____ (1)(2) (Interest to accrue from the Date of Initial Delivery) ____________________ * Preliminary; subject to change. (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP numbers (Copyright 2016, CUSIP Global Services) are provided by CGS. CGS is managed on behalf of the American Bankers Association by S&P Global Market Intelligence. These CUSIP numbers are not intended to create a database and do not serve in any way as a substitute for the CGS database. The CUSIP numbers herein are provided for convenience of reference only. CUSIP numbers are subject to change. None of the City, the Financial Advisor, or the Underwriters shall be responsible for the selection or correctness of CUSIP numbers set forth in this document. (2) Yield priced to November 15, 20__, the first optional call date. See “DESCRIPTION OF THE BONDS – Redemption of the Bonds” in this document. [The remainder of this page is intentionally left blank.] iii For purposes of compliance with Rule 15c2-12 of the United States Securities and Exchange Commission (the “Rule”), this document constitutes an Official Statement of the City with respect to the Bonds defined in this Official Statement that has been deemed “final” by the City as of its date except for the omission of no more than the information permitted by the Rule. No dealer, broker, salesman or other person has been authorized by the City or by the Underwriters in the initial offering of all or any of the Bonds to give any information or to make any representations, other than as contained in this Official Statement, and if given or made such other information or representations must not be relied upon as having been authorized by the City or the Underwriters. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Bonds, by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. This Official Statement is submitted in connection with the sale of the Bonds referred to in this Official Statement and may not be reproduced or used for any other purpose. In no instance may this Official Statement be reproduced or used in part. 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 part of, their 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.