Birmingham-Jefferson Civic Center Authority
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Notice of Replacement dated July 10, 2018 regarding Preliminary Official Statement dated July 9, 2018 with respect to BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY $67,535,000* $9,435,000* Special Tax Bonds (Subordinate Lien), Special Tax Bonds (Subordinate Lien), Series 2018B Taxable Series 2018C The Preliminary Official Statement dated July 9, 2018 (the “Preliminary Official Statement”) relating to the issuance of the Special Tax Bonds (Subordinate Lien), Series 2018B and the Special Tax Bonds (Subordinate Lien), Taxable Series 2018C (together, the “Bonds”) by the Birmingham-Jefferson Civic Center Authority (the “Authority”) has been replaced by the version attached hereto. The attached version corrects information with respect to the corporate sponsor agreements relating to the Series 2018F Bond described in the Preliminary Official Statement. The corrected information appears under the following headings in APPENDIX A: “MANAGEMENT’S PROJECTIONS – Assumptions Regarding Projections – Funding Agreements, Corporate Sponsorships and Other Contractual Arrangements” “THE PLAN OF FINANCING – Issuance of Series 2018 Bonds – Series 2018F Bond” “DESCRIPTION OF SOURCES OF PAYMENT FOR SERIES 2018 BONDS – Corporate Sponsorship and Other Contractual Arrangements – Naming Rights Agreement” The Series 2018F Bond is being issued to evidence a direct loan from Regions Bank. The Series 2018F Bond is not being publicly offered. ADDITIONAL INFORMATION For further information during the initial offering period with respect to the Bonds, contact Matt Adams, Raymond James & Associates, Inc., 2900 Highway 280, Suite 100, Birmingham, Alabama 35223 (telephone: (205) 802-4275). * Preliminary; subject to change. PRELIMINARY OFFICIAL STATEMENT DATED JULY 9, 2018 NEW ISSUE - BOOK-ENTRY ONLY RATINGS: Standard & Poor’s: A+, Stable Moody’s: A1, Stable BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY $67,535,000* $9,435,000* Special Tax Bonds (Subordinate Lien), Special Tax Bonds (Subordinate Lien), Series 2018B Taxable Series 2018C Bond Issuer. The Bonds are being issued by the Birmingham-Jefferson Civic Center Authority (the “Authority”). Purpose of Financing. Proceeds of the Bonds will be used by the Authority to finance certain capital projects at the Authority’s civic center complex and refund certain outstanding indebtedness of the Authority. Proceeds of the Bonds will also be used to pay costs of issuance of the Bonds. See “APPENDIX A – THE PLAN OF FINANCING”. Authorizing Document. The Bonds will be issued pursuant to and secured by that certain Trust Indenture (Subordinate Lien) dated August 1, 2018 (the “Indenture”) by and between the Authority and Regions Bank, as trustee (the “Trustee”). Source of Payment. The Bonds will be limited obligations of the Authority payable solely from and secured by a pledge of and a security interest in the proceeds of certain special privilege or license taxes and gross receipts taxes levied in Jefferson County, and certain payments in lieu of taxes collected by the Authority, subject and subordinate, however, to a prior pledge of such taxes and payments in lieu of taxes to the payment of certain senior lien obligations of the Authority. The Bonds will also be secured by a pledge of the moneys and investments on deposit in the special funds created by the Indenture. See “SECURITY AND SOURCES OF PAYMENT” herein. The Bonds are not general obligations of the Authority, the City of Birmingham or Jefferson County and neither the full faith and credit nor the general taxing powers of the State of Alabama, the City, the County, or any political subdivision of the State is pledged to the payment of the principal of, premium, if any, or interest on the Bonds. The Authority has no taxing power. Pricing Terms and Payment Dates. Pricing information for the Bonds, including principal maturities, interest rates, payment dates and authorized denominations, is shown on the inside cover of this Official Statement. Redemption. The Bonds are subject to redemption prior to maturity as herein described. Form and Date of Delivery. The Bonds are being issued under the book entry system maintained by The Depository Trust Company (“DTC”). The Bonds are expected to be delivered on or about August ____, 2018. Legal Opinions. The Bonds are offered in book-entry only form when, as and if issued by the Authority and received by the Underwriters subject to the approving opinion of Maynard, Cooper & Gale, P.C., Birmingham, Alabama, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the Authority by its counsel, Waldrep Stewart & Kendrick, LLC, Birmingham, Alabama. Certain legal matters will be passed upon for the Underwriters by their counsel, Balch & Bingham LLP, Birmingham, Alabama. Tax Status. Interest on the Series 2018B Bonds (i) will not be included in gross income of the holders for purposes of federal income taxation and (ii) will not be an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, subject to limitations or exceptions described under “Tax Status”. The opinion of bond counsel for the Series 2018B Bonds will address these aspects of the tax status of such bonds and should be read in its entirety for a complete understanding of the scope of the opinion and the conclusions expressed. Interest on the Series 2018C Bonds is not excluded from gross income of the holders for purposes of federal income taxation. It is also the opinion of bond counsel that under existing law interest on the Bonds is exempt from income taxation by the State of Alabama. The proposed forms of the opinions of bond counsel are attached hereto as Appendix D. Risk Factors. For a description of certain risks involved in an investment in the Bonds, see “RISK FACTORS”. Underwriters. The Bonds are being purchased from the Authority by Raymond James Stifel Loop Capital Markets Securities Capital Corporation Date of Official Statement. The date of this Official Statement is July ____, 2018. This Preliminary Official Statement has not been approved by the Authority, and the information herein is subject to completion and amendment without notice. Under no circumstances shall this Preliminary Official Statement constitute an herein is subject to completion and amendment without notice. and the information Authority, by the This Preliminary Official Statement has not been approved prior of such jurisdiction. or qualification under the securities to registration be unlawful laws solicitation or sale would jurisdiction sale of the Bonds in any in which such offer, nor shall there be any to buy, to sell or the solicitation of an offer offer prior to the deliveryavailable of these securities. Official Statement will be made A definitive *Preliminary; subject to change. $67,535,000* Special Tax Bonds (Subordinate Lien), Series 2018B PRICING INFORMATION Maturity Principal Interest (July 1) Amount Rate Yield Price CUSIP $9,435,000* Special Tax Bonds (Subordinate Lien), Taxable Series 2018C PRICING INFORMATION Maturity Principal Interest (July 1) Amount Rate Yield Price CUSIP Date of Bonds. The Bonds will be dated as of the date of their initial delivery. There will be no accrued interest payable as part of the initial offering price. Authorized Denominations. The Bonds may be issued in denominations of $5,000 or any integral multiple thereof. Interest Payment Dates. Interest on the Bonds is payable on January 1 and July 1 of each year, beginning January 1, 2019. Principal Payment Dates. The Bonds mature on July 1 in years and amounts as shown above. Redemption Prior to Maturity. The Bonds are subject to redemption prior to maturity as described herein. See “DESCRIPTION OF THE BONDS—Redemption Prior to Maturity.” ____________________ *Preliminary; subject to change. USE OF THIS OFFICIAL STATEMENT Neither this Official Statement nor any advertisement of the Bonds is to be construed as a contract or agreement with the holders of the Bonds. The agreement of the Authority with the holders of the Bonds is fully set forth in the Bonds and the Indenture. No dealer, broker, salesman or other person has been authorized by the Authority to give any information or 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 them. 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. 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 a 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. The Bonds have not been registered under The Securities Act of 1933, as amended, or any state securities laws, and neither the Securities and Exchange Commission nor any state regulatory agency will pass upon the accuracy, completeness or adequacy of this Official Statement. The Indenture has not been qualified under the Trust Indenture Act of 1939, as amended. The information in this Official Statement is provided as of the date of this Official Statement.