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City of Norwalk OFFICIAL STATEMENT NEW MONEY ISSUE RATINGS: See “Ratings” herein In the opinion of Bond Counsel, rendered in reliance upon and assuming the accuracy of and continuing compliance with certain representations and covenants relating to the applicable requirements of the Internal Revenue Code of 1986, as amended (the “Code”), under existing law, 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 the federal alternative minimum tax; however, with respect to certain corporations (as defined for federal income tax purposes) subject to the federal alternative minimum tax, such interest is taken into account in computing the federal alternative minimum tax. In the opinion of Bond Counsel, under existing statutes interest on the Bonds is excluded from Connecticut taxable income for purposes of the Connecticut income tax on individuals, trusts and estates and is excluded from amounts on which the net Connecticut minimum tax is based in the case of individuals, trusts and estates required to pay the federal alternative minimum tax. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. (See “Tax Exemption” herein.) CITY OF NORWALK, CONNECTICUT $35,000,000 GENERAL OBLIGATION BONDS, ISSUE OF 2017 BOOK-ENTRY-ONLY Dated: Date of Delivery Due: Serially, August 1, 2019 – 2037 The Bonds will be general obligations of the City of Norwalk, Connecticut (the “City”) and the City will pledge its full faith and credit to pay the principal of and the interest on the Bonds when due. (See “Security and Remedies” herein.) The Bonds will bear interest payable on August 1, 2018 and semiannually thereafter on February 1 and August 1 in each year until maturity. The Bonds are issuable only as fully registered bonds, without coupons, and when issued, will be registered in the name of Cede & Co., as Bondowner and nominee for The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for the Bonds. Purchases of the Bonds will be made in book-entry-only form, in the denomination of $5,000 or any integral multiple thereof. Purchasers will not receive certificates representing their ownership interest in the Bonds. So long as Cede & Co. is the Bondowner, as nominee of DTC, reference herein to the Bondowner or owners shall mean Cede & Co. as aforesaid, and shall not mean the Beneficial Owners (as described herein) of the Bonds. (See “Book-Entry Transfer System” herein.) The Registrar, Certifying, Transfer and Paying Agent on the Bonds will be U.S. Bank National Association of Hartford, Connecticut. The Bonds ARE subject to redemption prior to maturity, as described herein. MATURITY SCHEDULE AND AMOUNTS Interest Interest Maturity Amount Rate Yield CUSIP1 Maturity Amount Rate Yield CUSIP1 2019 $2,640,000 5.000% 0.990% 668844NB5 2029 $2,285,000 2.250% 2.390% 668844NM1 2020 2,640,000 5.000 1.080 668844NC3 2030 2,285,000 2.500 2.637 668844NN9 2021 2,635,000 5.000 1.170 668844ND1 2031 2,285,000 3.000 2.760* 668844NP4 2022 2,635,000 5.000 1.260 668844NE9 2032 2,285,000 3.000 2.880 668844NQ2 2023 2,345,000 5.000 1.390 668844NF6 2033 260,000 3.000 2.990 668844NR0 2024 2,345,000 4.000 1.510* 668844NG4 2034 260,000 3.000 3.050 668844NS8 2025 2,345,000 3.000 1.700* 668844NH2 2035 260,000 3.000 3.090 668844NT6 2026 2,345,000 2.000 2.000 668844NJ8 2036 260,000 3.000 3.120 668844NU3 2027 2,345,000 2.000 2.140 668844NK5 2037 260,000 3.000 3.140 668844NV1 2028 2,285,000 2.000 2.190 668844NL3 * - Priced assuming redemption on August 1, 2023 however any such redemption is at the option of the City (see “Optional Redemption” herein). BofA Merrill Lynch The Bonds are offered for delivery when, as and if issued, subject to the final approving opinion of Pullman & Comley, LLC, of Bridgeport, Connecticut, Bond Counsel. It is expected that delivery of the Bonds in book-entry-only form will be made on or about August 1, 2017. 1 Copyright, American Bankers Association CUSIP® is a registered trademark of the American Bankers Association. CUSIP numbers have been assigned by an independent company not affiliated with the City and are included solely for the convenience of the holders of the Bonds. The City is not responsible for the selection or use of these CUSIP numbers, does not undertake any responsibility for their accuracy, and makes no representation as to their correctness on the Bonds or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds. Dated: July 18, 2017 No dealer, broker, salesman or other person has been authorized by the City of Norwalk, Connecticut (the “City”), to give any information or to make any representations, other than those 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 foregoing. 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 information set forth herein has been obtained by the City from sources which are believed to be reliable but it is not guaranteed as to accuracy or completeness. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date of this Official Statement. Other than as to matters expressly set forth in Appendix A – “Audited Financial Statements” herein, the independent auditors for the City are not passing on and do not assume any responsibility for the accuracy or adequacy of the statements made in this Official Statement and make no representation that they have independently verified the same. The independent auditor has not been engaged to perform and has not performed, since the date of its report included herein, any procedures on the financial statements addressed in that report. The independent auditor also has not performed any procedures relating to this Official Statement. Other than as to matters expressly set forth in Appendix B – “Form of Opinion of Bond Counsel” herein, Bond Counsel is not passing on and does not assume any responsibility for the accuracy or adequacy of the statements made in this Official Statement and makes no representation that it has independently verified the same. Independent Bond and Investment Consultants LLC, the City’s Financial Advisor, has assisted the City in the preparation of this Official Statement from information supplied by City officials and other sources. Independent Bond and Investment Consultants LLC does not assume responsibility for the adequacy or accuracy of the statements made herein and makes no representation that it has independently verified the same. The City deems this Official Statement to be “final” for purposes of Securities and Exchange Commission Rule 15c2- 12(b)(1), but is subject to revision or amendment. In accordance with the requirements of Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission, the City will agree to provide, or cause to be provided, (i) certain annual financial information and operating data; (ii) notice of the occurrence of certain events not in excess of 10 business days after the occurrence of such events, and (iii) timely notice of a failure by the City to provide the required annual financial information on or before the date specified in the Continuing Disclosure Agreement to be executed in substantially the form of Appendix C - "Form of Continuing Disclosure Agreement" to this Official Statement. References to web site addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader’s convenience. Unless specified otherwise, such web sites and the information or links contained therein are not incorporated into, and are not part of, this offering document. The Bonds have not been registered under the Securities Act of 1933, as amended, in reliance upon exemptions contained in such act. In addition, the Bonds have not been registered under any state securities laws. BOND COUNSEL INDEPENDENT FINANCIAL ADVISOR PULLMAN & COMLEY, LLC INDEPENDENT BOND AND Bridgeport, Connecticut INVESTMENT CONSULTANTS LLC (203) 330-2000 Madison, Connecticut (203) 245-8715 TABLE OF CONTENTS Page # Bond Sale Summary ................................................................................................................................................ i SECTION I – SECURITIES OFFERED Introduction ............................................................................................................................................................. 1 Description of the Bonds ......................................................................................................................................... 1 Optional Redemption
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