Series 2007A Fastracks Sales Tax Revenue Refunding Bonds
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NEW ISSUE—BOOK-ENTRY ONLY RATINGS: Insured Underlying Moody’s: “Aaa” “Aa3” Fitch: “AAA” “AA-” S & P: “AAA” “AA+” See “RATINGS” In the opinion of Sherman & Howard L.L.C., Bond Counsel, assuming continuous compliance with certain covenants described herein, interest on the Bonds is excluded from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date of delivery of the Bonds (the “Tax Code”), interest on the Bonds is excluded from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code except that such interest is required to be included in calculating the “adjusted current earnings” adjustment applicable to corporations for purposes of computing the alternative minimum taxable income of corporations, and interest on the Bonds is excluded from Colorado taxable income and Colorado alternative minimum taxable income under Colorado income tax laws in effect on the date of delivery of the Bonds as described herein. See “TAX MATTERS.” $363,725,000 REGIONAL TRANSPORTATION DISTRICT (Colorado) Sales Tax Revenue Refunding Bonds (FasTracks Project) Series 2007A Dated: Date of Delivery Due: November 1, as shown below The Bonds are issued and secured pursuant to an Indenture of Trust dated as of May 1, 2007 (the “Indenture”) between the Regional Transportation District (the “District” or “RTD”) and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”). Principal and the final installment of interest on the Bonds are payable upon presentation and surrender thereof to, and all other interest (due November 1, 2007, and each May 1 and November 1 thereafter) is payable by, the Trustee, as paying agent, by check or draft to the registered owners of the Bonds. The Bonds are issuable in registered form and are initially to be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, as securities depository for the Bonds. Purchases by beneficial owners of the Bonds are to be made in book-entry form in the principal amount of $5,000 or any integral multiple thereof. Beneficial owners are not to receive certificates evidencing their interests in the Bonds. See “THE BONDS – Book Entry Form.” The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Bonds by FINANCIAL SECURITY ASSURANCE INC. The Bonds mature, bear interest and are priced to yield as follows: MATURITY SCHEDULE (CUSIP 6-digit issue number: 759136) Principal Interest Principal Interest Maturity Amount Rate Yield(1) CUSIP© (2) Maturity Amount Rate Yield(1) CUSIP© (2) 2007 $200,000 4.000% 3.580% MN1 2022 $ 720,000 4.500% 4.400%(3) ND2 2008 405,000 4.000 3.610 MP6 2023 750,000 4.500 4.430(3) NE0 2009 425,000 4.000 3.620 MQ4 2024 785,000 4.500 4.440(3) NF7 2010 440,000 4.000 3.660 MR2 2025 820,000 4.500 4.450(3) NG5 2011 460,000 4.250 3.680 MS0 2026 860,000 4.500 4.460(3) NH3 2012 475,000 4.250 3.720 MT8 2027 895,000 4.500 4.470(3) NJ9 2013 495,000 4.000 3.760 MU5 2028 935,000 4.500 4.480(3) NK6 2014 515,000 4.000 3.790 MV3 2029 980,000 4.500 4.480(3) NL4 2015 540,000 4.250 3.840 MW1 2030 56,375,000 4.500 4.480(3) NM2 2016 560,000 4.250 3.900 MX9 2031 33,915,000 4.500 4.520 NN0 2017 585,000 4.250 3.950 MY7 2032 36,535,000 4.500 4.530 NP5 2018 610,000 4.250 4.040(3) MZ4 2033 64,300,000 4.500 4.530 NQ3 2019 635,000 4.000 4.130 NA8 2034 67,195,000 4.500 4.540 NR1 2020 660,000 4.250 4.250 NB6 2035 70,220,000 4.500 4.550 NS9 2021 690,000 4.500 4.340(3) NC4 2036 20,745,000 4.500 4.560 NT7 __________________________ (1) This information is not provided by the District. (2) The District takes no responsibility for the accuracy of CUSIP numbers, which are included solely for the convenience of the owners of the Bonds. (3) Priced to the par call on November 1, 2017. The Bonds are subject to redemption prior to their respective maturity dates as more fully described herein under “THE BONDS - Redemption.” The Bonds are issued for the purpose of refunding, paying and discharging certain of the District’s outstanding sales tax revenue bonds. The Bonds are special and limited obligations of the District payable solely from and secured by (a) a non-exclusive first lien upon the revenues received by the District from its 0.4% sales tax, (b) a non-exclusive subordinate lien upon the revenues received by the District from an additional 0.6% sales tax and (c) moneys and investments held in certain accounts created under the Indenture. The Bonds do not constitute a general obligation of the District within the meaning of any constitutional or statutory debt limitation or provision and are not payable in whole or in part from the proceeds of ad valorem property taxes. See “SECURITY FOR THE BONDS.” This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors should read this entire Official Statement to obtain information essential to making an informed investment decision. The Bonds are offered when, as and if executed and delivered and accepted by the Underwriter and subject to the approving legal opinion of Sherman & Howard L.L.C., Denver, Colorado, as Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the District by its General Counsel, Marla Lien, Esq.; and for the Underwriter by Hogan & Hartson LLP, Denver, Colorado. It is expected that the Bonds in book-entry form will be available for deposit with The Depository Trust Company and delivery in New York, New York, on or about May 1, 2007. MERRILL LYNCH & CO. The date of this Official Statement is April 4, 2007. REGIONAL TRANSPORTATION DISTRICT 1600 Blake Street Denver, Colorado 80202 BOARD OF DIRECTORS Director Directors Districts Christopher Martinez, Chairman District B William M. Christopher, First Vice Chairman District J O’Neill P. Quinlan, Second Vice Chairman District G Barbara J. Brohl, Secretary District D M. Lee Kemp, Treasurer District I Noel Busck District K Juanita Chacon District C Bruce Daly District N William W. Elfenbein District A Daryl Kinton District H William G. McMullen District E Wallace Pulliam District L David Ruchman District M John L. Tayer District O Barbara Yamrick District F _________________ General Manager Clarence W. Marsella _________________ General Counsel to Board of Directors and the District Marla Lien, Esq. Bond Counsel Sherman & Howard L.L.C. Denver, Colorado Financial Advisor Public Financial Management Newport Beach, California No dealer, salesman or other person has been authorized to give any information or to make any representation with respect to the Bonds that is not 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 District, Public Financial Management (the “Financial Advisor”) or the underwriter listed on the cover page (the “Underwriter”). The information contained in this Official Statement is subject to change, and neither the delivery of this Official Statement nor any sale made after any such delivery creates any implication that there has been no change since the date of this Official Statement. This Official Statement does not constitute an offer to sell or the solicitation of any offer to buy, and there is to be no sale of any 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 Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has 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 Underwriter does not guarantee the accuracy or completeness of such information. Other than with respect to information concerning Financial Security Assurance Inc. (the “Bond Insurer”) contained under the caption “SECURITY FOR THE BONDS – Bond Insurance Policy” and APPENDIX F – Specimen Municipal Bond Insurance Policy and APPENDIX G – Specimen Municipal Bond Debt Service Reserve Insurance Policy herein, none of the information in this Official Statement has been supplied or verified by the Bond Insurer and the Bond Insurer makes no representation or warranty, express or implied, as to (i) the accuracy or completeness of such information; (ii) the validity of the Bonds; or (iii) the tax exempt status of the interest on the Bonds. TABLE OF CONTENTS Page INTRODUCTION .......................................................................................................................... 1 THE BONDS .................................................................................................................................. 3 Authority..................................................................................................................................... 3 Description.................................................................................................................................. 4 Debt Service Requirements ........................................................................................................ 4 Redemption................................................................................................................................. 6 Payment and Registration ..........................................................................................................