GO Bonds Series 2014 C
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NEW ISSUE Bonds Ratings: Moody's Aa2 Book-Entry Only (See "Ratings" herein) CITY OF NORFOLK, VIRGINIA $58,510,000 General Obligation Refunding Bonds, Series 2014C Dated: Date of Delivery Due: As shown on the inside front cover The City of Norfolk, Virginia (the "City"), prepared this Official Statement to provide information on the above- referenced Series 2014C Bonds (the "Bonds"). This cover page presents a summary of selected information for your convenience and does not provide a complete description of the Bonds. To make an informed decision regarding the Bonds, this Official Statement should be read in its entirety. Tax Matters In the opinion of Bond Counsel, under current law and assuming the compliance with certain covenants by and the accuracy of certain representations and certifications of the City and other persons and entities described in the section herein "TAX MATTERS" interest on the Bonds (i) is excludable from the gross income of the owners thereof for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended, and (ii) is not a specific item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. However, interest on the Bonds must be included in the adjusted current earnings of certain corporations for purposes of computing the federal alternative minimum tax imposed on such corporations and may be subject to other federal income tax consequences as described in "TAX MATTERS." Bond Counsel is further of the opinion that interest on the Bonds is excludable from gross income for purposes of income taxation by the Commonwealth of Virginia. Bond Counsel expresses no opinion regarding any other tax consequence related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. See the section herein "TAX MATTERS" regarding other tax considerations. Security The Bonds are general obligations of the City. See the section herein "SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS." Redemption The Bonds are not subject to redemption prior to maturity. See the section herein "DESCRIPTION OF THE BONDS." Authorization Ordinance No. 45,692 adopted by the City Council of the City on September 9, 2014. Purpose The proceeds of the Bonds will be used (i) to refund, in advance of their first optional redemption dates, certain outstanding general obligation bonds of the City and (ii) to pay the underwriters' discount and costs of issuance of the Bonds. See the section herein "APPLICATION OF PROCEEDS OF THE BONDS." Interest Payment Dates Interest on the Bonds will be payable semi-annually on February 1 and August 1, commencing February 1, 2015. Registration Book-Entry Only; The Depository Trust Company. See Appendix D "BOOK-ENTRY ONLY SYSTEM." Denomination $5,000 or multiples thereof. Closing/Delivery Date On or about September 30, 2014. Bond Counsel McGuireWoods LLP, Richmond, Virginia. Underwriters' Counsel Kaufman & Canoles, a Professional Corporation, Norfolk, Virginia. Financial Advisor Public Financial Management, Inc., Arlington, Virginia. Registrar/Paying Agent Director of Finance of the City. Issuer Contact Director of Finance of the City. (757) 664-4346. RBC Capital Markets Wells Fargo Securities Dated: September 16, 2014 CITY OF NORFOLK, VIRGINIA $58,510,000 General Obligation Refunding Bonds, Series 2014C (Base CUSIP Number 655867) MATURITIES, AMOUNTS, INTEREST RATES, YIELDS AND PRICES Principal Interest CUSIP* Maturity Date Amount Rate Yield Price Suffix 2/1/2015 $1,180,000 2.000% 0.130% 100.628% SU4 8/1/2016 135,000 2.000 0.320 103.072 SV2 8/1/2017 135,000 2.000 0.650 103.787 SW0 8/1/2018 140,000 3.000 0.950 107.703 SX8 8/1/2019 145,000 3.000 1.260 108.137 SY6 8/1/2020 2,350,000 2.000 1.580 102.331 SZ3 8/1/2021 8,075,000 4.000 1.860 113.675 TA7 8/1/2022 2,255,000 4.000 2.140 113.350 TB5 8/1/2022 5,800,000 5.000 2.140 120.529 TH2 8/1/2023 7,765,000 4.000 2.330 113.264 TC3 8/1/2024 7,710,000 4.000 2.450 113.472 TD1 8/1/2025 7,655,000 4.000 2.560 113.548 TE9 8/1/2026 7,595,000 4.000 2.640 113.744 TF6 8/1/2027 7,570,000 5.000 2.690 124.930 TG4 NO REDEMPTION PRIOR TO MATURITY The Bonds are not subject to redemption prior to maturity. ____________________ A registered trademark of the American Bankers Association ("ABA"), used by Standard & Poor's ("S&P") in its operation of the CUSIP Service Bureau for the ABA. The above CUSIP (Committee on Uniform Securities Identification Procedures) numbers have been assigned by an organization not affiliated with the City, and the City is not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers are included solely for the convenience of bondholders and no representation is made as to the correctness of such CUSIP numbers. CUSIP numbers assigned to securities may be changed during the term of such securities based on a number of factors including, but not limited to, the refunding or defeasance of such securities or the use of secondary market financial products. The City has not agreed to, and there is no duty or obligation to, update this Official Statement to reflect any change or correction in the CUSIP numbers set forth above. CITY OF NORFOLK, VIRGINIA CITY COUNCIL Paul D. Fraim, Mayor Angelia M. Williams, Vice Mayor Mamie B. Johnson Thomas R. Smigiel Andrew A. Protogyrou Dr. Theresa W. Whibley Paul R. Riddick Barclay C. Winn ____________________ CITY OFFICIALS Marcus D. Jones, City Manager Alice M. Kelly, CPA, Director of Finance Bernard A. Pishko, City Attorney ____________________ BOND COUNSEL FINANCIAL ADVISOR McGuireWoods LLP Public Financial Management, Inc. Richmond, Virginia Arlington, Virginia (This Page Intentionally Left Blank) ____________________ The Bonds are exempt from registration under the Securities Act of 1933, as amended. The Bonds are also exempt from registration under the securities laws of the Commonwealth of Virginia. No dealer, broker, salesman or other person has been authorized by 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 representations must not be relied upon as having been authorized by the City. 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 an offer, solicitation or sale. This Official Statement is not to be construed as a contract or agreement between the City and the purchasers or owners of any of the Bonds. The information and expressions of opinion in this Official Statement are subject to change without notice, and neither the delivery of this Official Statement nor any sale made under it will, under any circumstances, create any implication that there has been no change in the affairs of the City since the respective dates as of which information is given herein. ____________________ RBC Capital Markets, LLC and Wells Fargo Bank, National Association (collectively, the "Underwriters") may engage in transactions that stabilize, maintain or otherwise affect the price of the Bonds, including transactions to (i) overallot in arranging the sales of the Bonds and (ii) make purchases in sales of the Bonds, for long or short accounts, on a when-issued basis or otherwise, at such prices, in such amounts and in such manner as the Underwriters may determine. Such stabilization, if commenced, may be discontinued at any time. 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 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. All quotations from, and summaries and explanations of, provisions of law and documents herein do not purport to be complete and reference is made to such laws and documents for full and complete statements of their provisions. Any statements made in this Official Statement involving estimates or matters of opinion, whether or not expressly so stated, are intended merely as estimates or opinions and not as representations of fact. This Official Statement contains statements which, to the extent they are not recitations of historical fact, constitute "forward-looking statements." In this respect, the words, "estimate," "project," "anticipate," "expect," "intend," "believe" and similar expressions are intended to identify forward- looking statements. A number of important factors affecting the City's financial results could cause actual results to differ materially from those stated in the forward-looking statements. (i) TABLE OF CONTENTS PART I THE BONDS ....................................... 1 MISCELLANEOUS .......................................... 11 DESCRIPTION OF THE BONDS ...................... 2 PART II CITY INDEBTEDNESS ................. 13 General ........................................................ 2 No Redemption Prior to Maturity ................ 2 Limitation on Incurrence of Debt .............. 13 Debt Outstanding ....................................... 14 AUTHORIZATION AND PURPOSES OF THE BONDS ........................................... 2 DEBT INCURRED BY OTHER GOVERNMENTAL ENTITIES .................. 19 PLAN OF REFUNDING ....................................