Livermore 1996 Refunding
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NEW ISSUE — BOOK-ENTRY ONLY RATING: Standard & Poor's: “AA (Stable Outlook)” (See “MISCELLANEOUS — Rating” herein). In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Special Counsel, subject, however to certain qualifications described herein, under existing law, the portion of lease payments designated as and comprising interest and received by the owners of the Certificates is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although for the purpose of computing the alternative minimum tax imposed on certain corporations, such interest is taken into account in determining certain income and earnings. In the further opinion of Special Counsel, such interest is exempt from California personal income taxes. See “LEGAL MATTERS - Tax Matters” herein. $17,470,000 2011 CERTIFICATES OF PARTICIPATION Evidencing and Representing Proportionate Undivided Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF LIVERMORE (Alameda County, California) to the LIVERMORE CAPITAL PROJECTS FINANCING AUTHORITY Dated: Date of Delivery Due: August 1, as shown on inside cover hereof The Certificates are being executed and delivered pursuant to the provisions of a Trust Agreement, dated as of June 1, 2011, among the Livermore Capital Projects Financing Authority (the “Authority”), the City of Livermore (the “City”) and Union Bank, N.A., as Trustee, to provide funds for certain capital projects, and pay related costs of financing, all as more particularly described herein. Each Certificate represents a direct, undivided fractional interest of the owner thereof in the Lease Payments to be made by the City to the Authority under a Lease Agreement, dated as of June 1, 2011, by and between the Authority and the City, pursuant to which the Authority will lease certain real property to the City. Interest with respect to Certificates is payable semiannually on February 1 and August 1 of each year, commencing February 1, 2012. Principal is payable on August 1 as shown on the inside cover hereof. The Certificates will be executed and delivered as fully registered certificates and will initially be subject to a book-entry system (as described herein) of registration and transfer. Under the book-entry system, the Certificates, when delivered, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository of the Certificates. The beneficial ownership interests of individual purchasers of the Certificates will be recorded through the records of a DTC Participant, as described herein, in amounts equal to $5,000 or an integral multiple thereof. Individual purchasers will not receive securities certificates representing their beneficial ownership interests in the Certificates purchased. On and after August 1, 2020, the Certificates will be subject to optional prepayment prior to maturity, as described herein. The Certificates are also subject to mandatory sinking fund prepayment and prepayment from net proceeds of insurance and condemnation, as described herein. THE OBLIGATION OF THE CITY TO MAKE LEASE PAYMENTS DOES NOT CONSTITUTE AN OBLIGATION OF THE CITY FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION, OR FOR WHICH THE CITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. NEITHER THE CERTIFICATES NOR THE OBLIGATION OF THE CITY TO MAKE ITS LEASE PAYMENTS CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION OR A PLEDGE OF THE FAITH AND CREDIT OF THE CITY, THE AUTHORITY OR THE STATE OF CALIFORNIA, OR ANY OF ITS POLITICAL SUBDIVISIONS. The following firm, serving as financial advisor, has structured this issue . The maturity schedule for the Certificates appears on the inside cover hereof. The Certificates were sold by competitive bid on June 16, 2011 at a true interest cost of 5.034% in accordance with the provisions of the Official Notice of Sale, dated May 27, 2011. The Certificates will be offered when, as and if executed and delivered and accepted by the Underwriter, subject to approval as to legality by Jones Hall, A Professional Law Corporation, San Francisco, California, Special Counsel and to certain other conditions. Special Counsel will also provide a disclosure opinion to the City and the Underwriter. It is anticipated that the Certificates, in book-entry form, will be available for delivery through The Depository Trust Company Book-Entry System in New York, New York on or about June 30, 2011. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY. INVESTORS MUST READ THIS ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. June 16, 2011 MATURITY SCHEDULE (Base CUSIP (a) No.: 538164-) Maturity Principal Interest Price CUSIP Maturity Principal Interest Price CUSIP (August 1) Amount Rate or Yield Suffix (August 1) Amount Rate or Yield Suffix 2013 $330,000 3.00% 1.00% GP3 2025 $490,000 4.25% 4.40% HB3 2014 340,000 3.00 1.30 GQ1 2026 515,000 4.50 4.60 HC1 2015 350,000 3.00 1.75 GR9 2027 540,000 4.70 4.80 HL1 2016 360,000 3.00 2.10 GS7 2028 565,000 4.75 4.90 HM9 2017 370,000 3.00 2.50 GT5 2029 590,000 5.00 5.00 HN7 2018 380,000 3.00 2.80 GU2 2030 625,000 5.00 5.05 HP2 2019 395,000 3.10 3.10 GV0 2031 655,000 5.00 5.08 HD9 2020 405,000 3.40 3.40 GW8 2032 690,000 5.00 5.12 HE7 2021 420,000 3.60 3.60 GX6 2033 725,000 5.00 5.16 HF4 2022 435,000 3.80 3.80 GY4 2034 760,000 5.00 5.20 HG2 2023 455,000 4.00 4.00 GZ1 2035 800,000 5.25 5.25 HH0 2024 470,000 4.00 4.20 HA5 2036 845,000 5.25 5.30 HJ6 $4,960,000 5.25% Term Certificates due August 1, 2041, Priced to Yield 5.35%; CUSIP Suffix: HK3 (a) CUSIP is a registered trademark of the American Bankers Association. CUSIP data on the cover hereof is provided by CUSIP Global Services, managed by Standard & Poor’s Financial Services LLC on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. The City, the Authority, the Financial Advisor and the Underwriter are not responsible for the selection or correctness of the CUSIP numbers set forth herein. No dealer, broker, salesperson or other person has been authorized by the City of Livermore (the “City”) to give any information or to make any representations with respect to the Certificates other than those contained herein and, if given or made, such other information or representation 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 Certificates by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the Certificates. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of facts. The summaries and references to documents, statutes, and constitutional provisions referred to herein do not purport to be comprehensive or definitive, and are qualified in their entirety by reference to each such documents, statutes, and constitutional provisions. The information set forth herein has been obtained from either the books and records of the City or from sources which are believed to be reliable. The information and expression of opinions herein are subject to change without notice and neither 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 hereof. This Official Statement is submitted in connection with the sale of the Certificates referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. Certain statements included or incorporated by reference in this Official Statement constitute forward-looking statements. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “project,” “budget” or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. No assurance is given that actual results will meet the forecasts of the City in any way, regardless of the level of optimism communicated in the information. The City is not obligated to issue any updates or revisions to the forward-looking statements if or when its expectations, or events, conditions or circumstances on which such statements are based occur. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.