$668,130,000 Department of Water and Power of the City of Los
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NEW ISSUE – FULL BOOK-ENTRY-ONLY RATINGS: Fitch: “AA-” Moody’s: “Aa3” Standard & Poor’s: “AA-” (See “RATINGS” herein) In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Department, based on an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series B Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986. In the further opinion of Bond Counsel, interest on the Series B Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Bond Counsel is of the opinion that interest on the Series A Bonds is not excluded from gross income for federal income tax purposes. Bond Counsel is also of the opinion that interest on the Series A/B Bonds is exempt from State of California personal income taxes. 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 Series A/B Bonds. See “TAX MATTERS” herein. $668,130,000 Department of Water and Power of the City of Los Angeles Power System Revenue Bonds $616,000,000 $52,130,000 2010 Series A 2010 Series B (Federally Taxable – Direct Payment - Build America Bonds) Dated: Date of Delivery Due: As shown on the inside front cover This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of this issue. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. Capitalized terms used on this cover page not otherwise defined shall have the meanings set forth herein. The Department of Water and Power of the City of Los Angeles Power System Revenue Bonds, 2010 Series A (the “Series A Bonds”) and the Department of Water and Power of the City of Los Angeles Power System Revenue Bonds, 2010 Series B (the “Series B Bonds” and together with the Series A Bonds, the “Series A/B Bonds”) will be issued by the Department of Water and Power of the City of Los Angeles (the “Department”) to provide funds to pay costs of Capital Improvements to the Power System, to refund certain outstanding bonds of the Department and to pay certain Costs of Issuance of the Series A/B Bonds. See “APPLICATION OF PROCEEDS.” Interest on the Series A/B Bonds is payable on each January 1 and July 1, commencing January 1, 2011. The Series A/B Bonds will be dated the date of original delivery and will mature in the principal amount and in the years and bear interest at the respective rates of interest per annum, all set forth on the inside front cover. The Series A/B Bonds will be issued in fully registered form and will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Individual purchases of interests in the Series A/B Bonds will be made in book-entry form only, in the principal amount of $5,000 or any integral multiple thereof for sales within the United States. For sales made outside the United States, the minimum purchase and trading amount is 20 units (20 Series A/B Bonds in an aggregate principal amount of $100,000) as described herein. Purchasers of such interests will not receive physical certificates representing their interests in the Series A/B Bonds purchased. Principal of and interest and premium, if any, on the Series A/B Bonds are payable directly to DTC by the Treasurer of the City of Los Angeles, as fiscal agent. Upon receipt of such payments, DTC is obligated in turn to remit such payments to the DTC Participants for subsequent disbursement to the Beneficial Owners of the Series A/B Bonds, as described herein. Beneficial owners’ rights will be governed as to such payments, the receipt of notices (including any notice of redemption) and other communications and various other matters by the rules and operating procedures applicable to the DTC book-entry system, as described herein. Beneficial interests in the Series A/B Bonds may be held through DTC, Clearstream, Luxembourg or Euroclear Bank as operator of the Euroclear System, directly as a participant or indirectly through organizations that are participants in such systems. See APPENDIX C — “DTC BOOK-ENTRY SYSTEM AND GLOBAL CLEARANCE PROCEDURES.” The Series A/B Bonds are being offered for sale in those jurisdictions in the United States of America, Europe, Asia and elsewhere where it is lawful to make such offers. The distribution of this Official Statement and the offering, sale and delivery of the Series A/B Bonds in certain jurisdictions is restricted by law. See “INFORMATION CONCERNING OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS OUTSIDE THE UNITED STATES” in the introductory section of this Official Statement The Department currently intends to designate the Series A Bonds as direct payment “Build America Bonds” for purposes of the American Recovery and Reinvestment Act of 2009 (the “Recovery Act”). Subject to the Department’s compliance with certain requirements under the Recovery Act and the Internal Revenue Code of 1986, as amended (the “Code”), the Department expects to receive cash subsidy payments from the United States Treasury equal to 35% of the interest payable on the Series A Bonds. Such cash subsidy payments received by the Department will be deposited to the Power Revenue Fund. The Series A/B Bonds are subject to optional and mandatory sinking fund redemption prior to maturity as described herein. See “THE SERIES A/B BONDS — Optional Redemption” and “— Mandatory Redemption.” The Series A/B Bonds will be special obligations of the Department payable only from the Power Revenue Fund and not out of any other fund or moneys of the Department or the City of Los Angeles (the “City”). The Series A/B Bonds will not constitute or evidence an indebtedness of the City or a lien or charge on any property or the general revenues of the City. Neither the faith and credit nor the taxing power of the City will be pledged to the payment of the Series A/B Bonds. See “SOURCE OF PAYMENT.” The Series A/B Bonds are offered when, as and if issued and received by the Underwriters, subject to the approval of validity by Orrick, Herrington & Sutcliffe LLP,Bond Counsel to the Department, and to certain other conditions. Certain legal matters will be passed upon for the Department by the Office of the City Attorney of the City and by Orrick, Herrington & Sutcliffe LLP, Disclosure Counsel to the Department, and for the Underwriters by Nossaman LLP. It is expected that the Series A/B Bonds, in definitive form, will be available for delivery through the facilities of DTC in the United States and that DTC will deliver the Series A/B Bonds through Euroclear and Clearstream Luxembourg in Europe, on or about June 2, 2010. Series A Bonds Morgan Stanley J.P. Morgan Siebert Brandford Shank & Co., LLC Citi De La Rosa & Co. Goldman, Sachs & Co. Fidelity Capital Markets Ramirez & Co., Inc. Series B Bonds Morgan Stanley J.P. Morgan Backstrom McCarley Fidelity Capital Markets RBC Capital Markets Wells Fargo Berry & Co., LLC Securities Dated: May 20, 2010 MATURITY SCHEDULE $616,000,000 Department of Water and Power of the City of Los Angeles Power System Revenue Bonds, 2010 Series A (Federally Taxable – Direct Payment - Build America Bonds) $316,000,000 5.716% Term Bonds due July 1, 2039 - Yield 5.716% Price 100%; CUSIP No.† 544495UG7 $300,000,000 6.166% Term Bonds due July 1, 2040 - Yield 6.166% Price 100%; CUSIP No.† 544495UH5 $52,130,000 Department of Water and Power of the City of Los Angeles Power System Revenue Bonds, 2010 Series B Maturity Principal Interest CUSIP † Date Amount Rate Yield Price Numbers January 1, 2011 $1,100,000 2.000% 0.400% 100.926% 544495UJ1 July 1, 2011 230,000 2.000 0.600 101.505 544495UU6 July 1, 2012 5,200,000 2.000 0.820 102.429 544495UK8 July 1, 2013 6,925,000 4.000 1.290 108.157 544495UL6 July 1, 2014 5,485,000 5.000 1.680 113.039 544495UM4 July 1, 2015 2,085,000 2.100 2.100 100.000 544495UN2 July 1, 2015 2,620,000 5.000 2.100 113.904 544495UV4 July 1, 2018 4,575,000 3.000 2.980 100.141 544495UP7 July 1, 2018 1,090,000 5.000 2.980 114.408 544495UW2 July 1, 2019 5,650,000 5.000 3.160 114.423 544495UQ5 July 1, 2020 2,360,000 4.000 3.320 105.783 544495UR3 July 1, 2020 2,910,000 5.000 3.320 114.290 544495UX0 July 1, 2021 2,265,000 3.375 3.420 99.585 544495US1 July 1, 2021 3,915,000 5.000 3.420C 113.373C 544495UY8 July 1, 2022 5,720,000 5.000 3.520C 112.465C 544495UT9 C – Priced to July 1, 2020 Call Date DEPARTMENT OF WATER AND POWER OF THE CITY OF LOS ANGELES 111 North Hope Street Los Angeles, California 90012 BOARD OF WATER AND POWER COMMISSIONERS LEE KANON ALPERT, President VACANT, Vice President FORESCEE HOGAN-ROWLES JONATHAN PARFREY THOMAS S.