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Successor Agency to the Redevelopment NEW ISSUE—BOOK-ENTRY ONLY RATING: S&P: “AA-” See “Rating” herein. In the opinion of Quint & Thimmig LLP, Larkspur, California, Bond Counsel, subject to compliance by the Successor Agency with certain covenants, interest on the 2017 Bonds is excludable from gross income of the owners thereof for federal income tax purposes and is not included as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations, but such interest is taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. In addition, in the opinion of Bond Counsel, interest on the 2017 Bonds is exempt from personal income taxation imposed by the State of California. See “TAX MATTERS” herein. $33,020,000 SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF BURBANK TAX ALLOCATION REFUNDING BONDS, SERIES 2017 (Los Angeles County, California) Dated: Date of Delivery Due: December 1, as shown on the inside cover hereof Purpose. The Successor Agency to the Redevelopment Agency of the City of Burbank Tax Allocation Refunding Bonds, Series 2017 (the “2017 Bonds”), are being issued by the Successor Agency to the Redevelopment Agency of the City of Burbank (the “Successor Agency”) pursuant to the provisions of Section 34177.5 of the California Health and Safety Code and Section 53580 et seq. of the California Government Code, a resolution adopted by the Successor Agency, and an Indenture of Trust, dated as of April 1, 2015, by and between the Successor Agency and Wells Fargo Bank, N.A., as trustee (the “Trustee”), as supplemented and amended pursuant to a First Supplemental Indenture of Trust, dated as of November 1, 2017, by and between the Successor Agency and the Trustee (as so supplemented and amended, the “Indenture”) . The 2017 Bonds are being issued to (a) refinance certain outstanding bonds issued by the former Redevelopment Agency of the City of Burbank, (b) purchase a debt service reserve policy to be issued by Build America Mutual Assurance Company (“BAM”), and (c) pay for the costs of issuing the 2017 Bonds. Book-Entry; Payments. The 2017 Bonds will be delivered as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”), and will be available to ultimate purchasers (“Beneficial Owners”) in the denomination of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC. Beneficial Owners will not be entitled to receive delivery of bonds representing their ownership interest in the 2017 Bonds. Principal of, and semiannual interest on the 2017 Bonds due on June 1 and December 1 of each year, commencing June 1, 2018, will be payable by the Trustee to DTC for subsequent disbursement to DTC participants, so long as DTC or its nominee remains the registered owner of the 2017 Bonds. See “THE 2017 BONDS.” Redemption. The 2017 Bonds are subject to redemption prior to maturity. See “THE 2017 BONDS – Redemption” herein. Security; Parity Debt. The 2017 Bonds are secured by a pledge and lien on all of the Tax Revenues (as defined in this Official Statement) and moneys in certain funds and accounts established under the Indenture, as further described in this Official Statement. See “SECURITY FOR THE 2017 BONDS” herein. The payment of debt service on the 2017 Bonds is payable on a parity with the $41,020,000 original principal amount of Successor Agency to the Redevelopment Agency of the City of Burbank Tax Allocation Refunding Bonds, Series 2015 (the “2015 Bonds”), currently outstanding in the principal amount of $32,175,000. In addition to the 2015 Bonds and the 2017 Bonds, the Successor Agency may issue or incur additional secured by pledge and lien on Tax Revenues on a parity with the 2015 Bonds and the 2017 Bonds, but only for the purpose of refunding the 2015 Bonds, the 2017 Bonds and any future parity debt. See “THE 2017 BONDS – Parity Debt” herein. Limited Obligations. The 2017 Bonds and interest thereon are not a debt of the City of Burbank (the “City”), Los Angeles County (the “County”), the State of California (the “State”) or any of their political subdivisions except the Successor Agency, and none of the City, the County, the State nor any of their political subdivisions except the Successor Agency is liable thereon. The 2017 Bonds and interest thereon are not payable out of any funds or properties other than those set forth in the Indenture. Neither the members of the Successor Agency, the Oversight Board (defined herein), the City Council, the County Board of Supervisors nor any persons executing the 2017 Bonds are liable personally on the 2017 Bonds. The Successor Agency has no taxing power. MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES AND PRICES OR YIELDS SEE THE INSIDE COVER HEREOF This cover page and the inside cover page hereof contain information for quick reference only. They are not intended to be a summary of all factors relating to an investment in the 2017 Bonds. Investors should review the entire Official Statement before making any investment decision with respect to the 2017 Bonds. The 2017 Bonds are offered, when, as and if issued, subject to the approval of Quint & Thimmig LLP, Larkspur, California, Bond Counsel to the Successor Agency. Certain legal matters will be passed on for the Successor Agency by Jones Hall, A Professional Law Corporation, San Francisco, California, as Disclosure Counsel to the Successor Agency. Certain legal matters will be passed on for the Successor Agency by the Office of the City Attorney, acting as general counsel to the Successor Agency, and for the Underwriters by Nossaman LLP, Irvine, California. It is anticipated that the 2017 Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about November 1, 2017. Dated: September 28, 2017 !" #$%&%" !'#() *&+,!-#+*. -%,+/0 1 !"# $!%"&"%""" !'"""( "'#&"( )# !"* !%!"+%""" ,'""" "'*#" -& !"!" !%!&+%""" .'""" '"+" /. !"! %.0+%""" +'""" '#" ! !"!! !%"!"%""" +'""" ',." 1* !"!, !%,"%""" +'""" '.&" 2, !"!. *,"%""" +'""" '&+" 22 !"!+ 0!"%""" +'""" '#," 2* !"!& 0++%""" +'""" '**" 2 0 !"!0 0*"%""" +'""" !'&" 23+ !"!# #,"%""" +'""" !',"" 24! !"!* #0"%""" +'""" !'.," 25" !"," ,&+%""" !'0+" !'*+" 2 . !"," ++"%""" +'""" !'+." 26# !", *++%""" ,',0+ !'*," 27. !",! *#+%""" ,'""" ,'+" 28 !",, %""%""" ,'""" ,'*" 29* !",. %".+%""" ,'""" ,'!+" 20 !",+ %"0+%""" ,'!+ ,',"" 2:+ !",& %"%""" ,'!+ ,',+" 2" !",0 %.+%""" ,'!+" ,'.!" 2;# $0%0,"%""" ,',0+( < !"0 2 % !".,% ,'+0"(% !"#! 2& = = % !"!0 ' >? !"0% 5 @ % > A = 2A ' ? @ 5 @ % B?? > ?= = 2A C ;' : ? ? > ? B A = ? = ? ' SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF BURBANK BURBANK, CALIFORNIA SUCCESSOR AGENCY Will Rogers, Chair Emily Gabel-Luddy, Board Member Bob Frutos, Board Member Sharon Springer, Board Member Jess Talamantes, Board Member SUCCESSOR AGENCY STAFF Ron Davis, Executive Director Zizette Mullins, Secretary Amy Albano, Successor Agency Counsel Cindy Giraldo, Financial Services Director, City of Burbank and Successor Agency Implementing Official SPECIAL SERVICES Municipal Advisor Ross Financial San Francisco, California Bond Counsel Quint & Thimmig LLP Larkspur, California Disclosure Counsel Jones Hall, A Professional Law Corporation San Francisco, California Fiscal Consultant HdL Coren & Cone Diamond Bar, California Trustee and Escrow Bank Wells Fargo Bank, N.A. Los Angeles, California Verification Agent Samuel Klein and Company, Certified Public Accountants New York, New York [THIS PAGE INTENTIONALLY LEFT BLANK] TABLE OF CONTENTS Page INTRODUCTION ......................................................................................................................................... 1 Authority and Purpose ........................................................................................................................... 1 The City, the Former Agency and the Successor Agency ..................................................................... 2 The Redevelopment Plans and the Burbank Projects ........................................................................... 3 Tax Allocation Financing ....................................................................................................................... 4 Authority to Issue Refunding Bonds ...................................................................................................... 5 Security for the 2017 Bonds .................................................................................................................. 5 Limited Obligation .................................................................................................................................. 6 Parity Debt ............................................................................................................................................. 7 Debt Service Reserve Account ............................................................................................................. 7 Professionals Involved in the Offering ................................................................................................... 7 Further Information ................................................................................................................................ 8 REFUNDING PLAN ....................................................................................................................................
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