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Water Revenue Bonds Series 2015 a and B

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Water Revenue Bonds Series 2015 a and B NEW ISSUE Ratings: Moody's Aa2 Book-Entry Only Standard & Poor's AA+ Fitch AA+ CITY OF NORFOLK, VIRGINIA $29,660,000 $54,020,000 Water Revenue Bonds, Water Revenue Refunding Bonds, Series 2015A Series 2015B Dated: Date of Delivery Due: November 1, as shown on the inside cover The City of Norfolk, Virginia (the "City"), prepared this Official Statement to provide information on the above-referenced bonds (the "2015 Bonds"). This cover page presents a summary of selected information for your convenience and does not provide a complete description of the 2015 Bonds. To make an informed decision regarding the 2015 Bonds, you should read this Official Statement in its entirety. Tax Matters In the opinion of Bond Counsel, under current law and assuming the compliance with certain covenants by the City and the accuracy of certain representations and certifications made by certain City officials and other persons and entities described in "TAX MATTERS" herein, interest on the 2015 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 2015 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 2015 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 2015 Bonds. See the section herein "TAX MATTERS" regarding other tax considerations. Security The 2015 Bonds are limited obligations of the City payable solely from Net Revenues derived from the City's water system and other funds pledged for their payment under the terms of the Indenture. Neither the faith and credit of the Commonwealth of Virginia nor the faith and credit of any county, city, town or other political subdivision of the Commonwealth of Virginia, including the City, is pledged to the payment of principal of, premium, if any, or interest on the 2015 Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS" herein. Redemption See inside cover of this Official Statement and the section entitled "DESCRIPTION OF THE BONDS – Redemption," for a description of the redemption provisions with respect to the 2015 Bonds. Authorization Ordinance No. 45,693 enacted by the City Council on September 9, 2014, and Ordinance No. 45,871 enacted by the City Council on March 10, 2015. Purpose The proceeds of the 2015 Bonds will be used, together with other available funds (i) to finance certain costs of acquiring, constructing and equipping capital improvements to the City's water system, (ii) to refund certain outstanding water revenue bonds of the City and (iii) to pay certain costs of issuance of the 2015 Bonds. See "SOURCES AND USES OF FUNDS" herein. Interest Payment Dates Semi-annually on May 1 and November 1, beginning November 1, 2015. Registration Book-Entry Only; The Depository Trust Company. See "DESCRIPTION OF THE BONDS – Book-Entry Only System" and Appendix H herein. Denomination $5,000 or multiples thereof. Closing/Delivery Date On or about April 16, 2015. Bond Counsel McGuireWoods LLP, Richmond, Virginia. Financial Advisor Public Financial Management, Inc., Arlington, Virginia. Underwriter's Counsel Kaufman & Canoles, a Professional Corporation, Norfolk, Virginia. Registrar/Paying Agent U.S. Bank National Association. Issuer Contact Director of Finance of the City. (757) 664-4346. CITIGROUP BofA Merrill Lynch Piper Jaffray & Co. Dated: April 1, 2015 CITY OF NORFOLK, VIRGINIA $29,660,000 WATER REVENUE BONDS, SERIES 2015A MATURITY, AMOUNT, INTEREST RATE, PRICE AND YIELD $29,660,000 5.250% Term 2015A Bonds due November 1, 2044, Priced at 118.183%∗ to yield 3.040%∗ CUSIP** Number 656009 KM8 ____________________ ∗ Priced to first optional redemption date of November 1, 2024. Optional Redemption for the 2015A Bonds. The 2015A Bonds are subject to redemption before maturity at the option of the City at any time on or after November 1, 2024, from any money available for such purpose, in whole or in part (in increments of $5,000), at par plus accrued and unpaid interest to the date fixed for redemption. Mandatory Redemption for the 2015A Bonds. The 2015A Bonds are subject to mandatory redemption in part, on November 1 in the years and in the amounts set forth below: Year Redemption Amount Year Redemption Amount 2039 $1,485,000 2042 4,670,000 2040 1,565,000 2043 8,525,000 2041 4,430,000 2044 (final maturity) 8,985,000 $54,020,000 WATER REVENUE REFUNDING BONDS, SERIES 2015B MATURITIES, AMOUNTS, INTEREST RATES, PRICES AND YIELDS Year Of Maturity Principal Interest CUSIP** (November 1) Amount Rate Price Yield Number 2019 $ 235,000 5.000% 116.265% 1.300% 656009 LH8 2020 700,000 5.000 118.778 1.460 656009 KN6 2021 1,000,000 5.000 120.554 1.670 656009 KP1 2022 1,325,000 5.000 122.235 1.830 656009 KQ9 2023 2,160,000 5.000 123.712 1.970 656009 KR7 2024 2,295,000 5.000 124.955 2.100 656009 KS5 2025 2,410,000 5.000 126.000 2.220 656009 KT3 2026 2,560,000 5.250 128.581 2.400 656009 KU0 2027 2,700,000 5.250 128.824 2.550 656009 KV8 2028 2,880,000 5.250 125.134* 2.520 656009 KW6 2029 3,030,000 5.250 124.504* 2.580 656009 KX4 2030 3,420,000 5.250 123.775* 2.650 656009 KY2 2031 3,410,000 5.250 122.947* 2.730 656009 KZ9 2032 3,625,000 5.250 122.331* 2.790 656009 LA3 2033 3,830,000 5.250 121.719* 2.850 656009 LB1 2034 4,075,000 5.250 121.313* 2.890 656009 LC9 2035 4,320,000 5.250 121.009* 2.920 656009 LD7 2036 3,150,000 5.250 120.807* 2.940 656009 LE5 2037 3,345,000 5.250 120.706* 2.950 656009 LF2 2038 3,550,000 5.250 120.505* 2.970 656009 LG0 ____________________ ∗ Priced to first optional redemption date of November 1, 2025. Optional Redemption for the 2015B Bonds. The 2015B Bonds maturing on or before November 1, 2027, are not subject to redemption before maturity. The 2015B Bonds maturing on or after November 1, 2028, are subject to redemption before maturity at the option of the City at any time on or after November 1, 2025, from any money available for such purpose, in whole or in part (in increments of $5,000), at par plus accrued and unpaid interest to the date fixed for redemption. ** See the last paragraph on page (ii) regarding the use of CUSIP information in this Official Statement. CITY OF NORFOLK, VIRGINIA CITY COUNCIL Paul D. Fraim, Mayor Angelia M. Williams Graves, 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 Kristen M. Lentz, P.E., Director of Utilities Bernard A. Pishko, City Attorney ____________________ BOND COUNSEL FINANCIAL ADVISOR McGuireWoods LLP Public Financial Management, Inc. Richmond, Virginia Arlington, Virginia CONSULTING ENGINEER Black & Veatch Chesterfield, Missouri (i) ____________________ The 2015 Bonds are exempt from registration under the Securities Act of 1933, as amended. The 2015 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 2015 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 2015 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. ____________________ Third parties may engage in transactions that stabilize, maintain or otherwise affect the price of the 2015 Bonds, including transactions to (i) overallot in arranging the sales of the 2015 Bonds and (ii) make purchases in sales of the 2015 Bonds, for long or short accounts, on a when-issued basis or otherwise, at such prices, in such amounts and in such manner as such parties may determine. Such stabilization, if commenced, may be discontinued at any time. The Underwriters, as hereinafter defined, 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.
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