2010 Bonds Is Included in Gross Income for Federal Income Tax Purposes Pursuant to the Internal Revenue Code of 1986, As Amended
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NEW ISSUE / RATINGS (see RATINGS): Moody’s: Baa1 BOOK ENTRY ONLY S &P: A- Insured (Assured Guaranty Municipal Corp.): Moody’s: Aa3 (negative outlook) S & P: AAA (negative outlook) In the opinion of Hawkins Delafield & Wood LLP, Bond Counsel to the Authority, interest on the Series 2010 Bonds is included in gross income for Federal income tax purposes pursuant to the Internal Revenue Code of 1986, as amended. In addition, in the opinion of Bond Counsel, under existing statutes, the Series 2010 Bonds and the interest thereon are exempt from taxation by the State of Tennessee or any county or municipality thereof, except for inheritance, transfer and estate taxes and except to the extent such interest may be included within the measure of privilege taxes imposed pursuant to the laws of the State of Tennessee. See TAX MATTERS. $66,300,000 Metropolitan Nashville Airport Authority (Tennessee) Special Facility Revenue Bonds (MPC CONRAC LLC Project), Series 2010 Dated: Date of Delivery Due: July 1, as shown on the inside front cover The Metropolitan Nashville Airport Authority (the “Authority”) is issuing the Series 2010 Bonds, together with other available funds, to finance the development and construction of a new consolidated rental car facility and related improvements, including quick turnaround facilities (as further described herein, the “CONRAC Facility” or the “Project”) at the Nashville International Airport (the “Airport”), fund certain deposits to the Debt Service Reserve Fund and Coverage Fund, and pay certain costs of issuance of the Series 2010 Bonds. The Authority is issuing the Series 2010 Bonds pursuant to a resolution of the Authority adopted on November 18, 2009, and an Indenture dated as of February 1, 2010 (the “Indenture”) between the Authority and U.S. Bank National Association, Nashville, Tennessee, as Trustee (the “Trustee”). The Authority is (i) leasing the CONRAC Facility to MPC CONRAC LLC (“CONRAC LLC”), a special purpose entity created by the Authority, under a Special Facility Lease Agreement dated as of February 1, 2010, and (ii) leasing back the CONRAC Facility from CONRAC LLC under a Special Facility Sublease Agreement dated as of February 1, 2010. The Authority has entered into a Consolidated Rental Car Lease Agreement (collectively, the “CRC Lease Agreements”) with the rental car companies that will use the CONRAC Facility, which agreements provide for the collection and remittance of a customer facility charge collected from on-Airport rental car customers and certain other rentals payable by the rental car companies. The Series 2010 Bonds are payable (except to the extent payable from certain other moneys pledged therefor) from and secured by a pledge of certain rental payments derived from customer facility charges under the foregoing leases. The Series 2010 Bonds are limited obligations of the Authority and will not constitute or be a charge on any moneys or other property of the Authority not specifically pledged thereto by the Indenture or constitute or be an obligation of The Metropolitan Government of Nashville and Davidson County, Tennessee, or of any other governmental entity of the State of Tennessee other than the Authority. See SECURITY FOR THE SERIES 2010 BONDS. The Series 2010 Bonds will be issued in fully registered form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The ultimate purchasers of the Series 2010 Bonds will own them through the book-entry only system maintained by DTC. The Series 2010 Bonds will be issued in denominations of $5,000 and integral multiples thereof. So long as Cede & Co. is the registered owner of the Series 2010 Bonds, principal of, premium, if any, and interest on the Series 2010 Bonds will be payable by the Trustee to DTC. DTC in turn will remit such payments to its participants for subsequent disbursement to beneficial owners of the Series 2010 Bonds, as more fully described herein. Interest on the Series 2010 Bonds will be payable on each January 1 and July 1, commencing July 1, 2010. See THE SERIES 2010 BONDS. AN INVESTMENT IN THE SERIES 2010 BONDS INVOLVES CERTAIN RISKS. For more complete information with respect to the security and sources of payment for the Series 2010 Bonds and certain risks with respect thereto, see SECURITY FOR THE SERIES 2010 BONDS and CERTAIN INVESTMENT CONSIDERATIONS. The Series 2010 Bonds are subject to redemption prior to maturity as more fully described in THE SERIES 2010 BONDS - Redemption. The scheduled payment of principal of and interest on the Series 2010 Bonds when due will be guaranteed under a financial guaranty policy to be issued concurrently with the delivery of the Series 2010 Bonds by ASSURED GUARANTY MUNICIPAL CORP. (formerly known as Financial Security Assurance Inc.). This cover page contains certain information for quick reference only. It is not intended to be a summary of all factors relating to an investment in the Series 2010 Bonds. Investors are advised to read the Official Statement in its entirety before making an investment decision. The Series 2010 Bonds are offered when, as and if issued by the Authority and accepted by the Underwriters, subject to the approval of legality by Bond Counsel. Certain legal matters will be passed upon for the Authority by its general counsel Adams and Reese LLP, Nashville, Tennessee, and by its special counsel Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., Nashville, Tennessee, and for the Underwriters by Christian & Barton, L.L.P., Richmond, Virginia and Gonzalez Saggio & Harlan LLP, Nashville, Tennessee. It is expected that delivery of the Series 2010 Bonds in definitive form will take place through the facilities of DTC on or about February 11, 2010. Morgan Keegan & Company, Inc. J.P. Morgan Loop Capital Markets, LLC Dated: January 28, 2010 $66,300,000 Metropolitan Nashville Airport Authority (Tennessee) Special Facility Revenue Bonds (MPC CONRAC LLC Project), Series 2010 MATURITIES, AMOUNTS, INTEREST RATES, PRICES AND CUSIP NUMBERS Maturity Principal Interest (July 1) Amount Rate Price CUSIP No (1) 2012 $ 1,580,000 2.247% 100% 592195 AH4 2013 1,745,000 3.170 100 592195 AJ0 2014 1,905,000 3.728 100 592195 AK7 2015 2,090,000 4.128 100 592195 AL5 2016 2,285,000 4.466 100 592195 AM3 2017 2,480,000 4.816 100 592195 AN1 2018 2,695,000 5.137 100 592195 AP6 2019 2,840,000 5.387 100 592195 AQ4 2020 3,000,000 5.537 100 592195 AR2 2021 3,175,000 5.787 100 592195 AS0 2022 3,365,000 5.937 100 592195 AT8 2023 3,575,000 6.087 100 592195 AU5 2024 3,800,000 6.187 100 592195 AV3 $31,765,000 6.793% Series 2010 Term Bonds due July 1, 2029, (1) priced at 100%, CUSIP No. 592195 AW1 (1) CUSIP numbers have been assigned by an organization not affiliated with the Authority and are included solely for the convenience of the holders of the Series 2010 Bonds. The Authority is not responsible for the selection or uses of these CUSIP numbers, nor is any representation made as to their correctness on the Series 2010 Bonds or as indicated above. ____________________ Redemption. The Series 2010 Bonds maturing on or before July 1, 2020, are not subject to redemption prior to maturity. The Series 2010 Bonds maturing on or after July 1, 2021, are subject to redemption prior to maturity at the option of the Authority, on or after July 1, 2020, in whole or in part (in $5,000 integrals) at any time, upon payment of 100% of the principal amount of the Series 2010 Bonds to be redeemed plus interest accrued thereon to the date fixed for redemption. See THE SERIES 2010 BONDS – Redemption for a description of the redemption features of the Series 2010 Bonds. METROPOLITAN NASHVILLE AIRPORT AUTHORITY BOARD OF COMMISSIONERS James H. Cheek, III Chairman Jack O. Bovender, Jr. William A. Martin Mayor Karl F. Dean Juli H. Mosley, P.E. Rod Essig A. Dexter Samuels Frank M. Garrison Robert J. Walker Robert J. Joslin EXECUTIVE STAFF AND OFFICERS Raul L. Regalado President – Chief Executive Officer Montford (Monty) O. Burgess Senior Vice President – Chief Operating Officer Stan R. Van Ostran Vice President – Chief Financial Officer Robert C. Watson Senior Vice President – Chief Legal Officer Kinney Baxter Senior Vice President – Chief Engineer Vanessa J. Hickman Chief Information Officer Walt Matwijec Assistant Vice President – Continuous Improvement John Howard, Jr. Assistant Vice President – Properties and Business Development Amelia (Amy) W. Armstrong Vice President – Chief People Officer REGARDING THIS OFFICIAL STATEMENT This Official Statement is being used in connection with the initial offering and sale of the Series 2010 Bonds and may not be reproduced or be used, whether in whole or in part, for any other purpose. No guarantee is made, however, as to the accuracy or completeness of information obtained from other sources by the Authority or the underwriters of the Series 2010 Bonds as shown on the cover page of this Official Statement (the “Underwriters”). 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 respective responsibilities to investors under the 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. NO DEALER, BROKER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED BY EITHER THE AUTHORITY OR THE UNDERWRITERS TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE SERIES 2010 BONDS OR THE MATTERS DESCRIBED HEREIN, 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 EITHER THE AUTHORITY OR THE UNDERWRITERS.