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City of Atlanta and Fulton County Recreation Authority

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City of Atlanta and Fulton County Recreation Authority PRELIMINARY OFFICIAL STATEMENT DATED JUNE 28, 2017 ® NEW ISSUE ‑ BOOK‑ENTRY ONLY RATINGS: See "RATINGS" herein In the opinion of Co-Bond Counsel, under current law and subject to the conditions described herein under the caption "TAX MATTERS," interest on the Series 2017 Bonds (a) will not be included in gross income for federal income tax purposes, (b) will not be an item of tax preference for purposes of the federal alternative minimum income tax imposed on individuals and corporations; however, with respect to corporations (as defined for federal income tax purposes) subject to the alternative minimum income tax, such interest is taken into account in determining adjusted current earnings for purposes of computing such tax, and (c) will be exempt from income taxation by the State of Georgia. A holder of the Series 2017 Bonds may be subject to other federal tax consequences as described herein under the caption "TAX MATTERS." See the proposed form of the opinion of Co-Bond Counsel in "APPENDIX E - FORM OF OPINION OF CO-BOND COUNSEL" attached hereto. $30,675,000* CITY OF ATLANTA AND FULTON COUNTY RECREATION AUTHORITY REVENUE BONDS (ZOO ATLANTA PARKING FACILITY PROJECT), SERIES 2017 Dated: Date of Issuance and Delivery Due: December 1, as shown on the inside front cover This Official Statement relates to the issuance and sale by the City of Atlanta and Fulton County Recreation Authority (the "Issuer") of $30,675,000* in aggregate principal amount of its Revenue Bonds (Zoo Atlanta Parking Facility Project), Series 2017 (the "Series 2017 Bonds") pursuant to that certain resolution adopted on May 22, 2017, as supplemented by that certain supplemental pricing resolution expected to be adopted on or about July 13, 2017 (together, the "Bond Resolution"). The Series 2017 Bonds are being issued for the purpose of financing the 2017 Project (as defined herein). See "PLAN OF FINANCE" and "ESTIMATED SOURCES AND USES OF FUNDS" herein. All capitalized terms used and not otherwise defined herein will have the meanings assigned thereto in the Bond Resolution and the hereinafter defined Intergovernmental Lease Agreement. See "APPENDIX C ‑ FORM OF THE BOND RESOLUTION" and "APPENDIX D ‑ FORM OF THE INTERGOVERNMENTAL LEASE AGREEMENT" attached hereto. The Series 2017 Bonds are initially being issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof and initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Purchases of beneficial ownership interests in the Series 2017 Bonds will be made in book‑entry form only and purchasers will not receive physical delivery of bond certificates representing the beneficial ownership interests in the Series 2017 Bonds so purchased. Payments of principal of, premium, if any, and interest on, any Series 2017 Bond will be made to Cede & Co., as nominee for DTC as registered owner of the Series 2017 Bonds, by Regions Bank, Atlanta, Georgia, as bond registrar and paying agent, to be subsequently disbursed to the Beneficial Owners (as defined herein). See "BOOK‑ENTRY ONLY SYSTEM" herein. Interest on the Series 2017 Bonds is payable semiannually on June 1 and December 1 of each year, commencing on June 1, 2018. The Series 2017 Bonds will bear interest at the rates and will be payable as to principal in the amounts and on the dates set forth on the inside front cover of this Official Statement. See "DESCRIPTION OF THE SERIES 2017 BONDS ‑ General" herein. The Series 2017 Bonds are subject to optional and mandatory sinking fund redemption prior to maturity. See "DESCRIPTION OF THE SERIES 2017 BONDS ‑ Redemption Provisions" herein. Pursuant to the Intergovernmental Lease Agreement between the Issuer and the City of Atlanta (the "City"), dated as of July 1, 2017 (the "Intergovernmental Lease Agreement"), the City has absolutely and unconditionally agreed to make the Basic Payments to the Issuer to permit the Issuer to pay, when due, the principal of, premium, if any, and interest on the Series 2017 Bonds and to make certain Additional Payments to cover various fees and charges relating to the Series 2017 Bonds. The Intergovernmental Lease Agreement provides that the obligation of the City to make the Basic Payments and to perform its other obligations thereunder shall be absolute and unconditional and such payments shall not be abated or reduced for any reason whatsoever; provided that the City’s obligation to make Basic Payments when due shall be offset to the extent of amounts in the Sinking Fund from Net Parking Fees derived from the operation and management of the Parking Facility (as defined herein) also provided that the amounts due by the City under the Intergovernmental Lease Agreement are separate obligations of the City to which the City has pledged its full faith and credit and taxing power. The City has agreed to make necessary funds available in its general revenue and budget appropriations to fully satisfy the payment of Basic Payments from its general funds and any other lawfully available amounts, including amounts deposited to the Sinking Fund by the Issuer from Net Parking Fees. In the event the amount of funds lawfully available is not sufficient to pay the Basic Payments when due in any year, the City has agreed in the Intergovernmental Lease Agreement to levy such annual taxes on the taxable property located within its jurisdiction, at such rate or rates, within any limits prescribed by law, as might be necessary to make the payments called for by the Intergovernmental Lease Agreement. The Basic Payments have been pledged pursuant to the provisions of the Bond Resolution for the benefit of the Owners of the Series 2017 Bonds and any Additional Bonds issued under the Bond Resolution. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS" herein and "APPENDIX C ‑ FORM OF THE BOND RESOLUTION" and "APPENDIX D ‑ FORM OF THE INTERGOVERNMENTAL LEASE AGREEMENT" attached hereto. For additional information related to the City and its financial condition generally, see "THE CITY" and "FISCAL OVERVIEW OF THE CITY" herein, and "APPENDIX A ‑ STATISTICAL AND FINANCIAL INFORMATION REGARDING THE CITY" and "APPENDIX B ‑ AUDITED FINANCIAL STATEMENTS OF THE CITY OF ATLANTA FOR THE FISCAL YEAR ENDED JUNE 30, 2016" attached hereto. The Issuer may, upon the meeting of certain conditions as provided in the Bond Resolution, issue Additional Parity Bonds payable from the moneys received pursuant to the Intergovernmental Lease Agreement and ranking pari passu with the Series 2017 Bonds as to said moneys and secured by the same pledge thereto and lien thereon. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS ‑ Additional Parity Bonds" herein. THE SERIES 2017 BONDS SHALL NOT CONSTITUTE A DEBT NOR A MORAL OR GENERAL OBLIGATION OF THE ISSUER, NOR CONSTITUTE AN INDEBTEDNESS OR GENERAL OBLIGATION OF THE STATE OF GEORGIA (THE "STATE"), FULTON COUNTY, GEORGIA (THE "COUNTY"), THE CITY, OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE, WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION WHATSOEVER, BUT THE SERIES 2017 BONDS SHALL BE PAYABLE SOLELY FROM THE REVENUES PLEDGED THEREFOR AS PROVIDED IN THE BOND RESOLUTION AND THE ISSUANCE OF THE SERIES 2017 BONDS SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE STATE OR THE COUNTY OR THE CITY TO LEVY OR PLEDGE ANY FORM OF TAXATION WHATEVER FOR THE PAYMENT THEREOF. THE ISSUER HAS NO TAXING POWER. NO OWNER OF THE SERIES 2017 BONDS SHALL HAVE THE RIGHT TO ENFORCE THE PAYMENT THEREOF AGAINST ANY PROPERTY OF THE STATE, THE COUNTY, OR THE CITY, NOR SHALL THE SERIES 2017 BONDS CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY SUCH PROPERTY, PROVIDED, HOWEVER, THAT IN ACCORDANCE WITH THE PROVISIONS OF THE CONSTITUTION AND LAWS OF THE STATE, THE OBLIGATION OF THE CITY TO MAKE THE PAYMENTS IT HAS CONTRACTED TO MAKE BY THE PROVISIONS OF THE INTERGOVERNMENTAL LEASE AGREEMENT SHALL CONSTITUTE A GENERAL OBLIGATION AND A PLEDGE OF THE FULL FAITH AND CREDIT OF THE CITY, AND THE OBLIGATION WHICH THE CITY HAS UNDERTAKEN TO MAKE SUCH PAYMENTS FROM TAXES TO BE LEVIED FOR THAT PURPOSE IS A MANDATORY OBLIGATION TO LEVY AND COLLECT SUCH TAXES FROM YEAR TO YEAR IN AN AMOUNT SUFFICIENT TO FULFILL AND FULLY COMPLY WITH THE TERMS OF SUCH OBLIGATION. NEITHER THE MEMBERS OF THE GOVERNING BODY OF THE ISSUER NOR ANY PERSON EXECUTING THE SERIES 2017 BONDS SHALL BE LIABLE PERSONALLY ON THE SERIES 2017 BONDS BY REASON OF THE ISSUANCE THEREOF. This cover page contains certain limited information for quick reference only. It is not, and is not intended to be, a summary of the matters relating to the Series 2017 Bonds. Potential investors must read the entire Official Statement (including the cover page and all appendices attached hereto) to obtain information essential to the making of an informed investment decision. The Series 2017 Bonds are being offered when, as, and if issued by the Issuer and accepted by the Underwriters, subject to prior sale and to withdrawal or modification of the offer without notice, and subject to the approving opinion of Hunton & Williams LLP, Atlanta, Georgia and The Charleston Group, Fayetteville, North Carolina, Co-Bond Counsel. Certain legal matters will be passed upon for the Issuer by Hunton & Williams LLP, Atlanta, Georgia. Certain legal matters will be passed upon for the City by the City Attorney. Certain legal matters will be passed upon by Greenberg Traurig, LLP and Riddle & Schwartz, LLC, both of Atlanta, Georgia, Co-Disclosure Counsel. Certain legal matters will be passed on for the Underwriters by Haley Law Firm, LLC, Atlanta, Georgia. Phoenix Capital Partners, Philadelphia, Pennsylvania, is serving as financial advisor to the Issuer.
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