5175000 CITY of BURLINGTON, VERMONT Series 2021A
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NEW ISSUE – BOOK-ENTRY ONLY Ratings: Moody’s: “Baa2” (outlook: stable) (See RATINGS herein) In the opinion of Paul Frank + Collins P.C., Bond Counsel, based upon an analysis of existing laws, regulations and rulings, interest on the Series 2021 Bonds is includable in gross income for federal income tax purposes. The Act provides that the Series 2021 Bonds and the interest shall be exempt from Vermont personal income tax and Vermont corporate income tax. See “TAX MATTERS” herein and Appendix G hereto. $5,175,000 CITY OF BURLINGTON, VERMONT AIRPORT REVENUE REFUNDING BONDS, SERIES 2021A (TAXABLE) Dated: Date of Delivery Due: July 1, as shown on the inside cover The City of Burlington, Vermont (the “City”), is issuing its $5,175,000 Airport Revenue Refunding Bonds, Series 2021A (Taxable) (the “Series 2021 Bonds”), to along with other available funds: (i) refund the July 1, 2021 and July 1, 2022 maturities of the City’s outstanding Airport Revenue Refunding Bonds, Series 2012A (Non-AMT) (the “Refunded Series 2012A Bonds”); (ii) refund the July 1, 2021 and July 1, 2022 maturities of the City’s outstanding Airport Revenue Refunding Bonds, Series 2014A (Non-AMT) (the “Refunded Series 2014A Bonds” and, with the Refunded Series 2012A Bonds, the “Refunded Bonds”); (iii) capitalize interest payments associated with all outstanding Bonds, including the Series 2021 Bonds, through July 1, 2022; (iv) fund a deposit to the Debt Service Reserve Fund or provide for a surety for the Debt Service Reserve Fund; and (v) pay the costs of issuance associated with the Series 2021 Bonds. The Series 2021 Bonds are issuable only as fully registered bonds without coupons, and, when issued, will be registered in the name of CEDE & Co., as Bondowner and nominee for The Depository Trust Company (“DTC”), New York, New York. Purchases of beneficial interests in the Series 2021 Bonds will be made in book-entry only form, in the denomination of $5,000 or any integral multiple thereof. Purchasers of beneficial interests will not receive certificates representing their interest in the Series 2021 Bonds. So long as CEDE & Co. is the Bondowner as nominee of DTC, references herein to the Bondowners or registered owners shall mean CEDE & Co., as aforesaid, and shall not mean the Beneficial Owners of the Series 2021 Bonds. See “APPENDIX G - Book-Entry Only System” hereto. The Series 2021 Bonds are subject to redemption prior to maturity, as more fully described herein. The Series 2021 Bonds are being issued pursuant to the City Charter and the General Bond Resolution of the City adopted on May 6, 1997, as previously amended and supplemented and as further amended and supplemented by Supplemental Resolution No. 6, adopted by the City on January 19, 2021. Payment of principal and redemption price of the Series 2021 Bonds, and interest thereon, payable initially on July 1, 2021 and thereafter semiannually on each July 1 and January 1 (each an “Interest Payment Date”), until maturity or prior redemption of the Series 2021 Bonds will be paid directly to DTC by Zions Bancorporation, National Association, Chicago, Illinois, as Paying Agent, so long as DTC or its nominee, CEDE & Co., is the Bondowner. Disbursement of such payments to the DTC Participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of the DTC Participants and the indirect Participants, as more fully described herein. THE SERIES 2021 BONDS WILL BE SPECIAL OBLIGATIONS OF THE CITY, PAYABLE SOLELY FROM REVENUES OF THE CITY DERIVED FROM THE OWNERSHIP AND OPERATION OF THE AIRPORT, SUBJECT TO THE PRIOR PAYMENT OF OPERATION AND MAINTENANCE EXPENSES, ON A PARITY WITH BONDS PREVIOUSLY ISSUED AND ANY ADDITIONAL BONDS WHICH MAY HEREAFTER BE ISSUED BY THE CITY, AS PROVIDED IN THE RESOLUTION. THE SERIES 2021 BONDS WILL NOT BE A GENERAL OBLIGATION OF THE CITY, NOR WILL THE CITY BE OBLIGATED TO LEVY ANY TAXES IN CONNECTION WITH THE SERIES 2021 BONDS. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE STATE OF VERMONT, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE SERIES 2021 BONDS. This cover page contains certain information for quick reference only. Investors must read the entire Official Statement to obtain information essential to the making of any informed investment decision. The Series 2021 Bonds are offered when, as and if issued and accepted by the Underwriter, subject to the approval of legality by Bond Counsel to the City, Paul Frank + Collins P.C., Burlington, Vermont, and certain other conditions. Certain legal matters will be passed upon for the Airport by its counsel, McNeil, Leddy & Sheahan, P.C., Burlington, Vermont, and for the Underwriter by its counsel, Kaplan Kirsch & Rockwell LLP, Boston, Massachusetts. It is expected that the Series 2021 Bonds in definitive form will be available for delivery through the facilities of DTC on or about March 16, 2021. Ramirez & Co., Inc. Dated: March 3, 2021 CITY OF BURLINGTON, VERMONT Airport Revenue Refunding Bonds $5,175,000 Series 2021A (Taxable) SERIES 2021A BONDS MATURITY SCHEDULE Maturity Maturity Date Principal Interest Date Principal Interest CUSIP (July 1) Amount Rate Yield CUSIP No.† (July 1) Amount Rate Yield No.† 2023 $85,000 1.200% 1.200% 122064DF2 2027 $ 90,000 2.350% 2.350% 122064DK1 2024 80,000 1.400 1.400 122064DG0 2028 105,000 2.600 2.600 122064DL9 2025 80,000 1.800 1.800 122064DH8 2029 2,290,000 2.900 2.900 122064DM7 2026 85,000 1.950 1.950 122064DJ4 2030 2,360,000 3.000 3.000 122064DN5 _____________ † CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services (CGS), which is managed on behalf of the American Bankers Association by S&P Global Market Intelligence. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP numbers have been assigned by an independent company not affiliated with the Cities and are included solely for the convenience of the registered owners of the Series 2021 Bonds. None of the City, the Airport, the Financial Advisor or the Underwriter are responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the applicable Series 2021 Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2021 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series 2021 Bonds. CITY OF BURLINGTON, VERMONT MAYOR Miro Weinberger CITY COUNCIL Sarah E. Carpenter Karen Paul Ali N. Dieng Franklin Paulino Perri Freeman Brian Pine Jack Hanson Joan Shannon Zoraya Hightower Jane Stromberg William “Chip” Mason Max Tracy (President) CITY ADMINISTRATION Katherine Schad Chief Administrative Officer Richard Goodwin Director of Financial Operations Eileen Blackwood, Esq. City Attorney John Vickery City Assessor Ann Barton Comptroller BOARD OF AIRPORT COMMISSIONERS Jeff Munger, Chairman Tim George Bill Keogh Helen Riehle Jeffrey Schulman BURLINGTON INTERNATIONAL AIRPORT Eugene Richards, III Director of Aviation Nic Longo Deputy Director of Aviation Marie J. Friedman Chief Financial Officer Larry B. Lackey Director of Engineering and Environmental Compliance Shelby Losier Director of Ground Transportation FINANCIAL ADVISOR PFM Financial Advisors, LLC Boston, MA COUNSEL TO THE AIRPORT McNeil, Leddy & Sheahan, P.C. Burlington, VT BOND COUNSEL Paul Frank + Collins P.C. Burlington, VT AIRPORT CONSULTANT Ricondo & Associates, Inc. Chicago, IL TRUSTEE/PAYING AGENT Zions Bancorporation, National Association Chicago, IL REGARDING THE USE OF THIS OFFICIAL STATEMENT THE SERIES 2021 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACT. THE REGISTRATION OR QUALIFICATION OF THE SERIES 2021 BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF SECURITIES LAW OF THE STATES IN WHICH THE SERIES 2021 BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. THE SERIES 2021 BONDS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. The information and expressions of opinion contained herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the Airport or the other matters described herein since the date hereof. See “CONTINUING DISCLOSURE” for a description of the City’s undertaking to provide certain information on a continuing basis. This Official Statement includes descriptions and summaries of certain events, matters and documents. Such descriptions and summaries do not purport to be complete and all such descriptions, summaries and references thereto are qualified in their entirety by reference to this Official Statement in its entirety and to each such document, copies of which may be obtained from the Airport. Any statements made in this Official Statement or the appendices hereto involving matters of opinion or estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of such opinions or estimates will be realized.