NEW ISSUE—BOOK-ENTRY-ONLY Ratings: See “RATINGS” Herein
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PRELIMINARY OFFICIAL STATEMENT DATED [____________], 2019 NEW ISSUE—BOOK-ENTRY-ONLY Ratings: See “RATINGS” herein. In the opinion of Hawkins Delafield & Wood LLP, Bond Counsel to the Department, under existing statutes and court decisions and icial Statement icial Statement assuming continuing compliance with certain tax covenants described herein, (i) interest on the Series 2019 Bonds is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), except that no opinion is expressed as to such exclusion of interest on any Bond for any period during which the Bond is held by a person who, within the meaning of Section 147(a) of the Code, is a “substantial user” of the facilities financed with the proceeds of the Series 2019 Bonds or a “related person” (ii) interest on the Series 2019B Bonds [and the Series 2019C-2 Bonds] is not treated as a preference item in calculating the alternative minimum tax under the Code, and (iii) interest on the Series 2019A Bonds [and the Series 2019C-1 Bonds], however, is treated as a preference item in calculating the alternative minimum tax under the Code. In addition, in the opinion of Bond Counsel to the Department, under existing statutes, interest on the Series 2019 Bonds is exempt from personal income taxes imposed by the State of California. See “TAX MATTERS” herein. $[PAR]* HARBOR DEPARTMENT OF THE CITY OF LOS ANGELES [Port Logo] (Private Activity) $[PAR1]* $[PAR2]* $[PAR3]* $[PAR4]* Refunding Revenue Bonds Refunding Revenue Bonds Refunding Revenue Bonds Refunding Revenue Bonds 2019 Series A 2019 Series B 2019 Series C-1 2019 Series C-2 (AMT) (Non-AMT) (AMT) (Green Bonds) (Non-AMT) (Green Bonds) Dated: Date of Delivery Due: August 1, as shown on inside front cover The Harbor Department of the City of Los Angeles Refunding Revenue Bonds, 2019 Series A (the “Series 2019A Bonds”), the ction. Harbor Department of the City of Los Angeles Refunding Revenue Bonds, 2019 Series B (the “Series 2019B Bonds”), the Harbor Department of the City of Los Angeles Refunding Revenue Bonds, 2019 Series C-1 (Green Bonds) (the “Series 2019C-1 Bonds”) and the City of Los Angeles Refunding Revenue Bonds, 2019 Series C-2 (Green Bonds) (the “Series 2019C-2 Bonds,” and together with the Series 2019A Bonds, the Series 2019B Bonds and the Series 2019C-1 Bonds, the “Series 2019 Bonds”) are being issued to (a) refund and defease the Refunded Bonds (as described herein) to generate debt service savings for the Harbor Department of the City of Los Angeles (the any such jurisdi such any “Department”) and (b) pay the costs of issuance of the Series 2019 Bonds. The Series 2019 Bonds are being issued under and pursuant to Section 609 of the Charter of the City of Los Angeles, California and Section 11.28.1 et seq. of the Los Angeles Administrative Code; o o sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in Resolution Nos. 19-[____] and 19-[____] adopted by the Board of Harbor Commissioners of the City of Los Angeles (the “Board”) on June 20, 2019, and approved by the City Council of the City of Los Angeles (the “City Council”) and the Mayor of the City (the “Mayor”) on [August 9], 2019; Resolution No. 19-[____], adopted by the Board on July 25, 2019, and approved by the City Council and the Mayor on [August 23], 2019; and an Indenture of Trust, to be dated as of September 1, 2019 (the “Indenture”), by and between the Department and U.S. Bank National Association, as trustee (the “Trustee”). The Series 2019 Bonds will be issued as fully registered bonds in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company (“DTC”), New York, New York. Individual purchases and sales of the Series 2019 Bonds may be made in book-entry form only in denominations of $5,000 and integral multiplies thereof. Interest on the Series 2019 Bonds will be payable on February 1 and August 1, commencing on February 1, 2020. So long as the Series 2019 Bonds are held by DTC, the principal of and interest on the Series 2019 Bonds will be payable by wire transfer to DTC, which in turn will be required to remit such principal and interest to the ect ect to or completion amendment. These not may securities be nor sold may offers to buy be accepted to prior the time the Off DTC participants for subsequent disbursement to the beneficial owners of the Series 2019 Bonds, as more fully described herein. See “APPENDIX F—BOOK-ENTRY-ONLY SYSTEM.” The Series 2019 Bonds are subject to optional redemption prior to maturity, as more fully described herein. See “DESCRIPTION OF THE SERIES 2019 BONDS—Redemption Provisions.” Maturity Schedule on Inside Front Cover Principal of and interest on the Series 2019 Bonds are payable solely from the Revenues and other amounts pledged under the Indenture. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2019 BONDS—Source of Payment” and “—Harbor Revenue Fund.” The Series 2019 Bonds will be issued on a parity with the Department’s outstanding Parity Obligations (as described herein). See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2019 BONDS—Outstanding Parity Obligations” herein. THE SERIES 2019 BONDS DO NOT CONSTITUTE OR EVIDENCE AN INDEBTEDNESS OF THE CITY OF LOS ANGELES, CALIFORNIA (THE “CITY”), THE STATE OF CALIFORNIA (THE “STATE”) OR ANY SUBDIVISION THEREOF OTHER THAN THE DEPARTMENT, OR A LIEN OR CHARGE ON ANY PROPERTY OR THE GENERAL REVENUES OF THE CITY, THE STATE OR ANY SUBDIVISION THEREOF OTHER THAN THE DEPARTMENT, AND IN ANY EVENT THE SERIES 2019 BONDS SHALL NOT BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OF THE CITY OR THE DEPARTMENT OTHER THAN THE REVENUES DEPOSITED INTO THE HARBOR REVENUE FUND AS PROVIDED IN THE INDENTURE AND OTHER AMOUNTS PLEDGED THEREFOR UNDER THE INDENTURE. THE SERIES 2019 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DEPARTMENT IN CONTRAVENTION OF ANY CHARTER, STATUTORY OR CONSTITUTIONAL DEBT OR OTHER LIMITATION OR RESTRICTION AND DO NOT CONSTITUTE AN OBLIGATION FOR WHICH THE DEPARTMENT OR THE CITY IS OBLIGATED TO LEVY OR PLEDGE TRANSMITTAL 5 * is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an of offer laws securities the under t or qualification to registration prior unlawful be would sale or solicitation offer, which such This Preliminary Official Statement This and Official Preliminary Statement contained the information herein are subj Preliminary; subject to change. 4840-0087-9767.3 ANY FORM OF TAXATION OR FOR WHICH THE DEPARTMENT OR THE CITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. The purchase and ownership of Series 2019 Bonds involve investment risk and may not be suitable for all investors. This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of the Series 2019 Bonds. Investors are advised to read the entire Official Statement, including any portion hereof included by reference, to obtain information essential to the making of an informed decision, giving particular attention to the matters discussed under “CERTAIN INVESTMENT CONSIDERATIONS.” Capitalized terms used on this cover page and not otherwise defined have the meanings set forth herein. The Series 2019 Bonds are offered when, as, and if issued and received by the Underwriters, subject to the approval of validity by Hawkins Delafield & Wood LLP, Bond Counsel to the Department, and to certain other conditions. Certain legal matters will be passed upon for the Department by the Office of the City Attorney of the City. Certain legal matters will be passed upon for the Department by Kutak Rock LLP, Disclosure Counsel to the Department. Certain legal matters will be passed upon for the Underwriters by their counsel, Stradling Yocca Carlson & Rauth, a Professional Corporation. KNN Public Finance, LLC has served as Municipal Advisor to the Department. It is expected that the delivery of the Series 2019 Bonds will be made through the facilities of DTC on or about September 18, 2019. Jefferies Siebert Cisneros Shank & Co. L.L.C. UBS Date of Official Statement: ____________ 4840-0087-9767.3 MATURITY SCHEDULE $[PAR]* HARBOR DEPARTMENT OF THE CITY OF LOS ANGELES (Private Activity) $[PAR1]* Refunding Revenue Bonds 2019 Series A (AMT) Maturity Date Principal Interest CUSIP† (August 1) Amount Rate Yield Price Numbers $[PAR2]* Refunding Revenue Bonds 2019 Series B (Non-AMT) Maturity Date Principal Interest CUSIP† (August 1) Amount Rate Yield Price Numbers * Preliminary; subject to change. † CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by S&P Global Market Intelligence. Copyright© 2019 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. 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 are provided for convenience of reference only. Neither the Department, the Underwriters nor their agents or counsel assume responsibility for the accuracy of such numbers. 4840-0087-9767.3 MATURITY SCHEDULE $[PAR3]* Refunding Revenue Bonds 2019 Series C-1 (AMT) (Green Bonds) Maturity Date Principal Interest CUSIP† (August 1) Amount Rate Yield Price Numbers $[PAR4]* Refunding Revenue Bonds 2019 Series C-2 (Non-AMT) (Green Bonds) Maturity Date Principal Interest CUSIP† (August 1) Amount Rate Yield Price Numbers * Preliminary; subject to change. † CUSIP® is a registered trademark of the American Bankers Association.