Oakland Joint Powers Financing Authority Revenue Bonds, Series 2005 (City of Oakland General Obligation Bond Program)
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________________________________NEW ISSUE-BOOK-ENTRY ONLY ______________Insured Ratings: _________________Underlying Ratings: Moody’s: Aaa Moody’s: A1 Standard & Poor’s: AAA Standard & Poor’s: A+ Fitch: AAA Fitch: A+ (See “Ratings” herein) In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. See “TAX MATTERS” herein. $122,170,000 OAKLAND JOINT POWERS FINANCING AUTHORITY REVENUE BONDS, SERIES 2005 (CITY OF OAKLAND GENERAL OBLIGATION BOND PROGRAM) Dated: Date of Delivery Due: June 15, as shown on the inside cover The Revenue Bonds, Series 2005 (City of Oakland General Obligation Bond Program) of the Oakland Joint Powers Financing Authority (the “Authority”), in the aggregate principal amount of $122,170,000 (the “Bonds”), are issuable in fully registered form initially registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”). Individual purchases of Bonds will be made in book- entry form in denominations of $5,000 or any integral multiples thereof. Purchasers of Bonds will not receive physical delivery of Bonds. Payments of the principal of, premium, if any, and interest on the Bonds will be made pursuant to a Trust Agreement, dated as of June 1, 2005 (the “Trust Agreement”), by and between the Authority and Wells Fargo Bank, National Association, as trustee for the Bonds, to Cede & Co., as nominee of DTC, as registered owner of the Bonds, to be subsequently disbursed to DTC participants and thereafter to the beneficial owners of the Bonds, all as further described herein. Interest on the Bonds is payable semiannually on June 15 and December 15 in each year, commencing December 15, 2005. The Bonds are subject to optional and mandatory redemption prior to maturity as described herein. The Bonds are being issued to (i) purchase the Oakland GO Bonds (as defined herein), (ii) finance certain public capital improvements to be acquired and/or constructed by the Authority (the “Project”), (iii) pay the premium for a financial guaranty insurance policy, and (iv) pay certain costs of issuance associated with the Bonds. The Bonds are special obligations of the Authority. The Bonds are payable solely from the Revenues pledged under the Trust Agreement, consisting primarily of debt service payments received with respect to the Oakland GO Bonds, which payments are secured by ad valorem taxes of the City of Oakland (the “City”) as more fully described herein. The Oakland GO Bonds are being issued simultaneously with issuance of the Bonds primarily to defease all of the Refunded GO Bonds (as defined herein). Payment of the principal of and interest on the Bonds when due will be insured by a financial guaranty insurance policy to be issued by Ambac Assurance Corporation simultaneously with the delivery of the Bonds. See “SPECIMEN FINANCIAL GUARANTY INSURANCE POLICY” herein. The Bonds are special obligations of the Authority and, to the extent set forth in the Trust Agreement, are payable solely from and secured by a first lien on and pledge of the Revenues and certain other moneys and securities held by the Trustee as provided in the Trust Agreement. All of the Bonds are equally secured by a pledge of, and charge and lien upon, all of the Revenues and such other moneys and securities, and the Revenues and such other moneys and securities constitute a trust fund for the security and payment of the principal of and interest on the Bonds. The full faith and credit of the Authority is not pledged for the payment of the principal of or interest on the Bonds. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Revenues and such other moneys and securities as provided in the Trust Agreement. Neither the Bonds nor the obligation of the Authority to pay the principal of and interest on the Bonds constitutes a legal obligation of the City, the State of California or any of its political subdivisions. This cover page contains information for general reference only. It is not intended to be a summary of the security or terms of the Bonds. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Bonds will be offered when, as and if issued, subject to the approval of validity by Orrick, Herrington & Sutcliffe LLP, Bond Counsel. Certain legal matters will be passed upon for the Authority and the City of Oakland by John Russo, Counsel to the Authority and City Attorney of the City of Oakland. Gibbs & Gonzalez LLP served as special counsel to the City Attorney. Certain legal matters will be passed upon for the Underwriters by their counsel, Hawkins Delafield & Wood LLP, Sacramento, California. It is anticipated that the Bonds will be available for delivery through the facilities of DTC on or about June 16, 2005. M◆R◆Beal & Company Dated: June 2, 2005 MATURITY SCHEDULE $107,780,000 Series 2005 Serial Bonds (Base CUSIP No. 67227RA†) Maturity Principal Interest (June 15) Amount Rate Yield CUSIP No.† 2006 $5,205,000 3.00% 2.67% C0 2007 5,310,000 4.00 2.79 D8 2008 5,575,000 4.00 2.90 E6 2009 5,835,000 4.00 2.94 F3 2010 6,090,000 5.00 3.02 G1 2011 6,420,000 5.00 3.13 H9 2012 6,775,000 5.00 3.25 J5 2013 7,150,000 5.00 3.38 K2 2014 7,550,000 5.00 3.47 L0 2015 7,990,000 5.00 3.57 M8 2016* 7,335,000 5.00 3.65 N6 2017* 7,785,000 5.00 3.72 P1 2018* 8,195,000 5.00 3.78 Q9 2019* 8,650,000 5.00 3.84 R7 2020* 7,915,000 5.00 3.89 S5 2021 4,000,000 4.00 4.22 T3 $14,390,000 – 5.00% Term Bond due June 15, 2025* – Priced to Yield: 4.07% (CUSIP No. 67227RAU0†) † CUSIP numbers are provided for convenience of reference only. Neither the Authority, the City nor the Underwriters assume any responsibility for the accuracy of such numbers. * Priced to the June 15, 2015 redemption date at a redemption price of 100%. OAKLAND JOINT POWERS FINANCING AUTHORITY AUTHORITY GOVERNING BOARD EDMUND G. BROWN, JR., PRESIDENT DESLEY BROOKS PATRICIA KERNIGHAN JANE BRUNNER NANCY NADEL HENRY CHANG, JR. JEAN QUAN IGNACIO DE LA FUENTE LARRY REID ________________________ CITY OF OAKLAND, CALIFORNIA CITY COUNCIL EDMUND G. BROWN, JR. MAYOR IGNACIO DE LA FUENTE, President JANE BRUNNER, Vice-Mayor DESLEY BROOKS NANCY NADEL HENRY CHANG, JR. JEAN QUAN PATRICIA KERNIGHAN LARRY REID ________________________ AUTHORITY AND CITY OFFICIALS DEBORAH A. EDGERLY, Executive Director and City Administrator CHERYL A.P. THOMPSON, Assistant City Administrator WILLIAM E. NOLAND, Treasurer and Director, Finance and Management Agency JOHN RUSSO, City Attorney LATONDA SIMMONS, Secretary and City Clerk ROLAND E. SMITH, City Auditor KATANO KASAINE, Treasury Manager BOND COUNSEL FINANCIAL ADVISOR Orrick, Herrington & Sutcliffe LLP Kelling, Northcross & Nobriga San Francisco, California A Division of Zions First National Bank Oakland, California TRUSTEE VERIFICATION AGENT Wells Fargo Bank, National Association Grant Thornton LLP San Francisco, California Minneapolis, Minnesota No dealer, broker, salesperson or any other person has been authorized to give any information or make any representation, other than as contained in this Official Statement, and, if given or made, any such information or representation must not be relied upon as having been authorized by the Authority, the City or the Underwriters. This Official Statement does not constitute an offer of any securities other than those described on the cover page or an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful to make such offer, solicitation or sale. The Official Statement is not to be construed as a contract with the purchasers of the Bonds. The information set forth herein has been furnished by the City or other sources which are believed to be reliable. The information and expressions of opinion 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 Authority, the City or the Insurer since the date hereof. 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 a part of, their 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.