State of Vermont Personal Income Taxes and State of Vermont Corporate Income Taxes
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New Issue – Book Entry Only Ratings: Moody’s: Aa1 Fitch: AA+ S&P: AA+ (See “RATINGS” herein) In the opinion of Locke Lord LLP, Bond Counsel, based upon an analysis of existing law and assuming, among other matters, compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under the Internal Revenue Code of 1986. Interest on the Bonds will not be included in computing the alternative minimum taxable income of individuals. Under existing law, interest on the Bonds is exempt from State of Vermont personal income taxes and State of Vermont corporate income taxes. 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. $88,255,000 $39,525,000 STATE OF VERMONT STATE OF VERMONT General Obligation Bonds General Obligation Refunding Bonds 2019 Series A‡ 2019 Series B (Competitive) (VERMONT CITIZEN BONDS)† (Negotiated) Dated: Date of Delivery Due: As shown on the inside cover hereof The 2019 Series A Bonds (the “Series A Bonds”) and the 2019 Series B Bonds (the “Series B Bonds,” and together with the Series A Bonds, the “Bonds”) will be issued as fully registered Bonds, and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), an automated depository for securities and clearinghouse for securities transactions. Purchases of beneficial interests in the Bonds will be made in book-entry form (without certificates) in the denomination of (i) in the case of the Series A Bonds, $5,000 or any integral multiple thereof, and (ii) in the case of the Series B Bonds, $1,000 or any integral multiple thereof. So long as DTC, or its nominee, Cede & Co., is the registered owner of the Bonds, payments of the principal of, premium, if any, and interest on the Bonds will be made directly to Cede & Co., which will remit such payments to DTC participants, which in return will remit such payments to the beneficial owners of the Bonds. See “BOOK-ENTRY ONLY SYSTEM” herein. Interest on the Bonds will be payable semiannually on February 15 and August 15, commencing February 15, 2020. The Bonds will be subject to redemption prior to maturity as more fully described herein. The Bonds will be general obligations of the State of Vermont and the full faith and credit of the State are pledged to the payment of principal of and interest on the Bonds. See “THE BONDS – Security for the Bonds” herein. The Bonds are offered subject to the final approving opinion of Locke Lord LLP, Boston, Massachusetts, and to certain other conditions referred to herein and, with respect to the Series A Bonds, in the Official Notice of Sale. Certain legal matters will be passed upon for the Series B Underwriters by Nixon Peabody LLP, Boston, Massachusetts. Public Resources Advisory Group serves as Financial Advisor to the State. It is expected that the Bonds will be available for delivery in book-entry form through the facilities of DTC in New York, New York on or about August 15, 2019. Morgan Stanley BofA Merrill Lynch Citigroup J.P. Morgan July 24, 2019 (with respect to the Series A Bonds) July 30, 2019 (with respect to the Series B Bonds) † Only the Series B Bonds will be purchased by the Underwriters listed above, as described under “UNDERWRITING OF THE SERIES B BONDS” herein. ‡ The Series A Bonds were sold on a competitive sale basis as described herein under “COMPETITIVE SALE OF SERIES A BONDS”. $88,255,000 STATE OF VERMONT General Obligation Bonds 2019 Series A Due Principal Interest CUSIP† Due Principal Interest CUSIP† February 15 Amount Rate Yield 924258 February 15 Amount Rate Yield 924258 2020 $4,415,000 5.00% 1.06% 2S4 2030 $4,415,000 5.00% 1.64%* 3C8 2021 4,415,000 5.00 1.08 2T2 2031 4,410,000 4.00 1.76* 3D6 2022 4,415,000 5.00 1.09 2U9 2032 4,410,000 4.00 1.86* 3E4 2023 4,415,000 5.00 1.10 2V7 2033 4,410,000 3.00 2.50* 3F1 2024 4,415,000 5.00 1.12 2W5 2034 4,410,000 3.00 2.55* 3G9 2025 4,415,000 5.00 1.17 2X3 2035 4,410,000 3.00 2.60* 3H7 2026 4,415,000 5.00 1.25 2Y1 2036 4,410,000 3.00 2.66* 3J3 2027 4,415,000 5.00 1.33 2Z8 2037 4,410,000 3.00 2.75* 3K0 2028 4,415,000 5.00 1.43 3A2 2038 4,410,000 3.00 2.79* 3L8 2029 4,415,000 5.00 1.52 3B0 2039 4,410,000 3.00 2.83* 3M6 $39,525,000 STATE OF VERMONT General Obligation Refunding Bonds 2019 Series B (VERMONT CITIZEN BONDS) Due Principal Interest CUSIP† Due Principal Interest CUSIP† August 15 Amount Rate Yield 924258 August 15 Amount Rate Yield 924258 2020 $7,585,000 2.00% 1.08% 3N4 2025 $3,075,000 5.00% 1.26% 3T1 2021 7,030,000 3.00 1.09 3P9 2026 3,110,000 5.00 1.35 3U8 2022 3,050,000 3.00 1.11 3Q7 2027 3,145,000 5.00 1.44 3V6 2023 3,070,000 5.00 1.13 3R5 2028 3,175,000 5.00 1.53 3W4 2024 3,075,000 2.00 1.15 3S3 2029 3,210,000 5.00 1.61 3X2 † Copyright, American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, managed by S&P Capital IQ on behalf of The American Bankers Association. The CUSIP numbers above have been assigned by an independent company not affiliated with the State and are included solely for the convenience of the holders of the Bonds. None of the State, the Underwriters or the Paying Agent is responsible for the selection or uses of the CUSIP numbers, and no representation is made as to their correctness on the Bonds or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the 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 Bonds. * Priced at the stated yield to the first optional call date of February 15, 2029 at a redemption price of 100%. See “THE BONDS – Redemption Provisions” herein. STATE OF VERMONT ELECTED OFFICERS Name PHILIP B. SCOTT, Governor DAVID ZUCKERMAN, Lieutenant Governor ELIZABETH A. PEARCE, Treasurer JAMES C. CONDOS, Secretary of State DOUGLAS R. HOFFER, Auditor of Accounts THOMAS J. DONOVAN, JR., Attorney General BOND COUNSEL FINANCIAL ADVISOR Locke Lord LLP Public Resources Advisory Group Boston, Massachusetts Media, Pennsylvania In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. The securities described in this Official Statement 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 document. Any representation to the contrary is a criminal offense. No dealer, broker, salesperson, or other person has been authorized to give any information or to make any representations other than as contained in this Official Statement and, if given or made, such other information or representations must not be relied upon. This Official Statement does not constitute an offer to sell or the 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 for such person to make such offer, solicitation or sale. 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 State of Vermont since the date hereof. This Official Statement contains statements that, to the extent they are not recitations of historical fact, constitute “forward-looking statements.” In this respect, the words “estimate,” “project,” “anticipate,” “expect,” “intend,” “believe” and similar expressions are intended to identify forward-looking statements. A number of factors affecting the State’s financial results could cause actual results to differ materially from those stated in the forward-looking statements. In connection with the offering of the Series B Bonds, the Underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Series B Bonds offered hereby at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. Subject to any restrictions as might be set forth in the Contract of Purchase, the Underwriters may offer and sell the Series B Bonds to certain dealers and certain dealer banks and banks acting as agents at prices lower than the public offering prices stated on the inside cover page hereof and said public offering prices may be changed from time to time by the Underwriters. The Underwriters of the Series B Bonds have provided the following sentence for inclusion in this Official Statement.