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Official Statement Dated September 10, 2015

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Official Statement Dated September 10, 2015 Official Statement Dated September 10, 2015 REFUNDING ISSUE RATINGS: See “Ratings” herein In the opinion of Bond Counsel, rendered in reliance upon and assuming the accuracy of and continuing compliance with certain representations and covenants relating to the applicable requirements of the Internal Revenue Code of 1986, as amended (the “Code”), under existing law, interest on the Bonds is not included in gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax; however, with respect to certain corporations (as defined for federal income tax purposes) subject to the federal alternative minimum tax, such interest is taken into account in computing the federal alternative minimum tax. In the opinion of Bond Counsel, under existing statutes interest on the Bonds is excluded from Connecticut taxable income for purposes of the Connecticut income tax on individuals, trusts and estates and is excluded from amounts on which the net Connecticut minimum tax is based in the case of individuals, trusts and estates required to pay the federal alternative minimum tax. 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 Exemption” herein. CITY OF NORWALK, CONNECTICUT $15,060,000 GENERAL OBLIGATION REFUNDING BONDS, ISSUE OF 2015, SERIES B BOOK-ENTRY-ONLY Dated: Date of Delivery Due: Serially, August 15, 2016 – 2031 The Bonds will be general obligations of the City of Norwalk, Connecticut (the “City”) and the City will pledge its full faith and credit to pay the principal of and the interest on the Bonds when due. (See “Security and Remedies” herein). The Bonds will bear interest payable on February 15, 2016 and semiannually thereafter on August 15 and February 15 in each year until maturity. The 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. DTC will act as securities depository for the Bonds. Purchases of the Bonds will be made in book-entry-only form, in the denomination of $5,000 or any integral multiple thereof. Purchasers will not receive certificates representing their ownership interest in the Bonds. So long as Cede & Co. is the Bondowner, as nominee of DTC, reference herein to the Bondowner or owners shall mean Cede & Co. as aforesaid, and shall not mean the Beneficial Owners (as described herein) of the Bonds. (See “Book-Entry Transfer System” herein). The Registrar, Certifying, Transfer, Paying and Escrow Agent on the Bonds will be U.S. Bank National Association of Hartford, Connecticut. The Bonds ARE subject to redemption prior to maturity, as described herein. MATURITY SCHEDULE AND AMOUNTS Interest Interest Maturity AmountRate Yi el d CUSIP1 Maturity AmountRate Yi el d CUSIP 1 2016 $895,000 3.000 % 0.270 % 668844LC5 2024 $950,000 5.000 % 2.220 % 668844LL5 2017 885,000 2.000 0.620 668844LD3 2025 965,000 5.000 2.350 668844LM3 2018 890,000 4.000 0.910 668844LE1 2026 975,000 5.000 2.480 * 668844LN1 2019 910,000 5.000 1.190 668844LF8 2027 985,000 4.000 2.670 * 668844LP6 2020 915,000 2.000 1.450 668844LG6 2028 985,000 4.000 2.780 * 668844LQ4 2021 920,000 5.000 1.710 668844LH4 2029 985,000 3.000 3.100 668844LR2 2022 930,000 3.250 1.910 668844LJ0 2030 975,000 3.000 3.170 668844LS0 2023 935,000 5.000 2.060 668844LK7 2031 960,000 3.125 3.240 668844LT8 * Priced assuming redemption on August 15, 2025, however any such redemption is at the option of the City (See "Optional Redemption" herein). The Bonds are offered for delivery when, as and if issued, subject to the final approving opinion of Pullman & Comley, LLC, of Bridgeport, Connecticut, Bond Counsel. Certain matters will be passed upon for the Underwriter by Shipman & Goodwin LLP, of Hartford, Connecticut, Underwriter's Counsel. It is expected that delivery of the Bonds in book-entry-only form will be made on or about September 23, 2015. 1 Copyright, American Bankers Association CUSIP® is a registered trademark of the American Bankers Association. CUSIP numbers have been assigned by an independent company not affiliated with the City and are included solely for the convenience of the holders of the Bond. The City is not responsible for the selection or use of these CUSIP numbers, does not undertake any responsibility for their accuracy, and makes no representation 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. No dealer, broker, salesman or other person has been authorized by the City of Norwalk, Connecticut (the “City”), to give any information or to make any representations, other than those contained in this Official Statement and if given or made, such other information or representation must not be relied upon as having been authorized by the foregoing. 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 set forth herein has been obtained by the City from sources which are believed to be reliable but it is not guaranteed as to accuracy or completeness. 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 City since the date of this Official Statement. Other than as to matters expressly set forth in Appendix A – “Audited Financial Statements” herein, the independent auditors for the City are not passing on and do not assume any responsibility for the accuracy or adequacy of the statements made in this Official Statement and make no representation that they have independently verified the same. The independent auditor has not been engaged to perform and has not performed, since the date of its report included herein, any procedures on the financial statements addressed in that report. The independent auditor also has not performed any procedures relating to this Official Statement. Other than as to matters expressly set forth in Appendix B – “Form of Opinion of Bond Counsel” herein, Bond Counsel is not passing on and does not assume any responsibility for the accuracy or adequacy of the statements made in this Official Statement and makes no representation that it has independently verified the same. Independent Bond and Investment Consultants LLC, the City’s Financial Advisor, has assisted the City in the preparation of this Official Statement from information supplied by City officials and other sources. Independent Bond and Investment Consultants LLC does not assume responsibility for the adequacy or accuracy of the statements made herein and makes no representation that it has independently verified the same. The City deems this Official Statement to be “final” for purposes of Securities and Exchange Commission Rule 15c2- 12(b)(1), but is subject to revision or amendment. In accordance with the requirements of Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission, the City will agree to provide, or cause to be provided, (i) annual financial information and operating data; (ii) notice of the occurrence of certain events not in excess of 10 business days after the occurrence of such events, and (iii) timely notice of a failure by the City to provide the required annual financial information on or before the date specified in the Continuing Disclosure Agreement to be executed in substantially the form of Appendix C to this Official Statement. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. BOND COUNSEL INDEPENDENT FINANCIAL ADVISOR PULLMAN & COMLEY, LLC INDEPENDENT BOND AND Bridgeport, Connecticut INVESTMENT CONSULTANTS LLC (203) 330-2000 Madison, Connecticut (203) 245-8715 TABLE OF CONTENTS Page # SECTION I – SECURITIES OFFERED Introduction ............................................................................................................................................................. 1 Description of the Bonds ......................................................................................................................................... 1 Optional Redemption ..............................................................................................................................................
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