300000000 Airport System Revenue Bonds Series 2006A
Total Page:16
File Type:pdf, Size:1020Kb
NEW ISSUE/BOOK-ENTRY ONLY In the respective opinions of Co-Bond Counsel to the Authority to be delivered upon the issuance of the Series 2006A Bonds, under existing law and assuming compliance by the Authority with certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”), that must be met subsequent to the issuance of the Series 2006A Bonds, with which the Authority has certified, represented and covenanted its compliance, interest on the Series 2006A Bonds is excluded from gross income for federal income tax purposes except for any period during which such Series 2006A Bonds are held by a person who is a “substantial user” of the facilities financed or a “related” person, as those terms are used in Section 147(a) of the Code, but is an item of tax preference in calculating the federal alternative minimum tax liability of individuals, trusts, estates and corporations, Also, in the respective opinions of Co-Bond Counsel to be delivered upon the issuance of the Series 2006A Bonds, under existing law, interest on the Series 2006A Bonds is exempt from income taxation by the Commonwealth of Virginia and is exempt from all taxation of the District of Columbia except estate, inheritance and gift taxes. See “TAX MATTERS” for a more detailed discussion. $300,000,000 Airport System Revenue Bonds Series 2006A (AMT) Dated: Date of Delivery Due: October 1 in the years as shown herein Interest on the Metropolitan Washington Airports Authority’s (the “Authority”) $300,000,000 Airport System Revenue Bonds, Series 2006A (the “Series 2006A Bonds”), will be payable on April 1, 2006, and semiannually thereafter on each April 1 and October 1. The Series 2006A Bonds are issuable only in fully registered form in denominations of $5,000 or any integral multiple thereof. When issued, the Series 2006A Bonds will be registered in the name of Cede & Co., as nominee of the Depository Trust Company, New York, New York (“DTC”), to which payments of principal and interest will be made. Purchasers will acquire beneficial interests in the Series 2006A Bonds, in principal amounts shown below, in book-entry form only. DTC will remit such payments to its participants who will be responsible for remittance to beneficial owners. See “THE SERIES 2006A BONDS – Book-Entry Only System.” Proceeds of the Series 2006A Bonds will be used, together with other funds of the Authority, to (i) refund all of the Authority’s outstanding Airport System Revenue Commercial Paper Notes, Series One, (ii) refund a portion of the Authority’s outstanding Airport System Revenue Commercial Paper Notes, Series Two, (iii) pay a portion of the costs of certain capital projects at the Airports, (iv) pay capitalized interest on the Series 2006A Bonds and certain outstanding Bonds, (v) fund a deposit to the Series 2006A Reserve Account in the Debt Service Reserve Fund, and (vi) pay costs of issuing the Series 2006A Bonds. The Series 2006A Bonds will be issued under and secured by the Amended and Restated Master Indenture of Trust dated as of September 1, 2001, as previously supplemented and amended (the “Master Indenture”), and the Twenty-sixth Supplemental Indenture of Trust, dated as of January 1, 2006 (the “Twenty-sixth Supplemental Indenture” and, together with the Master Indenture, the “Indenture”), between the Authority and Manufacturers and Traders Trust Company (successor to Allfirst Bank), as Trustee. Except to the extent payable from the proceeds of the Series 2006A Bonds and any other moneys available for such payment, the Series 2006A Bonds will be payable from, and secured by a pledge of, Net Revenues of the Authority, as described herein, which pledge will be on a parity with the pledge of Net Revenues securing the Authority’s outstanding Bonds and other Bonds which may be issued in the future under the Indenture, as may be further supplemented. The Series 2006A Bonds will not be subject to acceleration upon an event of default or otherwise. THE SERIES 2006A BONDS SHALL NOT CONSTITUTE A DEBT OF THE DISTRICT OF COLUMBIA OR OF THE COMMONWEALTH OF VIRGINIA OR ANY POLITICAL SUBDIVISION THEREOF NOR A PLEDGE OF THE FAITH AND CREDIT OF THE DISTRICT OF COLUMBIA OR OF THE COMMONWEALTH OF VIRGINIA OR ANY POLITICAL SUBDIVISION THEREOF. THE ISSUANCE OF THE SERIES 2006A BONDS UNDER THE PROVISIONS OF THE DISTRICT ACT AND THE VIRGINIA ACT SHALL NOT DIRECTLY, INDIRECTLY, OR CONTINGENTLY OBLIGATE THE DISTRICT OF COLUMBIA OR THE COMMONWEALTH OF VIRGINIA OR ANY POLITICAL SUBDIVISION THEREOF TO ANY FORM OF TAXATION WHATSOEVER. THE AUTHORITY HAS NO TAXING POWER. The Series 2006A Bonds will mature on October 1 in the years and in the principal amounts, and will bear interest at the rates, as shown herein. The Series 2006A Bonds are subject to optional and mandatory sinking fund redemption prior to maturity as more fully described herein. The scheduled payment of the principal of and interest on the Series 2006A Bonds when due will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the Series 2006A Bonds by Financial Security Assurance Inc. (the “Financial Security”), as more fully described in “THE SERIES 2006A BONDS – Security and Source of Payment – Bond Insurance.” The Series 2006A Bonds are offered when, as and if issued and received by the Underwriters. Legal matters with respect to the validity of the Series 2006A Bonds are subject to the approval of Co-Bond Counsel to the Authority, Hogan & Hartson L.L.P., Washington, D.C., and Lewis, Munday, Harrell & Chambliss, Washington, D.C. Certain legal matters will be passed upon for the Authority by Edward S. Faggen, Vice President and General Counsel to the Authority, and for the Underwriters by their co-counsel, Hunton & Williams LLP, Washington, D.C. and McKenzie & Associates, Washington, D.C. It is expected that the Series 2006A Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about January 25, 2006. Merrill Lynch & Co. UBS Financial Services Inc. Banc of America Securities LLC BB&T Capital Markets Bear, Stearns & Co. Inc. a division of Scott & Stringfellow, Inc. Ferris Baker Watts, Inc. Lehman Brothers Morgan Keegan & Company, Inc. M.R. Beal & Company Raymond James & Associates Siebert Brandford Shank & Co., LLC This cover page, including the inside cover page, contains certain information for quick reference only. It is not a summary of this Official Statement. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision, paying particular attention to the matters discussed in Part II, “CERTAIN INVESTMENT CONSIDERATIONS.” January 12, 2006 Metropolitan Washington Airports Authority $300,000,000 Airport System Revenue Bonds Series 2006A (AMT) Year Principal Interest CUSIP October 1 Amount Rate Price Number 2030 $ 12,500,000 4.75% 100% 592646RQ8 $126,555,000 5.00% Term Bonds due October 1, 2032, to yield 4.68%* CUSIP: 592646RR6 $160,945,000 5.00% Term Bonds due October 1, 2035, to yield 4.70%* CUSIP: 592646RS4 _________________________ * Priced to the par call date of October 1, 2016. METROPOLITAN WASHINGTON AIRPORTS AUTHORITY 1 Aviation Circle Washington, D.C. 20001-6000 (703) 417-8700 MEMBERS OF THE AUTHORITY Mame Reiley, Chairman Honorable H.R. Crawford, Vice Chairman Robert Clarke Brown Honorable William W. Cobey Jr. Anne Crossman Mamadi Diané Norman M. Glasgow, Jr. William A. Hazel Weldon H. Latham Leonard Manning David T. Ralston, Jr. Charles D. Snelling Honorable David G. Speck SENIOR MANAGEMENT President and Chief Executive Officer.................... James E. Bennett Executive Vice President and Chief Operating Officer ....... Margaret E. McKeough Vice President and Secretary ........................... Gregory Wolfe Vice President and General Counsel ...................... Edward S. Faggen Vice President for Finance and Chief Financial Officer....... Lynn Hampton Vice President for Audit............................... Valerie Holt Vice President for Engineering ......................... Frank D. Holly Vice President for Communications...................... Jonathan Gaffney Vice President for Information Systems & Telecommunications George R. Ellis Vice President for Business Administration................ Steven C. Baker Vice President for Air Service Planning & Development ..... Mark Treadaway Vice President for Human Resources..................... Arl Williams Acting Vice President and Airport Manager - National ...... Harlan Byers Vice President and Airport Manager - Dulles .............. Christopher U. Browne Vice President for Public Safety......................... Elmer H. Tippett, Jr. AUTHORITY CONSULTANTS Co-Bond Counsel .................................... Hogan & Hartson L.L.P. Lewis, Munday, Harrell & Chambliss Co-Financial Advisors ................................ First Albany Capital Inc. P.G. Corbin & Company, Inc. Airport Consultant ................................... PB Aviation This Official Statement is provided in connection with the initial offering and sale of the Series 2006A Bonds referred to herein and may not be reproduced or be used, in whole or in part, for any other purpose. The information contained in this Official Statement has been derived from information provided by the Authority and other sources which are believed to be reliable. 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,