Hartford Stadium Authority
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OFFICIAL STATEMENT DATED FEBRUARY 17, 2015 ® NEW ISSUE- BOOK-ENTRY-ONLY Rating: S&P: A+ (See “RATING” herein) In the opinion of Robinson & Cole LLP, Bond Counsel, based on existing statutes and court decisions and assuming continuing compliance with certain covenants and procedures relating to requirements of the Internal Revenue Code of 1986, as amended (the “Code”), interest on the Series 2015A Bonds is excluded from gross income for federal income tax purposes and is not treated as an item of tax preference for purposes of computing the federal alternative minimum tax. Interest on the Series 2015A Bonds may be includable in the calculation of certain taxes under the Code, including the federal alternative minimum tax imposed on certain corporations. In the opinion of Robinson & Cole LLP, Bond Counsel, under existing law, interest on the Series 2015B Bonds is included in gross income for federal income tax purposes. In the opinion of Robinson & Cole LLP, Bond Counsel, based on existing statutes, interest on the Series 2015 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. See “Tax Matters” herein. $62,450,000 HARTFORD STADIUM AUTHORITY Lease Revenue Bonds, Series 2015 Consisting of: $39,055,000 $23,395,000 Lease Revenue Bonds, Series 2015A Lease Revenue Bonds, Series 2015B (Federally Taxable) Dated: Date of Delivery Due: As Shown on Inside Cover Page The $39,055,000 Hartford Stadium Authority Lease Revenue Bonds, Series 2015A (the “Series 2015A Bonds”) and $23,395,000 Hartford Stadium Authority Lease Revenue Bonds, Series 2015B (Federally Taxable) (the “Series 2015B Bonds” and collectively with the Series 2015A Bonds, the “Series 2015 Bonds”) are issuable only as fully registered bonds without coupons, and when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Series 2015 Bonds. Purchases of beneficial interests in the Series 2015 Bonds will be made in book-entry-only form, in the denomination of $5,000 or any integral multiple thereof. Purchasers of beneficial interests will not receive Series 2015 Bonds representing their ownership interests in the Series 2015 Bonds. So long as Cede & Co., as nominee of DTC, is the Bondowner, references herein to the Bondowners or registered owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners (as defined herein) of the Series 2015 Bonds. See “THE SERIES 2015 BONDS-Book-Entry-Only System” herein. Principal and Sinking Fund Installments of, and premium, if any, on the Series 2015 Bonds will be due February 1 in each of the years 2017 through 2042. The Series 2015 Bonds will bear interest from the date of delivery, payable semiannually on August 1 and February 1 of each year until maturity or prior redemption, commencing August 1, 2015. Principal and interest on the Series 2015 Bonds will be paid directly to DTC by U.S. Bank National Association, Hartford, Connecticut, as Paying Agent, so long as DTC or its nominee, Cede & Co., is the Bondowner. Disbursement of such payments to DTC’s Direct Participants (as defined herein) is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of the Direct Participants and the Indirect Participants (as defined herein), as more fully described herein. The Series 2015 Bonds will be special limited obligations of the Hartford Stadium Authority (the “Authority”), payable solely from the Revenues of the Authority which are paid to U.S. Bank National Association, Hartford, Connecticut, as Trustee (the “Trustee”) for the account of the Authority by the City of Hartford, Connecticut (the “City”), a political subdivision of the State of Connecticut (the “State”), in accordance with the provisions of the Lease Agreement, dated as of February 1, 2015 (the “Lease”), by and between the Authority and the City. The Lease provides for the payment of Base Rent to be made by the City when the principal and Sinking Fund Installments of and interest on the Series 2015 Bonds are due. The obligation to make payments of Base Rent and Additional Rent pursuant to the Lease is an absolute and unconditional obligation of the City, subject to annual appropriation by the City. The Series 2015 Bonds will be secured under the provisions of the Trust Agreement, dated as of February 1, 2015 (the “Trust Agreement”), by and between the Authority and the Trustee. The Lease will be assigned to the Trustee as security for the payment of the principal and Sinking Fund Installments of, premium, if any, and interest on the Series 2015 Bonds pursuant to an Assignment of Lease Agreement, dated as of February 1, 2015, of the Authority to the Trustee. The Series 2015 Bonds are subject to optional redemption, mandatory sinking fund redemption and extraordinary optional redemption prior to maturity. See “THE SERIES 2015 BONDS” herein. THE OBLIGATION OF THE CITY TO MAKE LEASE PAYMENTS PURSUANT TO THE LEASE IS SUBJECT TO AND DEPENDENT UPON LAWFUL APPROPRIATIONS BEING MADE BY THE COURT OF COMMON COUNCIL OF THE CITY FOR SUCH PURPOSE. THE AUTHORITY’S OBLIGATION TO MAKE BOND PAYMENTS ON THE SERIES 2015 BONDS IS LIMITED TO THE AMOUNT OF LEASE PAYMENTS RECEIVED BY THE TRUSTEE FROM THE CITY PURSUANT TO THE ASSIGNMENT OF THE LEASE AND FROM CERTAIN OTHER LIMITED SOURCES AS SET FORTH IN THE TRUST AGREEMENT. THE BONDS DO NOT REPRESENT OR CONSTITUTE INDEBTEDNESS OF, OR A PLEDGE OF THE FULL FAITH AND CREDIT OR TAXING POWER OF, THE STATE OF CONNECTICUT, THE CITY OR THE AUTHORITY. THE AUTHORITY HAS NO TAXING POWER. The Series 2015 Bonds are offered when, as and if issued and received by the Underwriters, subject to the approval of legality by Robinson & Cole LLP, Hartford, Connecticut, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the Underwriters by its counsel, Shipman & Goodwin LLP of Hartford, Connecticut and for the Trustee by its counsel, Updike, Kelly & Spellacy, P.C. of Hartford, Connecticut. Certain legal matters will be passed upon by the City’s Disclosure Counsel, Murtha Cullina LLP, of Hartford, Connecticut. It is expected that delivery of the Series 2015 Bonds in book-entry-only form will be made through the facilities of DTC in New York, New York, on or about February 24, 2015. JEFFERIES WILLIAM BLAIR $62,450,000 HARTFORD STADIUM AUTHORITY Lease Revenue Bonds, Series 2015 Consisting of: $39,055,000 Lease Revenue Bonds, Series 2015A Dated: Date of Delivery Due: February 1, as shown below Interest CUSIP Interest CUSIP Due Amount Rate Yield Number1 Due Amount Rate Yield Number1 2017 $795,000 5.00% 1.230% 416465AA0 2022 $1,015,000 5.00% 2.830% 416465AF9 2018 835,000 5.00 1.660 416465AB8 2023 1,065,000 5.00 3.010 416465AG7 2019 875,000 5.00 1.960 416465AC6 2024 1,120,000 3.00 3.160 416465AH5 2020 920,000 5.00 2.280 416465AD4 2025 1,150,000 3.00 3.280 416465AJ1 2021 965,000 5.00 2.530 416465AE2 $16,855,000 - 5.00% Term Bonds due February 1, 2036 – Yield 4.030% CUSIP 416465AL6 $13,460,000 - 4.00% Term Bonds due February 1, 2042 – Yield 4.150% CUSIP 416465AK8 $23,395,000 Lease Revenue Bonds, Series 2015B (Federally Taxable) Dated: Date of Delivery Due: February 1, as shown below $23,395,000 - 5.375% Term Bonds due February 1, 2042 – Yield 5.625% CUSIP 416465AM4 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 Authority and are included solely for the convenience of the holders of the Series 2015 Bonds. The Authority 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 Series 2015 Bonds or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2015 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 Series 2015 Bonds. This Official Statement does not constitute an offering of any security other than the original offering of the Series 2015 Bonds identified on the inside cover. No dealer, broker, salesperson or other person has been authorized 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 representations must not be relied upon as having been authorized. 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 Series 2015 Bonds by any person or in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information herein has been furnished by sources that are believed to be reliable, but it is not guaranteed as to its accuracy or completeness. The City assumes no liability or responsibility for the information appearing herein other than the information under the captions “CONTINUING DISCLOSURE” and “LITIGATION” (as it relates to the City) and in Appendix A.