Preliminary Official Statement -- WSSC CPI Bonds 2014
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OFFICIAL STATEMENT DATED APRIL 15, 2014 NEW ISSUE – Book-Entry Only Fitch Ratings: AAA Moody’s Investors Service: Aaa Standard & Poor’s Ratings Services: AAA See “Ratings” In the opinion of Bond Counsel, (i) under existing law, interest on the Bonds is exempt from taxation by the State of Maryland and its counties and municipalities; no opinion is expressed as to estate or inheritance taxes or any other taxes not levied or assessed directly on the interest on the Bonds; and (ii) assuming compliance with certain covenants described herein, interest on the Bonds will be excludable from gross income for federal income tax purposes under existing statutes, regulations and decisions. Interest on the Bonds for federal income tax purposes is not includable in the alternative minimum taxable income of individuals, corporations or other taxpayers as an enumerated item of tax preference or other specific adjustment; however, interest on the Bonds may be taken into account in determining “adjusted current earnings” for purposes of computing the alternative minimum tax for corporations, and interest on the Bonds will be subject to the branch profits tax imposed on foreign corporations engaged in a trade or business in the United States of America. See “TAX MATTERS.” $197,395,000 WASHINGTON SUBURBAN SANITARY DISTRICT, MARYLAND (MONTGOMERY AND PRINCE GEORGE’S COUNTIES, MARYLAND) $150,000,000 $47,395,000 Consolidated Public Improvement Consolidated Public Improvement Bonds of 2014 Refunding Bonds of 2014 Dated: Date of Delivery Due: June 1, as shown on the inside front cover Interest Payment Date: June 1 and December 1, beginning December 1, 2014 Denomination: $5,000 or any integral multiples thereof Form: Registered, book-entry only through the facilities of The Depository Trust Company Optional Redemption: The Construction Bonds maturing on or after June 1, 2025 are subject to redemption prior to maturity without premium. The Refunding Bonds are not subject to redemption prior to maturity. See “DESCRIPTION OF THE BONDS – Redemption Provisions.” Security: The Bonds are payable from unlimited ad valorem taxes upon all the assessable property within the District. See “SUMMARY OF DISTRICT AD VALOREM TAXES, WATER, SEWER AND OTHER CHARGES AND REVENUES THEREFROM” herein Purpose: The Bonds will provide funding for (i) the construction or reconstruction of water supply facilities, water supply lines and transmission mains, sewage disposal facilities, sewer collection mains and trunk sewers, and for Commission-built water/sewer pipes in subdivisions and (ii) the refunding of the Refunded Bonds (as defined herein). See “USES OF PROCEEDS OF CONSTRUCTION BONDS” and “REFUNDING PLAN.” Bond Counsel: McKennon Shelton & Henn LLP Financial Advisor: Public Advisory Consultants, Inc. Paying Agent, Bond Registrar and Escrow Agent: The Bank of New York Mellon Trust Company, N. A. FOR MATURITY SCHEDULES, INTEREST RATES, AND YIELDS AND CUSIP NUMBERS, SEE INSIDE FRONT COVER The Bonds are offered when, as and if issued and subject to the unqualified approving opinions of McKennon Shelton & Henn LLP and other conditions specified in the Notices of Sale. It is expected that the Bonds will be available for delivery through the facilities of The Depository Trust Company, New York, New York, on or about April 29, 2014. MATURITY SCHEDULES $150,000,000 CONSOLIDATED PUBLIC IMPROVEMENT BONDS OF 2014 Maturity Principal Interest CUSIP Maturity Principal Interest CUSIP June 1 Amount Rate** Yield** Number† June 1 Amount Rate** Yield** Number† 2015 $5,000,000 5.00% 0.10% 940157WG1 2030 $5,000,000 4.00% 3.07*% 940157WX4 2016 5,000,000 5.00 0.34 940157WH9 2031 5,000,000 4.00 3.15* 940157WY2 2017 5,000,000 5.00 0.61 940157WJ5 2032 5,000,000 4.00 3.21* 940157WZ9 2018 5,000,000 5.00 0.89 940157WK2 2033 5,000,000 4.00 3.28* 940157XA3 2019 5,000,000 5.00 1.14 940157WL0 2034 5,000,000 4.00 3.33* 940157XB1 2020 5,000,000 5.00 1.49 940157WM8 2035 5,000,000 4.00 3.41* 940157XC9 2021 5,000,000 5.00 1.76 940157WN6 2036 5,000,000 4.00 3.46* 940157XD7 2022 5,000,000 5.00 1.99 940157WP1 2037 5,000,000 4.00 3.51* 940157XE5 2023 5,000,000 5.00 2.17 940157WQ9 2038 5,000,000 4.00 3.55* 940157XF2 2024 5,000,000 4.00 2.38 940157WR7 2039 5,000,000 4.00 3.60* 940157XG0 2025 5,000,000 4.00 2.54* 940157WS5 2040 5,000,000 4.00 3.65* 940157XH8 2026 5,000,000 4.00 2.65* 940157WT3 2041 5,000,000 4.00 3.70* 940157XJ4 2027 5,000,000 4.00 2.82* 940157WU0 2042 5,000,000 4.00 3.74* 940157XK1 2028 5,000,000 4.00 2.92* 940157WV8 2043 5,000,000 4.00 3.75* 940157XL9 2029 5,000,000 4.00 2.99* 940157WW6 2044 5,000,000 4.00 3.76* 940157XM7 $47,395,000 CONSOLIDATED PUBLIC IMPROVEMENT REFUNDING BONDS OF 2014 Maturity Principal Interest CUSIP Maturity Principal Interest CUSIP June 1 Amount Rate** Yield** Number† June 1 Amount Rate** Yield** Number† 2015 $14,390,000 2.00% 0.13% 940157XN5 2019 $4,620,000 5.00% 1.16% 940157XS4 2016 7,895,000 4.00 0.35 940157XP0 2020 4,730,000 5.00 1.48 940157XT2 2017 4,380,000 5.00 0.63 940157XQ8 2021 4,980,000 5.00 1.75 940157XU9 2018 4,410,000 5.00 0.91 940157XR6 2022 1,990,000 5.00 1.98 940157XV7 _____________ * Yield to first par call ** The rates shown above are the rates payable by the District resulting from the successful bids for the Bonds of each series on April 15, 2014 by a group of banks and investment banking firms. The successful bidders have furnished to the Commission the initial public offering prices or yields shown above. Other information concerning the terms of the reoffering of the Bonds of each series, if any, should be obtained from the successful bidders and not from the Commission. See “Sale at Competitive Bidding.” † CUSIP (Committee on Uniform Securities Identification Procedures) numbers have been assigned by Standard & Poor’s CUSIP Service Bureau, division of The McGraw-Hill Companies, Inc. that is not affiliated with the Commission and the Commission is not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers are included solely for the convenience of bondholders and no representation is made as to the correctness of such CUSIP numbers. CUSIP numbers assigned to securities may be changed during the term of such securities based on a number of factors including, but not limited to, the refunding or defeasance of such securities or the use of secondary market financial products. The Commission has not agreed to, and there is no duty or obligation to, update this Official Statement to reflect any change or correction in the assigned CUSIP numbers set forth above. The use of CUSIP numbers in this Official Statement is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service Bureau. -i- WASHINGTON SUBURBAN SANITARY COMMISSION 14501 Sweitzer Lane, Laurel, Maryland 20707 301-206-7069 www.wsscwater.com COMMISSIONERS Gene W. Counihan, Chair Christopher Lawson, Vice Chair Omar M. Boulware Mary Hopkins-Navies Hon. Adrienne A. Mandel Dr. Roscoe M. Moore, Jr. SENIOR STAFF Jerry N. Johnson General Manager/CEO Sheila R. Finlayson, Corporate Secretary Christopher V. Cullinan, Acting Chief Financial Officer and Treasurer Jerome K. Blask, General Counsel Letitia Carolina-Powell, Acting Budget Group Leader BOND COUNSEL McKennon Shelton & Henn LLP FINANCIAL ADVISOR Public Advisory Consultants, Inc. BOND REGISTRAR, PAYING AGENT AND ESCROW AGENT The Bank of New York Mellon Trust Company, N.A. Additional copies of this Official Statement can be obtained from J.D. Noell, Disbursements Group Leader, Washington Suburban Sanitary Commission, 14501 Sweitzer Lane, Laurel, Maryland 20707 (301-206-7069), or from Public Advisory Consultants, Inc., 25 Crossroads Drive, Suite 402, Owings Mills, Maryland 21117 (410-581-4820). Copies of the latest Official Statements of Montgomery County and Prince George’s County are available at the offices of the respective counties. THE COMMISSION HAS NOT UNDERTAKEN TO AUDIT, AUTHENTICATE OR OTHERWISE VERIFY THE INFORMATION SET FORTH IN ANY OFFICIAL STATEMENT OF MONTGOMERY COUNTY OR PRINCE GEORGE’S COUNTY. REFERENCE TO THE OFFICIAL STATEMENTS OF MONTGOMERY COUNTY AND PRINCE GEORGE’S COUNTY IS INCLUDED HEREIN FOR CONVENIENCE ONLY AND ANY INFORMATION INCLUDED IN SUCH OFFICIAL STATEMENTS IS NOT INCORPORATED HEREIN, BY REFERENCE OR OTHERWISE. -ii- 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 provided by the Commission, Montgomery County and Prince George’s County. No dealer, broker, sales agent, financial consultant or any other person has been authorized by the Commission, Montgomery County, or Prince George’s County 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 by any of the foregoing. The Commission believes that the information contained in this Official Statement is correct and complete and has no knowledge of any inaccuracy or incompleteness as to any of the information herein contained. 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 Commission, Montgomery County or Prince George’s County, from the date hereof.