HomeMy WebLinkAbout(0097) Attachment to 35th Supp Ord.pdfPRIVATE PLACEMENT MEMORANDUM DATED
NEW ISSUE BOOK -ENTRY -ONLY
On the date of initial delivery of the Bonds (defined below), Issuer's Co -Bond Counsel (defined on page i) will render its
opinion substantially in the form attached in APPENDIX C - FORM OF OPINION OF CO -BOND COUNSEL.
$62,725,000
CITY OF FORT WORTH
WATER AND SEWER SYSTEM REVENUE BONDS,
SERIES 2020 (the "Bonds")
Dated: March 1, 2020
Due: February 15
Interest Date: Interest on the Bonds will be payable on August 15 and February 15 each year,
commencing August 15, 2020 (each an "Interest Payment Date"). The Bonds will bear
interest at the rates per annum set forth in "APPENDIX A - MATURITY
SCHEDULE."
Record Date: The close of business on the last business day of the calendar month immediately
preceding the applicable Interest Payment Date.
Date Interest Accrues:
Each Bond shall bear interest from the Delivery Date thereof or the most recent Interest
Payment Date to which interest has been paid or provided for at the rate set forth, such
interest payable semiannually on August 15 and February 15 of each year until the
earliest of maturity or prior redemption, commencing on August 15, 2020.
Redemption:
The Bonds are subject to redemption prior to maturity as provided herein. See "THE
BONDS - Redemption Provisions" herein.
Authorized
The Bonds are being issued as fully registered bonds in denominations of $5,000, or
Denominations:
any integral multiple thereof.
Paying
The paying agent ("Paying Agent/Registrar") for the Bonds is BOKF, NA, Dallas,
Agent/Registrar/Registrar:
Texas.
Book -Entry -Only System
Upon initial issuance, the ownership of the Bonds will be registered in the registration
books of the Issuer kept by the Paying Agent/Registrar, in the name of Cede & Co., as
nominee of The Depository Trust Company, New York, New York ("DTC") to which
principal, redemption premium, if any, and interest payments on the Bonds will be
made. The purchasers of the Bonds will not receive physical delivery of bond
certificates. Principal of, interest, and premium if any, on the Bonds will be payable at
the designated office of the Paying Agent/Registrar in Dallas, Texas as the same
become due and payable.
Issuer:
City of Fort Worth.
Official Action:
ORDINANCE adopted February 18, 2020.
Purpose:
See "APPENDIX B — FORM OF OFFICIAL ACTION."
Security for the Bonds:
See "APPENDIX B — FORM OF OFFICIAL ACTION."
Ratings:
See "OTHER INFORMATION - Ratings".
Delivery Date:
March 26, 2020.
See "APPENDIX A - MATURITY SCHEDULE" for Principal Amounts, Maturities, Interest Rates,
Prices or Yields, and Initial CUSIP Numbers
CITY OF FORT WORTH, TEXAS
ELECTED OFFICIALS
Term
City Council
Expires
Occupation
Betsy Price
May 2021
Mayor
Mayor, Place 1
Carlos E. Flores
May 2021
Engineer
Councilmember, Place 2
Brian Byrd
May 2021
Physician
Councilmember, Place 3
Cary Moon
May 2021
Financial Services; Developer
Councilmember, Place 4
Gyna Bivens
May 2021
President and Executive Director of North Texas LEAD
Councilmember, Place 5
Jungus Jordan
May 2021
Retired Air Force/ Economist/ Cook Children's
Councilmember, Place 6
Dennis Shingleton
May 2021
Retired Army Colonel; Retired Senior Associate Dean at the UNT Health Science Center
Councilmember, Place 7
Kelly Allen Gray
May 2021
Councilmember
Councilmember, Place 8
Ann Zadeh
May 2021
Councilmember
Councilmember, Place 9
SELECTED ADMINISTRATIVE STAFF
Length of
Length of
Service in
Service
Name
Position
Present Position
With City
David Cooke
City Manager
5 Years
5 Years
Fernando Costa
Assistant City Manager
10 Years
19 Years
Jay Chap
Assistant City Manager
4 Years
22 Years
Valerie Washington
Assistant City Manager
4 Years
4 Years
Dana Burghdoff
Interim Assistant City Manager
9 Months
20 Years
Kevin Gunn
Interim Assistant City Manager
9 Months
5 Years
Reginald Zeno
Chief Financial Officer
9 Months
9 Months
Sarah Fullenwider
City Attorney
8 Years
20 Years
Mary J. Kayser
City Secretary
8 Years
8 Years
Chris Harder
Director of Water Department
I Year
19 Years
CONSULTANTS AND ADVISORS
Co -Bond Counsel........................................................................................................................ McCall, Parkhurst & Horton L.L.P.
Dallas, Texas
Kelly Hart & Hallman LLP
Fort Worth, Texas
Co -Financial Advisors......................................................................................................................................Hilltop Securities Inc.
Fort Worth, Texas
Estrada Hinojosa & Company, Inc.
Dallas, Texas
i
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TABLE OF CONTENTS
Page
INTRODUCTION......................................................................................................................................................1
THEBONDS..............................................................................................................................................................1
GeneralDescription...............................................................................................................................................1
Purpose..................................................................................................................................................................1
Authorityfor Issuance...........................................................................................................................................1
Securityfor the Bonds........................................................................................................................................... l
RedemptionProvisions.......................................................................................................................................... l
Notice of Redemption; Selection of Bonds to Be Redeemed................................................................................2
Book -Entry -Only System.......................................................................................................................................2
TAXMATTERS........................................................................................................................................................2
Opinion..................................................................................................................................................................2
OTHERINFORMATION..........................................................................................................................................3
Settlement of Purchase Obligations.......................................................................................................................3
ForwardLooking Statements.................................................................................................................................3
Ratings...................................................................................................................................................................3
LITIGATION.............................................................................................................................................................3
General................................................................................................................................................................... 3
TheIssuer...............................................................................................................................................................3
CONTINUING DISCLOSURE OF INFORMATION...............................................................................................3
Compliance with Prior Undertakings.....................................................................................................................3
MISCELLANEOUS...................................................................................................................................................4
ADDITIONAL INFORMATION..............................................................................................................................4
APPENDIX A MATURITY SCHEDULE
APPENDIX B FORM OF OFFICIAL ACTION
APPENDIX C FORM OF OPINION OF CO -BOND COUNSEL
ii
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Private Placement Memorandum
relating to
$62,725,000
CITY OF FORT WORTH
WATER AND SEWER SYSTEM REVENUE BONDS,
SERIES 2020 (the "Bonds")
INTRODUCTION
This Private Placement Memorandum, including the cover page and appendices, contains brief descriptions
of the Issuer, provides certain information with respect to the issuance by the Issuer, and summaries of certain
provisions of the "Bonds" pursuant to the Official Action. Except as otherwise set forth herein, capitalized terms used
but not defined in this Private Placement Memorandum have the meanings assigned to them in the Official Action.
See "APPENDIX B — FORM OF OFFICIAL ACTION" attached hereto.
APPENDIX A contains the maturity schedule for the Bonds. APPENDIX B contains the Official Action and
a description of the purpose for the proceeds of the Bonds. APPENDIX C contains a copy of the proposed opinion of
Co -Bond Counsel with respect to the Bonds. The summaries of the documents contained in the forepart of this Private
Placement Memorandum are not complete or definitive, and every statement made in this Private Placement
Memorandum concerning any provision of any document is qualified by reference to such document in its entirety.
THE BONDS
General Description
The Bonds are being issued in the aggregate principal amount set forth in APPENDIX A of this Private
Placement Memorandum and will mature and be subject to redemption prior to maturity as described in APPENDIX
A. The Bonds are being issued as fully registered bonds in denominations of $5,000, or any integral multiple from
their date of delivery. The Bonds will be dated March 1, 2020 and will mature on the dates referenced thereon, and
will bear interest at the rates per annum set forth in "APPENDIX A - MATURITY SCHEDULE."
Interest on the Bonds is payable semiannually on each Interest Payment Date, and will be calculated on the
basis of a 360-day year consisting of twelve 30-day months. Principal of and the redemption price with respect to the
Bonds will be payable to the Owners upon presentation and surrender at the designated office of the Paying
Agent/Registrar; provided, however, that so long as Cede & Co. (or other DTC nominee) is the registered owner of
the Bonds, all payments will be made as described under "THE BONDS - Book -Entry -Only System" herein.
Purpose
See ""APPENDIX B - FORM OF OFFICIAL ACTION".
Authority for Issuance
The Bonds are issued pursuant to the Constitution and general laws of the State of Texas, particularly Chapter
1502, Texas Government Code, and the terms of the Master Ordinance and the Thirty -Fifth Supplemental Ordinance
(collectively, the "Ordinance").
Security for the Bonds
See "APPENDIX B - FORM OF OFFICIAL ACTION."
Redemption Provisions
The Issuer has reserved the option to redeem the Bonds maturing on or after February 15, 2031, in whole or
in part in inverse order of maturity, before their respective scheduled maturity dates, on August 15, 2030, or on any
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date thereafter, at a price equal to the principal amount of the Bonds so called for redemption plus accrued interest to
the date fixed for redemption. If less than all of the Bonds are to be redeemed, the Issuer shall determine the amounts
and maturities thereof to be redeemed and, if less than all of the Bonds of a stated maturity are to be redeemed, the
Issuer shall direct the Paying Agent/Registrar to call by lot Bonds, or portions thereof within such maturity and in
such amounts, for redemption.
Notice of Redemption; Selection of Bonds to Be Redeemed
See "APPENDIX B - FORM OF OFFICIAL ACTION."
The Paying Agent/Registrar, so long as a Book -Entry -Only System is used for the Bonds, will send any notice
of redemption of the Bonds, notice of proposed amendment to the Ordinance or other notices with respect to the Bonds
only to DTC. Any failure by DTC to advise any DTC participant, or of any DTC participant or indirect participant to
notify the beneficial owner, shall not affect the validity of the redemption of the Bonds called for redemption or any
other action premised on any such notice. Redemption of portions of the Bonds by the Issuer will reduce the
outstanding principal amount of such Obligations held by DTC.
Book -Entry -Only System
The information in this caption concerning The Depository Trust Company, New York, New York ("DTC')
and DTC's book entry system has been obtained from DTC and the Issuer makes no representation or warranty nor
takes any responsibility for the accuracy or completeness of such information.
DTC will act as securities depository for the Bonds. The Bonds will be issued as fully -registered securities
registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully -registered certificate will be issued for each maturity of the Bonds and
deposited with DTC. See "APPENDIX B - FORM OF OFFICIAL ACTION."
DTC is a limited -purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset
servicing for over 3.5 million issues of U.S. and non-U.S. equity, corporate and municipal debt issues, and money
market instrument (from over 100 countries) that DTC's participants (the "Direct Participants") deposit with DTC.
DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions, in
deposited securities, through electronic computerized book entry transfers and pledges between Direct Participants'
accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both
U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC
is the holding company for DTC, National Securities Clearance Corporation, and Fixed Income Clearance
Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries.
Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). Direct Participants and Indirect Participants are
collectively referred to as "Participants".DTC has Standard & Poor's highest rating: "AA+." The DTC Rules
applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC
can be found at www.dtcc.com and www.dtc.org.
TAX MATTERS
Opinion
Co -Bond Counsel will deliver its opinion on the date of delivery of the Bonds substantially in the form as
attached in "APPENDIX C - FORM OF OPINION OF CO -BOND COUNSEL."
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OTHER INFORMATION
Settlement of Purchase of Obligations
The Board and the Issuer intend for the delivery of the Bonds to be facilitated through the book -entry only
system of DTC. See "THE BONDS - Book -Entry -Only System". In connection with the delivery of the Bonds, a
settlement agent may be used to effect the delivery of the Bonds. If such a settlement agent is used, such settlement
agent (i) is being used solely to facilitate book -entry delivery of the Bonds, (ii) will be acting solely as a "Clearing
DTC Participant" and not as an "underwriter" (each as defined in Section2(a)(11) of the U.S. Securities Act of 1933,
as amended), (iii) is not acting as a fiduciary or municipal advisor to the Board or the Issuer with regard to the Bonds
and, accordingly, has no fiduciary duty to either the Board of the Issuer under Federal or state securities laws, and
therefore is not required by federal or state law to act in the best interests of the Board or the Issuer, (iv) in providing
information to either the Board or the Issuer, is not providing "advice" with the meaning of Section 15B of the
Securities Exchange Act of 1934, as amended, and that the information provided has not been relied on by either the
Board or the Issuer in the issuance of the Bonds and (v) has not provided any legal, accounting, regulatory or tax
advice to the Issuer.
Forward Looking Statements
The statements contained in this Private Placement Memorandum, including the cover page, appendices, and
any other information or documents provided by the Issuer, that are not purely historical, are forward -looking
statements, including statements regarding the Issuer's expectations, hopes, intentions, or strategies regarding the
future. Holders and beneficial owners of the Bonds have placed reliance on forward -looking statements. All forward -
looking statements included in this Private Placement Memorandum are based on information available to the Issuer
on the date hereof. It is important to note that the Issuer's actual results could differ materially from those in such
forward -looking statements.
Ratings
The existing outstanding water and sewer senior lien revenue bonds of the City are rated "AA+" by S&P
Global Ratings, a division of S&P Global Inc, "AA" by Fitch Ratings and "Aal" by Moody's Investors Service, Inc.
An explanation of the significance of such ratings may be obtained from the company furnishing the rating. The
ratings reflect only the respective views of such rating companies, and the City makes no representation as to the
appropriateness of the ratings. There is no assurance that such ratings will continue for any given period of time, or
that they will not be revised downward or withdrawn entirely by any or all of such rating companies, if in the judgment
of any of the companies circumstances so warrant. Any such downward revision or withdrawal of such ratings by any
of them may have an adverse effect on the market price of the Bonds. No application has been made to any rating
agency or municipal bond insurance company for qualification of the Bonds for ratings or municipal bond
insurance, respectively.
LITIGATION
General
On the date of delivery of the Bonds to the initial purchasers thereof, the Issuer will execute and deliver a
certificate to the effect that, except as disclosed herein, no litigation of any nature has been filed or is pending, as of
that date, to restrain or enjoin the issuance or delivery of the Bonds or which would affect the provisions made for
their payment or security or in any manner questioning the validity of the Bonds.
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The Issuer
There is no litigation, proceeding, inquiry, or investigation pending by or before any court or other
governmental authority or entity (or, to the best knowledge of the Issuer, threatened) that adversely affects the power,
authority or obligation of the Issuer to deliver the Bonds, the security for, or the validity of, the Bonds or the financial
condition of the Issuer.
CONTINUING DISCLOSURE OF INFORMATION
In the Official Action, the Issuer has made a continuing disclosure undertaking agreement for the benefit of
the holders and beneficial owners of the Bonds. The Issuer is required to observe the agreement for so long as it
remains obligated to advance funds to pay the Bonds. Under the agreement, the Issuer will be obligated to provide
certain updated financial information and operating data, and timely notice of specified material events, to the
Municipal Securities Rulemaking Board through the Electronic Municipal Market Access System. SEE "APPENDIX
B - FORM OF OFFICIAL ACTION."
Compliance with Prior Undertakings
During the last five years, the Issuer believes it has complied in all material respects with all continuing
disclosure agreements made by it in accordance with the Rule.
MISCELLANEOUS
Any statements made in this Private Placement Memorandum involving matters of opinion or of estimates,
whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is
made that any of the estimates will be realized. Neither this Private Placement Memorandum nor any statement that
may have been made verbally or in writing is to be construed as a contract with the owners of the Bonds.
The information contained above is neither guaranteed as to accuracy or completeness nor to be construed as
a representation by the Issuer. The information and expressions of opinion herein are subject to change without notice
and neither the delivery of this Private Placement Memorandum nor any sale made hereunder is to create, under any
circumstances, any implication that there has been no change in the affairs of the Issuer or the Issuer from the date
hereof.
The Private Placement Memorandum is submitted in connection with the sale of the securities referred to
herein to the Texas Water Development Board on the Delivery Date and may not be reproduced or used, as a whole
or in part, for any other purpose.
ADDITIONAL INFORMATION
The Private Placement Memorandum speaks only as of its date and the information contained herein is
subject to change. Descriptions of the Bonds and the Official Action and any other agreements and documents
contained herein constitute summaries of certain provisions thereof and do not purport to be complete. This Private
Placement Memorandum was approved by the Issuer.
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Amount
M aturity
February 15
$3,115,000
2021
3,115,000
2022
3,115,000
2023
3,115,000
2024
3,115,000
2025
3,115,000
2026
3,115,000
2027
3,115,000
2028
3,115,000
2029
3,115,000
2030
APPENDIX A
MATURITY SCHEDULE
CUSIP Prefix: 349515 (1)
Interest
Yield/
CUSIP
Maturity
Interest
Yield/ CUSIP
Rate
Price
Suffl O) Amount
February 15
Rate
Price SuffX(I)
***
***
$3,115,000
2031
0.090%
0.090%
***
***
3,120,000
2032
0.180%
0.180%
***
***
3,130,000
2033
0.250%
0.250%
***
***
3,135,000
2034
0.300%
0.300%
***
***
3,145,000
2035
0.350%
0.350%
***
***
3,160,000
2036
0.390%
0.390%
***
***
3,170,000
2037
0.420%
0.420%
***
***
3,185,000
2038
0.460%
0.460%
***
***
3,200,000
2039
0.510%
0.510%
0.030%
0.030%
3,215,000
2040
0.540%
0.540%
(1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data is provided by CUSIP Global
Services, managed on behalf of the American Bankers Association by S&P Global Market Intelligence. This data
is not intended to create a database and does not serve in any way as a substitute for the CUSIP services. CUSIP
numbers are provided for convenience of reference only. Neither the Issuer nor the Financial Advisor take any
responsibility for the accuracy of the CUSIP numbers set forth herein.
A-1
APPENDIX B
FORM OF OFFICIAL ACTION
APPENDIX C
FORM OF OPINION OF CO -BOND COUNSEL