$9,000,000* YOUNTVILLE FINANCE AUTHORITY (Napa County ...

[Pages:15]OFFICIAL NOTICE OF SALE

$9,000,000* YOUNTVILLE FINANCE AUTHORITY

(Napa County, California) Lease Revenue Refunding Bonds, Series 2017

NOTICE IS HEREBY GIVEN that electronic or fax bid proposals for the purchase of $9,000,000* principal amount of "Yountville Finance Authority (Napa County, California) Lease Revenue Refunding Bonds, Series 2017" (the "Bonds"), will be received by representatives of the Yountville Finance Authority (the "Authority") at the time and in the form below specified.

Date and Time: TUESDAY, SEPTEMBER 26, 2017, until 9:00 A.M. (Pacific Daylight time).

Submission of Bids: Bids may be submitted (for receipt not later than the time set forth above) either (a) electronically via the Columbia Capital Auction website, ("Columbia Capital Auction"), or (b) by fax to (913) 312-8053. See "FORM OF BID" herein. No hand delivered bids will be accepted.

All bids must be accompanied by a good faith deposit, all as more fully described below under the caption "Bid Security."

This Official Notice of Sale is not a part of the POS (defined below). The inclusion of this Official Notice of Sale as an attachment to the POS is for purposes of convenience only.

Amendment and Modification. The Authority reserves the right to amend this Official Notice of Sale at any time prior to the bidding start time for the Bonds on Tuesday, September 26, 2017, by publishing such amendments through Columbia Capital Auction and Bloomberg.

Postponement. The Authority reserves the right to postpone, from time to time, the date established for the receipt of bids. Any such postponement will be announced through Columbia Capital Auction prior to any announced date for receipt of bids. If any date fixed for the receipt of bids and the sale of the Bonds is postponed, any alternative sale date will be announced through Columbia Capital Auction and Bloomberg at least 20 hours prior to such alternative sale date. On any such alternative sale date, any bidder may submit a bid for the purchase of the Bonds in conformity in all respects with the provisions of this Official Notice of Sale except for the date of sale and except for the changes announced through Columbia Capital Auction and Bloomberg.

The Bonds

The Bonds will be issued under an Indenture of Trust, dated as of October 1, 2017 (the "Indenture"), by and between the Authority and The Bank of New York Trust Company, N.A. (the "Trustee"). The Bonds will be dated as of their date of delivery. The Bonds will be serial bonds or term bonds as hereinafter described, and will be stated to mature on December 1 in each

* Preliminary, subject to change.

year in the amounts as finally determined in accordance with this Official Notice of Sale (see "Bid Procedure and Award").

The Bonds will be issued in a book entry only system with no physical distribution of the Bonds made to the public. The Depository Trust Company, New York, New York ("DTC"), will act as depository for the Bonds which will be immobilized in its custody. The Bonds will be registered in the name of Cede & Co., as nominee for DTC, on behalf of the participants in the DTC system and the subsequent beneficial owners of the Bonds. Individual purchases will be made in the maturities described below. Payments of principal and interest to DTC shall be the responsibility of the Trustee (described below) and disbursement of such payments to the beneficial owners shall be the responsibility of DTC's direct participants or indirect participants. As of the date of award of the Bonds, the successful bidder must either participate in DTC or must clear through or maintain a custodial relationship with an entity that participates in DTC. The fees and charges of DTC shall be borne by the successful bidder.

The final principal amount of the Bonds and the final amount of each maturity of the Bonds shall be subject to increase or reduction as described below under the heading "Adjustment of Principal Amounts." The preliminary maturity schedule is as follows:

Maturity (December 1)

2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028

*Preliminary, subject to change.

Principal Amount*

$330,000 335,000 335,000 340,000 345,000 350,000 355,000 365,000 370,000 380,000 385,000

Maturity (December 1)

2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039

Principal Amount*

$400,000 410,000 420,000 435,000 445,000 460,000 475,000 490,000 510,000 525,000 540,000

The Bonds shall bear interest, calculated on a 30/360 day basis, at a rate or rates to be fixed upon the sale thereof but not to exceed 12% per annum, payable semiannually on each June 1 and December 1, commencing June 1, 2018.

Principal of the Bonds will be payable upon surrender at the office of the Trustee in Los Angeles, California. Interest on the Bonds will be payable by check or draft mailed by first class mail to the owner at the address listed on the registration books maintained by the Trustee for such purpose.

Purpose

The Town, working together with the Authority, proposes to refund the Authority's outstanding Yountville Finance Authority 2008 Lease Revenue Bonds (Yountville Town Center Project) (the "2008 Bonds"), issued to finance the acquisition, installation and improvements of capital improvements throughout the geographic boundaries of the Town, and to pay the costs of issuance of the Bonds. To refund the 2008 Bonds, the Authority has determined to issue the Bonds.

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Security

In order to provide for the repayment of the Bonds, the Town and the Authority will enter into a lease agreement, dated as of October 1, 2017 (the "Lease Agreement"), by and between the Authority and the Town, pursuant to which the Town will agree to make lease payments from moneys in its General Fund and the Town will budget and appropriate sufficient amounts in each year to pay the full amount of principal of and interest on the Bonds, which payments under the Lease Agreement have been calculated to be sufficient to enable the Authority to pay the principal of and interest and premium (if any) on the Bonds when due and payable.

NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE TOWN OF YOUNTVILLE, THE STATE OF CALIFORNIA, OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE AUTHORITY, BUT ARE LIMITED OBLIGATIONS PAYABLE SOLELY FROM CERTAIN FUNDS HELD PURSUANT TO THE INDENTURE. NEITHER THE TOWN NOR THE STATE OF CALIFORNIA SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF THE BONDS, OR THE INTEREST THEREON AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE TOWN, THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THE BONDS. THE AUTHORITY HAS NO TAXING POWER.

Adjustment of Principal Amounts

Subsequent to the receipt of bids but prior to award, the Authority reserves the right to modify the total principal amount of the Bonds and the amount of any maturity in order to properly structure certain funds and accounts and substantially obtain annual debt service parameters determined by the Authority, based upon the interest rates and reoffering yields submitted by the successful bidder. The amount of the modification generally will not exceed the amount of net original issue premium or net original issue discount bid on the Bonds. Upon notification of preliminary award, the successful bidder must transmit to the Authority within 20 minutes, by fax or email, its reoffering yields on the Bonds. The successful bidder will be notified by means of telephone or facsimile transmission of any modification to such principal amount not later than 3:00 P.M. Pacific Standard time on the sale date. If the principal amounts are modified, the Authority will seek to modify the maturity schedule, or make other mutually agreeable changes, in a way that will neither increase nor reduce the successful bidder's spread as a percentage of the principal amount of the Bonds issued after taking into account such adjustments. The successful bidder may not withdraw its bid nor modify its proposal as a result of any post-bid revisions to the Bonds made by the Authority pursuant to this paragraph.

Mandatory Redemption; Bidder's Right to Designate Term Bonds

Bidders may designate two or more consecutive maturities of Bonds as term bonds, subject to the following limitations: (1) the final maturity date for the Bonds, including any term bond, shall be December 1, 2039; (2) each term Bond shall bear a single rate of interest; and (3) the term Bond(s) shall be subject to mandatory sinking fund redemption by lot on December 1 of each year, commencing with the year following the final serial bond maturity (or, if there is more than one term bond, the maturity date of any term bond having an earlier maturity, as the case may be), with the aggregate principal amount to be redeemed in each such year to be same as the aggregate principal amount set forth in the above maturity table and with each such redemption to be at a price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to the date fixed for redemption but without premium.

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If no term bonds are designated in the winning bid, the Bonds will mature serially as shown in the preceding schedule, as amended by the Authority under the section, "Adjustment of Principal Amounts," above.

Optional Redemption

The Bonds maturing on or before December 1, 2025, are not subject to redemption prior to their respective stated maturities. The Bonds maturing on or after December 1, 2026, are subject to redemption prior to maturity, at the option of the Authority, from any available source of funds, in whole or in part on any date on and after December 1, 2025, at a redemption price equal to the principal amount to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium.

If less than all of the Bonds shall be called for redemption, the particular Bonds or portions thereof to be redeemed shall be called in such order as shall be directed by the Authority and, in lieu of such direction, in inverse order of their maturity. Within a maturity, the Trustee shall select the Bonds for redemption by lot; provided, however, that the portion of any Bond to be redeemed shall be in the principal amount of five thousand dollars ($5,000) or some integral multiple thereof and that, in selecting Bonds for redemption, the Trustee shall treat each Bond as representing that number of Bonds which is obtained by dividing the principal amount of such Bond by five thousand dollars ($5,000).

Rating

S&P Global Ratings, a Standard & Poor's Financial Services LLC business, has assigned the rating of "AA" to the Bonds. The cost of obtaining such rating will be borne entirely by the Authority and not by the successful bidder.

Form of Bids

Electronic Bids. To the extent any instructions or directions set forth in Columbia Capital Auction conflict with this Official Notice of Sale, the terms of this Official Notice of Sale shall control.

Fax Bids. Fax bids must be faxed to the Authority, in care of the Municipal Advisor, to (913) 312-8053, using the bid form attached hereto as Exhibit A.

THE AUTHORITY RETAINS ABSOLUTE DISCRETION TO DETERMINE WHETHER ANY BID IS TIMELY, LEGIBLE AND COMPLETE. NONE OF THE AUTHORITY, THE MUNICIPAL ADVISOR, OR QUINT & THIMMIG LLP ("BOND COUNSEL") TAKES ANY RESPONSIBILITY FOR INFORMING ANY BIDDER PRIOR TO THE TIME FOR RECEIVING BIDS THAT ITS BID IS INCOMPLETE, ILLEGIBLE OR NOT RECEIVED.

EACH BIDDER SUBMITTING AN ELECTRONIC BID UNDERSTANDS AND AGREES BY DOING SO THAT IT IS SOLELY RESPONSIBLE FOR ALL ARRANGEMENTS WITH COLUMBIA CAPITAL AUCTION AND THAT COLUMBIA CAPITAL AUCTION IS NOT ACTING AS AN AGENT OF THE AUTHORITY. INSTRUCTIONS AND FORMS FOR SUBMITTING ELECTRONIC BIDS MUST BE OBTAINED FROM COLUMBIA CAPITAL AUCTION AND THE AUTHORITY ASSUMES NO RESPONSIBILITY FOR ENSURING OR VERIFYING BIDDER COMPLIANCE WITH THE PROCEDURES OF COLUMBIA CAPITAL AUCTION. THE AUTHORITY SHALL ASSUME THAT ANY BID RECEIVED THROUGH COLUMBIA CAPITAL AUCTION HAS BEEN MADE BY A DULY AUTHORIZED AGENT OF THE BIDDER.

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THE AUTHORITY WILL MAKE ITS BEST EFFORTS TO ACCOMMODATE ELECTRONIC BIDS; HOWEVER THE AUTHORITY, THE MUNICIPAL ADVISOR AND BOND COUNSEL ASSUME NO RESPONSIBILITY FOR ANY ERROR CONTAINED IN ANY BID SUBMITTED ELECTRONICALLY, OR FOR FAILURE OF ANY BID TO BE TRANSMITTED, RECEIVED OR ACCEPTED AT THE OFFICIAL TIME FOR RECEIPT OF BIDS. THE OFFICIAL TIME FOR RECEIPT OF BIDS WILL BE DETERMINED BY THE AUTHORITY AND THE AUTHORITY SHALL NOT BE REQUIRED TO ACCEPT THE TIME KEPT BY COLUMBIA CAPITAL AUCTION AS THE OFFICIAL TIME.

THERE IS NO GUARANTEE THAT THE MUNICIPAL ADVISOR'S FAX MACHINE WILL BE AVAILABLE TO RECEIVE BIDS PRIOR TO OR AT 9:00 A.M. PACIFIC DAYLIGHT TIME ON THE DATE LISTED ABOVE. FAX BIDS ARE AT THE RISK OF THE BIDDER. Each fax bid must be in accordance with the terms and conditions set forth herein, and must be submitted on, or in substantial accordance with, the Bid Form attached hereto.

Only FINRA registered broker-dealers and dealer banks with DTC clearing arrangements will be eligible to bid. To place an electronic bid, the bidders must first visit the Columbia Capital Auction website where, if they have never registered with Columbia Capital Auction, MuniAuction, or any other website powered by Grant Street Group, they can register and then request admission to bid on the Bonds. There is no charge for registration with Columbia Capital Auction. The Authority will determine whether any request for admission is granted. Bidders will be notified prior to the scheduled bidding time of their admission to bid.

Bids must be received by the undersigned prior to 9:00 a.m. on September 26, 2017. The Authority shall not be responsible for any failure, misdirection or error in the means of transmission selected by any bidder. The Authority reserves the right to waive irregularities and to reject any or all bids. Bids received after 9:00 a.m. on September 26, 2017, will not be considered.

Rules of Columbia Capital Auction. The "Rules of Columbia Capital Auction" can be viewed on Columbia Capital Auction's website and are incorporated herein by reference. Electronic bidders must comply with the Rules of Columbia Capital Auction in addition to the requirements of this Notice of Sale.

Conditions of Bids. Bids will be received on the Bonds bearing such rate or rates of interest as may be specified by the bidders, subject to the following conditions:

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Each bid shall be for all of the Bonds.

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Each interest rate specified shall be a multiple of 1/8th or 1/100th of 1.00%,

or both. The same interest rate shall apply to all Bonds of the same maturity.

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No supplemental interest payments will be authorized.

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No bid shall be for less than 98% of the principal amount of the Bonds.

? than 98%.

No maturity on or after December 1, 2026, may be offered at a price of less

Each bid shall specify the total interest cost (expressed in dollars) during the life of the Bonds on the basis of such bid and the discount or premium, if any, offered by the bidder. Each bid shall also specify the true interest cost to the Authority on the basis of such bid. Solely for purposes of the calculations set forth in the two preceding sentences, each bidder shall assume an issuance and dated date for the Bonds of October 24, 2017. Each bidder agrees that, if it is awarded

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the Bonds, it will provide to the Authority the certificate described under the caption "Certification as to Offering Prices" in this Notice.

Basis of Award

Following the opening of the bids, the low bidder (the "Low Bidder") with respect to the Bonds will be designated by a representative of the Authority. The Low Bidder will be the bidder whose bid will result in the lowest "true interest cost" ("TIC" or the "Canadian Method"), determined as follows: the TIC is that annual interest rate which, when used to compute the present value of all scheduled payments of principal of and interest on the Bonds as of the settlement date, produces an amount equal to the purchase price of the Bonds. For purposes of computing TIC, the purchase price of the Bonds shall be the aggregate purchase price bid, plus accrued interest, if any, and present value shall be computed on the basis of semiannual compounding and a 360-day year consisting of twelve 30-day months. Solely for purposes of the calculations set forth in this paragraph, each bidder shall assume an issuance and dated date for the Bonds of October 24, 2017. No bidder will be designated as the Low Bidder or as the successful bidder unless its bid shall be in compliance with the other terms and conditions of this Notice. In the event that two or more bidders offer bids for the Bonds at the same lowest TIC, a representative of the Authority will determine by lot which bidder will be designated as the Low Bidder. If there is a discrepancy between the interest rates specified on the bid and the TIC, the interest rates shall govern, and the TIC shall be adjusted accordingly. The Bonds, if awarded, will be awarded to the Low Bidder with respect to the Bonds.

Reoffering Yields and Underwriter's Discount

Upon notification of preliminary award, the successful bidder must transmit to the Authority within 20 minutes, by fax or email, its reoffering yields and prices on, and underwriter's discount with respect to the Bonds.

Bid Security

A good faith deposit ("Deposit") in the form of a wire transfer, a certified or cashier's check drawn on a responsible bank or trust company in the amount of $180,000.00, payable to the order of the Trustee, must accompany each proposal as a guaranty that the bidder, if successful, will accept and pay for the Bonds in accordance with the terms of its proposal.

A Deposit in the form of a wire transfer should be made as follows:

The Bank of New York Mellon ABA # 021000018 Account # 1028868400 Account Name: Yountville LRB 2017 Good Faith

Manner and Time of Delivery

The Deposit of the successful bidder will be applied to the purchase price of the Bonds. If the successful bidder fails or neglects to complete the purchase of the Bonds when the Bonds are tendered by the Authority for delivery, the amount of the Deposit will be forfeited (as liquidated damages for non-compliance with the bid) to the Authority, except as hereinafter provided. In that event the Authority may reoffer the Bonds for public or negotiated sale. The successful bidder will not be required to accept delivery of the Bonds if they are not tendered for delivery within sixty (60) days from the date herein stated for opening bids. If the Bonds are not so tendered within said period of time, the Deposit will be returned to the successful bidder upon request. However, the

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Authority contemplates effecting delivery of the Bonds to the successful bidder on or about October 24, 2017.

Conditions of Closing

As a condition to the obligation of the successful bidder to accept delivery of and pay for the Bonds, the successful bidder will be furnished the following documents:

(a) The opinion of Bond Counsel approving the validity of the Bonds and stating that, subject, however to certain qualifications described herein, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes, such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although for the purpose of computing the alternative minimum tax imposed on certain corporations, such interest is taken into account in determining certain income and earnings, the Bonds are "qualified tax-exempt obligations" within the meaning of section 265(b)(3) of the Internal Revenue Code of 1986, and such interest is exempt from California personal income taxes. Other federal tax consequences to holders of the Bonds, if any, are not addressed in the opinion;

(b) A certificate of the Authority certifying that on the basis of the facts, estimates and circumstances in existence on the date of issue, it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds;

(c) The receipt of the Trustee evidencing the receipt of the purchase price of the Bonds, including interest accrued to the date of delivery thereof;

(d) A certificate of the Authority, certifying that there is no known litigation threatened or pending affecting the validity of the Bonds; and

(e) A certificate of the Authority, signed by an officer of the Authority, acting in his official capacity, to the effect that at the time of the sale of the Bonds, and at all times subsequent thereto up to and including the time of the delivery of the Bonds, the OS (defined below) does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and further certifying that the signatory knows of no material adverse change in the condition of the Authority which would make it unreasonable for the purchaser of the Bonds to rely upon the OS in connection with the resale of the Bonds.

CUSIP Numbers

It is anticipated that CUSIP numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds in accordance with the terms of the purchase contract. All expenses of printing CUSIP numbers on the Bonds and the CUSIP Service Bureau charge for the assignment of said numbers shall be paid by the Authority.

Establishment of Issue Prices

(a) The winning bidder shall assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at closing an "issue price" or similar certificate setting forth the reasonably expected initial offering price to the public of the Bonds, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder, the Authority and Bond Counsel. All actions to be

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taken by the Authority under this Notice of Sale to establish the issue price of the Bonds may be taken on behalf of the Authority by the Municipal Advisor and any notice or report to be provided to the Authority may be provided to the Municipal Advisor.

(b) The Authority intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining "competitive sale" for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds (the "competitive sale requirements") because:

(i) the Authority shall disseminate this Notice of Sale to potential underwriters in a manner that is reasonably designed to reach potential underwriters;

(ii) all bidders shall have an equal opportunity to bid;

(iii) the Authority may receive bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and

(iv) the Authority anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to purchase the Bonds at the highest price (or lowest interest cost), as set forth in this Notice of Sale.

Any bid submitted pursuant to this Notice of Sale shall be considered a firm offer for the purchase of the Bonds, as specified in the bid.

In the event the successful bidder is unable to use the competitive sale safe harbor, the "hold the price rule" will not be imposed.

Continuing Disclosure

In order to assist bidders in complying with S.E.C. Rule 15c2-12(b)(5), the Authority will undertake, pursuant to the resolution authorizing issuance of the Bonds and a Continuing Disclosure Certificate, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the POS (defined below) and will also be set forth in the OS. The Town is now, and has been for each of the last five (5) years, in material compliance with its existing continuing disclosure obligations.

California Debt and Investment Advisory Commission

The successful bidder will be required, pursuant to State law, to pay any fees to the California Debt and Investment Advisory Commission when due.

Preliminary and Final Official Statement

The Authority's Preliminary Official Statement ("POS"), dated September 20, 2017, is available for viewing in electronic format at Columbia Capital Auction. All bidders must review the POS and certify that they have done so prior to participating in the bidding.

The POS is deemed by the Authority to be final as of its date, for purposes of SEC Rule 15C2-12(b)(1) under the Securities Exchange Act of 1934, except for the omission of information concerning the offering price(s), interest rates(s), selling compensation, aggregate principal amount of the Bonds, description of bond insurance, and any other terms or provisions to be determined from the successful bid or depending on such matters, and the identity of the underwriter(s). The POS is, however, subject to such further revisions, amendments and completion in a final official statement the ("OS") as may be necessary.

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