$77,520,000 FLORIDA MUNICIPAL POWER AGENCY Stanton II Project Revenue Bonds, Series 2012A

Transcription

1 NEW ISSUE BOOK-ENTRY-ONLY Ratings: See Credit Ratings In the opinion of Bond Counsel, under existing law and assuming compliance with the tax covenants described herein, and the accuracy of certain representations and certifications made by FMPA described herein, interest on the Offered Securities is excluded from gross income for Federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the Code ). Bond Counsel is also of the opinion that such interest is not treated as a preference item in calculating the alternative minimum tax imposed under the Code with respect to individuals and corporations. See TAX MATTERS herein regarding certain other tax considerations. $77,520,000 FLORIDA MUNICIPAL POWER AGENCY Stanton II Project Revenue Bonds, Series 2012A Dated: Date of Issuance Due: As Shown On Inside Front Cover Florida Municipal Power Agency ( FMPA or the Agency ) is issuing its Stanton II Project Revenue Bonds, Series 2012A (the Offered Securities ) to provide funds for the Stanton II Project (the Project ). The Offered Securities are being issued to (i) purchase and retire Bonds previously issued by the Agency, (ii) refund Bonds previously issued by the Agency, (iii) finance capital improvements for the Project, (iv) pay fees in connection with the termination of the portion of the interest rate swap agreements that relate to the Bonds being retired, (v) fund the Debt Service Reserve Account for the Offered Securities and (vi) pay the costs of issuance of the Offered Securities. The Offered Securities are payable and secured on a parity with FMPA s senior lien Bonds issued for the Project, including those senior lien Bonds presently outstanding and those that may be issued for the Project in the future. The Offered Securities are issuable as fully registered bonds and when issued will be registered in the name of Cede & Co., as Bondholder and Securities Depository Nominee of The Depository Trust Company, New York, New York. Individual purchases will be made in book-entry-only form through DTC Participants. TD Bank, National Association, Jacksonville, Florida is the Trustee, Paying Agent and Bond Registrar for the Offered Securities and all other parity senior lien Bonds. The Offered Securities will be issued in authorized denominations of $5,000 or any integral multiple thereof, and will accrue interest from their dated date payable April 1 and October 1, commencing April 1, 2013, at the rates and mature on the dates set forth on the inside front cover of this Official Statement. The Offered Securities will be subject to redemption prior to maturity as described herein. The Offered Securities are direct and special obligations of FMPA, payable from the revenues and other funds of the Project pledged thereto under the Resolution. Neither the State of Florida nor any political subdivision thereof, other than FMPA, nor any Member of FMPA, is obligated to pay the Offered Securities. Neither the full faith and credit nor the taxing power of the State of Florida or any political subdivision thereof or any Member is pledged to the payment of the Offered Securities. FMPA has no taxing power. MATURITY SCHEDULE See Inside Front Cover The Offered Securities are offered when, as and if issued by FMPA and received by the Underwriter, subject to the approval of legality by Nixon Peabody LLP, New York, New York, Bond Counsel. Certain legal matters in connection with the Offered Securities will be passed upon for the Underwriter by its counsel, Orrick, Herrington & Sutcliffe LLP, New York, New York. Certain legal matters in connection with the Offered Securities are subject to the approval of Frederick M. Bryant, Esquire, FMPA s General Counsel and Chief Legal Officer. Dunlap & Associates, Inc., Winter Park, Florida, is acting as FMPA s Financial Advisor. It is expected that the Offered Securities in book-entry-only form will be available for delivery through The Depository Trust Company in New York, New York on or about September 12, Dated: August 30, 2012 Wells Fargo Securities

2 FLORIDA MUNICIPAL POWER AGENCY $77,520,000 STANTON II PROJECT REVENUE BONDS, SERIES 2012A $73,420,000 Serial Bonds DUE PRINCIPAL INTEREST OCTOBER 1, AMOUNT RATE YIELD CUSIP (1) 2013 $1,435,000 2% 0.430% D ,840, D ,060, D ,250, D ,675, D ,850, D ,080, D ,310, D ,620, E ,870, E ,185, (2) E ,480, (2) E ,765, (2) E ,000, (2) E76 $4,100,000 3% Term Bond due October 1, 2027, Price , CUSIP(1) E84 (1) (2) CUSIP data herein are provided by Standard & Poor s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The CUSIP numbers listed above are being provided solely for the convenience of Holders of the Offered Securities only at the time of issuance of the Offered Securities and FMPA and the Underwriter do not make any representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Offered Securities 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 Offered Securities. Priced to the first optional call on October 1, 2022.

3 FLORIDA MUNICIPAL POWER AGENCY 8553 Commodity Circle Orlando, Florida (407) Telecopy: (407) OFFICERS OF THE BOARD Vicente R. Ruano, Chairman Kevin McCarthy, Vice Chairman Lou Hernandez, Secretary Bill Conrad, Treasurer PARTICIPANTS IN THE STANTON II PROJECT Fort Pierce Utilities Authority City of Homestead Utility Board of the City of Key West Kissimmee Utility Authority City of St. Cloud City of Starke City of Vero Beach MANAGEMENT Nicholas P. Guarriello, General Manager and CEO Frederick M. Bryant, Esquire, General Counsel and CLO Mark J. Larson, CPA, Assistant General Manager, Finance and Information Technology and CFO Thomas E. Reedy, P.E., Assistant General Manager, Power Resources Mark McCain, Assistant General Manager, Member Services, Human Resources and Public Relations Frank Gaffney, Assistant General Manager of and Officer of Regulatory Compliance Janet Davis, Treasurer FINANCIAL ADVISOR Dunlap & Associates, Inc. Winter Park, Florida TRUSTEE TD Bank, National Association Jacksonville, Florida BOND COUNSEL Nixon Peabody LLP New York, New York INDEPENDENT ACCOUNTANTS Purvis Gray & Company Ocala, Florida

4 No dealer or any other person has been authorized to give any information or to make any representation, other than the information and representations contained herein, in connection with the offering of the Offered Securities and, if given or made, such information or representations must not be relied upon. This Official Statement does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Offered Securities, to any person in any jurisdiction to whom it is unlawful to make such solicitation, offer or sale. 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 create, under any circumstances, any implication that there has been no change in the affairs of FMPA or the Participants since the date hereof. The information in this Official Statement has been furnished by FMPA, the Participants and the Orlando Utilities Commission, and includes information from other sources, all of which are believed to be reliable. The purpose of this Official Statement is to provide information to prospective investors in the Offered Securities and is not to be used for any other purpose or relied on by any other person. This Official Statement contains statements which, to the extent they are not recitations of historical fact, constitute forward-looking statements. In this respect, the words estimate, project, anticipate, expect, intend, believe and similar expressions are intended to identify forward-looking statements. A number of factors affecting FMPA s and the Participants business and financial results could cause actual results to differ materially from those stated in the forward-looking statements. IN CONNECTION WITH THE OFFERING OF THE OFFERED SECURITIES, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICES OF SUCH OFFERED SECURITIES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE OFFERED SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR HAS THE RESOLUTION BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939 IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

5 TABLE OF CONTENTS Page INTRODUCTION... 1 Information Included by Specific Cross- Reference... 1 Florida Municipal Power Agency... 1 The Project... 2 Authority for the Offered Securities... 2 Purpose of the Offered Securities... 2 Outstanding Indebtedness... 2 Trustee... 3 Payments Under the Power Sales Contracts and Project Support Contracts... 3 Security for the Offered Securities... 3 Additional Bonds... 4 Subordinated Debt... 4 Major Participants... 4 DESCRIPTION OF THE OFFERED SECURITIES... 4 General... 4 Redemption Provisions... 5 PLAN OF FINANCE... 6 ESTIMATED SOURCES AND USES OF FUNDS... 7 DEBT SERVICE REQUIREMENTS... 8 SECURITY AND SOURCES OF PAYMENT FOR THE OFFERED SECURITIES... 8 Pledge Under the Resolution... 8 Power Sales Contracts and Project Support Contracts... 9 Rate Covenants... 9 Additional Bonds... 9 Subordinated Debt Flow of Funds Under the Resolution Debt Service Reserve THE POWER SALES CONTRACTS AND PROJECT SUPPORT CONTRACTS Payments Under Power Sales Contracts and Project Support Contracts Power Entitlement Shares RISK MANAGEMENT General Interest Rate Swaps FLORIDA MUNICIPAL POWER AGENCY General Organization and Management THE PROJECT General Stanton Energy Center Description of Stanton Unit No Stanton Unit No. 2 Ownership Participation Agreement Environmental and Operational Compliance Fuel Transmission Arrangements Power Marketing Contracts Availability Additional Financing Summary of Project Operating Results Management Discussion and Analysis THE MAJOR PARTICIPANTS St. Cloud Arrangements With OUC Major Participants Historical Net Energy Requirements and Peak Demand OTHER FMPA PROJECTS Page Introduction Stanton Project St. Lucie Project Tri-City Project All-Requirements Project Future Power Supply and Operations STATE UTILITY REGULATION ENVIRONMENTAL REGULATION General Cross-State Air Pollution Rule Mercury and Air Toxics Standards Climate Change Policy and Greenhouse Gas Controls New Source Review Enforcement Actions Acid Rain Program Regional Haze Regulations for CO2 Injection Wells Cooling Water Fresh Water Supplies The Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) Coal Ash National Ambient Air Quality Standards Numeric Nutrient Criteria ( NNC ) CERTAIN FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY General Federal Energy Regulatory Commission EPAct 1992 and Access to Transmission Energy Policy Act of 2005 and Subsequent Implementation UNDERWRITING FINANCIAL ADVISORS LITIGATION ENFORCEABILITY OF REMEDIES CREDIT RATINGS Offered Securities General TAX MATTERS Federal Income Taxes Original Issue Discount Original Issue Premium Ancillary Tax Matters Changes in Law and Post Issuance Events APPROVAL OF LEGAL PROCEEDINGS VALIDATION ADDITIONAL FMPA INFORMATION; CONTINUING DISCLOSURE ADDITIONAL INFORMATION REGARDING OUC DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS MISCELLANEOUS APPENDIX A - MEMBERS PARTICIPATION IN FMPA PROJECTS... A-1 APPENDIX B - THE MAJOR PARTICIPANTS... B-1 APPENDIX C - PROPOSED FORM OF OPINION OF BOND COUNSEL... C-1 APPENDIX D - BOOK-ENTRY-ONLY SYSTEM... D-1 APPENDIX E - CONTINUING DISCLOSURE UNDER SEC RULE 15C E-1

6 [THIS PAGE INTENTIONALLY LEFT BLANK]

7 OFFICIAL STATEMENT of the FLORIDA MUNICIPAL POWER AGENCY relating to its $77,520,000 STANTON II PROJECT REVENUE BONDS, SERIES 2012A INTRODUCTION The purpose of this Official Statement (which includes the cover page, inside cover page, the appendices and the information included by specific cross-reference below) of the Florida Municipal Power Agency ( FMPA or the Agency ) is to set forth information concerning FMPA and its $77,520,000 principal amount of Stanton II Project Revenue Bonds, Series 2012A (the Offered Securities ). This Introduction contains a summary of certain of the information contained in this Official Statement. In order to make an informed decision as to whether to invest in the Offered Securities, a potential investor must read this Official Statement in its entirety. Information Included by Specific Cross-Reference On July 1, 2009, FMPA commenced filing and will in the future file annual and other information with the Electronic Municipal Market Access System ( EMMA ) of the Municipal Securities Rulemaking Board ( MSRB ). Information on file with EMMA relating to FMPA can be accessed at by clicking the Market Activity tab, clicking the Continuing Disclosure tab, searching for Florida Municipal Power Agency and accessing the relevant information described below. Prior to July 1, 2009, FMPA filed annual and other information with each former Nationally Recognized Municipal Securities Information Repository. The following documents (each as defined herein) have been filed with EMMA and are included by specific cross-reference in this Official Statement (the Documents ): Annual Audit Report for the Fiscal Year ended September 30, 2011 Certain Definitions and Summary of Certain Provisions of the Resolution Summary of Certain Provisions of the Power Sales Contracts Summary of Certain Provisions of the Project Support Contracts Summary of Certain Provisions of the Participation Agreement Capitalized terms not otherwise defined in this Official Statement shall have the meanings set forth in such Documents. Florida Municipal Power Agency FMPA is a governmental legal entity, organized and existing under (i) Section of the Florida Statutes (the Florida Interlocal Cooperation Act ), (ii) Chapter 361, Part II of the Florida Statutes (the Joint Power Act and, together with the Florida Interlocal Cooperation Act, the Act ), and (iii) an interlocal agreement creating FMPA among the 30 members of FMPA (each individually a Member and collectively, the Members ) executed pursuant to the foregoing statutory authority (the Interlocal Agreement ). The Members of FMPA are 30 Florida city commissions, city and town councils, utility boards, commissions or utility authorities. Under Florida law, FMPA has authority to undertake and finance specified projects and, among other things, to plan, finance, acquire, construct, reconstruct, own, lease, operate, maintain, repair, improve, extend or otherwise participate jointly in those projects. An additional city, Winter Park, has been approved for membership in FMPA subject to completion of filings required by State law. FMPA has the authority to issue bonds or bond anticipation notes for the purpose of financing or refinancing the costs of these projects. See FLORIDA MUNICIPAL POWER AGENCY.

8 The Project The Stanton II Project (the Project ) consists of (i) a % ( MW) undivided ownership interest in the Curtis H. Stanton Energy Center Unit No. 2 ( Stanton Unit No. 2 ), a coal-fired electric generating unit with a current normal high dispatch limit of 429 MW, constructed and operated by the Orlando Utilities Commission ( OUC ), (ii) any Additional Facilities, and (iii) related contractual arrangements and agreements including arrangements and agreements for the transmission of Electric Capacity and Electric Energy from Stanton Unit No. 2. The seven Members of FMPA that currently participate in the Project are listed on the page facing the inside cover page of this Official Statement (individually each of those Members is referred to herein as a Participant and collectively as the Participants ) and have elected to participate in the Project through execution by each Participant and FMPA of separate Power Sales Contracts and Project Support Contracts (each a Power Sales Contract and a Project Support Contract ). For the Project, FMPA s undivided ownership interest in Stanton Unit No. 2, Stanton Unit No. 2 Site and FMPA s use of the Common Facilities were conveyed by OUC and purchased by FMPA pursuant to a participation agreement between FMPA and OUC dated as of June 26, 1991 (as amended, the Participation Agreement ). See THE PROJECT. Authority for the Offered Securities The Offered Securities are being issued pursuant to (i) the Act, (ii) the Stanton II Project Revenue Bond Resolution adopted by FMPA on June 26, 1991, as amended and restated in its entirety on April 10, 2002 (the Stanton II Bond Resolution ) and (iii) the Series 2012A Supplemental Stanton II Project Revenue Bond Resolution (Fixed Rate Bonds), adopted by FMPA on July 12, 2012 authorizing the Offered Securities (the Stanton II Series Resolution ). The Stanton II Bond Resolution, as supplemented and amended, including as supplemented by the Stanton II Series Resolution, is called the Resolution. Purpose of the Offered Securities The proceeds of the Offered Securities will be used, together with other available funds, to: (i) purchase and retire $21,600,000 aggregate principal amount of Stanton II Project Refunding Revenue Bonds, Series 2000 (Auction Rate Securities) and $2,300,000 aggregate principal amount of Stanton II Project Refunding Revenue Bonds, Series 2004 (Auction Rate Securities) (together, the Retired Bonds ) previously issued by the Agency, (ii) refund $52,085,000 aggregate principal amount of Stanton II Project Refunding Revenue Bonds, Series 2002 (the Refunded Bonds ) previously issued by the Agency, (iii) finance capital improvements for the Project, (iv) pay fees in connection with the termination of the portion of the interest rate swap agreements that relate to the Retired Bonds, (v) fund the Debt Service Reserve Requirement for the Offered Securities and (v) pay the costs of issuance of the Offered Securities. Outstanding Indebtedness The outstanding Bonds related to the Project are reflected in the table below. The table does not reflect the issuance of the Offered Securities, the payment of the Retired Bonds or the redemption of the Refunded Bonds. Outstanding Principal Amount Series of Bonds $ 39,475,000 Refunding Revenue Bonds, Series 2000 (Auction Rate Securities) (the Stanton II 2000 Bonds ) 55,940,000 Refunding Revenue Bonds, Series 2002 (the Stanton II 2002 Bonds ) 9,040,000 Refunding Revenue Bonds, Series 2003A (the Stanton II 2003A Bonds ) 57,775,000 Refunding Revenue Bonds, Series 2004 (Auction Rate Securities) (the Stanton II 2004 Bonds ) 6,215,000 Refunding Revenue Bonds, Series 2009A Bonds (the Stanton II 2009 Bonds ) $168,445,000 The outstanding Stanton II 2000 Bonds, Stanton II 2002 Bonds, the Stanton II 2003A Bonds, Stanton II 2004 Bonds, Stanton II 2009 Bonds and the Offered Securities are parity senior lien bonds and, together with all additional senior lien bonds on a parity therewith issued in the future (the Additional Bonds ) pursuant to the Stanton II Resolution, are called the Bonds. 2

9 The Stanton II 2000 Bonds and the Stanton II 2004 Bonds are auction rate securities with respect to which FMPA has entered into variable to fixed rate swap agreements. In connection with the purchase and retirement of the Retired Bonds, a portion of the notional amount of the related interest rate swaps equal to the principal amount of the Retired Bonds will be terminated. See RISK MANAGEMENT Interest Rate Swaps. A portion of the Stanton II 2002 Bonds in the amount of $1,730,000 are variable rate bonds with respect to which FMPA has entered into variable to fixed interest rate swap agreement. The interest rate swap agreement related to these Stanton II 2002 Bonds will terminate in accordance with its terms on October 1, 2012 when those related Stanton II 2002 Bonds mature. See RISK MANAGEMENT Interest Rate Swaps. The Project also has an outstanding loan in the amount of approximately $1.4 million. See Subordinated Debt below. Trustee TD Bank, National Association is the Trustee under the Resolution for all debt issued under the Resolution, including all Bonds. Payments Under the Power Sales Contracts and Project Support Contracts Each of the Power Sales Contracts and the Project Support Contracts between FMPA and the seven Participants in the Project provides for payments by the Participants of amounts sufficient to pay debt service on all Bonds, including the Offered Securities and any Subordinated Debt (defined herein), and all other payments required by the Resolution, such as operation and maintenance costs of the Project and deposits to reserves. See THE POWER SALES CONTRACTS AND PROJECT SUPPORT CONTRACTS and APPENDIX B THE MAJOR PARTICIPANTS CITY OF VERO BEACH. Security for the Offered Securities The Offered Securities are direct and special obligations of FMPA payable solely from and secured solely by a pledge and assignment of (i) the proceeds of the sale of the Offered Securities, until expended, (ii) all right, title and interest of FMPA in, to and under the Power Sales Contracts and Project Support Contracts, (iii) the Revenues (as defined in the Resolution), and (iv) all funds established by the Resolution (including the 2012 DSR Subaccount (defined below) but excluding subaccounts in the Debt Service Reserve Account pledged to a particular Series of Bonds other than the Offered Securities), including investment income, if any, thereon, subject only to the provisions of the Resolution permitting the application thereof for the purposes and on the terms and conditions set forth therein. FMPA has covenanted in the Resolution to fix, charge and collect rates and charges for the sale of the output of the Project to generate revenues in each year in an amount (with other available funds of FMPA related to the Project) sufficient to pay all of FMPA s costs and expenses in connection with the Project for that year, including the Project operation and maintenance costs and debt service on all Bonds, including the Offered Securities and Subordinated Debt, if any, for that year. See SECURITY AND SOURCES OF PAYMENT FOR THE OFFERED SECURITIES. Each Participant has agreed in its Power Sales Contract and its Project Support Contract to fix, charge and collect rates and charges for the services of its electric or integrated utility system in each year sufficient to pay costs and expenses of its utility system for that year, including all amounts payable to FMPA under its Power Sales Contract and Project Support Contract for that year. APPENDIX A gives each Member s participation in any FMPA project. The Debt Service Reserve Requirement for the Offered Securities will equal fifty percent (50%) of maximum annual debt service on the Offered Securities. On the date of issuance of the Offered Securities, FMPA will deposit an amount equal to the Debt Service Reserve Requirement from the proceeds of the Offered Securities to a segregated subaccount of the Debt Service Reserve Account held by the Trustee under the Resolution (the 3

10 2012 DSR Subaccount ). The 2012 DSR Subaccount is pledged only to the payment of the Offered Securities and not to the payment of any other Bonds currently outstanding or Additional Bonds to be issued in the future. Additional Bonds FMPA may issue additional parity senior lien bonds in an unlimited amount for the purpose of paying all or a portion of the Cost of Acquisition and Construction of any Additional Facilities for the Project upon compliance with certain terms and conditions set forth in the Resolution. FMPA does not currently anticipate issuing a significant amount of Additional Bonds for the Project to pay the Cost of Acquisition and Construction of any Additional Facilities; however, to the extent that additional funds are needed for capital expenditures for the Project, FMPA expects that it would issue Additional Bonds or Subordinated Debt (defined below). The Resolution also authorizes the issuance of Additional Bonds to refund outstanding Bonds issued under the Resolution pursuant to the conditions specified in the Resolution FMPA continues to analyze the possibility of issuing Additional Bonds in the aggregate amount necessary to purchase Stanton II 2000 Bonds and Stanton II 2004 Bonds tendered in response to a fixed rate price public tender process to be held subsequent to the issuance of the Offered Securities. FMPA will only move forward with this process if the Agency determines that such process is economically advantageous. Subordinated Debt The Resolution authorizes FMPA to incur subordinated indebtedness ( Subordinated Debt ) in an unlimited amount for any lawful purpose of FMPA related to the Project. The Project has an outstanding loan in the amount of approximately $1.4 million with Wells Fargo Bank, National Association. See UNDERWRITING. Major Participants Attached hereto as APPENDIX B is certain information for the Participants having the five largest Power Entitlement Shares for the Project Fort Pierce, Key West, KUA, St. Cloud and Vero Beach. These five Participants are referred to in this Official Statement as the Major Participants. The Power Entitlement Shares of the Major Participants aggregate approximately 90.5 percent of the Project. Currently, one of the Project s Major Participants, Vero Beach, is considering selling its electric system to FPL. On August 16, 2012, the City of Vero Beach announced that it has agreed to a non-binding term sheet to sell its electric system to FPL and assign its Power Entitlement Share in the Project to OUC. A further contract built upon the non-binding term sheet is expected to be brought back to Vero Beach in the coming months for approval. Any assignment of Vero Beach s Power Entitlement Share in the Project would be subject to all contractual commitments to FMPA being met by Vero Beach. Pursuant to the terms of the Resolution, FMPA will enforce all requirements of the Power Sales Contract, the Project Support Contract and the Resolution for the benefit and protection of the bondholders and the other Participants. The continued participation of Vero Beach in the Project is discussed in APPENDIX B MAJOR PARTICIPANTS CITY OF VERO BEACH Possible Sale of Electric System to FPL. General DESCRIPTION OF THE OFFERED SECURITIES The following is a summary of certain provisions of the Offered Securities. Reference is made to the Offered Securities themselves for the complete text thereof and to the Resolution, and the discussion herein is qualified by such references. See INTRODUCTION Information Included by Specific Cross-Reference. The Offered Securities will be dated the date of delivery thereof and will bear interest from such date payable semiannually on April 1 and October 1 of each year, commencing April 1, 2013, until the principal amount is paid. The Offered Securities shall mature on October 1 in the years and principal amounts and bear interest at the rates per annum set forth on the inside cover page of this Official Statement. Interest on the Offered Securities will 4

11 be computed on the basis of a 360-day year consisting of twelve 30-day months. The record date for the Offered Securities is the 15 th day of the month preceding each interest payment date. The Offered Securities are issuable only as fully registered bonds in authorized denominations of $5,000 or any integral multiple thereof. The Offered Securities will be registered in the name of Cede & Co., as Bondholder and Securities Depository Nominee of The Depository Trust Company, New York, New York ( DTC ). Individual purchases will be made in book-entry only form through DTC Participants. So long as the Offered Securities are registered in the name of Cede & Co., principal of, and interest on, the Offered Securities will be paid to Cede & Co. as the registered owner and notices will be sent only to Cede & Co. Cede & Co. is responsible for notifying DTC Participants of any notices, and DTC Participants and Indirect Participants are responsible for notifying Beneficial Owners. See APPENDIX D BOOK-ENTRY-ONLY SYSTEM. Redemption Provisions Optional Redemption. The Offered Securities maturing on or after October 1, 2023 are subject to redemption upon notice prior to maturity, at the election of FMPA on or after October 1, 2022, as a whole or in part at any time at the redemption price of 100% of the principal amount of the Offered Securities or portions thereof to be redeemed, together with accrued interest to the date fixed for redemption if such redemption date is not an Interest Payment Date. Mandatory Redemption. The Offered Securities maturing October 1, 2027 will be subject to mandatory redemption on October 1, 2026 in the amount of $1,150,000. Redemption Procedures. In the event of redemption of less than all of the Outstanding Offered Securities of a Series, the maturities to be redeemed will be selected by FMPA, and within a maturity, the Trustee will select the Offered Securities of a Series to be redeemed in such manner as the Trustee deems fair and appropriate. The Trustee will mail any required notice of redemption to the registered Holders of the applicable Offered Securities or portions thereof which are to be redeemed, but receipt of such notice will not be a condition precedent to such redemption, and failure to receive any such notice will not affect the validity of the proceedings for the redemption of such Offered Securities called for redemption. New Offered Securities representing the unredeemed balance of the principal amount of any such Offered Securities shall be issued to the registered owner thereof (which shall be Cede & Co., as Securities Depository Nominee of DTC, for so long as the system of registration described in APPENDIX D BOOK-ENTRY-ONLY SYSTEM shall be in effect), without charge therefor, in any authorized denominations in an aggregate unpaid principal amount equal to the unredeemed portion of the Offered Securities surrendered. Notice of Redemption. In the event that any of the Offered Securities of a Series are called for redemption, the Trustee must give notice, at least ten days prior to the date fixed for redemption, or such longer period as may be required by DTC or any successor securities depository, in the name of FMPA, of the redemption of such Offered Securities, which notice must specify the date of redemption, the Redemption Price and the place or places where amounts due upon such redemption will be payable and, if less than all of the Offered Securities of a Series are to be redeemed, the numbers of such Offered Securities and the principal portions thereof to be redeemed. Such notice shall further state that on such date thereof there shall become due and payable upon such Offered Securities or portions thereof to be redeemed the Redemption Price, together with interest accrued to the redemption date, if such redemption date is not an Interest Payment Date, and that from and after the redemption date interest thereon shall cease to accrue and be payable. So long as all of the Offered Securities remain immobilized in the custody of DTC, any such notice of redemption of any Offered Security will be delivered only to DTC. DTC is responsible for notifying DTC Participants of such redemption and DTC Participants and Indirect Participants are responsible for notifying Beneficial Owners of such redemption. FMPA is not responsible for sending notices to Beneficial Owners. Any notice of optional redemption may state that it is conditional upon receipt by the Trustee of monies sufficient to pay the Redemption Price of the Offered Securities or upon the satisfaction of any other condition, or that it may be rescinded upon the occurrence of any other event. Any such conditional notice may be rescinded at any time before payment of the Redemption Price if any specified condition is not satisfied or any specified event 5

12 occurs. Notice of such rescission shall be given by the Trustee to affected Bondholders as promptly as practicable upon the failure of such condition or the occurrence of such event. PLAN OF FINANCE The proceeds of the Offered Securities will be used, together with other available funds, to: (i) purchase and retire $23,900,000 aggregate principal amount of Retired Bonds previously issued by the Agency, as identified in the chart below, (ii) redeem $52,085,000 aggregate principal amount of Refunded Bonds previously issued by the Agency, as identified in the chart below, (iii) finance capital improvements for the Project, (iv) pay fees in connection with the termination of the portion of the interest rate swap agreements that relate to the Retired Bonds and the Refunded Bonds, (v) fund the Debt Service Reserve Requirement for the Offered Securities and (vi) pay the costs of issuance of the Offered Securities. Series Maturity Amount Retired Bonds: Series 2000 October 1, 2027 $21,600,000 Series 2004 October 1, ,300,000 Refunded Bonds: Series 2002 October 1, 2014 through October 1, ,085,000 The Retired Bonds are currently held by Morgan Stanley & Co. LLC (the Holder ). The proceeds of the Offered Securities will be used to purchase the Retired Bonds from the Holder at a price negotiated between FMPA and the Holder. Upon purchase from the Holder, FMPA will deliver the Retired Bonds to the Trustee for cancellation in accordance with the Resolution. The Retired Bonds are expected to be purchased from the Holder and cancelled by the Trustee on or about September 12, Upon cancellation, the Retired Bonds will be considered paid under the Resolution. The Retired Bonds are auction rate securities with respect to which FMPA has entered into variable to fixed rate swap agreements. In connection with the purchase and retirement of the Retired Bonds, a portion of the notional amount of the related interest rate swaps equal to the principal amount of the Retired Bonds are being terminated. The proceeds of the Offered Securities to be applied to pay the Refunded Bonds will be deposited, with certain other moneys of FMPA, in an escrow account held by the Trustee. The Refunded Bonds will be called for redemption on October 1,

13 ESTIMATED SOURCES AND USES OF FUNDS The following table sets forth the estimated sources and uses of funds for the Offered Securities: Offered Securities Sources Principal Amount $77,520,000 Net Original Issue Premium/(Discount)... 12,816,689 Release from Debt Service Account (1)... 1,213,628 Total... $91,550,317 Uses Purchase Price of Retired Bonds (2)... 19,120,000 Deposit to Escrow Account... 53,441,851 Deposit to Construction Account... 6,100,000 Deposit to 2012 DSR Subaccount... 4,221,450 Swap Termination Payment... 7,802,985 Costs of Issuance (3) ,031 Total... $91,550,317 (1) Representing amounts on deposit in the Debt Service Account relating to the Refunded Bonds.. (2) Interest on the Retired Bonds will be paid from the Debt Service Account. (3) Including the fees and expenses of attorneys, accountants and advisors, printing expenses and underwriter s discount. [Remainder of page intentionally left blank] 7

14 DEBT SERVICE REQUIREMENTS The following schedule shows the debt service requirements for the Offered Securities and the other Outstanding Bonds related to the Project subsequent to the issuance of the Offered Securities, the payment of the Retired Bonds and the redemption of the Refunded Bonds: Period Debt Service on Offered Securities Aggregate Debt Ending Outstanding Debt Service Service on All October 1, Bonds (1)(2)(3) Principal Interest Bonds (1)(2)(3) 2012 $11,928, $11,928, ,579,179 $1,435,000 $3,795,474 16,809, ,014,207 4,840,000 3,576,500 14,430, ,954,577 5,060,000 3,382,900 14,397, ,992,469 5,250,000 3,180,500 14,422, ,786,835 4,675,000 2,918,000 14,379, ,780,516 4,850,000 2,731,000 14,361, ,032,441 5,080,000 2,488,500 14,600, ,061,254 5,310,000 2,234,500 14,605, ,016,589 5,620,000 1,969,000 14,605, ,001,130 5,870,000 1,688,000 14,559, ,963,286 6,185,000 1,394,500 14,542, ,960,290 6,480,000 1,085,250 14,525, ,003,058 6,765, ,250 14,529, ,924,920 7,150, ,000 14,497, ,243,929 2,950,000 88,500 27,282,429 Total: $135,243,403 $77,520,000 $31,716,874 $244,480,277 (1) Interest on the Stanton II 2000 Bonds is calculated at a % interest rate, which rate incorporates the swap rate and current default rate of the Stanton II 2000 Bonds bearing interest at an auction rate. See RISK MANAGEMENT Interest Rate Swaps. FMPA is self amortizing the Series 2000 over time, but the self amortization is not represented in the table. (2) Interest on the Stanton II 2004 Bonds is calculated at a % interest rate, which rate incorporates the swap rate and current default rate of the Stanton II 2004 Bonds bearing interest at an auction rate. See RISK MANAGEMENT Interest Rate Swaps. (3) Totals may not add due to rounding. Pledge Under the Resolution SECURITY AND SOURCES OF PAYMENT FOR THE OFFERED SECURITIES The principal of and premium, if any, and interest on all Bonds issued under the Resolution, including the Offered Securities and any Additional Bonds hereafter issued and any Parity Debt, are payable solely from and secured as to payment of the principal and redemption price thereof, and interest thereon, in accordance with their terms and the provisions of the Resolution solely by (i) proceeds of the sale of the Offered Securities (until expended), (ii) all right, title and interest of FMPA in, to and under the Power Sales Contracts and Project Support Contracts, (iii) the Revenues (as defined in the Resolution) and (iv) all funds established by the Resolution (including the 2012 DSR Subaccount but excluding subaccounts in the Debt Service Reserve Account pledged to a particular Series of Bonds other than the Offered Securities) including investment income, if any, thereon, subject only to the provisions of the Resolution permitting the application thereof for the purposes and on the terms and conditions set forth in the Resolution. The Offered Securities are direct and special obligations of FMPA payable solely out of the Revenues of the Project and other funds pledged thereto under the Resolution as described above. Neither the State of Florida nor any political subdivision thereof nor any city or other entity which is a Member of FMPA, other than FMPA, is obligated to pay the principal of and premium, if any, and interest on the Offered Securities, and neither the faith and credit nor the taxing power of the State of Florida or any political subdivision thereof or of any city or other entity is pledged to the payment of the principal of and premium, if any, and interest on the Offered Securities. FMPA has 8

15 no taxing power. FMPA may issue Additional Bonds on a parity basis with the Offered Securities pursuant to the Resolution. For a more extensive discussion of the terms and provisions of the Resolution, the levels at which the funds and accounts established thereby are to be maintained and the purposes to which moneys in such funds and accounts may be applied, see INTRODUCTION Information Included by Specific Cross-Reference. Power Sales Contracts and Project Support Contracts The Power Sales Contracts and the Project Support Contracts provide for payments by each Participant of amounts sufficient to pay debt service on the Bonds, including the Offered Securities and the Subordinated Debt, and all other payments required by the Resolution, such as operation and maintenance costs of the Project and deposits to reserves. See THE POWER SALES CONTRACTS AND PROJECT SUPPORT CONTRACTS. Rate Covenants FMPA has covenanted in the Resolution to fix, establish, maintain and collect rents, rates, fees and charges for the sale of the output, Electric Capacity, Electric Energy, use or service of the Project sufficient to provide Revenues in each fiscal year which, together with other amounts available therefor, shall equal the sum of: (i) the amount established by FMPA to be required by the Resolution to be paid during such fiscal year into the Operation and Maintenance Fund, (ii) the amounts, if any, required to be paid during such fiscal year into the Debt Service Fund (other than amounts which the annual budget anticipates will be transferred from other funds) established by the Resolution for the Bonds, (iii) the amounts, if any, to be paid during such fiscal year into any other Fund established under the Resolution, and (iv) all other charges or liens payable out of Revenues during such fiscal year. Each Participant is required by the terms of its Power Sales Contract and its Project Support Contract to establish, levy and collect rents, rates and other charges for the products and services provided by its electric or integrated utility system sufficient (i) to meet the operation and maintenance expenses of such electric or integrated utility system, (ii) to comply with all provisions of any resolution, trust indenture or other security agreement relating to any bonds or other evidences of indebtedness issued by the Participant, (iii) to fulfill the terms of all other contracts and agreements made by the Participant, including, without limitation, its Power Sales Contract and Project Support Contract and payment obligations to FMPA thereunder, and (iv) to pay all other amounts payable from or constituting a lien or charge on the revenues of its electric or integrated utility system. Additional Bonds FMPA may issue additional parity senior lien bonds in an unlimited amount for the purpose of paying all or a portion of the Cost of Acquisition and Construction of any Additional Facilities for the Project upon compliance with certain terms and conditions set forth in the Resolution. FMPA does not currently anticipate issuing a significant amount of Additional Bonds for the Project to pay the Cost of Acquisition and Construction of any Additional Facilities; however, to the extent that additional funds are needed for capital expenditures for the Project, FMPA expects that it would issue Additional Bonds or Subordinated Debt. The Resolution also authorizes the issuance of Additional Bonds to refund outstanding Bonds issued under such Resolution pursuant to the conditions specified in the Resolution. FMPA continues to analyze the possibility of issuing Additional Bonds in the aggregate amount necessary to purchase Stanton II 2000 Bonds and Stanton II 2004 Bonds tendered in response to a fixed price public tender process to be held subsequent to the issuance of the Offered Securities. FMPA will only move forward with this process if the Agency determines that such process is economically advantageous. See INTRODUCTION Outstanding Indebtedness Project. 9

16 Subordinated Debt The Resolution authorizes FMPA to incur Subordinated Debt without limit as to amount and for any lawful purpose of FMPA related to the Project. The Project has an outstanding loan in the amount of approximately $1.4 million with Wells Fargo Bank, National Association. See UNDERWRITING. Flow of Funds Under the Resolution The Resolution establishes funds and accounts to which the Revenues are deposited with FMPA to the credit of the Revenue Fund established under the Resolution. Pursuant to the Resolution, each month funds are to be transferred from the Revenue Fund in the following amounts and in the order of priority set forth below: First, to the Operation and Maintenance Fund held by FMPA (i) for credit to the Operation and Maintenance Account in the amount, if any, required so that the balance credited to said Account shall equal the amount necessary for the payment of Operation and Maintenance Expenses for the succeeding month, (ii) for credit to the Working Capital Account in the amount budgeted therefor, and (iii) for credit to the Rate Stabilization Account in the amount, if any, budgeted therefor; Second, to the Debt Service Fund held by the Trustee (i) for credit to the Debt Service Account (or any subaccount therein), the amount required so that the balance in such Account (excluding capitalized interest on deposit therein in excess of the amount thereof to be applied to pay interest accrued and to accrue on all outstanding Bonds to the end of then current calendar month) shall equal the Accrued Aggregate Debt Service; Third, to reimburse each Reserve Account Credit Facility Provider for any amounts advanced under its Reserve Account Credit Facility; Fourth, to the Debt Service Fund for credit to the Debt Service Reserve Account (or any subaccount therein), after giving effect to any insurance policy or letter of credit deposited therein pursuant to the terms of the Resolution, the amount required for such account or subaccount to equal the Debt Service Reserve Requirement; Fifth, to the Subordinated Debt Fund maintained and held as determined in the Supplemental Resolution the amount, if any, required to pay principal or sinking fund installments of, and premiums, if any, and interest on each issue of Subordinated Debt and reserves therefor, as required by the Supplemental Resolution authorizing such issue of Subordinated Debt; Sixth, to the Reserve and Contingency Fund held by FMPA (a) for credit to the Renewal and Replacement Account, the amount budgeted therefor, and (b) for credit to the Contingency Account, the amount (but not in excess of 15% of the Aggregate Debt Service for such month) required for such account to equal the Contingency Requirement; and Seventh, for credit to the General Reserve Fund held by FMPA, the remaining balance, if any, of monies in the Revenue Fund. Debt Service Reserve The Debt Service Reserve Requirement for the Offered Securities will equal fifty percent (50%) of maximum annual debt service on the Offered Securities. On the date of issuance of the Offered Securities, FMPA will deposit will deposit an amount equal to the Debt Service Reserve Requirement from the proceeds of the Offered Securities in to the 2012 DSR Subaccount. The 2012 DSR will be a segregated subaccount of the Debt Service Reserve Account held by the Trustee under the Resolution. The 2012 DSR Subaccount is pledged only to the payment of the Offered Securities and not to the payment of any other Bonds currently outstanding or Additional Bonds to be issued in the future. 10

17 THE POWER SALES CONTRACTS AND PROJECT SUPPORT CONTRACTS Payments Under Power Sales Contracts and Project Support Contracts Under each Power Sales Contract with a Participant, FMPA agrees to sell and the Participant agrees to purchase from the Project (i) the Participant s Power Entitlement Share of the generation capability of the Project and (ii) the transmission services required to transmit such capability to the Participant s electric system. Each Power Sales Contract with a Participant requires payments only for any month during any portion of which both Electric Capacity and Electric Energy were made available to that Participant from the Project. Monthly payments made by a Participant under its Power Sales Contract related to the Project equal (i) the Participant s Power Entitlement Share of FMPA s fixed costs relating to the Project, including debt service on all Bonds issued pursuant to the Resolution, including the Offered Securities, and Subordinated Debt, (ii) the Participant s share of the variable costs of providing to it its energy from the Project for the month and (iii) the Participant s share of the costs of transmitting the Project capacity and energy to it for the month. In the event payments are not required to be made for any month by a Participant under its Power Sales Contract because no Electric Capacity or Electric Energy was made available to the Participant from the Project during such month, the Participant is required to make monthly payments under its Project Support Contract. The amount of this payment is the fixed cost portion of the amount it would have paid under its Power Sales Contract had Electric Capacity or Electric Energy been available from the Project. Payments made under both the Power Sales Contracts and the Project Support Contracts are payable solely from the Participants electric or integrated utility system revenues. Payments by a Participant under its Power Sales Contract are operating expenses of the Participant s electric or integrated utility system, payable on a parity with the system s operation and maintenance expenses and before debt service on the system s senior and subordinated debt. However, payments under a Participant s Project Support Contract will be made only after payment of all of the current operating and maintenance expenses and current debt service on senior and subordinated debt of a Participant s system. If a Participant fails to make any payment due under a Power Sales Contract or a Project Support Contract, FMPA may terminate the Participant s Power Entitlement Share under the related Power Sales Contract or Project Support Contract. If FMPA is then unable to sell such Participant s Power Entitlement Share, the remaining Participants of the Project not in default under their Power Sales Contract or their Project Support Contract are required to assume such Power Entitlement Share on a pro rata basis; however, no Participant is required to assume an additional Power Entitlement Share for the Project in excess of 25% of its original Power Entitlement Share for the Project. The defaulting Participant remains liable for its Power Entitlement Share. The Project Support Contract of a Participant does not prohibit the issuance of additional revenue bonds by such Participant which have a claim to payment prior to such Participant s obligation to make payments under any Project Support Contract. However, in connection with any financial tests or conditions for the issuance by such Participant of additional revenue bonds payable from the revenues of such Participant s electric or integrated utility system, each Project Support Contract does require such Participant to treat payments under its Project Support Contract and Power Sales Contract as operating expenses for the purpose of computing the amount of net revenues available for the payment of outstanding revenue bonds and such additional revenue bonds. In its Project Support Contract, a Participant agrees not to enter into any contracts or agreements or incur any expenses payable from or secured by the revenues of its electric or integrated utility system prior in right of payment to its obligations under its Project Support Contract, except with respect to (i) operation, maintenance, renewal and replacement expenses of the Participant s electric or integrated utility system; (ii) bonds (as well as bond anticipation notes), notes or other obligations which are issued for money borrowed for electric or integrated utility system purposes; (iii) subordinated bonds, notes or other obligations which are issued for money borrowed for electric or integrated utility system purposes, but only if outstanding on the date of execution of the Project Support Contract by the Participant; and (iv) payments required to be made into or from funds established under ordinances or resolutions authorizing indebtedness referred to in clauses (ii) and (iii) above. 11