Health and Educational Facilities Authority of the State of Missouri Health Facilities Revenue Bonds (Mercy Health) Series 2017C
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PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER 16, 2017 NEW ISSUE - Book-Entry Only RATINGS: S&P: “AA-” Moody’s: “Aa3” (See “RATINGS” herein) In the opinion of Gilmore & Bell, P.C., Bond Counsel, under existing law and assuming continued compliance with certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”), (1) the interest on the Bonds (including any original issue discount properly allocable to an owner thereof) is excludable from gross income for federal income tax purposes, and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, (2) the interest on the Bonds is exempt from income taxation by the State of Missouri, and (3) the Bonds have not been designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code. See “TAX MATTERS” in this Official Statement. $291,700,000* HEALTH AND EDUCATIONAL FACILITIES AUTHORITY OF THE STATE OF MISSOURI HEALTH FACILITIES REVENUE BONDS (MERCY HEALTH) SERIES 2017C Dated: Date of Delivery Due: November 15, as shown on inside cover The Health and Educational Facilities Authority of the State of Missouri (the “Authority”) is issuing its $291,700,000* Health Facilities Revenue Bonds (Mercy Health), Series 2017C (the “Bonds”). The Bonds will be issued and secured under a Bond Trust Indenture (the “Bond Indenture”) between the Authority and The Bank of New York Mellon Trust Company, N.A., as bond trustee (the “Bond Trustee”). Except as described in this Official Statement, the Bonds will be payable solely from and secured by a pledge of payments to be made under the Loan Agreement and the Series 2017C Obligation (as defined herein) under the Master Indenture (as defined herein), which includes a pledge of the Unrestricted Gross Revenues (as defined herein) of Mercy Health “Mercy”( ) and the Restricted Affiliates (as defined herein). The Bonds are issued only as fully registered bonds without coupons and, when issued, will be registered in the name of and held by Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Bonds. Purchases of beneficial interests in the Bonds will be made in book-entry only form, in the denomination of $5,000 or any integral multiple thereof. Except as described herein, such purchasers will not receive certificates representing their beneficial interests in the Bonds. Interest on the Bonds is payable on May 15 and November 15 of each year, commencing May 15, 2018. The principal or redemption price of and the interest on the Bonds will be paid by the Bond Trustee. So long as DTC or its nominee, Cede & Co., is the registered owner of the Bonds, such payments will be made directly to DTC or such nominee. Disbursement of such payments to DTC’s Direct Participants is the responsibility of DTC, and disbursements of such payments to the Beneficial Owners is the responsibility of the Direct Participants and the Indirect Participants, as more fully described herein. The Bonds are subject to optional, extraordinary and mandatory redemption prior to maturity in each case as herein described. The Bonds are special limited obligations of the Authority and shall not constitute a debt or liability of the State of Missouri (the “State”) or of any political subdivision thereof within the meaning of any State constitutional provision or statutory limitation and shall not constitute a pledge of the faith and credit of the State or of any political subdivision thereof. The issuance of the Bonds shall not, directly, indirectly, or contingently, obligate the State or any political subdivision thereof to levy any form of taxation therefor or to make any appropriation for their payment. The Authority has no taxing power. The Bonds are offered subject to prior sale, when, as and if issued by the Authority and accepted by the Underwriters, subject to the approval of legality by Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel. Certain legal matters will be passed on for the Authority by its counsel, Thompson Coburn LLP, St. Louis, Missouri; for Mercy by its counsel, Husch Blackwell LLP, Kansas City, Missouri; and for the Underwriters by their counsel, Dentons US LLP, St. Louis, Missouri. Mr. William B. Tschudy, Olathe, Kansas, is acting as financial advisor for the Authority with respect to the Bonds. Ponder & Co., Chicago, Illinois, is acting as financial advisor to Mercy with respect to the Bonds. It is expected that the Bonds in definitive form will be available for delivery through the facilities of DTC in New York, New York on or about _________, 2017. This cover page and the inside cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. J.P. Morgan BofA Merrill Lynch The date of this Official Statement is ________, 2017. This Preliminary Official Statement and the information contained herein are subject to completion and amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final in accepted prior be buy delivered is Official Statement the time the to to offers nor may sold be not These securities may PreliminaryThis amendment. and completion subject to are herein contained the information and Statement Official would solicitation or sale sale of these securities jurisdiction there be any such in any in which such offer, nor may buy, to this Preliminary to sell or the solicitation of an offer Under no circumstances may Official Statement constitute an offer form. for this Preliminary by the City As of its date, purposes Rule 15c2-12 the Securities and Exchange Act. Official Statement has been deemed final jurisdiction. prior of any or qualification under the securities to registration be unlawful laws * Preliminary, subject to change. $291,700,000* HEALTH AND EDUCATIONAL FACILITIES AUTHORITY OF THE STATE OF MISSOURI HEALTH FACILITIES REVENUE BONDS (MERCY HEALTH) SERIES 2017C MATURITIES, AMOUNTS, INTEREST RATES, PRICES AND YIELDS* $32,195,000 Serial Bonds Maturity Date Principal Interest (November 15) Amount Rate Price Yield CUSIP^ 2033 $ 670,000 2034 1,370,000 2035 9,515,000 2036 10,025,000 2037 10,615,000 Term Bonds $40,795,000 _____% Term Bond due November 15, 2042 Priced _______% to Yield _____% CUSIP: _________ $130,860,000 ____% Term Bond due November 15, 2047 Priced _______% to Yield _____% CUSIP: _________ $87,850,000 _____% Term Bond due November 15, 2049 Priced _______% to Yield _____% CUSIP: _________ * Preliminary, subject to change. ^ A registered trademark of the American Bankers Association. CUSIP is provided by CUSIP Global Services, which is managed on behalf of the American Bankers Association by S&P Global Market Intelligence, a division of S&P Global Inc. The CUSIP numbers have been assigned by an independent company not affiliated with the Issuer or the Underwriters and are included solely for the convenience of the holders of the Series 2017C Bonds. None of the Issuer or the Underwriters is responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Series 2017C Bonds or as indicated above. Except for information concerning the Authority which appears herein under the headings “THE AUTHORITY” and “LITIGATION-The Authority” none of the information in this Official Statement has been supplied or verified by the Authority, and the Authority makes no representation or warranty, express or implied, as to the accuracy or completeness of such information. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their respective responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. No dealer, broker, salesperson or other person has been authorized by the Authority, the Underwriters, Mercy or the Restricted Affiliates (as defined herein) to give any information or to make any representations, other than those contained in this Official Statement and, if given or made, such information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion set forth herein are subject to change without notice, and neither the delivery of this Official Statement nor any statement nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the parties referred to above since the date hereof. This Official Statement contains statements that are “forward-looking statements” as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this Official Statement, the words “will,” “plan,” “budget,” “anticipate,” “estimate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. Such forward- looking statements include, but are not limited to, certain statements contained in “PLAN OF FINANCE,” “ESTIMATED SOURCES AND USES OF FUNDS,” and “APPENDIX A.” These forward-looking statements are based on current plans and expectations of Mercy and are subject to a number of known and unknown risks and uncertainties, many of which are beyond the control of Mercy, that could significantly affect current plans and expectations and the future financial position and results of operations of Mercy.