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County of Middlesex, State of New Jersey) County-Guaranteed Capital Equipment and Improvement Revenue Bonds, Series 2014

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County of Middlesex, State of New Jersey) County-Guaranteed Capital Equipment and Improvement Revenue Bonds, Series 2014 OFFICIAL STATEMENT DATED SEPTEMBER 16, 2014 NEW ISSUE-BOOK-ENTRY ONLY RATING: S&P “AAA” In the opinion of Wilentz, Goldman & Spitzer, P.A., Woodbridge, New Jersey, Bond Counsel (“Bond Counsel”) to the Middlesex County Improvement Authority (“Authority”), under existing statutes, regulations and judicial decisions, assuming continuing compliance with certain tax-related covenants described herein, (i) interest on the Bonds (as defined below) is not includable in gross income for Federal income tax purposes, pursuant to section 103 of the Internal Revenue Code of 1986, as amended (“Code”), and (ii) such interest will not be treated as a preference item under section 57 of the Code for purposes of calculating the Federal alternative minimum tax; such interest, however, will be included in the adjusted current earnings of a corporation for purposes of the Federal alternative minimum tax imposed on corporations. Bond Counsel is further of the opinion that, under existing laws of the State of New Jersey, interest on the Bonds and any gain on the sale of the Bonds is not includable in gross income under the New Jersey Gross Income Tax Act. See “TAX EXEMPTION” herein. $17,275,000 MIDDLESEX COUNTY IMPROVEMENT AUTHORITY (County of Middlesex, State of New Jersey) County-Guaranteed Capital Equipment and Improvement Revenue Bonds, Series 2014 Dated: Date of Delivery Due: September 15, as shown on the inside front cover The $17,275,000 aggregate principal amount of County-Guaranteed Capital Equipment and Improvement Revenue Bonds, Series 2014 (“Bonds”), will be issued by the Middlesex County Improvement Authority (“Authority”) as fully registered bonds and, when issued, will be registered in the name of Cede & Co. (“Cede”), as nominee for The Depository Trust Company, New York, New York (“DTC”), an automated depository for securities and a clearing house for securities transactions, which will act as securities depository for the Bonds. Individual purchases will be made in book-entry only form, without certificates, in the principal amount of $5,000 or any integral multiple thereof. The Bonds will be dated and shall bear interest from their date of delivery, payable semi-annually on March 15 and September 15 in each year, commencing March 15, 2015, until the Authority’s obligation with respect to the payment of the Bonds is discharged. The principal of the Bonds will be payable upon presentation or surrender thereof at the principal corporate trust office of TD Bank, National Association, Cherry Hill, New Jersey, as Trustee and Paying Agent (respectively, the “Trustee” and “Paying Agent”) for the Bonds, as set forth on the inside cover hereof. Interest on the Bonds is payable by check of the Trustee mailed to the registered owner of the Bonds, as described herein. Provided DTC or its nominee Cede is the registered owner of the Bonds, payments of the principal of and interest on the Bonds will be made directly to DTC or its nominee, which is obligated to remit such principal and interest to DTC Participants, as defined herein. DTC Participants and Indirect Participants, as defined herein, will be responsible for remitting such payments to the beneficial owners of the Bonds. See “DESCRIPTION OF THE BONDS - Book-Entry Only System” herein. The Bonds are not subject to redemption prior to their stated maturity dates. The Bonds are being issued pursuant to: (i) the Bond Resolution of the Authority entitled, “Resolution of the Middlesex County Improvement Authority Authorizing the Issuance of County-Guaranteed Capital Equipment and Improvement Revenue Bonds” adopted on August 13, 2014 (“General Bond Resolution”); (ii) a resolution of the Authority adopted on August 13, 2014 authorizing the sale of the Bonds (“Determination Resolution”); (iii) a certificate of the Chairman or Vice Chairman of the Authority, dated the date of original issuance of the Bonds, exercising powers delegated by the Determination Resolution; and (iv) the County Improvement Authorities Law, N.J.S.A. 40:37A-44 et seq., as amended and supplemented (“Act”). The Bonds are being issued to: (i) provide funds to finance the undertaking, acquisition and installation, as applicable, of Improvements and/or Items of Equipment to be loaned and/or leased, as applicable, to the County of Middlesex, State of New Jersey (“County”), and certain municipalities located within the County (together with the County, each, a “Municipality” and collectively, the “Municipalities”); and (ii) pay certain costs incurred in connection with the issuance and delivery of the Bonds. The Bonds will be direct and special obligations of the Authority and will be payable solely from Revenues (as defined herein) and secured by a lien on the Pledged Property (as defined herein) under the General Bond Resolution. The Pledged Property includes but is not limited to: (i) the Revenues, including the Authority’s right to receive (a) Basic Loan Payments (as defined herein) from the Municipalities under the Loan and Security Agreement by and between the Authority and each applicable Municipality to be dated as of September 30, 2014 (“Loan Agreement”) and/or (b) Basic Rent (as defined herein) from the Municipalities under the Lease and Agreement by and between the Authority and each applicable Municipality to be dated as of September 30, 2014 (“Lease”); (ii) the Funds and Accounts (other than the Rebate Fund) held and established under the General Bond Resolution, including Investment Securities held in any such Funds or Accounts; (iii) all of the Authority’s right, title and interest in and to Vehicles, including any Proceeds and moneys received from the sale thereof and in and to any of the foregoing; and (iv) all other moneys, securities or funds pledged for the payment of the principal or Redemption Price of and interest on the Bonds in accordance with the terms and provisions of the General Bond Resolution. Each Loan Agreement is a valid and enforceable full faith and credit obligation of the respective Municipality and, unless paid from other sources, is payable from the levy of ad valorem taxes on all taxable property in such Municipality without limitation as to rate or amount. Each Lease is a valid and enforceable full faith and credit obligation of the respective Municipality and, unless paid from other sources, is payable from the levy of ad valorem taxes on all taxable property in such Municipality without limitation as to rate or amount. The Bonds are further secured by a full and unconditional guarantee (“County Guarantee”) from the County to pay, when due, the principal of and interest on the Bonds. The County has the power and the obligation to cause the levy of ad valorem taxes upon all taxable property in the County, without limitation as to rate or amount, for the payment of its obligations under the County Guarantee. THE BONDS SHALL NOT BE IN ANY WAY A DEBT OR LIABILITY OF, AND SHALL NOT CREATE OR CONSTITUTE ANY INDEBTEDNESS, LIABILITY OR OBLIGATION OF, AND SHALL NOT BE OR CONSTITUTE A PLEDGE OF THE FAITH AND CREDIT OF, THE STATE OF NEW JERSEY OR OF ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE AUTHORITY, AND, AS APPLICABLE UNDER AND LIMITED BY THE COUNTY GUARANTEE, THE COUNTY. NEITHER THE STATE OF NEW JERSEY NOR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE AUTHORITY, AND, AS APPLICABLE UNDER AND LIMITED BY THE COUNTY GUARANTEE, THE COUNTY, IS OBLIGATED TO PAY THE PRINCIPAL OR REDEMPTION PRICE OF AND INTEREST ON THE BONDS AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF NEW JERSEY OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN, AS APPLICABLE UNDER AND LIMITED BY THE COUNTY GUARANTEE, THE COUNTY, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OR REDEMPTION PRICE OF AND INTEREST ON THE BONDS, BUT ALL BONDS SHALL BE PAYABLE SOLELY FROM REVENUES OR FUNDS PLEDGED OR AVAILABLE FOR THEIR PAYMENT, INCLUDING ANY FUNDS AVAILABLE UNDER THE COUNTY GUARANTEE, AS AUTHORIZED BY THE ACT. THE COUNTY GUARANTEE DOES NOT PROVIDE FOR THE PAYMENT OF REDEMPTION PREMIUM ON THE BONDS, IF ANY. THE AUTHORITY HAS NO TAXING POWER. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement including the Appendices attached hereto, to obtain information essential to their making an informed investment decision. Words and terms used herein which are not defined are defined in Appendices C, D, E and F, respectively, attached hereto. The Bonds are offered when, as and if issued and delivered to the Underwriter, subject to prior sale, withdrawal or modification of the offer without any notice, and to the unqualified approval of legality by Wilentz, Goldman & Spitzer, P.A., Woodbridge, New Jersey, Bond Counsel to the Authority. Certain legal matters will be passed upon for the Authority by Venezia & Nolan, P.C., Woodbridge, New Jersey, Counsel to the Authority, for the Underwriter by Parker McCay P.A., Mount Laurel, New Jersey, and for the County by Thomas F. Kelso, Esquire, New Brunswick, New Jersey, County Counsel. Phoenix Advisors, LLC, Bordentown, New Jersey has served as financial advisor to the Authority in connection with the issuance of the Bonds. It is expected that the Bonds will be available for delivery to DTC in New York, New York on or about September 30, 2014. $17,275,000 MIDDLESEX COUNTY IMPROVEMENT AUTHORITY (County of Middlesex, State of New Jersey) County-Guaranteed Capital Equipment and Improvement Revenue Bonds, Series 2014 MATURITIES, AMOUNTS, INTEREST RATES, YIELDS AND CUSIP NUMBERS Maturity Date Principal Interest CUSIP (September 15) Amount Rate Yield Number** 2015 $3,330,000 1.500% 0.210% 596566WZ8 2016 3,360,000 2.000 0.410 596566XA2 2017 3,425,000 3.000 0.700 596566XB0 2018 3,530,000 3.000 1.010 596566XC8 2019 3,630,000 3.000 1.320 596566XD6 ** Registered trademark of American Bankers Association.
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