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Delaware Health Facilities Authority Bayhealth Medicalcenterproject

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Delaware Health Facilities Authority Bayhealth Medicalcenterproject PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 3, 2017 NEW ISSUE – BOOK-ENTRY ONLY RATINGS: Fitch: AA- S&P: AA- (See “RATINGS” herein) In the opinion of Bond Counsel, interest on the Series 2017A Bonds is excludable from gross income for purposes of federal income tax, assuming continuing compliance with the requirements of the federal tax laws. Interest on the Series 2017A Bonds is not a preference item for purposes of either individual or corporate federal alternative minimum tax; however, interest paid to corporate holders of the Series 2017A Bonds may be indirectly subject to alternative minimum tax under circumstances described under “TAX MATTERS” herein. By terms of the Act (as defined below), the Series 2017A Bonds, their transfer and the income therefrom, are free from income taxation by the State of Delaware and by the municipalities and other political subdivisions in the State of Delaware. Bond Counsel will express no opinion regarding State of Delaware franchise or estate tax. See “TAX MATTERS” herein. $106,335,000* DELAWARE HEALTH FACILITIES AUTHORITY REVENUE BONDS BAYHEALTH MEDICAL CENTER PROJECT SERIES 2017A Dated: Date of Delivery Due: July 1, as shown on inside cover The $106,335,000* Delaware Health Facilities Authority Revenue Bonds, Bayhealth Medical Center Project, Series 2017A (the “Series 2017A Bonds”) are limited obligations of the Delaware Health Facilities Authority (the “Authority”) and are issued and secured under the provisions of the Bond Indenture (as defined herein). The Series 2017A Bonds are payable solely from, and secured equally by, payments to be received by the Authority pursuant to a Loan Agreement dated as of December 1, 2017 between the Authority and Bayhealth Medical Center, Inc. (the “Corporation”) and a 2017A Obligation issued by the Obligated Group Members as described herein under the Master Indenture described herein. As of the date of issuance of the Series 2017A Bonds, the Corporation will be the sole member of the Obligated Group. The Series 2017A Bonds will be issued as fully registered bonds in denominations of $5,000 or any integral multiples thereof. Interest on the Series 2017A Bonds is payable semiannually on each January 1 and July 1, commencing on July 1, 2018, and the Series 2017A Bonds mature at the times and in the amounts shown on the inside cover hereof. The Series 2017A Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), New York, New York, and DTC will act as the securities depository for the Series 2017A Bonds, as described herein. Purchases of the Series 2017A Bonds will be made only in book-entry form through DTC Participants (as defined herein), and no physical delivery of the Series 2017A Bonds will be made to Beneficial Owners (as defined herein), except as described herein. The principal of and interest on the Series 2017A Bonds will be paid by the Bond Trustee to Cede & Co., so long as Cede & Co. is the registered owner of the Series 2017A Bonds. Payments of principal of and interest on the Series 2017A Bonds will be made to Beneficial Owners by DTC through its DTC Participants. See “DESCRIPTION OF THE SERIES 2017A BONDS – Book-Entry Only System” herein. The Series 2017A Bonds are subject to mandatory sinking fund redemption, optional redemption and extraordinary redemption prior to maturity as described herein. See “DESCRIPTION OF THE SERIES 2017A BONDS” herein. THE SERIES 2017A BONDS, THE PREMIUM, IF ANY, AND INTEREST THEREON ARE LIMITED OBLIGATIONS OF THE AUTHORITY AND DO NOT CONSTITUTE A DEBT OR LIABILITY OF THE STATE OF DELAWARE OR OF ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, OTHER THAN THE AUTHORITY, OR A PLEDGE OF THE FAITH AND CREDIT OR TAXING POWERS OF THE STATE OF DELAWARE OR OF ANY POLITICAL SUBDIVISION THEREOF. THE AUTHORITY HAS NO TAXING POWER. The Series 2017A Bonds are offered when, as and if issued and received by the Underwriters, subject to prior sale, to withdrawal or modification of the offer without notice, and to the approval of legality by Ballard Spahr LLP, Wilmington, Delaware, Bond Counsel. Certain legal matters will be passed on for the Corporation by its counsel, Stevens & Lee, P.C., Wilmington, Delaware, and for the Authority by its counsel, Potter Anderson & Corroon LLP, Wilmington, Delaware. Certain legal matters will be passed on for the Underwriters by their counsel, McGuireWoods LLP, Baltimore, Maryland. It is expected that the Series 2017A Bonds in definitive form will be available for delivery through the facilities of DTC in New York, New York, on or about December 1, 2017. This cover contains information for quick reference only and does not summarize the issue. Investors must read this entire Official Statement to obtain information essential to making an informed investment decision. PNC Capital Markets LLC BofA Merrill Lynch The date of this Official Statement is November ___, 2017. This Preliminary Official Statement and the information contained herein are subject to completion, amendment or other change without notice. The Series 2017A Bonds may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances form. in final buy be accepted prior to the time Official Statement is delivered to offers not be sold nor may The Series 2017A Bonds may This Preliminary contained herein are subject to completion, amendment or other change without notice. Official Statement and the information any laws of securities prior or qualification under the applicable to registration would be unlawful solicitation or sale sale of the Series jurisdiction nor shall there be any 2017A Bonds in any in which such offer, buy, to shall this Preliminary to sell or the solicitation of an offer Official Statement constitute an offer for certain has deemed this Preliminary for purposes in the final Official Statement. The Authority except which has been omitted in accordance with such Rule and will be provided information Official Statement to be final of Rule 15c2 -12(b)(1) the Securities and Exchange Commission, such jurisdiction. * Preliminary, subject to change. $106,335,000* DELAWARE HEALTH FACILITIES AUTHORITY REVENUE BONDS BAYHEALTH MEDICAL CENTER PROJECT SERIES 2017A MATURITIES, INTEREST RATES, YIELDS, PRICES AND CUSIPS Due Principal Interest (July 1)* Amount* Rate Yield Price CUSIP† 2018 $3,590,000 % % % 2019 1,555,000 2020 1,615,000 2021 1,685,000 2022 1,770,000 2023 1,860,000 2024 1,570,000 2025 1,650,000 2026 1,735,000 2027 1,820,000 2028 1,910,000 2029 2,000,000 2030 3,115,000 2031 3,270,000 2032 3,430,000 $19,885,000*, ___% Term Bond due July 1, 2037*, Yield ___%, Price ___%, CUSIP: ______ $18,965,000*, ___% Term Bond due July 1, 2040*, Yield ___%, Price ___%, CUSIP: ______ $34,910,000*, ___% Term Bond due July 1, 2044*, Yield ___%, Price ___%, CUSIP: ______ †Copyright 2017, American Bankers Association. CUSIP data is 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 Bondholders only at the time and issuance of the Series 2017A Bonds and the Authority makes no representation with respect to such numbers and undertakes no responsibility for their accuracy now or at any time in the future. The CUSIP numbers are subject to being changed after the issuance of the Series 2017A Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the Series 2017A Bonds. *Preliminary, subject to change. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2017A BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. No dealer, broker, salesman or other person has been authorized by the Authority, the Corporation or the Underwriters (as defined herein) to give any information or to make any representation other than as contained in this Official Statement, and if given or made, such other information or representation 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 Series 2017A Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein describing the Authority has been obtained from the Authority; the remaining information has been obtained from the Corporation and other sources which are deemed to be reliable, but it is not guaranteed as to accuracy or completeness by the Authority or the Underwriters, and is not to be construed as a representation either by the Underwriters or, as to information from sources other than the Authority, by the Authority, or as to information from sources other than the Corporation, by the Corporation. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under 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. This Official Statement is not to be construed as a contract or agreement between the Authority and the purchasers or owners of any of the Series 2017A Bonds. The Series 2017A Bonds are not and will not be registered under the Securities Act of 1933, as amended, and the Bond Indenture has not been qualified under the Trust Indenture Act of 1939, as amended, or under any state securities laws, in reliance upon exemptions contained in such Acts.
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