The Board of Regents for the Oklahoma Agricultural and Mechanical Colleges Oklahoma State University General Revenue Refunding Bonds Series 2017A
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PRELIMINARY OFFICIAL STATEMENT DATED MAY 8, 2017 NEW ISSUE—BOOK‑ENTRY ONLY RATINGS: See “RATINGS” herein In the opinion of Bond Counsel, under existing statutes, regulations, published rulings and judicial decisions, interest on the Series 2017A Bonds is excludable from the gross income of the recipients thereof for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), and such interest will not be treated as a preference item in calculating the alternative minimum tax that may be imposed on individuals and corporations under the Code. Under the Code, interest on the Series 2017A Bonds is to be included in adjusted current earnings for purposes of calculating the federal alternative minimum tax imposed on certain corporations. In the opinion of Bond Counsel, the Series 2017A Bonds, the transfer thereof and the interest earned thereon, including any profit derived from the sale thereof, are not subject to taxation of any kind by the State of Oklahoma or by any county, municipality or political subdivision therein. See the information contained herein under the caption “CERTAIN TAX MATTERS RESPECTING THE SERIES 2017A BONDS.” $52,945,000* THE BOARD OF REGENTS FOR THE OKLAHOMA AGRICULTURAL AND MECHANICAL COLLEGES OKLAHOMA STATE UNIVERSITY GENERAL REVENUE REFUNDING BONDS SERIES 2017A Dated: Date of Delivery Due: July 1, as shown on the inside cover The above‑captioned Series 2017A Bonds (the “Series 2017A Bonds”) are being issued by The Board of Regents for the Oklahoma Agricultural and Mechanical Colleges (the “Board of Regents” or the “Issuer”) for the benefit of Oklahoma State University (the “University”) to provide the funds to advance refund a portion of its Series 2009A Bonds described herein that were issued for the purpose of providing a portion of the funds to finance the acquisition of certain student housing and related facilities on the Stillwater Campus of the University. Proceeds of the Series 2017A Bonds also will be used to pay costs of issuance thereof. The Series 2017A Bonds are being issued pursuant to a Master Resolution Establishing the Oklahoma State University General Revenue Financing System as previously supplemented and as supplemented by a Ninth Supplemental Resolution as described herein (collectively, the “Resolution”). BOKF, NA, Oklahoma City, Oklahoma, will serve as Registrar, Transfer Agent and Paying Agent for the Series 2017A Bonds. The Series 2017A Bonds are issuable in fully registered form and when initially issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Series 2017A Bonds. Purchases of beneficial ownership interests in the Series 2017A Bonds will be made in book‑entry form only, in $5,000 principal amounts or integral multiples thereof. Beneficial Owners of the Series 2017A Bonds will not receive physical delivery of certificates evidencing their ownership interest in the Series 2017A Bonds so long as DTC or a successor securities depository acts as the securities depository with respect to the Series 2017A Bonds. Interest on the Series 2017A Bonds is payable each January 1 and July 1, commencing July 1, 2017, as more fully described herein. So long as DTC or its nominee is the registered owner of the Series 2017A Bonds, payments of the principal of and interest on the Series 2017A Bonds will be made directly to DTC. Disbursement of such payments to DTC Participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of DTC Participants. See “THE SERIES 2017A BONDS—Book‑Entry‑Only System” herein. Maturity Schedule on Inside Cover The Series 2017A Bonds are subject to redemption prior to maturity. See “THE SERIES 2017A BONDS—Redemption Provisions” herein. THE SERIES 2017A BONDS AND THE INTEREST THEREON ARE LIMITED AND SPECIAL REVENUE OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM THE PLEDGED REVENUES. THE SERIES 2017A BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE STATE OF OKLAHOMA AND SHALL NEVER CONSTITUTE NOR GIVE RISE TO A PECUNIARY LIABILITY OF THE STATE OR A CHARGE AGAINST THE GENERAL CREDIT OF THE STATE OR TAXING POWERS OF THE STATE. THE ISSUER AND THE UNIVERSITY HAVE NO POWER OF TAXATION. 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 the Attorney General of the State of Oklahoma and by the Floyd Law Firm, P.C., Bond Counsel, Norman, Oklahoma. Certain legal matters will be passed upon for the University by the General Counsel to the University and for the Underwriters by their counsel, Kutak Rock LLP, Oklahoma City, Oklahoma. It is expected that the Series 2017A Bonds will be available for delivery to DTC in New York, New York, on or about June 21, 2017. Citigroup BOK Financial Securities, Inc. Wells Fargo Securities The date of this Official Statement is May ___, 2017 This Preliminary Official Statement and the information contained herein are subject to completion or 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 prior be accepted buy delivered is Statement Official time the the to to offers may nor sold be not securities These may This Preliminary amendment. or completion subject to are herein contained information the and Statement Official would solicitation or sale sale of these securities jurisdictionbuy nor shall there be any in any in which such offer, to Under no circumstances shall this Preliminary to sell or a solicitation of an offer Official Statement constitute an offer form. such jurisdiction. prior of any or qualification under the securities to registration be unlawful laws * Preliminary, subject to change. $52,945,000* THE BOARD OF REGENTS FOR THE OKLAHOMA AGRICULTURAL AND MECHANICAL COLLEGES OKLAHOMA STATE UNIVERSITY GENERAL REVENUE REFUNDING BONDS SERIES 2017A Maturities, Amounts, Interest Rates and Yields* $45,600,000* Series 2017A Serial Bonds Maturity Principal Interest CUSIP July 1 Amount Rate Yield Base: 678505 2020 $ 1,780,000 2021 1,840,000 2022 1,920,000 2023 1,995,000 2024 2,080,000 2025 2,160,000 2026 2,250,000 2027 2,340,000 2028 2,435,000 2029 2,535,000 2030 2,640,000 2031 2,745,000 2032 2,850,000 2033 2,960,000 2034 3,075,000 2035 3,205,000 2036 3,330,000 2037 3,460,000 $7,345,000* ____% Series 2017A Term Bond due July 1, 2039 – Yield ____% (CUSIP 678505-___) CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein provided by CUSIP Global Services (“CGS”), managed on behalf of the American Bankers Association by S&P Capital IQ. This information is not intended to create a database and does not serve in any way as a substitute for services provided by CGS. 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 registered and beneficial owners of the applicable Series 2017A 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 applicable Series 2017A Bonds or as included herein. The CUSIP number for a specific maturity is 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 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 Series 2017A Bonds. _________________________ *Preliminary, subject to change. No dealer, broker, salesman or other person has been authorized to give any information or to make any representations, other than as contained in this Official Statement, and if given or made, any such other information or representations must not be relied upon. 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 has been furnished by the Board of Regents, the University and other sources which are believed to be reliable. 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 responsibilities 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 and this Official Statement is not to be construed as the promise or guarantee of the Underwriters. 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 under any circumstances create any implication that there has been no change in the information or opinions set forth herein after the date of this Official Statement. This Official Statement contains statements that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When used in this Official Statement, the words “estimate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements.