88590000* NEW JERSEY SPORTS and EXPOSITION AUTHORITY State Contract Refunding Bonds, 2011 Series a and 2011 Series B
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PRELIMINARY OFFICIAL STATEMENT DATED AUGUST 16, 2011 no any NEW ISSUE BOOK ENTRY ONLY RATINGS: Fitch: Moody’s: S&P: (See “RATINGS” herein) $88,590,000* NEW JERSEY SPORTS AND EXPOSITION AUTHORITY State Contract Refunding Bonds, 2011 Series A and 2011 Series B (Taxable) Dated: Date of Delivery Due: March 1 (as set forth on the inside front cover) This Official Statement has been prepared by the New Jersey Sports and Exposition Authority (“Authority”) to provide information relating to its State Contract Refunding Bonds, 2011 Series A (the “2011 Series A Bonds”) and 2011 Series B (Taxable) (the “2011 Series B Bonds”, and collectively with the 2011 Series A Bonds, the “2011 Series Bonds”). Tax Matters: In the opinion of Hawkins Delafield & Wood LLP, Bond Counsel, under existing statutes and court decisions and assuming compliance by the Authority with the Arbitrage and Use of Proceeds Certificate (as described herein), (i) interest on the 2011 Series A Bonds is excluded from gross income for Federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) interest on the 2011 Series A Bonds or amendment in a final Official Statement. Under is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes the applicable securities laws of any such jurisdiction. of calculating the alternative minimum tax imposed on such corporations. In the opinion of Bond Counsel, interest on the 2011 Series B Bonds is included in gross income for Federal income tax purposes pursuant to the Code. In addition, in the opinion of Bond Counsel, under existing statutes, interest on and any gain realized from the sale of any of the 2011 uy, nor shall there be any sale of the 2011 Series Bonds in Series Bonds is not includable in gross income under the existing New Jersey Gross Income Tax Act. See “TAX MATTERS” herein. Redemption: The 2011 Series Bonds are subject to redemption prior to maturity as described herein. See “THE 2011 SERIES BONDS — Redemption” herein. Security: The 2011 Series Bonds are special obligations of the Authority, payable solely from, and secured by, the payments received pursuant to the State Contract (as defined herein) and the other Pledged Property (as defined herein) under the Resolution (as defined herein). Notwithstanding the pledge effected by the Resolution or any provision of the Resolution, all amounts payable pursuant to the State Contract by the State or Treasurer of the State shall be subject to and dependent upon appropriations being made from time to time for such purposes by the New Jersey State Legislature (the “State Legislature”). The State Legislature has no legal obligation to make any such appropriations. None of the Authority’s revenues, rents, fees, rates, charges or other income and receipts derived by the Authority from the operation or ownership of any of its projects is pledged or assigned to the payment of the principal or redemption price of and interest on the 2011 Series Bonds. THE AUTHORITY HAS NO TAXING POWER. NEITHER THE STATE OF NEW JERSEY NOR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY) IS OBLIGATED TO PAY THE PRINCIPAL OR REDEMPTION PRICE OF OR INTEREST ON THE 2011 SERIES BONDS, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF NEW JERSEY NOR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OR REDEMPTION PRICE OF OR INTEREST ON THE 2011 SERIES BONDS. Purpose: The 2011 Series Bonds are being issued for the purposes of providing moneys, together with other available constitute an offer to sell or a solicitation of an offer to b contained herein are subject to change without notice and completion would be unlawful prior to registration or qualification under funds of the Authority, to: (i) currently or advance refund all or a portion of the Refunded Bonds (as defined herein); and (ii) pay the costs of issuance of the 2011 Series Bonds. See “PLAN OF REFUNDING” herein and “APPENDIX VI — SUMMARY OF REFUNDED BONDS” attached hereto. Interest: The 2011 Series Bonds will bear interest from their date of delivery at the rates set forth on the inside front cover. Interest on the 2011 Series Bonds is payable on each March 1 and September 1, commencing March 1, 2012. Denomination: $5,000 and any integral multiple thereof. Trustee: The Bank of New York Mellon, Woodland Park, New Jersey. Issuer Contact: Office of Public Finance, Trenton, New Jersey, 08625 (609) 984-4888. Official Statement Dated: August , 2011 This cover page contains certain information for quick reference only. Investors should read the entire Official Statement to obtain information essential to the making of an informed investment decision. The 2011 Series Bonds are offered when, as and if issued and received by the underwriters, subject to prior sale, withdrawal or modification of the offer without notice, and to the receipt of the approving legal opinion of Hawkins Delafield & Wood LLP, Newark, New Jersey, Bond Counsel to the Authority. It is expected that the 2011 Series Bonds will be available for delivery to the underwriters through DTC against payment therefor in New York, New York on or about August 31, 2011. This Preliminary Official Statement and the information circumstances shall this Preliminaryjurisdiction Official in Statement which such* offer, solicitationPreliminary, or sale subject to change. NEW JERSEY SPORTS AND EXPOSITION AUTHORITY MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND CUSIPS $45,510,000* STATE CONTRACT REFUNDING BONDS, 2011 SERIES A Maturity Date* (March 1) Principal Amount* Interest Rate Yield CUSIP1 2013 $10,390,000 2014 4,660,000 2015 4,740,000 2016 4,085,000 2017 4,085,000 2018 4,090,000 2019 1,925,000 2020 2,195,000 2021 2,690,000 2022 2,010,000 2023 2,215,000 2024 2,425,000 $43,080,000* STATE CONTRACT REFUNDING BONDS, 2011 SERIES B (TAXABLE) Maturity Date* (March 1) Principal Amount* Interest Rate Yield CUSIP1 2013 $22,065,000 2014 10,470,000 2015 6,095,000 2016 545,000 2017 555,000 2018 170,000 2019 460,000 2020 485,000 2021 530,000 2022 485,000 2023 505,000 2024 530,000 2025 185,000 * Preliminary, subject to change. 1 Registered trademark of American Bankers Association. CUSIP data herein 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 of issuance of the 2011 Series Bonds and the Authority does 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 2011 Series Bonds 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 2011 Series Bonds. The following Official Statement contains a general description of the 2011 Series Bonds, The New Jersey Sports and Exposition Authority (the ―Authority‖), the State and the plan of refunding and sets forth summaries of certain provisions of the Resolution, the descriptions and summaries herein do not purport to be complete. Persons interested in purchasing the 2011 Series Bonds should carefully review this Official Statement (including the appendices attached hereto) as well as copies of such documents in their entirety, which are held by the Trustee at its Corporate Trust Office. This Official Statement is submitted in connection with the sale and the issuance of the 2011 Series Bonds and may not be reproduced, used or relied upon, in whole or in part, for any other purpose. THE ORDER AND PLACEMENT OF MATERIALS IN THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES, ARE NOT TO BE DEEMED TO BE A DETERMINATION OF RELEVANCE, MATERIALITY OR IMPORTANCE, AND THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES, MUST BE CONSIDERED IN ITS ENTIRETY. THE OFFERING OF THE 2011 SERIES BONDS IS MADE ONLY BY MEANS OF THIS OFFICIAL STATEMENT. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations, other than those contained in this Official Statement, and if given or made, such other information or representations must not be relied upon. This Official Statement does not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the 2011 Series Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. Certain information contained herein has been obtained from the State and other sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness. The information set forth herein has been obtained from sources which are believed to be reliable, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation of the Authority. 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 such information since the date hereof, or the date as of which particular information is given, if earlier.