Rochester General Hospital Official Statement
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NEW ISSUE Standard & Poor’s “A-” Full Book-Entry (See “Rating” herein) In the opinion of Harris Beach PLLC, Bond Counsel to the Issuer, based on existing statutes, regulations, court decisions and administrative rulings, and assuming compliance with the tax covenants described herein, interest on the Series 2017 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”). Furthermore, Bond Counsel is of the opinion that interest on the Series 2017 Bonds is not an “item of tax preference” for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Series 2017 Bonds is, however, included in the computation of “adjusted current earnings” for purposes of calculating the federal alternative minimum tax imposed on certain corporations. Bond Counsel is further of the opinion that, based on existing law, for so long as interest on the Series 2017 Bonds is and remains excluded from gross income for federal income tax purposes, such interest is exempt from personal income taxes imposed by the State of New York and any political subdivision thereof. See “TAX MATTERS” in this Official Statement. $151,945,000 MONROE COUNTY INDUSTRIAL DEVELOPMENT CORPORATION TAX-EXEMPT REVENUE BONDS (THE ROCHESTER GENERAL HOSPITAL PROJECT), SERIES 2017 Dated: Date of Delivery Due: December 1, as shown on inside cover The Monroe County Industrial Development Corporation Tax-Exempt Revenue Bonds (The Rochester General Hospital Project), Series 2017 (the “Series 2017 Bonds”) will be issued pursuant to an Indenture of Trust, dated as of May 1, 2017 (the “Indenture”), by and between the Monroe County Industrial Development Corporation (the “Issuer”) and Manufacturers and Traders Trust Company, as trustee (the “Trustee”), and are payable from and secured by (i) a pledge and assignment to the Trustee of certain payments to be made under a Loan Agreement, dated as of May 1, 2017 (the “Loan Agreement”), by and between the Issuer and The Rochester General Hospital (the “Institution”), and (ii) the funds and accounts (except the Rebate Fund) held by the Trustee under the Indenture. The Loan Agreement is a general obligation of the Institution and requires the Institution to pay, among other things, amounts sufficient to pay the principal, sinking fund installments and Redemption Price of and interest on the Series 2017 Bonds as such payments become due. See “SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2017 BONDS” herein. The payment obligations of the Institution under the Loan Agreement will be evidenced and secured by, among other things, the issuance by the Institution, as Member of the Obligated Group, of an obligation (the “Obligation No. 2”) to the Trustee, pursuant to the terms of a Master Trust Indenture, dated as of February 1, 2013, as amended and supplemented by a Supplemental Indenture for Obligation No. 2, dated as of May 1, 2017 (collectively, the “Master Indenture”), each by and between the Institution and Manufacturers and Traders Trust Company, as master trustee (the “Master Trustee”). Obligation No. 2 will be the joint and several obligation of the Institution and any other entities that may in the future agree to become obligated on Obligation No. 2 and any additional Obligations (as such term is defined herein) that may be issued under the Master Indenture in accordance with the provisions thereof (the Institution and any such other entities, individually, a “Member” and, collectively, the “Obligated Group”). Obligation No. 2 will be an obligation issued under the Master Indenture secured by a pledge of the Obligated Group’s Gross Receipts (as such term is defined herein). The Series 2017 Bonds are subject to redemption and purchase in lieu of redemption prior to maturity as described herein under the heading “THE SERIES 2017 BONDS – Redemption and Purchase in Lieu of Redemption Prior to Maturity.” The proceeds of the sale of the Series 2017 Bonds, together with other available funds, will be used to (i) finance or reimburse certain costs relating to the Facility (as defined under “PLAN OF FINANCE” herein ), (ii) finance the payment of capitalized interest, if any, on a portion of the Series 2017 Bonds and (iii) pay certain costs of issuance of the Series 2017 Bonds. See “PLAN OF FINANCE” herein. The Series 2017 Bonds will be issued as registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, which will act as securities depository (as defined herein) for the Series 2017 Bonds. Individual purchases will be made in book-entry form only, in the principal amount of $5,000 or any integral multiple of $5,000 in excess thereof. Purchasers will not receive certificates representing their ownership interest in the Series 2017 Bonds. Interest on the Series 2017 Bonds will be payable on December 1, 2017, and semi-annually thereafter on June 1 and December 1 in each year until maturity. THE SERIES 2017 BONDS ARE SPECIAL AND LIMITED OBLIGATIONS OF THE ISSUER AND DO NOT CONSTITUTE A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE ISSUER, THE STATE OF NEW YORK, OR ANY TAXING AUTHORITY OR POLITICAL SUBDIVISION THEREOF, INCLUDING MONROE COUNTY, NEW YORK, FOR THE PAYMENT OF THE PRINCIPAL OR REDEMPTION PRICE THEREOF OR INTEREST THEREON. THE ISSUER HAS NO TAXING AUTHORITY. The Series 2017 Bonds are offered when, as and if issued by the Issuer and accepted by the Underwriters, subject to prior sale, withdrawal or modification of the offer, the receipt of the approving opinion as to the validity of the Series 2017 Bonds of Harris Beach PLLC, Bond Counsel, and certain conditions. Certain legal matters will be passed upon for the Institution by its counsel, Bond, Schoeneck & King, PLLC. Certain legal matters will be passed upon for the Issuer by its counsel, Harris Beach PLLC. Certain legal matters will be passed upon for the Underwriters by their counsel, Hawkins Delafield & Wood LLP. It is anticipated that the Series 2017 Bonds will be available for delivery in New York, New York, or as may be agreed upon, on or about May 18, 2017. BofA Merrill Lynch J.P. Morgan M&T Securities, Inc. KeyBanc Capital Markets Inc. May 10, 2017 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND CUSIP NUMBERS $151,945,000 MONROE COUNTY INDUSTRIAL DEVELOPMENT CORPORATION TAX-EXEMPT REVENUE BONDS (THE ROCHESTER GENERAL HOSPITAL PROJECT), SERIES 2017 Maturity Principal Interest CUSIP (December 1,) Amount Rate Yield Number† 2022 $1,670,000 5.00% 1.94% 61075TRA8 2023 2,220,000 4.00 2.14 61075TRB6 2024 2,770,000 5.00 2.36 61075TRC4 2025 2,910,000 4.00 2.63 61075TRD2 2026 3,200,000 5.00 2.79 61075TRE0 2027 3,550,000 5.00 2.93* 61075TRF7 2028 3,720,000 5.00 3.02* 61075TRG5 2029 3,910,000 5.00 3.15* 61075TRH3 2030 4,105,000 3.50 3.55 61075TRJ9 2031 4,245,000 5.00 3.29* 61075TRK6 2032 4,460,000 5.00 3.36* 61075TRL4 2033 4,680,000 3.75 3.80 61075TRM2 2034 4,860,000 5.00 3.48* 61075TRN0 2035 5,105,000 5.00 3.54* 61075TRP5 2036 5,355,000 5.00 3.58* 61075TRQ3 2037 5,625,000 4.00 3.95* 61075TRR1 $24,835,000 4.00% Term Bond Due December 1, 2041 to Yield 4.00% CUSIP Number† 61075TRS9 $64,725,000 5.00% Term Bond Due December 1, 2046 to Yield 3.76%* CUSIP Number† 61075TRT7 * Priced at the stated yield to the December 1, 2026 optional redemption date at a redemption price of 100%. † CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (“CGS”) is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright© 2017 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the Issuer, the Institution, the Underwriters or the Trustee has agreed to, nor is there any duty or obligation to, update this Official Statement to reflect any change or correction in the CUSIP® numbers printed above. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2017 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE ORDER AND PLACEMENT OF MATERIALS IN THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES, IS 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 SERIES 2017 BONDS IS MADE ONLY BY MEANS OF THIS ENTIRE OFFICIAL STATEMENT. _____________________________ No dealer, broker, salesperson or other person has been authorized by the Issuer, the Institution or the Underwriters to give any information or to make any representations with respect to the Series 2017 Bonds, other than those contained in this Official Statement, and if given or made, such other 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, and there shall not be any sale of the Series 2017 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale.