New Hampshire Health and Education Facilities Authority Revenue Bonds, University System of New Hampshire Issue, Series 2017A
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PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 6, 2017 NEW ISSUE – Book-Entry Only RATINGS: See “Ratings” herein. In the opinion of Hawkins Delafield & Wood LLP, Bond Counsel to the Authority, under existing statutes and court decisions and assuming continuing compliance with certain tax covenants described herein, (i) interest on the Series 2017A 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 Series 2017A Bonds 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 of calculating the alternative minimum tax imposed on such corporations. In addition, in the opinion of Bond Counsel to the Authority, under existing statutes,(i) interest on the Series 2017B Bonds is included in gross income for Federal income tax purposes pursuant to the Code, and (ii) the Series 2017 Bonds, their transfer and the income therefrom, including any profit made on the sale thereof, will be exempt from taxes directly imposed thereon by The State of New Hampshire and the municipalities and other political subdivisions of The State of New Hampshire. See “TAX MATTERS” herein. NEW HAMPSHIRE HEALTH AND EDUCATION FACILITIES AUTHORITY $54,810,000* $48,765,000* Revenue Bonds, University System Taxable Revenue Bonds, University System of New Hampshire Issue, Series 2017A of New Hampshire Issue, Series 2017B Dated: Date of Delivery Due: July 1, as shown on the inside cover page The New Hampshire Health and Education Facilities Authority Revenue Bonds, University System of New Hampshire Issue, Series 2017A (the “Series 2017A Bonds”) and the New Hampshire Health and Education Facilities Authority Taxable Revenue Bonds, Series 2017B (the “Series 2017B Bonds” and together with the Series 2017A Bonds, the “Series 2017 Bonds”) are issuable only as fully registered bonds without coupons, and, when issued, will be registered in the name of CEDE & Co., as Bondowner and nominee for The Depository Trust Company (“DTC”), New York, New York. Purchases of beneficial interests in the Series 2017 Bonds will be made in book-entry only form and will be made in the denomination of $5,000 or any integral multiple thereof. Purchasers of beneficial interests will not receive certificates representing their interests in the Series 2017 Bonds. So long as CEDE & Co. is the Bondowner, as nominee of DTC, references herein to the Bondowners or registered owners shall mean CEDE & Co., as aforesaid, and shall not mean the Beneficial Owners of the Series 2017 Bonds. See “THE SERIES 2017 BONDS — Book-Entry Only System” herein. Principal and Redemption Price (defined herein) of and interest on the Series 2017 Bonds will be paid directly to DTC by The Bank of New York Mellon Trust Company, N.A., as bond trustee (the “Bond Trustee”), so long as DTC or its nominee, CEDE & Co., is the Bondowner. Disbursement of such payments to the Beneficial Owners (defined herein) is the responsibility of the DTC Participants (defined herein) and the Indirect Participants (defined herein), as more fully described herein. The Series 2017 Bonds will bear interest from the date of delivery, payable on each January 1 and July 1, commencing January 1, 2018. The Series 2017 Bonds are subject to redemption prior to maturity, including optional redemption, mandatory sinking fund redemption and extraordinary optional redemption, as described herein. See “THE SERIES 2017 BONDS” herein. The Series 2017 Bonds are special obligations of the New Hampshire Health and Education Facilities Authority (the “Authority”) payable solely from the revenues of the Authority derived from payments to be made to the Bond Trustee for the account of the Authority by the University System of New Hampshire (the “System”) from certain System Receipts (defined herein) in accordance with the provisions of the Agreement (defined herein), and certain other funds, all as more fully described herein. NEITHER THE STATE OF NEW HAMPSHIRE NOR ANY MUNICIPALITY OR POLITICAL SUBDIVISION THEREOF SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2017 BONDS EXCEPT FROM THE SOURCES DESCRIBED HEREIN, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF NEW HAMPSHIRE OR OF ANY MUNICIPALITY OR POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE SERIES 2017 BONDS. THE AUTHORITY HAS NO TAXING POWER. The Series 2017 Bonds are offered when, as and if issued and received by the applicable Underwriters, subject to prior sale, withdrawal or modification of the offer without notice and subject to the approving opinion of Hawkins Delafield & Wood LLP, New York, New York, Bond Counsel. Certain legal matters will be passed upon for the Authority by Wadleigh, Starr & Peters P.L.L.C., Manchester, New Hampshire, counsel to the Authority. Certain legal matters will be passed upon for the System by its General Counsel, Ronald F. Rodgers, Esq. McCarter & English, LLP, Boston, Massachusetts, counsel to the Underwriters, will pass upon certain legal matters for the Underwriters. It is expected that the Series 2017 Bonds will be available for delivery through the facilities of DTC or its custodial agent on or about December 6, 2017. Citigroup BofA Merrill Lynch Fidelity Capital Markets1 _______, 2017 * Preliminary, subject to change. 1 This Preliminary Official Statement and the information contained herein are subject to change without notice and completion or amendment in a final Official Statement. Under no circumstances shall this Preliminary This Preliminary Official Statement contained herein are subject to change without notice and completion or amendment in a final Official Statement. Official Statement and the information prior or qualification under the applicable to registration be unlawful solicitation or sale would sale of the Series jurisdiction any 2017 Bonds in any in which such offer, nor shall there by to buy, to sell or a solicitation of an offer constitute an offer such jurisdiction. of any securities laws Underwriter for only Series 2017A Bonds MATURITY SCHEDULE* $54,810,000* New Hampshire Health and Education Facilities Authority Revenue Bonds, University System of New Hampshire Issue, Series 2017A $54,810,000* Serial Bonds Year Interest Price or Year Interest Price or (July 1) Amount Rate Yield CUSIP† (July 1) Amount Rate Yield CUSIP† 2019 $1,795,000 2029 $2,925,000 2020 1,885,000 2030 3,070,000 2021 1,980,000 2031 3,225,000 2022 2,075,000 2032 3,385,000 2023 2,180,000 2033 3,555,000 2024 2,290,000 2034 3,730,000 2025 2,405,000 2035 3,915,000 2026 2,525,000 2036 4,115,000 2027 2,650,000 2037 4,320,000 2028 2,785,000 MATURITY SCHEDULE* $48,765,000* University System of New Hampshire Taxable Revenue Bonds, University System of New Hampshire Issue, Series 2017B $33,015,000* Serial Bonds Year Interest Year Interest (July 1) Amount Rate Price CUSIP† (July 1) Amount Rate Price CUSIP† 2018 $1,075,000 2026 $2,275,000 2019 1,905,000 2027 2,350,000 2020 1,945,000 2028 2,425,000 2021 1,985,000 2029 2,510,000 2022 2,030,000 2030 2,595,000 2023 2,085,000 2031 2,690,000 2024 2,145,000 2032 2,795,000 2025 2,205,000 $15,750,000* _____% Term Bonds due July 1, 2037* Priced to Par at 100% CUSIP† _____ * Preliminary, subject to change. † The CUSIP (Committee on Uniform Securities Identification Procedures) numbers on the inside cover of this Official Statement have been assigned by an organization not affiliated with the Authority, the System or the Underwriters, and such parties are not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers are included solely for the convenience of Bondowners and no representation is made as to the correctness of the CUSIP numbers printed on the inside cover hereof. CUSIP numbers assigned to securities may be changed during the term of such securities based on a number of factors including but not limited to the refunding or defeasance of such issue or the use of secondary market financial products. None of the Authority, the System nor any Underwriter 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 on the inside cover hereof. CUSIP® is a registered trademark of the American Bankers Association. No broker, dealer, salesman or other person has been authorized by the New Hampshire Health and Education Facilities Authority (the “Authority”), the University System of New Hampshire (the “System”) or the Underwriters 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. The information contained herein under the heading “THE AUTHORITY” has been furnished by the Authority. All other information contained herein has been obtained from the System, The Depository Trust Company and other sources which are deemed to be reliable but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Authority. 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 responsibility to investors 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.