Private Placement Memorandum
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PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER 11, 2020 NEW ISSUE SERIAL BOND STANDARD & POOR’S: “AA/STABLE OUTLOOK” See “BOND RATING” herein In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the 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”). In the further opinion of Bond Counsel, interest on the Bonds is not a specific preference item for purposes of the federal alternative minimum tax. Bond Counsel is also of the opinion that interest on the Bonds is exempt from personal income taxes imposed by the State of New York or any political subdivision thereof (including The City of New York). Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Bonds. See “TAX MATTERS” herein. The Bonds will NOT be designated as "qualified tax-exempt obligations" pursuant to Section 265(b)(3) of the Code. $1,610,000* COUNTY OF ULSTER, NEW YORK GENERAL OBLIGATIONS CUSIP BASE #: 903766 $1,610,000* Public Improvement Refunding (Serial) Bonds, 2020 (referred to herein as the “Bonds”) Dated: Date of Delivery Due: November 15, 2020-2028 solicitation solicitation of an offer to buy nor shall there be any sale of these securities in any MATURITIES* ities may not be sold, nor may offers to buy be accepted, prior to the time the Official to prior the time Official the not accepted, nor be to be buy ities offers may may sold, Year Amount Rate Yield CSP Year Amount Rate Yield CSP Year Amount Rate Yield CSP 2020 $ 5,000 % % 2023 $ 185,000 % % 2026 $ 215,000 % % 2021 170,000 2024 195,000 2027 225,000 2022 180,000 2025 205,000 2028 230,000 The Bonds are not subject to redemption prior to maturity, as described herein under the heading "THE BONDS – No Optional Redemption". The Bonds are general obligations of the County of Ulster, New York (the “County”), all the taxable real property within which is subject to the levy of ad valorem taxes to pay the Bonds and interest thereon, subject to applicable statutory limitations. See “NATURE OF OBLIGATION” and “TAX LEVY LIMITATION LAW” herein. The Bonds will be issued as registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the Bonds. Individual purchases will be made in book-entry form only, in the principal amount of $5,000 each or integral multiples thereof. Purchasers will not receive certificates representing their ownership interest in the Bonds. (See “BOOK-ENTRY-ONLY SYSTEM”). Interest on the Bonds will be payable on May 15 and November 15 in each year until maturity commencing November 15, 2020. Principal and interest will be paid by the County to DTC, which will in turn remit such principal and interest to its participants, for subsequent distribution to the beneficial owners of the Bonds, as described herein. The Bonds are offered when, as and if issued and received by the Underwriter and subject to the receipt of the approving legal opinion as to the validity of the Bonds of Orrick, Herrington & Sutcliffe, LLP, Bond Counsel, New York, New York. Certain legal matters will be passed on for the Underwriter by its Counsel, Hawkins Delafield & Wood LLP, New York, New York. It is anticipated that the Bonds will be available for delivery through the facilities of DTC located in Jersey City, New Jersey on or about October 6, 2020. ion or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. such of any laws the securities under qualification or to registration prior unlawful be would or sale ion THIS PRELIMINARY OFFICIAL STATEMENT IS IN A FORM DEEMED FINAL BY THE COUNTY FOR PURPOSES OF SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12 (THE “RULE”). FOR A DESCRIPTION OF THE COUNTY’S AGREEMENT TO PROVIDE CONTINUING DISCLOSURE FOR THE BONDS AS DESCRIBED IN THE RULE, SEE “CONTINUING DISCLOSURE” HEREIN. ROOSEVELT & CROSS INCORPORATED September ___, 2020 delivered delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the * Preliminary, subject to change. This Preliminary Official Statement and the information contained herein are subject to completion or amendment. or These secur amendment. to completion are herein subject contained information and the Statement Official This Preliminary Statement is solicitat offer, such in which jurisdiction COUNTY of ULSTER, NEW YORK COUNTY LEGISLATURE DAVID B. DONALDSON Chairman LYNN ARCHER JONATHAN R. HEPPNER TRACEY A. BARTELS HERBERT LITTS, III AL BRUNO CRAIG V. LOPEZ BRIAN CAHILL MARY BETH MAIO THOMAS CORCORAN, JR. JOHN R. PARETE PETER CRISWELL LAURA PETIT JAMES H. DELAUNE KEVIN A. ROBERTS DEAN FABIANO KENNETH J. RONK, JR. JOHN GAVARIS ABE UCHITELLE MANNA JO GREENE EVE WALTER HEIDI HAYNES MARY WAWRO COUNTY ADMINISTRATION PATRICK K. RYAN County Executive BURTON GULNICK, JR. Commissioner of Finance NINA POSTUPACK County Clerk CLINTON JOHNSON, ESQ. County Attorney ORRICK, HERRINGTON & SUTCLIFFE LLP Bond Counsel FISCAL ADVISORS & MARKETING, INC. Municipal Advisor No dealer, broker, salesman or other person has been authorized by the County 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 as having been authorized by the County. 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 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 obtained by the County from sources which are believed to be reliable but is not guaranteed as to accuracy or completeness. 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 affairs of the County since the date thereof. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement pursuant to its responsibilities to investors under federal securities laws, but the Underwriter does not guarantee the accuracy or completeness of such information. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. TABLE OF CONTENTS Page NATURE OF OBLIGATION.....................................................................................................1 Bonded Debt Service ............................................................................................................ 29 THE BONDS ...............................................................................................................................2 Cash Flow Borrowings ......................................................................................................... 29 Description Of The Bonds .......................................................................................................2 Lease Obligations ................................................................................................................. 30 No Optional Redemption.........................................................................................................3 Tobacco Settlement Securitization Corporation (UTASC) .................................................... 30 BOOK-ENTRY-ONLY SYSTEM ..............................................................................................3 Ulster County Community College (UCCC) ......................................................................... 30 Certificated Bonds...................................................................................................................4 Capital Planning and Budgeting ............................................................................................ 31 AUTHORIZATION AND PLAN OF REFUNDING ................................................................5 Authorized and Unissued Debt ............................................................................................. 32 Authorization and Purpose ......................................................................................................5 Estimated Overlapping Indebtedness .................................................................................... 33 The Refunding Financial Plan .................................................................................................5 Debt Ratios ........................................................................................................................... 34 Verification of Mathematical Computations ............................................................................6 Sources