MCDONOGH SCHOOL FACILITY) SERIES 2011 Consisting Of
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OFFICIAL STATEMENT DATED OCTOBER 20, 2011 NEW ISSUE – BOOK ENTRY ONLY Ratings: Standard & Poor’s: A+ (See “RATINGS” herein) In the opinion of Bond Counsel, under existing laws, regulations, rulings and judicial decisions, (i) assuming continuous compliance with certain covenants and agreements contained in the documents relating to the Series 2011 Bonds and subject to the exceptions under “TAX EXEMPTIONS” herein, interest on the Series 2011 Bonds is excludible from gross income for federal income tax purposes, and (ii) the principal of and interest on the Series 2011 Bonds, the transfer of the Series 2011 Bonds, and any income derived from the Series 2011 Bonds, including profits made in their sale or transfer, are exempt from state and local taxes in the State of Maryland, except that no opinion is expressed as to such exemption from estate or inheritance taxes, or any other taxes not levied directly on the principal of and interest on the Series 2011 Bonds, their transfer or the income derived therefrom. Interest on the Series 2011 Bonds is not a tax preference item directly subject to the alternative minimum tax on individuals and corporations. Interest on the Series 2011 Bonds may, however, be subject to the branch profits tax imposed on foreign corporations engaged in a trade or business in the United States of America. See “TAX EXEMPTIONS” herein. No opinion is expressed as to the excludability of the interest on the Multi-Modal Bonds from gross income for federal income tax purposes from and after any Conversion Date or Reset Date, as described herein, or the effective date of other changes that require the delivery of an Opinion of Bond Counsel. $38,000,000 MARYLAND INDUSTRIAL DEVELOPMENT FINANCING AUTHORITY ECONOMIC DEVELOPMENT REVENUE BONDS (MCDONOGH SCHOOL FACILITY) SERIES 2011 consisting of $20,000,000 $6,000,000 $6,000,000 $6,000,000 Series 2011 A Series 2011 B Series 2011 C Series 2011 D Multi-Modal Multi-Modal Multi-Modal Dated: Date of Delivery Due: See Inside Cover The Series 2011 Bonds (defined below) will be dated the date of issue, will be issued in the principal amounts, will mature on the dates, will bear interest from the date of issue, payable on each Interest Payment Date commencing March 1, 2012 at the rates, and will be offered at the prices or yields, all as set forth on the inside of this cover page. The Series 2011 Bonds are issued pursuant to a Trust Indenture dated as of October 1, 2011 between the Maryland Industrial Development Financing Authority (the “Issuer”) and Manufacturers and Traders Trust Company, as Trustee (the “Trustee”). The Series 2011 Bonds will be limited obligations of the Issuer payable solely from payments by McDonogh School, Incorporated (the “Borrower”) pursuant to a Loan Agreement dated as of October 1, 2011 (the “Loan Agreement”) between the Issuer and the Borrower. Amounts payable by the Borrower under the Loan Agreement are secured by a pledge of the Receipts of the Borrower. See “SECURITY FOR THE SERIES 2011 BONDS” herein. The Issuer will simultaneously issue the $20,000,000 aggregate principal amount of its Maryland Industrial Development Financing Authority Economic Development Revenue Bonds (McDonogh School Facility), Series 2011 A (the “Series 2011 A Bonds”), the $6,000,000 aggregate principal amount of its Maryland Industrial Development Financing Authority Multi-Modal Economic Development Revenue Bonds (McDonogh School Facility), Series 2011 B (the “Series 2011 B Bonds”), the $6,000,000 aggregate principal amount of its Maryland Industrial Development Financing Authority Multi-Modal Economic Development Revenue Bonds (McDonogh School Facility), Series 2011 C (the “Series 2011 C Bonds”) and the $6,000,000 aggregate principal amount of its Maryland Industrial Development Financing Authority Multi-Modal Economic Development Revenue Bonds (McDonogh School Facility), Series 2011 D (the “Series 2011 D Bonds” and collectively with the Series 2011 B Bonds and Series 2011 C Bonds, the “Multi-Modal Bonds,” and the Multi-Modal Bonds, collectively with the Series 2011 A Bonds, the “Series 2011 Bonds”). The proceeds of the Series 2011 Bonds, together with other moneys available therefor as described herein, will be used by the Borrower to finance the costs of the construction of various capital improvements to the campus of the Borrower, including, without limitation, a 55,000-square-foot (approximate) math and science building, a 77,000-square-foot (approximate) student center, a central power plant, campus green and supporting infrastructure, including without limitation, two parking lots and a storm-water management pond; the rehabilitation and renovation of certain classroom space; the acquisition of certain necessary or useful equipment and machinery; and the acquisition of such other interests in land or improvements as may be necessary or suitable for the foregoing, including roads and rights of access, utilities and other necessary site preparation facilities (the “2011 Facility”). See “PLAN OF FINANCE” herein. The Series 2011 Bonds will be issued in fully registered form, registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Series 2011 Bonds. Individual purchases of beneficial ownership interests in the Series 2011 Bonds will be made in book-entry form only, and individual purchasers will not receive physical delivery of bond certificates. Payments of the principal of, and interest on, the Series 2011 Bonds will be made by the Trustee to Cede & Co., as nominee for DTC, for disbursement to DTC participants, and subsequent disbursement to the beneficial owners of the Series 2011 Bonds. The Series 2011 A Bonds will be initially issued in authorized denominations of $5,000 and any integral multiple thereof and the Multi–Modal Bonds will be initially issued in authorized denominations of $100,000 and any integral multiple of $5,000 in excess thereof. The Series 2011 Bonds will be subject to mandatory, extraordinary and optional redemption as described herein under “THE SERIES 2011 BONDS.” THE SERIES 2011 BONDS, THE INTEREST THEREON AND THE REDEMPTION PRICE AND PURCHASE PRICE THEREOF ARE LIMITED OBLIGATIONS OF THE ISSUER. THE PRINCIPAL OF, THE INTEREST ON, AND THE REDEMPTION PRICE AND THE PURCHASE PRICE OF THE SERIES 2011 BONDS ARE PAYABLE SOLELY FROM THE REVENUES OR OTHER MONEYS MADE AVAILABLE TO THE ISSUER FOR SUCH PURPOSE. THE SERIES 2011 BONDS, THE INTEREST THEREON AND THE REDEMPTION PRICE AND THE PURCHASE PRICE THEREOF ARE NOT DEBTS OR CHARGES AGAINST THE GENERAL CREDIT OR TAXING POWERS OF THE STATE OF MARYLAND (THE “STATE”), THE MARYLAND DEPARTMENT OF BUSINESS AND ECONOMIC DEVELOPMENT (THE “DEPARTMENT”), THE ISSUER OR ANY OTHER PUBLIC BODY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR CHARTER PROVISION OR STATUTORY LIMITATION AND MAY NOT GIVE RISE TO ANY PECUNIARY LIABILITY OF THE STATE, THE DEPARTMENT, THE ISSUER, OR ANY OTHER PUBLIC BODY. THE SERIES 2011 BONDS ARE NOT A DEBT TO WHICH THE FAITH AND CREDIT OF THE STATE, THE DEPARTMENT, THE ISSUER, OR ANY OTHER PUBLIC BODY IS PLEDGED. THE ISSUER HAS NO TAXING POWER. This cover page contains certain information for quick reference only. It is not a summary of this Official Statement. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2011 Bonds are offered when, as, and if issued by the Issuer and received by the Underwriters, subject to the approval of their validity by Miles & Stockbridge P.C., Bond Counsel. Certain legal matters will be passed upon by Ober, Kaler, Grimes, & Shriver, a professional corporation, Baltimore, Maryland, as counsel to the Borrower; and by Ballard Spahr LLP, Baltimore, Maryland, as disclosure counsel. M&T Securities, Inc. has acted as Financial Advisor to the Borrower in connection with the Series 2011 Bonds. Delivery of the Series 2011 Bonds is expected in New York, New York, on or about October 27, 2011, through the facilities of DTC. SERIES 2011 BONDS MATURITY SCHEDULE $20,000,000 SERIES 2011 A BONDS Maturity Date September 1 Amount Coupon Yield CUSIP* 2018 $890,000 3.000% 2.410% 574221KR7 2019 915,000 3.000% 2.690% 574221KS5 2020 860,000 3.250% 2.930% 574221KT3 2021 545,000 3.250% 3.070% 574221KU0 2022 545,000 3.125% 3.200% 574221KV8 2023 570,000 3.750% 3.350%† 574221KW6 2024 595,000 3.500% 3.480%† 574221KX4 2025 620,000 3.500% 3.610% 574221KY2 2026 650,000 3.625% 3.720% 574221KZ9 2027 680,000 3.750% 3.840% 574221LA3 2028 720,000 4.000% 3.940%† 574221LB1 2029 765,000 4.000% 4.030% 574221LC9 2030 805,000 4.100% 4.130% 574221LD7 2031 850,000 4.125% 4.220% 574221LE5 $3,885,000 4.500% Term Bonds Due September 1, 2035 Yield 4.200%† CUSIP: 574221LF2* $6,105,000 4.750% Term Bonds Due September 1, 2040 Yield 4.350%† CUSIP: 574221LG0* SERIES 2011 B BONDS Initial Reset Date $6,000,000 2.000% Due September 1, 2040 Yield .800%‡ (First Business Day of September) CUSIP: 574221LH8* 2013 SERIES 2011 C BONDS Initial Reset Date $6,000,000 2.000% Due September 1, 2040 Yield 1.250%‡ (First Business Day of September) CUSIP: 574221LJ4* 2014 SERIES 2011 D BONDS Initial Reset Date $6,000,000 2.000% Due September 1, 2040 Yield 1.750%‡ (First Business Day of September) CUSIP: 574221LK1* 2015 * Copyright 2011, American Bankers Association. CUSIP data herein are provided by Standard & Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. CUSIP numbers are included solely for the convenience of the holders of the Series 2011 Bonds and the Issuer, the Underwriters and the Borrower who are not responsible for the selection, uses or correctness (as listed above) of, or subsequent changes to, CUSIP numbers assigned to the Series 2011 Bonds.