OFFICIAL STATEMENT DATED JUNE 21, 2016 $19,975,000 New Hope
Total Page:16
File Type:pdf, Size:1020Kb
OFFICIAL STATEMENT DATED JUNE 21, 2016 NEW ISSUES—BOOK-ENTRY ONLY Rating: S&P: “BBB-” (See “RATING” herein) The delivery of the Series 2016A Bonds (as defined below) is subject to the opinion of Bond Counsel to the Issuer to the effect that, assuming compliance with certain covenants and based on certain representations, interest on the Series 2016A Bonds is excludable from gross income for federal income tax purposes under statutes, regulations, published rulings and court decisions existing on the date hereof, subject to the matters described under “TAX MATTERS” herein, including the alternative minimum tax on corporations. Interest on the Series 2016B Bonds is not excludable from gross income for federal income tax purposes. See “TAX MATTERS” herein. $19,975,000 New Hope Cultural Education Facilities Finance Corporation Student Housing Revenue Bonds (CHF-Collegiate Housing San Antonio I, L.L.C. – Texas A&M University-San Antonio Project) Series 2016A and $885,000 Taxable Student Housing Revenue Bonds (CHF-Collegiate Housing San Antonio I, L.L.C. – Texas A&M University-San Antonio Project) Series 2016B Dated: Date of Issue Due: April 1, as shown inside The New Hope Cultural Education Facilities Finance Corporation Student Housing Revenue Bonds (CHF-Collegiate Housing San Antonio I, L.L.C. – Texas A&M University-San Antonio Project) Series 2016A (the “Series 2016A Bonds”) and Taxable Student Housing Revenue Bonds (CHF-Collegiate Housing San Antonio I, L.L.C. – Texas A&M University-San Antonio Project) Series 2016B (the “Series 2016B Bonds” and, together with the Series 2016A Bonds, the “Series 2016 Bonds”) are being issued by the New Hope Cultural Education Facilities Finance Corporation (the “Issuer”) pursuant to a Trust Indenture dated as of June 1, 2016 (the “Indenture”) between the Issuer and Wilmington Trust, N.A., as Trustee (the “Trustee”). The proceeds of the Series 2016 Bonds are being loaned to CHF-Collegiate Housing San Antonio I, L.L.C., an Alabama limited liability company (the “Borrower”), the sole member of which is Collegiate Housing Foundation, an Alabama nonprofit corporation and an organization described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, pursuant to a Loan Agreement between the Issuer and the Borrower dated as of June 1, 2016 (the “Loan Agreement”). The Series 2016 Bonds are being issued to provide funds for financing (i) the development, construction, furnishing and equipping of a 382-bed student housing facility and an approximately 4,250 square foot community center to be located on the campus of Texas A&M University-San Antonio (the “University”) in San Antonio, Texas on land leased by the Borrower from the Board of Regents of The Texas A&M University System (the “Board”) (collectively, the “Series 2016 Project”), (ii) the payment of capitalized interest on the Series 2016 Bonds during construction and for up to six months following the scheduled completion of construction of the Series 2016 Project (but not in excess of two years interest on the Series 2016 Bonds), (iii) the payment of certain start-up expenses (but not in excess of anticipated operating expenses during the first year of operation), (iv) the funding of the Debt Service Reserve Fund (as defined hereinafter) with respect to the Series 2016 Bonds, and (v) the payment of the costs of issuance of the Series 2016 Bonds. The 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 2016 Bonds. Individual purchases of beneficial ownership interests in the Series 2016 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 2016 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 2016 Bonds. The Series 2016 Bonds are being issued as fully registered bonds without coupons in denominations of $5,000 and any integral multiple thereof. The Series 2016 Bonds will bear interest from their date of issue, payable semiannually on each April 1 and October 1, commencing October 1, 2016. THE SERIES 2016 BONDS, TOGETHER WITH ALL PRINCIPAL AND INTEREST THEREON, AND PREMIUM, IF ANY, WITH RESPECT THERETO ARE SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER SECURED BY THE INDENTURE, AND SHALL ALWAYS BE PAYABLE SOLELY FROM THE REVENUES AND INCOME DERIVED FROM THE LOAN AGREEMENT AND THE SECURITY (AS DEFINED IN THE INDENTURE), AND FROM CERTAIN FUNDS AND ACCOUNTS PLEDGED TO THE TRUSTEE UNDER THE INDENTURE AND DESCRIBED THEREIN. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE BOARD, THE TEXAS A&M UNIVERSITY SYSTEM, THE UNIVERSITY, THE STATE OF TEXAS (THE “STATE”) OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING, BUT NOT LIMITED TO, THE TOWN OF NEW HOPE, IS PLEDGED TO THE PAYMENT OF THE SERIES 2016 BONDS. THE STATE IS NOT LIABLE ON THE SERIES 2016 BONDS AND THE SERIES 2016 BONDS ARE NOT A DEBT OF THE STATE. THE ISSUER HAS NO TAXING POWER. NO OWNER OF THE SERIES 2016 BONDS SHALL HAVE THE RIGHT TO COMPEL ANY EXERCISE OF THE TAXING POWER, IF ANY, OF THE ISSUER, THE STATE OR ANY OTHER POLITICAL SUBDIVISION THEREOF, INCLUDING, BUT NOT LIMITED TO, THE TOWN OF NEW HOPE, TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2016 BONDS. THE HOLDERS OF THE SERIES 2016 BONDS SHALL NEVER HAVE THE RIGHT TO DEMAND PAYMENT THEREOF OUT OF MONEY RAISED OR TO BE RAISED BY TAXATION. UNDER THE TERMS OF THE INDENTURE, THE ISSUER MAY ISSUE ADDITIONAL BONDS WHICH MAY BE SECURED ON A PARITY WITH THE SERIES 2016 BONDS. The Series 2016 Bonds are subject to prior mandatory, optional, and extraordinary redemption as described herein. See “THE SERIES 2016 BONDS” herein. SEE “CERTAIN BONDHOLDERS’ RISKS” HEREIN FOR A DISCUSSION OF CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE SERIES 2016 BONDS. EACH PROSPECTIVE INVESTOR SHOULD CONSIDER THE RISKS INVOLVED TO DETERMINE THE SUITABILITY OF INVESTING IN THE SERIES 2016 BONDS. This cover page is 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 2016 Bonds are offered when, as, and if issued by the Issuer and received by the Underwriter and are subject to prior sale and the approval of legality by McCall, Parkhurst & Horton L.L.P., Dallas, Texas, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the Borrower by Hand Arendall LLC, Mobile, Alabama and Shackelford, Bowen, McKinley & Norton, LLP, Dallas, Texas and for the Underwriter by Allen Boone Humphries Robinson LLP, Houston, Texas. Delivery of the Series 2016 Bonds through the facilities of DTC in New York, New York is expected on or about June 30, 2016. SERIES 2016A BONDS MATURITY SCHEDULE Maturity (April 1) Amount Coupon Yield Price CUSIP** 2022 $365,000 5.000% 2.250% 114.757 64542REC1 2023 385,000 5.000 2.400 116.115 64542RED9 2024 405,000 5.000 2.560 117.055 64542REE7 2025 425,000 5.000 2.700 117.818 64542REF4 2026 445,000 5.000 2.850 118.189 64542REG2 $2,575,000 5.000% Term Bond Due April 1, 2031 Yield 3.040% Price 116.430* CUSIP No: 64542REH0 3,290,000 5.000% Term Bond Due April 1, 2036 Yield 3.260% Price 114.431* CUSIP No: 64542REJ6 12,085,000 5.000% Term Bond Due April 1, 2048 Yield 3.410% Price 113.092* CUSIP No: 64542REK3 SERIES 2016B BONDS MATURITY SCHEDULE $885,000 3.375% Taxable Term Bond Due April 1, 2021 Yield 3.375% CUSIP No: 64542REL1 * Priced to the first optional redemption date of April 1, 2026. ** CUSIP Numbers have been assigned to the Series 2016 Bonds by Standard & Poor’s, CUSIP Service Bureau, a division of the McGraw-Hill Companies, Inc. and are included solely for the convenience of the holders of the Series 2016 Bonds. The Issuer, the Underwriter and the Borrower are not responsible for the selection, uses or correctness (as listed above) of, or subsequent changes to, CUSIP numbers assigned to the Series 2016 Bonds. No dealer, broker, salesman, 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 should not be relied upon as having been authorized by the Issuer, the Borrower, the University or the Underwriter. 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 Series 2016 Bonds by any person in any state in which it is unlawful for such person to make such offer, solicitation, or sale. The information set forth herein relating to the Issuer under the headings “THE ISSUER” and “LITIGATION - The Issuer” has been obtained from the Issuer. All other information herein has been obtained by the Underwriter and other sources deemed by the Underwriter to be reliable, and is not to be construed as a representation by the Issuer or the Underwriter. The Issuer has not reviewed or approved any information in this Official Statement except information relating to the Issuer under the headings “THE ISSUER” and “LITIGATION - The Issuer”. The information herein is 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 Issuer or the Borrower since the date hereof.