New Hampshire Health and Education Facilities Authority Revenue Bonds, Catholic Medical Center Issue, Series 2017
Total Page:16
File Type:pdf, Size:1020Kb
PRELIMINARY OFFICIAL STATEMENT DATED AUGUST 29, 2017 NEW ISSUE - BOOK-ENTRY ONLY Ratings: S&P: “A-” Moody’s: “Baa1” (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 2017 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 2017 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, 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 EXEMPTION” herein. $58,600,000* NEW HAMPSHIRE HEALTH AND EDUCATION FACILITIES AUTHORITY REVENUE BONDS CATHOLIC MEDICAL CENTER ISSUE SERIES 2017 Dated: Date of Delivery Due: July 1, as shown on inside cover page The New Hampshire Health and Education Facilities Authority (the “Authority”) is issuing its $58,600,000* aggregate principal amount of Revenue Bonds, Catholic Medical Center Issue, Series 2017 (the “Series 2017 Bonds”). The Series 2017 Bonds are issuable only as fully registered bonds in denominations of $5,000 or any multiple thereof. The Series 2017 Bonds will be issued under a Book- Entry Only System, registered in the name of Cede & Co., as Registered Owner (as defined herein) and nominee for The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Series 2017 Bonds. Individual purchases of beneficial interests in the Series 2017 Bonds will be made in book-entry form. Purchasers of beneficial interests in the Series 2017 Bonds will not receive certificates representing interests in the Series 2017 Bonds that they purchase. So long as Cede & Co., as nominee of DTC, is the Registered Owner of the Series 2017 Bonds, reference herein to the Bondholders (as defined herein) or Registered Owners shall mean Cede & Co., rather than the Beneficial Owners (as defined herein) of the Series 2017 Bonds. The Series 2017 Bonds will be offered at the yields and will mature on the dates and in the principal amounts set forth on the inside front cover. Interest on the Series 2017 Bonds will accrue from their date of issuance and is payable semiannually on January 1 and July 1 of each year commencing on January 1, 2018. Payments of the principal of and premium, if any, and interest on the Series 2017 Bonds will be made by The Bank of New York Mellon Trust Company, N.A., as bond trustee (the “Bond Trustee”), to DTC, so long as DTC or its nominee is the Registered Owner of the Series 2017 Bonds, in accordance with the Bond Indenture described herein, and the Bond Trustee shall have no obligation to make payments to any Beneficial Owner of any Series 2017 Bond. Disbursement of such payments to DTC participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of DTC participants and indirect participants. See “THE SERIES 2017 BONDS - Book-Entry Only System” herein. The Series 2017 Bonds are subject to redemption prior to maturity, including optional redemption, mandatory sinking fund redemption, special redemption and purchase in lieu of redemption, in certain circumstances, as set forth herein. The Series 2017 Bonds are special, limited obligations of the Authority payable solely out of the revenues or other receipts, funds or moneys pledged therefor or otherwise available to the Bond Trustee (i) pursuant to the provisions of an Amended and Restated Master Trust Indenture, dated as of December 1, 2012, among the Members of the Obligated Group, as defined herein, and The Bank of New York Mellon Trust Company, N.A., as master trustee, and (ii) under a Bond Indenture relating to the Series 2017 Bonds, dated as of September 1, 2017, between the Authority and the Bond Trustee (the “Bond Indenture”), including those derived under a Loan Agreement relating to the Series 2017 Bonds, dated as of September 1, 2017, between the Authority and Catholic Medical Center (the “Institution”). Terms contained on the cover of this Official Statement highlight information contained herein. Investors should not rely solely on the cover, but should read the entire Official Statement before making an investment decision. 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 FULL 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 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 its counsel, Wadleigh, Starr & Peters, P.L.L.C., Manchester, New Hampshire; for the Institution by its counsel, Devine, Millimet & Branch, Professional Association, Manchester, New Hampshire and for the Underwriters by their counsel, McCarter & English, LLP, Boston, Massachusetts. 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 September 21, 2017. JEFFERIES LLC OPPENHEIMER & CO. Dated: September __, 2017 This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of any offer to buy to any offer Under no circumstances shall this Preliminary to sell or the solicitation of This Preliminary Official Statement constitute an offer contained herein are subject to completion or amendment. Official Statement and the information such jurisdiction. prior of any or qualification under the securities to registration be unlawful laws solicitation or sale would sale of the Series jurisdictionnor shall there be any 2017 Bonds in any in which such offer, * Preliminary, subject to change. MATURITIES, AMOUNTS, INTEREST RATES, PRICES, YIELDS AND CUSIPS*† $58,600,000* NEW HAMPSHIRE HEALTH AND EDUCATION FACILITIES AUTHORITY REVENUE BONDS, CATHOLIC MEDICAL CENTER ISSUE, SERIES 2017 Maturity Date Principal Interest CUSIP (July 1) Amount Rate Price Yield Number† $_____ ___% Term Bonds due July 1, 20__; Price ___; Yield ___; 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 Institution 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 Bondholders 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 Institution 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 dealer, broker, salesman or other person has been authorized by the Authority, the Institution, DTC or the Underwriters to give any information or to make any representations with respect to this offering, 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, nor shall there be any sale of the Series 2017 Bonds by any person in any state in which it is unlawful for such person to make such offer, solicitation or sale. Certain information contained herein has been obtained from the Institution, the Depository Trust Company and other sources which are believed to be reliable, but has not been independently verified by, is not guaranteed as to accuracy or completeness, and is not to be construed as a representation of the Authority or the Underwriters. The information and expressions of opinions contained 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 Authority or the Institution since the date hereof. References in this Official Statement to any legislation or documents do not purport to be complete. Refer to such legislation and documents for full and complete details of their provisions. The Underwriters have provided the following sentence for inclusion in this Official Statement.