(A Public Benefit Corporation of the State of New York) Series 2012A Subordinate Lien Refunding Bonds
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NEW ISSUE – BOOK-ENTRY-ONLY In the opinion of each of Hawkins Delafield & Wood LLP and Gonzalez Saggio & Harlan LLP, Co-Bond Counsel, under existing statutes and court decisions (i) interest on the Series 2012A Subordinate Bonds is excluded from gross income for federal income tax purposes under section 103 of the Code, and (ii) interest on the Series 2012A Subordinate Bonds is not treated as a preference item in calculating the federal 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 federal corporate alternative minimum tax imposed on such corporations. Co-Bond Counsel are also of the opinion that interest on the Series 2012A Subordinate 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). Co-Bond Counsel express no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Series 2012A Subordinate Bonds. See “Part 9—TAX MATTERS.” $86,845,000 New York Local Government Assistance Corporation (A Public Benefit Corporation of the State of New York) Series 2012A Subordinate Lien Refunding Bonds Dated: Date of Delivery Due: April 1, as shown on the inside cover The Series 2012A Subordinate Bonds will be issued as registered bonds. The Series 2012A Subordinate Bonds will be issued under a book-entry-only system and will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York, which will act as securities depository for the Series 2012A Subordinate Bonds. Purchasers will not receive certificates representing their ownership interest in the Series 2012A Subordinate Bonds purchased. The Series 2012A Subordinate Bonds will be issued in denominations of $5,000 or integral multiples thereof. Interest on the Series 2012A Subordinate Bonds will be payable on October 1, 2012 and semi-annually thereafter on each April 1 and October 1. The Series 2012A Subordinate Bonds are subject to redemption prior to maturity as set forth herein. The Series 2012A Subordinate Bonds are being issued to refund certain outstanding bonds of the Corporation as more fully described herein. The Series 2012A Subordinate Bonds are general obligations of the Corporation, payable from revenues derived from certain sales and compensating use taxes imposed by the State of New York on a statewide basis and required by law to be deposited in the Local Government Assistance Tax Fund (the “Tax Fund”) at the rate of one percent (1%). The Series 2012A Subordinate Bonds will be paid from the 1% Sales Tax after sufficient amounts are deposited in the funds and accounts securing the Senior Bonds (as defined herein). The Series 2012A Subordinate Bonds will be secured by a Capital Reserve Fund established by the Subordinate Resolution (as defined herein) and certain other funds and accounts under the Subordinate Resolution, all as more fully described herein. Payments from the Tax Fund to make payments on the Series 2012A Subordinate Bonds are subject to appropriation for such purpose by the State Legislature. The State is not bound or obligated to make such appropriation or continue the imposition of the sales and use taxes required to be deposited to the Tax Fund. The Corporation is a public benefit corporation of the State and has no taxing power. The Series 2012A Subordinate Bonds do not constitute an enforceable obligation or a debt of the State or any unit of local government of the State, and neither the faith and credit nor the taxing power of the State or any such unit of local government is pledged to the payment of the principal or Redemption Price of or interest on the Series 2012A Subordinate Bonds. The Series 2012A Subordinate Bonds are offered when, as and if issued by the Corporation and received by the Purchasers and subject to approval of legality by Hawkins Delafield & Wood LLP and Gonzalez Saggio & Harlan LLP, Co-Bond Counsel to the Corporation. Certain legal matters will be passed on for the Corporation by the Attorney General of the State of New York, General Counsel to the Corporation. Public Resources Advisory Group is acting as Financial Advisor to the Corporation. The Series 2012A Subordinate Bonds will be available for delivery through the facilities of DTC on or about June 1, 2012. Dated: May 24, 2012 $86,845,000 New York Local Government Assistance Corporation (A Public Benefit Corporation of the State of New York) Series 2012A Subordinate Lien Refunding Bonds Due Principal Interest CUSIP (April 1) Amount Rate Yield Number* 2013 $4,265,000 2.00% 0.19% 649876 Y29 2014 $5,205,000 5.00% 0.38% 649876 Y37 2015 $5,465,000 5.00% 0.54% 649876 Y45 2016 $5,735,000 5.00% 0.66% 649876 Y52 2017 $6,025,000 5.00% 0.87% 649876 Y60 2018 $6,325,000 5.00% 1.15% 649876 Y78 2019 $6,640,000 5.00% 1.37% 649876 Y86 2020 $6,975,000 5.00% 1.63% 649876 Y94 2021 $7,320,000 5.00% 1.85% 649876 Z28 2022 $7,690,000 5.00% 2.01% 649876 Z36 2023** $8,075,000 4.00% 2.23% 649876 Z44 2024** $8,395,000 4.00% 2.41% 649876 Z51 2025** $8,730,000 3.00% 2.72% 649876 Z69 * The CUSIP number listed above has been assigned by Standard & Poor’s, CUSIP Service Bureau and is provided solely for the convenience of bondholders and the Corporation makes no representation with respect to such number or undertakes any responsibility for its accuracy. The CUSIP number is subject to change after the issuance of the Series 2012A Subordinate Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the Series 2012A Subordinate Bonds. ** Priced to first call date of April 1, 2022. No dealer, broker, salesperson 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 must not be relied upon as having been authorized. 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 2012A Subordinate 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 provided by the Corporation, by the State of New York and by other sources which are believed to be reliable by the Corporation, but it is not guaranteed as to its accuracy or completeness and is not to be construed as a representation by the Purchasers. 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 Corporation or of the State of New York since the date hereof. This Official Statement is submitted in connection with the sale of the securities referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. Table of Contents Page Page PART 1—INTRODUCTION .........................................1 PART 6—DESCRIPTION OF THE SERIES 2012A The Corporation ...........................................................1 SUBORDINATE BONDS............................27 The Bonds ....................................................................1 General .......................................................................27 The Capital Reserve Funds...........................................3 Book-Entry-Only System ...........................................27 1% Sales Tax................................................................4 PART 7—LIMITATION ON ISSUANCE OF Additional Bonds and Estimated Debt Service CERTAIN TAX AND REVENUE Coverage ..................................................................4 ANTICIPATION NOTES BY THE Interest Rate Swap Agreements....................................5 STATE..........................................................29 Certain Constitutional Requirements ...........................6 PART 8—LEGALITY FOR INVESTMENT AND State Fiscal Reform Program .......................................6 DEPOSIT......................................................30 Information Concerning the State of New York ..........6 PART 9—TAX MATTERS..........................................31 PART 2—NEW YORK LOCAL GOVERNMENT Opinion of Bond Counsel ...........................................31 ASSISTANCE CORPORATION...................6 Certain Ongoing Federal Tax Requirements and Purpose and Operations................................................6 Covenants...............................................................31 Directors and Management ..........................................7 Certain Collateral Federal Tax Consequences............31 Plan of Finance.............................................................9 Bond Premium............................................................32 Plan of Refunding.........................................................9 Information Reporting and Backup Withholding .......32 PART 3—THE SALES TAX .........................................9 Miscellaneous .............................................................32 General .........................................................................9 PART 10—LITIGATION.............................................33 Sales Tax Receipts .....................................................10