Indiana State University Board of Trustees Terre Haute, Indiana
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PRELIMINARY OFFICIAL STATEMENT DATED JULY 2, 2018 NEW ISSUE Moody’s Rating: “A1” BOOK-ENTRY ONLY Fitch Rating: “AA-” (See “BOND RATINGS”) In the opinion of Ice Miller LLP, Indianapolis, Indiana, Bond Counsel, under existing laws, regulations, judicial decisions and rulings, interest on the Series S Bonds (as hereinafter defined) is excluded for federal income tax purposes from gross income under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), and is not a specific preference item for purposes of the federal alternative minimum tax, although Bond Counsel observes that it is included in adjusted current earnings in calculating corporate alternative minimum taxable income for taxable years that began prior to January 1, 2018. Such exclusion is conditioned on continuing compliance with the Tax Covenants (as hereinafter defined). In the opinion of Ice Miller LLP, Indianapolis, Indiana, Bond Counsel, under existing laws, regulations, judicial decisions and rulings, interest on the Series S Bonds is exempt from income taxation in the State of Indiana. See “TAX MATTERS,” “ORIGINAL ISSUE DISCOUNT,” “BOND PREMIUM” and Appendix B hereto. $39,235,000* INDIANA STATE UNIVERSITY BOARD OF TRUSTEES Indiana State University Student Fee Bonds, Series S Dated as of Delivery Due: October 1, as shown on inside cover The Indiana State University Student Fee Bonds, Series S (the “Series S Bonds”), shall be issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof and, when issued, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Series S Bonds. Purchases of beneficial interests in the Series S Bonds will be made in book-entry form only. Purchasers of a beneficial interest in the Series S Bonds (the “Beneficial Owners”) will not receive physical delivery of certificates representing their interest in the Series S Bonds. See “DESCRIPTION OF SERIES S BONDS—General” and “—Book-Entry-Only System.” Interest on the Series S Bonds is payable on April 1 and October 1 of each year, beginning October 1, 2018. Interest, together with the principal of and premium, if any, on the Series S Bonds, will be paid directly to DTC by First Financial Bank, N.A., with its principal corporate trust office in Terre Haute, Indiana, as the trustee, registrar and paying agent (the “Trustee”) under the Indenture (herein defined), so long as DTC or its nominee is the registered owner of the Series S Bonds. The final disbursements of such payments to the Beneficial Owners of the Series S Bonds will be the responsibility of the DTC Participants and the Indirect Participants. See “DESCRIPTION OF SERIES S BONDS—General” and “—Book-Entry-Only System.” Certain of the Series S Bonds are subject to redemption prior to maturity, as described in this Official Statement. See “DESCRIPTION OF SERIES S BONDS—Redemption of Series S Bonds.” The Series S Bonds are being issued pursuant to resolutions adopted by and actions authorized by the Indiana State University Board of Trustees (the “University”) and a Trust Indenture dated as of November 1, 1985 (the “Original Indenture”), as heretofore supplemented and amended, and as further supplemented by a Sixteenth Supplemental Indenture dated as of July 15, 2018 (the “Sixteenth Supplemental Indenture”), each entered into by the University and the Trustee, for the purposes of financing the cost of acquiring, constructing, expanding, renovating and equipping certain facilities of the University, all as further described herein (the Original Indenture, as supplemented and amended, and the Sixteenth Supplemental Indenture, collectively, the “Indenture”). See “PURPOSES OF SERIES S BONDS.” The Series S Bonds, which are issued on a parity with the Series N Bonds, the Series P Bond, the Series Q Bonds and the Series R Bonds, are limited obligations of the University secured by and payable solely from a pledge of and first lien on the Pledged Funds, comprised of Student Fees and payments to the University from a Qualified Swap Provider pursuant to a Qualified Swap Agreement, the proceeds thereof, the University’s right to receive the same and all Funds held by the Trustee pursuant to the Indenture (all terms as defined and more fully described herein). The Series S Bonds are not a general obligation debt or liability of the University or the State of Indiana, and no recourse shall be had for the payment of the principal of or interest on the Series S Bonds against the University or the State of Indiana, or against the property or funds of the University or the State of Indiana, except to the extent of the pledge of the Pledged Funds as described above. See “SECURITY FOR BONDS.” A detailed maturity schedule is set forth on the inside cover. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Series S Bonds are offered when, as and if issued by the University and received by the Underwriters, subject to withdrawal or modification of the offer without notice and to the approval of legality by Ice Miller LLP, Indianapolis, Indiana, Bond Counsel. Certain legal matters will be passed upon for the University by Bridget K. Butwin, its general counsel, and for the Underwriters by Barnes & Thornburg LLP, Indianapolis, Indiana. Blue Rose Capital Advisors, LLC, is serving as financial advisor to the University. It is expected that the Series S Bonds in definitive form will be available for delivery through the facilities of DTC on or about August __, 2018. Citigroup Siebert Cisneros Shank & Co., L.L.C. Official Statement dated: July __, 2018 This Preliminary Official Statement and the information contained herein are subject to completion, amendment or other change without any notice. Under no circumstances shall this Preliminary to sell or Official Statement constitute an offer This Preliminary notice. contained herein are subject to completion, amendment or other change without any 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 these securities jurisdiction nor shall there be any in any in which such offer, to buy, the solicitation of an offer * Preliminary, subject to change. Maturity Dates, Principal Amounts, Interest Rates, Prices, Yields and CUSIP1 Numbers $39,235,000* Serial Bonds Maturity Principal Interest Date* Amount* Rate Price Yield CUSIP1 10/01/2018 $2,235,000 10/01/2019 1,195,000 10/01/2020 1,260,000 10/01/2021 1,325,000 10/01/2022 1,390,000 10/01/2023 1,460,000 10/01/2024 1,535,000 10/01/2025 1,615,000 10/01/2026 1,695,000 10/01/2027 1,785,000 10/01/2028 1,875,000 10/01/2029 1,970,000 10/01/2030 2,075,000 10/01/2031 2,180,000 10/01/2032 2,290,000 10/01/2033 2,410,000 10/01/2034 2,535,000 10/01/2035 2,660,000 10/01/2036 2,800,000 10/01/2037 2,945,000 1 CUSIP data herein provided by Standard & Poor’s CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. * Preliminary, subject to change. No dealer, broker, salesman or other person has been authorized by the University or the Underwriters to give any information or to make any representation other than those contained in this Official Statement, and if given or made, such information or representations must not be relied upon as having been authorized by the University or the Underwriters. Certain information in this Official Statement has been obtained from the University and other sources considered to be reliable, but is not guaranteed as to accuracy or completeness, and is not to be construed to be the representation of the Underwriters. This Official Statement should be considered in its entirety and no one factor considered more or less important than any other by reason of its position in this Official Statement. Any information or expressions of opinion in this Official Statement are subject to change without notice and neither the delivery of this Official Statement nor any sale hereunder shall under any circumstances create an implication that there has been no change as to the affairs of the University and other parties referred to herein since the date of this Official Statement or since any earlier date as of which information is stated to be given. Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as “plan,” “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project,” “budget,” “could,” or other similar words. Additionally, all statements in this Official Statement, including forward- looking statements, speak only as of the date they are made, and none of the University or the Underwriters undertakes any obligation to update any statement in light of new information or future events. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVES KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.