Catholic Health System Revenue Bonds Series 2019A
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NEW ISSUE – BOOK ENTRY ONLY RATINGS: Moody’s: “Baa1” S&P: “BBB+” (See “PART 14 – RATINGS” herein) $140,720,000 DORMITORY AUTHORITY OF THE STATE OF NEW YORK ® CATHOLIC HEALTH SYSTEM OBLIGATED GROUP REVENUE BONDS, SERIES 2019A Dated: Date of Delivery Due: July 1, as shown on inside cover Payment and Security: The Catholic Health System Obligated Group Revenue Bonds, Series 2019A (the “Series 2019A Bonds”), are special limited obligations of the Dormitory Authority of the State of New York (the “Authority”) payable from and secured by a pledge of (i) the payments to be made under the Loan Agreement dated as of March 6, 2019 (the “Loan Agreement”), between the Authority and Catholic Health System, Inc. (the “Corporation”); (ii) the funds and accounts (except the Arbitrage Rebate Fund) created under the Authority’s Catholic Health System Obligated Group Revenue Bond Resolution, adopted by the Authority on March 6, 2019 (the “General Resolution”), and under the Series 2019A Resolution authorizing the issuance of the Series 2019A Bonds adopted on March 6, 2019 (the “Series 2019A Resolution” and together with the General Resolution, the “Resolution”); (iii) Obligation No. 14 (the “Series 2019A Obligation”), issued by the Corporation pursuant to a Master Trust Indenture, dated as of November 26, 2006 (the “Original Master Indenture”), by and among the Corporation, Mercy Hospital of Buffalo (“Mercy”), Sisters of Charity Hospital of Buffalo, New York (“Sisters of Charity”), Kenmore Mercy Hospital (“Kenmore” and, together with the Corporation, Mercy and Sisters of Charity, the “Existing Obligated Group Members”) and The Bank of New York Mellon, as master trustee (the “Master Trustee”), which Original Master Indenture will be amended and restated immediately following the issuance of the Series 2019 Bonds (as defined herein) pursuant to the terms of an Amended and Restated Master Trust Indenture (the “Master Indenture”) by and among the Existing Obligated Group Members, Mount St. Mary’s Hospital of Niagara Falls (“Mount St. Mary’s”), McAuley-Seton Home Care Corporation (“McAuley-Seton”), and Niagara Homemaker Services, Inc. d/b/a Mercy Home Care (“Mercy Home Care” and together with the Existing Obligated Group Members, Mount St. Mary’s and McAuley-Seton, the “Obligated Group” and each a “Member” and collectively, the “Members”), and the Master Trustee; (iv) a pledge of Gross Receipts (as defined herein); and (v) certain Mortgages (as defined herein) pursuant to which certain Members have granted to the Master Trustee a mortgage lien on and security interest in certain of their respective interests in certain real and personal property. As described herein, the Series 2019A Bonds will be secured by the Mortgages only for so long as the Existing Obligations (as defined herein) that are currently secured by the Mortgages remain outstanding. The Corporation’s obligations under the Loan Agreement and the Series 2019A Obligation are general obligations of the Corporation. The Loan Agreement requires the Corporation to pay, in addition to the fees and expenses of the Authority and The Bank of New York Mellon, as bond trustee (the “Bond Trustee”), amounts sufficient to pay the principal of, redemption price, if any, and interest on the Series 2019A Bonds, as such payments shall become due, and to make payments due under the Series 2019A Obligation. The Series 2019A Bonds will not be a debt of the State of New York (the “State”) nor will the State be liable thereon. The Authority has no taxing power. Description: The Series 2019A Bonds will be issued as fully registered bonds in denominations of $5,000 and any integral multiple thereof. Interest on the Series 2019A Bonds will be payable semiannually on each January 1 and July 1, commencing July 1, 2019, and will be payable at the principal corporate trust office of the Bond Trustee, by check or draft mailed to the registered owner thereof. See “PART 3 – THE SERIES 2019A BONDS” herein. The Series 2019A Bonds will be initially issued under a Book-Entry Only System, registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). Individual purchases of beneficial interests in the Series 2019A Bonds will be made in Book-Entry form (without certificates). So long as DTC or its nominee is the registered owner of the Series 2019A Bonds, payments of the principal and redemption price of and interest on such Series 2019A Bonds will be made directly to DTC or its nominee. 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. See “PART 3 – THE SERIES 2019A BONDS – Book-Entry Only System” herein. Tender for Purchase and Redemption: The Series 2019A Bonds are subject to redemption, tender and purchase in lieu of redemption prior to maturity as more fully described herein. Tax Matters: 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 2019A 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 2019A Bonds is not treated as a preference item in calculating the alternative minimum tax under the Code. In addition, in the opinion of Hawkins Delafield & Wood LLP, under existing statutes, interest on the Series 2019A 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). See “PART 11 – TAX MATTERS” herein regarding certain other considerations. This Official Statement summarizes certain terms of the Series 2019A Bonds only while the Series 2019A Bonds bear interest in a Fixed Rate Mode. The Series 2019A Bonds may only be converted to another interest rate mode after the Series 2019A Bonds are subject to optional redemption as described herein. Except as set forth herein, this Official Statement does not describe (i) any other interest rate mode into which the Series 2019A Bonds may be converted, (ii) any provision relating to the tender provisions applicable to the Series 2019A Bonds after any such conversion, or (iii) the remarketing of the Series 2019A Bonds upon any such conversion and the application of the proceeds thereof. A remarketing of the Series 2019A Bonds upon any such conversion will be made solely by a separate offering document or through a private placement to a limited number of institutional investors and not by this Official Statement. MATURITY SCHEDULE – See Inside Cover Page The Series 2019A Bonds are offered when, as, and if received by the Underwriter. The offer of the Series 2019A Bonds is subject to the satisfaction of certain conditions and may be withdrawn or modified at any time without notice. The offer is subject to the approval of legality by Hawkins Delafield & Wood LLP, New York, New York, as Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the Corporation by its Counsel, Phillips Lytle LLP, Buffalo, New York. Certain legal matters will be passed upon for the Underwriter by its counsel, Katten Muchin Rosenman LLP, New York, New York. The Authority expects the Series 2019A Bonds to be delivered in definitive form in New York, New York on or about April 25, 2019. BofA Merrill Lynch April 10, 2019 $140,720,000 DORMITORY AUTHORITY OF THE STATE OF NEW YORK CATHOLIC HEALTH SYSTEM OBLIGATED GROUP REVENUE BONDS, SERIES 2019A Maturity Principal Interest (July 1) Amount Rate Price Yield CUSIP† 2026 $ 2,935,000 5.00% 118.799% 2.16% 64990GLN0 2027 3,075,000 5.00 120.446 2.25 64990GLP5 2028 4,085,000 5.00 121.586 2.37 64990GLQ3 2029 4,275,000 5.00 122.148 2.52 64990GLR1 2030 4,485,000 5.00 120.750* 2.66 64990GLS9 2031 4,705,000 3.00 99.491 3.05 64990GLT7 2032 4,825,000 5.00 118.494* 2.89 64990GLU4 2033 5,945,000 3.00 97.285 3.24 64990GLV2 2034 6,130,000 5.00 117.722* 2.97 64990GLW0 2035 6,430,000 5.00 117.146* 3.03 64990GLX8 2036 6,750,000 5.00 116.955* 3.05 64990GLY6 2037 7,090,000 4.00 104.772* 3.44 64990GLZ3 2038 7,370,000 4.00 104.422* 3.48 64990GMA7 2039 7,670,000 4.00 104.074* 3.52 64990GMB5 2040 9,135,000 4.00 103.726* 3.56 64990GMC3 2041 9,495,000 5.00 115.627* 3.19 64990GMD1 $46,320,000 4.00% Term Bond Due July 1, 2045, Price 103.294%*, Yield 3.61% CUSIP†: 64990GME9 _______________________________________________ * Priced to July 1, 2029 call date. † CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (“CGS”) is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright© 2019 CGS. All rights reserved. CUSIP® data herein is provided by CGS. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers have been assigned by an organization not affiliated with the Authority are provided for convenience of reference only. None of the Authority, the Corporation, the Underwriter or their agents or counsel assume responsibility for the accuracy of such numbers. REGARDING USE OF THIS OFFICIAL STATEMENT No dealer, broker, salesperson or other person has been authorized by the Authority, the Corporation or the Underwriter to give any information or to make any representations with respect to the Series 2019A Bonds, other than the information and representations contained in this Official Statement.