Dormitory Authority of the State of New York of the State of New York Iona College Iona College Revenue Bonds, Series 2012A Revenue Bonds, Series 2012B
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NEW ISSUE See “Ratings” herein. $22,825,000 $6,735,000 DORMITORY AUTHORITY DORMITORY AUTHORITY OF THE STATE OF NEW YORK OF THE STATE OF NEW YORK IONA COLLEGE IONA COLLEGE REVENUE BONDS, SERIES 2012A REVENUE BONDS, SERIES 2012B Dated: Date of Issuance Due: July 1, as shown on the inside cover Payment and Security: The Dormitory Authority of the State of New York, Iona College Revenue Bonds, Series 2012A (the “Series 2012A Bonds”) and Series 2012B (the “Series 2012B Bonds and, together with the Series 2012A Bonds, the “Series 2012 Bonds”) are special obligations of the Dormitory Authority of the State of New York (the “Authority”) payable solely from and secured by a pledge of (i) certain payments to be made under the Loan Agreement (the “Loan Agreement”), dated as of May 23, 2012, between Iona College (the “College”) and the Authority, and (ii) the applicable funds and accounts (except the Arbitrage Rebate Fund) established under the Authority’s Iona College Revenue Bond Resolution, adopted May 23, 2012 (the “Resolution”), the Iona College Series 2012A Resolution Authorizing Up To $42,000,000 Series 2012A Bonds, adopted May 23, 2012 (the “Series 2012A Resolution”), and the Iona College Series 2012B Resolution Authorizing Up To $42,000,000 Series 2012B Bonds, adopted May 23, 2012 (the “Series 2012B Resolution”),and, together with the Series 2012A Resolution and the Resolution, the “Resolutions”). The Loan Agreement is a general obligation of the College and requires the College to pay, in addition to the fees and expenses of the Authority and the Trustee, amounts sufficient to pay the principal, Sinking Fund Installments, if any, and Redemption Price of and interest on the Series 2012 Bonds, as such payments become due. The obligations of the College under the Loan Agreement to make such payments are secured by a pledge of tuition and fee revenue of the College. The Series 2012 Bonds will not be a debt of the State of New York (the “State”) and the State will not be liable on the Series 2012 Bonds. The Authority has no taxing power. Description: Each Series of the Series 2012 Bonds will be issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof. Interest (due January 1, 2013 and each July 1 and January 1 thereafter) will be payable by check or draft mailed to the registered owners of the Series 2012 Bonds at their addresses as shown on the registration books held by the Trustee or, at the option of a holder of at least $1,000,000 in principal amount of Series 2012 Bonds, by wire transfer to the holder of such Series 2012 Bonds, each as of the close of business on the fifteenth day of the month next preceding an interest payment date. The principal or Redemption Price of each series of the Series 2012 Bonds will be payable at the principal corporate trust office of The Bank of New York Mellon, New York, New York, the Trustee and Paying Agent or, with respect to Redemption Price, at the option of a holder of at least $1,000,000 in principal amount of any series of Series 2012 Bonds, by wire transfer to the holder of such Series 2012 Bonds as more fully described herein. Each Series of the Series 2012 Bonds will be issued initially 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 2012 Bonds will be made in Book-Entry form (without certificates). So long as DTC or its nominee is the registered owner of the Series 2012 Bonds, payments of the principal, Redemption Price and Purchase Price of and interest on such Series 2012 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 2012 BONDS − Book-Entry Only System” herein. Redemption or Purchase: The Series 2012 Bonds are subject to optional redemption and purchase in lieu of optional redemption prior to maturity as more fully described herein. Tax Exemption: In the opinion of Hodgson Russ LLP and Golden Holley James LLP, Co-Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions and assuming, among other things, the accuracy of certain representations and certifications and compliance with certain covenants, interest on the Series 2012 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”). Co-Bond Counsel are also of the opinion that such interest is not treated as a preference item in calculating the alternative minimum tax imposed under the Code with respect to individuals and corporations. Interest on the Series 2012 Bonds is, however, included in the adjusted current earnings of certain corporations for purposes of computing the alternative minimum tax imposed on such corporations. Co-Bond Counsel are further of the opinion that interest on the Series 2012 Bonds is exempt from personal income taxes of the State of New York and 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 2012 Bonds. See “PART 12 - TAX MATTERS” herein. This cover page contains certain summary information regarding the Series 2012 Bonds and is not a complete summary of the Series 2012 Bonds or the security therefor. Capitalized terms used but not defined on this cover page shall have the same meanings ascribed to them elsewhere in this Official Statement. Investors should read this entire Official Statement (including the section entitled “INVESTMENT CONSIDERATIONS” and the Appendices) to obtain information necessary to the making of an informed investment decision. The Series 2012 Bonds are offered when, as, and if issued and received by the Underwriter. The offer of the Series 2012 Bonds may be subject to prior sale, or withdrawn or modified at any time without notice. The offer is subject to the approval of legality by Hodgson Russ LLP, Albany, New York and Golden Holley James LLP, New York, New York,, Co-Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the College by its Counsel, Tarter Krinsky & Drogin, LLP, New York, New York. Certain legal matters will be passed upon for the Underwriter by its counsel, McKenna Long & Aldridge LLP, New York, New York. The Authority expects to deliver the Series 2012 Bonds in definitive form in Albany, New York, on or about August 1, 2012. Citigroup July 13, 2012 $22,825,000 IONA COLLEGE REVENUE BONDS, SERIES 2012A $14,230,000 Serial Bonds CUSIP CUSIP Due Interest Number(1) Due Interest Price or Number(1) July 1, Amount Rate Yield (649906) July 1, Amount Rate Yield (649906) 2015 $ 185,000 3.00% 1.65% K86 2022 $1,160,000 5.00% 3.30% L77 2016 970,000 2.00 1.90 K94 2023 1,220,000 5.00 3.45(2) L85 2017 985,000 2.00 2.15 L28 2024 1,280,000 5.00 3.57(2) L93 2018 1,005,000 2.25 2.50 L36 2025 1,345,000 5.00 3.67(2) M27 2019 1,030,000 2.50 2.75 L44 2026 1,410,000 5.00 3.74(2) M35 2020 1,055,000 5.00 3.00 L51 2027 1,480,000 5.00 3.83(2) M43 2021 1,105,000 5.00 3.15 L69 $8,595,000 5.00% Term Bonds Due July 1, 2032, Priced at 108.800% to Yield 3.92%, CUSIP Number 649906 M50 (1) (2) $6,735,000 IONA COLLEGE REVENUE BONDS, SERIES 2012B $2,500,000 Serial Bonds CUSIP CUSIP Due Interest Price or Number(1) Due Interest Price or Number(1) July 1, Amount Rate Yield (649906) July 1, Amount Rate Yield (649906) 2013 $130,000 2.00% 1.00% M68 2021 $170,000 3.00 % 3.15% N67 2014 145,000 2.00 1.40 M76 2022 175,000 3.125 3.30 N75 2015 145,000 2.00 1.65 M84 2023 180,000 3.25 3.45 N83 2016 150,000 2.00 1.90 M92 2024 185,000 3.375 3.57 N91 2017 150,000 2.00 2.15 N26 2025 190,000 3.50 3.67 P24 2018 155,000 2.25 2.50 N34 2026 195,000 3.50 3.74 P32 2019 160,000 2.50 2.75 N42 2027 205,000 3.625 3.83 P40 2020 165,000 3.00 100 N59 $1,140,000 4.00% Term Bonds Due July 1, 2032, Priced at 97.977% to Yield 4.15%, CUSIP Number 649906 P57(1) $3,095,000 4.125% Term Bonds Due July 1, 2042, Priced at 97.066% to Yield 4.30%, CUSIP Number 649906 P65 (1) __________________________ (1) CUSIP numbers have been assigned by an independent company not affiliated with the Authority and are included solely for the convenience of the holders of the Series 2012 Bonds. Neither the Authority nor the Underwriter is responsible for the selection or uses of the CUSIP numbers and no representation is made as to their correctness on the Series 2012 Bonds or as indicated above. CUSIP numbers are subject to being changed after the issuance of the Series 2012 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such Series 2012 Bonds or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of the Series 2012 Bonds.