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Board of Trustees of the University of Arkansas

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Board of Trustees of the University of Arkansas OFFICIAL STATEMENT NEW ISSUE RATING: Moody’s: “Aa2” (stable outlook)* (Book-Entry Only) In the opinion of bond counsel, under existing law, assuming compliance with certain covenants described herein, interest on the Series 2016A Bonds is excludable from gross income for federal income tax purposes, and interest on the Series 2016A Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, provided that with respect to corporations, interest on the Series 2016A Bonds will be taken into account in determining adjusted current earnings for the purpose of computing the federal alternative minimum tax. INTEREST ON THE SERIES 2016B BONDS IS NOT EXCLUDABLE FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES. In bond counsel’s further opinion, under existing law, the Series 2016A Bonds and Series 2016B Bonds, and interest thereon, are exempt from all present State, county and municipal taxation in the State of Arkansas (See TAX MATTERS herein.). BOARD OF TRUSTEES OF THE UNIVERSITY OF ARKANSAS ATHLETIC FACILITIES REVENUE BONDS (FAYETTEVILLE CAMPUS) $24,845,000 TAX-EXEMPT SERIES 2016A AND $90,000,000 TAXABLE SERIES 2016B Dated: Date of Delivery Due: September 15, as shown on the inside cover The Bonds are general obligations only of the Board of Trustees of the University of Arkansas (the “Board”). The Bonds will be secured by a specific pledge of, and payable first from, Pledged Revenues (as hereinafter defined), subject to existing pledges thereof as described herein. Neither the faith and credit nor the taxing power of the State of Arkansas are pledged to the payment of the principal of or the interest on the Bonds, and the Bonds are not secured by a mortgage or lien on any lands or buildings of the State of Arkansas or the Board. The Board has no taxing power. The Bonds are being issued for the purpose of (i) financing the construction and equipping of improvements, renovations, replacements and expansions to various athletic facilities on the Fayetteville campus of the University of Arkansas, and (ii) paying the costs of issuance of the Bonds. The Bonds are issuable as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York, to which principal and interest payments on the Bonds will be made so long as Cede & Co. is the registered owner of the Bonds. Individual purchases of the Bonds will be made only in book-entry form, in the denominations of $5,000 or any integral multiple thereof. Individual purchasers of the Bonds (“Beneficial Owners”) will not receive physical delivery of bond certificates. See BOOK-ENTRY ONLY SYSTEM herein. Interest on the Bonds is payable semiannually on March 15 and September 15, commencing March 15, 2017. All such interest payments shall be payable to the person in whose name such Bonds are registered on the bond registration books maintained by Regions Bank, Little Rock, Arkansas, as Trustee (the “Trustee”). Disbursement of such payments to DTC participants is the responsibility of DTC, and disbursement of such payments to Beneficial Owners is the responsibility of DTC participants or indirect participants, as more fully described herein. The Bonds mature, bear interest and are priced as set forth on the inside cover of this Official Statement. The Bonds are subject to redemption prior to maturity as is more fully described in REDEMPTION herein. The Bonds are offered when, as and if issued, subject to the approval of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C., Little Rock, Arkansas, bond counsel. Certain legal matters will be passed upon for the underwriters by Kutak Rock LLP, Little Rock, Arkansas, counsel to the underwriters. It is expected that the Bonds will be available for delivery at the facilities of DTC in New York, New York on or about October 19, 2016. Official Statement dated October 5, 2016. * See DESCRIPTION OF RATING herein. $24,845,000 BOARD OF TRUSTEES OF THE UNIVERSITY OF ARKANSAS ATHLETIC FACILITIES REVENUE BONDS (FAYETTEVILLE CAMPUS) TAX-EXEMPT SERIES 2016A Year Principal Interest (September 15) Amount Rate Yield CUSIP* 2034 $7,370,000 5.000% 2.560%** 914072 H48 2035 8,520,000 5.000% 2.610%** 914072 H55 2036 8,955,000 5.000% 2.650%** 914072 H63 $90,000,000 BOARD OF TRUSTEES OF THE UNIVERSITY OF ARKANSAS ATHLETIC FACILITIES REVENUE BONDS (FAYETTEVILLE CAMPUS) TAXABLE SERIES 2016B Year Principal Interest (September 15) Amount Rate Yield CUSIP* 2018 $2,350,000 1.192% 1.192% 914072 H71 2019 2,380,000 1.364% 1.364% 914072 H89 2020 2,415,000 1.605% 1.605% 914072 H97 2021 2,460,000 1.805% 1.805% 914072 J20 2022 5,725,000 2.043% 2.043% 914072 J38 2023 5,850,000 2.293% 2.293% 914072 J46 2024 5,990,000 2.416% 2.416% 914072 J53 2025 6,140,000 2.516% 2.516% 914072 J61 2026 6,300,000 2.616% 2.616% 914072 J79 2027 6,470,000 2.716% 2.716% 914072 J87 2028 6,655,000 2.916% 2.916% 914072 J95 2029 6,855,000 3.016% 3.016% 914072 K28 2030 7,065,000 3.116% 3.116% 914072 K36 2031 7,290,000 3.166% 3.166% 914072 K44 2032 7,530,000 3.288% 3.288% 914072 K51 2033 7,785,000 3.338% 3.338% 914072 K69 2034 740,000 3.388% 3.388% 914072 K77 ____________________________ * CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, operated by S&P Capital IQ, a business unit of Standard & Poor’s Financial Services LLC. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services Bureau. CUSIP numbers have been assigned by an independent company not affiliated with the Board and are included solely for the convenience of the registered owners of the Bonds. The Board and the Underwriters are not responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness by the Board on the Bonds and by the Underwriters on the Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part 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 certain maturities of the Bonds. ** Priced to the first optional redemption date of September 15, 2026. NO DEALER, BROKER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED BY THE BOARD TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION WITH RESPECT TO THE BONDS OTHER THAN THOSE CONTAINED IN THIS OFFICIAL STATEMENT AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER THE DELIVERY OF THIS OFFICIAL STATEMENT, NOR ANY SALES HEREUNDER, SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE BOARD SINCE THE DATE HEREOF. CERTAIN OF THE INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM SOURCES WHICH ARE BELIEVED TO BE RELIABLE, BUT IT IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE. 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 BONDS BY ANY PERSON IN ANY STATE IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. TABLE OF CONTENTS Page SUMMARY STATEMENT i INTRODUCTION 1 PURPOSES FOR THE BONDS 2 SOURCES AND USES 3 DESCRIPTION OF THE BONDS 3 REDEMPTION 3 SECURITY FOR THE BONDS 5 BOOK-ENTRY ONLY SYSTEM 6 CONCERNING THE TRUSTEE 7 SUMMARY OF THE INDENTURE 8 THE UNIVERSITY OF ARKANSAS 12 THE FAYETTEVILLE CAMPUS OF THE UNIVERSITY 17 FINANCIAL STATEMENTS 23 TAX MATTERS 24 CONTINUING DISCLOSURE 27 ENFORCEABILITY OF REMEDIES 28 FINANCIAL ADVISOR 28 LEGAL AND LEGISLATIVE MATTERS 28 UNDERWRITING 30 DESCRIPTION OF RATING 30 MISCELLANEOUS 31 Appendix A - Opinion of Bond Counsel Appendix B - Audited Financial Statements for the University of Arkansas, Fayetteville for the Fiscal Year Ended June 30, 2015 Appendix C - Audited Consolidated Financial Report of the University of Arkansas System for the Fiscal Year Ended June 30, 2015 Appendix D - Summary of Continuing Disclosure Agreement [PAGE INTENTIONALLY BLANK] SUMMARY STATEMENT The following summary statement is subject in all respects to the more complete information contained in this Official Statement. The offering of the Bonds to potential investors is made only by means of the entire Official Statement, including the cover page hereof and the appendices hereto. The Bonds The Board of Trustees of the University of Arkansas Athletic Facilities Revenue Bonds (Fayetteville Campus), Tax-Exempt Series 2016A, in the aggregate principal amount of $24,845,000 (the “Series 2016A Bonds”), and Taxable Series 2016B, in the aggregate principal amount of $90,000,000 (the “Series 2016B Bonds,” and together with the Series 2016A Bonds, the “Bonds”), each series to be dated as of the date of their delivery, will be issued under the authority of the Constitution and laws of the State of Arkansas, including particularly Arkansas Code Annotated Title 6, Chapter 62, Subchapter 3, as amended (the “Act”), and pursuant to a resolution duly adopted by the Board on September 8, 2016.
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