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2013-Bond-Offering-Series-A NEW ISSUES - BOOK ENTRY ONLY Moody’s: Aaa ® Fitch: AAA (See “Ratings” herein) $362,785,000 BATTERY PARK CITY AUTHORITY Senior Revenue Bonds $356,085,000 $6,700,000 Senior Revenue Bonds Senior Revenue Bonds Series 2013A (Tax-Exempt Bonds) Series 2013B (Federally Taxable Bonds) Dated: Date of Delivery Due: As set forth on the inside cover The $356,085,000 aggregate principal amount Battery Park City Authority Senior Revenue Bonds, Series 2013A (Tax-Exempt Bonds) (the “Series 2013A Bonds”), and the $6,700,000 aggregate principal amount Battery Park City Authority Senior Revenue Bonds, Series 2013B (Federally Taxable Bonds) (the “Series 2013B Bonds” and, together with the Series 2013A Bonds, the “Series 2013 Senior Bonds”) are issuable only in fully registered form and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), to which payments of principal and interest will be made. The Series 2013 Senior Bonds are being issued by the Battery Park City Authority doing business as Hugh L. Carey Battery Park City Authority (the “Authority”). The Series 2013 Senior Bonds will constitute Senior Bonds (as defined in the General Bond Resolution, adopted by the Authority on September 9, 2003 (the “General Resolution”) and as described in Appendix C to this Official Statement), and will be secured by the Collateral on a basis senior to all Junior Bonds and Subordinated Payments, and on a parity with all other Senior Bonds, now or hereafter secured under the General Resolution (each, as defined in the General Resolution). In addition to the Series 2013 Senior Bonds, the Authority expects to issue (i) $210,865,000 aggregate principal amount of its Junior Revenue Bonds, Series 2013C (the “Series 2013C Bonds”), (ii) $199,330,000 aggregate principal amount of its Junior Revenue Bonds, Series 2013D (the “Series 2013D Bonds”), and (iii) $199,335,000 aggregate principal amount of its Junior Revenue Bonds, Series 2013E (the “Series 2013E Bonds”), none of which will be offered to the public (collectively, the “Series 2013 Junior Bonds” and, together with the Series 2013 Senior Bonds, the “Series 2013 Bonds”). The Series 2013 Junior Bonds are not being offered by this Official Statement. Purchasers will receive beneficial interests in the Series 2013 Senior Bonds in the principal amounts described on the inside cover, in book-entry form only and in the denomination of $5,000 or any integral multiple thereof. So long as Cede & Co. is the registered owner of the Series 2013 Senior Bonds, the principal of and interest on the Series 2013 Senior Bonds are payable to Cede & Co., as nominee for DTC, by The Bank of New York Mellon, New York, New York, as Trustee and Paying Agent. Disbursement of such payments to the DTC Participants is the responsibility of DTC, and disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants, as more fully described herein. The Series 2013 Senior Bonds will be dated their date of delivery and will bear interest from such date until payment of principal has been made. Interest on the Series 2013 Senior Bonds will be payable on each May 1 and November 1 (commencing on May 1, 2014). The Series 2013 Senior Bonds are subject to optional and mandatory redemption prior to maturity, and the Series 2013A Bonds are subject to mandatory tender for purchase on any optional redemption date, all as described herein. The proceeds of the Series 2013 Bonds, together with other moneys of the Authority, will be used for the following purposes: (1) to provide for ongoing infrastructure and other capital improvements in Battery Park City; (2) to fund any required debt service reserves; (3) to refund certain outstanding indebtedness of the Authority; and (4) to pay costs of issuance of the Series 2013 Bonds. Payments of principal of and interest on the Series 2013 Senior Bonds will be payable from and secured by a pledge of certain revenues of the Authority described herein. In the opinion of 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 2013A 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) such interest is not treated as a preference item in calculating the alternative minimum tax on individuals and corporations under the Code and is not included in the adjusted current earnings of corporations for purposes of calculating the alternative minimum tax. In addition, in the opinion of Bond Counsel, under existing statutes, interest on the Series 2013 Senior 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). In the opinion of Bond Counsel, interest on the Series 2013B Bonds is included in gross income for Federal income tax purposes pursuant to the Code. See “TAX MATTERS” herein. THE SERIES 2013 SENIOR BONDS ARE SPECIAL OBLIGATIONS OF THE AUTHORITY, WHICH HAS NO TAXING POWER, AND ARE NOT A DEBT OR LIABILITY OF THE STATE OF NEW YORK OR THE CITY OF NEW YORK. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF NEW YORK OR THE CITY OF NEW YORK IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, OR INTEREST ON, THE SERIES 2013 SENIOR BONDS, NOR ARE THE SERIES 2013 SENIOR BONDS “MORAL OBLIGATION” BONDS SECURED BY A DEBT SERVICE OR OTHER RESERVE FUND FOR WHICH STATUTORY PROVISION FOR THE APPROPRIATION OF FUNDS HAS BEEN MADE. The Series 2013 Senior Bonds are offered for delivery when, as and if issued and delivered to the Underwriters, subject to the approval of legality by Hawkins Delafield & Wood LLP, New York, New York, Bond Counsel. Certain legal matters will be passed upon for the Underwriters by their counsel, Winston & Strawn LLP, New York, New York. Certain legal matters will be passed upon for the Authority by its General Counsel. It is expected that the Series 2013 Senior Bonds will be available for delivery to DTC on or about October 23, 2013. Citigroup Ramirez & Co., Inc. BofA Merrill Lynch J.P. Morgan Lebenthal & Co., LLC Rice Financial Products Company Wells Fargo Securities Dated: October 17, 2013 $362,785,000 BATTERY PARK CITY AUTHORITY SENIOR REVENUE BONDS $356,085,000 SENIOR REVENUE BONDS, SERIES 2013A (Tax-Exempt Bonds) Maturities, Amounts, Interest Rates, Yields and CUSIP* Numbers Interest Interest November 1 Principal Rate Yield CUSIP* November 1 Principal Rate Yield CUSIP* 2014 $18,345,000 2.000% 0.170% 07133AGC0 2021 $26,600,000 5.000% 2.440% 07133AHB1 2015 5,000,000 2.000 0.360 07133AGD8 2022 1,100,000 4.000 2.670 07133AGL0 2015 9,605,000 3.000 0.360 07133AGV8 2022 27,280,000 5.000 2.670 07133AHC9 2016 5,000,000 3.000 0.630 07133AGE6 2023 29,760,000 5.000 2.830 07133AHD7 2016 15,995,000 5.000 0.630 07133AGW6 2024 28,740,000 5.000 3.000† 07133AGM8 2017 5,000,000 3.000 0.980 07133AGF3 2025 25,040,000 5.000 3.180† 07133AGN6 2017 17,160,000 5.000 0.980 07133AGX4 2026 23,745,000 5.000 3.330† 07133AGP1 2018 5,000,000 3.000 1.390 07133AGG1 2027 7,895,000 5.000 3.460† 07133AGQ9 2018 18,360,000 5.000 1.390 07133AGY2 2028 8,285,000 5.000 3.590† 07133AGR7 2019 5,000,000 4.000 1.780 07133AGH9 2029 8,705,000 5.000 3.720† 07133AGS5 2019 19,590,000 5.000 1.780 07133AGZ9 2030 9,135,000 5.000 3.840† 07133AGT3 2020 700,000 4.000 2.140 07133AGJ5 2031 7,095,000 4.000 4.050 07133AGU0 2020 25,035,000 5.000 2.140 07133AHA3 2031 2,500,000 5.000 3.920† 07133AHE5 2021 415,000 4.000 2.440 07133AGK2 $6,700,000 SENIOR REVENUE BONDS, SERIES 2013B (Federally Taxable Bonds) Maturities, Amounts, Interest Rates, Yields and CUSIP* Numbers Interest November 1 Principal Rate Yield CUSIP* 2014 $1,005,000 2.000% 0.300% 07133AHF2 2015 5,695,000 2.000 0.500 07133AHG0 * Copyright, American Bankers Association. CUSIP data herein are provided by Standard & Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. 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 2013 Senior Bonds. None of the Authority or the Underwriters is responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Series 2013 Senior Bonds or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2013 Senior Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity 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 Series 2013 Senior Bonds. † Priced at the stated yield to the November 1, 2023 optional redemption date at a redemption price of par plus accrued interest to the redemption date. [THIS PAGE INTENTIONALLY LEFT BLANK] 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 2013 Senior Bonds to any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale.
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