Louisiana Public Facilities Authority
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PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 1, 2017 NEW ISSUE RATINGS: Moody’s: “A2” BOOK-ENTRY ONLY S&P: “A” See “RATINGS” herein In the opinion of Bond Counsel, under existing law, interest on the Series 2017A Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. However, interest on the Series 2017A Bonds is to be taken into account in the computation of certain taxes that may be imposed with respect to corporations, including, without limitation, the alternative minimum tax. Interest on the Series 2017B Bonds is included in gross income for federal income tax purposes. Bond Counsel is further of the opinion that, pursuant to the Act, the Bonds and the income thereof are exempt from all taxation in the State of Louisiana. See “TAX MATTERS” herein and the forms of opinions of Bond Counsel attached hereto as APPENDIX D. $50,780,000* $35,980,000* LOUISIANA PUBLIC FACILITIES AUTHORITY LOUISIANA PUBLIC FACILITIES AUTHORITY Revenue and Refunding Bonds Taxable Revenue Bonds (Tulane University of Louisiana Project) (Tulane University of Louisiana Project) Series 2017A Series 2017B Dated: Date of Delivery Due: December 15, as shown on the inside front cover The $50,780,000* Revenue and Refunding Bonds (Tulane University of Louisiana Project) Series 2017A (the “Series 2017A Bonds”) and $35,980,000* Taxable Revenue Bonds (Tulane University of Louisiana Project) Series 2017B (the “Series 2017B Bonds” and, together with the Series 2017A Bonds, the “Bonds”) are issuable by the Louisiana Public Facilities Authority (the “Authority”) in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”) as described herein and when issued will be initially registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Bonds (the “Securities Depository”). Purchasers will not receive certificates representing their interests in the Bonds purchased. Purchases of the Bonds may be made only in book‑entry form in Authorized Denominations by credit to participating broker‑dealers and other institutions on the books of DTC as described herein. The Series 2017A Bonds are being issued pursuant to a Trust Indenture (Series 2017A) (the “2017A Indenture”) and the Series 2017B Bonds are being issued pursuant to a Trust Indenture (Series 2017B) (the “2017B Indenture” and, together with the 2017A Indenture, the “Indenture”), each dated as of November 1, 2017, and each by and between the Authority and Whitney Bank, a state banking corporation organized under the laws of the State of Mississippi, as trustee (the “Trustee”). The principal of, premium, if any, and interest on the Bonds will be payable by the Trustee to the Securities Depository, which will remit such payments in accordance with its normal procedures, as described herein. Interest on the Bonds is payable on June 15 and December 15 of each year, commencing June 15, 2018. See “THE BONDS” herein. The proceeds of the Bonds will be loaned by the Authority to The Administrators of the Tulane Educational Fund New Orleans, Louisiana, a nonprofit educational institution (“Tulane” or the “University”), pursuant to, with respect to the Series 2017A Bonds, a Loan Agreement (Series 2017A) (the “2017A Loan Agreement”) and, with respect to the Series 2017B Bonds, a Loan Agreement (Series 2017B (the “2017B Loan Agreement” and, together with the 2017A Loan Agreement, the “Loan Agreement”), each dated as of November 1, 2017, and each by and between the Authority and the University, for the purpose of providing funds, together with other available funds, to (i) currently refund all of the Authority’s outstanding Refunding Revenue Bonds (Tulane University of Louisiana Project) Series 2007B, (ii) pay the costs of constructing, installing, acquiring, equipping, furnishing, and renovating certain projects for the University, as further described in this Official Statement, and (iii) pay the costs of issuance of the Bonds. See “THE PROJECT AND THE REFUNDING” and “ESTIMATED SOURCES AND USES OF FUNDS” herein. The Series 2017A Bonds are subject to optional and mandatory sinking fund redemption and the Series 2017B Bonds are subject to optional redemption prior to maturity as more particularly described herein. See “THE BONDS – Redemption – Series 2017A Bonds” and “- Redemption – Series 2017B Bonds” herein. The obligations of Tulane under the Loan Agreement are general obligations of Tulane and the full faith and credit of Tulane are pledged to the payment of such obligations and to certain other obligations of Tulane, as further described herein. THE BONDS ARE LIMITED AND SPECIAL OBLIGATIONS OF THE AUTHORITY AND DO NOT CONSTITUTE OR CREATE AN OBLIGATION, GENERAL OR SPECIAL, DEBT, LIABILITY OR MORAL OBLIGATION OF THE STATE OF LOUISIANA (THE “STATE”) OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISIONS WHATSOEVER AND NEITHER THE FAITH OR CREDIT NOR THE TAXING POWER OF THE STATE OR OF ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR THE INTEREST ON THE BONDS. THE BONDS ARE NOT A GENERAL OBLIGATION OF THE AUTHORITY (WHICH HAS NO TAXING POWER AND RECEIVES NO FUNDS FROM ANY GOVERNMENTAL BODY) BUT ARE A LIMITED AND SPECIAL REVENUE OBLIGATION OF THE AUTHORITY PAYABLE SOLELY FROM THE TRUST ESTATE, INCLUDING THE INCOME, REVENUES AND RECEIPTS DERIVED OR TO BE DERIVED FROM PAYMENTS MADE PURSUANT TO THE LOAN AGREEMENT. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. THIS COVER PAGE IS NOT INTENDED TO BE A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT, INCLUDING ALL APPENDICES ATTACHED HERETO, TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. The Bonds are offered when, as and if issued by the Authority and received by the Underwriters subject to the approving opinion of Foley & Judell, L.L.P., New Orleans, Louisiana, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the Underwriters by their counsel, Breazeale, Sachse & Wilson, L.L.P., Baton Rouge, Louisiana. Certain legal matters will be passed upon for the Authority by Jacob S. Capraro, Esq., New Orleans, Louisiana, Special Counsel to the Authority. Certain legal matters will be passed upon for the Trustee by its counsel, Gregory A. Pletsch & Associates, Baton Rouge, Louisiana. Certain legal matters pertaining to Tulane will be passed upon by the office of its General Counsel and McGuireWoods LLP, New York, New York, its Special Counsel. The Yuba Group LLC is serving as Municipal Advisor to the University in connection with the issuance of the Bonds. It is expected that the Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about November 29, 2017, against payment therefor. GOLDMAN SACHS & CO. LLC RAYMOND JAMES The date of this Official Statement is _______________ ___, 2017. This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold, nor may offers to buy be accepted, prior to the time the Official Statement is delivered in final form. form. final in prior accepted, be buy delivered is Statement Official time the the to to offers may nor sold, be not securities These may PreliminaryThis amendment. or completion to are subject herein contained information the and Official Statement prior to would be unlawful solicitation or sale sale of these securities jurisdiction nor shall there be any in any in which such offer, buy, to Under no circumstances shall this Preliminary to sell or the solicitation of an offer Official Statement constitute an offer for purposes of Rule 15c2-12 the Securities Authority and Exchange Commission. and the University this Preliminary As of its date, by the Official Statement has been deemed final of such jurisdiction. or qualification under the securitiesregistration laws * Preliminary, subject to change. MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES OR YIELDS AND CUSIPS* $50,780,000* LOUISIANA PUBLIC FACILITIES AUTHORITY Revenue and Refunding Bonds (Tulane University of Louisiana Project) Series 2017A $29,760,000* Serial Bonds Due Principal Interest Price or (December 15) Amount* Rate Yield CUSIP† 2018 $625,000 % % 2019 650,000 2020 1,915,000 2021 2,000,000 2022 2,105,000 2023 2,220,000 2024 2,330,000 2025 2,450,000 2026 2,575,000 2027 2,700,000 2028 1,840,000 2029 1,930,000 2030 2,035,000 2031 2,135,000 2032 2,250,000 $21,020,000* ____% Term Bond due December 15, 20__; Yield ____%; CUSIP† __________ $35,980,000* LOUISIANA PUBLIC FACILITIES AUTHORITY Taxable Revenue Bonds (Tulane University of Louisiana Project) Series 2017B Due Principal Interest Price or (December 15) Amount* Rate Yield CUSIP† 2018 $3,190,000 % % 2019 3,110,000 2020 3,580,000 2021 3,800,000 2022 4,025,000 2023 4,000,000 2024 3,985,000 2025 2,820,000 2026 4,160,000 2027 3,310,000 * Preliminary, subject to change. † CUSIP® is a registered trademark of the American Bankers Association ("ABA"). CUSIP data herein is provided by CUSIP Global Services, which is operated on behalf of the ABA by S&P Global Market Intelligence, a division of McGraw Hill Financial. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service. CUSIP data herein is provided for convenience of reference only. None of the Authority, the University, the Municipal Advisor, the Underwriters or their agents takes any responsibility for the accuracy of such data now or at any time in the future.