Rochester Institute of Technology Revenue Bonds, Series 2012
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NEW ISSUE Moody’s: A1 (See “Ratings” herein) $146,030,000 DORMITORY AUTHORITY OF THE STATE OF NEW YORK ROCHESTER INSTITUTE OF TECHNOLOGY REVENUE BONDS, SERIES 2012 ® Dated: Date of Delivery Due: July 1, as shown below Payment and Security: The Series 2012 Bonds (the “Series 2012 Bonds”) are special obligations of the Dormitory Authority of the State of New York (“DASNY”) 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 November 13, 2012, between Rochester Institute of Technology (the “Institution”) and DASNY, and (ii) all funds and accounts (except the Arbitrage Rebate Fund) established under DASNY’s Rochester Institute of Technology Revenue Bond Resolution, adopted September 22, 2010 (the “Resolution”) and the Series Resolution, adopted on November 13, 2012, authorizing such Series (the “Series 2012 Resolution” and, together with the Resolution, the “Resolutions”). The Loan Agreement is a general obligation of the Institution and requires the Institution to pay, in addition to the fees and expenses of DASNY and the Trustee, amounts sufficient to pay, when due, the principal, Sinking Fund Installments, if any, and Redemption Price of and interest on the Series 2012 Bonds. The obligations of the Institution under the Loan Agreement to make such payments are secured by a pledge of tuition and fee revenue of the Institution in an amount equal to maximum annual debt service on the Series 2012 Bonds. Such pledge is subordinate to the Prior Pledges. 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. DASNY has no taxing power. Description: The Series 2012 Bonds will be issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof. Interest (due July 1, 2013 and each January 1 and July 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 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 Series 2012 Bonds, by wire transfer to the holders of such Series 2012 Bonds as more fully described herein. 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 redemption or purchase prior to maturity as more fully described herein. Tax Exemption: In the opinion of each of Squire Sanders (US) LLP and D. Seaton and Associates, Co-Bond Counsel, under existing law, (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the Series 2012 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 and (ii) interest on the Series 2012 Bonds is exempt from personal income taxes imposed by the State of New York and political subdivisions thereof, including The City of New York and the City of Yonkers. Interest on the Series 2012 Bonds may be subject to certain federal taxes imposed only on certain corporations, including the corporate alternative minimum tax on a portion of that interest. For a more complete discussion of the tax aspects, see “PART 11 - TAX MATTERS” herein. $120,480,000 Serial Bonds Due Principal Interest CUSIP Due Principal Interest CUSIP July 1 Amount Rate Yield Number** July 1 Amount Rate Yield Number** 2014 $ 490,000 3.00% 0.44% 649907GQ9 2025 $ 8,630,000 5.00% 2.18%* 649907HB1 2015 500,000 3.00 0.61 649907GR7 2026 9,160,000 4.00 2.47* 649907HC9 2016 520,000 4.00 0.77 649907GS5 2027 9,520,000 4.00 2.53* 649907HD7 2017 1,060,000 4.00 0.92 649907GT3 2028 9,895,000 4.00 2.57* 649907HE5 2018 1,090,000 4.00 1.03 649907GU0 2029 10,290,000 4.00 2.63* 649907HF2 2019 1,140,000 4.00 1.17 649907GV8 2030 10,670,000 4.00 2.69* 649907HG0 2020 1,675,000 5.00 1.39 649907GW6 2031 11,085,000 4.00 2.75* 649907HH8 2021 1,725,000 5.00 1.65 649907GX4 2032 11,520,000 4.00 2.81* 649907HJ4 2022 1,780,000 4.00 1.90 649907GY2 2033 11,125,000 4.00 2.88* 649907HK1 2023 7,835,000 5.00 2.00* 649907GZ9 2034 2,545,000 5.00 2.75* 649907HN5 2024 8,225,000 5.00 2.10* 649907HA3 $11,525,000 5.00% Term Bonds Due July 1, 2038, Yield 2.86%* CUSIP Number 649907HL9** $14,025,000 5.00% Term Bonds Due July 1, 2042, Yield 2.94%* CUSIP Number 649907HM7** The Series 2012 Bonds are offered when, as, and if issued and received by the Underwriters. 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 Squire Sanders (US) LLP, New York, New York, and D. Seaton and Associates, New York, New York, Co-Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the Institution by its counsel, Nixon Peabody LLP, Rochester, New York. Certain legal matters will be passed upon for the Underwriters by their counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., New York, New York. DASNY expects to deliver the Series 2012 Bonds in definitive form in New York, New York, on or about December 12, 2012. RBC Capital Markets M&T Securities Ramirez & Co., Inc. Roosevelt & Cross, Incorporated November 21, 2012 * Priced at stated yield to the July 1, 2022 optional redemption date. ** CUSIP numbers have been assigned by an independent company not affiliated with DASNY and are included solely for the convenience of the holders of the Series 2012 Bonds. Neither DASNY nor the Underwriters 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. No dealer, broker, salesperson or other person has been authorized by DASNY, the Institution or the Underwriters to give any information or to make any representations with respect to the Series 2012 Bonds, other than the information and representations contained in this Official Statement. If given or made, any such information or representations must not be relied upon as having been authorized by DASNY, the Institution or the Underwriters. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be a sale of the Series 2012 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. Certain information in this Official Statement has been supplied by the Institution and other sources that DASNY believes are reliable. Neither DASNY nor the Underwriters guarantees the accuracy or completeness of such information and such information is not to be construed as a representation of DASNY or the Underwriters. The Institution has reviewed the parts of this Official Statement describing the Institution, the Principal and Interest Requirements, the financial covenants, the 2012 Project, the Refunding Plan, the Estimated Sources and Uses of Funds and Appendix B. As a condition to delivery of the Series 2012 Bonds, the Institution will certify that as of the date of this Official Statement and of delivery of the Series 2012 Bonds, that such parts do not contain any untrue statements of a material fact and do not omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which the statements are made, not misleading.