Columbia University Revenue Bonds, Series 2020A
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Moody’s: Aaa Standard & Poor’s: AAA NEW ISSUE – BOOK-ENTRY ONLY (See “Ratings” herein) $150,000,000 DORMITORY AUTHORITY OF THE STATE OF NEW YORK COLUMBIA UNIVERSITY REVENUE BONDS, SERIES 2020A ® Dated: Date of Delivery Due: October 1, as shown on the inside cover Payment and Security: The Columbia University Revenue Bonds, Series 2020A (the “Series 2020A 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 Amended and Restated Loan Agreement, dated as of September 1, 2011, as amended and supplemented (collectively, the “Loan Agreement”), between The Trustees of Columbia University in the City of New York (the “University”) and DASNY, and (ii) all funds and accounts (except the Arbitrage Rebate Fund and any fund established for the payment of the purchase price of Option Bonds tendered for purchase) established under DASNY’s Columbia University Revenue Bond Resolution, adopted September 27, 2000, as supplemented and amended (the “Resolution”) and the Series 2020A Resolution Authorizing the Issuance of a Series of Columbia University Revenue Bonds, adopted February 5, 2020 (the “Series 2020A Resolution”), and the Bond Series Certificate executed by DASNY in connection with the sale and issuance of the Series 2020A Bonds (the “Series 2020A Bond Series Certificate”). The Loan Agreement is a general, unsecured obligation of the University and requires the University 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, purchase price and Redemption Price of and interest on all Bonds issued under the Resolution, including the Series 2020A Bonds. All purchasers of the Series 2020A Bonds will be bound by the consent of the Representative (as defined herein) of the Underwriters to the Proposed Loan Agreement Amendments described herein, and by their purchase of the Series 2020A Bonds and acceptance of the delivery thereof, will be deemed to have consented to the Proposed Loan Agreement Amendments. See “PART 2 – SOURCE OF PAYMENT AND SECURITY FOR THE SERIES 2020A BONDS – Proposed Amendments to the Loan Agreement. The Series 2020A Bonds will not be a debt of the State of New York (the “State”) nor will the State be liable thereon. DASNY has no taxing power. Description: The Series 2020A Bonds will be issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof. Interest (due October 1, 2020 and each April 1 and October 1 thereafter) will be payable by check or draft mailed to the registered owners of the Series 2020A 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 2020A Bonds, by wire transfer to the holder of such Series 2020A 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 2020A Bonds will be payable at the principal corporate trust office of Manufacturers and Traders Trust Company, Buffalo, New York, the Trustee and Paying Agent (the “Trustee”) or, with respect to Redemption Price, at the option of a holder of at least $1,000,000 in principal amount of Series 2020A Bonds, by wire transfer to the holders of such Series 2020A Bonds as more fully described herein. The Series 2020A 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 2020A Bonds will be made in book-entry form (without certificates). So long as DTC or its nominee is the registered owner of the Series 2020A Bonds, payments of the principal, purchase price and Redemption Price of and interest on the Series 2020A Bonds will be made directly to DTC or its nominee. Disbursement of such payments to DTC participants is the responsibility of DTC and disbursement to beneficial owners is the responsibility of DTC participants. See “PART 3 - THE SERIES 2020A BONDS - Book-Entry Only System” herein. Redemption and Purchase: The Series 2020A Bonds are subject to redemption and purchase in lieu of optional redemption prior to maturity as more fully described herein. Tax Exemption: In the opinion of Nixon Peabody LLP, Co-Bond Counsel, under existing law and assuming compliance with the tax covenants described herein, and the accuracy of certain representations and certifications described herein, interest on the Series 2020A 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”). Nixon Peabody LLP is also of the opinion that such interest is not treated as a preference item in calculating the alternative minimum tax imposed under the Code. Nixon Peabody LLP and Drohan Lee LLP, as Co-Bond Counsel, are further of the opinion that interest on the Series 2020A Bonds is exempt from personal income taxation imposed by the State of New York or any political subdivisions thereof. See “PART 10 - TAX MATTERS” herein regarding certain other tax considerations. The Series 2020A Bonds are offered when, as, and if issued and received by the Underwriters. The offer of the Series 2020A 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 Nixon Peabody LLP, New York, New York, and Drohan Lee LLP, New York, New York, Co-Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the University by its General Counsel and by Hawkins Delafield & Wood LLP, New York, New York. Certain legal matters will be passed upon for the Underwriters by their counsel, Katten Muchin Rosenman LLP, New York, New York. DASNY expects to deliver the Series 2020A Bonds in definitive form in New York, New York, on or about March 19, 2020. Goldman Sachs & Co. LLC BofA Securities Drexel Hamilton, LLC J.P. Morgan March 4, 2020 $150,000,000 DORMITORY AUTHORITY OF THE STATE OF NEW YORK COLUMBIA UNIVERSITY REVENUE BONDS, SERIES 2020A $150,000,000 5.000% Term Bond Due October 1, 2050, Price 164.807% Yield 2.110% CUSIP Number1 64990GA85 ________________________ 1 CUSIP data herein are provided by CUSIP Global Services, which is managed on behalf of American Bankers Association by Standard & Poor’s Capital IQ, a division of McGraw Hill Financial, Inc. 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 2020A Bonds. DASNY is not responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Series 2020A Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the Series 2020A Bonds. US_143634451v1 No dealer, broker, salesperson or other person has been authorized by DASNY, the University or the Underwriters to give any information or to make any representations with respect to the Series 2020A 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 University or the Underwriters. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor may there be a sale of the Series 2020A Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein relating to DASNY under the heading "DASNY" has been obtained from DASNY. All other information herein has been obtained by the Underwriters from the University and other sources deemed to be reliable by the Underwriters, and is not to be construed as a representation by DASNY or the Underwriters. In addition, DASNY does not warrant the accuracy of the statements contained herein relating to the University nor does it directly guarantee, endorse or warrant (1) the creditworthiness or credit standing of the University, (2) the sufficiency of security for the Series 2020A Bonds or (3) the value or investment quality of the Series 2020A Bonds. The University has reviewed the parts of this Official Statement describing the University, the 2020A Project, the Estimated Sources and Uses of Funds and “APPENDIX B - FINANCIAL STATEMENTS OF COLUMBIA UNIVERSITY AND REPORT OF INDEPENDENT AUDITORS”. It is a condition to the sale of and the delivery of the Series 2020A Bonds that the University certify to the Underwriters and DASNY that, as of the date of this Official Statement and of delivery of the Series 2020A Bonds, 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. The University makes no representation as to the accuracy or completeness of any other information included in this Official Statement. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information.