MIAMI-DADE COUNTY EDUCATIONAL FACILITIES AUTHORITY $235,000,000* Revenuebonds,Series2018a(Universityofmiamiissue) Wells Fargosecurities
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PRELIMINARY OFFICIAL STATEMENT DATED MARCH 8, 2018 NEW ISSUE Moody’s: A3 (Book-Entry Only) S&P: A- (See “RATINGS” herein) In the opinion of Bryant Miller Olive P.A. and Llorente & Heckler, P.A., Co-Bond Counsel, assuming continuing compliance by the Authority and the University with certain covenants, under existing statutes, regulations and judicial decisions, the interest on the Series 2018A Bonds is excluded from gross income for federal income tax purposes of the holders thereof and is not an item of tax preference for purposes of the federal alternative minimum tax. However, interest on the Series 2018A Bonds shall be taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax on corporations for taxable years that began prior to January 1, 2018. The alternative minimum tax on corporations was repealed for taxable years beginning on and after January 1, 2018. INTEREST ON THE SERIES 2018B BONDS WILL NOT BE EXCLUDED FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES. See “TAX MATTERS” herein for a description of certain other tax consequences to holders of the Series 2018 Bonds. $250,000,000* MIAMI-DADE COUNTY EDUCATIONAL FACILITIES AUTHORITY $235,000,000* Revenue Bonds, Series 2018A (University of Miami Issue) $15,000,000* Revenue Bonds, Series 2018B (University of Miami Issue) (Taxable) Dated: Date of Delivery Due: April 1, as shown on the inside cover page This cover page contains certain information for quick reference only. It is not a summary of this Issue. Investors must read the entire Official Statement for information essential to the making of an informed investment decision. Each series of the Series 2018 Bonds will be issued as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Series 2018 Bonds. Individual purchases of the Series 2018 Bonds will be made in book-entry form only in denominations of $5,000 and integral multiples thereof. Purchasers will not receive physical delivery of certificates representing their ownership interest in the Series 2018 Bonds purchased. So long as DTC or its nominee is the registered owner of the Series 2018 Bonds, payments of the principal and interest due on each series of Series 2018 Bonds will be made directly to DTC. Interest on the Series 2018 Bonds is payable semi-annually on April 1 and October 1 of each year, commencing October 1, 2018. Regions Bank, Jacksonville, Florida, is Trustee, Paying Agent and Registrar for the Series 2018 Bonds. The proceeds from the sale of the Series 2018A Bonds will be applied to (i) finance or refinance, including through reimbursement, the acquisition, construction and equipping of certain educational, research, medical, healthcare, athletic, housing, parking and other facilities owned by the University of Miami (the “University”), (ii) pay capitalized interest on the Series 2018A Bonds, and (iii) pay costs of issuance of the Series 2018A Bonds. The proceeds from the sale of the Series 2018B Bonds will be applied to (i) pay working capital related to certain educational, research, medical, healthcare, athletic, housing, parking and other facilities owned by the University and (ii) pay costs of issuance of the Series 2018B Bonds. The Series 2018 Bonds are limited obligations of the Authority, payable solely from the Loan Payments (as defined herein) made pursuant to a Loan Agreement which is a general obligation of the NEITHER THE AUTHORITY, NOR MIAMI-DADE COUNTY, FLORIDA, NOR THE STATE OF FLORIDA, NOR ANY POLITICAL SUBDIVISION THEREOF, SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2018 BONDS, EXCEPT FROM THE REVENUES DERIVED BY THE AUTHORITY FROM THE UNIVERSITY UNDER THE LOAN AGREEMENT. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF MIAMI-DADE COUNTY, FLORIDA, THE STATE OF FLORIDA, OR OF ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, AND INTEREST ON THE SERIES 2018 BONDS. THE AUTHORITY HAS NO TAXING POWER. The Series 2018 Bonds are subject to redemption prior to maturity as more fully described herein. The Series 2018 Bonds are being offered for delivery when, as and if issued and received by the Underwriters and subject to the approval of legality by Bryant Miller Olive P.A. and Llorente & Heckler, P.A., Co-Bond Counsel. Certain legal matters will be passed upon for the University by the Office of the General Counsel of the University and by Squire Patton Boggs (US) LLP, for the Authority by the Office of the Miami-Dade County Attorney and for the Underwriters by their counsel, Orrick, Herrington & Sutcliffe LLP, New York, New York. The Series 2018 Bonds are expected to be delivered through DTC in New York, New York, on or about March 27, 2018. See “THE SERIES 2018 BONDS – Book-Entry Only System” and “APPENDIX G – BOOK-ENTRY SYSTEM FOR THE SERIES 2018 BONDS.” Joint Book-Running Managers Morgan Stanley Barclays Mizuho Securities BofA Merrill Lynch US Bancorp Co-Managers Wells Fargo Securities Ramirez & Co., Inc. Dated: ________, 2018 This Preliminary Official Statement and the information contained herein are subject to change, completion and amendment without notice. The securities may not be sold nor may offers to buy be accepted prior to the time Official to offers not be sold nor may The securities may This Preliminary completion and amendment without notice. contained herein are subject to change, Official Statement and the information Securitiesany jurisdiction in in which any sale of the Offered nor shall there be buy, to Under no circumstances shall this Preliminary to sell or the solicitation of an offer Official Statement constitute an offer form. in final Statement is delivered prior of such jurisdiction. or qualification under the securities to registration be unlawful laws solicitation or sale would such offer, * Preliminary, subject to change. MATURITIES, AMOUNTS, INTEREST RATES AND YIELDS $________ SERIES 2018A BONDS Maturity Principal Interest Price or CUSIP April 1 Amount Rate Yield Number† $________ __% Term Bond due ____ Price or Yield: ____% CUSIP Number† $________ __% Term Bond due ____ Price or Yield: ____% CUSIP Number† SERIES 2018B BONDS (TAXABLE) $________ __% Term Bond due ____ Price or Yield: ____% CUSIP Number† † CUSIP numbers have been assigned by an independent company not affiliated with the Authority or the University and are included solely for the convenience of the owners of the Series 2018 Bonds. Neither the Authority nor the University is responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Series 2018 Bonds or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2018 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 2018 Bonds. No dealer, broker, account executive or other person has been authorized by the Authority, the University or the Underwriters to give any information or to make any representations other than those contained in this Official Statement in connection with the offering of the Series 2018 Bonds and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. 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 2018 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The Underwriters have provided the following sentence for inclusion in the Official Statement. The Underwriters have reviewed the information in the Official Statement in accordance with and as part of, its responsibilities to investors under 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. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the University since the date hereof. IN CONNECTION WITH THIS OFFERING THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES OF BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET, AND SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. If and when included in this Official Statement, the words “expects,” “forecasts,” “projects,” “intends,” “anticipates,” “estimates” and analogous expressions are intended to identify forward-looking statements and any such statements inherently are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, among others, general economic and business conditions, changes in political, social and economic conditions, regulatory initiatives, competition and compliance with governmental regulations, litigation and various other events, conditions and circumstances, many of which are beyond the control of the Authority and the University. These forward-looking statements speak only as of the date of this Official Statement. The Authority and the University disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the Authority’s or the University’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.