309455000* Massachusetts Health and Educational
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PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER 26, 2009 NEW - Book-Entry Only RATINGS: Baa2/BBB (See “DESCRIPTION OF RATINGS” herein) In the opinion of Nixon Peabody LLP, Bond Counsel to the Institution, under existing law and assuming compliance with the tax covenants described herein, and the accuracy of certain representations and certifications made by the Authority and the Institution as described herein, interest on the Series A 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”). Bond Counsel is also of the opinion that interest on the Series A Bonds is not treated as a preference item in calculating the alternative minimum tax imposed under the Code with respect to individuals and corporations. Interest on the Series B Bonds is includable in gross income for federal income tax purposes. Bond Counsel is further of the opinion that, under existing law, interest on the Bonds and any profit on the sale thereof are exempt from Massachusetts personal income taxes and Massachusetts personal property taxes. See “TAX MATTERS” herein. $309,455,000* MASSACHUSETTS HEALTH AND EDUCATIONAL FACILITIES AUTHORITY $287,830,000* Revenue Refunding Bonds, Suffolk University Issue, Series A (2009) $21,625,000* Revenue Refunding Bonds, Suffolk University Issue, Series B (2009) (Federally Taxable) Dated: Date of Delivery Due: See inside cover The $309,455,000* aggregate principal amount of Massachusetts Health and Educational Facilities Authority Revenue Refunding Bonds, Suffolk University Issue, Series 2009 (the “Bonds”), consisting of $287,830,000* Massachusetts Health and Educational Facilities Authority Revenue Refunding Bonds, Suffolk University Issue, Series A (2009) and any bond or bonds duly issued in exchange or replacement therefor (the “Series A Bonds”) and $21,625,000* Massachusetts Health and Educational Facilities Authority Revenue Refunding Bonds, Suffolk University Issue, Series B (2009) (Federally Taxable) and any bond or bonds duly issued in exchange or replacement therefor (the “Series B Bonds”) will be issued only as fully-registered bonds without coupons and will be registered in the name of Cede & Co., as Bondowner and nominee of The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for the Bonds. The Bonds will be issued in the minimum denomination of $5,000 and integral multiples thereof. Purchasers will not receive certificates representing their interests in the Bonds purchased. So long as Cede & Co. is the Bondowner, as nominee of DTC, references herein to the Bondowners or registered owners shall mean Cede & Co., as aforesaid, and shall not mean the beneficial owners of the Bonds. See “THE BONDS - Book-Entry Only System” herein. The principal and redemption price of and interest on the Bonds will be paid by People’s United Bank, as trustee and paying agent (the “Trustee”). So long as DTC or its nominee, Cede & Co., is the Bondowner, such payments will be made directly to such Bondowner, as more fully described herein. The Bonds will bear interest at the rates and mature on the dates set forth on the inside cover hereof. Interest on the Bonds will be payable on January 1 and July 1, commencing on January 1, 2010. The Bonds are subject to redemption prior to maturity, including optional redemption, mandatory sinking fund redemption and special redemption in certain circumstances, as set forth in this Official Statement. The Bonds shall be special obligations of the Massachusetts Health and Educational Facilities Authority (the “Authority”) payable solely from the Revenues, as defined herein, of the Authority, including payments to the Trustee for the account of the Authority by Suffolk University (the “Institution”) in accordance with the provisions of the Agreement (as defined herein). The payments pursuant to the Agreement are general obligations of the Institution. THE BONDS SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OR LIABILITY OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY POLITICAL SUBDIVISION THEREOF, OR A PLEDGE OF THE FAITH AND CREDIT OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY SUCH POLITICAL SUBDIVISION THEREOF, BUT SHALL BE PAYABLE SOLELY FROM THE REVENUES PROVIDED UNDER THE AGREEMENT. NEITHER THE COMMONWEALTH OF MASSACHUSETTS NOR THE AUTHORITY SHALL BE OBLIGATED TO PAY THE BONDS OR THE INTEREST THEREON EXCEPT FROM SUCH REVENUES. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THE BONDS. THE ACT DOES NOT IN ANY WAY CREATE A SO-CALLED MORAL OBLIGATION OF THE COMMONWEALTH OF MASSACHUSETTS TO PAY DEBT SERVICE IN THE EVENT OF DEFAULT BY THE INSTITUTION. THE AUTHORITY DOES NOT HAVE ANY TAXING POWER. The Bonds are offered when, as and if issued and received by the Underwriter, subject to prior sale, to withdrawal or modification of the offer without notice, and to the approval of their legality and certain other matters by Nixon Peabody LLP, Boston, Massachusetts, Bond Counsel to the Institution, Nixon Peabody LLP will also pass upon certain legal matters for the Institution. Certain legal matters will be passed upon for the Underwriter by its counsel, Greenberg Traurig, LLP, Boston, Massachusetts. It is expected that the Bonds in definitive form will be available for delivery to DTC in New York, New York or its custodial agent on or about _____________, 2009. Morgan Stanley George K. Baum and Company * Preliminary, subject to change. date the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction any in securities of these sale any be there shall nor buy, This Preliminary TheOfficialbuy securities be Statement toaccepted and prior the informationdescribed contained not offers to herein be to aresold hereinthe subjectnor may tomay completion, amendment or other change without notice. offer an of solicitation or the to sell offer an constitute Statement Official Preliminary this shall circumstances no Under form. final in delivered is Statement Official the date such jurisdiction. prior of any or qualification under the securities to registration be unlawful laws solicitation or sale would in which such offer, $287,830,000* Massachusetts Health and Educational Facilities Authority Revenue Refunding Bonds Suffolk University Issue, Series A (2009) Maturities, Amounts, Rates, Prices or Yields and CUSIPS Maturity Interest Price or (July 1) Amount Rate Yield CUSIP** $_________ ____% Term Bonds Due July 1, ___, Yield ____% $_________ ____% Term Bonds Due July 1, ___, Yield ____% $21,625,000* Massachusetts Health and Educational Facilities Authority Revenue Refunding Bonds Suffolk University Issue, Series B (2009) (Federally Taxable) Maturities, Amounts, Rates, Prices or Yields and CUSIPS Maturity Interest Price or (July 1) Amount Rate Yield CUSIP** * Preliminary, subject to change. ** The CUSIP numbers have been assigned by an independent company not affiliated with the Authority or the Institution and are included solely for the convenience of the holders of the Bonds. None of the Authority, the Institution, the Underwriter or the Trustee is responsible for the selection or uses of the CUSIP numbers, and no representation is made as to their correctness on the Bonds or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the 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 Bonds. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. No dealer, broker, salesperson or other person has been authorized by the Authority, the Institution or the Underwriter to give information or to make representations with respect to the Bonds, other than those contained in this Official Statement, 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 by any person to sell or the solicitation by any person of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. Certain information contained herein has been obtained from the Institution, The Depository Trust Company and other sources which are believed to be reliable, but is not guaranteed as to accuracy or completeness, and is not to be construed as a representation of the Authority or the Underwriter. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does 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 parties referred to above since the date hereof. Notwithstanding the foregoing paragraph, the Institution has agreed to enter into a Continuing Disclosure Agreement pursuant to which the Institution will provide certain continuing disclosure as required by law.