MEMORIAL SLOAN KETTERING CANCER CENTER REVENUE BONDS, 2017 SERIES 1 Dated: Date of Delivery Due: July 1, As Shown on Inside Cover
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NEW ISSUE Ratings: See “Ratings” herein. $294,420,000 DORMITORY AUTHORITY OF THE STATE OF NEW YORK ® MEMORIAL SLOAN KETTERING CANCER CENTER REVENUE BONDS, 2017 SERIES 1 Dated: Date of Delivery Due: July 1, as shown on inside cover Payment and Security: The Memorial Sloan Kettering Cancer Center Revenue Bonds, 2017 Series 1 (the “2017 Series 1 Bonds”) are special obligations of the Dormitory Authority of the State of New York (“DASNY”) payable from and secured by a pledge of (i) certain payments to be made under the Loan Agreement (the “Loan Agreement”), dated as of February 26, 2003, between Memorial Sloan Kettering Cancer Center (the “Center”) and DASNY and Guaranties (the “Guaranties”), dated as of February 26, 2003, from the Sloan Kettering Institute for Cancer Research and S.K.I. Realty, Inc. to DASNY (the “Revenues”) and (ii) all funds and accounts (excluding 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 Memorial Sloan Kettering Cancer Center Revenue Bond Resolution adopted February 26, 2003 (the “2003 Resolution”) and the 2017 Series 1 Resolution, adopted November 29, 2017 (the “Series Resolution” and together with the 2003 Resolution, the “Resolution”). The Loan Agreement is a general, unsecured obligation of the Center and requires the Center to pay, in addition to the fees and expenses of DASNY and the Trustee, amounts sufficient to pay the principal and Redemption Price of and interest on all Bonds issued under the Resolution, including the 2017 Series 1 Bonds, as such payments become due. The 2017 Series 1 Bonds are not a debt of the State of New York (the “State”), nor is the State liable thereon. DASNY has no taxing power. Description: The 2017 Series 1 Bonds will be issued as fully registered bonds in denominations of $5,000 and any integral multiple thereof. Interest (due July 1, 2018 and each January 1 and July 1 thereafter) will be payable by check or draft mailed to the registered owners of the 2017 Series 1 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 2017 Series 1 Bonds, by wire transfer to the holder of such 2017 Series 1 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 2017 Series 1 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 (as defined herein) or, with respect to Redemption Price, at the option of a holder of at least $1,000,000 in principal amount of 2017 Series 1 Bonds, by wire transfer to the holders of such 2017 Series 1 Bonds as more fully described herein. The 2017 Series 1 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 2017 Series 1 Bonds will be made in Book-Entry form (without certificates). So long as DTC or its nominee is the registered owner of the 2017 Series 1 Bonds, payments of the principal and Redemption Price of and interest on such 2017 Series 1 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 2017 Series 1 BONDS - Book-Entry Only System” herein. Tender for Purchase and Redemption: The 2017 Series 1 Bonds are subject to redemption, tender or purchase 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 made by DASNY and the Center described herein, interest on the 2017 Series 1 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”). Co-Bond Counsel 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 with respect to individuals and corporations. As further described under “PART 11 - TAX MATTERS” herein, legislation is pending in Congress that would significantly change individual and corporate income tax rates and repeal the alternative minimum tax for tax years after 2017. Bond Counsel is further of the opinion that interest on the 2017 Series 1 Bonds is exempt from personal income taxation imposed by the State of New York or any political subdivision thereof. See “PART 11 - TAX MATTERS” herein. MATURITY SCHEDULE – See Inside Cover Page The 2017 Series 1 Bonds are offered when, as and if issued and received by the Underwriters. The offer of the 2017 Series 1 Bonds may be subject to prior sale, or may be withdrawn or modified at any time without notice. The offer is subject to the approval of legality by DASNY’s Co-Bond Counsel, Nixon Peabody LLP, New York, New York, and Drohan Lee LLP, and to certain other conditions. Certain legal matters will be passed upon for the Underwriters by their counsel, Katten Muchin Rosenman LLP, New York, New York; and for the Center and its related corporations by its counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York. DASNY expects to deliver the 2017 Series 1 Bonds in definitive form in New York, New York, on or about December 20, 2017. Goldman Sachs & Co. LLC J.P. Morgan BofA Merrill Lynch Morgan Stanley December 13, 2017 PRINCIPAL AMOUNTS, INTEREST RATES AND YIELDS OR PRICES $294,420,000 2017 Series 1 Bonds Maturity Principal Interest July 1 Amount Rate Yield CUSIP† 2018 $4,000,000 5.000% 1.170% 64990C4E8 2019 2,395,000 5.000 1.460 64990C4F5 2020 2,515,000 5.000 1.580 64990C4G3 2021 2,640,000 5.000 1.680 64990C4H1 2022 2,770,000 5.000 1.810 64990C4J7 2023 7,635,000 5.000 1.960 64990C4K4 2024 8,015,000 5.000 2.050 64990C4L2 2025 8,415,000 5.000 2.140 64990C4M0 2026 8,835,000 5.000 2.220 64990C4N8 2027 55,810,000 5.000 2.320 64990C4P3 2028 6,025,000 5.000 2.460* 64990C4Q1 2029 6,330,000 5.000 2.540* 64990C4R9 2030 6,645,000 5.000 2.610* 64990C4S7 2031 6,980,000 5.000 2.670* 64990C4T5 2032 7,325,000 5.000 2.720* 64990C4U2 2033 7,695,000 4.000 3.120* 64990C4V0 2034 8,000,000 4.000 3.160* 64990C4W8 2035 8,320,000 4.000 3.200* 64990C4X6 2036 8,655,000 4.000 3.230* 64990C4Y4 2037 9,000,000 4.000 3.260* 64990C4Z1 $51,715,000 5.00% Term Bonds Due July 1, 2042, Yield 2.970%* CUSIP: 64990C5A5† $64,700,000 4.000% Term Bonds Due July 1, 2047, Yield 3.420%* CUSIP: 64990C5B3† * Priced at the stated yield to the July 1, 2027 optional redemption date at a Redemption Price equal to 100% of the principal amount of the 2017 Series 1 Bonds or portions thereof to be redeemed, plus accrued interest, if any, to the redemption date. † The CUSIP number has been assigned by an independent company not affiliated with DASNY and is included solely for the convenience of the owners of the 2017 Series 1 Bonds. DASNY is not responsible for the selection or uses of the CUSIP number, and no representation is made as to its correctness on the 2017 Series 1 Bonds or as indicated above. The CUSIP number is subject to being changed after the issuance of the 2017 Series 1 Bonds as a result of various subsequent actions including, but not limited to, a refunding of a portion of the 2017 Series 1 Bonds. No dealer, broker, salesperson or other person has been authorized by DASNY, MSKCC (defined herein) or the Underwriters to give any information or to make any representations with respect to the 2017 Series 1 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, MSKCC 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 2017 Series 1 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 Center and other sources that DASNY believes are reliable. DASNY does not guarantee the accuracy or completeness of such information and such information is not to be construed as a representation of DASNY. 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, its responsibility 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. The Center reviewed the parts of this Official Statement describing MSKCC, the Plan of Finance and Appendices B-1 and B-2.