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Swarthmore College Revenue Bonds, Series of 2015

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Swarthmore College Revenue Bonds, Series of 2015 OFFICIAL STATEMENT DATED JULY 14, 2015 NEW ISSUE — BOOK-ENTRY ONLY Ratings: Moody’s: “Aaa” S&P: “AAA” (See “RATINGS” herein) In the opinion of Bond Counsel, interest on the 2015 Bonds is not includable in gross income for purposes of federal income taxation under existing statutes, regulations, rulings and court decisions, subject to the condition described in “TAX MATTERS” herein, and interest on the 2015 Bonds is not treated as an item of tax preference under Section 57 of the Internal Revenue Code of 1986, as amended (the “Code”) for purposes of the individual and corporate alternative minimum taxes. However, under the Code, such interest may be subject to certain other taxes affecting corporate holders of the 2015 Bonds. Under the laws of the Commonwealth of Pennsylvania, the 2015 Bonds are exempt from personal property taxes in Pennsylvania, and interest on the 2015 Bonds is exempt from Pennsylvania personal income tax and the Pennsylvania corporate net income tax. For a more complete discussion, see “TAX MATTERS” herein. $54,940,000 SWARTHMORE BOROUGH AUTHORITY Swarthmore College Revenue Bonds, Series of 2015 Dated: Date of Delivery Due: September 15, as shown on inside front cover The $54,940,000 Swarthmore College Revenue Bonds, Series of 2015 (the “2015 Bonds”) of the Swarthmore Borough Authority (the “Authority”) are being issued in fully registered form and, when issued, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company (“DTC”), New York, New York. Purchases of the 2015 Bonds will be made in book-entry form only and purchasers will not receive certificates representing their beneficial ownership interests in the 2015 Bonds. Registered owners means Cede & Co., and not the beneficial owners of the 2015 Bonds. The payment of the principal of and premium, if any, and interest on the 2015 Bonds will be made by The Bank of New York Mellon Trust Company, N.A., Philadelphia, Pennsylvania, as trustee (the “Trustee”), directly to Cede & Co. (as nominee for DTC) as registered owner of the 2015 Bonds, to be subsequently disbursed to DTC Participants and thereafter to beneficial owners of the 2015 Bonds, all as described herein. See “THE 2015 BONDS – Book-Entry Only System.” Interest on the 2015 Bonds is payable on each March 15 and September 15, commencing March 15, 2016. The 2015 Bonds are subject to redemption prior to maturity as set forth herein. See “THE 2015 BONDS – Redemption.” The 2015 Bonds are being issued pursuant to the Pennsylvania Municipality Authorities Act and a Trust Indenture dated as of July 1, 2015 (the “Indenture”), between the Authority and the Trustee. The 2015 Bonds are limited obligations of the Authority payable solely from payments to be made by Swarthmore College under a Loan and Security Agreement dated as of July 1, 2015 (the “Loan Agreement”), between the Authority and Swarthmore College (the “College”) and certain moneys held by the Trustee under the Indenture. See “SOURCES OF PAYMENT AND SECURITY FOR THE 2015 BONDS.” The proceeds from the sale of the 2015 Bonds will be used to provide funds to finance certain costs of a project (the “2015 Project”) consisting generally of: the payment of, or reimbursement to the College for (1) the design, purchase, construction, renovation and equipping of new facilities, including, a new science center, dining facilities, a dormitory, the renovation of Clothier Memorial Hall, a parking lot and pedestrian crossing on Chester Road, various office migrations and swing space needs, utility upgrades, sustainability improvements and the regular ongoing renovation, refurbishment and renewal of existing College facilities, together with all planning, consulting, architectural, engineering and site work related thereto; and (2) payment of costs of issuance of the 2015 Bonds. The 2015 Bonds are limited obligations of the Authority, payable solely from Revenues pledged to the Authority by the College and other amounts maintained under the Indenture that comprise the Trust Estate. Neither the general credit of the Authority, nor the credit of any member, officer or employee, past, present or future, of the Authority or of any successor body, either directly or through the Authority or any such successor body, nor the credit nor the taxing power of the Borough of Swarthmore (the “Borough”) or of the Commonwealth of Pennsylvania (the “Commonwealth”) or of any other political subdivision, agency or instrumentality thereof is pledged for the payment of the principal of, redemption premium, if any, or interest on the 2015 Bonds, nor shall the 2015 Bonds be or be deemed to be obligations of the Borough or of the Commonwealth or any other political subdivision, agency or instrumentality thereof, nor shall the Borough, the Commonwealth or any political subdivision, agency or instrumentality thereof be liable for the payment of the principal of, redemption premium, if any, or interest on the 2015 Bonds, nor shall any member of the Authority or any member of a successor body be personally responsible for payment of the principal of, redemption premium, if any, or interest on the 2015 Bonds. The Authority has no taxing power. MATURITY DATES, AMOUNTS, INTEREST RATES, YIELDS, PRICES AND CUSIPS (See Inside Front Cover) This cover page contains limited information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision. The 2015 Bonds are offered when, as and if issued by the Authority and received by the Underwriter subject to the approving legal opinion of Saul Ewing LLP, Bond Counsel, Philadelphia, Pennsylvania. Certain legal matters will be passed upon for the College by its Counsel, Dilworth Paxson LLP, Philadelphia, Pennsylvania. Certain legal matters will be passed upon for the Authority by its Counsel, Law Office of Steven A. Goldfield, Esquire, Media, Pennsylvania. It is expected that the 2015 Bonds will be available through the facilities of The Depository Trust Company for delivery in New York, New York, on or about July 30, 2015. MATURITY DATES, AMOUNTS, INTEREST RATES, YIELD, PRICES AND CUSIPS $54,940,000 Swarthmore Borough Authority Swarthmore College Revenue Bonds, Series of 2015 Serial Bonds Maturity Date Principal CUSIP* (September 15) Amount Interest Rate Yield Price (870000) 09/15/2016 870,000 4.000% 0.400% 104.036 JH0 09/15/2017 905,000 4.000% 0.690% 106.969 JJ6 09/15/2018 940,000 4.000% 0.980% 109.271 JK3 09/15/2019 980,000 4.000% 1.180% 111.320 JL1 09/15/2020 1,020,000 4.000% 1.440% 112.602 JM9 09/15/2021 1,065,000 5.000% 1.720% 118.988 JN7 09/15/2022 1,120,000 5.000% 2.040% 119.534 JP2 09/15/2023 1,175,000 5.000% 2.200% 120.726 JQ0 09/15/2024 1,235,000 5.000% 2.360% 121.556 JR8 09/15/2025 1,300,000 5.000% 2.500% 122.238 JS6 09/15/2026** 1,365,000 5.000% 2.650% 120.746 JT4 09/15/2027** 1,435,000 5.000% 2.750% 119.763 JU1 09/15/2028** 1,510,000 5.000% 2.830% 118.984 JV9 09/15/2029** 1,590,000 5.000% 2.900% 118.307 JW7 09/15/2030** 1,670,000 5.000% 2.970% 117.635 JX5 09/15/2031** 1,755,000 5.000% 3.030% 117.063 JY3 09/15/2032** 1,845,000 5.000% 3.080% 116.588 JZ0 09/15/2033** 1,940,000 5.000% 3.120% 116.210 KA3 09/15/2034** 2,040,000 5.000% 3.160% 115.834 KB1 09/15/2035** 2,145,000 5.000% 3.200% 115.458 KC9 09/15/2036** 2,245,000 4.000% 3.640% 103.022 KD7 09/15/2037** 2,335,000 4.000% 3.680% 102.681 KE5 09/15/2038** 2,430,000 4.000% 3.720% 102.340 KF2 09/15/2039** 2,530,000 4.000% 3.750% 102.086 KG0 09/15/2040** 2,630,000 4.000% 3.780% 101.833 KH8 Term Bonds $14,865,000, 4.000% Term Bond due September 15, 2045;** Yield 3.910% Price 100.742; CUSIP* 870000KJ4 * Copyright 2013, American Bankers Association. CUSIP data herein are provided by Standard & Poor’s CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The CUSIP numbers listed above are being provided solely for the convenience of Bondholders only at the time of issuance of the 2015 Bonds and none of the Authority, the College or the Underwriters makes any representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specific maturity is subject to being changed after the issuance of the 2015 Bonds 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 2015 Bonds. ** Priced to September 15, 2025 optional redemption date. The information set forth in this Official Statement has been obtained from the Swarthmore Borough Authority (the "Authority"), Swarthmore College (the "College") and other sources which are believed to be reliable. The information provided by sources other than the Authority is not guaranteed as to accuracy or completeness by the Authority. The information and expressions of opinions 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 any of the information set forth herein since the date hereof.
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