Lincoln Center for the Performing Arts, Inc. Refunding Revenue Bonds, Series 2020 Official Statement
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1 NEW ISSUE — BOOK-ENTRY ONLY Ratings: Moody’s: “A3” S&P: “A” In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, based on an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2020A Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Code. In the further opinion of Bond Counsel, interest on the Series 2020A Bonds is not a specific preference item for purposes of the federal alternative minimum tax. Bond Counsel is also of the opinion that interest on the Series 2020A Bonds is exempt from personal income taxes imposed by the State of New York and any political subdivision thereof (including The City of New York). Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Series 2020A Bonds. See “TAX MATTERS.” $125,220,000 THE TRUST FOR CULTURAL RESOURCES OF THE CITY OF NEW YORK Refunding Revenue Bonds, Series 2020A (Lincoln Center for the Performing Arts, Inc.) Dated: Date of Delivery Due: as shown on the inside cover page The Trust For Cultural Resources of The City of New York Refunding Revenue Bonds, Series 2020A (Lincoln Center for the Performing Arts, Inc.) (the “Series 2020A Bonds”) will be issued and secured under the Revenue Bond Resolution, adopted by The Trust for Cultural Resources of The City of New York (the “Trust”) on April 22, 2008, as supplemented by the Series 2020A Resolution, authorizing the issuance of the Series 2020A Bonds, adopted by the Trust on August 4, 2020. Pursuant to a Loan Agreement (the “Loan Agreement”), dated as of July 1, 2008, as amended, by and between the Trust and Lincoln Center for the Performing Arts, Inc. (the “Institution” or “LCPA”), the proceeds of the Series 2020A Bonds will be loaned to the Institution and applied as described herein under “PLAN OF FINANCE.” The Series 2020A Bonds are not a debt of the State of New York or The City of New York or any other municipality, and neither the State of New York, The City of New York nor any other municipality shall be liable on the Series 2020A Bonds. The Trust has no taxing powers. The Series 2020A Bonds are issuable only as fully registered bonds without coupons. The Series 2020A Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository (“Securities Depository”) of the Series 2020A Bonds. Purchases of beneficial interests in the Series 2020A Bonds will be made in book-entry form in denominations of $5,000 and any integral multiple thereof. Purchasers will not receive certificates representing their ownership interest in the Series 2020A Bonds purchased. The principal of and interest on the Series 2020A Bonds are payable by U.S. Bank National Association, as the trustee (the “Trustee”), to the Securities Depository, which is to remit such principal and interest to its Participants (as defined herein), which are to remit such principal and interest to the Beneficial Owners (as defined herein) of the Series 2020A Bonds, as described herein. Interest on the Series 2020A Bonds is payable at the rates specified on the inside cover hereof on June 1 and December 1, commencing December 1, 2020. The Series 2020A Bonds are limited obligations of the Trust payable exclusively from the Trust Estate (as defined herein) and payments made to the Trust by the Institution pursuant to the Loan Agreement, which revenues and payments are pledged under the Resolution (as defined herein), as more fully described herein. The Institution is obligated under the Loan Agreement to make payments sufficient to pay the principal of and interest on the Series 2020A Bonds. The Institution’s obligation to make payments under the Loan Agreement is a general, unsecured obligation of the Institution as more fully described herein. None of the Series 2016A Bonds (as defined herein), the Series 2020A Bonds or the Institution’s obligations under the Loan Agreement are secured by a pledge of or mortgage on any specific assets or property of the Institution. The Series 2020A Bonds mature as shown on the inside cover page hereof and are subject to redemption and purchase in lieu of redemption prior to maturity as more fully described herein. The Series 2020A Bonds are offered for delivery when, as and if issued by the Trust and received by the Underwriters, subject to prior sale, to withdrawal or modification of the offer without notice, and to the approval of legality by Orrick, Herrington & Sutcliffe LLP, New York, New York, Bond Counsel. Certain legal matters will be passed upon for the Institution, by its special counsel, Nixon Peabody LLP, New York, New York, for the Trust by its counsel, Bryant Rabbino LLP, New York, New York, for the Underwriters by their counsel, Katten Muchin Rosenman LLP, New York, New York, and for the Trustee by its counsel, Ballard Spahr LLP. It is expected that the Series 2020A Bonds will be available for delivery in New York, New York through the book-entry procedures of DTC on or about August 24, 2020. Goldman Sachs & Co. LLC Loop Capital Markets Dated: August 14, 2020 **DRAFT**v1 2 $125,220,000 THE TRUST FOR CULTURAL RESOURCES OF THE CITY OF NEW YORK Refunding Revenue Bonds, Series 2020A (Lincoln Center for the Performing Arts, Inc.) Maturity Principal Amount Interest Rate Yieldc CUSIP Number† December 1, 2031 $20,000,000 5.000% 1.760% 649717VG7 December 1, 2032 25,000,000 5.000 1.860 649717VH5 December 1, 2033 30,000,000 4.000 2.060 649717VJ1 December 1, 2034 30,000,000 4.000 2.100 649717VK8 December 1, 2035 20,220,000 4.000 2.170 649717VL6 c Yield calculated to the December 1, 2030 call date. † CUSIP data herein are provided by CUSIP Global Services (“CGS”), operated on behalf of the American Bankers Association (the “ABA”) by S&P Global Market Intelligence, a division of S&P Global Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. The CUSIP numbers are included solely for the convenience of Bondholders of the Series 2020A Bonds. CUSIP numbers assigned to securities may be changed during the term of such securities based on a number of factors, including, but not limited to, the refunding or defeasance of such securities or the use of secondary market financing products. The CUSIP numbers are subject to being changed after the issuance of the Series 2020A Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of a maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by Bondholders that is applicable to all or a portion of the Series 2020A Bonds. Neither the Institution nor the Trust is responsible for the selection or use of the CUSIP numbers, and no representation is made as to their correctness on the Series 2020A Bonds or as indicated above. US_145484674v4 **DRAFT**v1 3 TABLE OF CONTENTS Page Page INTRODUCTORY STATEMENT .................................................. 1 Damage or Destruction of the Institution’s Facilities ................ 18 General ........................................................................................ 1 Restrictions Upon Use of Certain Institution Facilities ............. 18 Authority for Issuance ................................................................. 1 Cybersecurity Risk .................................................................... 19 Purpose of Financing ................................................................... 1 Investment Risks ....................................................................... 19 Series 2020B Bonds .................................................................... 2 Additional Bonds ...................................................................... 19 The Trust ..................................................................................... 2 Additional Indebtedness ............................................................ 19 The Institution ............................................................................. 2 Matters Relating to Enforceability ............................................ 20 Security for the Series 2020A Bonds ........................................... 3 Tax Exemption for the Series 2020A Bonds ............................. 20 Additional Bonds and Other Indebtedness................................... 3 Changes in Law ......................................................................... 20 Interest on the Series 2020A Bonds ............................................. 3 Basis of Ratings ........................................................................ 21 Redemption of the Series 2020A Bonds ...................................... 3 Secondary Markets and Prices .................................................. 21 THE TRUST FOR CULTURAL RESOURCES OF THE TAX MATTERS ............................................................................ 21 CITY OF NEW YORK ................................................................. 4 LITIGATION ................................................................................. 23 Organization and Membership .................................................... 4 CONTINUING DISCLOSURE INFORMATION ......................... 23 Powers of the Trust .....................................................................