Arizona Board of Regents Arizona State University System Revenuebonds
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PRELIMINARY OFFICIAL STATEMENT DATED MARCH 10, 2021 NEW ISSUES – BOOK–ENTRY–ONLY RATINGS: See “Ratings” Herein In the opinion of Bond Counsel, interest on the Series 2021C Bonds is excludable from gross income for purposes of federal income tax, assuming continuing compliance with the requirements of the federal tax law. Interest on the Series 2021C Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals. Bond Counsel is of the opinion that interest on the Series 2021A Bonds and the Series 2021B Bonds is not excludable from gross income for federal income tax purposes. Bond Counsel is also of the opinion that the interest on the Series 2021 Bonds is exempt from Arizona state income tax. See “TAX MATTERS” herein. ARIZONA BOARD OF REGENTS ARIZONA STATE UNIVERSITY $67,440,000 $94,380,000* $118,025,000* SYSTEM REVENUE BONDS, SYSTEM REVENUE BONDS, SYSTEM REVENUE BONDS, TAXABLE SERIES 2021A TAXABLE SERIES 2021B TAX-EXEMPT SERIES 2021C (GREEN BONDS) Dated: Date of Delivery Due: July 1, as shown on the inside front cover page The $67,440,000* Arizona State University System Revenue Bonds, Taxable Series 2021A (Green Bonds) (the “Series 2021A Bonds”), the $94,380,000* Arizona State University System Revenue Bonds, Taxable Series 2021B (the “Series 2021B Bonds”) and the $118,025,000* Arizona State University System Revenue Bonds, Tax-Exempt Series 2021C (the “Series 2021C Bonds,” and collectively with the Series 2021A Bonds and the Series 2021B Bonds, the “Series 2021 Bonds”), are being issued by the Arizona Board of Regents (the “Board”) acting for and on behalf of Arizona State University (the “University”) only in fully registered form without coupons and, when issued, will be available to purchasers in principal amounts of $5,000 or any integral multiple of a series thereof due on specified maturity dates, only through the book-entry-only system maintained by The Depository Trust Company (“DTC”). The Series 2021 Bonds will be registered in the name of DTC or its nominee as described herein. As long as the book-entry-only system is maintained for the registration of the Series 2021 Bonds, no physical delivery of the Series 2021 Bonds will be made to the ultimate purchasers thereof, and all payments of principal of and interest on the Series 2021 Bonds will be made to such purchasers through DTC, as described herein. Interest on the Series 2021 Bonds is payable on January 1, 2022*, and on each July 1 and January 1 thereafter until maturity or prior redemption at the rates set forth on the inside front cover page hereof. Principal of the Series 2021 Bonds at maturity or upon prior redemption will be paid at the designated corporate trust office of The Bank of New York Mellon Trust Company, N.A., or any successor thereto, as trustee. The Series 2021 Bonds are subject to redemption prior to their stated maturities as described under “THE SERIES 2021 BONDS - Redemption Provisions” herein. The Series 2021 Bonds are being issued for the purpose of (i) providing funds for: (a) construction and equipping of the Multipurpose Arena, including capitalizing interest on the Series 2021B Bonds issued for the Multipurpose Arena through June 30, 2022; (b) construction and equipping of the Thunderbird School of Global Management; (c) construction and equipping of the Interdisciplinary Science and Technology Building 7; (d) construction of the University Drive pedestrian bridge; (e) improvement of information technology; and (f) renovation of research laboratories and classroom and academic facilities, all as more fully described herein; (ii) paying a portion of the principal and interest due on July 1, 2021 on the Outstanding Bonds (as defined herein) except the Outstanding Series 2008 Refunding Bonds, Series 2019A Bonds and Series 2020A Bonds; (iii) refunding in advance of maturity the Bonds Being Refunded (as defined herein); and (iv) paying costs related to the issuance of the Series 2021 Bonds. See “PLAN OF FINANCE” and “PLAN OF REFUNDING” herein. The Series 2021 Bonds are limited obligations of the Board. The Series 2021 Bonds, together with the Outstanding Bonds and any bonds subsequently issued on a parity therewith, are payable solely from and secured solely by a pledge of and first lien on the Gross Revenues (as defined herein) of the University. See “SOURCES OF PAYMENT AND SECURITY” herein. NEITHER THE FULL FAITH AND CREDIT OF THE BOARD, THE UNIVERSITY OR THE STATE OF ARIZONA (THE “STATE”) NOR THE TAXING POWER OF THE STATE IS PLEDGED FOR THE PAYMENT OF THE SERIES 2021 BONDS. THE SERIES 2021 BONDS DO NOT CONSTITUTE A DEBT OF THE BOARD, THE UNIVERSITY OR THE STATE WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. THE BOARD HAS NO TAXING POWER. SEE INSIDE FRONT COVER PAGE FOR MATURITY SCHEDULES This cover page contains only a brief description of the Series 2021 Bonds and the security therefor. It is not a summary of all material information with respect to the Series 2021 Bonds. Investors should read this entire Official Statement to obtain information necessary to make an informed investment decision. The Series 2021 Bonds are offered, when, as and if issued by the Board and received by the underwriters listed below (the “Underwriters”), subject to the approving opinion of Ballard Spahr LLP, Bond Counsel, as to validity and tax exemption, as applicable. In addition, certain legal matters will be passed upon for the Board by the Senior Vice President and General Counsel for the Arizona University System and for the Underwriters by Greenberg Traurig, LLP. It is expected that the Series 2021 Bonds will be available for delivery in book-entry-only form in New York, New York, on or about April 28, 2021*. Goldman Sachs & Co. LLC Citigroup J.P. Morgan UBS Wells Fargo Securities ____, 2021 This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, buy, to Under no circumstances shall this Preliminary to sell or the solicitation of an offer This Preliminary Official Statement constitute an offer contained herein are subject to completion or amendment. Official Statement and the information any such jurisdiction. priorlaws of qualification or filing under the securities to registration, be unlawful solicitation or sale would sale of these securities jurisdictionnor shall there be any in any in which such offer, * Preliminary, subject to change. ARIZONA BOARD OF REGENTS ARIZONA STATE UNIVERSITY SYSTEM REVENUE BONDS MATURITY SCHEDULES* $67,440,000* TAXABLE SERIES 2021A (GREEN BONDS) Maturity Principal Interest CUSIP (a) Maturity Principal Interest CUSIP (a) (July 1) Amount Rate Yield (040663) (July 1) Amount Rate Yield (040663) 2026 $ 345,000 2032 3,380,000 2027 2,800,000 2033 3,525,000 2028 2,895,000 2034 3,675,000 2029 3,005,000 2035 3,825,000 2030 3,125,000 2036 4,005,000 2031 3,245,000 2037 4,180,000 $29,435,000* __.__% Term Bond due July 1, 2043* at a yield of __.__% CUSIP (a) 040663__ $94,380,000* TAXABLE SERIES 2021B Maturity Principal Interest CUSIP (a) Maturity Principal Interest CUSIP (a) (July 1) Amount Rate Yield (040663) (July 1) Amount Rate Yield (040663) 2022 $1,170,000 2030 3,015,000 2023 8,555,000 2031 3,070,000 2024 9,930,000 2032 2,745,000 2025 9,995,000 2033 3,130,000 2026 6,055,000 2034 3,190,000 2027 4,700,000 2035 2,725,000 2028 2,925,000 2036 2,045,000 2029 2,960,000 2037 2,100,000 $8,340,000* __.__% Term Bond (GREEN BOND) due July 1, 2043* at a yield of __.__% CUSIP (a) 040663__ $17,730,000* __.__% Term Bond (GREEN BOND) due July 1, 2053* at a yield of __.__% CUSIP (a) 040663__ (a) CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (“CGS”) is managed on behalf of the American Bankers Association by S&P Global Market Intelligence. Copyright© 2021 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the Board, the University, the Underwriters or the Financial Advisor or any of their counsel or agents take responsibility for the accuracy of such numbers. * Preliminary, subject to change. ARIZONA BOARD OF REGENTS ARIZONA STATE UNIVERSITY SYSTEM REVENUE BONDS MATURITY SCHEDULE* $118,025,000* TAX-EXEMPT SERIES 2021C Maturity Principal Interest CUSIP (a) Maturity Principal Interest CUSIP (a) (July 1) Amount Rate Yield (040663) (July 1) Amount Rate Yield (040663) 2022 1,290,000 2032 3,175,000 2023 2,045,000 2033 3,335,000 2024 6,310,000 2034 3,495,000 2025 6,640,000 2035 3,670,000 2026 6,970,000 2036 3,850,000 2027 7,325,000 2037 4,050,000 2028 7,685,000 2038 4,255,000 2029 8,065,000 2039 4,460,000 2030 8,475,000 2040 4,690,000 2031 8,880,000 2041 4,925,000 $6,340,000* Term Bond ____% coupon and _____% yield with final maturity on July 1, 2046* and CUSIP 040663__ $8,095,000* Term Bond ____% coupon and _____% yield with final maturity on July 1, 2051* and CUSIP 040663__ (a) CUSIP® is a registered trademark of the American Bankers Association.