Massachusetts Development Finance Agency Revenue Bonds WGBH Educational Foundation Issue, Series 2017A
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PRELIMINARY OFFICIAL STATEMENT DATED DECEMBER 6, 2017 NEW ISSUE — BOOK-ENTRY ONLY Rating: See “RATING” herein In the opinion of Locke Lord LLP, Bond Counsel to the Issuer, based upon an analysis of existing law and assuming, among other matters, compliance with certain covenants, interest on the Series 2017A Bonds is excluded from gross income for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”). Interest on the Series 2017A Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Interest on the Series 2017B Bonds is includable in gross income for federal income tax purposes under the Code. Under existing law, interest on the Series 2017 Bonds and any profit on the sale of the Series 2017 Bonds are exempt from Massachusetts personal income taxes and the Series 2017 Bonds are exempt from Massachusetts personal property taxes. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Series 2017 Bonds. See “TAX MATTERS” herein. MASSACHUSETTS DEVELOPMENT FINANCE AGENCY $20,090,000* $29,930,000* Revenue Bonds Revenue Bonds WGBH Educational Foundation Issue WGBH Educational Foundation Issue Series 2017A Series 2017B (Federally Taxable) Dated: Date of Delivery Due: As shown on inside cover The Massachusetts Development Finance Agency Revenue Bonds, WGBH Educational Foundation Issue, Series 2017A (the “Series 2017A Bonds”) and Massachusetts Development Finance Agency Revenue Bonds, WGBH Educational Foundation Issue, Series 2017B (Federally Taxable) (the “Series 2017B Bonds” and together with the Series 2017A Bonds, the “Series 2017 Bonds”) will be initially issued as fully registered bonds without coupons and, when issued, will be registered in the name of Cede & Co., as Bondowner and nominee for The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for the Bonds. Purchases of the Series 2017 Bonds will be made in book-entry form, in denominations of $5,000 and any integral multiple thereof. So long as Cede & Co. is the Bondowner, as nominee of DTC, references herein to the Bondowners or registered owners shall mean Cede & Co., and shall not mean the Beneficial Owners (as hereinafter defined) of the Series 2017 Bonds. The Series 2017 Bonds will mature in the principal amounts and bear interest at the rates shown on the inside cover page hereof. Interest on the Series 2017 Bonds will accrue from their date of delivery and will be payable semiannually on January 1 and July 1, commencing July 1, 2018, to the Bondowners of record as of the close of business on the fifteenth day of the month preceding such interest payment date. Principal of and interest on the Series 2017 Bonds will be paid by U.S. Bank National Association as trustee (the “Trustee”). So long as DTC or its nominee, Cede & Co., is the Bondowner, such payments will be made directly to DTC. Disbursement of such payments to the DTC Participants (as hereinafter defined) is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of the DTC Participants, all as more fully described herein. The Series 2017 Bonds are subject to redemption at par prior to maturity as set forth herein. The Series 2017 Bonds will be special obligations of the Massachusetts Development Finance Agency (the “Issuer”) payable solely from the Revenues, as defined herein, of the Issuer, including payments to the Trustee, for the account of the Issuer by the Institution in accordance with the provisions of the Loan and Trust Agreement dated as of December 1, 2017 (the “Agreement”) among the Issuer, WGBH Educational Foundation (the “Institution”) and the Trustee. Such payments pursuant to the Agreement are a general obligation of the Institution. Reference is hereby made to this Official Statement for pertinent security provisions of the Series 2017 Bonds. THE SERIES 2017 BONDS DO NOT CONSTITUTE A GENERAL OBLIGATION OF THE ISSUER OR A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY POLITICAL SUBDIVISION THEREOF. THE PRINCIPAL OF, REDEMPTION PRICE OF AND INTEREST ON THE SERIES 2017 BONDS ARE PAYABLE SOLELY FROM THE REVENUES AND FUNDS PLEDGED FOR THEIR PAYMENT IN ACCORDANCE WITH THE AGREEMENT. THE ISSUER HAS NO TAXING POWER UNDER THE ACT. The Series 2017 Bonds will be offered, when, as and if issued and accepted by the Underwriter, subject to prior sale, to withdrawal or modification of the offer without notice, and opinions as to legality and certain other matters by Locke Lord LLP, Boston, Massachusetts, Bond Counsel to the Issuer. Certain legal matters will be passed upon for the Institution by its counsel, Casner & Edwards LLP, Boston, Massachusetts and for the Underwriter by its counsel, McCarter & English, LLP, Boston, Massachusetts. The Series 2017 Bonds are expected to be available for delivery to DTC in New York, New York, or its custodial agent, on or about December __, 2017. RBC Capital Markets _____, 2017 This Preliminary Official Statement and the information contained herein are subject to change, completion or amendment. The Series 2017 Bonds may not be sold nor may offers to buy be accepted prior to the time Official Statement is to offers not be sold nor may The Series 2017 Bonds may This Preliminary completion or amendment. contained herein are subject to change, Official Statement and the information any sale of the Seriesany jurisdiction nor shall there be 2017 Bonds in in which such offer, buy, to Under no circumstances shall this Preliminary to sell or the solicitation of an offer Official Statement constitute an offer form. in final delivered prior of such jurisdiction. or qualification under the securities to registration be unlawful laws solicitation or sale would * Preliminary, subject to change. $20,090,000* Massachusetts Development Finance Agency Revenue Bonds WGBH Educational Foundation Issue, Series 2017A MATURITY SCHEDULE* $20,090,000* Serial Bonds Price Price Year Interest or Year Interest or (January 1)* Amount* Rate Yield CUSIP† (January 1)* Amount* Rate Yield CUSIP† 2019 $ 740,000 2029 $ 405,000 2020 890,000 2030 530,000 2021 930,000 2031 360,000 2022 935,000 2032 3,585,000 2023 1,175,000 2033 3,390,000 2024 40,000 2034 2,085,000 2025 145,000 2035 3,815,000 2026 190,000 2036 230,000 2027 285,000 2037 2028 360,000 $29,930,000* Massachusetts Development Finance Agency Revenue Bonds WGBH Educational Foundation Issue, Series 2017B (Federally Taxable) MATURITY SCHEDULE* $8,380,000* _____% Term Bond Due January 1, 2037* price/yield @ ____ - CUSIP† $21,550,000* _____% Term Bond Due January 1, 2042* price/yield @ ____ - CUSIP† * Preliminary, subject to change. † The CUSIP (Committee on Uniform Securities Identification Procedures) numbers on the inside cover of this Official Statement have been assigned by an organization not affiliated with the Issuer, the Institution or the Underwriter, and such parties are not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers are included solely for the convenience of Bondowners and no representation is made as to the correctness of the CUSIP numbers printed on the inside cover hereof. 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 issue or the use of secondary market financial products. None of the Issuer, the Institution nor the Underwriter has agreed to, nor is there any duty or obligation to, update this Official Statement to reflect any change or correction in the CUSIP numbers printed on the inside cover hereof. CUSIP® is a registered trademark of the American Bankers Association. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2017 BONDS AT LEVELS ABOVE THOSE THAT MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. No dealer, broker, salesman or other person has been authorized by the Issuer or the Underwriter to give any information or to make any representations other than as contained in this Official Statement and the Appendices hereto in connection with the offering described herein, and if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or a solicitation of an offer to buy any securities other than those identified on the cover page or an offer to sell or a solicitation of an offer to buy such securities in any jurisdiction in which it is unlawful to make such offer, solicitation or sale. The Issuer neither has nor assumes any responsibility as to the accuracy or completeness of the information contained in this Official Statement, other than that appearing under the captions “THE ISSUER” and “LITIGATION” (but only insofar as it relates to the Issuer). Certain information contained in this Official Statement has been obtained from the Issuer, the Institution, DTC and other sources that are believed to be reliable. No representation or warranty is made, however, as to the accuracy or completeness of such information and nothing contained in this Official Statement is, or may be relied on as, a promise or representation by the Issuer or the Underwriter. The information herein relating to the Institution, and its affairs and condition has been provided by such entity, and neither the Issuer nor the Underwriter makes any representation with respect to, or warrants as to the accuracy of, such information.