Touro College 2017
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NEW ISSUE Fitch: BBB- See “RATING” herein $64,015,000 DORMITORY AUTHORITY OF THE STATE OF NEW YORK TOURO COLLEGE AND UNIVERSITY SYSTEM ® OBLIGATED GROUP REVENUE BONDS SERIES 2017 Dated: Date of Delivery Due: January 1, as shown on the inside cover pages Payment and Security: The Touro College and University System Obligated Group Revenue Bonds, Series 2017 (the “Series 2017 Bonds”) are special obligations of the Dormitory Authority of the State of New York (“DASNY”) payable solely from and secured by a pledge of (i) certain payments to be made by Touro College (the “College” or the “Institution”) under a Loan Agreement (the “Loan Agreement”), dated as of December 6, 2017, between the Institution and DASNY, and/or payments made under the related Series 2017 Obligation (as hereinafter defined), which Series 2017 Obligation secures the Institution’s obligations under the Loan Agreement with respect to the Series 2017 Bonds, and (ii) all funds and accounts (except the Arbitrage Rebate Fund) established in connection with the Series 2017 Bonds. The Series 2017 Bonds are to be issued under DASNY’s Touro College and University System Obligated Group Revenue Bond Resolution, adopted May 14, 2014 (the “General Resolution”) and the Series Resolution authorizing the Series 2017 Bonds, adopted December 6, 2017 (the “Series 2017 Resolution,” and collectively with the General Resolution, the “Resolutions”). Payment of the principal, Sinking Fund Installments and Redemption Price of and interest on the Series 2017 Bonds, when due, is secured by payments to be made pursuant to Obligation No. 6 (the “Series 2017 Obligation”) issued by the Obligated Group (as defined herein) pursuant to a Master Trust Indenture, dated as of May 1, 2014 (as supplemented, the “Master Indenture”), among the Institution and the other Members of the Obligated Group (collectively, the “Obligated Group”) and The Bank of New York Mellon, as Master Trustee (the “Master Trustee”). The Obligated Group’s obligations under the Master Indenture are general, joint and several obligations of the Members of the Obligated Group, secured by a lien on Gross Revenues and the Mortgages, as further described herein. The obligations of the Institution under the Loan Agreement and each Member of the Obligated Group’s obligations under the Series 2017 Obligation are general obligations of such parties. The Loan Agreement requires the Institution to pay, in addition to the fees and expenses of DASNY and The Bank of New York Mellon, as Trustee (the “Trustee”), amounts sufficient to pay the principal, Sinking Fund Installments and Redemption Price of and interest on the Series 2017 Bonds, as such payments shall become due, and to make payments due under the Series 2017 Obligation. See “PART 2 - SOURCES OF PAYMENT AND SECURITY FOR THE SERIES 2017 BONDS.” The Series 2017 Bonds will not be a debt of the State of New York (the “State”) and the State will not be liable on the Series 2017 Bonds. DASNY has no taxing power. Description: The Series 2017 Bonds will be issued as fully registered fixed rate bonds in denominations of $5,000 or any integral multiple thereof and will mature on the dates and bear interest at the rates shown on the inside cover pages hereof. Interest on the Series 2017 Bonds will accrue from the date of delivery and will be payable semiannually on each January 1 and July 1, commencing July 1, 2018. The Series 2017 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 Series 2017 Bonds will be made in book-entry form (without certificates). So long as DTC or its nominee is the registered owner of the Series 2017 Bonds, payments of the principal, Sinking Fund Installments and Redemption Price of and interest on such Series 2017 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 SERIES 2017 BONDS - Book-Entry Only System” herein. Redemption and Purchase: The Series 2017 Bonds are subject to redemption and purchase in lieu of optional redemption prior to maturity as more fully described herein. Tax Matters: In the opinion of Hawkins Delafield & Wood LLP, Co-Bond Counsel to DASNY, under existing statutes and court decisions and assuming continuing compliance with certain tax covenants described herein, (i) interest on the Series 2017 Bonds is excluded from gross income for Federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) interest on the Series 2017 Bonds is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. In addition, Hawkins Delafield & Wood LLP is of the opinion that, under existing statutes, interest on the Series 2017 Bonds is exempt from personal income taxes imposed by the State of New York or any political subdivision thereof (including The City of New York). See “PART 12 - TAX MATTERS” herein regarding certain other tax considerations. The Series 2017 Bonds are offered when, as, and if issued and received by the Underwriter. The offer of the Series 2017 Bonds may be subject to prior sale, or withdrawn or modified at any time without notice. The offer is subject to the approval of legality by DASNY’s co-bond counsel, Hawkins Delafield & Wood LLP, New York, New York, and Golden Holley James LLP, New York, New York (collectively, “Co-Bond Counsel”), and to certain other conditions. Certain legal matters will be passed upon for Members of the Obligated Group by the College’s General Counsel, by Nevada special counsel, Ballard Spahr LLP, Las Vegas, Nevada, and by special counsel, Orrick, Herrington & Sutcliffe LLP, New York, New York. Certain legal matters will be passed upon for the Underwriter by its counsel, Bryan Cave LLP, Kansas City, Missouri. DASNY expects to deliver the Series 2017 Bonds in definitive form in New York, New York, on or about December 28, 2017. December 19, 2017 $64,015,000 DORMITORY AUTHORITY OF THE STATE OF NEW YORK TOURO COLLEGE AND UNIVERSITY SYSTEM OBLIGATED GROUP REVENUE BONDS, SERIES 2017 Serial Bonds Due Interest CUSIP January 1 Amount Rate Price Yield Number+ 2043 $4,515,000 4.000% 99.218% 4.050% 64990H6W5 Term Bonds $2,975,000 5.000% Term Bonds Due January 1, 2033; Price: 111.766% Yield: 3.590%(1) CUSIP Number+: 64990H6P0 $4,665,000 5.000% Term Bonds Due January 1, 2038; Price: 110.438% Yield: 3.740%(1) CUSIP Number+: 64990H6T2 $11,000,000 5.000% Term Bonds Due January 1, 2042; Price: 110.087% Yield: 3.780%(1) CUSIP Number+: 64990H6V7 $40,860,000 5.000% Term Bonds Due January 1, 2047; Price: 109.650% Yield: 3.830%(1) CUSIP Number+: 64990H6X3 + CUSIP numbers have been assigned by an independent company not affiliated with DASNY and are included solely for the convenience of the holders of the Series 2017 Bonds. Neither DASNY nor the Underwriter is responsible for the selection or uses of the CUSIP numbers and no representation is made as to their correctness on the Series 2017 Bonds or as indicated above. CUSIP numbers are subject to being changed after the issuance of the Series 2017 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such Series 2017 Bonds or 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 the Series 2017 Bonds. (1) Yield calculated to the first optional par redemption date (January 1, 2028). (i) No dealer, broker, salesperson or other person has been authorized by DASNY, the Members of the Obligated Group or the Underwriter to give any information or to make any representations with respect to the Series 2017 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, the Obligated Group or the Underwriter. 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 Series 2017 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. Certain information in this Official Statement has been supplied by the Members of the Obligated Group and other sources that DASNY believes are reliable. Neither DASNY nor the Underwriter guarantees the accuracy or completeness of such information, and such information is not to be construed as a representation of DASNY or the Underwriter. The Members of the Obligated Group have reviewed the parts of this Official Statement describing the Obligated Group, the Sources of Payment and Security for the Series 2017 Bonds, the Principal and Interest Requirements, the Plan of Finance, the Estimated Sources and Uses of Funds, Bondholders’ Risks, Appendix B-1, Appendix B-2 and Appendix E.