MEMORIAL SLOAN KETTERING CANCER CENTER REVENUE BONDS, 2019 SERIES 1 Dated: Date of Delivery Due: July 1, As Shown on Inside Cover
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NEW ISSUE Ratings: See “Ratings” herein. $284,545,000 DORMITORY AUTHORITY OF THE STATE OF NEW YORK ® MEMORIAL SLOAN KETTERING CANCER CENTER REVENUE BONDS, 2019 SERIES 1 Dated: Date of Delivery Due: July 1, as shown on inside cover Payment and Security: The Memorial Sloan Kettering Cancer Center Revenue Bonds, 2019 Series 1 (the “2019 Series 1 Bonds”) are special obligations of the Dormitory Authority of the State of New York (“DASNY”) payable from and secured by a pledge of (i) certain payments to be made under the Loan Agreement dated as of February 26, 2003, as amended (the “Loan Agreement”), between Memorial Sloan Kettering Cancer Center (the “Center”) and DASNY and Guaranties dated as of February 26, 2003 (the “Guaranties”), from the Sloan Kettering Institute for Cancer Research and S.K.I. Realty, Inc. to DASNY (the “Revenues”) and (ii) all funds and accounts (excluding the Arbitrage Rebate Fund and any fund established for the payment of the Purchase Price of Option Bonds tendered for purchase) established under DASNY’s Memorial Sloan Kettering Cancer Center Revenue Bond Resolution adopted February 26, 2003 (the “General Resolution”) and the 2019 Series 1 Resolution, adopted September 11, 2019 (the “Series Resolution” and together with the General Resolution, the “Resolution”). The Loan Agreement is a general, unsecured obligation of the Center and requires the Center to pay, in addition to the fees and expenses of DASNY and the Trustee, amounts sufficient to pay the principal and Redemption Price of and interest on all Bonds issued under the Resolution, including the 2019 Series 1 Bonds, as such payments become due. The 2019 Series 1 Bonds are not a debt of the State of New York (the “State”), nor is the State liable thereon. DASNY has no taxing power. Description: The 2019 Series 1 Bonds will be issued as fully registered bonds in denominations of $5,000 and any integral multiple thereof. Interest (due January 1, 2020 and each January 1 and July 1 thereafter) will be payable by check or draft mailed to the registered owners of the 2019 Series 1 Bonds at their addresses as shown on the registration books held by the Trustee or, at the option of a holder of at least $1,000,000 in principal amount of 2019 Series 1 Bonds, by wire transfer to the holder of such 2019 Series 1 Bonds, each as of the close of business on the fifteenth day of the month next preceding an interest payment date. The principal or Redemption Price of the 2019 Series 1 Bonds will be payable at the principal corporate trust office of The Bank of New York Mellon New York, New York, the Trustee and Paying Agent (as defined herein) or, with respect to Redemption Price, at the option of a holder of at least $1,000,000 in principal amount of 2019 Series 1 Bonds, by wire transfer to the holders of such 2019 Series 1 Bonds as more fully described herein. The 2019 Series 1 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 2019 Series 1 Bonds will be made in Book‑Entry form (without certificates). So long as DTC or its nominee is the registered owner of the 2019 Series 1 Bonds, payments of the principal and Redemption Price of and interest on such 2019 Series 1 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 2019 SERIES 1 BONDS ‑ Book‑Entry Only System” herein. Tender for Purchase and Redemption: The 2019 Series 1 Bonds are subject to redemption, tender or purchase prior to maturity, as more fully described herein. Tax Exemption: In the opinion of Orrick, Herrington & Sutcliffe LLP (“Orrick”), based upon 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 2019 Series 1 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the “Code”). In the further opinion of Orrick, interest on the 2019 Series 1 Bonds is not a specific preference item for purposes of the federal alternative minimum tax. Orrick is also of the opinion that interest on the 2019 Series 1 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). Orrick 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 2019 Series 1 Bonds. See “PART 11 ‑ TAX MATTERS” herein. Except as set forth in “PART 3 – THE 2019 SERIES 1 BONDS,” this Official Statement does not describe (i) any other interest rate mode into which the 2019 Series 1 Bonds may be converted, (ii) any provision relating to the tender provisions applicable to the 2019 Series 1 Bonds after any such conversion, or (iii) the remarketing of the 2019 Series 1 Bonds upon any such conversion and the application of the proceeds thereof. A remarketing of the 2019 Series 1 Bonds upon any such conversion will be made solely by a separate offering document or through a private placement to a limited number of institutional investors and not by this Official Statement. MATURITY SCHEDULE – See Inside Cover Page The 2019 Series 1 Bonds maturing July 1, 2035 through July 1, 2039, inclusive (the “Negotiated Bonds”), are offered when, as and if issued and received by the Underwriters. The 2019 Series 1 Bonds maturing July 1, 2029 through July 1, 2034, inclusive (the “Competitive Bonds”), are being sold through a competitive auction bid process in accordance with a Notice of Sale dated October 3, 2019. The offer of the 2019 Series 1 Bonds may be subject to prior sale, or may be withdrawn or modified at any time without notice. The offer is subject to the approval of legality by DASNY’s Co‑Bond Counsel, Orrick, Herrington & Sutcliffe LLP, New York, New York and Marous Law Group, P.C., New York, New York and to certain other conditions. Certain legal matters will be passed upon for the Underwriters of the Negotiated Bonds and the Initial Purchaser of the Competitive Bonds by their counsel, Katten Muchin Rosenman LLP, New York, New York; and for the Center and its related corporations by its counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York. DASNY expects to deliver the 2019 Series 1 Bonds in definitive form in New York, New York, on or about November 1, 2019. Goldman Sachs & Co. LLC BofA Merrill Lynch J.P. Morgan Morgan Stanley UBS Dated October 8, 2019 as supplemented on October 10, 2019 to include the terms of and information with respect to the Negotiated Bonds. PRINCIPAL AMOUNTS, INTEREST RATES AND YIELDS OR PRICES $284,545,000 2019 Series 1 Bonds Maturity Principal Interest July 1 Amount Rate Yield CUSIP† 20291 $21,775,000 5.000% 1.410% 64990GUW0 20301 22,865,000 5.000 1.450C 64990GUX8 20311 24,005,000 4.000 1.650C 64990GUY6 20321 24,970,000 4.000 1.630C 64990GUZ3 20331 25,960,000 2.000 2.235 64990GVA7 20341 26,485,000 3.000 2.130C 64990GVB5 20352 25,220,000 5.000 1.780C 64990GVC3 20362 26,475,000 5.000 1.840C 64990GVD1 20372 27,800,000 4.000 2.100C 64990GVE9 20382 28,915,000 4.000 2.140C 64990GVF6 20392 30,075,000 5.000 1.980C 64990GVG4 † The CUSIP number has been assigned by an independent company not affiliated with DASNY and is included solely for the convenience of the owners of the 2019 Series 1 Bonds. DASNY is not responsible for the selection or uses of the CUSIP number, and no representation is made as to its correctness on the 2019 Series 1 Bonds or as indicated above. The CUSIP number is subject to being changed after the issuance of the 2019 Series 1 Bonds as a result of various subsequent actions including, but not limited to, a refunding of a portion of the 2019 Series 1 Bonds 1 Competitive Bond sold to the Initial Purchaser pursuant to the Notice of Sale. 2 Negotiated Bond sold to the Underwriters. C Priced at the stated yield to the July 1, 2029 optional redemption date at a Redemption Price equal to 100% of the principal amount of the 2019 Series 1 Bonds or portions thereof to be redeemed, plus accrued interest, if any, to the redemption date. No dealer, broker, salesperson or other person has been authorized by DASNY, MSKCC (defined herein), the Underwriters or the Initial Purchaser to give any information or to make any representations with respect to the 2019 Series 1 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, MSKCC, the Underwriters or the Initial Purchaser. 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 2019 Series 1 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale.