Raymond James

OFFERING CIRCULAR RATING: ONE (1) NEW ISSUE - BOOK-ENTRY ONLY Standard & Poor’s: “AA-” In the opinion of Special Tax Counsel, assuming compliance with certain tax covenants, under existing statutes, regulations, rulings and court decisions, the component of each Series 2013A Aggregate Lease Payment (as defined in the Master Lease Agreement which is defined herein below) designated as interest on Exhibit “B” to the Master Lease Agreement, and the allocable portion thereof distributable in respect of each Certificate, is excluded from gross income for Federal income tax purposes and is not an item of tax preference within the meaning of Section 57(a) of the Code. However, see “TAX MATTERS” for a description of the alternative minimum tax imposed on corporations and certain other Federal tax consequences of owning the Series 2013A Certificates. Special Tax Counsel is further of the opinion that, based upon the existing provisions of Section 31-7-10 of the Mississippi Code of 1972, as amended, interest distributable on the Certificates is exempt from all income taxes imposed by the State of Mississippi. See “TAX MATTERS” herein. $26,555,000 LEASE REVENUE CERTIFICATES OF PARTICIPATION (MASTER LEASE PROGRAM SERIES 2013A) Evidencing Proportionate Interests in Lease Payments to be Made Pursuant to a Master Lease Purchase Agreement and the Equipment Schedules thereto made and entered into by and between THE STATE OF MISSISSIPPI, represented by and acting through the State of Mississippi Department of Finance and Administration, as lessee, and FIRST SOUTHWEST LEASING COMPANY, as lessor Dated: Date of delivery Maturity Dates: as shown below The above-described Lease Revenue Certificates of Participation (Master Lease Program for Series 2013A) (the “Certificates”) are being delivered pursuant to a Trust Agreement dated as of October 10, 2013 (the “Trust Agreement”), made and entered into by and among First Southwest Leasing Company (“FirstSouthwest Leasing”), the State of Mississippi (the “State” or “Lessee”), represented by and acting through the State of Mississippi Department of Finance and Administration ( “DFA”), and U.S. Bank National Association, as successor to Deutsche Bank National Trust Company, Olive Branch, Mississippi, as trustee (the “Trustee”). Proceeds of the sale of the Certificates will be used to provide funds necessary to (i) prepay and currently refund all the outstanding Lease Revenue Certificates of Participation (Series 2005A) dated as of June 28, 2005, originally executed and delivered in the aggregate principal amount of $5,825,000 and currently outstanding in the principal amount of $3,360,000 (the “2005A Certificates”), (ii) prepay and currently refund all the outstanding Lease Revenue Certificates of Participation (Master Lease Program for State Agencies Series 2008A) dated as of January 25, 2008, originally executed and delivered in the aggregate principal amount of $11,935,000 and currently outstanding in the principal amount of $8,205,000 (the “2008A Certificates”, and together with the 2005A Certificates, the “Prior Certificates”), (iii) acquire certain equipment (“the 2013 Equipment”) for use by certain departments and agencies of the State (the “Agency Users”), (iv) fund a reasonably required reserve fund, and (v) pay the costs related to the delivery of the Certificates (see “ESTIMATED SOURCES AND USES OF FUNDS” herein). The 2013 Equipment and the equipment originally acquired with the proceeds of the 2005A Certificates and the 2008A Certificates (collectively, “the Equipment”) will be acquired and/or refinanced by Lessee pursuant to the Series 2013A Master Lease Purchase Agreement (the “Master Lease”), and the Series 2013A Equipment Schedules thereto, each dated as of October 10, 2013 (the “Series 2013A Equipment Schedules”, and together with the Master Lease Agreement, the “Lease”), each made and entered into by and between FirstSouthwest Leasing, as lessor, and Lessee. Pursuant to the Absolute Assignment Agreement, FirstSouthwest Leasing has assigned to the Trustee all of its rights, titles, and interests in and to the Master Lease, including the right to receive Series 2013A Aggregate Lease Payments (the “Lease Payments”) thereunder, and the security interest in the Equipment granted to FirstSouthwest Leasing under the Master Lease. The Certificates will be delivered as fully registered certificates, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository of the Certificates. Individual purchases will be made in book-entry-only form, in the principal amount of $5,000 denominations and integral multiples thereof. See “BOOK-ENTRY-ONLY SYSTEM” herein. The Certificates are payable at a corporate trust office of the Trustee. The Certificates will be delivered in the original principal amounts as set forth on the inside cover here. Distributions representing interest from the date of the Certificates will be payable on April 15 and October 15 (each, a “Distribution Date”) of each year, commencing on April15, 2014. The Certificates coming due on and after October 15, 2016 are subject to optional redemption on each Distribution Date commencing on April 15, 2016. Additionally, the Certificates are subject to extraordinary redemption, as described herein (see “THE CERTIFICATES—Redemption Provisions” herein). DISTRIBUTIONS DUE WITH RESPECT TO THE CERTIFICATES ARE PAYABLE SOLELY FROM (i) THE LEASE PAYMENTS PAYABLE BY LESSEE UNDER THE MASTER LEASE; AND (ii) OTHER MONEYS HELD BY THE TRUSTEE UNDER THE TRUST AGREEMENT, INCLUDING FUNDS DEPOSITED INTO THE RESERVE FUND. THE LEASE PAYMENTS ARE PAYABLE SOLELY FROM FUNDS BUDGETED AND APPROPRIATED FOR SUCH PURPOSE BY THE LESSEE TO THE AGENCY USERS. THE OBLIGATION OF LESSEE TO MAKE THE LEASE PAYMENTS DOES NOT CONSTITUTE AN INDEBTEDNESS OF LESSEE OR THE AGENCY USERS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION AND DOES NOT CONSTITUTE A LIABILITY OF OR A LIEN OR CHARGE UPON THE FUNDS OR ASSETS OF LESSEE OR THE AGENCY USERS EXCEPT THE EQUIPMENT AND THOSE WHICH LESSEE HAS BUDGETED AND APPROPRIATED TO THE AGENCY USERS FOR SUCH PURPOSE DURING ANY FISCAL PERIOD. LESSEE IS NOT REQUIRED TO APPROPRIATE OR PROVIDE FUNDS FOR THIS PURPOSE. IF MONEYS ARE NOT APPROPRIATED BY LESSEE TO THE AGENCY USERS FOR ANY FISCAL PERIOD, THE LEASE WILL BE TERMINATED IN WHOLE OR IN PART AT THE END OF THE PRECEDING FISCAL PERIOD AND LESSEE IS NOT REQUIRED TO MAKE THE LEASE PAYMENTS COMING DUE AFTER SUCH TERMINATION WITH RESPECT TO THAT PORTION OF THE LEASE PAYMENTS FOR WHICH MONEYS WERE NOT APPROPRIATED BY THE LESSEE TO THE AGENCY USERS (SEE “RISK FACTORS” HEREIN). MATURITY SCHEDULE – SEE INSIDE COVER The Certificates are offered when, as and if delivered and are subject to the receipt of the legal opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, Jackson, Mississippi, Special Tax Counsel, attached hereto as Appendix B. First Southwest Company has acted as financial advisor to the State with respect to the Certificates. Certain legal matters will be passed upon for Lessee by the Attorney General of the State. It is expected that the Certificates will be delivered through the facilities of DTC on or about October 10, 2013. RAYMOND JAMES Dated October 3, 2013 MATURITY SCHEDULE CUSIP Prefix: 605681 Principal Interest CUSIP Maturity Date Amount Rate Yield Suffix(1) April 15, 2014 $2,045,000 2.000% 0.30% NZ4 October 15, 2014 2,080,000 2.000% 0.35% PK5 April 15, 2015 2,105,000 3.000% 0.67% PA7 October 15, 2015 2,130,000 3.000% 0.77% PL3 April 15, 2016 2,165,000 3.000% 1.06% PB5 October 15, 2016(2)(3) 2,200,000 2.000% 1.21% PM1 April 15, 2017(2)(3) 1,740,000 2.000% 1.49% PC3 October 15, 2017(2)(3) 1,765,000 2.000% 1.59% PN9 April 15, 2018(2)(3) 1,745,000 2.250% 1.94% PD1 October 15, 2018(2)(3) 3,350,000 2.250% 2.03% PP4 April 15, 2019(2)(3) 580,000 2.500% 2.36% PE9 October 15, 2019(2)(3) 590,000 2.500% 2.46% PQ2 April 15, 2020(2)(3) 890,000 2.750% 2.66% PF6 October 15, 2020(2)(3) 385,000 2.875% 2.76% PR0 April 15, 2021(2) 390,000 3.000% 3.00% PG4 October 15, 2021(2) 395,000 3.000% 3.05% PS8 April 15, 2022(2) 400,000 3.250% 3.27% PH2 October 15, 2022(2) 410,000 3.250% 3.32% PT6 April 15, 2023(2) 1,190,000 3.500% 3.50% PJ8 (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by Standard and Poor’s CUSIP Service Bureau, a division of the McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. (2) The Lessee reserves the right, at its option, to redeem the Certificates having stated maturities on and after October 15, 2016, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on April 15, 2016 or any date thereafter, at the par value thereof plus accrued interest to the date of redemption. See “THE CERTIFICATES – Redemption Provisions.” (3) The initial yield is calculated to the first optional redemption date. FOR PURPOSES OF COMPLIANCE WITH RULE 15C2-12 OF THE UNITED STATES SECURITIES EXCHANGE COMMISSION, AS AMENDED, AS IN EFFECT ON THE DATE HEREOF, THIS DOCUMENT CONSTITUTES AN OFFICIAL STATEMENT OF THE STATE WITH RESPECT TO THE CERTIFICATES OF OBLIGATION THAT HAS BEEN DEEMED “FINAL” BY THE STATE AS OF ITS DATE EXCEPT FOR THE OMISSION OF NO MORE THAN THE INFORMATION PERMITTED BY RULE 15C2-12. THE CERTIFICATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED UNDER THE SECURITIES LAWS OF ANY STATE.

Load more