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New York State Urban Development NEW ISSUE – BOOK-ENTRY ONLY $1,208,795,000 NEW YORK STATE URBAN DEVELOPMENT CORPORATION STATE PERSONAL INCOME TAX REVENUE BONDS (GENERAL PURPOSE) $812,835,000 $395,960,000 SERIES 2013E SERIES 2013F (Federally Taxable) Dated: Date of Delivery Due: As shown on the inside cover The New York State Urban Development Corporation State Personal Income Tax Revenue Bonds (General Purpose), Series 2013E (the “Series 2013E Bonds”) and the New York State Urban Development Corporation State Personal Income Tax Revenue Bonds (General Purpose), Series 2013F (Federally Taxable) (the “Series 2013F Bonds” and, collectively with the Series 2013E Bonds, the “Series 2013 Bonds”) are special obligations of the New York State Urban Development Corporation (the “Corporation”), doing business as Empire State Development. The Series 2013 Bonds are secured solely by a pledge of certain payments (the “Financing Agreement Payments”) to be made to the Trustee on behalf of the Corporation by the State of New York (the “State”) under a financing agreement (the “Financing Agreement”) between the Corporation and the State, acting by and through the Director of the Division of the Budget (the “Director of the Budget”). Financing Agreement Payments are payable from amounts legally required to be deposited into the Revenue Bond Tax Fund (as hereinafter defined) to provide for the payment of the Series 2013 Bonds and all other State Personal Income Tax Revenue Bonds (as hereinafter defined). The Revenue Bond Tax Fund receives a statutory allocation of 25 percent of State of New York personal income tax receipts imposed by Article 22 of the Tax Law (the “New York State Personal Income Tax Receipts”) as more fully described herein. The Corporation is one of five Authorized Issuers (hereinafter defined) that can issue State Personal Income Tax Revenue Bonds. All financing agreements entered into by the State to secure State Personal Income Tax Revenue Bonds shall be executory only to the extent of the revenues available in the Revenue Bond Tax Fund. The obligation of the State to make financing agreement payments is subject to the State Legislature making annual appropriations for such purpose and such obligation does not constitute or create a debt of the State, nor a contractual obligation in excess of the amounts appropriated therefor. In addition, the State has no continuing legal or moral obligation to appropriate money for payments due under any financing agreement. Nothing shall be deemed to restrict the right of the State to amend, repeal, modify or otherwise alter statutes imposing or relating to the New York State Personal Income Tax. The Series 2013 Bonds shall not be a debt of the State and the State shall not be liable thereon, nor shall the Series 2013 Bonds be payable out of any funds other than those of the Corporation pledged therefor. Neither the faith and credit nor the taxing power of the State is pledged to the payment of the principal of, premium, if any, or interest on the Series 2013 Bonds. The Corporation has no taxing power. The Series 2013 Bonds will be issued as fixed rate obligations, fully registered, in denominations of $5,000 or any integral multiple thereof. The Series 2013 Bonds will bear interest at the rates and mature at the times shown on the inside cover page hereof. Interest on the Series 2013 Bonds is payable on each March 15 and September 15, commencing March 15, 2014. The Series 2013 Bonds will be initially issued under a book-entry only system and will be registered in the name of Cede & Co., as Bondholder and nominee of The Depository Trust Company, New York, New York. See “PART 7 — BOOK-ENTRY ONLY SYSTEM” herein. So long as Cede & Co., as nominee for DTC, is the registered owner of the Series 2013 Bonds, payments of principal or redemption price of and interest on the Series 2013 Bonds will be made by The Bank of New York Mellon, as Trustee and Paying Agent, to Cede & Co. The Series 2013 Bonds are subject to redemption prior to maturity as more fully described herein. In the opinion of each of Orrick, Herrington & Sutcliffe LLP and the Hardwick Law Firm LLC, co-bond counsel to the Corporation (collectively, “Co-Bond Counsel”), 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 Series 2013E 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 Co-Bond Counsel, interest on the Series 2013E Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Co-Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. In the opinion of Co-Bond Counsel, interest on the Series 2013F Bonds is not excludible from gross income under Section 103 of the Code. Co-Bond Counsel is also of the opinion that interest on the Series 2013 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). Co-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 2013 Bonds. See “PART 12 — TAX MATTERS” herein regarding certain other tax considerations. Each of the Series 2013E Bonds and Series 2013F Bonds are offered, when, as and if issued and delivered to the Initial Purchasers. The Series 2013 Bonds are subject to approval of legality by Orrick, Herrington & Sutcliffe LLP, New York, New York, and the Hardwick Law Firm LLC, New York, New York, and to certain other conditions. It is expected that the Series 2013 Bonds will be delivered in definitive form in New York, New York, on or about December 19, 2013. December 12, 2013 $1,208,795,000 NEW YORK STATE URBAN DEVELOPMENT CORPORATION STATE PERSONAL INCOME TAX REVENUE BONDS (GENERAL PURPOSE) Maturity Schedule $812,835,000 SERIES 2013E MATURITY INTEREST CUSIP MATURITY INTEREST PRICE OR CUSIP MARCH 15 AMOUNT RATE YIELD NUMBER* MARCH 15 AMOUNT RATE YIELD NUMBER* 2015 $23,450,000 2.00% 0.21% 650035E53 2030 $47,345,000 5.00% 3.95†% 650035G44 2016 23,930,000 5.00 0.42 650035E61 2031 49,730,000 5.00 4.04† 650035G51 2017 25,115,000 5.00 0.67 650035E79 2032 52,195,000 5.00 4.11† 650035G69 2018 26,365,000 5.00 1.02 650035E87 2033 54,815,000 5.00 4.17† 650035G77 2019 27,700,000 5.00 1.40 650035E95 2034 9,265,000 5.00 4.23† 650035G85 2020 29,070,000 5.00 1.90 650035F29 2035 9,725,000 5.00 4.29† 650035G93 2021 30,530,000 5.00 2.29 650035F37 2036 10,210,000 5.00 4.34† 650035H27 2022 32,055,000 5.00 2.60 650035F45 2037 10,725,000 5.00 4.39† 650035H35 2023 33,660,000 5.00 2.82 650035F52 2038 11,260,000 5.00 4.42† 650035H43 2024 35,325,000 5.00 3.07† 650035F60 2039 11,825,000 5.00 4.45† 650035H50 2025 37,110,000 5.00 3.24† 650035F78 2040 12,415,000 5.00 4.47† 650035H68 2026 38,960,000 5.00 3.37† 650035F86 2041 13,035,000 5.00 4.49† 650035H76 2027 40,905,000 5.00 3.56† 650035F94 2042 13,690,000 5.00 4.50† 650035H84 2028 42,950,000 5.00 3.70† 650035G28 2043 14,375,000 5.00 4.50† 650035H92 2029 45,100,000 5.00 3.84† 650035G36 $395,960,000 SERIES 2013F (FEDERALLY TAXABLE) MATURITY INTEREST PRICE OR CUSIP MARCH 15 AMOUNT RATE YIELD NUMBER* 2015 $41,800,000 0.25% 100% 650035J25 2016 41,905,000 0.58 100 650035J33 2017 42,150,000 1.00 1.03 650035J41 2018 42,575,000 1.65 1.73 650035J58 2019 43,280,000 2.00 2.08 650035J66 2020 44,140,000 2.70 2.79 650035J74 2021 45,330,000 2.90 2.99 650035J82 2022 46,645,000 3.20 3.28 650035J90 2023 48,135,000 3.45 3.53 650035K23 ________________________ † Priced at the stated yield to the March 15, 2023 optional redemption date at a redemption price of 100%. * CUSIP numbers herein are provided by Standard & Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. CUSIP numbers have been assigned by an independent company not affiliated with the Corporation and are included solely for the convenience of the holders of the Series 2013 Bonds. Neither the Corporation nor the State is responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Series 2013 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the Series 2013 Bonds. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations, other than those contained in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2013 Bonds by any person in any jurisdiction in which it is unlawful for the person to make such offer, solicitation or sale.
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