Empire State Development
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NEW ISSUES BOOK-ENTRY ONLY In the opinion of Co-Bond Counsel to the Corporation, under existing law and assuming continuing compliance with the tax covenants described herein and the accuracy of certain representations and certifications of the Corporation and others as described herein, (i) interest on the Series 2013A 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 2013A Bonds is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code. Co-Bond Counsel also are of the opinion that interest on the Series 2013B Bonds is included in gross income for federal income tax purposes pursuant to the Code. In addition, in the opinion of Co-Bond Counsel to the Corporation, under existing law, interest on the Series 2013 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 13 – TAX MATTERS” herein regarding certain other tax considerations. Development $843,190,000 NEW YORK STATE URBAN DEVELOPMENT CORPORATION STATE PERSONAL INCOME TAX REVENUE BONDS (GENERAL PURPOSE) $572,390,000 $70,030,000 $200,770,000 SERIES 2013A-1 SERIES 2013A-2 SERIES 2013B (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 2013A-1 (the “Series 2013A-1 Bonds”), the New York State Urban Development Corporation State Personal Income Tax Revenue Bonds (General Purpose), Series 2013A-2 (the “Series 2013A-2 Bonds”; and collectively with the Series 2013A-1 Bonds, the “Series 2013A Bonds”) and the New York State Urban Development Corporation State Personal Income Tax Revenue Bonds (General Purpose), Series 2013B (Federally Taxable) (the “Series 2013B Bonds” and, collectively with the Series 2013A 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 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 between the Corporation and the State. Financing Agreement Payments are payable from amounts legally required to be deposited into the Revenue Bond Tax Fund 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. Interest on the Series 2013 Bonds is payable on each March 15 and September 15, commencing September 15, 2013. The Series 2013 Bonds are issuable only as fully registered bonds without coupons, in the principal amount of $5,000 or any integral multiple thereof. 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. Principal and premium, if any, and interest on the Series 2013 Bonds will be payable through The Bank of New York Mellon, New York, New York, as Trustee and Paying Agent. The Series 2013 Bonds are subject to redemption prior to maturity as 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 (as hereinafter defined). 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. _________________________________________________ _________________________________________________MATURITY SCHEDULE — See Inside Cover This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of this issue. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2013A Bonds are offered when, as and if issued and delivered to the Underwriters and the Series 2013B Bonds are offered when, as and if issued and delivered to the Initial Purchaser pursuant to a notice of sale. The Series 2013 Bonds and are subject to approval of legality by Nixon Peabody LLP, New York, New York, and the Law Offices of Joseph C. Reid, P.A., New York, New York, Co-Bond Counsel to the Corporation, and to certain other conditions. Certain legal matters relating to the Series 2013A Bonds will be passed upon for the Underwriters by Harris Beach PLLC, New York, New York, and Lewis & Munday, A Professional Corporation, New York, New York, co-counsel to the Underwriters. It is expected that the Series 2013 Bonds will be available for delivery to The Depository Trust Company in New York, New York on or about March 19, 2013. Wells Fargo Securities RBC Capital Markets Ramirez & Co., Inc. Rice Financial Products Company BofA Merrill Lynch Barclays Citigroup Goldman, Sachs & Co. Jefferies J.P. Morgan Loop Capital Markets LLC Morgan Stanley M♦R♦Beal & Company Siebert Brandford Shank & Co., L.L.C. Blaylock Robert Van, LLC BNY Mellon Capital Markets, LLC Castle Oak Securities, L.P. Fidelity Capital Markets Services Janney Montgomery Scott KeyBanc Capital Markets Inc. Lebenthal & Co. M&T Securities, Inc. Mesirow Financial, Inc. Oppenheimer & Co. Inc. Piper Jaffray & Co. Prager & Co., LLC Raymond James Roosevelt & Cross, Incorporated Southwest Securities, Inc. Sterne Agee & Leach, Inc. Stifel, Nicolaus & Company, Incorporated TD Securities (USA) LLC The Williams Capital Group, L.P. US Bancorp March 14, 2013 NEW YORK STATE URBAN DEVELOPMENT CORPORATION STATE PERSONAL INCOME TAX REVENUE BONDS (GENERAL PURPOSE) MATURITIES, AMOUNTS, INTEREST RATES, PRICES OR YIELDS AND CUSIP NUMBERS $572,390,000 STATE PERSONAL INCOME TAX REVENUE BONDS (GENERAL PURPOSE) SERIES 2013A-1 Maturity Interest CUSIP Maturity Interest CUSIP March 15 Amount Rate Yield Number* March 15 Amount Rate Yield Number* 2019 $ 5,830,000 4.00% 1.36% 650035YR3 2025 $22,185,000 5.00% 2.64†% 650035YX0 2020 825,000 4.00 1.62 650035YS1 2026 23,300,000 5.00 2.75† 650035YY8 2020 35,065,000 5.00 1.62 650035ZH4 2027 24,460,000 5.00 2.86† 650035YZ5 2021 740,000 4.00 1.87 650035YT9 2028 25,690,000 5.00 2.94† 650035ZA9 2021 36,935,000 5.00 1.87 650035ZJ0 2029 26,965,000 5.00 3.02† 650035ZB7 2022 7,665,000 4.00 2.12 650035YU6 2030 28,320,000 5.00 3.07† 650035ZC5 2022 31,885,000 5.00 2.12 650035ZK7 2031 29,735,000 5.00 3.12† 650035ZD3 2023 7,055,000 4.00 2.34 650035YV4 2032 31,220,000 5.00 3.17† 650035ZE1 2023 34,395,000 5.00 2.34 650035ZL5 2033 32,780,000 5.00 3.20† 650035ZF8 2024 3,035,000 4.00 2.50† 650035YW2 2034 3,165,000 3.50 3.67 650035ZN1 2024 18,120,000 5.00 2.50† 650035ZM3 $137,765,000 5.00% Term Bond due March 15, 2043, Yield 3.54†% CUSIP Number* 650035ZP6 $5,255,000 4.00% Term Bond due March 15, 2043, Yield 3.79†% CUSIP Number* 650035ZG6 $70,030,000 STATE PERSONAL INCOME TAX REVENUE BONDS (GENERAL PURPOSE) SERIES 2013A-2 Maturity Interest CUSIP Maturity Interest CUSIP March 15 Amount Rate Yield Number* March 15 Amount Rate Yield Number* 2014 $ 2,445,000 2.00% 0.175% 650035ZQ4 2022 $3,460,000 2.00% 2.12% 650035ZW1 2015 1,380,000 2.00 0.36 650035ZR2 2023 120,000 4.00 2.34 650035ZX9 2018 10,440,000 4.00 1.07 650035ZS0 2023 7,135,000 5.00 2.34 650035A57 2019 1,090,000 3.00 1.36 650035ZT8 2024 7,610,000 5.00 2.50† 650035ZY7 2019 9,530,000 5.00 1.36 650035A32 2025 220,000 2.50 2.64 650035ZZ4 2020 525,000 4.00 1.62 650035ZU5 2025 3,665,000 5.00 2.64† 650035A65 2020 10,145,000 5.00 1.62 650035A40 2026 1,490,000 5.00 2.75† 650035A24 2021 10,775,000 5.00 1.87 650035ZV3 $200,770,000 STATE PERSONAL INCOME TAX REVENUE BONDS (GENERAL PURPOSE) SERIES 2013B (Federally Taxable) Maturity Interest Price or CUSIP March 15 Amount Rate Yield Number* 2014 $34,285,000 0.22% 100% 650035YK8 2015 34,025,000 0.35 100 650035YL6 2016 34,145,000 0.55 100 650035YM4 2017 34,335,000 0.98 100 650035YN2 2018 34,670,000 1.35 1.28 650035YP7 2019 29,310,000 1.75 1.70 650035YQ5 ______________________________ † Priced at the stated yield to the March 15, 2023 optional redemption date at a redemption price of 100%.