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Board of Regents of the University of North Texas System OFFICIAL STATEMENT Dated January 6, 2017 NEW ISSUE - BOOK-ENTRY ONLY Moody’s: “Aa2” Fitch: “AA” See “Ratings” In the opinion of McCall, Parkhurst & Horton L.L.P., Bond Counsel, interest on the Series 2017A Bonds is excludable from gross income for federal income tax purposes under existing statutes, court decisions, regulations and published rulings. See “TAX MATTERS – Series 2017A Bonds” for a discussion of the opinion of Bond Counsel, including a description of alternative minimum tax consequences. $196,165,000 BOARD OF REGENTS OF THE UNIVERSITY OF NORTH TEXAS SYSTEM REVENUE FINANCING SYSTEM REFUNDING AND IMPROVEMENT BONDS, SERIES 2017A Dated: January 1, 2017 (Interest Accrues from Date of Delivery) Due: April 15, as shown herein The Board of Regents of the University of North Texas System Revenue Financing System Refunding and Improvement Bonds, Series 2017A (the “Series 2017A Bonds”) are special obligations of the Board of Regents (the “Board”) of the University of North Texas System (the “University System”). The Series 2017A Bonds shall be issued pursuant to an Amended and Restated Master Resolution adopted by the Board on February 12, 1999 (the “Master Resolution”) and a Twenty-Third Supplemental Resolution to the Master Resolution adopted by the Board on August 19, 2016 (the “Twenty-Third Supplement”). The Series 2017A Bonds are payable from and secured solely by the “Pledged Revenues” (as defined herein) of the University of North Texas Revenue Financing System (the “Revenue Financing System”), subject to the lien on the Pledged Revenues securing the Prior Encumbered Obligations (as defined herein). Currently, there are no Prior Encumbered Obligations outstanding. The Series 2017A Bonds are Parity Obligations (as defined herein). THE SERIES 2017A BONDS DO NOT CONSTITUTE GENERAL OBLIGATIONS OF THE BOARD, THE UNIVERSITY SYSTEM OR ANY COMPONENT THEREOF, THE STATE OF TEXAS, OR ANY POLITICAL SUBDIVISION THEREOF. THE BOARD HAS NO TAXING POWER AND NEITHER THE CREDIT NOR THE TAXING POWER OF THE STATE OF TEXAS OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2017A BONDS. See “SECURITY FOR THE BONDS.” The proceeds from the sale of the Series 2017A Bonds will be used for the purposes of (i) acquiring, purchasing, constructing, improving, renovating, enlarging or equipping property, buildings, structures, facilities, roads, or related infrastructure throughout the University System; (ii) refunding a portion of the Board’s outstanding bonds listed on Schedule I hereto to achieve debt service savings; (iii) refunding a portion of the Board’s outstanding Series A Commercial Paper Notes (as defined herein); and (iv) paying certain costs of issuing the Series 2017A Bonds. See “PLAN OF FINANCING.” Interest on the Series 2017A Bonds will accrue from the date of delivery and is calculated on the basis of a 360-day year composed of twelve 30-day months. Interest on the Series 2017A Bonds is payable on April 15, 2017, and each October 15 and April 15 thereafter until maturity or prior redemption. The Series 2017A Bonds are initially issuable only to Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”) pursuant to the Book-Entry Only System described herein. Beneficial ownership of the Series 2017A Bonds may be acquired in denominations of $5,000 or integral multiples thereof. No physical delivery of the Series 2017A Bonds will be made to the purchasers thereof. Interest on and principal of the Series 2017A Bonds will be payable by BOKF, NA, Dallas, Texas, the initial Paying Agent/Registrar, to Cede & Co., which will make distribution of the amounts so paid to the beneficial owners of the Series 2017A Bonds. See “DESCRIPTION OF THE BONDS - Book-Entry Only System.” MATURITY SCHEDULE See schedule on inside cover page CUSIP Prefix: 914729 The Series 2017A Bonds will mature, bear interest, and have initial prices or yields as shown on page ii of this Official Statement. The Series 2017A Bonds are subject to redemption as provided herein. See “DESCRIPTION OF THE BONDS - Redemption.” Concurrently with the issuance of the Series 2017A Bonds, the Board is issuing its Revenue Financing System Refunding and Improvement Bonds, Taxable Series 2017B (the “Series 2017B Bonds”) pursuant to the Master Resolution and the Twenty-Third Supplement. A separate cover page for the Series 2017B Bonds follows this cover page. The Series 2017A Bonds and the Series 2017B Bonds are referred to in this Official Statement collectively as the “Bonds.” The Series 2017A Bonds are offered when, as, and if issued, subject to approval of legality by the Attorney General of the State of Texas and the approving opinion of McCall, Parkhurst & Horton L.L.P., Dallas, Texas, Bond Counsel. Certain legal matters will be passed upon for the Underwriters by their co-counsel, Andrews Kurth Kenyon LLP, Austin, Texas and Mahomes Bolden PC, Dallas, Texas. The Series 2017A Bonds are expected to be available for delivery through DTC on or about January 31, 2017. J.P. Morgan BofA Merrill Lynch Blaylock Beal Van, LLC Raymond James Rice Financial Products Company Wells Fargo Securities MATURITY SCHEDULE CUSIP PREFIX: 914729† $196,165,000 Revenue Financing System Refunding and Improvement Bonds, Series 2017A $182,035,000 Serial Bonds Maturity Date Principal Interest Initial CUSIP 4/15 Amount Rate Yield Suffix† 2017 $ 1,745,000 1.000% 0.800% RF7 2018 6,635,000 5.000% 1.130% RG5 2019 6,960,000 5.000% 1.430% RH3 2020 9,005,000 5.000% 1.660% RJ9 2021 9,450,000 5.000% 1.860% RK6 2022 9,925,000 5.000% 1.990% RL4 2023 10,395,000 5.000% 2.110% RM2 2024 10,915,000 5.000% 2.280% RN0 2025 11,445,000 5.000% 2.400% RP5 2026 12,000,000 5.000% 2.530% RQ3 2027 12,600,000 5.000% 2.620% RR1 2028 13,205,000 5.000% 2.710%(1) RS9 2029 13,865,000 5.000% 2.790%(1) RT7 2030 14,080,000 5.000% 2.860%(1) RU4 2031 14,785,000 5.000% 2.940%(1) RV2 2032 12,535,000 5.000% 3.000%(1) RW0 2033 2,985,000 5.000% 3.100%(1) RX8 2034 3,025,000 5.000% 3.160%(1) RY6 2035 3,165,000 5.000% 3.210%(1) RZ3 2036 3,315,000 5.000% 3.240%(1) SA7 $6,720,000 5.000% Term Bonds due April 15, 2038 Priced to Yield 3.290%(1); CUSIP No.† 914729SB5 $7,410,000 5.000% Term Bonds due April 15, 2040, Priced to Yield 3.320%(1); CUSIP No.† 914729SC3 † CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services (“CGS”), managed by S&P Capital IQ on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the services provided by CGS. CUSIP numbers are included solely for the convenience of the purchasers of the Series 2017A Bonds. Neither the Board, the Financial Advisor nor the Underwriters shall be responsible for the selection or the correctness of the CUSIP numbers shown herein. (1) Yield to first optional call date (April 15, 2027). REDEMPTION. The Series 2017A Bonds are subject to optional and mandatory sinking fund redemption prior to stated maturity. (See “DESCRIPTION OF THE BONDS - Redemption”). SEPARATE ISSUES. The Series 2017A Bonds and the Series 2017B Bonds are each separate and distinct securities offerings being issued and sold independently except for the use of this common Official Statement, and, while the Series 2017A Bonds and the Series 2017B Bonds share certain common attributes, each issue is separate from the other and should be reviewed and analyzed independently, including the terms for payment, the rights of holders, and other features. The sale and delivery of each series of Bonds is not dependent upon the sale and delivery of the other series of Bonds. OFFICIAL STATEMENT Dated January 6, 2017 NEW ISSUE - BOOK-ENTRY ONLY Moody’s: “Aa2” Fitch: “AA” See “Ratings” The Series 2017B Bonds are not obligations described in section 103(a) of the Internal Revenue Code of 1986. See “TAX MATTERS – Series 2017B Bonds”. $164,305,000 BOARD OF REGENTS OF THE UNIVERSITY OF NORTH TEXAS SYSTEM REVENUE FINANCING SYSTEM REFUNDING AND IMPROVEMENT BONDS, TAXABLE SERIES 2017B Dated: January 1, 2017 (Interest Accrues from Date of Delivery) Due: April 15, as shown herein The Board of Regents of the University of North Texas System Revenue Financing System Refunding and Improvement Bonds, Taxable Series 2017B (the “Series 2017B Bonds”) are special obligations of the Board of Regents (the “Board”) of the University of North Texas System (the “University System”). The Series 2017B Bonds shall be issued pursuant to an Amended and Restated Master Resolution adopted by the Board on February 12, 1999 (the “Master Resolution”) and a Twenty-Third Supplemental Resolution to the Master Resolution adopted by the Board on August 19, 2016 (the “Twenty-Third Supplement”). The Series 2017B Bonds are payable from and secured solely by the “Pledged Revenues” (as defined herein) of the University of North Texas Revenue Financing System (the “Revenue Financing System”), subject to the lien on the Pledged Revenues securing the Prior Encumbered Obligations (as defined herein). Currently, there are no Prior Encumbered Obligations outstanding. The Series 2017B Bonds are Parity Obligations (as defined herein). THE SERIES 2017B BONDS DO NOT CONSTITUTE GENERAL OBLIGATIONS OF THE BOARD, THE UNIVERSITY SYSTEM OR ANY COMPONENT THEREOF, THE STATE OF TEXAS, OR ANY POLITICAL SUBDIVISION THEREOF. THE BOARD HAS NO TAXING POWER AND NEITHER THE CREDIT NOR THE TAXING POWER OF THE STATE OF TEXAS OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2017B BONDS.
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