Fred Hutchinson Cancer Research Center)
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PRELIMINARY OFFICIAL STATEMENT DATED FEBRUARY 27, 2017 NEW ISSUE RATINGS: Moody’s: A3 BOOK-ENTRY ONLY S&P: A (See “RATINGS”) In the opinion of Bond Counsel, as of the Date of Issue, assuming compliance by the Authority, Fred Hutch and the Bond Trustee with applicable requirements of the Internal Revenue Code of 1986, as amended, that must be met subsequent to the Date of Issue, under existing federal law, interest on the Bonds is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of determining the federal alternative minimum tax imposed on individuals and corporations. However, under existing federal law, interest on the Bonds is taken into account in determining adjusted current earnings for the purpose of computing the federal alternative minimum tax imposed on certain corporations. See “TAX MATTERS – Federal Income Taxation” herein and APPENDIX E – “FORMS OF BOND COUNSEL’S APPROVING OPINIONS.” $178,195,000* WASHINGTON HEALTH CARE FACILITIES AUTHORITY VARIABLE RATE REVENUE BONDS, SERIES 2017B AND SERIES 2017C (Fred Hutchinson Cancer Research Center) (Bearing Interest at an Index Floating Rate) Dated: Date of Issue Price: 100% Maturity Date: as shown on inside front cover The Washington Health Care Facilities Authority (the “Authority”) is issuing $92,350,000* in principal amount of its Variable Rate Revenue Bonds, Series 2017B (Fred Hutchinson Cancer Research Center) (the “Series 2017B Bonds”) and $85,845,000* in principal amount of its Variable Rate Revenue Bonds, Series 2017C (Fred Hutchinson Cancer Research Center) (the “Series 2017C Bonds” and together with the Series 2017B Bonds, the “Bonds”), pursuant to a separate Bond Trust Indenture for each series of Bonds (each, a “Bond Indenture,” and together, the “Bond Indentures”), each dated the date of original issuance of the Bonds (the “Date of Issue”), and each by and between the Authority and U.S. Bank National Association, as bond trustee (the “Bond Trustee”). The Series 2017B Bonds and the Series 2017C Bonds are each referred to herein at times as a “Series” of Bonds. The proceeds of each Series of the Bonds will be lent by the Authority to Fred Hutchinson Cancer Research Center (“Fred Hutch”) pursuant to a separate Loan and Security Agreement for each Series of the Bonds (each, a “Loan Agreement” and together, the “Loan Agreements”), each dated the Date of Issue, and each by and between the Authority and Fred Hutch, to fund all or a portion of: (i) costs of the Project (as defined herein), (ii) costs of refunding the Refunded Bonds (as defined herein), and (iii) costs of issuing the Bonds and other incidental costs. Each Series of the Bonds will be issued in fully registered form, and when issued will be registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), New York, New York, as initial securities depository for the Bonds (the “Securities Depository”). So long as DTC is acting as the Securities Depository for a Series of the Bonds, purchases of beneficial ownership interests in such Series of Bonds may be made in book-entry only form in denominations of $100,000 or any integral multiple of $5,000 in excess of $100,000, as further described herein under the caption “BOOK-ENTRY ONLY SYSTEM,” and individual purchasers will not receive certificates representing their beneficial interests in such Series of Bonds. The principal or Tender Price of, premium, if any, and interest on each Series of the Bonds will be paid by the Bond Trustee to Cede & Co., as long as Cede & Co. is the registered owner. Disbursement of such payments to DTC’s participants is the responsibility of DTC, and disbursement of such payments to the purchasers of beneficial ownership interests in such Series of Bonds is the responsibility of DTC’s participants and indirect participants, as more fully described herein under the caption “BOOK-ENTRY ONLY SYSTEM.” Each Series of the Bonds will initially bear interest at an Index Floating Rate as described herein for an Index Floating Rate Period for such Series of Bonds commencing on the Date of Issue and ending on the applicable date set forth on the inside cover hereof. Interest on each Bond of a Series is payable on the first Business Day (as defined herein) of each month, commencing May 1, 2017, and the day succeeding the last day of the applicable Index Floating Rate Period. During the initial Index Floating Rate Period for each Series of the Bonds, such Bonds will bear interest at a per annum interest rate (not to exceed 12 percent), determined weekly as described herein, equal to the sum of (i) the product of the Index Floating Rate Percentage (identified on the inside cover hereof) and the applicable Index (identified on the inside cover hereof), plus (ii) the Index Floating Rate Spread (identified on the inside cover hereof). Each Series of the Bonds will be subject to mandatory tender for purchase on the day following the last day of the initial Index Floating Rate Period for such Bonds (the “Mandatory Purchase Date”). Fred Hutch is obligated to pay the Tender Price of tendered and unremarketed Bonds of a Series on the related Mandatory Purchase Date. The failure to pay the Tender Price of Bonds of a Series tendered or deemed tendered for purchase on a Mandatory Purchase Date is an Event of Default under the related Bond Indenture and a Loan Default Event under the related Loan Agreement. There is no Liquidity Facility in place to provide funds for the purchase of Bonds of a Series on the applicable Mandatory Purchase Date or any other purchase date. Each Series of the Bonds is subject to optional redemption on or after the applicable Par Call Date (identified on the inside cover hereof), mandatory sinking fund and extraordinary optional redemption, and to acceleration, all as described herein. In addition, each Series of the Bonds is subject to mandatory tender for purchase on or after its applicable Par Call Date, including the Mandatory Purchase Date, as described herein. The Bonds are not subject to optional tender for purchase by the Owners. Each Series of the Bonds may be converted to bear interest in another Interest Rate Period (including a subsequent Index Floating Rate Period) on or after the related Par Call Date at the option of Fred Hutch. This Official Statement describes terms and provisions applicable to each Series of the Bonds only while it is in its initial Index Floating Rate Period. There are significant differences in the terms of the Bonds in other Interest Rate Periods. In the event of a conversion of a Series of Bonds to another Interest Rate Period (including a subsequent Index Floating Rate Period), potential purchasers of such Bonds will be provided with separate offering materials containing descriptions of the terms applicable to such Bonds in the Interest Rate Period to which such Bonds are being converted. The Bonds of a Series are special fund revenue obligations of the Authority, payable solely from money and investments in the Bond Fund established under the related Bond Indenture. Each Bond Fund is, to the extent and as provided in the related Bond Indenture, to be funded from payments made by Fred Hutch under the related Loan Agreement, by the Members of the Obligated Group (as defined herein) under the related Series 2017 Variable Rate Master Note (as defined herein), and from certain other funds held under the related Bond Indenture. The Loan Agreements provide that Fred Hutch’s payment obligations thereunder, including without limitation, Loan Payment obligations, shall be absolute and unconditional. Payments to be made under the Loan Agreement related to the Series 2017B Bonds will be secured by the joint and several obligations of the Members of the Obligated Group pursuant to Master Note – Series 2017B (Fred Hutchinson Cancer Research Center Obligated Group) (the “Series 2017B Master Note”) and payments to be made under the Loan Agreement related to the Series 2017C Bonds will be secured by the joint and several obligations of the Members of the Obligated Group pursuant to Master Note – Series 2017C (Fred Hutchinson Cancer Research Center Obligated Group) (the “Series 2017C Master Note,” and together with the Series 2017B Master Note, the “Series 2017 Variable Rate Master Notes”). The Series 2017B Master Note will be delivered pursuant to Supplemental Indenture No. 28 (“Supplemental Indenture No. 28”) and the Series 2017C Master Note will be delivered pursuant to Supplemental Indenture No. 29 (“Supplemental Indenture No. 29” and together with Supplemental Indenture No. 28, the “Supplemental Indentures”), each dated the Date of Issue. Each such Supplemental Indenture supplements that certain Amended and Restated Master Trust Indenture, dated November 24, 2009, by and between Fred Hutch and The Bank of New York Mellon Trust Company, N.A., as successor Master Trustee (as supplemented, the “Master Indenture”). Fred Hutch is currently the only Member of the Obligated Group. The obligations of the Obligated Group with respect to the Master Notes outstanding under the Master Indenture, including the Series 2017 Variable Rate Master Notes, are currently secured by an Amended and Restated Deed of Trust, Security Agreement and Financing Statement, made by Fred Hutch for the benefit of the Master Trustee (the “Current Deed of Trust”), which is to be amended and restated by a Second Amended and Restated Deed of Trust, Security Agreement and Financing Statement to be dated the Date of Issue (the “Second Amended Deed of Trust” or “Deed of Trust”), which is expected to become effective on the Date of Issue. By purchase of the Bonds, the Beneficial Owners of the Bonds are deemed to have consented to the amendments of the Current Deed of Trust contained in the Second Amended Deed of Trust.