KENT STATE UNIVERSITY (A State University of Ohio) GENERAL RECEIPTS BONDS, SERIES 2012A
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NEW ISSUE; BOOK-ENTRY ONLY Ratings: Moody’s: “Aa3” S&P: “A+” See Ratings. In the opinion of Roetzel & Andress, A Legal Professional Association, Bond Counsel, under existing law (i) assuming compliance with certain covenants and the accuracy of certain representations, interest on the Series 2012A Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; and (ii) the interest on, and any profit made on the sale, exchange or other disposition of, the Series 2012A Bonds are exempt from the Ohio personal income tax, the Ohio commercial activity tax, the net income base of the Ohio corporate franchise tax, and municipal, school district and joint economic development district income taxes in Ohio. For a more complete discussion of tax aspects, see Tax Matters herein. OFFICIAL STATEMENT $170,000,000 KENT STATE UNIVERSITY (A State University of Ohio) GENERAL RECEIPTS BONDS, SERIES 2012A Dated: Date of Issuance Due: May 1, as shown on the inside cover The Bonds. The $170,000,000 General Receipts Bonds, Series 2012A (the “Series 2012A Bonds”) are special obligations issued by the University pursuant to a Trust Agreement, as supplemented by a Seventeenth Supplemental Trust Agreement, each between the University and the Trustee, to pay costs of certain University Facilities. See Project and Plan of Financing. Principal, interest and any premium payable on the Series 2012A Bonds, and on other General Receipts Bonds, are payable solely from the General Receipts of the University and the Special Funds, as defined in and subject to the provisions of a Trust Agreement. See Security and Sources of Payment. The Series 2012A Bonds are not obligations of the state of Ohio, are not general obligations of the University, and the full faith and credit of the University is not pledged to their payment. Bondholders shall have no right to have excises or taxes levied by the Ohio General Assembly for payment of principal of or interest on the Series 2012A Bonds. Book-Entry Only. The Series 2012A Bonds will be initially issued only as fully-registered bonds, one bond for each maturity and interest rate within a maturity of each series of bonds, issuable under a book-entry system, registered initially in the name of The Depository Trust Company or its nominee (“DTC”). There will be no distribution of Series 2012A Bonds to the ultimate purchasers. The Series 2012A Bonds in certificated form as such will not be transferable or exchangeable, except for transfer to another nominee of DTC or as otherwise described in this Official Statement. See Appendix D. Payment. Principal and interest, and any premium, will be payable to the registered owner (DTC), principal and any premium upon presentation and surrender at the designated office of The Huntington National Bank, Columbus, Ohio (the “Trustee”), and interest transmitted by the Trustee on each interest payment date (May 1 and November 1 of each year, beginning November 1, 2012) to the registered owner (DTC) as of the 15th day of the calendar month preceding that interest payment date. Prior Redemption. The Series 2012A Bonds maturing on or after May 1, 2023 are subject to optional redemption prior to maturity on any date on or after May 1, 2022, and the Series 2012A Bonds are subject to mandatory redemption, as described in this Official Statement. See Certain Terms of Series 2012A Bonds – Prior Redemption. The Series 2012A Bonds are offered by the Underwriters, when, as and if issued by the University and accepted by the Underwriters, subject to prior sale, withdrawal, or modification of the offer without any notice, and subject to the delivery of an approving opinion on certain legal matters relating to their issuance by Roetzel & Andress, A Legal Professional Association, Bond Counsel. Certain legal matters will be passed upon for the Underwriters by Peck, Shaffer & Williams LLP and for the University by Willis Walker, Chief University Counsel, and by Squire Sanders (US) LLP, Disclosure Counsel. The Series 2012A Bonds are expected to be available for delivery to DTC or its agent on June 21, 2012. BofA Merrill Lynch KeyBanc Capital Markets Inc. CastleOak Securities L.P. Fifth Third Securities, Inc. The Huntington Investment Company J.P. Morgan Morgan Stanley PNC Capital Markets LLC Sterne Agee & Leach Inc. This Official Statement has been prepared by the University in connection with its original offering for sale of the Series 2012A Bonds. This cover page includes certain information for quick reference only. It is not a summary of the Series 2012A Bond issue. Investors should read the entire Official Statement to obtain information as a basis for making informed investment judgments. The date of this Official Statement is June 7, 2012, and the information speaks only as of that date. PRINCIPAL MATURITY SCHEDULE ON MAY 1 CUSIP CUSIP Interest No. (a) Interest No. (a) Year Amount Rate Price 490728 Year Amount Rate Price 490728 2014 $2,915,000 3.000% 103.923% XD9 2024 $4,485,000 5.000% 115.849%(b) WR9 2015 3,005,000 5.000 110.953 XE7 2025 4,705,000 5.000 114.750(b) WS7 2016 3,155,000 4.000 110.253 WH1 2026 4,945,000 5.000 113.935(b) WT5 2017 3,280,000 5.000 116.041 WJ7 2027 5,190,000 3.500 97.838 WU2 2018 3,445,000 4.000 112.065 WK4 2028 5,370,000 5.000 112.502(b) WV0 2019 3,580,000 4.000 112.079 WL2 2029 5,640,000 5.000 111.882(b) WW8 2020 3,725,000 5.000 118.759 WM0 2030 5,920,000 5.000 111.266(b) WX6 2021 3,910,000 5.000 118.708 WN8 2031 6,220,000 5.000 110.655(b) WY4 2022 4,105,000 4.000 110.275 WP3 2032 3,280,000 4.500 104.535(b) XC1 2023 4,270,000 5.000 117.239(b) WQ1 2032 3,250,000 4.000 99.453 WZ1 $37,610,000 5.000% Term Bond due May 1, 2037 Price: 108.077%(b) CUSIP No. (a) 490728 XA5 $47,995,000 5.000% Term Bond due May 1, 2042 Price: 107.571%(b) CUSIP No. (a) 490728 XB3 __________________________ (a) Copyright ©2012, CUSIP Global Services (see Regarding This Official Statement) (b) Priced to May 1, 2022, the optional redemption date for the Series 2012A Bonds maturing on or after May 1, 2023. REGARDING THIS OFFICIAL STATEMENT This Official Statement does not constitute an offering of any security other than the original offering of the Series 2012A Bonds identified on the Cover. No dealer, broker, sales person or other person has been authorized by the Board of Trustees of the University to give any information or to make any representation other than as contained in this Official Statement, and if given or made, such other information or representation must not be relied upon as having been given or authorized by the University. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, and there shall not be any sale of the Series 2012A Bonds by any person, in any jurisdiction in which it is unlawful to make that offer, solicitation or sale. The information in this Official Statement is provided by the University in connection with the original offering of the Series 2012A Bonds. Reliance should not be placed on any other information publicly provided, in any format including electronic, by the University for other purposes, including general information provided to the public or to portions of the public. The information in this Official Statement is subject to change without notice. Neither the delivery of this Official Statement nor any sale made under it shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the University since its date. This Official Statement contains statements that the University believes may be “forward-looking statements.” Words such as “plan,” “estimate,” “project,” “budget,” “anticipate,” “expect,” “intend,” “believe” and similar terms are intended to identify forward- looking statements. The achievement of results or other expectations expressed or implied by such forward-looking statements involves known and unknown risks, uncertainties and other factors that are difficult to predict, may be beyond the University’s control and could cause actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. The University undertakes no obligation, and does not plan, to issue any updates or revisions to such forward-looking statements. UPON ISSUANCE, THE SERIES 2012A BONDS WILL NOT BE REGISTERED BY THE UNIVERSITY UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND WILL NOT BE LISTED ON ANY STOCK OR OTHER SECURITIES EXCHANGE. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL, STATE OR OTHER GOVERNMENTAL ENTITY OR AGENCY WILL HAVE AT THE REQUEST OF THE UNIVERSITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT OR APPROVED OR DISAPPROVED THE SERIES 2012A BONDS FOR SALE. CUSIP is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by Standard & Poor’s. CUSIP data 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 University and are included solely for the convenience of the holders of the Series 2012A Bonds.