2017 Immaculatauniversity Pos.Pdf
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PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER 10, 2017 NEW ISSUE – BOOK ENTRY ONLY RATING: Fitch “BB” Stable Outlook See: “RATING” herein In the opinion of Ballard Spahr LLP, Bond Counsel, interest on the Bonds is excludable from gross income for purposes of federal income tax, assuming continuing compliance with the requirements of the federal tax laws. Interest on the Bonds is not a preference item for purposes of either individual or corporate federal alternative minimum tax; however, interest paid to corporate holders of the Bonds may be indirectly subject to alternative minimum tax under circumstances described under “TAX MATTERS” herein. Bond Counsel is also of the opinion that, under the laws of the Commonwealth of Pennsylvania, interest on the Bonds is exempt from Pennsylvania personal income tax and corporate net income tax, and the Bonds are exempt from personal property taxes in Pennsylvania. See “TAX MATTERS” herein. $37,720,000* CHESTER COUNTY HEALTH AND EDUCATION FACILITIES AUTHORITY (Commonwealth of Pennsylvania) Revenue Bonds (Immaculata University Project) Series 2017 Dated: Date of Delivery Due: November 1, as shown on inside cover The Chester County Health and Education Facilities Authority (the “Authority”) will issue $37,720,000* aggregate principal amount of its Revenue Bonds (Immaculata University Project) Series 2017 (the “Bonds”) in denominations of $5,000 or any whole multiple thereof. The Bonds will be registered in the name of Cede & Co. as the registered owner and nominee for The Depository Trust Company (“DTC”), New York, New York. The principal of and premium, if any, on the Bonds will be payable to the registered owner at the designated corporate trust agency office of The Bank of New York Mellon Trust Company, N.A., Philadelphia, Pennsylvania, as trustee (the “Trustee”) for the Bonds, or the designated corporate trust office of any successor Trustee. The Bonds will bear interest at the rates shown on the inside cover hereof. Interest on the Bonds will be payable semiannually on May 1 and November 1, commencing May 1, 2018, in each case by the Trustee to the registered owners by check, or by wire transfer at the request of holders of at least $1,000,000 aggregate principal amount of such Bonds. The Bonds are payable solely from, and are secured by an assignment and a pledge of, payments and other revenues to be received by the Authority under a Loan Agreement between the Authority and Immaculata University (the “Borrower”), and from Bond proceeds and other moneys pledged to or held by the Trustee under the Trust Indenture between the Authority and the Trustee pursuant to which the Bonds are issued and secured. The proceeds of the Bonds will be used by the Borrower to refinance certain outstanding debt of the Borrower and to pay the costs of issuing the Bonds. There are risks associated with an investment in the Bonds, some of which are described under “BONDHOLDERS’ RISKS” herein. The Bonds are subject to redemption prior to maturity as described herein. THE BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY AND ARE PAYABLE SOLELY FROM THE SOURCES REFERRED TO IN THE INDENTURE PURSUANT TO WHICH SUCH BONDS ARE ISSUED AND SECURED, AND THE BONDS SHALL NOT BE OR BE DEEMED TO BE A GENERAL OBLIGATION OF THE AUTHORITY OR AN OBLIGATION OF CHESTER COUNTY, THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF. NEITHER CHESTER COUNTY, THE COMMONWEALTH OF PENNSYLVANIA NOR ANY POLITICAL SUBDIVISION THEREOF IS OR SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THE BONDS, AND NEITHER THE GENERAL CREDIT OF THE AUTHORITY NOR THE FAITH AND CREDIT OR TAXING POWER OF CHESTER COUNTY, THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO SUCH PAYMENT. THE AUTHORITY HAS NO TAXING POWER. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. Maturity Schedule on Inside Cover Page The Bonds are offered when, as and if issued by the Authority, subject to prior sale, withdrawal or modification of the offer without any notice, and to the approving opinion of Ballard Spahr LLP, Philadelphia, Pennsylvania, Bond Counsel. Certain legal matters will be passed upon by Lamb McErlane PC, West Chester, Pennsylvania, as counsel to the Authority; by Duane Morris LLP, Philadelphia, Pennsylvania, as counsel to the Borrower; and by McNees Wallace & Nurick LLC, Lancaster, Pennsylvania, as counsel to the Underwriter. It is expected that Bonds in definitive form will be delivered to DTC in New York, New York, on or about October __, 2017. The Bonds are subject to optional, mandatory and extraordinary optional redemption prior to maturity as described herein. The date of this Official Statement is October__, 2017. This is a Preliminary Official Statement and the information contained herein is subject to completion and amendment in a final Official Statement. The securities offered hereby may not be sold nor may offers to buy the securitiestime be acceptedthe Official Statement is delivered in final prior form. Under to the no circumstances will this Preliminary Official Statement constitute an offer to to sell buy, or and the solicitation shall hereby,not of anbe any offer in any jurisdiction sale of the securities offered solicitation or sale would be unlawful prior to registration qualification under the securities laws of any such jurisdiction. in which such offer, * Preliminary, subject to change. CHESTER COUNTY HEALTH AND EDUCATION FACILITIES AUTHORITY (Commonwealth of Pennsylvania) REVENUE BONDS (IMMACULATA UNIVERSITY PROJECT) SERIES 2017 MATURITY SCHEDULE Maturity Date Principal Interest (November 1) Amount Rate Yield Price CUSIP* * The above CUSIP (Committee on Uniform Securities Identification Procedures) numbers have been assigned by an organization not affiliated with the Authority, the College or the Underwriters, and such parties are not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers are included solely for the convenience of bondholders and no representation is made as to the correctness of such CUSIP numbers. CUSIP numbers assigned to securities may be changed during the term of such securities based on a number of factors including, but not limited to, the refunding or defeasance of such issue or the use of secondary market financial products. None of the Authority, the College or the Underwriters has agreed to, and there is no duty or obligation to, update this Official Statement to reflect any change or correction in the CUSIP numbers set forth above. CHESTER COUNTY HEALTH AND EDUCATION FACILITIES AUTHORITY BOARD OF AUTHORITY Dr. Thomas W. Clapper ....................................................................................................................... Chair Linda G. Trabucco ....................................................................................................................... Vice Chair Robert W. Thomas ....................................................................................................................... Vice Chair Arnold Kring .................................................................................................................................. Secretary Kathleen M. Pearse ........................................................................................................................ Treasurer W. Todd Reider ........................................................................ Assistant Secretary and Assistant Treasurer AUTHORITY SOLICITOR Lamb McErlane PC West Chester, Pennsylvania BOND COUNSEL Ballard Spahr LLP Philadelphia, Pennsylvania BORROWER Immaculata University Immaculata, Chester County, Pennsylvania COUNSEL TO THE BORROWER Duane Morris LLP Philadelphia. Pennsylvania TRUSTEE The Bank of New York Mellon Trust Company, N.A. Philadelphia, Pennsylvania UNDERWRITER Janney Montgomery Scott LLC Philadelphia, Pennsylvania UNDERWRITER'S COUNSEL McNees Wallace & Nurick LLC Lancaster, Pennsylvania IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME WITHOUT PRIOR NOTICE. __________________________________________ No dealer, broker, salesperson or other person has been authorized by the Authority, the Borrower or the Underwriter to give any information or to make any representations with respect to the Bonds other than those in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, and there shall not be a sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. Except for the information concerning the Authority, the information contained herein is not to be construed as a representation by the Authority. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibility to investors under the federal securities