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UPPER MOHAWK VALLEY REGIONAL WATER FINANCE AUTHORITY Water System Revenue Bonds, Series 2015

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UPPER MOHAWK VALLEY REGIONAL WATER FINANCE AUTHORITY Water System Revenue Bonds, Series 2015 NEW ISSUE--BOOK ENTRY ONLY RATING: Moody’s “A1” Standard & Poor’s “AA” (See “RATINGS” herein.) In the opinion of Norton Rose Fulbright US LLP, New York, New York, Bond Counsel, assuming continuous compliance with certain covenants described herein, interest on the Series 2015 Bonds will be excludable from gross income for federal income tax purposes under existing law, and interest on the Series 2015 Bonds will not be subject to the alternative minimum tax on individuals. In the further opinion of Bond Counsel, under existing law interest on the Series 2015 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 “Tax Matters” herein for a description of the opinion of Bond Counsel and certain other tax consequences. $24,450,000 UPPER MOHAWK VALLEY REGIONAL WATER FINANCE AUTHORITY Water System Revenue Bonds, Series 2015 Dated: Date of Delivery Due: April 1, as shown on the inside cover The Water System Revenue Bonds, Series 2015 of the Upper Mohawk Valley Regional Water Finance Authority (the “Finance Authority”) are hereinafter referred to as the “Series 2015 Bonds”. Interest on the Series 2015 Bonds will be payable on each April 1 and October 1 (each, an “Interest Payment Date”), commencing April 1, 2016. The Series 2015 Bonds will bear interest from the date of delivery and will be issued in authorized denominations of $5,000 or any integral multiple thereof. Principal of and premium, if any, and interest on the Series 2015 Bonds will be payable by The Bank of New York Mellon, as Trustee and Paying Agent, to the registered owners thereof as more fully described herein. The Series 2015 Bonds will be issued initially under the book-entry only system and will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Individual purchases of beneficial interests in the Series 2015 Bonds may only be made in such book-entry form (without certificates). So long as DTC or its nominee is the registered owner of the Series 2015 Bonds, payments to the principal of, redemption premium, if any, and interest on such Series 2015 Bonds will be made by wire transfer directly to DTC or its nominee. Disbursement of such payments to DTC participants is the responsibility of DTC and disbursement of such payments to the beneficial owners is the responsibility of DTC participants. See “DESCRIPTION OF THE SERIES 2015 BONDS – Book-Entry Only System” herein. The Series 2015 Bonds are subject to redemption prior to maturity as described herein. The Series 2015 Bonds are payable as to both principal and interest solely from the revenues of the regional water system (the “Regional System”), located in portions of Oneida and Herkimer Counties, New York, which is owned and operated by the Upper Mohawk Valley Regional Water Board, a public corporation which operates under the name “Mohawk Valley Water Authority” (and which is referred to herein as the “MVWA”). See “THE MVWA” herein. Such revenues have been assigned to the Finance Authority as described herein. The Series 2015 Bonds shall be on a parity with other outstanding Additional Parity Indebtedness heretofore or hereafter issued by the Finance Authority. See “SECURITY FOR THE SERIES 2015 BONDS” herein. The scheduled payment of principal and interest on the Series 2015 Bonds when due will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the Series 2015 Bonds by BUILD AMERICA MUTUAL ASSURANCE COMPANY. The Series 2015 Bonds are special obligations of the Finance Authority and are not a debt of the State of New York, any municipality within the State of New York or the MVWA and neither the State of New York, any such municipality nor the MVWA shall be liable thereon. The Finance Authority has no taxing power. The Series 2015 Bonds are offered when, as and if issued by the Finance Authority and received by the Underwriters and subject to the approval of legality by Norton Rose Fulbright US LLP, New York, New York, Bond Counsel. Certain legal matters will be passed upon for the Finance Authority by its counsel, Calli Calli & Cully, Utica, New York, and for the Underwriters by their counsel, Dentons US LLP, New York, New York. Environmental Capital LLC, New York, New York has acted as financial advisor to the Finance Authority. It is expected that the Series 2015 Bonds will be available for delivery to DTC in New York, New York on or about November 17, 2015. Stern Brothers & Co. Dated: October 30, 2015 $24,450,000 UPPER MOHAWK VALLEY REGIONAL WATER FINANCE AUTHORITY Water System Revenue Bonds, Series 2015 MATURITIES, AMOUNTS, INTEREST RATES, YIELDS AND CUSIPS $20,085,000 Serial Bonds Maturity April 1, Amount Interest Rate Yield CUSIP(1) 2017 $ 730,000 4.000% 0.540% 916091EA5 2018 750,000 4.000 0.790 916091EB3 2019 1,190,000 5.000 1.030 916091EC1 2020 1,245,000 5.000 1.280 916091ED9 2021 1,320,000 5.000 1.500 916091EE7 2022 865,000 5.000 1.770 916091EF4 2023 1,405,000 5.000 2.030 916091EG2 2024 1,470,000 5.000 2.240 916091EH0 2025 1,545,000 5.000 2.380 916091EJ6 2026 1,625,000 5.000 2.540* 916091EK3 2027 1,695,000 2.875 3.020 916091EL1 2028 3,445,000 3.000 3.100 916091EM9 2029 1,085,000 3.125 3.190 916091EN7 2030 555,000 3.200 3.300 916091EQ0 2031 570,000 3.250 3.350 916091ER8 2032 590,000 3.375 3.450 916091ES6 $1,910,000 3.70% Term Bond Maturing April 1, 2035 to Yield 3.800% CUSIP 916091ET4 $2,455,000 4.00% Term Bond Maturing April 1, 2045 to Yield 4.058% CUSIP 916091EP2 (1) CUSIP numbers have been assigned by an organization not affiliated with the Finance Authority or the MVWA and are included solely for the convenience of the holders of the Series 2015 Bonds. Neither the Finance Authority nor the MVWA are responsible for the selection or uses of these CUSIP numbers, nor is any representation made as to their correctness on the Series 2015 Bonds or as indicated above. * Priced at the stated yield to the April 1, 2025 optional redemption date at a redemption price of 100%. UPPER MOHAWK VALLEY REGIONAL WATER FINANCE AUTHORITY Officers and Members of the Board of Directors Vincent J. Gilroy, Jr., Chairman Thomas J. Nelson William Barry, Treasurer Eric Linder Joseph Silberlicht Executive Director Patrick J. Becher Counsel to the Finance Authority Calli Calli & Cully, Utica, New York Consulting Engineers to the Finance Authority O’Brien & Gere Engineers, Inc. Syracuse, New York Rate Consultant to the Finance Authority Amawalk Consulting Group LLC New York, New York Bond Counsel Norton Rose Fulbright US LLP New York, New York Financial Advisor Environmental Capital LLC New York, New York No purchaser, dealer, broker, salesperson or other person has been authorized to give any information or to make any representations, other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Series 2015 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. Certain information contained herein has been obtained from sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness and it is not to be construed as a representation by the Underwriters. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Finance Authority, the MVWA, or any municipality within the area served by the Regional System (as hereinafter defined) or the other matters described herein since the date hereof. Build America Mutual Assurance Company (“BAM”) makes no representation regarding the Series 2015 Bonds or the advisability of investing in the Series 2015 Bonds. In addition, BAM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding BAM, supplied by BAM and presented under the heading “BOND INSURANCE” and “Exhibit H – Specimen Municipal Bond Insurance Policy”. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of their responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS THAT MAY STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2015 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANYTIME. TABLE OF CONTENTS Page INTRODUCTION ........................................................................................................................................ 1 General .........................................................................................................................................1
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