BUILD NYC RESOURCE CORPORATION Ax (THE CHAPINSCHOOL,LTD.PROJECT), M Atters REVENUE REFUNDINGBONDS ” Hereinregardingcertainothertaxconsiderations
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PRELIMINARY OFFICIAL STATEMENT DATED DECEMBER 15, 2017 NEW ISSUE — Book-Entry Only RATING: AA- See “RATING” herein. In the opinion of Nixon Peabody LLP, Bond Counsel, under existing law and assuming compliance with the tax covenants described herein, and the accuracy of certain representations and certifications made by the Issuer and the Institution described herein, interest on the Bonds is excluded from gross income for Federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”). Bond Counsel is also of the opinion that such interest is not treated as a preference item in calculating the alternative minimum tax imposed under the Code with respect to individuals and corporations. As further described under “TAX MATTERS” herein, legislation is pending in Congress that would significantly change individual and corporate income tax rates and repeal the alternative minimum tax for tax years after 2017. Bond Counsel is further of the opinion that interest on the Bonds is exempt from personal income taxes imposed by the State of New York or any political subdivision of the State of New York, including The City of New York, assuming compliance with tax covenants and the accuracy of the representations and certifications described herein. See T“ AX MATTERS” herein regarding certain other tax considerations. $25,000,000* BUILD NYC RESOURCE CORPORATION REVENUE REFUNDING BONDS (THE CHAPIN SCHOOL, LTD. PROJECT), SERIES 2017 Dated: Date of Delivery Due: As shown below The Bonds are issuable by Build NYC Resource Corporation (the “Issuer”) only in fully registered form in the denomination of $5,000, or any integral multiple thereof, and will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company (“DTC”). Purchases of the Bonds will be made in book-entry only form. See “BOOK-ENTRY ONLY SYSTEM” herein. Interest on the Bonds will be payable by The Bank of New York Mellon, as trustee for the Bonds (the “Trustee”), on each May 1 and November 1, commencing May 1, 2018. The Bonds are subject to optional redemption, extraordinary optional redemption and mandatory redemption, and to purchase in lieu of optional redemption, as described herein. The Bonds are being issued for the benefit of The Chapin School, LTD., a New York not-for-profit education corporation (the “Institution”), pursuant to an Indenture of Trust dated as of December 1, 2017 (the “Indenture”) between the Issuer and the Trustee in order to provide the funds required to advance refund a portion of the Issuer’s outstanding Revenue Bonds (The Chapin School, LTD. Project), Series 2016 (the “Prior Bonds”), to finance or refinance the costs of a certain capital project and to pay certain costs of issuing the Bonds. The Prior Bonds were issued on August 24, 2016 to finance or refinance the costs of such capital project, and pay certain costs of issuing the Prior Bonds, as more fully described herein. The proceeds from the sale of the Bonds are being loaned to the Institution pursuant to a Loan Agreement, dated as of December 1, 2017 (the “Loan Agreement”), between the Issuer and the Institution. The Institution will be obligated under the Loan Agreement and a Promissory Note to make payments sufficient to pay the principal or Redemption Price of, and interest on, the Bonds, as and when the same become due. Pursuant to the Indenture, the Issuer will assign to the Trustee substantially all of its right, title and interest in and to the Loan Agreement (except for the Issuer’s Reserved Rights) and the Promissory Note, including all rights to receive the payments of principal or Redemption Price of, and interest on, the Bonds to be made by the Institution pursuant to the Loan Agreement and the Promissory Note. The Loan Agreement and the Promissory Note will be unsecured obligations of the Institution on a parity with the obligations of the Institution under the loan agreement and promissory note relating to the Prior Bonds to remain outstanding. THE BONDS ARE SPECIAL LIMITED REVENUE OBLIGATIONS OF THE ISSUER, PAYABLE AS TO PRINCIPAL, REDEMPTION PRICE AND INTEREST SOLELY FROM THE PAYMENTS MADE BY THE INSTITUTION UNDER THE LOAN AGREEMENT AND THE PROMISSORY NOTE, AND FROM THE TRUST ESTATE (AS HEREINAFTER DEFINED). NEITHER THE STATE OF NEW YORK (THE “STATE”) NOR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY OF NEW YORK (THE “CITY”), SHALL BE OBLIGATED TO PAY THE PRINCIPAL OR REDEMPTION PRICE OF, OR THE INTEREST ON, THE BONDS. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY, IS PLEDGED TO SUCH PAYMENT OF THE BONDS. THE BONDS WILL NOT BE PAYABLE OUT OF ANY FUNDS OF THE ISSUER OTHER THAN THOSE PLEDGED THEREFOR PURSUANT TO THE INDENTURE. THE BONDS WILL NOT GIVE RISE TO A PECUNIARY LIABILITY OR CHARGE AGAINST THE CREDIT OR TAXING POWERS OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY. NO RECOURSE WILL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OR REDEMPTION PRICE OF, OR THE INTEREST ON, THE BONDS AGAINST ANY MEMBER, OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE ISSUER. THE ISSUER HAS NO TAXING POWER. $25,000,000* ____% Bonds due November 1, 2047* – Yield _____% CUSIP†: 12008E___ The Bonds are offered, when, as and if issued and accepted by the Underwriter, subject to the approval of legality by Nixon Peabody LLP, New York, New York, Bond Counsel to the Issuer, and certain other conditions. Certain legal matters will be passed upon for the Issuer by its General Counsel, and for the Institution by its special counsel, Orrick, Herrington & Sutcliffe LLP, New York, New York. Certain legal matters will be passed upon for the Underwriter by its counsel, Squire Patton Boggs (US) LLP, New York, New York. It is expected that delivery of the Bonds will take place through the facilities of DTC on or about December __, 2017. Morgan Stanley The date of this Official Statement is December __, 2017. * Preliminary, subject to change. † CUSIP numbers have been assigned by an independent company not affiliated with the Issuer and are included solely for the convenience of the holders of the Bonds. None of the Issuer, the Institution or the Underwriter is responsible for the selection or uses of the CUSIP numbers and no representation is made as to their correctness on the Bonds or as indicated above. CUSIP numbers are subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the Bonds or as a result of the procurement of secondary This Preliminary Official Statement and the information contained herein are subject to change, completion or amendment without notice. Under no circumstances shall this Preliminary to sell or the Official Statement constitute an offer This Preliminary completion or amendment without notice. contained herein are subject to change, Official Statement and the information such jurisdiction. prior of any or qualification under the securities to registration be unlawful laws solicitation or sale would jurisdiction in any in which such offer, sale of the Bonds, nor shall there be any to buy, solicitation of an offer market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of the Bonds. REGARDING THIS OFFICIAL STATEMENT The information set forth herein has been obtained from the Issuer, the Institution and other sources which are believed to be reliable. As to information from the Institution, it is to be construed as a representation by the Institution and not by the Issuer. The information contained in this Official Statement is subject to change without notice, and neither the delivery of this Official Statement nor any sale hereunder shall under any circumstances create any implication that there has been no change in the information or opinions stated herein or in the affairs of the Issuer or the Institution since the date hereof. The Issuer has provided the information set forth under the headings “THE ISSUER” and “ABSENCE OF LITIGATION—The Issuer” and makes no representation, warranty or certification as to the adequacy or accuracy of the information set forth anywhere else in this Official Statement. 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 responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information and this Official Statement is not to be construed as the promise or guarantee of the Underwriter. IN CONNECTION WITH THE OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER AND ITS AFFILIATES MAY ALSO COMMUNICATE INDEPENDENT INVESTMENT RECOMMENDATIONS, MARKET COLOR OR TRADING IDEAS AND/OR PUBLISH OR EXPRESS INDEPENDENT RESEARCH VIEWS IN RESPECT OF THE BONDS AND MAY AT ANY TIME HOLD, OR RECOMMEND TO CLIENTS THAT THEY SHOULD ACQUIRE, LONG AND/OR SHORT POSITIONS IN SUCH BONDS. The order and placement of material in this Official Statement, including its appendices, are not to be deemed a determination of relevance, materiality or importance, and all material in this Official Statement, including the appendices, must be considered in its entirety. The contents of this Official Statement are not to be construed as legal, business or tax advice.