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Junior Revenue Bonds Series 2019D

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Junior Revenue Bonds Series 2019D NEW ISSUE – BOOK ENTRY ONLY Moody’s: Aa1/VMIG 1 ® Fitch: AA+/F1+ (See “Ratings” herein) $300,000,000 BATTERY PARK CITY AUTHORITY Junior Revenue Bonds Series 2019D (Adjustable Rate Bonds) $150,000,000 $150,000,000 Junior Revenue Bonds Junior Revenue Bonds Subseries 2019D-1 Subseries 2019D-2 Dated: Date of Delivery Due: November 1, 2038 Price: 100% Purpose The proceeds of the above captioned bonds (collectively, the “Series 2019D Junior Bonds”), together with other moneys of the Battery Park City Authority, doing business as Hugh L. Carey Battery Park City Authority (the “Authority”), will be used: (1) to refund certain outstanding junior lien variable rate indebtedness of the Authority; and (2) to pay costs of issuance of the Series 2019D Junior Bonds. Tax Exemption In the opinion of Hawkins Delafield & Wood LLP, Bond Counsel to the Authority, under existing statutes and court decisions and assuming continuing compliance with certain tax covenants described herein, (i) interest on the Series 2019D Junior Bonds is excluded from gross income for Federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) interest on the Series 2019D Junior Bonds is not treated as a preference item in calculating the alternative minimum tax under the Code. In addition, Bond Counsel is of the opinion that under existing statutes, interest on the Series 2019D Junior 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 regarding certain other tax considerations. Interest Interest on the Series 2019D Junior Bonds will bear interest initially at the Weekly Rate. The initial Weekly Rate will be determined by the Underwriter on the day prior to initial delivery of the Series 2019D Junior Bonds and thereafter the Weekly Rate shall be determined each Thursday by the respective Remarketing Agent for each subseries of the Series 2019D Junior Bonds. Interest terms of the Series 2019D Junior Bonds, including Interest Rate Modes and Interest Payment Dates, are described herein. Redemption The Series 2019D Junior Bonds are subject to redemption prior to maturity as described herein. Tender The Series 2019D Junior Bonds are subject to optional and mandatory tender under the circumstances described herein. Payment of the Purchase Price of each respective subseries of the Series 2019D Junior Bonds tendered for purchase as described herein and not successfully remarketed or with respect to which remarketing proceeds are not timely received by The Bank of New York Mellon, as tender agent (the “Tender Agent”), will be made pursuant and subject to the terms of two separate Standby Bond Purchase Agreements with respect to each subseries, each dated as of August 1, 2019 (each, a “Liquidity Facility” and, collectively, the “Liquidity Facilities”), each between the Authority and TD Bank, N.A. (the “Bank”), the Liquidity Provider for the Series 2019D Junior Bonds. Each Liquidity Facility is scheduled to terminate on August 6, 2024, unless extended or terminated earlier pursuant to its terms. See “DESCRIPTION OF THE SERIES 2019D JUNIOR BONDS — Liquidity Facilities.” Each Liquidity Facility is subject to immediate termination or suspension without notice to bondholders upon the occurrence of certain events, as described herein. See “DESCRIPTION OF THE SERIES 2019D JUNIOR BONDS — Liquidity Facilities.” Security THE SERIES 2019D JUNIOR BONDS ARE SPECIAL OBLIGATIONS OF THE AUTHORITY, WHICH HAS NO TAXING POWER, AND ARE NOT A DEBT OR LIABILITY OF THE STATE OF NEW YORK OR THE CITY OF NEW YORK. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF NEW YORK OR THE CITY OF NEW YORK IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, OR INTEREST ON, THE SERIES 2019D JUNIOR BONDS, NOR ARE THE SERIES 2019D JUNIOR BONDS “MORAL OBLIGATION” BONDS SECURED BY A DEBT SERVICE OR OTHER RESERVE FUND FOR WHICH STATUTORY PROVISION FOR THE APPROPRIATION OF FUNDS HAS BEEN MADE. The Series 2019D Junior Bonds will constitute Junior Bonds (as defined in the General Bond Resolution, adopted by the Authority on September 9, 2003 (the “General Resolution”)), and will be secured by the Collateral on a basis junior to all Senior Bonds and on a parity with all other Junior Bonds, now or hereafter secured under the General Resolution, and senior to all Subordinate Payments (each as defined in the General Resolution). See “APPENDIX B” referenced in “INCLUSION BY SPECIFIC REFERENCE” Concurrently with the issuance of the Series 2019D Junior Bonds, the Authority expects to issue its $150,000,000 aggregate principal amount of Junior Revenue Bonds, Series 2019E (the “Series 2019E Junior Bonds”) the proceeds of which will be used to refund certain outstanding junior lien variable rate indebtedness of the Authority. The Series 2019E Junior Bonds will not be publicly offered. In addition, concurrently with the issuance of the Series 2019D Junior Bonds, the Authority expects to issue its $72,765,000 aggregate principal amount of Senior Revenue Bonds, Series 2019A (Sustainability Bonds), $146,510,000 aggregate principal amount of Senior Revenue Bonds, Series 2019B, and $3,570,000 aggregate principal amount of Senior Revenue Bonds, Series 2019C (Federally Taxable) (Sustainability Bonds) (collectively, the “Series 2019 Senior Bonds”), the proceeds of which will be used to finance certain sustainable projects, infrastructure projects and discrete infrastructure projects of the Authority and to refund certain outstanding indebtedness of the Authority. The Series 2019 Senior Bonds will be offered under a separate official statement. Denominations $100,000 or integral multiples thereof. Bond Counsel Hawkins Delafield & Wood LLP. Underwriter’s Counsel Katten Muchin Rosenman LLP. Trustee & Paying Agent The Bank of New York Mellon. Book-Entry System The Depository Trust Company. See “INCLUSION BY SPECIFIC REFERENCE — APPENDIX H.” Delivery The Series 2019D Junior Bonds are offered when, as and if issued and received by the Underwriter, subject to certain conditions. It is expected that the Series 2019D Junior Bonds will be available for delivery to DTC on or about August 6, 2019. MORGAN STANLEY Official Statement dated July 24, 2019. $300,000,000 BATTERY PARK CITY AUTHORITY Junior Revenue Bonds Series 2019D (Adjustable Rate Bonds) $150,000,000 $150,000,000 Junior Revenue Bonds Junior Revenue Bonds Subseries 2019D-1 Subseries 2019D-2 Interest Rate Mode at Delivery: Weekly Interest Rate Mode at Delivery: Weekly First Interest Payment Date: 9/3/2019 First Interest Payment Date: 9/3/2019 Liquidity Facility Provider: TD Bank, N.A. Liquidity Facility Provider: TD Bank, N.A. Scheduled Expiration Date: 8/6/2024 Scheduled Expiration Date: 8/6/2024 Remarketing Agent: Morgan Stanley & Co. LLC Remarketing Agent: TD Securities (USA) LLC CUSIP1 Number: 07133A JB9 CUSIP1 Number: 07133A JC7 1 CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (“CGS”) is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright® 2018 CUSIP Global Services. All rights reserved. CUSIP® data herein are provided by CGS. These data are not intended to create a database and do not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the Authority, the Underwriter or their agents or counsel assume responsibility for the accuracy of such numbers. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2019D Junior Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series 2019D Junior Bonds. RATE PERIOD TABLE FOR THE SERIES 2019D JUNIOR BONDS(1) DAILY RATE TWO-DAY RATE WEEKLY RATE Interest Payment Date First Business Day of First Business Day of each First Business Day of each each calendar month calendar month calendar month Record Date Business Day preceding Business Day preceding Business Day preceding each each Interest Payment each Interest Payment Date Interest Payment Date Date Reset Date Not later than 10:00 Not later than 10:00 a.m. on Not later than 10:00 a.m. on a.m. on each Business the first day of the Rate the first day of the Rate Period Day Period and, thereafter, on each Monday, Wednesday and Friday that is a Business Day Rate Periods Commencing on one Commencing on a Monday, The Rate Period will be a Business Day and Wednesday or Friday that is period of seven days extending to, but not a Business Day and beginning on Thursday or including, the next extending to, but not another day of the week succeeding Business including, the next day on specified therefor Day which a Two-Day Rate is required to be reset Notice Period for Written notice not later Written notice by 3:00 p.m. Written notice by 5:00 p.m. Optional Tenders than 10:30 a.m. on the on a Business Day not less on a Business Day not less Optional Tender Date than two Business Days than seven days prior to the prior to the Optional Tender Optional Tender Date Date Optional Tender Date On any Business Day not On any Business Day not On any Business Day not later and Time later than later than 1:00 p.m. than 1:00 p.m. 1:00 p.m. Payment Date for Not later than 3:00 Not later than 3:00 p.m. on Not later than 3:00 p.m. on the Tendered Bonds p.m.
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