THE OHIO UNIVERSITY Cusipno
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PRELIMINARY OFFICIAL STATEMENT DATED JANUARY 27, 2017 NEW ISSUE – BOOK ENTRY ONLY Rating: Moody’s: Aa3 S&P: A+ (See “RATINGS” herein) In the opinion of Dinsmore & Shohl LLP, Bond Counsel, under existing law (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the Series 2017A Bonds is excludible 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 under the Internal Revenue Code of 1986, as amended, and (ii) the Series 2017A Bonds, the transfer thereof, and the income therefrom, including any profit made on the sale thereof, are free from all Ohio state and local taxation, except the estate tax, the domestic insurance company tax, the dealers in intangibles tax, the tax levied on the basis of the total equity capital of financial institutions, and the net worth base of the corporate franchise tax. Interest on the Series 2017A Bonds may be subject to certain federal taxes imposed only on certain corporations, including the corporate alternative minimum tax on a portion of that interest. See “TAX EXEMPTION” herein. $148,295,000* THE OHIO UNIVERSITY (A State University of Ohio) General Receipts Bonds, Series 2017A Dated: Date of Initial Delivery Due: December 1, as shown below The $148,295,000* The Ohio University (A State University of Ohio) General Receipts Bonds, Series 2017A (the “Series 2017A Bonds”) are special obligations of The Ohio University (the “University”) pursuant to certain resolutions of the Board of Trustees of the University and a Trust Agreement dated as of May 1, 2001 (the “Master Trust Agreement”), as supplemented to date and as further supplemented by the Fourteenth Supplemental Trust Agreement dated as of March 1, 2017 (the “Fourteenth Supplemental Trust Agreement,” and together with the Master Trust Agreement as supplemented, the “Trust Agreement”), each between the University and U.S. Bank National Association, Cleveland, Ohio, as Trustee (the “Trustee”). The proceeds of the Series 2017A Bonds will be used to finance and refinance the costs of capital facilities of the University and to pay costs of issuance. See “PLAN OF FINANCING.” The Series 2017A Bonds are not obligations of the State of Ohio, and are not general obligations of the University, and the full faith and credit of the University is not pledged to their payment. The owners of the Series 2017A Bonds shall have no right to have any excises or taxes levied by the Ohio General Assembly for the payment of the principal of and interest on the Series 2017A Bonds. Principal and interest will be payable to the registered owner (initially, The Depository Trust Company or its nominee (“DTC”)), the principal on presentation and surrender to the Trustee, and interest transmitted on each June 1 and December 1, beginning June 1, 2017. The Series 2017A Bonds will be originally issued only as fully registered bonds, one for each maturity bearing the same interest rate, under a book‑entry only method, and will be registered initially in the name of DTC. The Series 2017A Bonds will be issued in denominations of $5,000 or any multiple of $5,000 in excess thereof. There will be no distribution of Series 2017A Bonds to the ultimate purchasers. The Series 2017A Bonds in book‑entry form will not be transferable or exchangeable, except for transfer to another nominee of DTC or as otherwise described in this Official Statement. See “APPENDIX C – BOOK‑ENTRY SYSTEM; DTC.” The Series 2017A Bonds are subject to optional and mandatory redemption prior to maturity, as provided herein.* See “SUMMARY OF CERTAIN TERMS OF THE SERIES 2017A BONDS – Redemption Prior to Maturity” herein. PRINCIPAL MATURITY SCHEDULE* $35,915,000* SERIES 2017A SERIAL BONDS December 1 Interest December 1 Interest Year Amount* Rate Yield CUSIP No.† Year Amount* Rate Yield CUSIP No.† 2017 $2,475,000 2027 $1,125,000 2018 2,385,000 2028 1,175,000 2019 2,475,000 2029 1,235,000 2020 2,590,000 2030 1,295,000 2021 2,715,000 2031 1,360,000 2022 2,855,000 2032 1,435,000 2023 3,000,000 2033 1,510,000 2024 3,155,000 2034 965,000 2025 1,020,000 2035 1,015,000 2026 1,065,000 2036 1,065,000 $112,380,000* SERIES 2017A TERM BOND $112,380,000* – ____% Term Bonds due December 1, 2047 Yield ____% CUSIP No. _____________† This Cover includes certain information for quick reference only. It is not a summary of the bond issue. Investors should read the entire Official Statement to obtain information as a basis for making informed investment judgments. The Series 2017A Bonds are offered when, as and if issued by the University and accepted by the Underwriters, subject to the opinion on certain legal matters relating to their issuance by Dinsmore & Shohl LLP, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon by John Biancamano, Esq., an Assistant Attorney General and general counsel for the University. Certain legal matters will be passed upon for the Underwriters by their counsel, Squire Patton Boggs (US) LLP. Prager & Co., LLC is acting as municipal advisor to the University. The Series 2017A Bonds in definitive form are expected to be available for delivery to DTC in New York, New York, on or about March 1, 2017. Goldman, Sachs & Co. Barclays The Huntington Investment Company PNC Capital Markets LLC The date of this Official Statement is February __, 2017, and the information speaks only as of that date * Preliminary; subject to change. † This Preliminary Official Statement and the information contained herein are subject to change, completion or amendment without notice. These securities may not be sold nor may offers to buy be accepted prior be accepted buy the Official time to the to offers may not be sold nor These securities may This Preliminary amendment without notice. or completion herein are subject to change, contained information Official Statement and the any sale of these securitiesany jurisdiction nor shall there be in in which such buy, to any offer Under no circumstances shall this Preliminary to sell or the solicitation of Official Statement constitute an offer form. in final Statement is delivered such jurisdiction. prior of any or qualification under the securities to registration be unlawful laws solicitation or sale would offer, See inside cover REGARDING USE OF THIS OFFICIAL STATEMENT This Official Statement does not constitute an offering of any security other than the original offering of the Series 2017A Bonds identified on the cover hereof. No dealer, broker, salesman or other person has been authorized by the University to give any information or to make any representation, 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 by the University. 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 2017A Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. This Official Statement speaks only of its date, and the information contained herein is subject to change. The information and descriptions in this Official Statement do not purport to be comprehensive or definitive. Statements regarding specific documents, including the Trust Agreement and the Series 2017A Bonds, are summaries and subject to the detailed provisions of those documents and are qualified in their entirety by reference to the appropriate document, copies of which will be made available upon request for examination at the offices of the Underwriters during the initial offering of the Bonds and thereafter at the designated corporate trust office of the Trustee. 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 a part of, their responsibilities 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. Upon issuance, the Series 2017A Bonds will not be registered by the University under any federal or 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, municipal or other governmental entity or agency, except the University will have, at the request of the University, passed upon the accuracy or adequacy of this Official Statement or approved the Series 2017A Bonds for sale. All financial and other information presented in this Official Statement has been provided by the University from its records, except for information expressly attributed to other sources. The presentation of information, including tables of receipts from appropriations, fees and other sources, is intended to show recent historic information, and is not intended to indicate future or continuing trends in the financial position or other affairs of the University. Insofar as the statements contained in this Official Statement involve matters of opinion or estimates, even if not expressly stated as such, such statements are made as such and not as representations of fact or certainty, no representation is made that any of such statements have been or will be realized, and such statements should be regarded as suggesting independent investigation or consultation of other sources prior to the making of investment decisions. Neither the University's independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information and preliminary data contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information and preliminary data.