Honorable Bill Lockyer Treasurer of the State of California Banc Of
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NEW ISSUE - BOOK-ENTRY ONLY Moody’s : “Aa3” (See “RATING” herein) In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Authority, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. See “TAX MATTERS” herein. $72,485,000 CALIFORNIA EDUCATIONAL FACILITIES AUTHORITY Revenue Bonds (Santa Clara University) Series 2008 Dated: Date of Initial Delivery Due: April 1, as shown on the inside cover The Bonds are issuable as fully-registered bonds registered in the name of a nominee of The Depository Trust Company (“DTC”), which will act as securities depository for the Bonds. Purchases of the Bonds may be made in book-entry form only, through brokers and dealers who are, or who act through, DTC Participants. Beneficial owners of the Bonds will not receive physical delivery of bond certificates. Payments of the principal of, premium, if any, and interest on the Bonds will be made to DTC by U.S. Bank National Association, as trustee (the “Trustee”). Disbursement of payments to DTC Participants is the responsibility of DTC and disbursement of payments to the beneficial owners is the responsibility of DTC Participants. See Appendix C – “BOOK-ENTRY SYSTEM.” Interest on the Bonds is payable semiannually on April 1 and October 1 of each year, commencing April 1, 2009. The Bonds are subject to optional and mandatory redemption prior to their respective stated maturities as described herein. The Bonds are being issued by the California Educational Facilities Authority (the “Authority”), which will loan the proceeds to The President and Board of Trustees of Santa Clara College, doing business as SANTA CLARA UNIVERSITY (the “University”) pursuant to a Loan Agreement to provide funds which the University will use to (i) refinance certain outstanding indebtedness of the University, (ii) finance the construction, renovation, remodeling, furnishing and equipping of certain educational facilities of the University and (iii) pay costs incurred in connection with the issuance of the Bonds, all as more fully described herein. (See “PLAN OF FINANCE,” “ESTIMATED SOURCES AND USES OF PROCEEDS,” and “THE PROJECT” herein.) THE BONDS DO NOT CONSTITUTE A DEBT OR LIABILITY OF THE STATE OF CALIFORNIA (THE “STATE”) OR OF ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE AUTHORITY, BUT SHALL BE PAYABLE SOLELY FROM THE FUNDS PROVIDED THEREFOR BY THE UNIVERSITY. NEITHER THE STATE NOR THE AUTHORITY SHALL BE OBLIGATED TO PAY THE PRINCIPAL, PREMIUM (IF ANY) OR INTEREST ON THE BONDS, EXCEPT FROM THE FUNDS PROVIDED UNDER THE LOAN AGREEMENT AND INDENTURE, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OR OF ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM (IF ANY) OR INTEREST ON THE BONDS. THE ISSUANCE OF THE BONDS SHALL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE STATE OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT. THE AUTHORITY HAS NO TAXING POWER. This cover page contains certain information for quick reference only. It is not intended to be 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 front cover) The Bonds are offered when, as and if issued by the Authority and accepted by the Underwriter subject to the approval of legality by Orrick, Herrington & Sutcliffe LLP, Bond Counsel, and subject to certain other conditions. Certain legal matters will be passed upon for the Underwriter by Stradling Yocca Carlson & Rauth, a Professional Corporation, San Francisco, California, for the Authority by the Attorney General of the State of California, and for the University by its General Counsel. It is expected that the Bonds will be available for delivery to DTC in New York, New York on or about December 11, 2008. Honorable Bill Lockyer Treasurer of the State of California Banc of America Securities LLC Dated: November 25, 2008 MATURITY SCHEDULE Base CUSIP©: 130178 $46,105,000 Serial Bonds Maturity Principal Interest Maturity Principal Interest April 1 Amount Rate Yield CUSIP© April 1 Amount Rate Yield CUSIP© 2009 $1,725,000 4.000% 1.100% QV1 2019 $2,240,000 5.000% 4.810%(1) RF5 2010 1,505,000 4.000 2.460 QW9 2020 2,350,000 5.000 5.020 RG3 2011 1,565,000 4.000 2.720 QX7 2021 2,465,000 5.000 5.160 RH1 2012 1,630,000 4.000 3.080 QY5 2022 2,590,000 5.125 5.260 RJ7 2013 1,690,000 4.000 3.330 QZ2 2023 2,720,000 5.250 5.340 RN8 2014 1,760,000 4.000 3.550 RA6 2024 2,865,000 5.250 5.430 RP3 2015 1,835,000 5.000 3.780 RB4 2025 3,015,000 5.375 5.520 RQ1 2016 1,925,000 5.000 4.030 RC2 2026 3,180,000 5.500 5.600 RR9 2017 2,020,000 5.500 4.310 RD0 2027 3,355,000 5.500 5.660 RS7 2018 2,130,000 5.000 4.550 RE8 2028 3,540,000 5.500 5.670 RK4 $13,065,000 5.500% Term Bonds due April 1, 2033 Yield 5.870% CUSIP© RL2 $13,315,000 5.625% Term Bonds due April 1, 2037 Yield 5.950% CUSIP© RM0 (1) Yield to call at par on April 1, 2018. © Copyright 2008, American Bankers Association. CUSIP data herein is provided by Standard & Poor’s, CUSIP Services Bureau, a division of The McGraw-Hill Companies, Inc., and is set forth herein for convenience of reference only. This Official Statement does not constitute an offer to sell the Bonds in any jurisdiction in which or to any person to whom it is unlawful to make such an offer. No dealer, salesperson or other person has been authorized by the California Educational Facilities Authority (the “Authority”), the University or Banc of America Securities LLC (the “Underwriter”) to give any information or to make any representations, other than those contained herein, in connection with the offering of the Bonds and, if given or made, such information or representations must not be relied upon. The information set forth herein under the captions “THE AUTHORITY” and “ABSENCE OF MATERIAL LITIGATION” (solely as it relates to the Authority) has been obtained from the Authority. All other information set forth herein has been obtained from the University and other sources (other than the Authority) which are believed to be current and reliable, but 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 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. Estimates and opinions are included and should not be interpreted as statements of fact. Summaries of documents do not purport to be complete statements of their provisions. 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 Authority or the University since the date hereof. ______________________________ IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT 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. ______________________________ (THIS PAGE INTENTIONALLY LEFT BLANK) TABLE OF CONTENTS Page INTRODUCTION.........................................................................................................................................................1 The Bonds .......................................................................................................................................................1 Book-Entry System .........................................................................................................................................1 Purposes ..........................................................................................................................................................1 Sources of Payment of the Bonds....................................................................................................................2 The University.................................................................................................................................................2 Financial Condition of the University .............................................................................................................2 Covenants of the University ............................................................................................................................2