The Pinkerton Academy GEORGE K. BAUM & COMPANY BOFA
Total Page:16
File Type:pdf, Size:1020Kb
NEW ISSUE RATING: Moody’s: A2 See “Rating” herein. 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 2010B Bonds and Series 2010C Bonds (collectively, the “Tax- Exempt 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”); (ii) interest on the Tax-Exempt Bonds is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; (iii) interest on the Series 2010B Bonds is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations; and (iv) interest on the Series 2010C Bonds is not included in the adjusted current earnings of corporations for purposes of calculating the alternative minimum tax. Interest on the Series 2010A Bonds is included in gross income for Federal income tax purposes pursuant to the Code. In the opinion of Bond Counsel, under existing statutes, the Bonds, their transfer and the income therefrom, including any profit made on the sale thereof, will be exempt from taxes directly imposed thereon by the State of New Hampshire and the municipalities and other political subdivisions of the State of New Hampshire. See “Tax Matters - Tax Exempt Bonds” and “Tax Matters - Taxable Bonds” herein. New Hampshire Health and Education Facilities Authority $2,320,000 $11,850,000 $24,210,000 Revenue Bonds Revenue Bonds Revenue Bonds Pinkerton Academy Issue Pinkerton Academy Issue Pinkerton Academy Issue Series 2010A (Federally Taxable) Series 2010B Series 2010C Dated: Date of Delivery Due: June 1, as shown on inside front cover The New Hampshire Health and Education Facilities Authority (the “Authority”) is issuing its $2,320,000 Revenue Bonds, Pinkerton Academy Issue, Series 2010A (Federally Taxable) (the “Series 2010A Bonds”), its $11,850,000 Revenue Bonds, Pinkerton Academy Issue, Series 2010B (the “Series 2010B Bonds”), and its $24,210,000 Revenue Bonds, Pinkerton Academy Issue, Series 2010C (the “Series 2010C Bonds” and, collectively with the Series 2010A Bonds and the Series 2010B Bonds, the “Series 2010 Bonds”). The Series 2010 Bonds are issuable only as fully registered bonds in denominations of $5,000 and integral multiples thereof. Interest on the Series 2010 Bonds from their date of delivery is payable on each June 1 and December 1, commencing June 1, 2010. The Series 2010 Bonds will initially be maintained in book-entry form registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), to which payments of principal of, premium, if any, and interest on, the Series 2010 Bonds will be made by U.S. Bank National Association, Boston, Massachusetts, as Bond Trustee (the “Bond Trustee”). Individual purchases will be made in book-entry form only. Purchasers of Series 2010 Bonds will not receive physical delivery of bond certificates. So long as Cede & Co. is the registered owner, as nominee of DTC, references herein to the registered owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners (hereinafter defined) of the Series 2010 Bonds. So long as DTC and its nominee, Cede & Co., is the registered owner, payments on the Series 2010 Bonds will be made directly to Cede & Co. Disbursement of such payments to DTC’s Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC’s Direct Participants and DTC’s Indirect Participants, as more fully described herein. See “The Series 2010 Bonds — Book-Entry Only System” herein. The Series 2010 Bonds are subject to redemption prior to maturity, as described herein. The Series 2010 Bonds are special obligations of the Authority payable solely from the sources of revenue pledged and assigned therefor by the Authority pursuant to the Bond Indenture (herein defined). Payments to be applied to debt service on the Series 2010 Bonds will be received by the Authority pursuant to the Loan Agreement, dated as of April 1, 2010 (the “Agreement”), between the Authority and The Pinkerton Academy (the “Institution”) described herein. The Agreement is a full faith and credit unsecured general obligation of The Pinkerton Academy THE SERIES 2010 BONDS ARE SPECIAL OBLIGATIONS OF THE AUTHORITY. NEITHER THE STATE OF NEW HAMPSHIRE NOR ANY MUNICIPALITY OR POLITICAL SUBDIVISION THEREOF SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2010 BONDS, EXCEPT FROM THE REVENUES AND SOURCES DESCRIBED HEREIN. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF NEW HAMPSHIRE OR OF ANY MUNICIPALITY OR OTHER POLITICAL SUBDIVISION OF SUCH STATE IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2010 BONDS. THE AUTHORITY HAS NO TAXING POWER. The Series 2010 Bonds are offered by the Underwriters set forth below (the “Underwriters”), when, as and if issued, subject to prior sale, to withdrawal or modification of the offer without notice, and to the approval of legality by Hawkins Delafield & Wood LLP, New York, New York, Bond Counsel to the Authority. Certain legal matters will be passed upon by Orr & Reno, Professional Association, Concord, New Hampshire, special counsel to the Authority, and Wadleigh, Starr & Peters, P.L.L.C., Manchester, New Hampshire, counsel to the Institution. In addition, certain legal matters will be passed upon for the Underwriters by Hinckley, Allen & Snyder LLP, Concord, New Hampshire. It is expected that the Series 2010 Bonds in definitive form will be available for delivery to the Underwriters in Boston, Massachusetts on or about May 3, 2010. GEORGE K. BAUM & COMPANY BOFA MERRILL LYNCH Dated: April13, 2010 NEW HAMPSHIRE HEALTH AND EDUCATION FACILITIES AUTHORITY $2,320,000 $11,850,000 $24,210,000 Revenue Bonds Revenue Bonds Revenue Bonds Pinkerton Academy Issue Pinkerton Academy Issue Pinkerton Academy Issue Series 2010A (Federally Taxable) Series 2010B Series 2010C SERIES 2010A BONDS MATURITY SCHEDULE Maturity Date Principal Interest (June 1) Amount Rate Yield Price CUSIP Number1 2012 $1,005,000 2.000% 2.350% 99.293% 644614 D63 2013 1,025,000 2.750% 3.150% 98.833% 644614 D71 2014 290,000 3.600% 3.600% 100.000% 644614 D89 SERIES 2010B BONDS MATURITY SCHEDULE Maturity Date Principal Interest (June 1) Amount Rate Yield Price CUSIP Number 2014 $765,000 3.000% 2.420% 102.238% 644614 D97 2015 1,090,000 3.000% 2.750% 101.175% 644614 E21 2016 1,120,000 4.000% 3.200% 104.384% 644614 E39 2017 1,165,000 4.000% 3.530% 102.918% 644614 E47 2018 1,215,000 3.500% 3.780% 98.064% 644614 E54 2019 1,255,000 3.750% 3.970% 98.334% 644614 E62 2020 1,300,000 5.000% 4.090% 107.451% 644614 E70 2021 1,365,000 4.000% 4.240% 97.893% 644614 E88 2022 1,420,000 4.000% 4.310% 97.102% 644614 E96 2023 1,155,000 4.125% 4.380% 97.478% 644614 F20 SERIES 2010C BONDS MATURITY SCHEDULE Maturity Date Principal Interest (June 1) Amount Rate Yield Price CUSIP Number 2023 $325,000 4.125% 4.380% 97.478% 644614 F38 2024 1,540,000 4.250% 4.450% 97.921% 644614 F46 2025 1,605,000 4.250% 4.520% 97.068% 644614 F53 $9,175,000 4.625% Term Bonds due June 1, 2030, to Yield 4.930%, Price 96.136%, CUSIP Number 644614 F61 $11,565,000 4.875% Term Bonds due June 1, 2035, to Yield 5.180%, Price 95.740%, CUSIP Number 644614 F79 1 CUSIP data herein are provided by Standard & Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. CUSIP numbers have been assigned by an independent company not affiliated with the Authority and are included solely for the convenience of the holders of the Series 2010 Bonds. Neither the Authority, the Institution nor the Underwriters are responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Series 2010 Bonds as a result of various subsequent actions, including, but not limited to, a refunding in whole or in part of the Series 2010 Bonds. No dealer, broker, salesperson or other person has been authorized by the Authority, the Institution or the Underwriters to give information or to make representations with respect to the Series 2010 Bonds, 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 any of the foregoing. This Official Statement does not constitute an offer by any person to sell or the solicitation by any person of an offer to buy, nor shall there be any sale of the Series 2010 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information contained herein under the heading “The Authority” has been furnished by the Authority. Certain other information contained herein has been obtained from the Institution and other sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation of, the Authority or 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 sales made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the parties referred to above since the date hereof.