Icahn School of Medicine at Mount Sinai, Series 2015A
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Ratings: S&P: A- Moody’s: A3 (See “Ratings” herein) $512,410,000 DORMITORY AUTHORITY OF THE STATE OF NEW YORK ICAHN SCHOOL OF MEDICINE AT MOUNT SINAI REVENUE BONDS, SERIES 2015A Dated: Date of Delivery Due: July 1, as shown on the inside cover Payment and Security: The Icahn School of Medicine at Mount Sinai Revenue Bonds, Series 2015A (the “Series 2015 Bonds”) are special obligations of the Dormitory Authority of the State of New York (“DASNY” or the “Authority”) payable solely from and secured by a pledge of certain payments to be made under the Loan Agreement, dated as of June 27, 2007, as previously amended and supplemented and as further supplemented by the Supplement No. 2 to Loan Agreement, dated as of May 13, 2015 (collectively, the “Loan Agreement”), each between the Icahn School of Medicine at Mount Sinai (formerly known as Mount Sinai School of Medicine of New York University) (the “Institution” or the “School”) and the Authority and all funds and accounts (except the Arbitrage Rebate Fund) authorized under the Mount Sinai School of Medicine of New York University Revenue Bond Resolution, adopted June 27, 2007 (the “Resolution”) and established under the Series 2015A Resolution Authorizing Up To $580,000,000 Icahn School of Medicine at Mount Sinai Revenue Bonds, Series 2015A, adopted May 13, 2015 (the “Series 2015 Resolution”). The Loan Agreement is a general obligation of the Institution and requires the Institution to pay, in addition to the fees and expenses of the Authority and the Trustee, amounts sufficient to pay the principal and Redemption Price of and interest on the Series 2015 Bonds, as such payments become due. The obligations of the Institution under the Loan Agreement to make such payments will be secured by a pledge of certain revenues of the Institution. Neither the Loan Agreement nor the Series 2015 Bonds are obligations of The Mount Sinai Hospital or The Mount Sinai Medical Center, Inc. The Series 2015 Bonds will not be a debt of the State of New York nor will the State be liable thereon. The Authority has no taxing power. Description: The Series 2015 Bonds will be issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof. Interest (due January 1, 2016 and each July 1 and January 1 thereafter) will be payable by check or draft mailed to the registered owners of the Series 2015 Bonds at their addresses as shown on the registration books held by the Trustee or, at the option of a holder of at least $1,000,000 in principal amount of Series 2015 Bonds, by wire transfer to the holder of such Series 2015 Bonds, each as of the close of business on the fifteenth day of the month next preceding an interest payment date. The principal or Redemption Price of the Series 2015 Bonds will be payable at the principal corporate trust office of Manufacturers and Traders Trust Company, Buffalo, New York, the Trustee and Paying Agent or, with respect to Redemption Price, at the option of a holder of at least $1,000,000 in principal amount of Series 2015 Bonds, by wire transfer to the holders of such Series 2015 Bonds as more fully described herein. The Series 2015 Bonds will be issued initially under a Book-Entry Only System, registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). Individual purchases of beneficial interests in the Series 2015 Bonds will be made in Book- Entry form (without certificates). So long as DTC or its nominee is the registered owner of the Series 2015 Bonds, payments of the principal and Redemption Price of and interest on such Series 2015 Bonds will be made directly to DTC or its nominee. Disbursement of such payments to DTC participants is the responsibility of DTC and disbursement of such payments to the beneficial owners is the responsibility of DTC participants. See “PART 3 - THE SERIES 2015 BONDS - Book-Entry Only System” herein. Redemption and Purchase in Lieu of Optional Redemption: The Series 2015 Bonds are subject to redemption and purchase in lieu of optional redemption prior to maturity as more fully described herein. Tax Matters: 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 Series 2015 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 personal income taxes imposed by the State of New York and any political subdivision thereof (including The City of New York). In the further opinion of Bond Counsel, interest on the Series 2015 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 amount, accrual or receipt of interest on, the Series 2015 Bonds. See “PART 12 - TAX MATTERS” herein. The Series 2015 Bonds are offered when, as and if issued. The offer of the Series 2015 Bonds may be subject to prior sale or withdrawn or modified at any time without notice. The offer is subject to the approval of legality by Orrick, Herrington & Sutcliffe LLP, New York, New York, Bond Counsel to the Authority, and to certain other conditions. Certain legal matters will be passed upon for the Institution by Beth Essig, Esq., its Executive Vice President and General Counsel and by its Special Counsel, Winston & Strawn LLP, New York, New York, and for the Underwriters by their Counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., New York, New York, and the Law Offices of Joseph C. Reid, P.A., New York, New York. The Authority expects to deliver the Series 2015 Bonds in definitive form in New York, New York, on or about August 20, 2015. Citigroup Goldman, Sachs & Co. Academy Securities, Inc. BofA Merrill Lynch Fidelity Capital Markets J.P. Morgan Morgan Stanley Ramirez & Co., Inc. Rice Financial Products Company Stifel TD Securities August 7, 2015 $512,410,000 DORMITORY AUTHORITY OF THE STATE OF NEW YORK ICAHN SCHOOL OF MEDICINE AT MOUNT SINAI REVENUE BONDS, SERIES 2015A Due Interest CUSIP July 1 Amount Rate Yield Number** 2016 $12,620,000 2.500% 0.510% 64990BPN7 2017 9,960,000 3.000 0.940 64990BPP2 2018 10,250,000 5.000 1.300 64990BPQ0 2019 10,765,000 5.000 1.540 64990BPR8 2020 11,305,000 4.000 1.850 64990BPS6 2021 10,895,000 5.000 2.210 64990BPT4 2022 11,430,000 5.000 2.560 64990BPU1 2023 11,985,000 5.000 2.800 64990BPV9 2024 12,620,000 5.000 2.960 64990BPW7 2025 17,670,000 5.000 3.090 64990BPX5 2026 18,515,000 5.000 3.240* 64990BPY3 2027 19,400,000 5.000 3.370* 64990BPZ0 2028 20,330,000 5.000 3.450* 64990BQA4 2029 21,355,000 5.000 3.530* 64990BQB2 2030 22,105,000 5.000 3.590* 64990BQC0 2031 23,215,000 5.000 3.680* 64990BQD8 2032 24,380,000 5.000 3.730* 64990BQE6 2033 25,595,000 5.000 3.770* 64990BQF3 2034 26,875,000 5.000 3.810* 64990BQG1 2035 28,215,000 5.000 3.830* 64990BQH9 2036 29,625,000 4.000 4.090 64990BQM8 $64,325,000 5.00% Term Bonds maturing July 1, 2040 to Yield* 3.94% CUSIP**: 64990BQJ5 $25,000,000 4.00% Term Bonds maturing July 1, 2040 to Yield 4.14% CUSIP**: 64990BQL0 $43,975,000 5.00% Term Bonds maturing July 1, 2045 to Yield* 4.02% CUSIP**: 64990BQK2 * Priced to the first optional redemption date, July 1, 2025. ** 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 2015 Bonds. The Authority is not responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Series 2015 Bonds or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2015 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 2015 Bonds. (i) No dealer, broker, salesperson or other person has been authorized by DASNY, the Institution or the Underwriters to give any information or to make any representations with respect to the Series 2015 Bonds, other than the information and representations contained in this Official Statement. If given or made, any such information or representations must not be relied upon as having been authorized by DASNY, the Institution or the Underwriters. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be a sale of the Series 2015 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation, or sale.