CIA Series 2016A Official Bond Statement
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NEW ISSUE Moody’s “Baa2” ® (see “RATING” herein) In the opinion of Nixon Peabody LLP, Bond Counsel, under existing law and assuming compliance with the tax covenants described herein, and the accuracy of certain representations and certifications made by the Issuer and the Institute described herein, interest on the Series 2016A-1 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”). Bond Counsel is also of the opinion that such interest is not treated as a preference item in calculating the alternative minimum tax imposed under the Code with respect to individuals and corporations. Bond Counsel is further of the opinion that interest on the Series 2016A-1 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). Interest on the Series 2016A-2 Bonds is not excluded from gross income for federal income tax purposes under the Code and is not 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. $37,040,000 DUTCHESS COUNTY LOCAL DEVELOPMENT CORPORATION REVENUE BONDS, SERIES 2016A $33,265,000 $3,775,000 TAX-EXEMPT REVENUE BONDS, TAXABLE REVENUE BONDS, SERIES 2016A-1 SERIES 2016A-2 (THE CULINARY INSTITUTE (THE CULINARY INSTITUTE OF AMERICA PROJECT) OF AMERICA PROJECT) Dated: Date of Delivery Due: July 1, as shown on the inside cover The Dutchess County Local Development Corporation Revenue Bonds, Series 2016A (The Culinary Institute of America Project) (the “Series 2016A Bonds”), consisting of (i) $33,265,000 Tax-Exempt Revenue Bonds, Series 2016A-1 (the “Series 2016A-1 Bonds”) and (ii) $3,775,000 Taxable Revenue Bonds, Series 2016A-2 (the “Series 2016A-2 Bonds”), are being issued pursuant to an Indenture of Trust, dated as of September 1, 2016 (the “Indenture”), by and between the Dutchess County Local Development Corporation (the “Issuer”) and The Bank of New York Mellon, as trustee (the “Trustee”) and are payable solely out of the revenues or other receipts, funds or moneys of the Issuer pledged therefor or otherwise available to the Trustee for the payment thereof, including those derived under a Loan Agreement, dated as of September 1, 2016 (the “Loan Agreement”), between the Issuer and The Culinary Institute of America (the “Institute”). The Series 2016A Bonds will bear interest at the rates shown on the inside cover to this Official Statement. The Series 2016A Bonds will be subject to optional and mandatory redemption and to acceleration prior to maturity as described herein under “THE SERIES 2016A BONDS - Redemption Prior to Maturity.” The Series 2016A Bonds are being issued to (i) refinance the Series 2004 Bonds (as hereinafter defined), (ii) finance certain capital improvement projects on the Institute’s main campus, (iii) pay redemption premiums in connection with the Series 2004 Bonds and swap termination costs associated with the Series 2004C Bonds and (iv) finance certain costs of issuance of the Series 2016A Bonds. See “THE PROJECT” herein. Interest on the Series 2016A Bonds will be payable on each January 1 and July 1, commencing January 1, 2017. The Series 2016A Bonds will be issued as registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as Securities Depository for the Series 2016A Bonds. Individual purchases will be made in book-entry form only, in the principal amount of $5,000 or any multiple thereof. Purchasers will not receive certificates representing their ownership interest in the Series 2016A Bonds. Principal and interest will be paid by the Issuer to the Trustee which will remit such principal and interest to DTC, which will in turn remit such principal and interest to its Participants (as defined herein) for subsequent distribution to the Beneficial Owners (as defined herein) of the Series 2016A Bonds. See “THE SERIES 2016A BONDS - Book-Entry Only System” herein. THE SERIES 2016A BONDS WILL BE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM PAYMENTS MADE BY THE INSTITUTE UNDER THE LOAN AGREEMENT AND ANY MONEYS AND SECURITIES HELD BY THE TRUSTEE UNDER THE INDENTURE. THE SERIES 2016A BONDS DO NOT CONSTITUTE AND SHALL NOT BE A DEBT OF THE STATE OF NEW YORK OR OF THE COUNTY OF DUTCHESS, NEW YORK AND NEITHER THE STATE OF NEW YORK NOR THE COUNTY OF DUTCHESS, NEW YORK SHALL BE LIABLE THEREON. THE SERIES 2016A BONDS DO NOT GIVE RISE TO A PECUNIARY LIABILITY OR CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWERS OF THE STATE OF NEW YORK OR OF THE COUNTY OF DUTCHESS, NEW YORK. NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OR REDEMPTION PRICE OF OR THE INTEREST ON ANY SERIES 2016A BOND AGAINST ANY MEMBER, OFFICER, EMPLOYEE OR AGENT OF THE ISSUER. This cover page contains information for general reference only. It is not intended as a summary of this transaction. Investors are advised to read the entire Official Statement to obtain information essential to making an informed investment decision. The Series 2016A Bonds are offered when, as and if issued and received by the Underwriters and subject to the receipt of the unqualified legal opinion as to the validity of the Series 2016A Bonds of Nixon Peabody LLP, New York, New York, Bond Counsel. Certain legal matters will be passed upon for the Institute by its counsel, Corbally, Gartland & Rappleyea, LLP, Poughkeepsie, New York. Certain legal matters will be passed upon for the Issuer by its counsel, Cappillino & Rothschild LLP, Pawling, New York. Certain legal matters will be passed upon for the Underwriters by their counsel, Dentons US LLP, New York, New York. It is anticipated that the Series 2016A Bonds will be available for delivery in book-entry only form to DTC on or about September 14, 2016. J.P. MORGAN BARCLAYS August 31, 2016 $37,040,000 DUTCHESS COUNTY LOCAL DEVELOPMENT CORPORATION REVENUE BONDS, SERIES 2016A $33,265,000 TAX-EXEMPT REVENUE BONDS, SERIES 2016A-1 (THE CULINARY INSTITUTE OF AMERICA PROJECT) Maturities, Amounts, Interest Rates and Yields Due Principal Interest July 1 Amount Rate Yield CUSIP(1) 2017 $1,070,000 5.000% 0.840% 267045GY2 2018 1,140,000 5.000 0.980 267045GZ9 2019 1,180,000 5.000 1.100 267045HA3 2020 1,235,000 5.000 1.230 267045HB1 2021 1,300,000 5.000 1.380 267045HC9 2022 1,540,000 5.000 1.580 267045HD7 2023 1,615,000 5.000 1.710 267045HE5 2024 1,690,000 5.000 1.830 267045HF2 2025 1,770,000 5.000 1.940 267045HG0 2026 1,840,000 5.000 2.060 267045HH8 2027 2,345,000 5.000 2.150* 267045HJ4 2028 1,520,000 5.000 2.270* 267045HK1 2029 1,610,000 5.000 2.340* 267045HL9 2030 1,670,000 5.000 2.390* 267045HM7 2031 1,735,000 5.000 2.440* 267045HN5 2032 1,830,000 5.000 2.490* 267045HP0 2033 1,895,000 5.000 2.540* 267045HQ8 2034 350,000 5.000 2.590* 267045HR6 2035 370,000 5.000 2.640* 267045HS4 2036 390,000 5.000 2.680* 267045HT2 $2,265,000 Term Bonds, 5.000%, due July 1, 2041, Yield 2.700%*, CUSIP(1): 267045HU9 $2,905,000 Term Bonds, 5.000%, due July 1, 2046, Yield 2.750%*, CUSIP(1) 267045HV7 $3,775,000 TAXABLE REVENUE BONDS, SERIES 2016A-2 (THE CULINARY INSTITUTE OF AMERICA PROJECT) Maturities, Amounts, Interest Rates and Yields Due Principal Interest July 1 Amount Rate Yield CUSIP(1) 2017 $275,000 1.640% 1.640% 267045HW5 2018 350,000 1.990 1.990 267045HX3 2019 360,000 2.250 2.250 267045HY1 2020 365,000 2.480 2.480 267045HZ8 2021 375,000 2.680 2.680 267045JA1 2022 385,000 2.890 2.890 267045JB9 2023 395,000 3.090 3.090 267045JC7 2024 410,000 3.220 3.220 267045JD5 2025 425,000 3.370 3.370 267045JE3 2026 435,000 3.470 3.470 267045JF0 (1) The CUSIP (Committee on Uniform Securities Identification Procedures) numbers on the inside cover page of this Official Statement have been assigned by an organization not affiliated with the Issuer, the Institute, the Underwriters or the Trustee, and such parties are not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers are included solely for the convenience of holders and no representation is made as to the correctness of the CUSIP numbers printed above. CUSIP numbers assigned to the Series 2016A Bonds may be changed during the term of the Series 2016A Bonds based on a number of factors including but not limited to the refunding or defeasance of such issues or the use of secondary market financial products. None of the Issuer, the Institute, the Underwriters or the Trustee has agreed to, nor is there any duty or obligation to, update this Official Statement to reflect any change or correction in the CUSIP numbers printed above. * Priced at the stated yield to the first optional call date of July 1, 2026. IMPORTANT INFORMATION ABOUT THIS OFFICIAL STATEMENT No person has been authorized by the Institute to give any information or to make any representations not contained in this Official Statement, and, if given or made, such information or representations must not be relied upon as having been authorized. This Official Statement does not constitute an offer to sell or solicitation of an offer to buy any of the Series 2016A Bonds in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.