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Philadelphia Authority for Industrial Development

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Philadelphia Authority for Industrial Development PRELIMINARY LIMITED OFFERING MEMORANDUM DATED MARCH 3, 2017 PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT $5,855,000* Charter School Revenue Bonds (Harambee Institute of Science and Technology Charter School Project), Series 2016A $720,000* Charter School Revenue Bonds (Harambee Institute of Science and Technology Charter School Project), Federally Taxable Series 2016B THIS PRELIMINARY LIMITED OFFERING MEMORANDUM RELATES TO THE ABOVE- REFERENCED OBLIGATIONS (THE “BONDS”) AND SUPERSEDES AND REPLACES IN ITS ENTIRETY THE PRELIMINARY LIMITED OFFERING MEMORANDUM RELATING TO THE BONDS DATED NOVEMBER 18, 2016, AS SUPPLEMENTED ON DECEMBER 5, 2016. * Preliminary; subject to change. THE DATE OF THIS PRELIMINARY LIMITED OFFERING MEMORANDUM IS MARCH 3, 2017 NEW ISSUE—BOOK-ENTRY ONLY NOT RATED In the opinion of Bond Counsel, under existing laws, regulations, rulings, and judicial decisions and subject to conditions hereinafter described, interest on the Series 2017A Bonds: (a) is excludible from gross income for federal income tax purposes; and (b) is not a specific “item of tax preference” for purposes of the federal alternative minimum tax, provided, however, with respect to corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted current earnings for the purpose of computing the federal alternative minimum tax. The opinion contains greater detail, and is subject to exceptions, as noted in “TAX MATTERS” herein. Interest on the Series 2017B Bonds is included in gross income for federal income tax purposes. Under the laws of Pennsylvania, as enacted and construed on the date hereof, the Series 2017 Bonds are exempt from personal property taxes in Pennsylvania and interest on the Series 2017 Bonds is exempt from Pennsylvania personal income tax and Pennsylvania corporate net income tax. See “TAX MATTERS” herein. PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT $5,855,000* Charter School Revenue Bonds (Harambee Institute of Science and Technology Charter School Project), Series 2017A $720,000* Charter School Revenue Bonds (Harambee Institute of Science and Technology Charter School Project), Federally Taxable Series 2017B Dated: Date of Issuance Due: As shown on inside cover The $5,855,000* Charter School Revenue Bonds (Harambee Institute of Science and Technology Charter School Project), Series 2017A (the “Series 2017A Bonds”) and the $720,000* Charter School Revenue Bonds (Harambee Institute of Science and Technology Charter School Project), Federally Taxable Series 2017B (the “Series 2017B Bonds,” and together with the Series 2017A Bonds, the “Series 2017 Bonds”) will be issued by the Philadelphia Authority for Industrial Development (the “Authority”) as registered bonds in book-entry only form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York, which will act as securities depository for the Series 2017 Bonds. Purchases of beneficial interests in the Series 2017 Bonds will be made in book-entry only form, in minimum denominations of $25,000 and integral multiples of $5,000 in excess thereof. See “THE BONDS – Book-Entry-Only System.” THE SERIES 2017 BONDS WILL BE OFFERED AND SOLD ONLY TO “ACCREDITED INVESTORS,” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND “QUALIFIED INSTITUTIONAL BUYERS,” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT. SEE “ELIGIBLE INVESTORS” AND “LIMITED OFFERING OF BONDS” HEREIN. The Series 2017 Bonds will be issued under and pursuant to a Trust Indenture dated as of March 1, 2017 (the “Indenture”), between the Authority and U.S. Bank National Association, as trustee (the “Trustee”). Proceeds of the Series 2017 Bonds will be loaned by the Authority to Harambee Institute of Science and Technology Charter School, Inc. (the “School”) pursuant to a Loan and Security Agreement dated as of March 1, 2017, between the Authority and the School (the “Loan Agreement”) and used to finance the costs of acquiring instructional facilities and making certain renovations and improvements thereto (the “Facilities”), to fund capitalized interest on and a debt service reserve fund for the Series 2017 Bonds, and to pay costs of issuing the Series 2017 Bonds and other amounts described herein. See “SOURCES AND USES OF FUNDS” herein. The Bonds are limited obligations of the Authority payable only out of certain loan payments received from the School under the Loan Agreement and other amounts held in the funds established by the Indenture (except the Rebate Fund and the Repair and Replacement Fund). The obligations of the School under the Loan Agreement are secured by the Pledged Revenues (as defined herein) of the School comprised primarily of amounts received from the School District of Philadelphia (the “School District”), and a mortgage lien on the Facilities pursuant to an Open- End Mortgage and Security Agreement and Fixture Filing executed by the School in favor of the Trustee, dated as of March 1, 2017 (the “Mortgage”). Interest on the Series 2017 Bonds will accrue from the date of delivery and will be payable semi-annually on each March 1 and September 1, commencing September 1, 2017.* Principal of and interest on the Series 2017 Bonds will be paid by the corporate trust office of the Trustee. So long as DTC or its nominee, Cede & Co., is the registered owner of the Series 2017 Bonds, such payments will be made directly to DTC or such nominee. Disbursements of such payments to Direct Participants (as defined herein) are the responsibility of DTC, and disbursements of such payments to the beneficial owners are the responsibility of the Direct Participants and the Indirect Participants (as defined herein), as more fully described herein. The Series 2017A Bonds are subject to optional redemption beginning [_______] 1, 20[__]* and the Series 2017B Bonds are not subject to optional redemption. The Series 2017 Bonds are also subject to mandatory and extraordinary redemption as described herein. See “THE BONDS – Redemption of the Series 2017 Bonds Prior to Maturity” herein. THE SERIES 2017 BONDS ARE A SPECIAL LIMITED OBLIGATION OF THE AUTHORITY PAYABLE SOLELY FROM AMOUNTS PAYABLE BY THE SCHOOL TO THE AUTHORITY UNDER THE LOAN AGREEMENT, WHICH PAYMENTS ARE THE PRIMARY SOURCE OF REVENUES PLEDGED PURSUANT TO THE INDENTURE. THE SCHOOL RECEIVES MOST OF ITS REVENUES FROM THE SCHOOL DISTRICT OF PHILADELPHIA PURSUANT TO A STATUTORY FORMULA CREATED BY THE PENNSYLVANIA LEGISLATURE. THE SERIES 2017 BONDS DO NOT CONSTITUTE AN OBLIGATION, EITHER GENERAL, SPECIAL, LEGAL, MORAL OR OTHERWISE, OF THE SCHOOL DISTRICT, THE COMMONWEALTH OF PENNSYLVANIA (THE “COMMONWEALTH”), THE CITY OF PHILADELPHIA (THE “CITY”) OR ANY OTHER POLITICAL SUBDIVISION THEREOF AND NEITHER THE FULL FAITH AND CREDIT OF THE AUTHORITY NOR THE FULL FAITH AND GENERAL CREDIT OR ANY TAXING POWER OF THE SCHOOL DISTRICT, THE COMMONWEALTH, THE CITY OR ANY OTHER POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF PRINCIPAL AND INTEREST WITH RESPECT TO THE SERIES 2017 BONDS. THE AUTHORITY HAS NO TAXING POWER. SEE “SOURCES OF PAYMENT AND SECURITY FOR THE BONDS” AND “RISK FACTORS” HEREIN. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. PURCHASE OF THE SERIES 2017 BONDS INVOLVES A HIGH DEGREE OF RISK AND THE SERIES 2017 BONDS ARE A SPECULATIVE INVESTMENT. INVESTORS MUST READ THIS ENTIRE LIMITED OFFERING MEMORANDUM TO OBTAIN INFORMATION ESSENTIAL TO AN INFORMED INVESTMENT DECISION, AND SHOULD GIVE PARTICULAR ATTENTION TO THE “RISK FACTORS” DESCRIBED HEREIN. The Series 2017 Bonds are offered when, as and if issued by the Authority and received and accepted by Herbert J. Sims & Co., Inc., Minneapolis, Minnesota, as the underwriter (the “Underwriter”) and subject to delivery by Kutak Rock LLP, Philadelphia, Pennsylvania (“Bond Counsel”), of its approving opinion. Certain legal matters will be passed upon by Kleinbard LLC, Philadelphia, Pennsylvania, as counsel to the School; Dorsey & Whitney LLP, Minneapolis, Minnesota, as counsel to the Underwriter; and Zarwin Baum DeVito Kaplan Schaer Toddy P.C., Philadelphia, Pennsylvania, as disclosure counsel. National Capital Resources, LLC, Philadelphia, Pennsylvania, has acted as financial advisor to the School. It is expected that the Series 2017 Bonds in book-entry form will be available for delivery against payment therefor on or about March 15, 2017. The Underwriter intends to engage in secondary market trading in the Series 2017 Bonds, subject to applicable securities laws. However, the Underwriter is not obligated to repurchase any of the Series 2017 Bonds at the request of any holder thereof. For information with respect to the Underwriter, see “UNDERWRITING” herein. * Preliminary; subject to change. This Preliminary Limited Offering Memorandum and the information contained herein are subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time of formal award by the issuer. the issuer. by be accepted prior award to the time of formal to buy offers not be sold nor may These securities may This Preliminary contained herein are subject to completion or amendment. and the information Memorandum Limited Offering solicitation or sale sale of these securities jurisdiction nor shall there be any in any in which such offer, to buy to sell or the solicitation of an offer Under no circumstances shall this Preliminary constitute an offer Memorandum Limited Offering be
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