14570000 Washington County Hospital Authority
Total Page:16
File Type:pdf, Size:1020Kb
New Issue – Book-Entry Only RATINGS: See “RATINGS” herein. In the opinion of Bond Counsel, under existing laws, regulations and judicial decisions, interest on the 2013A Bonds (including any original issue discount properly allocable to an owner and treated as interest) is excluded from gross income for federal income tax purposes. Furthermore, in the opinion of Bond Counsel, interest on the 2013A Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; 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 alternative minimum tax imposed on such corporations. Furthermore, in the opinion of Bond Counsel, under the laws of the Commonwealth of Pennsylvania, as presently enacted and construed, the 2013A Bonds are exempt from personal property taxes in Pennsylvania and interest on the 2013A Bonds is exempt from Pennsylvania personal income tax and from Pennsylvania corporate net income tax. Bond Counsel’s opinion is subject to continuing compliance to satisfy certain provisions of the Internal Revenue Code of 1986, as amended (See “TAX EXEMPTION AND OTHER TAX MATTERS”). $14,570,000 Washington County Hospital Authority (Washington County, Pennsylvania) Hospital Revenue Bonds, Series 2013A (The Washington Hospital Project) Dated: Date of Issuance Due: July 1, as shown on inside cover The above-referenced bonds (the “2013A Bonds”) will be issued as fully registered bonds, and shall initially be registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), New York, New York, which will act as securities depository for the 2013A Bonds. Purchasers will not receive certificates representing their ownership interests in the 2013A Bonds. So long as Cede & Co. is the registered owner, as nominee of DTC, references herein to “Owners,” “registered owners” or “Bondholders” shall mean Cede & Co., as aforesaid, and shall not mean the beneficial owners of the 2013A Bonds. Beneficial ownership of the 2013A Bonds may be acquired in denominations of $5,000 and integral multiples thereof. Principal of and interest on the 2013A Bonds will be paid by The Bank of New York Mellon Trust Company, N.A., Pittsburgh, Pennsylvania, as trustee (the “Trustee”). So long as DTC or its nominee, Cede & Co., is the registered owner, such payments will be made directly to Cede & Co. Disbursements of such payments to the DTC Participants is the responsibility of DTC and disbursements of such payments to the beneficial owners is the responsibility of the DTC Participants and the Indirect Participants, as more fully described herein. Interest will be payable commencing on July 1, 2013 and on each January 1 and July 1 thereafter (each an “Interest Payment Date”) by check mailed to the registered Bondholders as of the close of business on the applicable record date preceding each Interest Payment Date; provided that, upon written request to the Trustee on file at least one business day prior to a Regular Record Date (defined herein), registered owners of $500,000 or more in aggregate principal amount of 2013A Bonds may elect to receive payments of interest by wire transfer to a designated account of a member bank of the Federal Reserve System commencing on the first Interest Payment Date following such Regular Record Date or in such other manner as is agreed upon between the registered owner and the Trustee. The 2013A Bonds are subject to redemption prior to maturity as set forth herein. The 2013A Bonds will be issued pursuant to a Trust Indenture dated as of May 1, 1987, as previously amended and supplemented, and as further amended and supplemented by an Eighth Supplemental Trust Indenture dated as of February 1, 2013 (collectively, the “Bond Indenture”) between the Trustee and the Washington County Hospital Authority (the “Authority”). The principal of, premium, if any, and interest on the 2013A Bonds will be payable from, and secured by, the Authority’s pledge and assignment to the Trustee of the Trust Estate, which includes payments to be made under a Loan Agreement dated as of April 1, 1998, as previously amended and supplemented, and as further amended and supplemented by a Fifth Supplemental Loan Agreement dated as of February 1, 2013 (collectively, the “Loan Agreement”) between the Authority and The Washington Hospital (the “Hospital”). MATURITY SCHEDULE (see inside front cover page) THE 2013A BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM THE SOURCES DESCRIBED IN THE BOND INDENTURE. NEITHER THE GENERAL CREDIT OF THE AUTHORITY NOR THE FULL FAITH, CREDIT OR TAXING POWER OF THE COUNTY OF WASHINGTON, THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION OF THE COMMONWEALTH OF PENNSYLVANIA HAS BEEN OR WILL BE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE 2013A BONDS. THE ISSUANCE OF THE 2013A BONDS WILL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE WASHINGTON COUNTY, THE COMMONWEALTH OR ANY OTHER POLITICAL SUBDIVISION THEREOF TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATSOEVER THEREFOR. THE AUTHORITY HAS NO TAXING POWER. The 2013A Bonds are offered when, as and if issued by the Authority and accepted by the Underwriter, subject to prior sale, withdrawal of or modification of the offer without notice, and subject to the approving legal opinion of Buchanan Ingersoll & Rooney PC, Pittsburgh, Pennsylvania, Bond Counsel, to be furnished upon delivery of the 2013A Bonds. Certain legal matters will be passed upon for the Authority by Robert N. Clarke, Esquire, Washington, Pennsylvania; for the Hospital by Goldfarb, Posner, Beck, DeHaven & Drewitz, Washington, Pennsylvania; and for the Underwriter by Cohen & Grigsby, P.C., Pittsburgh, Pennsylvania. It is expected that the 2013A Bonds will be available for delivery on or about February 12, 2013. The date of this Official Statement is January 29, 2013 $14,570,000 Washington County Hospital Authority (Washington County, Pennsylvania) Hospital Revenue Bonds, Series 2013A (The Washington Hospital Project) SERIAL MATURITIES Maturity (July 1) Principal Amount Interest Rate Yield Price CUSIP* No. 2013 $485,000 3.000% 0.850% 100.826% 938592 HR6 2014 $1,015,000 3.000% 1.150% 102.535% 938592 HS4 2015 $1,040,000 3.000% 1.580% 103.311% 938592 HT2 2016 $1,080,000 4.000% 1.840% 107.057% 938592 HU9 2017 $1,085,000 4.000% 2.020% 108.269% 938592 HV7 2018 $755,000 2.000% 2.270% 98.637% 938592 HW5 2019 $780,000 4.000% 2.580% 108.309% 938592 HX3 2020 $805,000 3.000% 2.850% 100.990% 938592 HY1 2021 $825,000 3.000% 3.070% 99.483% 938592 HZ8 2022 $850,000 3.000% 3.260% 97.910% 938592 JA1 2023 $880,000 3.125% 3.450% 97.180% 938592 JB9 TERM MATURITIES Maturity (July 1) Principal Amount Interest Rate Yield Price - C CUSIP* No. 2028 $4,970,000 5.000% 3.770% 110.486% 938592 JC7 C – Priced to first optional call date of July 1, 2023. * CUSIP data herein is provided by Standard & Poor's, CUSIP Service Bureau, a division of the McGraw-Hill Companies, Inc. All rights reserved. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. CUSIP numbers are provided for convenience or reference only. Neither the Authority, the Hospital nor the Underwriter takes any responsibility for the accuracy of such CUSIP numbers. The CUSIP number for a specific maturity is subject to being changed after the issuance of the 2013A Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity. TABLE OF CONTENTS PAGE INTRODUCTORY STATEMENT ............................................................................................................................... 1 Purpose ...................................................................................................................................................................... 1 Washington County Hospital Authority .................................................................................................................... 1 The Hospital .............................................................................................................................................................. 1 Purpose of the 2013A Bonds ..................................................................................................................................... 1 Security ...................................................................................................................................................................... 1 Limited Obligations ................................................................................................................................................... 2 Redemption and Tenders ........................................................................................................................................... 2 Underlying Documents .............................................................................................................................................. 2 THE 2013A BONDS ..................................................................................................................................................... 3 General Description ................................................................................................................................................... 3 Payment of Principal and Interest .............................................................................................................................