PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER 26, 2017 NEW ISSUE – BOOK-ENTRY-ONLY RATING: See “DESCRIPTION OF RATINGS” herein. In the opinion of Hinckley, Allen & Snyder LLP, Bond Counsel, based upon an analysis of existing law and assuming, among other matters, compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”). Interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Under existing law, interest on the Bonds and any profit on the sale of the Bonds are exempt from Massachusetts personal income taxes and the Bonds are exempt from Massachusetts personal property taxes. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. See “TAX EXEMPTION” herein. $248,000,000* MASSACHUSETTS DEVELOPMENT FINANCE AGENCY Revenue Bonds The Broad Institute Issue, Series 2017 Dated: Date of Delivery Due: April 1, as shown on inside cover The Massachusetts Development Finance Agency (the “Issuer”) is issuing its Revenue Bonds, The Broad Institute Issue, Series 2017 (the “Bonds”). The Bonds will be issued only as fully-registered bonds without coupons and, when issued, will be registered in the name of Cede & Co., as Bondowner and nominee of The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for the Bonds. Purchases of the Bonds will be made in book- entry form, in the denomination of $5,000 or any multiple thereof. Purchasers will not receive certificates representing their interest in Bonds purchased. So long as Cede & Co. is the Bondowner, as nominee of DTC, references herein to the Bondowners or registered owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners of the Bonds. See “BOOK-ENTRY-ONLY SYSTEM” herein. The Bank of New York Mellon Trust Company, N.A. will act as trustee for the Bonds (the “Trustee”). Principal or redemption price of and interest on the Bonds will be payable as described herein. So long as DTC or its nominee, Cede & Co., is the Bondowner, such payments will be made directly to such Bondowner, as more fully described herein. The Bonds will bear interest at the rates and mature on the dates set forth on the inside cover hereof. Interest on the Bonds will be payable on April 1, 2018 and semi-annually thereafter on each October 1 and April 1 to the Bondowners of record as of the close of business on the 15th day of the month preceding such interest payment dates. The Bonds are subject to optional, mandatory and special redemption under certain circumstances prior to maturity as described herein. The Bonds shall be special obligations of the Issuer payable solely from the Revenues (as defined herein) of the Issuer, including payments to the Trustee for the account of the Issuer by The Broad Institute, Inc. (the “Institution”) in accordance with the provisions of a Loan and Trust Agreement, dated as of November 1, 2017 (the “Agreement”), among the Issuer, the Institution and the Trustee with respect to the Bonds. Such payments required to be paid by the Institution will be in amounts sufficient to pay, when due, principal or redemption price of and interest on the Bonds, all in accordance with the Agreement. The payments pursuant to the Agreement are a general obligation of the Institution. Reference is made to this Official Statement for pertinent security provisions of the Bonds. THE BONDS DO NOT CONSTITUTE A GENERAL OBLIGATION OF THE ISSUER OR A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY POLITICAL SUBDIVISION THEREOF. THE PRINCIPAL OR REDEMPTION PRICE OF AND INTEREST ON THE BONDS ARE PAYABLE SOLELY FROM THE REVENUES AND FUNDS PLEDGED FOR THEIR PAYMENT UNDER THE AGREEMENT. THE ISSUER HAS NO TAXING POWER UNDER THE ACT. This cover page contains certain information for general reference only. It is not intended to be a summary of the terms of the Bonds. Investors are advised to read this entire Official Statement, including the appendices, to obtain information essential to making an informed investment decision. The Bonds will be offered when, as, and if issued and accepted by the Underwriters, subject to prior sale, to withdrawal or modification of the offer without notice and to approval of legality and certain other matters by Hinckley, Allen & Snyder LLP, Boston, Massachusetts, Bond Counsel to the Issuer. Certain legal matters will be passed upon for the Institution by its counsel, Ropes & Gray LLP, Boston, Massachusetts. Certain legal matters will be passed upon for the Underwriters by their counsel, Greenberg Traurig, LLP, Boston, Massachusetts. The Bonds are expected to be available for delivery to DTC in New York, New York or its custodial agent on or about November ___, 2017. Morgan Stanley BofA Merrill Lynch J.P. Morgan November __, 2017 * This Preliminary Official Statement and the information contained herein are subject to completion, amendment or other change without notice. The securities described herein may not be sold nor may offers to buy be accepted prior the to to offers sold nor may be not The securities described herein may This Preliminary change without notice. other subject to completion, amendment or contained herein are the information and Official Statement any sale of these securities any buy, nor shall there be in jurisdiction offer to Under no circumstances shall this Preliminaryoffer to sell or the solicitation of an Official Statement constitute an form. in final date the Official Statement is delivered such jurisdiction. prior of any or qualification under the securities to registration be unlawful laws solicitation or sale would in which such offer, Preliminary, subject to change. $248,000,000∗ Massachusetts Development Finance Agency Revenue Bonds The Broad Institute Issue, Series 2017 Maturities, Amounts, Rates, Prices/Yields and CUSIP† Numbers $____________ Serial Bonds Due Principal Interest Price/ CUSIP† April 1* Amount Rate Yield Number 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 $___________ _____% Term Bond due April 1, 2041* Price/Yield _____% CUSIP† Number: _________ ___________________ ∗ Preliminary, subject to change. † CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (“CGS”) is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright© 2017 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. The CUSIP® numbers listed above are being provided solely for the convenience of Bondowners only at the time of issuance of the Bonds, and no representation is made with respect to the correctness thereof. The CUSIP® number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity. None of the Issuer, the Institution, 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. No dealer, broker, salesperson, or other person has been authorized by the Issuer, the Institution or the Underwriters to give any information or to make any representations with respect to the 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 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. Certain information contained herein has been obtained from the Institution, The Depository Trust Company and other sources which are believed to be reliable, but has not been independently verified by, is not guaranteed as to accuracy or completeness, and is not to be construed as a representation of the Issuer 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 sale 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. References in this Official Statement to any legislation or documents, including the Act and the Agreement, do not purport to be complete. Refer to such legislation and documents for full and complete details of their provisions. Following issuance of the Bonds, a copy of the Agreement is expected to be on file with the Trustee. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITERS MAY OVER ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
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