NJIT BOARD OF TRUSTEES Wednesday, March 8, 2015 “SPECIAL” TELEPHONIC MEETING

advertisement
NJIT BOARD OF TRUSTEES
Wednesday, March 8, 2015
“SPECIAL” TELEPHONIC MEETING
NEW JERSEY INSTITUTE OF TECHNOLOGY
BOARD OF TRUSTEES
PUBLIC SESSION
March 18, 2015
10:30 AM
Call to Order
1.
Notice of Meeting to Public (Statement to be read by Chair)
2. Motion to proceed in Closed Session to discuss matters including
Contractual, Real Estate, Personnel and Legal issues (As necessary)
3. Reconvene Public Meeting
4. Action Items
A. Approve Resolution Authorizing the Issuance of General Obligation Bonds,
2015 Series A
Adjourn Public Meeting
New Jersey Institute of Technology
--innovative, entrepreneurial, engaged
Mission
NJIT is the state’s technological research university, committed to the pursuit of
excellence --• in undergraduate, graduate, and continuing professional education,
preparing students for productive careers and amplifying their potential for
lifelong personal and professional growth;
• in the conduct of research with emphasis on applied, interdisciplinary
efforts encompassing architecture, the sciences, including the health
sciences, engineering, mathematics, transportation and infrastructure
systems, information and communications technologies;
• in contributing to economic development through the state’s largest
business incubator system, workforce development, joint ventures with
government and the business community, and through the development of
intellectual property;
• in service to both its urban environment and the broader society of the state
and nation by conducting public policy studies, making educational
opportunities widely available, and initiating community-building projects.
NJIT prepares its graduates for positions of leadership as professionals and as
citizens; provides educational opportunities for a broadly diverse student body;
responds to needs of large and small businesses, state and local governmental
agencies, and civic organizations; partners with educational institutions at all
levels to accomplish its mission; and advances the uses of science, technology,
engineering and mathematics (STEM) as a means of improving the quality of
life.
Vision
A preeminent engineering, design, science and technology university known for
research and education fostering innovation, entrepreneurship, and engagement.
BOARD OF TRUSTEES
STATEMENT TO BE READ AT THE OPENING OF EACH
MEETING OF THE BOARD OF TRUSTEES
------------------------------------------------------------------------------------------------------------
“NOTICE OF THIS MEETING WAS PROVIDED TO THE PUBLIC
AS REQUIRED BY THE NEW JERSEY PUBLIC MEETING ACT, IN
WHICH WAS MAILED AND SENT ELECTRONICALLY TO
THE STAR LEDGER, THE HERALD NEWS, AND THE VECTOR ON
MARCH 2, 2015. THIS SCHEDULE WAS ALSO MAILED AND
SENT ELECTRONICALLY TO THE COUNTY CLERK ON
MARCH 2, 2015 FOR FILING WITH THAT OFFICE AND
POSTING IN SUCH PUBLIC PLACE AS DESIGNATED BY SAID
CLERK.”
1
2
3
4
5
6
TABLE OF CONTENTS FOR ATTACHMENTS
1.
2.
3.
4.
Second Supplemental Indenture of Trust (Pg. 8)
Preliminary Official Statement (Pg. 41)
Appendix A (Pg. 61)
Contract of Purchase (Pg. 101)
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
Draft: March 13,2015
Preliminary Official Statement Dated
NEW ISSUE
In the opinion of McCarter
&
_,
2015
RATINGS:
See
"RATINGS" herein.
English, LLP, Bond Counsel to NJIT, assuming compliance by NJIT with certain tax
covenants described herein, under existing law, interest on the 2015 Series A Bonds is excluded from the gross income of the
owners ofthe 2015 Series A Bonds for federal income tax purposes pursuant to Section 103 ofthe Intemal Revenue Code of
1986, as amended (the "Code") and interest on the 2015 Series A Bonds is not an item of tax preference under Section 5? ofthe
Code for purposes of computing altemative minimum tax. Under existing law, interest on the 2015 Series A Bonds and net gains
from the sale of the 2015 Series A Bonds are exempt from the tax imposed by the New Jersey Gross Income Tax Act. In the case
of certain corporate holders ofthe 2015 Series A Bonds, interest on the 2015 Series A Bonds will be included in the calculation of
the altemative minimum tax as a result ofthe inclusion of interest on the 2015 Series A Bonds in "adjusted current eamings" of
certain comorations. See TAX MAfiERS herein.
i!
'-.4 ;
N)E
NEW JERSEY INSTITUTE OF TECHNOLOGY
General Obligation Bonds,2015 Series A
ai'l
Due: July l,
Dated: Dat€ of Delivery
'=a?
>z:
as shown on the inside cover
The 2015 Series A Bonds will be general obligations ofNew Jersey Institute of Technology ("NJIT" or "University"),
payable from revenues and legally available funds ofNJIT as described in this Official Statement. The2015 Series A Bonds shall
be secured under the provisions of an Indenture of Trust, dated as of March l, 2012, as amended and supplemented (the "Master
lndennrre"), by and between NJIT and U.S. Bank National Association (successor to Deutsche Bank National Trust Company), as
trustee (the "Trustee") and a Second Supplemental lndenture ofTrust, dated as
,2015, by and between NJIT and
the Trustee (the "Second Supplemental lndenture," and together with lhe Master lndenture, the "lndenture").
of
The 2015 Series A Bonds are being issued to (i) finance the payment of certain costs of construction of certain capital
projects ofNJIT, (ii) fund capitalized interest on the 2015 Series A Bonds, and (iii) pay certain costs incidental to the issuance
and sale ofthe 2015 Series A Bonds, as more fully set forth in this Official Statement. See "PLAN OF FINANCE" herein. The
2015 Series A Bonds shall not be deemed or construed to create or constitute a debt, liability, or a loan or pledge ofthe credit or
be payable out of property or firnds ofthe State ofNew Jersey.
ta i
The 2015 Series A Bonds are issuable as fully registered bonds in the name of Cede & Co., as nominee of The
Depository Trust Company, New York, New York ("DTC"). Individual purchases ofinterest in the 2015 Series A Bonds will be
made in book-entry form only. Purchasers of such interests (the "Beneficial Owners") will not receive certificates representing
their interests in the 2015 Series A Bonds. So long as Cede & Co., as nominee ofDTC, is the owner ofthe 2015 Series A Bonds,
references herein to the owners or registered owners will mean Cede & Co., and will not mean the Beneficial Owners ofthe 2015
Series
-=
2
A Bonds.
See
"BOOK-ENTRY-ONLY SYSTEM."
The 2015 Series A Bonds will be delivered in fully registered form in denominations of $5,000 or any integral multiple
thereof. Interest on the 2015 Series A Bonds is payable semi-annually on January I and July l, commencing on, _,
2015. The 2015 Series A Bonds ofeach maturity will bear interest fiom their dated date to their maturity (or prior redemption) at
the applicable rates set forth on the inside cover page.
The 2015 Series A Bonds are subject to redemption prior to maturity, including mandatory sinking fund redemption, as
described under "THE 2015 SENES A BONDS Redemption Provisions."
This cover pag€ contains certain information for quick referenca
essential to the mrking ofen informed investment decidon.
only. lnvestors m||st resd the €ntire Omcirl Strtcmcnt to obtsin information
All legal matters incident to the authorization and issuance of thc 2015 Series A Bonds by NJIT are subject to the approval of legality by Mccarter &
English LLP, Newark, New Jersey, BondColmsel to NJIT. Cenain legal natlers will be passedupon for NJIT by its General Counselan4 for the Underwriter by
its oounsel, Locke [,ord LLP, Monislown, New J€rsey. It is expected that the 201 5 Series A Bonds in definitive form wil I be available for deliverv throush the
facilities ofDTC in New York, New York on or
.2015.
about
-:;
Morgan Stanley
Daredr
_.
AM 45771555.5
2015
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
Download
Related flashcards

Liberalism

24 cards

Democratic socialism

40 cards

Liberalism

46 cards

Liberal parties

74 cards

Create Flashcards