Goldman, Sachs & Co.

Transcription

1 NEW ISSUE BOOK ENTRY ONLY RATINGS: Fitch: "AA" S&P: "AA" See "RATINGS" herein In the opinion of Bond Counsel to the Authority, under existing statutes and court decisions and assuming continuing compliance with certain tax covenants described herein (i) interest on the 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"), and (ii) such interest is not treated as a preference item for purposes of the Federal alternative minimum tax applicable to individuals and corporations (as defined for Federal income tax purposes) under the Code. Under the Code, interest on the Bonds is taken into account in determining adjusted current earnings for purposes of calculating the Federal alternative minimum tax imposed on certain corporations (as defined for Federal income tax purposes). See "TAX MATTERS RESPECTING THE BONDS" herein. In addition, in the opinion of Bond Counsel, under the existing laws of the State of Oklahoma the interest on the Bonds is not subject to taxation of any kind by the State or any county or political subdivision thereof. $83,745,000 OKLAHOMA CAPITOL IMPROVEMENT AUTHORITY State Agency Facilities Refunding Revenue Bonds Series 2014C (Subject to Annual Appropriation) Dated: Date of Delivery Due: July 1, as shown on the inside cover The above-described State Agency Facilities Refunding Revenue Bonds, Series 2014C (the "Bonds") are being issued by the Oklahoma Capitol Improvement Authority (the "Authority") to provide funds (i) for the refunding of its State Facilities Revenue Bonds (Higher Education Projects) Multi-Modal Variable Rate Demand Series 2006D (the "Series 2006D Bonds"), and (ii) to pay the related costs of issuance of the Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" herein. The Bonds are being issued pursuant to a Resolution adopted by the Authority on August 25, 2014 (the "Resolution"). The Bonds are issuable in fully registered form and when initially issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the Bonds. Purchases of beneficial ownership interests in the Bonds will be made in book entry form only, in $5,000 principal amounts or integral multiples thereof. Beneficial Owners of the Bonds will not receive physical delivery of certificates evidencing their ownership interest in the Bonds so long as DTC or a successor securities depository acts as the securities depository with respect to the Bonds. BOKF, NA, dba Bank of Oklahoma, will serve as Registrar and Paying Agent (the "Paying Agent") for the Bonds. Interest on the Bonds is payable each January 1 and July 1, commencing January 1, 2015, as more fully described herein. So long as DTC or its nominee is the registered owner of the Bonds, payments of the principal and interest on the Bonds will be made directly to DTC. Disbursement of such payments to DTC Participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of DTC Participants. See "THE BONDS Book-Entry-Only System" herein. Maturity Schedule on Inside Cover The Bonds are subject to redemption prior to maturity, as further described herein. The Bonds are payable from payments to be received by the Authority from certain institutions and entities within the Oklahoma State System of Higher Education (collectively, the "Lessees"), pursuant to the terms of certain Lease Agreement for Use and Occupancy (the "Lease Agreement" or "Agreement") with the Authority, which is the credit support for the Series 2006D Bonds. Payments by the Lessees under the Lease Agreement are subject to the annual appropriation of funds by the Oklahoma Legislature. See "FORM OF LEASE AGREEMENT FOR USE AND OCCUPANCY APPENDIX F," "LIST OF LESSEES AND PROJECTS APPENDIX G," "STATE BUDGETARY PROCESS" and "SECURITY FOR THE BONDS" herein. The Bonds are not an indebtedness of the State of Oklahoma, nor shall they be deemed to be an obligation of the State of Oklahoma or of any political subdivision thereof and neither the faith and credit nor the taxing power of the State of Oklahoma or any political subdivision thereof is pledged or may hereafter be pledged to the payment of the principal of or the interest on the Bonds. The Bonds are neither general obligations of the Authority nor personal obligations of the members of the Authority, but are limited obligations payable solely out of the Revenues specifically pledged to their payment. See "SECURITY FOR THE BONDS" and "RISK FACTORS" herein. The Bonds are offered when, as and if issued and are subject to the receipt of the approving certificate of the Attorney General of the State of Oklahoma and the legal opinion of the Floyd Law Firm, P.C., Norman, Oklahoma, Bond Counsel. Certain legal matters will be passed upon for the Underwriter by its counsel, Crowe & Dunlevy, A Professional Corporation, Oklahoma City, Oklahoma. It is expected that the Bonds will be available in definitive form for delivery at DTC in New York, New York, on or about September 30, Goldman, Sachs & Co. BOSC, Inc. A subsidiary of BOK Financial Corporation The date of this Official Statement is September 24, 2014.

2 $83,745,000 OKLAHOMA CAPITOL IMPROVEMENT AUTHORITY State Agency Facilities Refunding Revenue Bonds Series 2014C (Subject to Annual Appropriation) Maturity July 1 Maturities, Amounts, Interest Rates and Yields Principal Amount Interest Rate Yield CUSIP 2015 $1,845, % 0.180% CU ,565, % 0.380% CV ,615, % 0.710% CW ,695, % 1.000% CX ,260, % 1.280% CY ,425, % 1.600% CZ , % 1.920% DA ,365, % 1.920% DQ ,770, % 2.220% DB ,830, % 2.410% DC ,090, % 2.410% DR ,060, % 2.480% DD , % 2.770% DE ,965, % 2.540% DS , % 2.920% DF ,180, % 2.620% DT ,690, % 3.050% DG ,495, % 3.180% DH ,335, % 2.790% DU ,605, % 3.280% DJ ,435, % 2.860% DV , % 3.370% DK ,805, % 2.930% DW , % 3.280% DL ,365, % 2.990% DX ,520, % 3.480% DM ,230, % 3.040% DY ,080, % 3.430% DN , % 3.530% DZ ,260, % 3.570% DP ,985, % 3.570% EA2 CUSIP numbers have been assigned to this issue by Standard & Poor's CUSIP Service Bureau, a division of the McGraw-Hill Companies, Inc., and are included solely for the convenience of the Owners of the Bonds. Neither the Authority nor the Underwriters shall be responsible for the selection or correctness of the CUSIP numbers set forth above.

3 No dealer, broker, salesman or other person has been authorized to give any information or to make any representations, other than as contained in this Official Statement, and if given or made, any such other information or representations must not be relied upon. This Official Statement does not constitute an offer to sell or the solicitation 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. The information set forth herein has been furnished by the Authority, the Lessees and other sources which are believed to be reliable. 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 responsibilities 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 and this Official Statement is not to be construed as the promise or guarantee of 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 information or opinions set forth herein after the date of this Official Statement. This Official Statement contains statements that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of When used in this Official Statement, the words "estimate," "intend," "expect" and similar expressions are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. THE COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. THE COVER PAGE IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT, INCLUDING ALL APPENDICES ATTACHED HERETO TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THIS OFFICIAL STATEMENT IS DEEMED TO BE FINAL (EXCEPT FOR PERMITTED OMISSIONS) BY THE AUTHORITY AND THE LESSEES FOR PURPOSES OF COMPLYING WITH RULE 15c2-12 OF THE SECURITIES AND EXCHANGE COMMISSION.

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5 STATE OF OKLAHOMA Oklahoma Capitol Improvement Authority Governor Mary Fallin Chair Honorable Ken Miller State Treasurer Lieutenant Governor Todd Lamb Vice Chair Mike Patterson Director, Department of Transportation Deby Snodgrass Director, Department of Tourism & Recreation Ed Lake Director, Department of Human Services Dawn Cash Commissioner, Oklahoma Tax Commission Preston L. Doerflinger Director, Office of Management and Enterprise Services Staff Administrator, Oklahoma Capitol Improvement Authority Travis Monroe State Bond Advisor James C. Joseph Deputy General Counsel, Division of Capital Assets Management, OMES Tim Tuck, Esq. Counsel to Issuer Assistant Oklahoma Attorney General Kim Heaton, Esq. Bond Counsel Floyd Law Firm Norman, Oklahoma Registrar/Paying Agent BOKF, NA, dba Bank of Oklahoma Oklahoma City, Oklahoma Representing the Bond Commissioner Assistant Oklahoma Attorney General David Kinney, Esq.

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7 TABLE OF CONTENTS Page INTRODUCTION... 1 THE AUTHORITY... 1 THE REGENTS... 2 General... 2 THE BONDS... 4 Description of the Bonds... 4 Parity Obligations-Limited Duration... 4 Optional Redemption of the Bonds... 5 Notice of Redemption of the Bonds... 5 Selection of the Bonds to be Redeemed... 5 Limited Obligations... 6 Book-Entry-Only System... 6 ESTIMATED SOURCES AND USES OF FUNDS... 9 DEBT SERVICE REQUIREMENTS FOR THE BONDS STATE BUDGETARY PROCESS OUTSTANDING OBLIGATIONS OF THE AUTHORITY OTHER STATE OF OKLAHOMA TAX-BACKED OBLIGATIONS SECURITY FOR THE BONDS General Lease Agreement for Use and Occupancy Deposits of Revenues Funds Created by the Resolution Investment of Funds Flow of Funds Covenants by the Authority Additional Bonds Defaults and Remedies Supplemental Bond Resolutions Defeasance RISK FACTORS TAX MATTERS RESPECTING THE BONDS Opinion of Bond Counsel Certain Ongoing Federal Tax Requirements and Covenants Certain Collateral Federal Tax Consequences Bond Premium Information Reporting and Backup Withholding Miscellaneous LITIGATION LEGAL MATTERS ONGOING DISCLOSURE FINANCIAL STATEMENTS UNDERWRITING RATINGS MISCELLANEOUS APPENDIX A PROPOSED FORM OF OPINION OF BOND COUNSEL APPENDIX B EXCERPTS FROM THE STATE OF OKLAHOMA COMPREHENSIVE ANNUAL FINANCIAL REPORTS FOR THE FISCAL YEAR ENDED JUNE 30, 2013 (AUDITED) APPENDIX C CERTAIN FINANCIAL RESULTS OF THE STATE OF OKLAHOMA FOR FISCAL YEAR ENDED JUNE 30, 2014 (UNAUDITED) APPENDIX D CERTAIN FINANCIAL RESULTS OF THE STATE OF OKLAHOMA FOR THE FIRST TWO MONTHS OF FISCAL YEAR 2015 (UNAUDITED) APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT APPENDIX F FORM OF LEASE AGREEMENT FOR USE AND OCCUPANCY APPENDIX G LIST OF LESSEES AND PROJECTS

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9 $83,745,000 OKLAHOMA CAPITOL IMPROVEMENT AUTHORITY State Agency Facilities Refunding Revenue Bonds Series 2014C (Subject to Annual Appropriation) INTRODUCTION This Official Statement of the Oklahoma Capitol Improvement Authority (the "Authority"), including the cover and Appendices, is provided for the purpose of presenting certain information in connection with the issuance of its bonds, designated as the Oklahoma Capitol Improvement Authority State Agency Facilities Refunding Revenue Bonds, Series 2014C in the aggregate principal amount of $83,745,000 (the "Bonds"). The Bonds, dated as of the date of delivery, are being issued pursuant to a Resolution adopted by the Authority on August 25, 2014 (the "Resolution" or "Bond Resolution"). Under the Resolution, BOKF, NA, dba Bank of Oklahoma, will serve as Registrar and Paying Agent the (the "Paying Agent") for the Bonds. The Bonds and any Additional Bonds in the future issued on a parity therewith under the Resolution are collectively referred to as the "Bonds." The proceeds from the sale of the Bonds will be used by the Authority to provide funds (i) for the refunding of its State Facilities Revenue Bonds (Higher Education Projects) Multi- Modal Variable Rate Demand Series 2006D (the "Series 2006D Bonds"), and (ii) to pay the related costs of issuance of the Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" herein. The Bonds are payable from payments to be received by the Authority from certain institutions and entities within the Oklahoma State System of Higher Education (collectively, the "Lessees"), pursuant to the terms of a Lease Agreement for Use and Occupancy (the "Lease Agreement" or "Agreement") with the Authority, which is the credit support for the Series 2006D Bonds. Payments by the Lessees under the Lease Agreement are subject to the annual appropriation of funds by the Oklahoma Legislature. See "FORM OF LEASE AGREEMENT FOR USE AND OCCUPANCY APPENDIX F," "LIST OF LESSEES AND PROJECTS APPENDIX G," "STATE BUDGETARY PROCESS" and "SECURITY FOR THE BONDS" herein. This Official Statement includes brief descriptions of the Authority, the Bonds, the Resolution, the Agreement and related matters. Such descriptions do not purport to be comprehensive or definitive. References to such documents are qualified in their entirety by reference to the complete texts thereof, copies of such documents being available for inspection at the offices of the Authority. Capitalized terms used in this Official Statement and not otherwise defined shall have the respective meanings given in the Resolution. THE AUTHORITY The Bonds are being issued pursuant to the authority of Title 73, Oklahoma Statutes 2011, Sections 151 et seq., inclusive, as amended, and particularly by Title 73, Oklahoma Statutes 2011, Section 156.1, and Title 70, Oklahoma Statutes 2011, Section (H), as

10 amended (collectively, the "Act"). The Act authorizes the Authority to issue bonds for the purpose of refinancing or restructuring its outstanding obligations. On several occasions, the Oklahoma Supreme Court (the "Court") has validated laws creating the Authority and approved the issuance of bonds by the Authority. The Bonds are not required to be validated by the Court and the Authority has not submitted them to the Court for validation. The Authority was created as a funding source for construction of State office buildings within the State Capitol Complex. The statutory power of the Authority was expanded in 1998 to encompass the financing of improvements and enhancements for various State universities, colleges, agencies, boards, and authorities. Pursuant to Title 73, Oklahoma Statutes 2011, Section 152, as amended, the Authority consists of eight members, including the Governor (who serves as Chair), the Lieutenant Governor (who serves as Vice Chair), the Director of the Office of Management and Enterprise Services (who serves as Secretary), the Director of the Department of Human Services, a Commissioner of the Oklahoma Tax Commission, the State Treasurer, the Director of the Department of Tourism and Recreation, and the Director of the Department of Transportation. The Authority first issued bonds to finance the construction of four (4) State office buildings directly north of the State Capitol building. Thereafter, the Authority has provided financing for several facilities for the use and occupancy of various departments and agencies of the State. The Authority has twenty-seven (27) outstanding series of bonds, including the Series 2006D Bonds which are being refunded. Each of these series of bonds is subject to appropriation and each provides for a lease or other agreement between the Authority and the entity which was authorized to use the proceeds of the bonds for one or more of their projects. These Agreements require the lessee to make periodic payments to the Authority, which are accumulated by the Authority to pay debt service on the applicable bond issues. Because different entities are involved, not all Authority bonds are issued on parity. In each case where the same project for an entity has benefited from more than one Authority bond issue, those bonds are equitably and ratably secured by essentially the same Agreements, amended and restated from the initial applicable bond issue. See "OUTSTANDING OBLIGATIONS OF THE AUTHORITY" herein. The audited financial statements of the State of Oklahoma for the fiscal year ended June 30, 2013, are available on the OMES web site at Excerpts from the State of Oklahoma Comprehensive Annual Financial Report for Fiscal Year 2013 are included as Appendix B. Certain unaudited financial results of the State of Oklahoma for Fiscal Year 2014 and the first two months of Fiscal Year 2015, are included in Appendix C and Appendix D hereto. General THE REGENTS The Oklahoma State Regents for Higher Education, established by Article XIII-A of the Oklahoma Constitution (the Regents ), constitutes a coordinating board of control for all state higher education institutions supported in whole or in part by direct legislative appropriations. Among other specific powers, the Regents prescribe standards of higher education applicable to 2

11 each institution, recommend to the Legislature the budget allocations to each institution, allocate funds to each institution from appropriations made by the Legislature and transfer from one institution to another any property belonging to such institution when no longer needed by it and when needed by another institution to accomplish its functions. Under the State Constitution, the appropriations made by the Legislature for all institutions of higher education are required to be made in consolidated form to the Regents without reference to any particular institution, and the Regents are required to allocate to each institution according to its needs and functions. Further, under applicable law, the Regents are authorized to designate a part of an institution's allocation for a specific purpose. The Regents intent is, with respect to each agency under its purview, to designate that part of such agency's allotment that is needed to make payments under an Agreement, thereby restricting it for such purpose. The proceeds of the Series 2006D Bonds were used to finance projects at institutions within the state system of higher education in Oklahoma, including the acquisition and construction of new facilities and equipment, reimbursement of eligible expenditures made prior to the bond issuance, and the repair, renovation, remodeling and refurbishment of existing facilities and equipment. The Legislature appropriates to the Regents for allocation to the various institutions certain moneys from the Oklahoma Education Lottery Trust Fund (the "Trust Fund"), and from such other sources as may be necessary, sufficient moneys to make rental payments owing by each institution under its Agreement. The rental payments to be made by the institutions are subject to the annual appropriation of moneys by the Legislature and the allocation of those moneys by the Regents. Oklahoma Education Lottery Trust Fund. The Trust Fund was created by an amendment to the Oklahoma State Constitution approved by voters of the State on November 2, 2004 (the "Constitutional Amendment"). The Constitutional Amendment, Article 10, Section 41, provides that the Trust Fund consists of funds transferred to it from the Oklahoma Education Lottery (the "Lottery") and that the Legislature shall appropriate funds from the Trust Fund for specified educational purposes, including the construction of educational facilities for the Oklahoma State System of Higher Education. Pursuant to that authority, the Legislature approved House Bill 1278 in 2003 providing that Lottery proceeds (net of operating expenses of the Oklahoma Lottery Commission and prize money) shall be transferred to the Trust Fund on a quarterly basis. Oklahoma statutes also require such Lottery net proceeds for any fiscal year to equal at least 35% of Lottery gross proceeds for such year. Further, Oklahoma statutes provide that the moneys in the Trust Fund may only be appropriated as follows: (i) 45% to kindergarten through twelfth grade public education and for early childhood development purposes; (ii) 5% to a School Consolidation and Assistance Fund; (iii) 5% to the Oklahoma Teachers' Retirement System; and (iv) the remaining 45% for various purposes, including the construction of education facilities for the Oklahoma State System of Higher Education. Consistent with the intent of the Legislature, appropriations from the remaining 45% of Trust Fund moneys shall be made to the Regents to enable the various institutions to make rental payments to the Authority. 3

12 The Legislature is to appropriate to the Regents from the Trust Fund and "from such other sources as may be necessary" sufficient moneys to make rental payments under the Lease Agreement. Thus, this appropriation is not subject solely to the availability of Lottery revenues. Description of the Bonds THE BONDS The aggregate principal amount of the Bonds shall be as set forth on the cover page hereof and the Bonds shall mature on the dates and in the amounts, with interest thereon at the rates, set forth on the inside cover page hereof. See "SECURITY FOR THE BONDS" herein. The Bonds shall be executed and delivered in fully registered form in denominations of $5,000 or integral multiples thereof not exceeding the aggregate principal amount stated to mature on any given date. The Bonds shall be dated the date of their delivery and the Owners of the Bonds shall be entitled to receive interest therefrom. The first interest payment date shall be January 1, The payment of principal of and interest on the Bonds shall be made in lawful money of the United States of America. BOKF, NA, dba Bank of Oklahoma, will serve as Registrar and Paying Agent for the Bonds. DTC shall act as Depository for the Bonds. So long as DTC is acting as Depository, the principal of and interest on the Bonds shall be payable as directed by the Depository. The Authority and the Paying Agent, or any successor, may deem and treat the person in whose name any Bond shall be registered upon the books of the Paying Agent, as Registrar, as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of or on account of principal of or interest on such Bond and for all other purposes, and all such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sums paid, and neither the Authority nor the Paying Agent or successors shall be affected by any notice to the contrary. If any Bond shall become mutilated or be lost, stolen or destroyed prior to the payment thereof, a new Bond of like tenor and date and bearing the same number, will be prepared, executed and delivered, either in exchange for and upon cancellation of the mutilated Bond or in substitution for the Bond lost, stolen or destroyed, but such exchange or substitution shall be made only upon receipt of satisfactory evidence of the loss, theft or destruction of such Bonds, proof of ownership thereof, indemnity satisfactory to the Authority and payment by the Bondowner of reasonable charges of the Paying Agent and the cost of preparing such Bond. Parity Obligations-Limited Duration The Series 2006D Bonds were initially issued on a parity with the Oklahoma Capitol Improvement Authority State Facilities Revenue Bonds (Higher Education Projects) Tax-Exempt Series 2005F (the Series 2005F Bonds ). The Series 2005F Bonds, except for the July 1, 2014 and July 1, 2015 maturities (the Unrefunded Bonds ), were refunded by the Authority s State Facilities Refunding Revenue Bonds, Series 2014A (the Series 2014A Bonds ). The Series 2014 A Bonds were not issued on a parity with the Series 2006D Bonds. However, the July 1, 2015 maturity of the Series 2005F Bonds, in the aggregate principal amount of $11,275,000, 4

13 remains outstanding and will continue to have the credit support of the Agreements, until such bonds are paid in full, which is scheduled to be July 1, Until then, the Unrefunded Bonds and the Bonds will be parity obligations. The lease payments to be made by the Agencies pursuant to the Agreements, if made, will be sufficient to cover the debt service on the Unrefunded Bonds and the Bonds. Optional Redemption of the Bonds The Authority reserves the right, at its option, to redeem Bonds having stated maturities on and after July 1, 2025, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on July 1, 2024, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption. If less than all of the Bonds are to be redeemed and if less than all of a maturity is to be redeemed, the Paying Agent shall determine by lot the Bonds, or portions thereof, within such maturity to be redeemed. If a Bond (or any portion of the principal sum thereof) shall have been called for redemption and notice of such redemption shall have been given, such Bond (or the principal amount thereof to be redeemed) shall become due and payable on such redemption date and interest thereon shall cease to accrue from and after the redemption date provided funds for the payment of the redemption price and accrued interest thereon are held by the Paying Agent on the redemption date. Notice of Redemption of the Bonds Notice of redemption of the Bonds will be given at least 30 days prior to the date fixed for redemption. So long as the Bonds are registered through the book-entry-only system, notice will be given only to DTC (or a designated successor depository). The failure to receive any such mailed notice shall not affect the redemption proceedings. The Bonds so called for redemption will not bear interest after the date fixed for redemption. The Bonds shall be called for redemption in multiples of $5,000. Selection of the Bonds to be Redeemed The Authority shall select the order of maturity in which the Bonds are to be redeemed. In the event that part, but less than all, of a particular maturity is called for redemption, the Paying Agent shall determine the Bonds or $5,000 portions of Bonds, as described above, of that maturity to be redeemed by lot. Any notice of redemption may state that it is conditional upon receipt of the Paying Agent of money sufficient to pay the redemption amount or upon satisfaction of any other condition or that it may be rescinded upon the occurrence of any event, and any conditional notice may be rescinded at any time before the redemption date if any such condition is not satisfied or if any such other event occurs. Bonds of denominations of more than $5,000 face amount shall be treated for redemption purposes as representing the number of Bonds obtained by dividing the denomination of the Bonds by $5,000, and such Bonds may be selected for redemption in part. If such redemption occurs after the Authority has delivered physical securities to the holders of the Bonds, the holders selected for redemption in part shall receive, without cost, a new bond of like tenor, 5

14 interest rate and maturity in the amount of the unredeemed portion of the Bond being surrendered. Limited Obligations The Bonds are not an indebtedness of the State of Oklahoma, nor shall they be deemed to be an obligation of the State of Oklahoma or of any political subdivision thereof and neither the faith and credit nor the taxing power of the State of Oklahoma or any political subdivision thereof is pledged or may hereafter be pledged to the payment of the principal of or the interest on the Bonds. The Bonds are not general obligations of the Authority, nor personal obligations of the members of the Authority, but are limited obligations payable solely out of the Revenues specifically pledged to their payment. See "RISK FACTORS" herein. Book-Entry-Only System The information in this section concerning The Depository Trust Company ("DTC") and DTC's book-entry-only system has been obtained from DTC, and the Authority and the Underwriters take no responsibility for the accuracy thereof. DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-u.s. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a whollyowned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC 6

15 Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all the Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions and dividend payments on the Bonds will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Authority or the Paying Agent on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street 7

16 name," and will be the responsibility of such Participant and not of DTC (nor its nominee), the Paying Agent or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions and dividend payments on the Bonds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the Authority. Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates are required to be printed and delivered. The Authority may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC. The Authority, Bond Counsel and the Underwriters cannot and do not give any assurances that the DTC Participants will distribute to the Beneficial Owners of the Bonds: (i) payments of principal of or interest on the Bonds; (ii) certificates representing an ownership interest or other confirmation of Beneficial Ownership interests in the Bonds; or (iii) redemption or other notices sent to DTC or its nominee, as the Registered Owners of the Bonds; or that they will do so on a timely basis or that DTC or its participants will serve and act in the manner described in this Official Statement. The current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC. None of the Authority, Bond Counsel or the Underwriters will have any responsibility or obligation to such DTC Participants (Direct or Indirect) or the persons for whom they act as nominees with respect to: (i) the Bonds; (ii) the accuracy of any records maintained by DTC or any DTC Participant; (iii) the payment by any DTC Participant of any amount due to any Beneficial Owner in respect of the principal amount of or interest on the Bonds; (iv) the delivery by any DTC Participant of any notice to any Beneficial Owner which is required or permitted under the terms of the Resolution to be given to Registered Owners; (v) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (vi) any consent given or other action taken by DTC as Registered Owner. In reading this Official Statement, it should be understood that while the Bonds are in the Book Entry system, references in other sections of this Official Statement to Registered Owner should be read to include the Beneficial Owners of the Bonds, but: (i) all rights of ownership must be exercised through DTC and the Book Entry system; and (ii) notices that are to be given to Registered Owners by the Authority will be given only to DTC. [Remainder of this Page intentionally left blank] 8

17 ESTIMATED SOURCES AND USES OF FUNDS The proceeds from the sale of the Bonds along with certain other dedicated funds of the Authority will be used by the Authority to (i) refund the outstanding Series 2006D Bonds; and (ii) pay costs of issuing the Bonds. The Authority will irrevocably deposit cash in a special escrow account held by the State Treasurer. The cash deposit to the special escrow account will be sufficient to make the full and timely payment of all principal of and interest on the refunded Series 2006D Bonds on the date fixed for their redemption dates. Upon such irrevocable deposit, the refunded Series 2006D Bonds will no longer be deemed to be outstanding. The following table sets forth the estimated sources and uses of the proceeds of the Bonds. Sources of Funds Principal of Bonds $83,745, Plus: Net Original Issue Premium on Bonds 9,045, Plus: OCIA Contribution 1,838, Total Sources: $94,629, Uses of Funds Deposit to the Escrow for the Series 2006D Bonds $93,525, Costs of Issuance 1 and Contingency 1,104, Total Uses: $94,629, Includes all costs of issuance (including Underwriters' discount, rating agency, Bond Registrar, legal fees and other fees and expenses, the payment of which is contingent upon the issuance of the Bonds). [Remainder of this Page intentionally left blank] 9

18 DEBT SERVICE REQUIREMENTS FOR THE BONDS The following table sets forth the annual amounts required to pay scheduled principal and interest on the Bonds during each fiscal year ending June 30. Debt Service Requirements Series 2014C Bonds Maturity July 1 Principal Interest Total Debt Service 2015 $1,845,000 $2,613, $4,458, ,565,000 3,434, ,999, ,615,000 3,383, ,998, ,695,000 3,304, ,999, ,260,000 3,197, ,457, ,425,000 3,034, ,459, ,595,000 2,862, ,457, ,770,000 2,687, ,457, ,920,000 2,536, ,456, ,060,000 2,397, ,457, ,265,000 2,194, ,459, ,470,000 1,987, ,457, ,690,000 1,769, ,459, ,830,000 1,628, ,458, ,040,000 1,417, ,457, ,220,000 1,237, ,457, ,475, , ,458, ,750, , ,460, ,010, , ,458, ,245, , ,458, STATE BUDGETARY PROCESS The Fiscal Year for Oklahoma State government entities is a period of 12 consecutive months beginning on July 1 of each year and ending on June 30 of the following year. The following is a general discussion of the budget process of Oklahoma State Government: General. The State of Oklahoma is constitutionally provided with two houses of the State Legislature and a Governor. The Senate and House of Representatives begin a Legislative session on the first Monday of February which must end by the last Friday of May each year. The State Constitution mandates a balanced budget. In general, the Legislature has a formal role in the formation of budget request instructions and in the compilation of budget requests from agencies. Although the Legislature's focus has been changed from objects of expenditure to program spending, the Legislature has implemented performance measurement procedures to improve oversight and allocation decisions. The Governor possesses "line item veto" powers. 10

19 Agency Budget Requests. The budget process begins in June each year when the Director of the Office of Management and Enterprise Services ("OMES") and the Joint Legislative Committee on Budget and Program Oversight ("JLCBPO") issue instructions for annual budget requests for the subsequent fiscal year. These instructions specify the form, manner and detail in which an agency must submit its annual budget. Agency Budget Request Development. Once they have received their instructions, State agencies begin preparation of their budget requests for submission to the Director of OMES and the JLCBPO. The development of budget requests varies substantially from agency to agency and is far more complex with large agencies than small ones. All budget requests include a brief narrative describing the purpose of the agency, its programs, funding, number of employees and the changes it wants for the upcoming year. The request must include justifications for any proposed program changes and proposed sources of funding for any expansion. Not all agency funding comes from appropriations. Many State agencies receive federal funds or earmarked revenues from fees, permits or taxes, or both federal and earmarked funds. Such agencies' budgets must include estimates of federal or earmarked funds along with any request for appropriation. Budget requests must be submitted by October 1 st. Budget requests are initially reviewed by analysts in the Division of the Budget and the House and Senate Fiscal Staffs. The head of the Division of the Budget, the Director of OMES and the Governor conduct subsequent reviews to develop the Governor's recommendation. Governor's Recommended Annual Budget. After review of the budget proposals for technical accuracy, justification and evaluation, the Governor develops a comprehensive budget for the State. In addition to the Governor's budget recommendations, this comprehensive recommendation includes any statutory changes needed to accomplish policy or appropriation changes that are part of the budget plan. The Revenue Certification Process. A fundamental element in the Governor's Recommended Budget is the State Board of Equalization's certification of funds available for appropriation by the Legislature. The Constitution requires the Board to meet prior to each legislative session to determine the total amount the Legislature can appropriate. The Constitution requires the Board to estimate the income of each fund and certify an amount equal to 95% of the estimate for appropriation from each fund. The remaining 5% is to be held unappropriated. This process applies only to anticipated revenues. Cash on hand may be appropriated in its entirety with some restrictions. The Board may meet one additional time to reevaluate its estimate. The initial certification plays a key role in the Governor's budget planning. Because of the requirement for a balanced budget, and more specific statutory requirements, the Governor's recommendations must be within the allowed appropriations total or the Governor must propose revenue increases to balance the proposed budget. Legislative Enactment of the Budget. State law requires that, immediately after the beginning of each year's regular session of the Legislature, the Governor shall submit to the presiding officer of each house printed copies of the proposed budget as well as drafts of the legislation needed to implement the budget recommendations. The 11

20 Constitution requires that all revenue-raising measures be introduced in the House of Representatives. After appropriation bills are introduced, the presiding legislative officers refer them to the appropriations committees of the two houses which normally assign them to subcommittees for more detailed consideration. After final deliberations, a report is filed and drafted into an appropriations bill for each house. Appropriations bills may be amended on the floor and become part of the "engrossed" bill which is transmitted to the opposite house for consideration. The second house may agree to the "engrossed" bill or may propose changes, which then must be agreed to by the first house. If no agreement is reached, a joint committee is selected and differences resolved. Bills, once passed by both houses in final form, are then forwarded to the Governor for signature. Governor's Signature. The Governor's signature completes the enactment of an appropriations bill. The Governor has constitutional power to line-item veto provisions. Administration of the State Budget. The distribution of funds, the regulation of expenditure and the accounting controls related to the State budget are the responsibility of OMES with formal involvement of the Legislature through its JLCBPO for transfers of money requested by agencies. The State agency begins the process by submitting a "budget work program" which is a detailed plan of expenditure of all funds available to the agency. Following approval, the agency formally requests allotment of funds made available to it. Allotments are requested and granted quarterly. Fiscal Year 2012 Results. The adopted budget for Fiscal Year 2012 provided for appropriated expenditures of $6.5 billion, equal to a decrease of $211 million or 3.1% from the Fiscal Year 2011 budget. Budgeted appropriations for education declined by approximately $167 million or 4.7% from Fiscal Year 2011, including a 4.1% reduction for the Board of Education and a 5.8% reduction for the Regents of Higher Education. In March 2012, the Governor signed a supplemental funding bill, providing $92.5 million for natural disaster assistance, teacher certification bonuses, and insurance benefits for certain education employees, and other smaller appropriations. The State of Oklahoma experienced strong revenue collections in Fiscal Year 2012 with total receipts of $5.7 billion, which exceed Fiscal Year 2011 receipts by 8.1% or $423 million. Sales and income tax collections showed continued year-over-year growth through Fiscal Year 2012, although gross production taxes fell below expectations. The State deposited $328.3 million into the Rainy Day Fund as a result of the Fiscal Year 2012 receipts. The Fiscal Year 2012 balance of $577.5 million in the Rainy Day Fund was the second highest balance on record. Fiscal Year 2013 Results. The State's budget for Fiscal Year 2013 provided for $6.8 billion in budgeted appropriations. This funding level represented a 5.1% increase from Fiscal Year 2012 budgeted appropriations and was the first time since the recession that agencies received more money than the prior year. Education funding increased by 2.2% from Fiscal Year 2012, and public health spending grew by 5.3% over the same period. 12

21 General Revenue Fund collections for Fiscal Year 2013 exceeded the Certified Estimate, resulting in a $2.7 million deposit to the Rainy Day Fund. A program to repay oil and gas firms for deferred tax credits of $297 million over three years (beginning in Fiscal Year 2013) resulted in significantly lower gross production tax collections than would have otherwise been recorded. Additionally, a temporary reduction in the gross production tax on horizontal wells from 7% to 1% had a negative effect on collections. Net income taxes exceeded the Estimate by 10.6% in Fiscal Year 2013, more than offsetting declines in the other major tax categories. In 2013, the Governor and Legislature agreed to use $45 million from the Rainy Day Fund for disaster relief. Following this use of funds and a deposit of $2.7 million, the Rainy Day Fund balance was $535.2 million. Fiscal Year 2014 Results (Unaudited). The State's adopted budget for Fiscal Year 2014 provided for $7.1 billion in total budgeted appropriations. This funding level represented a 4.2% increase from Fiscal Year 2013 budgeted appropriations. Education funding increased by 3.2% from Fiscal Year 2013, and public health spending grew by 4.5% over the same period. All education (Common Education, Higher Education, & Career Technology) appropriations accounted for about 50% of the total, while health and human services represented about 31%. There was a special appropriation of $60 million in Fiscal Year 2014 for improvements to the State Capitol Building. Another $60 million was expected to be included in the Fiscal Year 2015 budget. However, those appropriations for capital improvements were in a bill that was ruled unconstitutional by the Oklahoma Supreme Court on December Total General Revenue Fund collections for Fiscal Year 2014 were $5.6 billion, which is approximately the same as the prior year and $283.8 million or 4.8% below the official estimate upon which the Fiscal Year 2014 state budget was based. Collections from two of the four major tax categories were below official estimates for Fiscal Year Income tax and sales tax collections were below official estimates by 7.5% and 3.5%, respectively. Gross production tax and motor vehicle tax collections were ahead of official estimates by 22.7% and 6.1%, respectively. See Appendix C hereto for certain unaudited financial results of the State of Oklahoma for the Fiscal Year Ended June 30, Fiscal Year 2015 Outlook. On May 16, 2014, Governor Fallin and legislative leaders announced an agreement on the Fiscal Year 2015 Budget. The agreement included supplemental appropriations for eleven entities, totaling $110.1 million. Most significant of these were an additional $47.7 million to the Oklahoma Health Care Authority, $13 million to the Department of Corrections, $25.5 million for ad valorem reimbursement to local school districts, and $15 million for state building maintenance. The Fiscal Year 2015 spending plan includes a mix of budget increases and cuts. The departments of Education, Human Services, Public Safety, Mental Health and the Medical Examiner's Office received additional funding, while seven other agencies were held at prior year spending levels and fifty-two agencies received cuts (most of about 5.5%). 13