NOTICE OF BOND SALE $30,000,000 FLORIDA GULF COAST UNIVERSITY FINANCING CORPORATION

Transcription

1 NOTICE OF BOND SALE $30,000,000 FLORIDA GULF COAST UNIVERSITY FINANCING CORPORATION consisting of $30,000,000 Capital Improvement Revenue Bonds, Series 2013A (Housing Project) NOTICE IS HEREBY GIVEN that Florida Gulf Coast University Financing Corporation (hereinafter called the "Financing Corporation") will receive bids (hereinafter referred to as "Bids") electronically via PARITY in the manner described below, until 11:00 a.m. Eastern Time on such date as communicated through TM3 News Service not less than twenty (20) hours prior to the time Bids are to be received (the Bid Date ) for the purchase of Florida Gulf Coast University Financing Corporation Capital Improvement Revenue Bonds, Series 2013A (Housing Project) (the Series 2013A Bonds ) in the aggregate principal amount of $30,000,000 as described in the Preliminary Official Statement described below (the "Preliminary Official Statement"). For definitions of capitalized terms not defined in the text hereof, see the Preliminary Official Statement. FORM OF THE SERIES 2013A BONDS - BOOK ENTRY ONLY The Series 2013A Bonds will be issued as registered bonds in book-entry-only form through The Depository Trust Company, New York, New York ("DTC"), in denominations of $5,000 or integral multiples thereof; will be dated the date of their initial delivery (the "Dated Date"); and will bear interest from the Dated Date as set forth in the terms of this Notice of Bond Sale, payable initially on August 1, 2013 and semiannually thereafter on February 1 and August 1 of each year until maturity or redemption. MATURITY SCHEDULE The Series 2013A Bonds will mature on February 1 in the years specified in this Notice of Bond Sale. TERM BONDS OPTION The successful bidder on the Series 2013A Bonds has the option of specifying that all of the principal amount of Series 2013A Bonds scheduled to mature in any two or more consecutive years beginning on or after February 1, 2023 will, in lieu of maturing in each of such years, be considered to comprise a single maturity (a "Term Bond") scheduled to mature in the latest of such years and be subject to mandatory sinking fund redemption in the manner described below in each of the years and in the principal amounts as given in the maturity schedule. The successful bidder may exercise the above option one or more times. The successful bidder must provide the Financial Advisor with the details of its intentions regarding the designation of Term Bonds immediately after any award of the Series 2013A Bonds. REDEMPTION PROVISIONS The Series 2013A Bonds, or portions thereof, maturing on or prior to February 1, 2023 are not subject to optional redemption prior to their respective stated dates of maturity. The Series 2013A Bonds, or portions thereof, maturing on February 1, 2024 and thereafter shall be subject to redemption prior to their stated dates of maturity, at the option and direction of the Financing Corporation, in whole or in part, in such maturities as the Financing Corporation, in its discretion, shall select (or if the Financing Corporation fails to designate such maturities, in inverse order of maturity) and by lot within a maturity if less than a full maturity, on any date on or after February 1, 2023, at a redemption price of 100% of the principal amount to be redeemed, plus accrued interest to the date set for redemption. Any Term Bonds specified pursuant to the Term Bonds option also will be redeemable from funds on deposit in the sinking fund for mandatory redemption of Term Bonds, by lot at par, plus accrued interest, without premium, in the amounts and in the years specified in the maturity schedule and pursuant to the Term Bonds option set forth above. BASIS OF AWARD The Series 2013A Bonds will be issued as tax-exempt bonds. Bids must be only for all of the Series 2013A Bonds and must be unconditional. The purchase price bid for the Series 2013A Bonds may include a discount not to exceed 1% of the aggregate principal amount of the Series 2013A Bonds, excluding any original issue discount or original issue premium. No more than one Bid for the Series 2013A Bonds from any bidder will be considered. The Series 2013A Bonds will be awarded to the bidder offering to purchase the Series 2013A Bonds at the lowest annual interest cost rate computed on the true interest cost basis. The annual true interest cost rate will be determined by doubling the semiannual interest rate (compounded semiannually on a 30 day month and a 360 day year basis) necessary to discount the semiannual debt service payments on the Series 2013A Bonds to the price bid. Bidders will be notified by TM3 of the proposed delivery date; such date will be the date from which the annual true interest cost rate will be calculated. If two or more Bids

2 provide the lowest annual true interest cost rate, the Financing Corporation and the Financial Advisor will determine by lot which Bid will be accepted, and such determination will be final. The Financing Corporation reserves the right to waive any informality or irregularity in any Bid and to reject any and all Bids. The Financing Corporation s judgment shall be final and binding upon all bidders with respect to the form and adequacy of any Bid received and as to its conformity to the terms of this Notice of Sale. All Bids remain firm until the final award is made. INTEREST RATES PERMITTED The Series 2013A Bonds will bear interest expressed in multiples of 1/8 or 1/20 of 1%. No difference greater than 4% will be permitted between the highest and lowest coupon rates of interest specified for the Series 2013A Bonds. It will not be necessary that all Series 2013A Bonds bear the same rate of interest, provided that all Series 2013A Bonds maturing on the same date must bear the same rate of interest. Maturities designated as Term Bonds must bear one rate of interest; however, if more than one Term Bond is designated, each Term Bond need not bear the same rate of interest, as long as the restrictions above are complied with. A Bid including any rate of interest based upon the use of split or supplemental interest payments or a zero rate of interest will not be considered. BOND REGISTRAR/PAYING AGENT BIDS The Bond Registrar/Paying Agent for the Series 2013A Bonds is TD Bank, National Association. Bids for the purchase of the Series 2013A Bonds will be received electronically via PARITY by the Financing Corporation on a date and at such times as will be communicated by TM3. Because of the possibility that such date may be as early as the day after this Notice of Bond Sale is received, potential bidders without access to TM3 are urged to request such notification immediately. Prior to the time by which Bids are required to be received on the Bid Date, a prospective bidder may (1) submit the proposed terms of its Bid via PARITY, (2) modify the proposed terms of its Bid, in which event the proposed terms as last modified will (unless the bid is withdrawn as described herein) constitute its Bid for the Series 2013A Bonds, or (3) withdraw its proposed Bid. Once the Bids are communicated electronically via PARITY to the Financing Corporation, each Bid will constitute an irrevocable offer to purchase the Series 2013A Bonds on the terms therein provided. For purposes of the electronic bidding process, the time as maintained on PARITY shall constitute the official time. For information purposes only, bidders are requested to state in their Bids the true interest cost to the Financing Corporation as described under Basis of Award above, represented by the rate or rates of interest and the bid price specified in their respective Bids. Bids may be submitted via i-deal LLC's Parity/ Bidcomp Competitive Bidding System ("PARITY ) only by bidders who have executed PARITY s "ELECTRONIC BIDDING CONDITIONS" agreement. Each bidder will be solely responsible for making the necessary arrangements to access the PARITY service for purposes of submitting its Bid in a timely manner and in compliance with the requirements of this Notice of Bond Sale. i-deal LLC will not have any duty or obligation to provide or assure such access to any bidder, and neither the Financing Corporation nor i-deal LLC will be responsible for the proper operation of, or have any liability for, any delays or interruptions of, or any damages caused by, the PARITY service. The Financing Corporation is authorizing the use of PARITY as a communications mechanism to conduct the electronic bidding for the Series 2013A Bonds; the owners of such service are not agents of the Financing Corporation. The Financing Corporation is not bound by any advice and determination of i-deal LLC to the effect that any particular Bid complies with the terms of this Notice of Bond Sale and in particular the specifications set forth in "BASIS OF AWARD" and "INTEREST RATES PERMITTED" above. All costs and expenses incurred by bidders in connection with their registration and submission of Bids via PARITY are the sole responsibility of such bidders, and the Financing Corporation is not responsible, directly or indirectly, for any such costs or expenses. Submission of a Bid in any form permitted herein indicates acknowledgment, understanding and acceptance of the terms and provisions of this Notice of Bond Sale and of such Bid. A good faith deposit is not required to accompany a Bid; however, the successful bidder must wire transfer a deposit in the amount of $300,000 in immediately available funds (the Deposit ) for the Series 2013A Bonds to the Financing Corporation to be received no later than 3 : 00 p.m., Eastern Time, on the day after Bids are received. The successful bidder shall provide, as soon as it is available, evidence of wire transfer by providing the Financing Corporation with the federal funds reference number. In the event the Deposit is not received by such time, the Financing Corporation reserves the right to award the Series 2013A Bonds to another bidder. No interest on the Deposit will accrue to the successful bidder. The Deposit will be applied to the purchase price of the Series 2013A Bonds. In the event the successful bidder fails to honor its accepted Bid or otherwise fails to comply with the Deposit requirement as described herein, that bidder nonetheless shall be obligated to pay to the Financing Corporation the sum of $300,000 as liquidated damages and the Deposit will be retained by the Financing Corporation as payment therefor. In the event that the Financing Corporation fails to deliver the Series 2013A Bonds to the successful bidder, the Deposit will be immediately

3 delivered by the Financing Corporation to the successful bidder, and none of the successful bidder, the Financing Corporation and any other party will have any further obligation with respect to the Series 2013A Bonds. The bidders must provide the Financing Corporation with the public reoffering prices and/or yields of the Series 2013A Bonds with a Bid for the Series 2013A Bonds. Although the Financing Corporation reserves the right to reject any and all Bids as provided above, nothing in this Notice of Sale shall be construed to prohibit a syndicate or other similar consortium of entities from submitting a Bid. DELIVERY AND PAYMENT It is anticipated that the Series 2013A Bonds will be available for delivery to DTC in book-entry only form on or about two weeks after the sale and award of the Series 2013A Bonds or some other date to be mutually agreed upon between the successful bidder and the Financing Corporation. When delivered, the Series 2013A Bonds will be duly executed and authenticated and registered in the name of Cede & Co., as nominee of DTC, as registered owner of the Series 2013A Bonds. Full payment of the balance of the purchase price, net of the Deposit, must be made by Federal Reserve wire transfer in immediately available fund to the Financing Corporation without cost to the Financing Corporation. CLOSING DOCUMENTS If requested by the purchaser, the Financing Corporation will furnish to the purchaser upon delivery of the Series 2013A Bonds the following closing documents in a form satisfactory to Bond Counsel: (1) a signature and no-litigation certificate, (2) a certificate regarding information in the Official Statement, (3) the approving opinion of Bond Counsel and (4) the seller's receipt as to payment. A copy of the complete transcript of the proceedings authorizing the Series 2013A Bonds will be delivered to the purchaser of the Series 2013A Bonds subsequent to the delivery of the Series 2013A Bonds. Copies of the forms of such closing papers and certificates may be obtained from Bond Counsel. OFFICIAL STATEMENT Upon the sale of the Series 2013A Bonds, the Financing Corporation will authorize an Official Statement which is expected to be in substantially the same form as the Preliminary Official Statement, subject to minor additions, deletions and revisions as required to complete the Preliminary Official Statement. The Financing Corporation deems the Preliminary Official Statement to be "final" as described in subsection (b)(1) of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (the Rule ) for the purposes of the Rule. If so requested by the purchaser at or before the close of business on the date of the sale, the Financing Corporation will include in the Official Statement such pricing and other information with respect to the terms of the reoffering of the Series 2013A Bonds by the successful bidder ( Reoffering Information ), if any, as may be specified and furnished in writing by the successful bidder. The Official Statement will include the interest rates on the Series 2013A Bonds resulting from the bid of the successful bidder and the other statements with respect to reoffering contained in the Preliminary Official Statement. The successful bidder shall be responsible to the Financing Corporation and its officials for the Reoffering Information, and for all decisions made by such successful bidder with respect to the use or omission of the Reoffering Information in any reoffering of the Series 2013A Bonds, including the presentation or exclusion of any Reoffering Information in any documents, including without limitation the Official Statement. Up to 500 copies of the Final Official Statement will be made available to the successful bidder at the expense of the Financing Corporation not later than seven (7) business days subsequent to the date of the award of the Series 2013A Bonds; additional copies, if needed, will be furnished at the expense of the successful bidder. MATURITY SCHEDULE The Series 2013A Bonds will mature on February 1 of the following years in the following principal amounts: Series 2013A Bonds Maturity Principal Amount 2/1/ , /1/ , /1/ , /1/ , /1/ , /1/ , /1/ , /1/ , /1/ ,000.00

4 2/1/ , /1/ , /1/ , /1/ , /1/ , /1/2030 1,025, /1/2031 1,065, /1/2032 1,105, /1/2033 1,145, /1/2034 1,185, /1/2035 1,235, /1/2036 1,285, /1/2037 1,335, /1/2038 1,390, /1/2039 1,445, /1/2040 1,500, /1/2041 1,565, /1/2042 1,625, /1/2043 1,690, CUSIP NUMBERS AND DTC ELIGIBILITY It is anticipated that CUSIP identification numbers will be printed on the Series 2013A Bonds, but neither the failure to print such number on any Series 2013A Bond nor any error with respect thereto will constitute cause for failure or refusal by the successful bidder to accept delivery of and pay for the Series 2013A Bonds in accordance with its agreement to purchase the Series 2013A Bonds. All expenses in relation to the printing of CUSIP numbers on the Series 2013A Bonds will be paid for by the Financing Corporation; provided, however, that it will be the responsibility of the successful bidder to timely obtain and pay for the assignment of such CUSIP numbers. It is anticipated that the Series 2013A Bonds will be eligible for custodial deposit with DTC; however, it will be the responsibility of the successful bidder to obtain such eligibility. Failure of the successful bidder to obtain DTC eligibility will not constitute cause for failure or refusal by the successful bidder to accept delivery of and pay for the Series 2013A Bonds in accordance with its agreement to purchase the Series 2013A Bonds. UNDERWRITER'S CERTIFICATE Prior to or at the time of delivery of the Series 2013A Bonds, the successful bidder will be required to furnish a certificate, in a form satisfactory to Bond Counsel, certifying the initial offering price of the Series 2013A Bonds. Copies of the form of such certificate may be obtained from Bond Counsel. CONTINUING DISCLOSURE In order to assist bidders in complying with subsection (b)(5) of the Rule, the Financing Corporation will execute and deliver a continuing disclosure certificate (the Continuing Disclosure Certificate) on or before the date of issuance of the Series 2013A Bonds pursuant to which it will undertake to provide certain information annually and notices of certain events. The form of the Continuing Disclosure Certificate is set forth in the Preliminary Official Statement and also will be set forth in the Official Statement. A copy of the executed undertaking (in substantially the form set forth in the Preliminary Official Statement) will be included in the transcript of proceedings relating to the issuance of the Series 2013A Bonds. RIGHT TO CHANGE THE NOTICE OF SALE NOTE: The Financing Corporation may revise this Notice of Sale by written notice available to prospective bidders at the place of sale at the time for submission of Bids or by publishing notice of any revisions on TM3 at or before the time for submission of Bids. Any Bid submitted shall be in accordance with, and incorporate by reference, this Notice of Sale including any revisions made pursuant to this paragraph.

5 COPIES OF DOCUMENTS Copies of the Preliminary Official Statement and this Notice of Bond Sale, and further information which may be desired, may be obtained from Mr. Curtis Bullock, Executive Director, Florida Gulf Coast Financing Corporation or Dunlap & Associates, Inc., 1146 Keyes Avenue, Winter Park, Florida 32789, telephone (407) , Financial Advisor to the Financing Corporation. FLORIDA GULF COAST UNIVERSITY FINANCING CORPORATION THE TERMS AND CONDITIONS OF THE PRELIMINARY OFFICIAL STATEMENT ARE INCORPORATED BY REFERENCE IN THIS NOTICE OF BOND SALE AND THE TERMS HEREOF ARE QUALIFIED IN THEIR ENTIRETY BY THE TERMS OF THE PRELIMINARY OFFICIAL STATEMENT THE TERMS AND CONDITIONS OF THIS NOTICE OF BOND SALE ARE INCORPORATED BY REFERENCE IN THE BIDS FOR THE SERIES 2013A BONDS