NOTICE OF SALE TOWN OF WOODBURY ORANGE COUNTY, NEW YORK $500,000 BOND ANTICIPATION NOTES FOR LAND ACQUISITION 2015 (The Note ) SALE DATE: July 30, 2015 TELEPHONE: (631) 331-8888 TIME: 11:00 A.M. FACSIMILE: (631) 331-8834 (Prevailing Time) PLACE OF SALE: Munistat Services, Inc. 12 Roosevelt Avenue Port Jefferson Station, NY 11776 DATE OF NOTE: August 12, 2015 MATURITY DATE: August 12, 2016 Proposals will be received at the place and time on the Sale Date as hereinabove indicated, for the purchase at not less than par and accrued interest of the Note as hereinabove described. Telephonic and FAX proposals will be accepted. The number for telephone proposals is (631) 331-8888. The number for FAX proposals is (631) 331-8834. Please note that the timely delivery of such proposals in legible and complete form, signed by an authorized representative of the bidder, shall be the sole responsibility of the bidder. The Town shall not be responsible for any errors and/or delays in transmission and/or receipt of bids, mechanical or technical failures or disruptions, or any omissions or irregularities in any bids submitted in such manner. Said Note shall be a general obligation of the Town and the faith and credit of such Town shall be pledged for the payment of the principal of and interest on such Note. All the taxable real property in said Town will be subject to the levy of ad valorem taxes sufficient to pay the principal of and interest on such Note, subject to certain limitations imposed under Chapter 97 of the Laws of 2011, as amended. Each bid must be for the full par amount of said Note and state a rate of interest in a multiple of 1/100 or 1/8 of one per centum per annum which such Note shall bear. Interest will be calculated on the basis of a 30-day month and 360-day year. The Note will not be subject to prior redemption. Said Note will be awarded to the bidder offering the lowest net interest cost (that being the interest rate which produces the lowest interest cost over the life of the Note after deducting the premium, if any); provided, however, that if two or more bidders offer to purchase said Note at the same lowest net interest cost, then such award will be made to one of said bidders selected by the Sale Officer by lot from among said bidders. The right is reserved by the Town to reject any or all bids and any bid not complying with the terms of this notice will be rejected. Award of the Note is expected to be made promptly after opening of the bids, but the successful bidder may not withdraw its proposal until two hours after the time set forth above on the day of such bid opening and then only, if such award has not been made prior to the withdrawal.
The Note will be issued as a single note certificate in registered form. The Note may be registered in the name of (i) the successful bidder or (ii) Cede & Co., as the partnership nominee for The Depository Trust Company, New York, New York ( DTC ) as a book-entry note. If the Note is issued in non book-entry registered form, principal of and interest on the Note will be payable in Federal Funds by the Town, at such bank or trust company located and authorized to do business in the State of New York as selected by the successful bidder. If the Note is issued in book-entry only form, it will be delivered to The Depository Trust Company ( DTC ), which will act as securities depository for the Note. Beneficial owners of the Note will not receive certificates representing their interest in the Note. Individual purchases may be made in denominations of $5,000 or integral multiples thereof. Principal of and interest on said Note will be paid in Federal Funds by the Town to Cede & Co., as the nominee for DTC, which will in turn remit such principal and interest to its participants for subsequent distribution to the beneficial owners of the Note as described herein. Transfer of principal and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The Town will not be responsible or liable for payments by DTC to its participants or by DTC participants to beneficial owners or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. DTC is an automated depository for securities and a clearinghouse for securities transactions, and will be responsible for establishing and maintaining a book-entry-only system for recording the ownership interests of its participants, which include certain banks, trust companies and securities dealers, and the transfer of the interests among its participants. The DTC participants will be responsible for establishing and maintaining records with respect to the Note. If the Note is issued in book-entry form, individual purchases of beneficial ownership interests in the Note may be made only through book entries made on the books and records of DTC (or a successor depository) and its participants. The Note will be issued pursuant to the Constitution and statutes of the State of New York, including among others, Town Law and the Local Finance Law, and the bond resolution duly adopted by the Town Board on June 5, 2014, authorizing the issuance of serial bonds for the acquisition of land and certain site improvements. The proceeds of the Note plus available funds in the amount of $115,000 will be used to pay off the original BAN in the amount of $615,000. Said Note will be delivered on or about August 12, 2015, at no cost to the purchaser, in New York, New York or otherwise as may be agreed with the purchaser; however, if the Note is issued in book-entry only form, it will be delivered to DTC. The purchase price of said Note shall be paid in FEDERAL FUNDS or other funds available for immediate credit on said delivery date. A CUSIP identification number will be printed on the Note if Bond Counsel is provided with such number by the close of business on the Sale Date of the Note, but neither the failure to print such number on the Note nor any error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery and pay for the Note in accordance with the terms hereof. The CUSIP Service Bureau charge for the assignment of said number shall be the responsibility of and shall be paid for by the successful bidder.
The successful bidder will be furnished without cost with the approving opinion of the law firm of Hawkins Delafield & Wood LLP to the effect that the Note is a valid and legally binding general obligation of the Town for which the Town has validly pledged its faith and credit and, unless paid from other sources, all the taxable real property within the Town is subject to the levy of ad valorem real estate taxes to pay the Note and interest thereon, subject to certain limitations imposed under Chapter 97 of the Laws of 2011, as amended. Said opinion shall discuss the treatment of interest on the Note under applicable tax laws, and shall also contain further statements to the effect that (a) the enforceability of rights or remedies with respect to such Note may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights or remedies heretofore or hereafter enacted, and (b) said law firm gives no assurances as to the accuracy or sufficiency of any proceedings, reports, correspondence, financial statements or other documents, containing financial or other information relative to the Town which have been or may be furnished or disclosed to purchasers of the Note. The successful bidder(s) may at its option refuse to accept the Note if prior to its delivery the opinion of Bond Counsel is not delivered or if any income tax law of the United States of America is hereafter enacted which shall provide that the interest thereon is taxable, or shall be taxable at a future date, for federal income tax purposes, and in such case the deposit made by it will be returned and it will be relieved of its contractual obligations arising from the acceptance of its proposal. The Internal Revenue Code of 1986, as amended (the Code ), establishes certain ongoing requirements that must be met subsequent to the issuance and delivery of the Note in order that interest on the Note be and remain excludable from gross income under Section 103 of the Code. Concurrently with the delivery of the Note, the Town will execute a Tax Certificate, which will contain provisions and procedures relating to compliance with the requirements of the Code and a certification to the effect that the Town will comply with the provisions and procedures set forth therein and that it will do and perform all acts and things necessary or desirable to assure that interest paid on the Note is excludable from gross income under Section 103 of the Code. Upon delivery of the Note, Bond Counsel will deliver an opinion that states that, under existing statutes and court decisions and assuming continuing compliance with the provisions and procedures set forth in the Tax Certificate, (i) interest on the Note is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Code; and (ii) interest on the Note is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. In addition, the opinion of Bond Counsel will state that, under existing statutes, interest on the Note is exempt from personal income taxes of New York State and its political subdivisions, including The City of New York. THE TOWN WILL DESIGNATE THE NOTE AS A QUALIFIED TAX-EXEMPT OBLIGATION PURSUANT TO THE PROVISIONS OF SECTION 265 OF THE CODE. The successful bidder also must submit to the Town a certificate (the Reoffering Price Certificate ), satisfactory to Bond Counsel, prior to the delivery of the Notes, which states, among other things, that: (a)(i) on the date of award, such successful bidder made a bona fide public offering of the Note purchased by such successful bidder at initial offering price corresponding to the price or yield indicated in the information furnished in connection with the successful bid, and (ii) as of such date, the first price or yield at which an amount equal to at least ten percent (10%) of Notes purchased by such successful bidder was sold to the public was, respectively, a price not higher or a yield not lower than indicated in the information furnished with the successful bid (the first price rule ), unless such certificate contains an explanation as to the reasons why the first price rule was not satisfied, OR (b) such successful bidder has purchased the Notes for its own account and not with a view to distribution or resale and not in the capacity of a bond house, broker or other intermediary, and the price or prices at which such purchase was made.
For the purposes of the Reoffering Price Certificate, the public does not include bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers. In making such representations, the successful bidders must reflect the effect on the offering prices of any derivative products (e.g., a tender option) used by the bidders in connection with the initial sale of any of the Notes. The Town s contact information is as follows: Eileen Sutherland of the Town, Town of Woodbury, 511 Route 32, Highland Mills, New York 10930, telephone number 845/928-7578, email: twnwdy@optonline.net. The obligations hereunder to deliver or accept the Note pursuant hereto shall be conditioned on the availability to the successful bidder at the time of delivery of the Note of said approving opinion; of certificates in form and tenor satisfactory to said law firm evidencing the proper execution and delivery of the Note and receipt of payment therefor and including a statement, dated as of the date of delivery, to the effect that there is no litigation pending or (to the knowledge of the signer or signers thereof) threatened relating to the Note. AN OFFICIAL STATEMENT HAS NOT PREPARED IN CONNECTION WITH THE SALE OF THE NOTE. TOWN OF WOODBURY, NEW YORK Dated: July 20, 2015 /s/ Ralph Caruso Supervisor Additional copies of this Notice of Sale or any other information regarding the sale of the Note may be obtained from the Town s Financial Advisor: Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, NY 11776, phone: (631) 331-8888 and fax: (631) 331-8834.
PROPOSAL FOR NOTE Ralph Caruso Supervisor Town of Woodbury c/o Munistat Services, Inc. 12 Roosevelt Avenue Port Jefferson Station, NY 11776 TELEPHONE: (631) 331-8888 FACSIMILE (631) 331-8834 TOWN OF WOODBURY ORANGE COUNTY, NEW YORK $500,000 BOND ANTICIPATION NOTES FOR LAND ACQUISITION - 2015 (the "Note") DATED: August 12, 2015 MATURITY DATE: August 12, 2016 Amount Interest Rate Premium Net Interest Cost Bid $500,000 % $ % The computation of the net interest cost is made as provided in the above-mentioned Notice of Sale, but does not constitute any part of the foregoing Proposal for the purchase of the Note therein described. Please select one of the following (if no option is selected, the book-entry-only option will be assumed to have been selected by the purchaser): Book-Entry-Only registered to Cede & Co. Non Book-Entry Registered to Purchaser Signature: Name of Bidder: Company: Address: Telephone (Area Code): Telephone (Area Code):