July (pdf) - New York Power Authority

PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER __, 2011
NEW ISSUE—BOOK ENTRY ONLY
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 Series 2011 A Revenue Bonds (the “2011 A
Bonds”) is excluded from gross income for Federal income tax purposes pursuant to Section 103 of the Internal Revenue Code
of 1986, as amended (the ‘‘Code’’), (ii) interest on the 2011 A Bonds 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, and (iii) interest on the Series 2011 B Revenue Bonds (the “2011 B Bonds”) is wholly includable in the gross
income of the owners thereof for Federal income tax purposes. See ‘‘Tax Matters’’ herein. In addition, in the opinion of Bond
Counsel, under existing statutes, interest on the 2011 A Bonds and Series 2011 B Bonds (collectively, the “2011 Bonds”) is
exempt from personal income taxes imposed by the State of New York or any political subdivision thereof (including The
City of New York), and the 2011 Bonds are exempt from all taxation directly imposed thereon by or under the authority of the
State, except estate or gift taxes and taxes on transfers.
$___,___,000 *
Power Authority of the State of New York
Revenue Bonds
$___,___,000 * Series 2011 A
$___,___,000 * Series 2011 B (Federally Taxable)
Dated: Date of Delivery
Due: November 15, as shown on inside cover page
The 2011 Bonds will be issued only as fully registered bonds registered in the name of Cede & Co., as nominee of The
Depository Trust Company (‘‘DTC’’), New York, New York, which will act as securities depository for the 2011 Bonds.
Individual purchases will be made in book-entry-only form, in the principal amount of $5,000 or integral multiples thereof. Purchasers
will not receive certificates representing their interest in the 2011 Bonds purchased. So long as DTC or its nominee is the
registered owner of the 2011 Bonds, payments of the principal of, and premium, if any, and interest on the 2011 Bonds will be
made directly to DTC. Disbursement of such payments to DTC Participants is the responsibility of DTC, and disbursements of
such payments to the beneficial owners is the responsibility of DTC Participants and Indirect Participants. See ‘‘PART 1—
APPENDIX B—Book-Entry-Only System Procedures’’ herein. The Bank of New York Mellon is the Trustee under the General
Resolution Authorizing Revenue Obligations herein described. Interest on the 2011 Bonds will be payable on November 15, 2011
and semiannually thereafter on each May 15 and November 15. [Certain of the 2011 Bonds are subject to optional and
mandatory redemption prior to maturity as described herein.]
The 2011 Bonds will be payable from and secured by a pledge of the Trust Estate (subject to no prior pledge or lien), after
the payment of Operating Expenses, including all revenues derived directly or indirectly from any of the Authority’s operations
other than those revenues attributable directly or indirectly to the ownership or operation of any Separately Financed Projects
as described herein. The 2011 Bonds are on a parity with other Obligations and the Parity Debt of the Authority. See ‘‘PART 1—
SECURITY FOR THE 2011 BONDS’’ herein.
The Authority has no taxing power and its obligations are not debts of the State of New York or of any political
subdivision of the State, other than the Authority.
The 2011 Bonds are offered when, as and if issued and accepted by the Underwriters, and subject to the approval of legality by
Hawkins Delafield & Wood LLP, Bond Counsel to the Authority. Certain legal matters are subject to the approval of Nixon Peabody LLP,
Special Counsel to the Authority. Certain legal matters will be passed upon for the Underwriters by their counsel, ____________. It is
expected that the 2011 Bonds in definitive form will be available for delivery in New York, New York, on or about September __,
2011.
[Underwriters-TBD]
September __, 2011
* Subject to change.