July (pdf) - New York Power Authority

U.S. Holders
The term “U.S. Holder” means a beneficial owner of a Taxable Bond that is: (i) a citizen or resident
of the United States, (ii) a corporation, partnership or other entity created or organized in or under the
laws of the United States or of any political subdivision thereof, (iii) an estate the income of which is
subject to United States Federal income taxation regardless of its source or (iv) a trust whose
administration is subject to the primary jurisdiction of a United States court and which has one or more
United States fiduciaries who have the authority to control all substantial decisions of the trust.
Miscellaneous
Tax legislation, administrative actions taken by tax authorities, or court decisions, whether at the
Federal or state level, may adversely affect the tax-exempt status of interest on the Taxable Bonds under
state law and could affect the market price or marketability of the Taxable Bonds. Prospective purchasers of
the Taxable Bonds should consult their own tax advisors regarding the foregoing matters.
IRS Circular 230 Disclosure
The advice under the caption, “Series 2011 B Bonds (Federally Taxable)”, concerning certain income
tax consequences of the acquisition, ownership and disposition of the Taxable Bonds, was written to
support the marketing of the Taxable Bonds. To ensure compliance with requirements imposed by the
Internal Revenue Service, Bond Counsel to the Authority informs you that (i) any Federal tax advice
contained in this Official Statement (including any attachments) or in writings furnished by Bond Counsel
to the Authority is not intended to be used, and cannot be used by any bondholder, for the purpose of
avoiding penalties that may be imposed on the bondholder under the Code, and (ii) the bondholder should
seek advice based on the bondholder’s particular circumstances from an independent tax advisor.
[TBD-UNDERWRITING]
The Underwriters listed on the front cover page of this Official Statement, for which
_______________ is acting as Representative, have jointly and severally agreed, subject to certain
conditions, to purchase from the Authority the 2011 Bonds described on the cover of this Official
Statement at a purchase price of $____________, or approximately _______% of the aggregate principal
amount of the 2011 Bonds. The purchase price reflects a net original issue [discount] of $__________ and an
underwriters discount of $__________. The Underwriters will be obligated to purchase all 2011 Bonds if any
are purchased.
The Underwriters have advised the Authority that the 2011 Bonds being reoffered may be offered
and sold to certain dealers (including dealers depositing such Bonds into investment trusts) at prices lower than
such initial public offering prices. After the initial public offering, the public offering prices may be changed
from time to time by the Underwriters.
CONTINUING DISCLOSURE UNDERTAKINGS FOR THE 2011 BONDS
Pursuant to a Continuing Disclosure Agreement dated the date of the closing of the 2011 Bonds, to be
entered into by and between the Authority and the Trustee, the Authority will covenant, for the benefit of
the holders of the 2011 Bonds, to provide certain financial information and operating data relating to the
Authority by no later than nine months after the end of each of the Authority’s fiscal years (presently, by
each September 30) (the ‘‘Annual Report’’), and to provide notices of the occurrence of certain enumerated
events with respect to the 2011 Bonds. Any filing under the Continuing Disclosure Agreement will be made
solely by transmitting such filing to the Municipal Securities Rulemaking Board’s Electronic Municipal
Market Access (“EMMA”) system.
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