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City of Poughkeepsie, NY

Dutchess County, NY

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Notice of Sale  

$10,000,000 General Obligation Bonds, 2024 Series A

SEALED PROPOSALS will be received by the Village Treasurer, Village of Mineola, in the County of Nassau, New York (the “Village”), at the offices of Capital Markets Advisors, LLC, 11 Grace Avenue, Suite 308, Great Neck, New York (Telephone No. 516-274- 4502, Fax No. 516-487-2575) on Tuesday, March 19, 2024, until 11:00 o’clock A.M. (Prevailing Time), via iPreo’s Parity Electronic Bid Submission System (“Parity”) or by facsimile transmission, at which time they will be publicly opened and announced, for the purchase of $7,852,000* Public Improvement Serial Bonds-2024 (the “Bonds”), maturing in the annual principal installments as shown below, which, together with interest thereon, are expected to effectuate and provide for substantially

At a Glance

State: New York

Par Amount: $10,000,000

Issue Type: General Obligation Serial Bonds

Credit Rating: Moody’s Baa2

Sale Date: April 25, 2024

Closing Date: May 5, 2024

Notice of Sale Details (click)

Delivery and Payment Dates for the Bonds

The Bonds will be dated the date of their delivery, which is expected to be March 28, 2024, and will bear interest at the rate or rates per annum specified by the successful bidder therefor in accordance herewith, payable March 15, 2025, September 15, 2025, and semi-annually thereafter on March 15 and September 15 in each year until maturity.

Post-sale Adjustment of Par Amount of the Bonds

The aggregate par amount of Bonds may be decreased in an amount not in excess of the premium offered by the successful bidder and the amount of each annual maturity, as set forth herein, may be adjusted to the extent necessary, in order that the total proceeds, which include the total par amount of the Bonds plus the original issue premium, if any, received by the Village does not exceed the maximum amount permitted under applicable provisions of the Internal Revenue Code of 1986, as amended. Such adjustments will be made by 3:00 P.M. (Prevailing Time) on the day of the bid opening. The successful bidder may neither withdraw nor modify its bid as a result of any such post-bid adjustment. Any such adjustment shall be conclusive and shall be binding upon the successful bidder. The annual maturities of the Bonds may also be adjusted for the purpose of attaining annual debt service that is substantially level or declining, as provided pursuant to Section 21.00(d) of the New York State Local Finance Law (the “Law”).

The Bonds of each maturity, as adjusted, will bear interest at the same rate and must have the same initial reoffering yields as specified for that maturity by the successful bidder for the Bonds. It is the intent of this provision to hold constant, on a per bond basis, the successful bidder’s underwriting spread. However, the award will be made to the bidder whose bid produces the lowest true interest rate, calculated as specified herein, solely on the basis of the Bonds offered, without taking into account any adjustment in the amount of Bonds pursuant to this paragraph.

Changes to the Time and/or Date of Bid Opening

The Village reserves the right to change the time and/or date for the bid opening. Notice of any such change shall be provided not less than one (1) hour prior to the time set forth above for the opening of sealed proposals by means of a supplemental notice of sale to be transmitted over the Thomson Municipal Newswire or TM3.

Changes to the Time and/or Date of Bid Opening

The Village reserves the right to change the time and/or date for the bid opening. Notice of any such change shall be provided not less than one (1) hour prior to the time set forth above for the opening of sealed proposals by means of a supplemental notice of sale to be transmitted over the Thomson Municipal Newswire or TM3.

Optional Redemption for the Bonds

The Bonds maturing on or before March 15, 2032 are not subject to redemption prior to their stated maturity. The Bonds maturing on or after March 15, 2033 will be subject to redemption prior to maturity, at the option of the Village, on any date on or after March 15, 2032, in whole or in part, and if in part in any order of their maturity and in any amount within a maturity (selected by lot within a maturity), at the redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued interest to the date of redemption.

The Village may select the maturities of the Bonds to be redeemed and the amount to be redeemed of each maturity selected, as the Village shall determine to be in the best interest of the Village at the time of such redemption. If less than all of the Bonds of any maturity are to be redeemed prior to maturity, the particular Bonds of such maturity to be redeemed shall be selected by the Village by lot in any customary manner of selection as determined by the Village. Notice of such call for redemption shall be given by mailing such notice to the registered owner not more than sixty (60) days nor less than thirty (30) days prior to such date. Notice of redemption having been given as aforesaid, the Bonds so called for redemption shall, on the date of redemption set forth in such call for redemption, become due and payable, together with accrued interest to such redemption date, and interest shall cease to be paid thereon after such redemption date.

Form of Bonds

The Bonds will be issued in the form of fully registered bonds, in denominations corresponding to the total principal amounts due in each year of maturity. At the option of the successful bidder, the Bonds will be either: (a) registered in the name of the successful bidder, or (b) issued as registered book-entry-only bonds, which shall be (i) registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), and (ii) deposited with DTC to be held in trust until maturity. DTC is an automated depository for securities and clearinghouse for securities transactions, and will be responsible for establishing and maintaining for any book-entry bonds, a book-entry system for recording the ownership interests of its participants, which include certain banks, trust companies and securities dealers, and the transfers of the interests among its participants. The DTC participants will be responsible for establishing and maintaining records with respect to the beneficial ownership interests of individual purchasers in any book-entry bonds. Individual purchases of beneficial ownership interests in any book-entry bonds may only be made through book entries (without certificates issued by the Village) made on the books and records of DTC (or a successor depository) and its participants, in denominations of $5,000 or integral multiples thereof, except for one necessary odd denomination. Principal of and interest on book-entry bonds will be payable by the Village or its agent by wire transfer or in clearinghouse funds to DTC or its nominee as registered owner of such Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; 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 Village 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. At the option of the successful bidder, the Bonds may be issued in the form of a single-instrument statutory installment bond, pursuant to and to the extent authorized by applicable provisions of the Local Finance Law.

Submission of Bids

Each proposal must be a bid of not less than $7,852,000 for all of the Bonds and must state in a multiple of one-hundredth of 1% or a multiple of one-eighth of 1%, the rate or rates of interest per annum which the Bonds are to bear and may state different rates of interest for Bonds maturing in different calendar years; provided, however, that only one rate of interest may be bid for all Bonds maturing in any one calendar year. Variations in rates of interest so bid may be in any order.

Sealed proposals may be submitted electronically via Parity or via facsimile transmission at 516-487-2575, in accordance with this Notice of Sale, until the time specified herein. No other form of electronic bidding services nor telephone proposals will be accepted. No proposal will be accepted after the time for receiving proposals specified above. Bidders submitting proposals via facsimile must use the “Proposal for Bonds” form attached hereto. Once the proposals are communicated electronically via Parity or via facsimile to the Village, each bid will constitute an irrevocable offer to purchase the Bonds pursuant to the terms therein provided.

Bidding Using Parity

Prospective bidders wishing to submit an electronic bid via Parity must be contracted customers of Parity. Prospective bidders who do not have a contract with Parity must call (212) 849-5021 to become a customer. By submitting an electronic bid for the Bonds, a bidder represents and warrants to the Village that such bidder’s bid for the purchase of the Bonds is submitted for and on behalf of such prospective bidder by an officer or agent who is duly authorized to bind the bidder to a legal, valid and enforceable contract for the purchase of the Bonds.

Each prospective bidder who wishes to submit an electronic bid shall be solely responsible to register to bid via Parity. Each qualified prospective bidder shall be solely responsible to make necessary arrangements to access Parity for purposes of submitting its bid in a timely manner and in compliance with the requirements of this Notice of Sale. Neither the Village nor Parity shall have any duty or obligation to undertake such registration to bid for any prospective bidder or to provide or assure such access to any qualified prospective bidder, and neither the Village nor Parity shall be responsible for a bidder’s failure to register to bid or for proper operation of, or have any liability for any delays or interruptions of, or any damages caused by Parity. The Village is using Parity as a communications mechanism, and not as the Village’s agent, to conduct the electronic bidding for the Village’s Bonds. The Village is not bound by any advice or determination of Parity as to whether any bid complies with the terms of this Notice of Sale. All costs and expenses incurred by prospective bidders in connection with their registration and submission of bids via Parity are the sole responsibility of the bidders, and the Village is not responsible, directly or indirectly, for any such costs or expenses. If a prospective bidder encounters any difficulty in registering to bid, or submitting or modifying a bid for the Bonds, it should telephone Parity and notify the Village’s Municipal Advisor, Capital Markets Advisors, LLC, at 516-274-4502 (provided that the Village shall have no obligation to take any action whatsoever upon receipt of such notice).

If any provisions of this Notice of Sale shall conflict with information provided by Parity, as approved provider of electronic bidding services, this Notice of Sale shall control. Further information about Parity, including any fee charged, may be obtained from Parity at (212) 849-5021. The time maintained by Parity shall constitute the official time with respect to all bids submitted.

Bidders submitting bids via facsimile do not need to register to bid.

Good Faith Deposit

As a condition precedent to the consideration of the bidder’s proposal, a good faith deposit (the “Deposit”) in the amount of $79,000.00 is required for each bid to be considered. Such Deposit may be in the form of: (i) a certified or cashier’s check drawn upon an incorporated bank or trust company payable to the order of “The Village of Mineola, New York,” or (ii) a wire transfer in accordance with instructions set forth herein. If a wire transfer is used, it must be sent to the account so designated by the Village for such purpose, not later than 10:00 A.M. on the date of the sale; however, the Village reserves the right to award the Bonds to the successful bidder whose wire transfer is initiated but not received by such time, provided that such successful

bidder’s fed wire reference number has been received and the wire reference number is provided on the “Proposal for Bonds” when the bid is submitted. Bidders are instructed to contact Capital Markets Advisors, LLC, 11 Grace Avenue, Suite 308, Great Neck, New York (Telephone No. 516- 274-4502), the Village’s Municipal Advisor, no later than twenty-four (24) hours prior to the bid opening to obtain the Village’s wire instructions. The Village shall not incur any liability from delays of or interruptions in the receipt of the Deposit by fed wire or return of the Deposit to the unsuccessful bidders. Under no circumstances shall interest accrue on the Deposit occasioned by a delay in the return of the Deposit to any unsuccessful bidder. No interest on the Deposit will accrue to the Purchaser. The Deposit will be applied to the purchase price of the Bonds.

Award of Bonds

The Bonds will be awarded and sold to the bidder complying with the terms of sale and offering to purchase such issue of Bonds at such rate or rates of interest per annum as will produce the lowest true interest cost over the life of such issue and, if two or more such bidders offer the same lowest true interest cost, then to one of said bidders selected by the Sale Officer by lot from among all said bidders. True interest cost shall be determined for each bid by doubling the semi-annual interest rate, compounded semiannually, necessary to discount all interest and principal payments from the payment dates thereof to the dated date of the Bonds, so that the sum of the present value of said payments equals the price bid, such price bid excluding interest accrued to the date of delivery. The true interest cost shall be calculated from the dated date of the bonds. The successful bidder must also pay an amount equal to the interest on the Bonds, if any, accrued to the date of payment of the purchase price.

When the successful bidder has been ascertained, the Sale Officer will promptly return all deposits made to the persons making the same, except the deposit made by such bidder. Award of the Bonds to the successful bidder, or rejection of all bids, is expected to be made promptly after opening of the bids, but the successful bidder may not withdraw its proposal until after 3:00 o’clock P.M. (Prevailing Time) of the day of such bid-opening and then only if such award has not been made prior to the withdrawal. The successful bidder will be promptly notified of the award to it, and if the successful bidder refuses or neglects to pay the agreed price of the Bonds less the amount deposited by it, the amount deposited shall be forfeited to and retained by the Village as liquidated damages for such neglect or refusal.

Award of the Bonds will be made without taking into consideration any adjustment to be made to the principal amount of the Bonds described herein.

The Village reserves the right to reject any and all bids (regardless of the interest rate bid), to reject any bid not complying with this official Notice of Sale and, so far as permitted by law, to waive any irregularity or informality with respect to any bid or the bidding process.

Bond Insurance

If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of a bidder, the purchase of any such insurance policy or the issuance of any such commitment therefor shall be at the sole option and expense of such bidder and any increased costs of issuance of the Bonds resulting by reason of the same, unless otherwise

paid, shall be paid by such bidder. Any failure of the Bonds to be so insured or of any such policy of insurance to be issued, shall not constitute cause for a failure or refusal by the purchaser of the Bonds to accept delivery of and pay for said Bonds in accordance with the terms hereof.

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Issuance Details at a Glance

$10,000,000 General Obligation Bonds, 2024 Series A

Sale Type:

Competitive

Structure:

General Obligation

Serial Bonds

Sale Date:

April 25, 2024

11:00 AM

Time Left

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Hour(s)

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Closing Date:

May 5, 2024

11:00 AM

Financial

Real Property

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Indebtedness

Official Statement

Notice of Sale

Bid Form