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PENNSYLVANIA TURNPIKE COMMISSION · PDF file PENNSYLVANIA TURNPIKE COMMISSION $411,075,000.00 Revenue Refunding Bonds consisting of $331,210,000.00 Turnpike Subordinate Revenue Refunding

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  • PENNSYLVANIA TURNPIKE COMMISSION $411,075,000.00

    Revenue Refunding Bonds consisting of

    $331,210,000.00 Turnpike Subordinate Revenue Refunding Bonds, Third Series of 2016

    consisting of

    NEW ISSUE – BOOK–ENTRY–ONLY

    Dated: Date of Delivery

    Ratings: (See “Ratings” herein)

    Due: December 1, as shown on inside front cover

    In the opinion of Co-Bond Counsel, interest on the Sub-series A Bonds and the 2016 Special Revenue Bonds (together, the “2016 Tax-Exempt Bonds”) (including any original issue discount properly allocated to a holder thereof) is excluded from gross income for purposes of federal income taxation under existing statutes, regulations, rulings and court decisions, subject to the conditions described in “TAX MATTERS – Federal Tax Exemption” herein. Interest on the 2016 Tax-Exempt Bonds will not be a specific preference item for purposes of the individual and corporate alternative minimum taxes; however, such interest is taken into account in computing the alternative minimum tax for certain corporations and may be subject to certain other federal taxes affecting corporate holders of the 2016 Tax-Exempt Bonds. Interest on the Sub-series B Bonds is includible in gross income of the holders thereof for federal income tax purposes. Under the laws of the Commonwealth of Pennsylvania, as enacted and construed on the date hereof, the 2016 Bonds are exempt from Pennsylvania personal property taxes, and the interest on the 2016 Bonds is exempt from Pennsylvania income tax and Pennsylvania corporate net income tax. For a more complete discussion see “TAX MATTERS” herein.

    The $411,075,000.00 Revenue Refunding Bonds consisting of $331,210,000.00 aggregate principal amount of the Pennsylvania Turnpike Commission Turnpike Subordinate Revenue Refunding Bonds, Third Series of 2016 (the “2016 Third Series Subordinate Revenue Bonds”), consisting of Turnpike Subordinate Revenue Refunding Bonds, Third Series of 2016, Sub-series A in the aggregate principal amount of $255,455,000.00 (the “Sub-series A Bonds”) and Turnpike Subordinate Revenue Refunding Bonds, Third Series of 2016, Sub-series B of 2016 (Federally Taxable) in the aggregate principal amount of $75,755,000.00 (the “Sub-series B Bonds”), and the $79,865,000.00 aggregate principal amount of Motor License Fund-Enhanced Turnpike Subordinate Special Revenue Refunding Bonds, First Series of 2016 (the “2016 Special Revenue Bonds” and together with the 2016 Third Series Subordinate Revenue Bonds, the “2016 Bonds”), each dated the date of delivery, are being issued pursuant to that certain Subordinate Trust Indenture, dated as of April 1, 2008 (the “Original Subordinate Indenture”) between the Pennsylvania Turnpike Commission (the “Commission”) and Wells Fargo Bank, N.A. (successor trustee to TD Bank, National Association), as trustee (the “Trustee”) as heretofore amended and supplemented (collectively, the “Original Indenture”), and as further amended by that certain Supplemental Trust Indenture No. 23, dated as of October 1, 2016 (“Supplemental Subordinate Indenture No. 23” and, collectively with the Original Indenture, the “Subordinate Indenture”), all pursuant to, among other things, an Act of the General Assembly of Pennsylvania approved July 18, 2007, PL. 169, No. 44 (“Act 44”), the Act of November 25, 2013, P.L. 974, No. 89 (“Act 89”), and various other acts of the General Assembly of Pennsylvania.

    The 2016 Bonds will mature on December 1 of the years and bear interest from their delivery date at the rates shown on the inside cover page hereof, calculated on the basis of a year of 360 days consisting of twelve 30-day months. Interest on the 2016 Bonds will be payable on each June 1 and December 1, commencing on December 1, 2016. So long as Cede & Co. is the registered owner of the 2016 Bonds, payments of principal of and interest on the 2016 Bonds will be made directly by the Trustee, as paying agent (in such capacity, the “Paying Agent”) under the Subordinate Indenture, as described herein. See “DESCRIPTION OF THE 2016 BONDS.”

    The 2016 Bonds will be subject to optional redemption and make whole redemption prior to maturity as described herein.

    THE 2016 BONDS ARE LIMITED OBLIGATIONS OF THE COMMISSION, PAYABLE FROM THE REVENUES AND SOURCES SET FORTH IN THE SUBORDINATE INDENTURE, AND SHALL NOT BE DEEMED TO BE A DEBT OF THE COMMONWEALTH OF PENNSYLVANIA (THE “COMMONWEALTH”) OR A PLEDGE OF THE FAITH AND CREDIT OF THE COMMONWEALTH. THE COMMONWEALTH IS NOT OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION WHATSOEVER FOR PAYMENT OF THE 2016 BONDS OR TO MAKE ANY APPROPRIATION FOR THE PAYMENT OF THE 2016 BONDS. THE COMMISSION HAS NO TAXING POWER. The 2016 Third Series Subordinate Revenue Bonds will be equally and ratably secured, along with other outstanding and additional Subordinate Revenue Bonds (herein defined) and certain other parity obligations, and the 2016 Special Revenue Bonds will be equally and ratably secured, along with other outstanding and additional Special Revenue Bonds (herein defined) and certain other parity obligations, pursuant to the pledge by the Commission of the trust estate under the Subordinate Indenture. The Subordinate Indenture pledges to the Trustee for the benefit of the 2016 Bonds, together with all outstanding and all additional Subordinate Indenture Bonds (herein described) and parity obligations, Commission Payments (herein defined). Commission Payments are paid from amounts paid from the General Reserve Fund (herein defined) after the payment of all outstanding Senior Indenture Parity Obligations (herein defined) issued under the Senior Indenture (herein defined), and thus the 2016 Bonds are subordinate to the payment of such Senior Indenture Parity Obligations. As more fully described herein, the 2016 Special Revenue Bonds are subordinate to the 2016 Third Series Subordinate Revenue Bonds and to all other Subordinate Revenue Bonds issued or to be issued under the Subordinate Indenture. However, under certain circumstances, payments of the 2016 Special Revenue Bonds for which funds are not available in the Commission Payments Fund (herein defined) may be made pursuant to Act 44 from funds transferred to the Trustee from the Commonwealth’s Motor License Fund. The 2016 Third Series Subordinate Revenue Bonds are not payable from funds transferred from the Commonwealth’s Motor License Fund.

    THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION.

    The 2016 Bonds are being offered when, as and if issued and accepted by the Underwriters, subject to prior sale, withdrawal or modification of the offer without notice, to certain legal matters being passed upon by Cohen & Grigsby, P.C., Pittsburgh, Pennsylvania and Dilworth Paxson LLP, Philadelphia, Pennsylvania, Co-Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the Underwriters by Stradley Ronon Stevens & Young, LLP, Philadelphia, Pennsylvania, Counsel for the Underwriters. Certain legal matters will be passed upon for the Commission by its Chief Counsel, Doreen A. McCall, Esquire, and by Buchanan Ingersoll & Rooney PC, Pittsburgh, Pennsylvania, Disclosure Counsel to the Commission. It is anticipated that the 2016 Bonds will be available for delivery in New York, New York on or about October 20, 2016.

    The Commission acknowledges that the financing structure of the 2016 Bonds is derived from the Commission’s sale of the 2016 Bonds pursuant to a Bond Purchase Agreement dated September 23, 2016 by and between the Commission and Goldman, Sachs & Co., as Representative of the Underwriters.

    This Official Statement is dated September 23, 2016

    $255,455,000.00 Sub-series A

    $75,755,000.00 Sub-series B (Federally Taxable)

    And $79,865,000.00

    Motor License Fund-Enhanced Turnpike Subordinate Special Revenue Refunding Bonds, First Series of 2016

    Goldman, Sachs & Co. PNC Capital Markets LLC Citigroup

    Boenning & Scattergood Inc. Drexel Hamilton, LLC Jefferies

  • $331,210,000.00 Turnpike Subordinate Revenue Refunding Bonds, Third Series of 2016

    consisting of

    $255,455,000.00 Turnpike Subordinate Revenue Refunding Bonds, Third Series of 2016, Sub-series A

    Maturity Date (December 1) Principal Amount Interest Rate Yield Price

    CUSIP** (709224)

    2026 $ 4,955,000 5.000% 2.330% 123.932 RC5 2027 21,550,000 5.000 2.480 122.417* RD3 2030 31,370,000 5.000 2.730 119.940* RE1 2031 10,220,000 5.000 2.780 119.452* RF8 2034 35,670,000 4.000 3.240 106.506* RL5 2035 37,505,000 5.000 2.990 117.428* RG6 2036 39,435,000 5.000 3.030 117.047* RH4 2041 24,750,000 4.000 3.430 104.833* RJ0 2041 50,000,000 3.375 3.500 97.920 RK7

    $75,755,000.00 Turnpike Subordinate Revenue Refunding Bonds, Third Series of 2016, Sub-series B (Federally Taxable)

    Maturity Date (December 1) Principal Amount Interest Rate Yield Price

    CUSIP** (709224)

    2017 $ 2,005,000 1.175% 1.175% 100.000 SA8 2018 2,030,000 1.478 1.478 100.000 SB6 2019 2,060,000 1.760 1.760 100.000 SC4 2020 8,110,000 2.024 2.024 100.000 SD2 2021 16,140,000 2.274 2.274 100.000 SE0 2022 15,570,000 2.503 2.503 100.000 SF7 2023 9,680,000 2.623 2.623 100.000 SG5 2024 9,940,000 2.828 2.828 100.000 SH3 2025 10,220,000 2.928 2.928 100.000 SJ9

    $79,865,000.00 Motor License Fund-Enhanced Turnpike Subordinate Special Revenue Refunding Bonds, First Series of 2016

    Maturity Date (December 1) Princip

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