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Official Statement WV Parkways Toll

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® NEW ISSUE – Book-Entry-Only Ratings: S&P: “AA-” Fitch: “AA-” See “Ratings” herein In the opinion of Bowles Rice LLP, Bond Counsel, under existing laws, regulations, rules and published rulings and judicial decisions of the United States of America, as presently written and applied, and assuming among other matters, the accuracy of certain representations and compliance with certain covenants, the interest on the Series 2018 Senior Lien Bonds is excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), and such interest will not be treated as a preference item for purposes of the alternative minimum tax imposed under the Code with respect to individuals and corporations. Under the Code, however, for the taxable years that began prior to January 1, 2018, such interest is included in the adjusted current earnings of a corporation for purposes of computing the alternative minimum tax. In addition, Bond Counsel is of the opinion that under the Act (as defined herein), the Series 2018 Senior Lien Bonds, their transfer and the income therefrom (including any profit made on the sale thereof) shall at all times be free from taxation within the State of West Virginia.. See “TAX MATTERS” herein. $166,370,000 WEST VIRGINIA PARKWAYS AUTHORITY Senior Lien Turnpike Toll Revenue Bonds Series 2018 Dated: Date of Delivery Due: June 1, as shown on inside The $166,370,000 Senior Lien Turnpike Toll Revenue Bonds, Series 2018 (the “Series 2018 Senior Lien Bonds”) are being issued by the West Virginia Parkways Authority (the “Authority”), a public body corporate and politic and instrumentality of the State of West Virginia (the “State”), under the Master Trust Indenture dated as of August 1, 2018, between the Authority and United Bank, a Virginia banking corporation authorized to transact business in the State, as trustee (the “Master Trust Indenture”), as supplemented by that certain First Supplemental Trust Indenture dated as of August 1, 2018 (collectively, the “Indenture”). The Series 2018 Senior Lien Bonds are issued pursuant to Chapter 17, Article 16A of the Code of West Virginia, 1931, as amended (the “Act”). The Series 2018 Senior Lien Bonds are issuable only as fully-registered Bonds without coupons, and when initially issued, will be registered to Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York. Individual purchases will be made in book-entry form only, in the principal amount of $5,000 or any integral multiple thereof. Beneficial owners of the Series 2018 Senior Lien Bonds will not receive physical delivery of bond certificates. So long as DTC or its nominee is the registered owner of the Series 2018 Senior Lien Bonds, payments of the principal of and interest on the Series 2018 Senior Lien Bonds will be made directly to DTC. Disbursements of such payments to DTC participants is the responsibility of DTC, and disbursement of such payments to the beneficial owners is the responsibility of DTC participants. See “APPENDIX G – BOOK-ENTRY ONLY SYSTEM.” The maturities, interest rates, yields and prices of the Series 2018 Senior Lien Bonds are shown on the inside cover hereof. Interest on the Series 2018 Senior Lien Bonds will be payable on each June 1 and December 1, commencing December 1, 2018. The Series 2018 Senior Lien Bonds are subject to optional and mandatory sinking fund redemption prior to maturity in the manner set forth herein. See “THE SERIES 2018 SENIOR LIEN BONDS – Redemption” herein. The Series 2018 Senior Lien Bonds are being issued to (i) provide funds to finance the costs of certain transportation projects consisting of parkway projects, as defined in the Act, and described more particularly in “THE PROJECTS” herein (the “Projects”), (ii) reimburse the Authority for, or provide funds to finance, certain costs and expenses incurred prior to, or after, the issuance of the Series 2018 Senior Lien Bonds in connection with the acquisition, design, construction, reconstruction, maintenance, improvement, repair or funding of the Projects, (iii) fund the Series 2018 Senior Lien Debt Service Reserve Fund, and (iv) pay costs of issuing the Series 2018 Senior Lien Bonds. See “PLAN OF FINANCE” herein. The Series 2018 Senior Lien Bonds constitute obligations of the Authority secured by and payable solely from a first lien on and pledge of (i) the Net Toll Road Revenues (as defined herein), (ii) amounts on deposit in certain Funds and Accounts created pursuant to and pledged by the Indenture, and (iii) any and all other property of any kind from time to time by delivery or by writing of any kind specifically conveyed, pledged, assigned or transferred, as and for additional security under the Indenture for the Series 2018 Senior Lien Bonds, by the Authority or by anyone on its behalf or its written consent in favor of the Trustee (collectively, the “Trust Estate”). THE SERIES 2018 SENIOR LIEN BONDS ARE OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM THE TRUST ESTATE. THE SERIES 2018 SENIOR LIEN BONDS SHALL NOT BE DEEMED TO BE A DEBT OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OR A PLEDGE OF THE FAITH, CREDIT OR TAXING POWER OF THE STATE OR OF ANY SUCH SUBDIVISION, AND ARE PAYABLE SOLELY FROM THE TRUST ESTATE. THE AUTHORITY HAS NO TAXING POWER. This cover page contains certain summary information regarding the Series 2018 Senior Lien Bonds and is not a complete summary of the Series 2018 Senior Lien Bonds or the security therefor. Investors should read this entire Official Statement to obtain information necessary to the making of an informed investment decision. The capitalized terms not otherwise defined in this cover page have the same meaning as that meaning assigned to them elsewhere in this Official Statement. The purchase of the Series 2018 Senior Lien Bonds involves certain risk factors. See “RISK FACTORS” herein. The Series 2018 Senior Lien Bonds are offered when, as and if issued by the Authority and accepted by the Underwriters, subject to prior sale, to withdrawal or modification of the offer without notice, and to approval of the legality of the Series 2018 Senior Lien Bonds by Bowles Rice LLP, Charleston, West Virginia, Bond Counsel. Certain legal matters will be passed upon for the Authority by its counsel, Abrams & Byron, Beckley, West Virginia, and for the Underwriters by their counsel, Jackson Kelly PLLC, Charleston, West Virginia. Certain legal matters will be passed upon by Spilman Thomas & Battle, PLLC, Charleston, West Virginia, as disclosure counsel to the Authority. It is expected that the Series 2018 Senior Lien Bonds will be available for delivery to DTC in New York, New York, on or about August 14, 2018. WELLS FARGO SECURITIES J.P. MORGAN CREWS & ASSOCIATES, INC. PIPER JAFFRAY & CO. Dated: July 31, 2018 MAP OF THE WEST VIRGINIA TURNPIKE $166,370,000 WEST VIRGINIA PARKWAYS AUTHORITY SENIOR LIEN TURNPIKE TOLL REVENUE BONDS SERIES 2018 Maturity Date Principal Interest CUSIP (June 1) Amount ($) Rate Yield Price Numbers * 2019 2,830,000 5.000% 1.500% 102.761 956510AA9 2020 2,650,000 5.000% 1.660% 105.887 956510AB7 2021 2,785,000 5.000% 1.800% 108.688 956510AC5 2022 2,925,000 5.000% 1.930% 111.185 956510AD3 2023 3,070,000 5.000% 2.050% 113.409 956510AE1 2024 3,225,000 5.000% 2.170% 115.334 956510AF8 2025 3,385,000 5.000% 2.300% 116.896 956510AG6 2026 3,555,000 5.000% 2.440% 118.073 956510AH4 2027 3,730,000 5.000% 2.560% 119.107 956510AJ0 2028 3,920,000 5.000% 2.640% 120.252 956510AK7 2029 4,115,000 5.000% 2.760% 119.110* 956510AL5 2030 4,320,000 5.000% 2.830% 118.449* 956510AM3 2031 4,535,000 5.000% 2.890% 117.887* 956510AN1 2032 4,760,000 5.000% 2.950% 117.328* 956510AP6 2033 5,000,000 5.000% 3.000% 116.864* 956510AQ4 2034 5,250,000 5.000% 3.060% 116.310* 956510AR2 2035 5,515,000 5.000% 3.120% 115.760* 956510AS0 2036 5,790,000 5.000% 3.160% 115.395* 956510AT8 2037 6,080,000 5.000% 3.200% 115.031* 956510AU5 2038 6,380,000 4.000% 3.600% 103.273* 956510AV3 2039 6,635,000 5.000% 3.240% 114.668* 956510AW1 2048 9,910,000 3.750% 3.860% 98.058 956510AZ4 $30,035,000 5.000% Term Bond Due on June 1, 2043 Yield 3.290% Price 114.217* CUSIP No. 956510AX9 $35,970,000 4.000% Term Bond Due on June 1, 2047 Yield 3.770% Price 101.865* CUSIP No. 956510AY7 * Priced to the optional redemption date of June 1, 2028. * Copyright, American Bankers Association. The CUSIP numbers on the inside cover of this Official Statement are provided by CUSIP Global Services, managed by S&P Capital IQ on behalf of the American Bankers Association. The CUSIP numbers above have been assigned by an independent company not affiliated with the Authority and are included solely for the convenience of Bondholders. Neither the Authority nor the Underwriters make any representation regarding the accuracy of such CUSIP numbers as stated above nor do they undertake any responsibility for the selection of the CUSIP numbers or their accuracy now or at any time in the future. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2018 Senior Lien Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series 2018 Senior Lien Bonds.
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