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New York State Thruway Authority

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New York State Thruway Authority PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER 7, 2019 NEW ISSUE BOOK ENTRY - ONLY In the opinion of Hawkins Delafield & Wood LLP, 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 2019B Junior Indebtedness Obligations ch such 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”) and (ii) interest on the Series 2019B Junior Indebtedness Obligations is not treated as a preference item in calculating the alternative minimum tax under the Code. In addition, in the opinion of Bond Counsel to the Authority, under existing statutes, interest on the Series 2019B Junior Indebtedness Obligations is exempt from personal income taxes imposed by the State of New York and any political subdivision thereof. See “TAX MATTERS” for further information. nces nces will this Preliminary $1,700,000,000* New York State Thruway Authority General Revenue Junior Indebtedness Obligations Series 2019B Dated: Date of Delivery Due: January 1, as shown on the inside cover Interest is payable each January 1 and July 1, commencing July 1, 2020. The New York State Thruway Authority General Revenue Junior Indebtedness Obligations, Series 2019B (the “Series 2019B Junior Indebtedness Obligations”) are issuable only as fully registered bonds without coupons, in denominations of $5,000 or any integral multiple thereof. The Series 2019B Junior Indebtedness t notice. Under no circumsta Obligations will be issued initially under a book-entry only system and will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Series 2019B Junior Indebtedness Obligations. See Appendix E ― “BOOK-ENTRY ONLY SYSTEM” herein. Principal of and premium, if any, and interest on the Series 2019B Junior Indebtedness Obligations will be payable to holders of the Series 2019B Junior Indebtedness Obligations through The Bank of New York Mellon, New York, New York, as Trustee. ction. ___________________________ The Series 2019B Junior Indebtedness Obligations are subject to redemption prior to maturity as described herein. ___________________________ The Series 2019B Junior Indebtedness Obligations of the New York State Thruway Authority (the “Authority”) will be issued in accordance with the terms and provisions of the Authority’s Resolution Authorizing General Revenue Junior Indebtedness Obligations adopted on November 7, 2013, as amended on August 6, 2014 (the “Junior Indebtedness Resolution”), as supplemented, including, as supplemented by the Seventh Supplemental Junior Indebtedness Resolution Authorizing General Revenue Junior Indebtedness Obligations, Series 2019B adopted by the Authority on April 4, 2019, as amended and restated as of September 23, 2019 (the “Seventh Supplemental JIO Resolution” and, together with the Junior Indebtedness Resolution, the “Resolution”). ecurities laws of such jurisdi ecurities laws of such The Series 2019B Junior Indebtedness Obligations are special obligations of the Authority and are secured as to the payment of principal, premium, if any, and interest thereon by a pledge of the Revenues and certain accounts established under the Junior Indebtedness Resolution, which pledge is subordinate to the pledge created by the Senior Resolution (hereinafter defined) of the Authority with regard to Senior Bonds, as further described herein. The Series 2019B Junior Indebtedness Obligations are not a debt of the State of New York (the “State”) nor shall the State be liable thereon. The Series 2019B Junior Indebtedness Obligations are being issued (i) to refund outstanding Junior Indebtedness Obligations, (ii) to fund or reimburse approximately $75 million of costs related to the Authority’s New NY Bridge Project, (iii) to fund capitalized interest on the Series 2019B Junior Indebtedness Obligations, (iv) to purchase a Reserve Credit Facility for the Series 2019B Subaccount of the Junior Indebtedness Debt Service Reserve Account, and (v) to pay the Costs of Issuance incurred in connection with the issuance of the Series 2019B Junior Indebtedness Obligations. ion of an offer to buy, nor shall there be any sale of the securities offered hereby by any person, in any jurisdiction in whi The cover and inside cover pages contain certain information for general reference only. They are not intended to be a summary of the security or terms of this issue. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed decision. ___________________________ The Series 2019B Junior Indebtedness Obligations are offered, when, as and if issued by the Authority and are 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 Christopher C. O’Brien, Esq., General Counsel to the Authority. Certain legal matters will be passed on for the Underwriters by Harris Beach PLLC, Counsel to the Underwriters. Public Resources Advisory Group and Acacia Financial Group, Inc. are acting as Co-Financial Advisors to the Authority. It is expected that the Series 2019B Junior Indebtedness Obligations will be available for delivery to The Depository Trust Company, New York, New York, on or about October 30, 2019. __________________________ Goldman Sachs & Co. LLC Siebert Cisneros Shank & Co., L.L.C. Citigroup Morgan Stanley RBC Capital Markets J.P. Morgan Barclays Academy Securities Drexel Hamilton, LLC BofA Merrill Lynch Loop Capital Markets Jefferies Raymond James Oppenheimer & Co. Roosevelt & Cross Incorporated This Preliminary Official Statement and the information contained herein is subject to change, completion and amendment withou offer, solicitation or sale would be unlawful prior to registration or qualification under the s the under qualification or registration to prior unlawful be would offer, solicitation or sale Official Statement constitute an offer to sell or the solicitat October __, 2019 * Preliminary, subject to change. $1,700,000,000* New York State Thruway Authority General Revenue Junior Indebtedness Obligations Series 2019B MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND CUSIP NUMBERS $417,590,000* Serial Bonds CUSIP Due Principal Interest Number† January 1* Amount* Rate Yield (Base # 650010) 2021 $ 565,000 % % 2022 1,070,000 2023 1,125,000 2024 1,180,000 2025 1,240,000 2026 1,300,000 2027 1,365,000 2028 1,435,000 2029 1,505,000 2030 1,580,000 2031 1,660,000 2032 1,745,000 2033 1,830,000 2034 22,115,000 2035 49,190,000 2036 57,455,000 2037 62,350,000 2038 66,535,000 2039 69,920,000 2040 72,425,000 $428,150,000* ___ % Term Bonds due January 1, 2045* Yield ____% CUSIP Number $510,550,000* ___ % Term Bonds due January 1, 2050* Yield ____% CUSIP Number $343,710,000* ___ % Term Bonds due January 1, 2053* Yield ____% CUSIP Number * Preliminary, subject to change. † Copyright, American Bankers Association. CUSIP numbers have been assigned by CUSIP Global Services, which is managed on behalf of the ABA by S&P Global Market Intelligence, a part of S&P Global Inc., and are provided solely for the convenience of the holders of the Series 2019B Junior Indebtedness Obligations. Neither the Authority nor the Trustee are responsible for the selection or uses of these CUSIP numbers and no representation is made to their correctness on the Series 2019B Junior Indebtedness Obligations or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2019B Junior Indebtedness Obligations 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 2019B Junior Indebtedness Obligations. IN CONNECTION WITH THE OFFERING OF THE SERIES 2019B JUNIOR INDEBTEDNESS OBLIGATIONS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH JUNIOR INDEBTEDNESS OBLIGATIONS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations, other than those contained in this Official Statement (the term “Official Statement” when used herein shall for all purposes include reference to the Appendices hereto), and, if given or made, such other information or representations must not be relied upon as having been authorized. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2019B Junior Indebtedness Obligations by any person in any jurisdiction in which it is unlawful for the person to make such offer, solicitation or sale. The information set forth herein has been provided by the Authority and other sources which are believed to be reliable by the Authority, but is not guaranteed as to its accuracy or completeness. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in
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