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New York Transportation Development Corporation Special Facility Revenue Refunding Bonds, Series 2015 (Terminal One Group Association, L.P

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New York Transportation Development Corporation Special Facility Revenue Refunding Bonds, Series 2015 (Terminal One Group Association, L.P New Issue – Book-Entry Only Ratings: See “Ratings” herein. In the opinion of Winston & Strawn LLP and the Hardwick Law Firm, LLC, Co-Bond Counsel, based on existing statutes, regulations, rulings and court decisions, interest on the Series 2015 Bonds is not included in gross income for federal income tax purposes and is not includable in taxable income for purposes of personal income taxes imposed by the State of New York, The City of New York and the City of Yonkers, New York, assuming compliance with certain covenants and the accuracy of certain representations, except that no opinion is expressed by Co-Bond Counsel as to the exclusion from such gross income and such taxable income of interest on any Series 2015 Bond during the period that such Series 2015 Bond is held by a “substantial user” of the facilities refinanced by the Series 2015 Bonds or a “related person” within the meaning of Section 147(a) of the Internal Revenue Code, as amended. In the further opinion of Co-Bond Counsel, interest on the Series 2015 Bonds is treated as an item of tax preference to be included in calculating the alternative minimum taxable income for purposes of the alternative minimum tax imposed with respect to individuals and corporations. See “Tax Matters” in this Official Statement. $167,260,000 ® New York Transportation Development Corporation Special Facility Revenue Refunding Bonds, Series 2015 (Terminal One Group Association, L.P. Project) Dated: Date of Issuance Due: January 1, as shown on the inside front cover The Special Facility Revenue Refunding Bonds, Series 2015 (Terminal One Group Association, L.P. Project) (the “Series 2015 Bonds”) are being issued by the New York Transportation Development Corporation (the “Issuer”) for the purpose of (i) defeasing and redeeming all outstanding New York City Industrial Development Agency Special Facility Revenue Bonds, Series 2005 (Terminal One Group Association, L.P. Project) previously issued to, among other things, refinance the construction of a new passenger terminal facility at John F. Kennedy International Airport (the “Airport”) known as Terminal One and (ii) paying certain costs of issuance related to the issuance of the Series 2015 Bonds. Terminal One is a 10-gate international terminal at the Airport that has been operating since May 1998. Interest on the Series 2015 Bonds will be payable semi-annually on each January 1 and July 1, commencing July 1, 2016. The Series 2015 Bonds are issuable as fully registered Bonds in denominations of $5,000 or any integral multiple thereof. The Series 2015 Bonds, when issued, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”), to which payments of principal or redemption price of, and interest on, the Series 2015 Bonds will be made. Individual purchases of the Series 2015 Bonds will be made in book-entry form only. The Series 2015 Bonds will be subject to extraordinary optional redemption and mandatory redemption prior to maturity at the redemption price, in the manner and at the times set forth in this Official Statement. See “DESCRIPTION OF THE SERIES 2015 BONDS — Redemption Provisions.” The Series 2015 Bonds are special and limited revenue obligations of the Issuer, payable by the Issuer as to the principal, redemption price, and interest thereon, solely out of the Trust Estate pledged under the Indenture referred to herein. Neither the Series 2015 Bonds, the principal thereof, the interest thereon, nor the redemption price thereof, together with interest accrued thereon to the date of redemption, shall ever constitute a debt of the State of New York (the “State”), the New York Job Development Authority, the New York State Urban Development Corporation (d/b/a Empire State Development) or any other local development corporation, agency or authority of the State (other than the Issuer), and none of the State, the New York Job Development Authority, the New York State Urban Development Corporation (d/b/a Empire State Development) or any other local development corporation, agency or authority of the State (other than the Issuer) shall be liable on the Series 2015 Bonds. The Issuer has no power of taxation. The Series 2015 Bonds are payable (except to the extent payable from certain moneys held under the Indenture referred to herein and pledged therefor) solely from and secured by a pledge of substantially all right, title and interest of the Issuer in and to the Loan Agreement and the Note, each as referred to herein, including all loan repayments, revenues and receipts payable by, or receivable thereunder from Terminal One Group Association, L.P. (“TOGA”). Under a Cost Sharing Agreement among TOGA and its four signatory air carriers, Société Air France, Japan Airlines Co., Ltd., Korean Air Lines Co., Ltd. and Deutsche Lufthansa Aktiengesellschaft (each a “Signatory Carrier” and, together, the “Signatory Carriers”) and separate Facility Use and Lease Agreements between TOGA and each Signatory Carrier, each Signatory Carrier is obligated to pay its Prorata Share (defined herein) of TOGA’s loan repayment obligations under the Loan Agreement and the Note, including full and prompt payment of the principal or redemption price of, and interest on, the Series 2015 Bonds. The Series 2015 Bonds will not be secured by any mortgage lien on, or security interest or other interest in, Terminal One or by the leasehold interest of TOGA in Terminal One. The Series 2015 Bonds are offered when, as and if issued by the Issuer and received by the Underwriters, subject to prior sale, to withdrawal or modification of the offer without notice, and to the approval of legality by Winston & Strawn LLP and the Hardwick Law Firm, LLC, both of New York, New York, Co-Bond Counsel, and certain other conditions. Certain legal matters will be passed upon by D. Seaton and Associates, P.A., P.C., New York, New York, Disclosure Counsel. Certain legal matters will be passed upon for the Issuer by its General Counsel, for TOGA by its counsel, Sidley Austin LLP, New York, New York, and for the Underwriters by their counsel, Nixon Peabody LLP, New York, New York. It is expected that delivery of the Series 2015 Bonds will take place through the facilities of DTC on or about December 23, 2015 in New York, New York. Citigroup Ramirez & Co., Inc. December 15, 2015 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND CUSIP NUMBERS $167,260,000 NEW YORK TRANSPORTATION DEVELOPMENT CORPORATION SPECIAL FACILITY REVENUE REFUNDING BONDS, SERIES 2015 (TERMINAL ONE GROUP ASSOCIATION, L.P. PROJECT) MATURITY PRINCIPAL INTEREST (JANUARY 1) AMOUNT RATE YIELD CUSIP No.* 2017 $20,390,000 5.00% 0.95% 650116AA4 2018 21,590,000 5.00 1.32 650116AB2 2019 22,675,000 5.00 1.60 650116AC0 2020 23,805,000 5.00 1.85 650116AD8 2021 24,995,000 5.00 2.03 650116AE6 2022 26,245,000 5.00 2.20 650116AF3 2023 27,560,000 5.00 2.35 650116AG1 * CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by the CUSIP Service Bureau, operated by Standard & Poor’s, a division of McGraw-Hill Financial, Inc. The CUSIP numbers listed above are being provided solely for the convenience of the registered owners of the applicable Series 2015 Bonds and the Issuer and the Underwriters do not make any representation with respect to such numbers nor undertake any responsibility for 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 2015 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 2015 Bonds. i NEW YORK TRANSPORTATION DEVELOPMENT CORPORATION Directors Name Affiliation George J. Haggerty Former New York State Deputy Secretary for Financial Services Andrew Kennedy Deputy Director of State Operations for Policy Howard A. Zemsky President & Chief Executive Officer of the New York State Urban Development Corporation d/b/a Empire State Development Kathleen Mize Deputy Chief Financial Officer and Controller of the New York State Urban Development Corporation d/b/a Empire State Development Mehul Patel Chief Operating Officer, Midwood Investment & Development Officers Name Title Howard A. Zemsky President & Chief Executive Officer Elizabeth R. Fine Executive Vice President – Legal and General Counsel Maria Cassidy Deputy General Counsel Robert M. Godley Treasurer Debbie Royce Secretary Rose-Marie Mahase Assistant Secretary The Bank of New York Mellon Trustee Winston & Strawn LLP The Hardwick Law Firm, LLC Co-Bond Counsel D. Seaton and Associates, P.A., P.C. Disclosure Counsel ii No dealer, broker, salesperson or other person has been authorized by the Issuer, TOGA or the Underwriters of the Series 2015 Bonds to give any information or to make any representations, other than those contained in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or a solicitation of any offer to buy, nor shall there be any sale of the Series 2015 Bonds offered hereby by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information contained in this Official Statement (which term shall be deemed to include the Appendices to this Official Statement and all documents incorporated herein by reference) has been obtained from the Issuer, TOGA, the Signatory Carriers referred to herein and other sources deemed reliable.
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