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State of Ohio OFFICIAL STATEMENT NEW ISSUE RATINGS: (See “RATINGS” herein) Book Entry Only In the opinion of Squire Sanders (US) LLP, Bond Counsel, under existing law (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the 2013 Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, and (ii) interest on, and any profit made on the sale, exchange or other disposition of, the 2013 Bonds are exempt from all Ohio state and local taxation, except the estate tax, the domestic insurance company tax, the dealers in intangibles tax, the tax levied on the basis of the total equity capital of financial institutions, and the net worth base of the corporate franchise tax. Interest on the 2013 Bonds may be subject to certain federal taxes imposed only on certain corporations, including the corporate alternative minimum tax on a portion of that interest. For a more complete discussion of the tax aspects, see “TAX MATTERS” herein. $1,068,307,815.75 STATE OF OHIO TURNPIKE REVENUE BONDS, 2013 SERIES A TURNPIKE JUNIOR LIEN REVENUE BONDS, 2013 SERIES A ISSUED BY THE OHIO TURNPIKE AND INFRASTRUCTURE COMMISSION consisting of $73,495,000 TURNPIKE REVENUE BONDS, 2013 SERIES A and $994,812,815.75 STATE OF OHIO TURNPIKE JUNIOR LIEN REVENUE BONDS, 2013 SERIES A (INFRASTRUCTURE PROJECTS) ISSUED BY THE OHIO TURNPIKE AND INFRASTRUCTURE COMMISSION consisting of $709,270,000 SERIES A‑1 (Current Interest Bonds) $136,381,815.50 SERIES A‑2 (Capital Appreciation Bonds) $4,160,654.50 SERIES A‑3 (Capital Appreciation Bonds) and $145,000,345.75 SERIES A‑4 (Convertible Capital Appreciation Bonds) Dated: Date of Delivery Due: February 15 in the years shown herein The State of Ohio Turnpike Revenue Bonds, 2013 Series A (the “2013 Senior Lien Bonds”) are being issued by the Ohio Turnpike and Infrastructure Commission, a body both corporate and politic of the State of Ohio (the “Commission”), under a Master Trust Agreement, dated as of February 15, 1994, as supplemented by the First through Seventeenth Supplemental Trust Agreements and as amended and restated by the Amended and Restated Master Trust Agreement (Eighteenth Supplemental Trust Agreement) dated as of April 8, 2013, and as further amended by the Nineteenth Supplemental Trust Agreement (collectively, the “Senior Lien Trust Agreement”), each between the Commission and The Huntington National Bank, Columbus, Ohio, as trustee (the “Senior Lien Trustee”). The 2013 Senior Lien Bonds are being issued for the purpose of providing funds required to pay and reimburse costs of making certain capital improvements to the Turnpike System (as hereinafter defined), to fund a debt service reserve fund and to pay costs of issuance of the 2013 Senior Lien Bonds. The State of Ohio Turnpike Junior Lien Revenue Bonds, 2013 Series A‑1 (Current Interest Bonds) (the “2013 Junior Lien Current Interest Bonds”), the State of Ohio Turnpike Junior Lien Revenue Bonds, 2013 Series A‑2 (Capital Appreciation Bonds) (Make‑Whole Call) (the “2013 Junior Lien Make‑Whole CABs”), the State of Ohio Turnpike Junior Lien Revenue Bonds, 2013 Series A‑3 (Capital Appreciation Bonds) (10‑Year Call) (the “2013 Junior Lien 10‑Year Call CABs,” and together with the 2013 Junior Lien Make‑Whole CABs, the “2013 Junior Lien CABs”) and the State of Ohio Turnpike Junior Lien Revenue Bonds, 2013 Series A‑4 (Convertible Capital Appreciation Bonds) (the “2013 Junior Lien Convertible CABs,” and together with the 2013 Junior Lien Current Interest Bonds and the 2013 Junior Lien CABs, the “2013 Junior Lien Bonds”) (the 2013 Senior Lien Bonds and the 2013 Junior Lien Bonds are referred to collectively herein as the “2013 Bonds”) are being issued by the Commission under a Junior Lien Master Trust Agreement, dated as of August 1, 2013, as supplemented by the First Supplemental Junior Lien Trust Agreement dated as of August 1, 2013 (collectively, the “Junior Lien Trust Agreement”), each between the Commission and The Huntington National Bank, Columbus, Ohio, as trustee (the “Junior Lien Trustee”). The 2013 Junior Lien Bonds are being issued for the purpose of providing funds required to pay all or a portion of the costs of Infrastructure Projects (as hereinafter defined), to fund a debt service reserve fund and to pay costs of issuance of the 2013 Junior Lien Bonds. The 2013 Bonds will be dated the date of initial issuance and delivery thereof and will bear interest from their delivery date at the rates (or compound interest at the yields) shown on the inside front cover, calculated on the basis of a year of 360 days consisting of twelve 30‑day months. The 2013 Senior Lien Bonds and the 2013 Junior Lien Current Interest Bonds are being issued as current interest bonds, the 2013 Junior Lien CABs are being issued as capital appreciation bonds and the 2013 Junior Lien Convertible CABs are being issued as convertible capital appreciation bonds. The inside cover page of this Official Statement contains information concerning the maturity schedules, principal amounts (or, in the case of the 2013 Junior Lien CABs and the 2013 Junior Lien Convertible CABs, the initial principal amounts), interest rates, prices and approximate yields of the 2013 Bonds. The 2013 Bonds are subject to redemption prior to maturity as described herein. See “DESCRIPTION OF THE 2013 BONDS ‑ Redemption of 2013 Bonds” herein. THE 2013 BONDS AND THE INTEREST THEREON WILL BE SPECIAL OBLIGATIONS OF THE STATE OF OHIO ISSUED BY THE COMMISSION AND WILL BE PAYABLE SOLELY FROM THE SYSTEM PLEDGED REVENUES. NOTHING IN THE 2013 BONDS, THE SENIOR LIEN TRUST AGREEMENT, THE JUNIOR LIEN TRUST AGREEMENT OR ANY OTHER DOCUMENT WILL REPRESENT OR CONSTITUTE GENERAL OBLIGATIONS, DEBT OR BONDED INDEBTEDNESS OF THE COMMISSION, THE STATE OF OHIO OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, AND THE HOLDERS OR OWNERS OF THE 2013 BONDS WILL NOT BE GIVEN THE RIGHT, AND HAVE NO RIGHT, TO HAVE EXCISE TAXES, AD VALOREM TAXES OR OTHER TAXES LEVIED BY THE STATE OF OHIO OR THE TAXING AUTHORITY OF ANY OTHER POLITICAL SUBDIVISION FOR THE PAYMENT OF THE PRINCIPAL OF OR INTEREST OR ANY PREMIUM ON THE 2013 BONDS. NEITHER THE GENERAL CREDIT, FAITH NOR RESOURCES OF THE COMMISSION OR THE STATE OF OHIO, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, ARE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST OR ANY PREMIUM ON THE 2013 BONDS. The 2013 Senior Lien Bonds will be payable from and secured by a pledge of and a senior lien on System Pledged Revenues, as defined in the Senior Lien Trust Agreement, on a parity with other outstanding and any additional Senior Lien Bonds (as herein defined that may be issued), and the 2013 Junior Lien Bonds will be payable from andsecured by a junior pledge of and a junior lien on the System Pledged Revenues and a first pledge and lien on the Junior Lien Special Funds, as defined in the Junior Lien Trust Agreement, on a parity with any additional Junior Lien Bonds that may be issued under the Junior Lien Trust Agreement. Principal and interest payments on the 2013 Junior Lien Bonds are paid from System Pledged Revenues after the payment of principal and interest on all outstanding Senior Lien Bonds (and any applicable payment to the Debt Service Reserve Account of the Senior Lien Debt Service Fund), and thus the 2013 Junior Lien Bonds are subordinate to the 2013 Senior Lien Bonds and all other Senior Lien Bonds issued or to be issued under the Senior Lien Trust Agreement. See “SECURITY FOR AND SOURCE OF PAYMENT OF THE 2013 BONDS” herein. The 2013 Bonds are offered when, as and if issued and received by the Underwriters, subject to prior sale and to withdrawal or modification of the offer without notice. Certain legal matters relating to the issuance of the 2013 Bonds are subject to the approving opinion of Squire Sanders (US) LLP, Bond Counsel (see “LEGAL MATTERS” and “TAX MATTERS” herein). Certain legal matters will be passed upon for the Commission by its General Counsel, Kathleen G. Weiss. Certain legal matters will be passed upon for the Underwriters by Tucker Ellis LLP. The 2013 Bonds are expected to be available for delivery through The Depository Trust Company on or about August 15, 2013. Citigroup J.P. Morgan Morgan Stanley BofA Merrill Lynch Fidelity Capital Markets The Huntington Investment Company Jefferies KeyBanc Capital Markets Loop Capital Markets PNC Capital Markets RBC Capital Markets Rice Financial Products Company Stifel Nicolaus Wells Fargo Securities Date: July 31, 2013 $73,495,000 STATE OF OHIO TURNPIKE REVENUE BONDS, 2013 SERIES A $73,495,000 5.00% Term Bond Maturing February 15, 2048, Price 101.435%, Yield 4.810%** CUSIP 67760HJK8* $709,270,000 STATE OF OHIO TURNPIKE JUNIOR LIEN REVENUE BONDS, 2013 SERIES A-1 (CURRENT INTEREST BONDS) Maturity Date (February 15) Principal Amount Interest Rate Yield Price CUSIP* 2019 $8,070,000 5.000% 2.000% 115.551 67760HJL6 2020 5,000,000 5.000% 2.450% 115.236 67760HKA8 2023 4,035,000 5.000% 3.340% 113.418 67760HJW2 2024 16,120,000 5.000% 3.600%** 111.180 67760HJM4 2025 20,080,000 5.000% 3.830%** 109.244 67760HJN2 2026 12,925,000 5.000% 4.020%** 107.675 67760HJP7 2027 13,230,000 5.000% 4.190%** 106.294 67760HJQ5 2028 16,735,000 5.000% 4.330%** 105.173 67760HJX0 2029 30,000,000 5.250% 4.430%** 106.302 67760HJR3 2030 30,000,000 5.250% 4.530%** 105.508 67760HJS1 2031 35,000,000 5.250% 4.600%** 104.957 67760HJT9 2032 35,000,000 5.250% 4.670%** 104.409 67760HJU6
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