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The Pennsylvania Turnpike Commission Oil Franchise Tax

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The Pennsylvania Turnpike Commission Oil Franchise Tax NEW ISSUE – BOOK-ENTRY-ONLY Ratings: See “RATINGS” herein. In the opinion of Co-Bond Counsel, under existing law, interest on the 2018 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; however, interest paid to certain corporate holders of the 2018 Bonds indirectly may be subject to alternative minimum tax under circumstances described under “TAX MATTERS” herein. Under existing law, the 2018 Bonds are exempt from personal property taxes in Pennsylvania and the interest on the 2018 Bonds is exempt from Pennsylvania personal income tax and from Pennsylvania corporate net income tax. The opinion of Co-Bond Counsel is subject to continuing compliance by the Commission with certain tax covenants to satisfy certain provisions of the Internal Revenue Code of 1986, as amended. See “TAX MATTERS” herein. PENNSYLVANIA TURNPIKE COMMISSION $231,385,000 OIL FRANCHISE TAX SENIOR REVENUE BONDS, SERIES A OF 2018 and $210,480,000 OIL FRANCHISE TAX SUBORDINATED REVENUE BONDS, SERIES B OF 2018 Due: December 1, As Shown on Inside Front Cover The Pennsylvania Turnpike Commission Oil Franchise Tax Senior Revenue Bonds, Series A of 2018 (the “2018A Bonds”) and the Oil Franchise Tax Subordinated Revenue Bonds, Series B of 2018 (the “2018B Bonds” and, together with the 2018A Bonds, the “2018 Bonds”) are being issued pursuant to an Eighth Supplemental Trust Indenture dated as of June 1, 2018 (the “Eighth Supplemental Indenture”) to the Trust Indenture dated as of August 1, 1998, as previously amended and supplemented (together with the Eighth Supplemental Indenture, the “Indenture”), between the Pennsylvania Turnpike Commission (the “Commission”) and U.S. Bank National Association, as successor trustee (the “Trustee”). The 2018A Bonds are being issued to provide funds to finance the costs of (i) various capital expenditures for the Pennsylvania Turnpike System set forth in the Commission’s current or any prior Independently Funded Capital Plan, including but not limited to, the funding of capital expenditures related to the Southern Beltway or the Mon-Fayette Expressway (the “2018 Construction Project”) and (ii) paying the costs of issuing the 2018A Bonds (collectively, the “2018A Project”).The 2018B Bonds are being issued to provide funds to finance the costs of (i) the 2018 Construction Project, (ii) funding necessary reserves or similar funds to the extent required for such financing, and (iii) paying the costs of issuing the 2018B Bonds (collectively, the “2018B Project” and together with the 2018A Project, the “Project”). The 2018 Bonds will be dated their respective dates of initial issuance and delivery thereof. The 2018 Bonds will mature on December 1 of the years and bear interest from their respective delivery dates 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 2018 Bonds will be payable on each June 1 and December 1, commencing on December 1, 2018. The 2018 Bonds are deliverable in fully registered form and, when issued, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York, which will act as securities depository for the 2018 Bonds. Beneficial ownership interests in the 2018 Bonds will be recorded in book-entry only form in denominations of $5,000 or any integral multiple thereof. Purchasers of the 2018 Bonds will not receive bonds representing their beneficial ownership in the 2018 Bonds, but will receive a credit balance on the books of their respective DTC Participants or DTC Indirect Participants. So long as Cede & Co. is the registered owner of the 2018 Bonds, principal of and interest on the 2018 Bonds will be paid to Cede & Co., as nominee of DTC, which will, in turn, remit such principal and interest to the Participants and Indirect Participants for subsequent disbursement to the Beneficial Owners, as described herein. The 2018 Bonds will be transferable or exchangeable to another nominee of The Depository Trust Company or as otherwise described herein. So long as Cede & Co. is the registered owner of the 2018 Bonds, payments of principal and interest on the 2018 Bonds will be made directly by the Paying Agent under the Indenture, as described herein. See “DESCRIPTION OF THE 2018 BONDS – Book-Entry Only System.” The 2018 Bonds will be subject to optional and mandatory redemption prior to maturity as described herein. THE GENERAL ASSEMBLY OF THE COMMONWEALTH OF PENNSYLVANIA (THE “COMMONWEALTH”) HAS ALLOCATED A PORTION OF THE OIL COMPANY FRANCHISE TAX (THE “OIL FRANCHISE TAX”) IMPOSED BY THE COMMONWEALTH AND APPROPRIATED IT TO THE COMMISSION. THE 2018 BONDS ARE LIMITED OBLIGATIONS OF THE COMMISSION PAYABLE SOLELY FROM THE TRUST ESTATE INCLUDING, BUT NOT LIMITED TO, THAT PORTION OF THE OIL FRANCHISE TAX PAID TO THE COMMISSION OR THE TRUSTEE BY THE COMMONWEALTH AND CERTAIN FUNDS HELD UNDER THE INDENTURE AND THE EARNINGS THEREON. THE 2018 BONDS SHALL NOT BE DEEMED TO BE A DEBT OF THE COMMONWEALTH OR A PLEDGE OF THE FAITH AND CREDIT OF THE COMMONWEALTH AND SHALL NOT BE AN OBLIGATION OF THE COMMISSION PAYABLE FROM ANY SOURCE EXCEPT THE TRUST ESTATE, WHICH INCLUDES, BUT IS NOT LIMITED TO, THAT PORTION OF THE OIL FRANCHISE TAX PAID TO THE COMMISSION OR THE TRUSTEE BY THE COMMONWEALTH AND CERTAIN FUNDS HELD UNDER THE INDENTURE AND THE EARNINGS THEREON. THE COMMISSION HAS NO TAXING POWER. 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 2018 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 Buchanan Ingersoll & Rooney PC, Pittsburgh, Pennsylvania and Zarwin Baum DeVito Kaplan Schaer Toddy P.C., Philadelphia, Pennsylvania, Co-Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the Underwriters by Duane Morris LLP, Philadelphia, Pennsylvania, and Ahmad Zaffarese LLC, Philadelphia, Pennsylvania, Co-Counsel for the Underwriters. Certain legal matters will be passed upon for the Commission by its Chief Counsel, Doreen A. McCall, Esquire, and by McNees Wallace & Nurick LLC, Lancaster, Pennsylvania, Disclosure Counsel to the Commission. It is anticipated that delivery of the 2018 Bonds in book-entry form will be made through the facilities of DTC in New York, New York on or about June 5, 2018. Jefferies Piper Jaffray & Co. J.P. Morgan FTN Financial BNY Mellon Capital Markets, LLC/Academy Securities Quoin Capital, LLC This Official Statement is dated May 16, 2018 PENNSYLVANIA TURNPIKE COMMISSION $231,385,000 OIL FRANCHISE TAX SENIOR REVENUE BONDS, SERIES A OF 2018 MATURITY SCHEDULE $157,895,000 5.250% Term Bonds maturing December 1, 2044; Yield 3.270%; Price 117.461* (CUSIP 709221 VE21) $73,490,000 5.000% Term Bonds maturing December 1, 2048; Yield 3.410% Price 113.921* (CUSIP 709221 VF91) $210,480,000 OIL FRANCHISE TAX SUBORDINATED REVENUE BONDS, SERIES B OF 2018 MATURITY SCHEDULE Maturity (December 1) Amount Interest Rate Yield Price* CUSIP1 2038 $14,795,000 5.000% 3.500% 113.073 709221 VG7 2039 15,535,000 5.000% 3.520% 112.886 709221 VH5 $70,305,000 5.000% Term Bonds maturing December 1, 2043; Yield 3.560%; Price 112.512* (CUSIP 709221 VJ11) $54,845,000 5.000% Term Bonds maturing December 1, 2048; Yield 3.610%; Price 112.047*(CUSIP 709221 VK81) $55,000,000 5.250% Term Bonds maturing December 1, 2048; Yield 3.510%; Price 115.157* (CUSIP 709221 VL61) * Priced to the first optional redemption date of December 1, 2028. 1 The above CUSIP (Committee on Uniform Securities Identification Procedures) numbers have been assigned by an organization not affiliated with the Commission or the Underwriters, and such parties are not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers arc included solely for the convenience of bondholders and no representation is made as to the correctness of such CUSIP numbers. CUSIP numbers assigned to securities may be changed during the term of such securities based on a number of factors including, but not limited to, the refunding or defeasance of such issue or the use of secondary market financial products. None of the Commission or the Underwriters has agreed to, and there is no duty or obligation to, update this Bond Purchase Agreement to reflect any change or correction in the CUSIP numbers set forth above. ii PENNSYLVANIA TURNPIKE COMMISSION COMMISSIONERS LESLIE RICHARDS Chair WILLIAM K. LIEBERMAN Vice Chair BARRY T. DREW Secretary – Treasurer PASQUALE T. DEON, SR. Commissioner JOHN WOZNIAK Commissioner ADMINISTRATION MARK P. COMPTON Chief Executive Officer CRAIG R. SHUEY Chief Operating Officer NIKOLAUS H. GRIESHABER Chief Financial Officer BRADLEY J. HEIGEL Chief Engineer DOREEN A. MCCALL Chief Counsel RAY A. MORROW Chief Compliance Officer U.S. BANK NATIONAL ASSOCIATION Trustee and Authenticating Agent MANUFACTURERS AND TRADERS TRUST COMPANY Paying Agent PFM FINANCIAL ADVISORS LLC Co-Financial Advisor G-ENTRY PRINCIPLE, P.C. Co-Financial Advisor iii No dealer, broker, salesman or other person has been authorized by the Commission or the Underwriters 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 or either of the foregoing. 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 2018 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale.
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