New Issue – Book-Entry Only
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NEW ISSUE – BOOK-ENTRY ONLY RATINGS: See “RATINGS.” In the opinion of Mayer Brown LLP, Bond Counsel, under existing law, if there is continuing compliance with certain requirements of the Internal Revenue Code of 1986, interest on the 2015A Bonds will not be includable in gross income for federal income tax purposes. Interest on the 2015A Bonds is not required to be included as an item of tax preference for purposes of computing individual or corporate “alternative minimum taxable income” but is includable in corporate earnings and profits for purposes of the corporate alternative minimum tax. Interest on the 2015A Bonds is not exempt from present Illinois income taxes. See “TAX MATTERS” herein. $400,000,000 THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY Toll Highway Senior Revenue Bonds, 2015 Series A Maturities, Principal Amounts, Interest Rates, Yields and CUSIP Numbers are Shown on the Inside of the Front Cover This Official Statement contains information relating to The Illinois State Toll Highway Authority (the “Authority”) and the Authority’s Toll Highway Senior Revenue Bonds, 2015 Series A (the “2015A Bonds”). The 2015A Bonds are being issued under an Amended and Restated Trust Indenture effective as of March 31, 1999 amending and restating a Trust Indenture dated as of December 1, 1985 (as amended, restated and supplemented, the “Indenture”) from the Authority to The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”). The 2015A Bonds will be issuable as fully registered bonds in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the 2015A Bonds. Purchasers of the 2015A Bonds will not receive certificates representing their interests in the 2015A Bonds purchased. Principal of and interest on the 2015A Bonds will be paid by the Trustee to DTC, which in turn will remit such principal and interest payments to its participants for subsequent disbursement to the beneficial owners of the 2015A Bonds. As long as Cede & Co. is the registered owner as nominee of DTC, payments on the 2015A Bonds will be made to such registered owner, and disbursement of such payments to beneficial owners will be the responsibility of DTC and its participants. See APPENDIX E – “BOOK-ENTRY SYSTEM.” The 2015A Bonds will mature on January 1 of the years and in the amounts and will bear interest at the rates per annum set forth on the inside cover page, payable on January 1 and July 1 of each year, commencing January 1, 2016. As described herein, the 2015A Bonds are subject to optional redemption prior to maturity and certain of the 2015A Bonds are subject to mandatory sinking fund redemption prior to maturity. See “DESCRIPTION OF THE 2015A BONDS – OPTIONAL REDEMPTION” and “– SINKING FUND REDEMPTION.” All Bonds issued under the Indenture, including the 2015A Bonds, are payable solely from and secured solely by a pledge of and lien on the Net Revenues (as defined in this Official Statement) and certain other funds as provided in the Indenture. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2015A BONDS.” THE 2015A BONDS AND ANY OTHER BONDS ISSUED UNDER THE INDENTURE DO NOT REPRESENT OR CONSTITUTE A DEBT OF THE AUTHORITY OR OF THE STATE OF ILLINOIS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION OR A PLEDGE OF THE FAITH AND CREDIT OF THE AUTHORITY OR OF THE STATE OF ILLINOIS, OR GRANT TO THE OWNERS OR HOLDERS THEREOF ANY RIGHT TO HAVE THE AUTHORITY OR THE ILLINOIS GENERAL ASSEMBLY LEVY ANY TAXES OR APPROPRIATE ANY FUNDS FOR THE PAYMENT OF THE PRINCIPAL THEREOF OR THE INTEREST THEREON, OTHER THAN AS MAY BE AUTHORIZED UNDER THE TOLL HIGHWAY ACT. The 2015A Bonds are offered for delivery when, as and if issued and received by the Underwriters, subject to withdrawal and modification of the offer without notice and approval of legality by Mayer Brown LLP, Chicago, Illinois, Bond Counsel. Certain legal matters in connection with the 2015A Bonds will be passed upon for the Authority by David A. Goldberg, Esq., Assistant Attorney General and the Authority’s General Counsel, and by the Authority’s special counsel, Foley & Lardner LLP, Chicago, Illinois and for the Underwriters by their co-counsel, Ice Miller LLP, Chicago, Illinois and Dinsmore & Shohl LLP, Chicago, Illinois. Certain documents to which the Authority is a party will be approved as to form and constitutionality by the Attorney General of Illinois. It is expected that the 2015A Bonds in definitive form will be available for delivery to DTC on or about July 30, 2015. BofA Merrill Lynch William Blair Citigroup Morgan Stanley Cabrera Capital Markets, LLC Raymond James Rice Financial Products Company US Bancorp The Williams Capital Group, L.P. Dated: July 9, 2015 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND CUSIP NUMBERS $400,000,000 THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY TOLL HIGHWAY SENIOR REVENUE BONDS, 2015 SERIES A Dated: Date of Delivery Due: January 1, as shown below Maturity Principal Interest CUSIP† (January 1) Amount Rate Yield Price (452252) 2027 $ 4,150,000 5.000 % 3.020%C 116.860%C KF5 2028 4,400,000 5.000 3.170C 115.468C KG3 2029 4,550,000 5.000 3.290C 114.370C KH1 2030 4,850,000 5.000 3.420C 113.193C KJ7 2031 5,050,000 5.000 3.540C 112.120C KK4 2032 5,300,000 5.000 3.590C 111.677C KL2 2033 5,600,000 5.000 3.620C 111.412C KM0 2034 5,900,000 5.000 3.700C 110.708C KN8 2035 6,150,000 5.000 3.740C 110.359C KP3 2036 38,500,000 5.000 3.780C 110.010C KQ1 2037 40,400,000 5.000 3.820C 109.663C KR9 $275,150,000 5.000% Term Bond due January 1, 2040; Yield 3.850%C; Price 109.404%C; CUSIP† 452252 KS7 C Priced to first optional redemption date of July 1, 2025 at par. † Copyright 2015, American Bankers Association. CUSIP data in this Official Statement are provided by CUSIP Global Services LLC managed on behalf of the American Bankers Association by Standard and Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. The CUSIP numbers listed above are being provided solely for the convenience of the holders of the 2015A Bonds at the time of issuance of the 2015A Bonds and the Authority does not make any representation with respect to such numbers or undertake any responsibility for the accuracy of such numbers. CUSIP numbers may be changed after the issuance of the 2015A Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the 2015A Bonds. THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY 2700 OGDEN AVENUE DOWNERS GROVE, ILLINOIS 60515-1703 (630) 241-6800 DIRECTORS Bruce Rauner Governor of Illinois, ex officio director Randall S. Blankenhorn Secretary of the Illinois Department of Transportation, ex officio director Robert Schillerstrom Chairman James J. Banks Craig Johnson Earl Dotson, Jr. Nick Sauer Joseph Gomez James Sweeney David Gonzalez Vacancy Lisa Madigan Attorney General of Illinois and ex officio Attorney for the Authority Michael W. Frerichs Treasurer of the State of Illinois and ex officio Custodian of the Illinois State Toll Highway Authority Fund EXECUTIVE STAFF Greg Bedalov Mike Stone Executive Director Chief of Staff Michael J. Colsch Paul Kovacs David A. Goldberg Chief of Finance Chief Engineer Assistant Attorney General and General Counsel FINANCIAL ADVISORS Public Financial Management, Inc. Acacia Financial Group, Inc. CONSULTING AND TRAFFIC ENGINEERS AECOM Technical Services, Inc. CDM Smith Inc. Consulting Engineer Traffic Engineer This Official Statement, which includes the cover page and inside front cover page and appendices, is being used in connection with the offer and sale of the 2015A Bonds and may not be reproduced or be used, in whole or in part, for any other purpose. The information set forth in this Official Statement is believed to be reliable but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation of, the Underwriters. The Underwriters have provided the following sentence for inclusion in this Official Statement. Each Underwriter has reviewed the information in this Official Statement in accordance with and as part of its respective responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but no Underwriter guarantees the accuracy or completeness of such information. The information and expressions of opinion contained in this Official Statement are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the information in this Official Statement pertaining to the Authority and the Tollway System as of any time subsequent to the date of such information. No dealer, sales representative or any other person has been authorized by the Authority or the Underwriters to give any information or to make any representation other than as contained in this Official Statement in connection with the offering it describes and, if given or made, such other information or representation must not be relied upon as having been authorized by the Authority or the Underwriters. This Official Statement does not constitute an offer of any securities other than those described on the cover page or an offer to sell or a solicitation of an offer to buy in any jurisdiction in which it is unlawful to make such offer, solicitation or sale.