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Pennsylvania Turnpike Commission Revenue Bonds Series a of 2019

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Pennsylvania Turnpike Commission Revenue Bonds Series a of 2019 NEW ISSUE - BOOK-ENTRY-ONLY Ratings: See “RATINGS” herein. In the opinions of Co-Bond Counsel, under existing law and assuming continuing compliance by the Commission with certain covenants intended to assure continuing compliance with the Internal Revenue Code of 1986, as amended (the “Code”), and all applicable regulations thereunder, interest on the 2019A 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. Furthermore, in the opinions of Co-Bond Counsel, under existing law, the 2019A Bonds are exempt from Pennsylvania personal property taxes and the interest on the 2019A Bonds is exempt from Pennsylvania personal income tax and corporate net income tax. For a discussion of other federal tax consequences arising with respect to the 2019A Bonds, see “TAX MATTERS” herein. $341,325,000 PENNSYLVANIA TURNPIKE COMMISSION TURNPIKE REVENUE BONDS, SERIES A OF 2019 Dated: Date of Delivery Due: As shown on Inside Front Cover The Pennsylvania Turnpike Commission Turnpike Revenue Bonds, Series A of 2019 (the “2019A Bonds”) are being issued pursuant to a Supplemental Trust Indenture No. 51 dated as of August 1, 2019 (“Supplemental Indenture No. 51”) to the Amended and Restated Trust Indenture dated as of March 1, 2001 (the “Restated Indenture”; the Restated Indenture as amended and supplemented through the date of issue of the 2019A Bonds, including being amended and supplemented by Supplemental Indenture No. 51 and as it may be further amended and supplemented from time to time, is referred to herein as, the “Senior Indenture”), between the Pennsylvania Turnpike Commission (the “Commission”) and U.S. Bank National Association, as successor trustee (the “Trustee”). The 2019A Bonds are being issued for the purpose of financing: (i) various capital expenditures set forth in the Commission’s current ten year capital plan, including any amendments thereto, or any prior capital plan including, but not limited to, the reconstruction of roadbed and roadway, the widening, replacing and redecking of certain bridges and/or the rehabilitation of certain interchanges (the “Capital Project”); (ii) funding necessary reserves to the extent required; (iii) paying the costs of issuing the 2019A Bonds. The 2019A Bonds will be dated the date of initial issuance and delivery thereof. The 2019A Bonds will mature on December 1 of the years and bear interest from their delivery date 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 2019A Bonds will be payable on each June 1 and December 1, commencing December 1, 2019. The 2019A 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 (“DTC”), which will act as securities depository for the 2019A Bonds. Beneficial ownership interests in the 2019A Bonds will be recorded in book-entry only form in denominations of $5,000 or any multiple thereof. Purchasers of the 2019A Bonds will not receive bonds representing their beneficial ownership in the 2019A 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 2019A Bonds, principal of and interest on the 2019A 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 2019A Bonds will be transferable or exchangeable to another nominee of DTC or as otherwise described herein. So long as Cede & Co. is the registered owner of the 2019A Bonds, payments of principal and interest on the 2019A Bonds will be made directly by the Trustee under the Senior Indenture, as described herein. See “DESCRIPTION OF THE 2019A BONDS - Book-Entry Only System.” The 2019A Bonds will be subject to optional redemption prior to maturity as described herein. See “DESCRIPTION OF THE 2019A BONDS – Redemption of 2019A Bonds” herein. THE 2019A BONDS ARE LIMITED OBLIGATIONS OF THE COMMISSION AND SHALL NOT BE DEEMED TO BE A DEBT OF THE COMMONWEALTH OF PENNSYLVANIA (THE “COMMONWEALTH”) OR A PLEDGE OF THE FULL FAITH AND CREDIT OF THE COMMONWEALTH, BUT THE 2019A BONDS SHALL BE PAYABLE SOLELY FROM THE TRUST ESTATE (AS DEFINED HEREIN) WHICH CONSISTS PRIMARILY OF TOLLS FROM THE SYSTEM (AS DEFINED HEREIN). THE COMMONWEALTH IS NOT OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION WHATSOEVER FOR PAYMENT OF THE 2019A BONDS OR TO MAKE ANY APPROPRIATION FOR THE PAYMENT OF THE 2019A BONDS. 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 2019A 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 Obermayer Rebmann Maxwell & Hippel LLP, Philadelphia, Pennsylvania, and Law Offices of Wayne D. Gerhold Pittsburgh, Pennsylvania, Co-Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the Underwriters by Squire Patton Boggs (US) LLP, Washington D.C., 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 2019A Bonds in book-entry form will be made through the facilities of DTC in New York, New York on or about August 15, 2019. Loop Capital Markets NW Capital Markets Wells Fargo Securities Backstrom McCarley Berry & Co./Stifel IFS Securities, Inc. Janney Montgomery Scott This Official Statement is dated August 6, 2019. PENNSYLVANIA TURNPIKE COMMISSION TURNPIKE REVENUE BONDS, SERIES A OF 2019 MATURITY SCHEDULE Maturity Date Principal CUSIP† No. (December 1) Amount Interest Rate Yield Price (709224) 2020 $ 5,405,000 5.00% 1.00% 105.130 Q44 2021 5,675,000 5.00 1.03 108.977 Q51 2022 5,955,000 5.00 1.07 112.686 Q69 2023 6,255,000 5.00 1.09 116.359 Q77 2024 6,560,000 2.00 1.21 104.038 Q85 2025 6,700,000 5.00 1.25 122.629 Q93 2026 7,035,000 5.00 1.35 125.272 R27 2027 7,385,000 4.00 1.51 119.341 R35 2028 7,680,000 4.00 1.63 120.361 R43 2029 7,990,000 4.00 1.73 121.319 R50 2030 8,305,000 5.00 1.79 130.054* R68 2031 8,725,000 5.00 1.88 129.075* R76 2032 9,160,000 5.00 1.96 128.212* R84 2033 9,615,000 5.00 2.02 127.569* R92 2034 10,100,000 5.00 2.06 127.143* S26 2035 10,600,000 5.00 2.14 126.295* S34 2036 11,130,000 5.00 2.23 125.350* S42 2037 11,690,000 5.00 2.27 124.932* S59 2038 12,275,000 5.00 2.30 124.620* S67 2039 12,885,000 5.00 2.34 124.206* S75 $74,775,000 5.00% Term Bond due December 1, 2044*, Yield 2.48% CUSIP S83 $95,425,000 5.00% Term Bond due December 1, 2049*, Yield 2.53% CUSIP S91 Priced to December 1, 2029 first optional call date. † CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (“CGS”) is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright© 2017 CUSIP Global Services. All rights reserved. CUSIP ® data herein is provided by CGS. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the Commission or the Underwriters or their respective agents or counsel takes responsibility for the accuracy of such CUSIP® numbers. PENNSYLVANIA TURNPIKE COMMISSION COMMISSIONERS LESLIE S. RICHARDS Secretary of Transportation Chair WILLIAM K. LIEBERMAN Vice Chair BARRY T. DREW Secretary/Treasurer PASQUALE T. DEON, SR Commissioner JOHN N. 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 PFM FINANCIAL ADVISORS LLC Financial Advisor 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 2019A Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the Commission, DTC and other sources which are believed to be reliable but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Underwriters.
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