The Illinois State Toll Highway Authority Toll Highway Senior Revenue Bonds, 2017 Series A
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PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 9, 2017 NEW ISSUE – BOOK-ENTRY ONLY RATINGS: See “RATINGS.” Subject to compliance by the Authority with certain covenants, in the opinion of Chapman and Cutler LLP, Bond Counsel, under present law, interest on the 2017A Bonds is excludable from gross income of the owners thereof for federal income tax purposes and is not included as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations, but such interest is taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. Interest on the 2017A Bonds is not exempt from present State of Illinois income taxes. See “TAX MATTERS” herein for a more complete discussion. $300,000,000* THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY Toll Highway Senior Revenue Bonds, 2017 Series A Maturities, Principal Amounts, Interest Rates, Yields, Prices 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, 2017 Series A (the “2017A Bonds”). The 2017A Bonds are being issued and secured 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 to the date hereof, the “Amended and Restated Indenture”) from the Authority to The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), and a Twenty-Fifth Supplemental Indenture dated as of December 1, 2017 by and between the Authority and the Trustee (the “Twenty-Fifth Supplemental Indenture” and collectively with the Amended and Restated Indenture, the “Indenture”). The 2017A 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 2017A Bonds. Purchasers of the 2017A Bonds will not receive certificates representing their interests in the 2017A Bonds purchased. Principal of and interest on the 2017A 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 2017A Bonds. As long as Cede & Co. is the registered owner as nominee of DTC, payments on the 2017A 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 2017A 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 July 1, 2018. As described herein, the 2017A Bonds are subject to optional redemption and mandatory redemption pursuant to Sinking Fund Installments prior to maturity. See “DESCRIPTION OF THE 2017A BONDS – REDEMPTION.” All Bonds issued under the Indenture, including the 2017A 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 2017A BONDS.” THE 2017A 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 AND PLEDGED IN ACCORDANCE WITH THE INDENTURE. The 2017A 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 Chapman and Cutler LLP, Chicago, Illinois, Bond Counsel. Certain legal matters in connection with the 2017A Bonds will be passed upon for the Authority by Elizabeth Oplawski, Esq., Assistant Attorney General and the Authority’s Acting General Counsel, and by the Authority’s special counsel, Schiff Hardin LLP, Chicago, Illinois and for the Underwriters by their counsel, Pugh, Jones & Johnson, P.C., 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 2017A Bonds in definitive form will be available for delivery to DTC on or about _______________, 2017. Loop Capital Markets Jefferies BofA Merrill Lynch Citigroup Bernardi Securities, Inc. George K. Baum & Co. Janney Montgomery Scott KeyBanc Capital Markets Inc. Mesirow Financial, Inc. BAIRD Dated: ____________, 2017 THIS PRELIMINARY OFFICIAL STATEMENT AND THE INFORMATION CONTAINED HEREIN ARE SUBJECT TO COMPLETION AND AMENDMENT IN A FINAL OFFICIAL STATEMENT. Under no circumstances shall this Preliminaryshall Under nocircumstances STATEMENT. OFFICIAL FINAL IN A AND AMENDMENT COMPLETION TO ARE SUBJECT HEREIN CONTAINED INFORMATION THE AND STATEMENT OFFICIAL THIS PRELIMINARY prior or to registration would be unlawful solicitation or sale jurisdiction in any in which such offer, hereby, sale of the securities and there shall not be any offered buy, to to sell or the solicitation of an offer Official Statement constitute an offer of such jurisdiction.qualification under the securities laws * Preliminary; subject to change. MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND CUSIP† NUMBERS * $300,000,000 THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY TOLL HIGHWAY SENIOR REVENUE BONDS, 2017 SERIES A Maturity Principal Interest CUSIP† (January 1)* Amount* Rate Yield Price (452252) 2028 $ 5,500,000 2029 5,800,000 2030 6,000,000 2031 6,400,000 2032 6,700,000 2033 7,000,000 2034 7,300,000 2035 7,600,000 2036 8,300,000 2037 8,700,000 2038 9,500,000 2039 16,200,000 $205,000,000* ____% Term Bonds due January 1, 2042, Yield ____%; Price _______; CUSIP† 452252___ * Preliminary; subject to change. † Copyright 2017, 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 S&P Global Market Intelligence. The CUSIP numbers listed above are being provided solely for the convenience of the holders of the 2017A Bonds at the time of issuance of the 2017A 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 2017A Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the 2017A 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 David Gonzalez Corey Brooks Craig Johnson Earl Dotson, Jr. Neli Vazquez Rowland Joseph Gomez 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 Kevin Artl Executive Director Chief Operating Officer Michael J. Colsch Paul Kovacs Elizabeth Oplawski Chief Financial Officer Chief Engineer Assistant Attorney General and Acting General Counsel FINANCIAL ADVISOR Hilltop Securities Inc. CONSULTING AND TRAFFIC ENGINEERS AECOM Technical Services, Inc. CDM Smith Inc. Consulting Engineers Traffic Engineers 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 2017A 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.