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Bay Area Toll Authority PRELIMINARY OFFICIAL STATEMENT DATED JULY 21, 2017 NEW ISSUE—BOOK-ENTRY ONLY RATINGS: See “RATINGS” In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Authority, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the 2017 Series Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the 2017 Series Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Bond Counsel expresses no opinion regarding any other federal or state tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the 2017 Series Bonds. See “TAX MATTERS.” $550,000,000* BAY AREA TOLL AUTHORITY SAN FRANCISCO BAY AREA TOLL BRIDGE REVENUE BONDS (Senior Bonds) $200,000,000* $175,000,000* $175,000,000* $________* 2017 Series E 2017 Series G 2017 Series H 2017 Series I (Term Rate) (Term Rate) (Term Rate) (Index Rate) $550,000,000* BAY AREA TOLL AUTHORITY SAN FRANCISCO BAY AREA SUBORDINATE TOLL BRIDGE REVENUE BONDS 2017 Series S-7 (Fixed Rate Subordinate Bonds) Dated: Date of Delivery Due: As shown in SUMMARY OF OFFERING This cover page contains general information only. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision. The Bay Area Toll Authority (the “Authority”) will issue its San Francisco Bay Area Toll Bridge Revenue Bonds, 2017 Series E, 2017 Series G, 2017 Series H and 2017 Series I ( collectively, the “2017 Series Senior Bonds”) pursuant to the Master Indenture, dated as of May 1, 2001, as supplemented and amended, including as supplemented by a Twenty-Sixth Supplemental Indenture dated as of August 1, 2017 (collectively, the “Senior Indenture”), between the Authority and MUFG Union Bank, N.A., as trustee. The 2017 Series Senior Bonds will be dated their date of delivery. The aggregate principal amount, interest rate determination method, Term Rate or Index Rate, interest payment dates, maturity date, authorized denominations and other information relating to each series of the 2017 Series Senior Bonds are summarized in the SUMMARY OF OFFERING following this cover page. The Authority will issue its San Francisco Bay Area Subordinate Toll Bridge Revenue Bonds, 2017 Series S-7 (the “2017 Series Subordinate Bonds” and, together with the 2017 Series Senior Bonds, the “2017 Series Bonds”) pursuant to the Subordinate Indenture, dated as of June 1, 2010, as supplemented, including as supplemented by a Fifth Supplemental Indenture dated as of August 1, 2017 (collectively, the “Subordinate Indenture”), between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee. The 2017 Series Subordinate Bonds will be dated their date of delivery and will mature on the dates, in the principal amounts and bear interest at the rates shown in the SUMMARY OF OFFERING following this cover page. Investors may purchase 2017 Series Bonds in book-entry form only. The Depository Trust Company will act as securities depository for the 2017 Series Bonds. The Authority administers the toll revenues from the seven state-owned toll bridges in the San Francisco Bay area. The Authority will use the proceeds from the sale of the 2017 Series Bonds to (i) refund all of the Authority’s outstanding San Francisco Bay Area Toll Bridge Revenue Bonds, 2014 Series B, and all or a portion of the Authority’s outstanding San Francisco Bay Area Subordinate Toll Bridge Revenue Bonds, 2010 Series S-2, and San Francisco Bay Area Subordinate Toll Bridge Revenue Bonds, 2013 Series S-4, (ii) make deposits to the Reserve Funds for the benefit of the 2017 Series Senior Bonds and the 2017 Series Subordinate Bonds, if necessary, and (iii) pay the costs of issuing the 2017 Series Subordinate Bonds. The 2017 Series Bonds are subject to optional redemption by the Authority prior to maturity as described in this Official Statement. The 2017 Series Bonds are also subject to mandatory sinking fund redemption by the Authority prior to maturity as described in this Official Statement. No letter of credit or other credit or liquidity facility will be in effect for the 2017 Series Senior Bonds during the Term Rate Period or Index Rate Period. The 2017 Series Senior Bonds are subject to mandatory tender and remarketing on and prior to the Purchase Date following the end of their respective Term Rate Periods or Index Rate Period as described herein. The Authority expects funds from such remarketing to be applied to pay the purchase price of the 2017 Series Senior Bonds upon mandatory tender. The Authority is not obligated to provide any other funds for the purchase of the 2017 Series Senior Bonds other than remarketing proceeds and can give no assurance that sufficient remarketing proceeds will be available to purchase the 2017 Series Senior Bonds upon mandatory tender. If there are insufficient funds to purchase any Series of 2017 Series Senior Bonds at the end of any Term Rate Period or Index Rate Period, the owners will retain such 2017 Series Senior Bonds which will then bear interest at the Stepped Rate. See “SUMMARY OF OFFERING” and “2017 SERIES SENIOR BONDS IN TERM RATE OR INDEX RATE MODE — Insufficient Funds; Stepped Rate.” The Authority is not obligated to pay the 2017 Series Bonds except from Revenue as defined and provided in the Senior Indenture and the Subordinate Indenture. The 2017 Series Bonds are special obligations of the Authority and do not constitute an obligation of the State of California (the “State”), the Metropolitan Transportation Commission or of any other political subdivision of the State other than the Authority, or a pledge of the full faith and credit of the State or of any other political subdivision of the State or of any other entity, including the Authority. The 2017 Series Bonds are offered when, as and if issued by the Authority and received by the Underwriters, subject to the approval of validity by Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Authority, and other conditions. Certain legal matters will be passed upon for the Authority by its general counsel, and for the Underwriters by their counsel, Nixon Peabody LLP. The Authority expects that the 2017 Series Bonds will be available for delivery through DTC on or about August 23, 2017. BofA Merrill Lynch Citigroup Goldman Sachs & Co. LLC J.P. Morgan Dated: August __, 2017 This Preliminary Official Statement and the information contained herein are subject to completion, amendment or other change without any notice. These securities may not be sold nor may offers to buy be accepted prior to the time to offers not be sold nor may These securities may This Preliminary notice. contained herein are subject to completion, amendment or other change without any Official Statement and the information any sale of these securities any buy, nor shall there be in jurisdiction in which offer to Under no circumstances shall this Preliminaryoffer to sell or a solicitation of an Official Statement constitute an form. in final Official Statement is delivered be unlawful. solicitation or sale would such offer, * Preliminary, subject to change. SUMMARY OF OFFERING $550,000,000* BAY AREA TOLL AUTHORITY SAN FRANCISCO BAY AREA TOLL BRIDGE REVENUE BONDS (Senior Bonds) $200,000,000* $175,000,000* $175,000,000* $_________* 2017 Series E Bonds 2017 Series G Bonds 2017 Series H Bonds 2017 Series I Bonds Maturity Date: April 1, 20__ April 1, 20__ April 1, 20__ April 1, 20__ Price: ___% ___% ___% 100% Authorized Denominations: $5,000 or any integral multiple $5,000 or any integral multiple $5,000 or any integral multiple $5,000 or any integral multiple thereof thereof thereof thereof Interest Rate Determination Term Rate Term Rate Term Rate Index Rate Method**: Term Rate: ___% ___% ___% 70% of 3-month LIBOR plus 0.__% Interest Payment Dates: April 1 and October 1 of each year April 1 and October 1 of each year April 1 and October 1 of each year First Business Day of each during the Term Rate Period during the Term Rate Period during the Term Rate Period January, April, July and October commencing October 1, 2017 commencing October 1, 2017 commencing October 1, 2017 during the Index Rate Period commencing October 2, 2017 Record Date for Interest Payments: Fifteenth day of the month Fifteenth day of the month Fifteenth day of the month Business Day next preceding an preceding an Interest Payment Date preceding an Interest Payment Date preceding an Interest Payment Date Interest Payment Date Purchase Date Following End of April 1, 20__ April 1, 20__ April 1, 20__ April 1, 20__ Term or Index Rate Period***: First Optional Redemption: October 1, 20__ at par October 1, 20__ at par October 1, 20__ at par October 1, 20__ at par Remarketing Agent: To be appointed by the Authority To be appointed by the Authority To be appointed by the Authority To be appointed by the Authority prior to the Purchase Date prior to the Purchase Date prior to the Purchase Date prior to the Purchase Date CUSIP No.§: 072024___ 072024___ 072024___ 072024___ * Preliminary, subject to change. ** Upon satisfaction of certain conditions set forth in the Indenture, the 2017 Series Senior Bonds may bear interest calculated pursuant to a different Interest Rate Determination Method.
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