Sales Tax Bonds Series 2020B
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NEW ISSUE – BOOK-ENTRY ONLY Ratings: see “RATINGS” herein Mayer Brown LLP and Sanchez Daniels & Hoffman LLP, Co-Bond Counsel, are of the opinion that under existing law, interest on the Series 2020B Refunding Bonds is includible in gross income of the owners thereof for federal income tax purposes. Prospective purchasers of the Series 2020B Refunding Bonds should consult their own tax advisors as to the federal, state and local tax consequences of their acquisition, ownership or disposition of, or the accrual or receipt of interest on the Series 2020B Refunding Bonds. See “TAX MATTERS” herein. CHICAGO TRANSIT AUTHORITY $534,005,000 SALES TAX RECEIPTS REVENUE REFUNDING BONDS SERIES 2020B (TAXABLE) Dated: Date of Issuance Due: December 1, as shown on the inside front cover The Chicago Transit Authority (the “Authority”) is issuing $534,005,000 aggregate principal amount of Sales Tax Receipts Revenue Refunding Bonds, Series 2020B (Taxable) (the “Series 2020B Refunding Bonds”). The Series 2020B Refunding Bonds, are being issued pursuant to a Trust Indenture dated as of March 1, 2010 (the “2010 Indenture”) by and between the Authority and U.S. Bank National Association, Chicago, Illinois, as trustee (the “Trustee”), as supplemented and amended to the date hereof, and as further supplemented by a Fourth Supplemental Trust Indenture, dated as of September 1, 2020, by and between the Authority and the Trustee (the “Fourth Supplemental Indenture,” and the 2010 Indenture as so supplemented and amended, the “Indenture”). The Series 2020B Refunding 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”). Individual purchases of Series 2020B Refunding Bonds will be made in denominations of $1,000 and integral multiples thereof and will be in book‑entry form only. Purchasers of Series 2020B Refunding Bonds will not receive physical bonds representing their beneficial ownership in the Series 2020B Refunding Bonds but will receive a credit balance on the books of their respective DTC Participants or DTC Indirect Participants. The Series 2020B Refunding Bonds will not be transferable or exchangeable except for transfer to another nominee of DTC or as otherwise described herein. Interest and principal of the Series 2020B Refunding Bonds are payable to Cede & Co. Such interest and principal payments are to be disbursed to the beneficial owners of the Series 2020B Refunding Bonds through their respective DTC Participants or DTC Indirect Participants. Interest on the Series 2020B Refunding Bonds, is payable on June 1 and December 1 of each year, commencing on December 1, 2020. The Series 2020B Refunding Bonds are subject to optional redemption and mandatory sinking fund redemption. See “DESCRIPTION OF THE BONDS—Redemption.” The Series 2020B Refunding Bonds are limited obligations of the Authority payable solely from Sales Tax Receipts on a parity basis to the claim on such Sales Tax Receipts by First Lien Parity Obligations as described herein and on a senior lien basis to the claim on such Sales Tax Receipts by Second Lien Obligations as described herein. See “SECURITY FOR THE BONDS—Pledge of Security.” The proceeds from the sale of the Series 2020B Refunding Bonds will be used to (i) refund certain of the Authority’s outstanding Sales Tax Receipts Revenue Bonds (as defined herein), (ii) refund a portion of its Outstanding Second Lien CIP Notes (as defined herein), (iii) capitalize interest on the Series 2020B Refunding Bonds, and (iv) pay costs in connection with the issuance of the Series 2020B Refunding Bonds. See “PLAN OF FINANCE.” The Series 2020B Refunding Bonds are not, and shall not be or become, an indebtedness or obligation of the State of Illinois (the “State”), the Regional Transportation Authority or any political subdivision of the State (other than the Authority) or of any municipality within the State, nor shall any Series 2020B Refunding Bonds be or become an indebtedness of the Authority within the purview of any constitutional limitation or provision. The Series 2020B Refunding Bonds do not have a lien on and are not secured by any physical properties of the Authority. The Authority has no taxing power. The maturities, principal amounts, interest rates, prices and CUSIP® numbers of the Series 2020B Refunding Bonds are set forth on the inside front cover page of this Official Statement. The Series 2020B Refunding Bonds are offered when, as and if issued and received by the Underwriters, subject to the approval of validity thereof by Mayer Brown LLP, Chicago, Illinois, and Sanchez Daniels & Hoffman LLP, Chicago, Illinois, Co-Bond Counsel. Certain legal matters will be passed upon for the Underwriters by Chapman and Cutler LLP, Chicago, Illinois, Underwriters’ Counsel, and for the Authority by its General Counsel and by Thompson Coburn LLP, Chicago, Illinois, Disclosure Counsel. The Series 2020B Refunding Bonds are expected to be delivered through the facilities of DTC in New York, New York on or about September 3, 2020. Goldman Sachs & Co. LLC Loop Capital Markets American Veterans Group, PBC Fifth Third Securities, Inc. Huntington Capital Markets Janney Montgomery Scott Mesirow Financial, Inc. Stern Brothers Stifel Nicolaus & Company, Incorporated Valdes & Moreno, Inc. August 27, 2020 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES AND CUSIP® NUMBERS $534,005,000 CHICAGO TRANSIT AUTHORITY SALES TAX RECEIPTS REVENUE REFUNDING BONDS SERIES 2020B (TAXABLE) Dated: Date of Issuance and Delivery Maturity Interest (December 1) Amount Rate % Price CUSIP* 2022 $21,795,000 1.708 100.000 16772PCH7 2023 22,170,000 1.838 100.000 16772PCJ3 2024 22,590,000 2.064 100.000 16772PCK0 2025 23,060,000 2.214 100.000 16772PCL8 2026 23,565,000 2.481 100.000 16772PCM6 2027 24,160,000 2.731 100.000 16772PCN4 2028 24,825,000 2.952 100.000 16772PCP9 2029 25,560,000 3.052 100.000 16772PCQ7 2030 26,345,000 3.102 100.000 16772PCR5 2031 27,175,000 3.302 100.000 16772PCS3 2032 28,075,000 3.402 100.000 16772PCT1 2033 29,030,000 3.502 100.000 16772PCU8 2034 30,055,000 3.552 100.000 16772PCV6 2035 31,130,000 3.602 100.000 16772PCW4 $174,470,000 3.912% Term Bond due December 1, 2040 , Price 100.000, CUSIP* 16772PCX2 * Copyright 2020, American Bankers Association. CUSIP data herein is provided by CUSIP Global Services which is managed on behalf of the American Bankers Association by S&P Capital IQ, a part of McGraw-Hill Financial, Inc. The CUSIP numbers listed are being provided solely for the convenience of the bondholders only at the time of sale of the Series 2020B Refunding Bonds and the Authority does not make any representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specific maturity is subject to change after the sale of the bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series 2020B Refunding Bonds. CHICAGO TRANSIT AUTHORITY CHICAGO TRANSIT BOARD Terry Peterson, Chairman Arabel Alva Rosales, Vice-Chair Judge Gloria Chevere Kevin Irvine Reverend Dr. L. Bernard Jakes Reverend Johnny L. Miller Alejandro Silva OFFICERS Dorval R. Carter Jr., President Jeremy V. Fine, Chief Financial Officer and Treasurer Karen G. Seimetz, General Counsel Gregory Longhini, Assistant Secretary CO-BOND COUNSEL Mayer Brown LLP Sanchez Daniels & Hoffman LLP Chicago, Illinois DISCLOSURE COUNSEL Thompson Coburn LLP Chicago, Illinois FINANCIAL ADVISORS Sycamore Advisors, LLC Public Alternative Advisors, LLC Chicago, Illinois This Official Statement does not constitute an offer to sell the Series 2020B Refunding Bonds in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. No dealer, broker, salesman or other person has been authorized by the Authority or the Underwriters to give any information or to make any representation other than those contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized. Neither the delivery of this Official Statement nor the sale of any of the Series 2020B Refunding Bonds implies that the information herein is correct as of any time subsequent to the date hereof. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create the implication that there has been no change in the matters described herein since the date hereof. This Official Statement is not to be construed as a contract with the purchasers of the Series 2020B Refunding Bonds. All summaries of statutes and documents are made subject to the provisions of such statutes and documents, respectively, and do not purport to be complete statements of any or all of such provisions. The information set forth herein has been obtained from the Authority and other sources that are believed to be reliable, but it is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the Authority or the Underwriters. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their respective responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information.