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Puerto Rico Infrastructure Financing Authority

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Puerto Rico Infrastructure Financing Authority NEW ISSUE RATINGS:+ Book-Entry Only Moody’s: Baa1 S&P: BBB In the opinion of Bond Counsel, under existing law and assuming continuing compliance with certain covenants and the accuracy of certain representations, (i) interest on the Series 2011B 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 and corporations; however, such interest will be taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax imposed on certain corporations; (ii) interest on the Series 2011C Bonds is excluded from gross income for federal income tax purposes except interest on a Series 2011C (AMT) Bond for any period during which that Series 2011C Bond is held by a “substantial user” of the facilities refinanced by such Series 2011C Bond or by a “related person” within the meaning of Section 147(a) of the U.S. Internal Revenue Code of 1986, as amended; however, such interest is a specific preference item for purposes of the federal individual and corporate alternative minimum taxes; and (iii) interest on the Series 2011A Bonds is not excluded from gross income for federal income tax purposes. Bond Counsel is further of the opinion that the Bonds and interest thereon are exempt from state, Commonwealth of Puerto Rico, and local income taxation. For a more complete discussion of the tax aspects, including the tax aspects of the Series 2011A Bonds as they relate to holders of the Bonds that are Puerto Rico individuals and/or Puerto Rico corporations, see “Tax Matters,” herein. $669,215,000 Puerto RIcO INfrastructure FinancING Authority Revenue Bonds (Ports Authority Project), Series 2011 consisting of $340,000,000 Series 2011A (federally Taxable) $192,830,000 Series 2011B (Non-AMT) $136,385,000 Series 2011c (AMT) Dated: Date of Delivery Due: As shown on the inside cover The Series 2011 Bonds (the “Bonds”) are limited obligations of the Puerto Rico Infrastructure Financing Authority (the “Financing Authority”) and are being issued pursuant to a certain Loan and Trust Agreement, dated December 1, 2011 (the “Loan and Trust Agreement”), by and among the Financing Authority, the Puerto Rico Ports Authority (the “Ports Authority”), and The Bank of New York Mellon, as trustee thereunder (the “Trustee”). The proceeds of the Bonds will be loaned to the Ports Authority, to finance and refinance certain indebtedness of the Ports Authority; a swap termination fee; certain operational and capital costs; and the costs of issuance of the Bonds. See “PLAN OF FINANCING.” The Bonds are payable solely from and secured by revenues received by the Financing Authority under the Loan and Trust Agreement. The obligations of the Ports Authority under the Loan and Trust Agreement constitute a general, unsecured obligation of the Ports Authority, which ranks on parity with all other general, unsecured, and unsubordinated obligations thereof. The Series 2011A Bonds and the Series 2011B Bonds will be issued as fixed rate bonds. The Series 2011C Bonds initially will bear interest at the Term Rate, which will be a fixed rate established separately for each Term Rate Period by Wells Fargo Securities, LLC, acting as initial Remarketing Agent. The initial Term Rate for the Series 2011C Bonds shall be in effect from the date of issuance of the Series 2011C Bonds to the end of the initial Term Rate Periods as described on the inside cover hereof (the “Initial Term Rate Periods”). The interest rates on the Series 2011C Bonds for the Initial Term Rate Periods are as set forth on the inside cover hereof. The Bonds also are secured by two irrevocable, transferable direct pay letters of credit (collectively, the “GDB Letter of Credit”) issued by GOvernment DEvElopment Bank for Puerto RIcO a public corporation and governmental instrumentality of the Commonwealth of Puerto Rico (“Government Development Bank”). The letter of credit securing the Series 2011A Bonds and the Series 2011B Bonds will expire on the earlier of December 15, 2026 or the date when the Series 2011A Bonds and the Series 2011B Bonds are no longer outstanding under the Loan and Trust Agreement. The letter of credit securing the Series 2011C Bonds will expire on the earlier of December 16, 2013 or the date when the Series 2011C Bonds are no longer outstanding under the Loan and Trust Agreement. The GDB Letter of Credit is not subject to early termination upon a default by the Ports Authority under the Letter of Credit Disbursement and Reimbursement Agreement (the “Reimbursement Agreement”) between the Ports Authority and Government Development Bank. Interest on the Bonds will be payable on June 15 and December 15, commencing June 15, 2012. Interest on the Bonds will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The Bonds are issuable as fully registered bonds and when issued, will be registered in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company (“DTC”), New York, New York. Individual purchases and sales of the Bonds may be made in book-entry form only, in denominations of $5,000 and integral multiples thereof. Purchasers will not receive certificates from the Financing Authority or the Trustee representing their interest in the Bonds purchased. So long as the Bonds are held by DTC, the principal of and interest on the Bonds will be payable by wire transfer to DTC, which in turn is required to remit such principal and interest to the DTC Participants for subsequent disbursement to the Beneficial Owners of the Bonds, as more fully described herein. The Bonds are subject to extraordinary optional redemption prior to maturity, the Series 2011B Bonds are subject to optional redemption prior to maturity, and the Series 2011C Bonds are subject to mandatory sinking fund redemption and mandatory tender for purchase, all as more fully described herein. ThE BONDS ARE BEING OFFERED SOlELY ON ThE BASIS Of ThE fINANcIAl STRENGTh Of GOvERNMENT DEvElOPMENT BANk AND NOT ON ThE fINANcIAl STRENGTh Of ThE PORTS AUThORITy OR OThER SEcURITy. ThE BONDS ARE NOT DIREcTLY SEcURED By ANy cOLLATERAl OThER ThAN ThE GDB lETTER Of cREDIT. See “Risk Factors.” The Bonds are not (i) a general obligation of the financing Authority, (ii) a pledge of the faith and credit of the financing Authority, or (iii) a debt or pledge of the good faith and credit of the commonwealth of Puerto Rico. The obligations of the Ports Authority under the loan and Trust Agreement constitute a general, unsecured obligation of the Ports Authority. The GDB letter of credit is a general, unsecured obligation of Government Development Bank. The principal of and interest on the Bonds are payable solely from, and secured by, an assignment and pledge of the Revenues to be received under the loan and Trust Agreement, including funds payable under the GDB letter of credit. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property or any of the income or receipts of the financing Authority, the Ports Authority or Government Development Bank. None of the financing Authority, the Ports Authority or Government Development Bank has any taxing power. The Bonds are offered when, as and if issued by the Financing Authority and received by the Underwriters, subject to the approval of legality by Greenberg Traurig, LLP, Boston, Massachusetts, Bond Counsel. Certain legal matters will be passed upon on behalf of the Financing Authority, the Ports Authority, and Government Development Bank by Greenberg Traurig, LLP, Boston, Massachusetts, Special Counsel, and for Government Development Bank by its General Counsel. Certain legal matters will be passed upon for the Underwriters by their counsel, Ferraiuoli LLC. It is expected that the Bonds will be available for delivery through the facilities of DTC on or about December 28, 2011. Wells fargo Securities Ramirez& co., Inc. RBc capital Markets Barclays Capital BMO Capital Markets BofA Merrill Lynch Citigroup Goldman, Sachs & Co. Jefferies J.P. Morgan Morgan Stanley Raymond James UBS FS Puerto Rico BBVAPR MSD FirstBank Puerto Rico Securities Oriental Financial Services Popular Securities Santander Securities Scotia MSD VAB FINANCIAL December 16, 2011 $669,215,000 Revenue Bonds (Ports Authority Project) Series 2011 $340,000,000 Series 2011A (Federally Taxable) Maturity June 15 Amount Interest Rate Price CUSIP‡ 2013 $340,000,000 2.990% 100% 74528UAA9 $192,830,000 Series 2011B (Non-AMT) Maturity December 15 Amount Interest Rate Yield CUSIP‡ 2014 $550,000 4.000% 2.380% 74528UAB7 2015 1,650,000 5.000% 2.760% 74528UAC5 2016 2,055,000 3.000% 2.950% 74528UAD3 2017 1,125,000 5.000% 3.170% 74528UAE1 2018 1,100,000 4.000% 3.440% 74528UAF8 2021 4,290,000 4.000% 4.060% 74528UAG6 2022 640,000 4.250% 4.330% 74528UAH4 2022 25,000,000 5.000% 4.330%* 74528UAN1 2023 690,000 4.500% 4.490%* 74528UAJ0 2024 6,100,000 4.625% 4.700% 74528UAK7 2025 3,175,000 5.000% 4.860%* 74528UAL5 2026 86,455,000 5.250% 4.980%* 74528UAM3 2026 60,000,000 6.000% 4.770%* 74528UAP6 $136,385,000 Series 2011C (AMT) Maturity Initial Term End of Initial December 15 Amount Rate Price Term Rate Period CUSIP‡ 2026 $96,785,000 2.750% 100% June 14, 2013 74528UAQ4 2026 39,600,000 3.000% 100% December 14, 2013 74528UAR2 ‡ Copyright, American Bankers Association. CUSIP data herein is provided by Standard and Poor’s, CUSIP Service Bureau, a division of the McGraw-Hill Companies, Inc. This data is not intended to create a database and does nor serve in any way as a substitute of the CUSIP Services.
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