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Series 2019B Official Statement

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Series 2019B Official Statement 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, Chicago, Illinois, under present law, interest on the 2019B 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. Interest on the 2019B Bonds is not exempt from present State of Illinois income taxes. See “TAX MATTERS” herein for a more complete discussion. $225,245,000 THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY Toll Highway Senior Revenue Bonds, 2019 Series B (Refunding) 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, 2019 Series B (Refunding) (the “2019B Bonds”). The 2019B 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-Eighth Supplemental Indenture dated as of November 1, 2019 by and between the Authority and the Trustee (the “Twenty-Eighth Supplemental Indenture” and collectively with the Amended and Restated Indenture, the “Indenture”). The 2019B 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 2019B Bonds. Purchasers of the 2019B Bonds will not receive certificates representing their interests in the 2019B Bonds purchased. Principal of and interest on the 2019B 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 2019B Bonds. As long as Cede & Co. is the registered owner as nominee of DTC, payments on the 2019B 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 2019B 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, 2020. As described herein, the 2019B Bonds are subject to optional redemption prior to maturity. See “DESCRIPTION OF THE 2019B BONDS – REDEMPTION.” All Bonds issued under the Indenture, including the 2019B 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 2019B BONDS.” THE 2019B 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, PREMIUM, IF ANY, OR THE INTEREST THEREON, OTHER THAN AS MAY BE AUTHORIZED UNDER THE TOLL HIGHWAY ACT AND PLEDGED IN ACCORDANCE WITH THE INDENTURE. The 2019B 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 2019B Bonds will be passed upon for the Authority by Kathleen R. Pasulka-Brown, Esq., Assistant Attorney General and the Authority’s General Counsel, and by the Authority’s special counsel, Schiff Hardin LLP, Chicago, Illinois and for the Underwriters by their counsel, Foley & Lardner LLP, 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 2019B Bonds in definitive form will be available for delivery to DTC on or about November 14, 2019. Morgan Stanley BofA Securities Goldman Sachs & Co. LLC J.P. Morgan Academy Securities Blaylock Van, LLC. Oppenheimer & Co. Raymond James Dated: November 5, 2019 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND CUSIP† NUMBERS $225,245,000 The Illinois State Toll Highway Authority Toll Highway Senior Revenue Bonds, 2019 Series B (Refunding) Maturity Principal Interest CUSIP (January 1) Amount Rate Yield Price (452252)† 2025 $36,670,000 5.000% 1.450% 117.489 NR6 2026 35,625,000 5.000% 1.590% 119.841 NS4 2027 38,455,000 5.000% 1.690% 122.145 NT2 2028 23,295,000 5.000% 1.810% 124.015 NU9 2029 26,860,000 5.000% 1.910% 125.775 NV7 2030 30,385,000 5.000% 1.990% 127.490 NW5 2031 33,955,000 5.000% 2.070% C 126.650 C NX3 † Copyright 2019, 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 2019B Bonds at the time of issuance of the 2019B 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 2019B Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the 2019B Bonds. C Priced to first optional redemption date of January 1, 2030. THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY 2700 OGDEN AVENUE DOWNERS GROVE, ILLINOIS 60515-1703 (630) 241-6800 DIRECTORS JB Pritzker Governor of Illinois, ex officio director Omer Osman Secretary of the Illinois Department of Transportation, ex officio director Willard S. Evans, Jr. Chairman James Connolly Scott Paddock Stephen L. Davis Gary Perinar Alice Gallagher James Sweeney Karen McConnaughay Vacancy Kwame Raoul 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 Willard S. Evans, Jr. José Alvarez Derek Messier Chief Executive Officer Executive Director Chief Operating Officer Michael J. Colsch Paul Kovacs Kathleen R. Pasulka-Brown Chief Financial Officer Chief Engineering Officer Assistant Attorney General and General Counsel MUNICIPAL ADVISOR Hilltop Securities Inc. CONSULTING AND TRAFFIC ENGINEERS WSP USA 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 2019B Bonds and may not be reproduced or 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 or 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. This Official Statement should be considered in its entirety. No information or portion of information in this Official Statement should be considered more or less important than any other by reason of its position in this Official Statement. Where statutes, ordinances, reports or other documents are referred to in this Official Statement, reference should be made to such statutes, ordinances, reports or other documents for more complete information regarding the rights and obligations of parties to them, facts and opinions contained in them and their subject matters.
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