NIAGARA FALLS BRIDGE COMMISSION Toll Bridge System Revenue Bonds, Series 2018 (Taxable)
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$70,990,000* NIAGARA FALLS BRIDGE COMMISSION Toll Bridge System Revenue Bonds, Series 2018 (Taxable) SUPPLEMENT DATED JUNE 5, 2018 TO PRELIMINARY OFFICIAL STATEMENT DATED MAY 30, 2018 The information provided below supplements the Preliminary Official Statement referred to above (the “Preliminary Official Statement”) offering the Niagara Falls Bridge Commission’s Toll Bridge System Revenue Bonds, Series 2018 (Taxable) (the “Offered Bonds”). The Preliminary Official Statement is hereby supplemented, revised and amended as follows: 1. The information contained under the heading “INTRODUCTION – Reserve Account” is hereby deleted and replaced as follows: Reserve Account At the issuance of the Series 2018 Bonds, amounts will be on deposit in the Reserve Account in an amount equal to the Reserve Account Requirement (which may include a surety bond). The moneys on credit to the Reserve Account will be used and applied solely for the purpose of paying the principal of and interest and premium, if any, on all Series of Bonds Outstanding under the Resolution and any Parity Indebtedness including the Series 2018 Bonds, whether at maturity or upon mandatory or extraordinary redemption or purchase thereof from moneys credited to the Bond Retirement Account, and will be so used and applied whenever there are insufficient moneys on credit to the Interest Account, Principal Account and Bond Retirement Account for such purposes. See “SECURITY FOR THE SERIES 2018 BONDS— Reserve Account” herein. 2. The information contained under the heading “SECURITY FOR THE SERIES 2018 BONDS — Reserve Fund” is hereby supplemented by deleting the first paragraph thereunder and replacing same as follows: Reserve Account At the issuance of the Series 2018 Bonds, amounts will be on deposit in the Reserve Account in an amount equal to the Reserve Account Requirement (which may include a surety bond). The moneys on credit to the Reserve Account will be used and applied solely for the purpose of paying the principal of and interest and premium, if any, on all Series of Bonds Outstanding under the Resolution and any Parity Indebtedness including the Series 2018 Bonds, whether at maturity or upon mandatory or extraordinary redemption or purchase thereof from moneys credited to the Bond Retirement Account, and will be so used and applied whenever there are insufficient moneys on credit to the Interest Account, Principal Account and Bond Retirement Account for such purposes. NIAGARA FALLS BRIDGE COMMISSION * Preliminary, subject to change. PRELIMINARY OFFICIAL STATEMENT DATED MAY 30, 2018 NEW ISSUE – Book-Entry Only Rating: S&P “A+” $70,990,000* NIAGARA FALLS BRIDGE COMMISSION Toll Bridge System Revenue Bonds, Series 2018 (Taxable) Dated: Date of Delivery Due: October 1, as shown on inside cover In the opinion of Bond Counsel to the Niagara Falls Bridge Commission, interest on the Series 2018 Bonds is not excludable from gross income for United States federal income tax purposes and is includable in taxable income for purpose of New York State, New York City and the City of Yonkers personal income taxes. Other than the foregoing, Bond Counsel expresses no opinion as to the consequences of the ownership of, accrual or receipt of interest on, and the disposition of, the Series 2018 Bonds under the laws of the United States, the Federal Government of Canada, the State of New York, the Province of Ontario, or any political subdivision of any of the foregoing. See “TAX MATTERS” herein. The Series 2018 Bonds are being issued by the Niagara Falls Bridge Commission (the “Commission”), an instrumentality created pursuant to Chapter 490 of the Seventy-Fifth Congress, Third Session, as amended (the “Act”), and charged with the authority to construct, acquire and operate bridges traversing the Niagara River. Pursuant to the Act, the Commission owns and operates three bridge spans across the Niagara River—the Rainbow Bridge, the Whirlpool Rapids Bridge and the Lewiston-Queenston Bridge—and the approaches and appurtenant toll collection, customs, immigration and concession facilities related thereto (collectively, the “Toll Bridge System”). The Series 2018 Bonds are being issued to (i) finance the majority of the costs of the Project as described under the caption “THE CAPITAL PROGRAM” herein, (ii) finance a deposit to meet the reserve account requirement as described in Reserve Account section (which may include a surety bond), and (iii) pay certain costs of issuance relating to the Series 2018 Bonds. See “PLAN OF FINANCING” herein. The Series 2018 Bonds are payable solely from and secured by (i) the proceeds of the Series 2018 Bonds, (ii) subject to the parity lien of the Commission’s outstanding Series 1993A Bonds and Series 2014A Bonds (defined herein) and any additional bonds that may be issued, the Net Revenues (defined herein) of the Toll Bridge System, and (iii) certain funds and accounts established by an Amended and Restated Toll Bridge System Bond Resolution adopted by the Commission on February 25, 2010, and a supplemental resolution of the Commission adopted by the Commission on May 14, 2018 (collectively, the “Resolutions”), as further described herein. See “SECURITY FOR THE SERIES 2018 BONDS” herein. Interest on the Series 2018 Bonds will be fixed at the rates set forth on the inside front cover of this Official Statement. Interest on the Series 2018 Bonds is payable on October 1, 2018, and semiannually thereafter on each April 1 and October 1 as more fully described herein. The Series 2018 Bonds are issuable in the denominations of $5,000 or any integral multiple thereof. The Series 2018 Bonds will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) under the book-entry-only system maintained by DTC. So long as Cede & Co. is the registered owner of the Series 2018 Bonds, principal and premium, if any, and interest on the Series 2018 Bonds will be payable by Manufacturers and Traders Trust Company (the “Trustee”) to DTC, which will in turn remit such payments to its participants for subsequent disbursement to beneficial owners of the Series 2018 Bonds, as more fully described herein. The Series 2018 Bonds are subject to optional and mandatory sinking fund redemption prior to maturity. The Series 2018 Bonds are subject to extraordinary redemption, on the dates and in the amounts described herein. See “DESCRIPTION OF THE SERIES 2018 BONDS” herein. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE UNITED STATES OF AMERICA, THE FEDERAL GOVERNMENT OF CANADA, THE STATE OF NEW YORK, THE PROVINCE OF ONTARIO OR ANY POLITICAL SUBDIVISION OF ANY OF THE FOREGOING ARE PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2018 BONDS, AND NO HOLDER OF THE SERIES 2018 BONDS SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE TAXING POWER OF THE UNITED STATES OF AMERICA, THE FEDERAL GOVERNMENT OF CANADA, THE STATE OF NEW YORK, THE PROVINCE OF ONTARIO OR ANY POLITICAL SUBDIVISION OF ANY OF THE FOREGOING IN CONNECTION WITH ANY DEFAULT WITH RESPECT TO THE SERIES 2018 BONDS. THE SERIES 2018 BONDS ARE NOT A DEBT OF THE UNITED STATES OF AMERICA, THE FEDERAL GOVERNMENT OF CANADA, THE STATE OF NEW YORK, THE PROVINCE OF ONTARIO OR ANY POLITICAL SUBDIVISION OF ANY OF THE FOREGOING. NEITHER THE UNITED STATES OF AMERICA, THE FEDERAL GOVERNMENT OF CANADA, THE STATE OF NEW YORK, THE PROVINCE OF ONTARIO NOR ANY POLITICAL SUBDIVISION OF ANY OF THE FOREGOING IS LIABLE FOR THE PAYMENT OF THE SERIES 2018 BONDS, NOR ARE THE SERIES 2018 BONDS PAYABLE OUT OF ANY FUNDS OTHER THAN THOSE OF THE COMMISSION PLEDGED FOR THE PAYMENT OF THE SERIES 2018 BONDS UNDER THE RESOLUTIONS. PROSPECTIVE INVESTORS SHOULD READ THIS OFFICIAL STATEMENT AND THE ACCOMPANYING APPENDICES IN THEIR ENTIRETY BEFORE MAKING AN INVESTMENT DECISION. The Series 2018 Bonds are offered for delivery when, as and if issued by the Commission and received by the Underwriter, subject to prior sale, withdrawal or modification of the offer without notice, and subject to delivery of the approving opinion of Katten Muchin Rosenman LLP, New York, New York, Bond Counsel. Certain legal matters will be passed upon for the Commission by Sullivan Mahoney LLP, Canadian Counsel, and Hodgson Russ LLP, United States Counsel. Certain legal matters will be passed upon for the Underwriter by Nixon Peabody LLP, New York, New York. Certain legal matters will be passed upon for the Trustee by Bond, Schoeneck & King, PLLC, Syracuse, New York. Roosevelt & Cross Incorporated is acting as municipal advisor to the Commission in connection with the offering of the Series 2018 Bonds. It is expected that the Series 2018 Bonds in book-entry form will be available for delivery through the facilities of DTC in New York, New York on or about June 27, 2018. Citigroup June ___, 2018 This Preliminary Official Statement and the information contained herein are subject to completion or amendment without notice. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of solicitation or the sell to Preliminary this shall circumstances no Under offer an constitute Statement Official This Preliminary notice. without amendment or completion to are subject herein contained the information and Statement Official such jurisdiction. prior of any or qualification under the securities to registration be unlawful laws solicitation or sale would these securities jurisdiction in any in which such offer, sale of, nor shall there be any to buy, an offer * Preliminary, subject to change. $70,990,000∗ Niagara Falls Bridge Commission Toll Bridge System Revenue Bonds, Series 2018 (Taxable) $14,060,000* Serial Bonds Maturity Principal Interest (October 1)* Amount* Rate Yield CUSIP No.(1) 2020 $ 1,365,000 2021 1,405,000 2022 1,450,000 2023 1,500,000 2024 1,550,000 2025 1,605,000 2026 1,665,000 2027 1,725,000 2028 1,795,000 $10,105,000* __% Term Bonds due October 1, 2033*, Yield ___% CUSIP No.(1) _____ $12,405,000* __% Term Bonds due October 1, 2038*, Yield ___% CUSIP No.(1) _____ $34,420,000* __% Term Bonds due October 1, 2048*, Yield ___% CUSIP No.(1) _____ ∗ Preliminary, subject to change.