Series 223Rd-226Th Official Statement
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SUPPLEMENT DATED FEBRUARY 3, 2021 TO THE OFFICIAL STATEMENT DATED JANUARY 21, 2021 Relating to $486,580,000 THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY CONSOLIDATED BONDS, TWO HUNDRED TWENTY-THIRD SERIES* $420,020,000 THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY CONSOLIDATED BONDS, TWO HUNDRED TWENTY-FOURTH SERIES $400,000,000 THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY CONSOLIDATED BONDS, TWO HUNDRED TWENTY-FIFTH SERIES** $205,350,000 THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY CONSOLIDATED BONDS, TWO HUNDRED TWENTY-SIXTH SERIES* This Supplement, dated February 3, 2021 (this “Supplement”), supplements the Official Statement, dated January 21, 2021 (the “Official Statement”), relating to the above-captioned bonds, as described below. This Supplement must be read together with the Official Statement. Capitalized terms used but not defined herein have the meanings given to such terms in the Official Statement. The paragraph below will replace, in its entirety, the first paragraph under the heading “Impacts from the COVID-19 Pandemic – Operational Update – Rents & Property Use Charges” in the Official Statement: Some tenants who pay rent to lease Port Authority office space or locate and operate businesses at Port Authority facilities have also been affected by the reduced activity levels or have otherwise been impacted by economic conditions; such tenants may be unable to meet certain obligations to the Port Authority and some have requested rent relief or other concessions, including Advance Magazine Publishers, Inc. (d/b/a Condé Nast) (“Advance”), the anchor tenant at 1 WTC. Advance has requested that it reduce the square footage and rent per square foot for the remaining space under its lease and has, without legal justification, unilaterally withheld approximately $2.4 million of the rent payment due and owing for January 2021; it may continue to do so at that level or a higher level unless a resolution is reached. The Port Authority believes it has strong contractual rights to enforce full payment by Advance which it intends to assert. * AMT. ** Subject to federal taxation. [Page Intentionally Left Blank] OFFICIAL STATEMENT DATED JANUARY 21, 2021 $486,580,000 THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY CONSOLIDATED BONDS, TWO HUNDRED TWENTY-THIRD SERIES* $420,020,000 THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY CONSOLIDATED BONDS, TWO HUNDRED TWENTY-FOURTH SERIES $400,000,000 THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY CONSOLIDATED BONDS, TWO HUNDRED TWENTY-FIFTH SERIES** $205,350,000 THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY CONSOLIDATED BONDS, TWO HUNDRED TWENTY-SIXTH SERIES* Except to the extent otherwise set forth in this Official Statement, this Official Statement applies to Consolidated Bonds, Two Hundred Twenty-Third Series, Consolidated Bonds, Two Hundred Twenty-Fourth Series, Consolidated Bonds, Two Hundred Twenty-Fifth Series and Consolidated Bonds, Two Hundred Twenty-Sixth Series with equal force and effect, each of such series being referred to in this Official Statement without differentiation as the “Bonds.” The Bonds are direct and general obligations of The Port Authority of New York and New Jersey pledging the full faith and credit of the Port Authority for the payment of principal thereof and interest thereon. The Bonds are secured equally and ratably with all other Consolidated Bonds (which includes Consolidated Notes) heretofore or hereafter issued by a pledge of (a) the net revenues of all existing facilities of the Port Authority and any additional facilities which may hereafter be financed or refinanced in whole or in part through the medium of Consolidated Bonds, (b) the General Reserve Fund of the Port Authority equally with other obligations of the Port Authority secured by the General Reserve Fund and (c) the Consolidated Bond Reserve Fund established in connection with Consolidated Bonds. The Port Authority has no power to levy taxes or assessments. The Port Authority’s bonds, notes and other obligations are not obligations of the States of New York and New Jersey or of either of them, and are not guaranteed by said States or by either of them. Ratings: Each rating below reflects only the view of the ratings service issuing such rating and is not a recommendation by such ratings service to purchase, sell or hold any maturity of the Bonds or as to market price or suitability of any maturity of the Bonds for a particular investor. An explanation of the significance of a rating may be obtained from the ratings service issuing such rating. There is no assurance that any rating on the Bonds will continue for any period of time or that it will not be revised or withdrawn. A revision or withdrawal of a rating on the Bonds may have an effect on the market price of the Bonds. Moody’s Investors Service: Aa3 S&P: A+ Fitch Ratings: A+ Delivery: The Consolidated Bonds, Two Hundred Twenty-Third Series (the “Two Hundred Twenty-Third Series Bonds”), Consolidated Bonds, Two Hundred Twenty-Fourth Series (the “Two Hundred Twenty-Fourth Series Bonds”) and Consolidated Bonds, Two Hundred Twenty-Fifth Series (the “Two Hundred Twenty-Fifth Series Bonds”) shall be delivered upon original issuance on or about February 5, 2021, on a full book-entry basis. The Consolidated Bonds, Two Hundred Twenty-Sixth Series (the “Two Hundred Twenty-Sixth Series Bonds”) shall be delivered upon original issuance on or about July 20, 2021, on a full book-entry basis. (See “Denominations, Registration and Exchange” and “Delivery” in Section I hereof.) For a discussion regarding the delayed delivery of the Two Hundred Twenty-Sixth Series Bonds, certain conditions to the obligation of the Underwriters thereof to purchase the Two Hundred Twenty-Sixth Series Bonds and certain risks to purchasers of beneficial interests in the Two Hundred Twenty-Sixth Series Bonds resulting from the delayed delivery thereof, see “Delayed Delivery of the Two Hundred Twenty-Sixth Series Bonds” in Section I hereof. Legal Opinion: In connection with the delivery upon original issuance of the Two Hundred Twenty-Third Series Bonds, Two Hundred Twenty-Fourth Series Bonds, Two Hundred Twenty-Fifth Series Bonds and Two Hundred Twenty-Sixth Series Bonds by the Port Authority to the Underwriters (as defined at Underwriters“ ” in Section I hereof), Bond Counsel (see “Bond Counsel” in Section I hereof) shall render a legal opinion on such applicable date of delivery, 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, (i) to the effect that interest on the Two Hundred Twenty-Third Series Bonds, Two Hundred Twenty-Fourth Series Bonds and Two Hundred Twenty-Sixth Series Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the “Code”) and (ii) to the effect that interest on the Two Hundred Twenty-Fifth Series Bonds is not excluded from gross income for federal income tax purposes under Section 103 of the Code. Bond Counsel is of the opinion that interest on the Two Hundred Twenty-Third Series Bonds and Two Hundred Twenty-Sixth Series Bonds is a specific preference item for purposes of the federal alternative minimum tax. In the further opinion of Bond Counsel, interest on the Two Hundred Twenty-Fourth Series Bonds is not a specific preference item for purposes of the federal alternative minimum tax. Bond Counsel is of the opinion that the Bonds and interest thereon are exempt from any and all taxation (except estate, inheritance and gift taxes) imposed directly thereon by the States of New York and New Jersey or by any political subdivision thereof. Bond Counsel’s opinion regarding the Two Hundred Twenty-Sixth Series Bonds is subject to confirmation of certain then-current factual and legal matters and delivery of certain documents in connection with and at the time of issuance of such Two Hundred Twenty-Sixth Series Bonds. Complete copies of the proposed forms of opinion of Bond Counsel, setting forth their scope and conditions, is set forth at “Forms of Legal Opinion of Bond Counsel” in Section VI hereof. Orrick, Herrington & Sutcliffe LLP shall serve as Bond Counsel and Disclosure Counsel for the Port Authority in connection with the issuance of the Bonds. General Counsel of the Port Authority will pass upon certain legal matters pertaining to the Bonds for the Port Authority. Nixon Peabody LLP shall pass upon certain legal matters pertaining to the Bonds for the Underwriters. This cover page contains certain information for quick reference only; it is not a summary of the terms of the Bonds. This Official Statement must be read in its entirety to obtain information essential to the making of an informed decision with respect to the Bonds. The information and expressions of opinion in this Official Statement are subject to change without notice, and future use of this Official Statement shall not otherwise create any implication that there has been no change in the matters referred to in this Official Statement since the date hereof. The Port Authority has not taken any action in connection with this Official Statement or the Bonds that would permit a public offering of the Bonds or the distribution of any information in connection with the Bonds and the Port Authority and its finances in any jurisdiction where action for that purpose is required. This Official Statement does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Bonds, in any jurisdiction, to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. BofA Securities Citigroup Goldman Sachs & Co. LLC Ramirez & Co., Inc.