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RITBA Series 2010A Offering Statement

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RITBA Series 2010A Offering Statement NEW ISSUE See “RATINGS” herein. In the opinion of Bond Counsel, under existing law and assuming compliance with the tax covenants described herein, and the accuracy of certain representations and certifications made by the Authority described herein, interest on the Series 2010 A Bonds is excluded from gross income for Federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”). Bond Counsel is also of the opinion that such interest is not treated as a preference item in calculating the alternative minimum tax imposed under the Code with respect to individuals and corporations. Bond Counsel is further of the opinion that the Series 2010 A Bonds, their transfer and the income therefrom, including any profit made on the sale thereof, are exempt from taxation by and within the State of Rhode Island (the “State”); although the Series 2010 A Bonds, their transfer and the income therefrom, including any profit made on the sale thereof, may be included in the measure of State estate taxes and certain State corporate and business taxes. (See “TAX STATUS” and APPENDIX E herein). $50,000,000 Rhode Island Turnpike and Bridge Authority Revenue Bonds Series 2010 A Dated: Date of Delivery Due: December 1 as set forth on the inside cover hereof The Rhode Island Turnpike and Bridge Authority Revenue Bonds, Series 2010 A (the “Series 2010 A Bonds”) are being issued by the Rhode Island Turnpike and Bridge Authority (the “Authority”) pursuant to Chapter 24-12-1, et. seq. of the Rhode Island General Laws, as amended (the “Authority Act”), Rhode Island Public Laws 2009, Ch. 68, Art. 17, Sec. 7 (the “Authorizing Act” and together with the Authority Act, the “Act”) and an Amended and Restated Master Indenture of Trust, dated as of July 1, 2003 and amended and restated as of April 1, 2010 (the “Master Indenture”), by and between the Authority and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented, including as amended and supplemented by that certain Second Supplemental Indenture of Trust, dated as of April 1, 2010 (the “Second Supplemental Indenture” and together with the Master Indenture, the “Indenture”). The Series 2010 A Bonds will only be issued as fully registered bonds under a book-entry-only system. The Series 2010 A Bonds will be registered initially in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Series 2010 A Bonds. Purchases of beneficial interests in the Series 2010 A Bonds will be made in book-entry-only form in denominations of $5,000 or any integral multiples thereof. Purchasers will not receive certificates representing the ownership interest in the Series 2010 A Bonds purchased by them. Principal of, premium, if any, and interest on the Series 2010 A Bonds will be paid by U.S. Bank National Association, Boston, Massachusetts, as paying agent (the “Paying Agent”) to DTC. So long as DTC or its nominee, Cede & Co., is the Bondholder, payments on the Series 2010 A Bonds will be made to such Bondholder. Disbursement of such payments to Beneficial Owners will be the responsibility of DTC and its participants, as more fully described herein. See “THE SERIES 2010 A BONDS - Book-Entry Only System” herein. Interest on the Series 2010 A Bonds (calculated on the basis of a 360-day year of twelve 30-day months) will be payable on December 1, 2010 and semi-annually thereafter on June 1 and December 1 of each year at the rates shown in the maturity schedule on the inside front cover hereof to the Bondholders of record as of the fifteenth day (regardless of whether a Business Day) of the month preceding the month in which interest is to be paid. The Series 2010 A Bonds are subject to redemption prior to maturity as described herein. Proceeds of the Series 2010 A Bonds will be used to finance: (i) the renovation, renewal, repair, rehabilitation, retrofitting, upgrading and improvement of the Claiborne Pell Bridge, the Mount Hope Bridge and such other projects as are authorized under the Act, (ii) the replacement of the components thereof; (iii) working capital expenses; (iv) the interest component of the Series 2010 A Debt Service Reserve Fund Requirement, and (v) the costs of issuing the Series 2010 A Bonds. Certain other available funds of the Authority will be used to finance the principal component of the Series 2010 A Debt Service Reserve Fund Requirement. The Series 2010 A Bonds will be limited obligations of the Authority and will be payable solely from the Net Revenues derived by the Authority from the operation of the System as defined herein and from amounts on deposit in certain funds, accounts and sub-accounts established pursuant to the Indenture. THE SERIES 2010 A BONDS ARE SPECIAL OBLIGATIONS OF THE AUTHORITY. NEITHER THE STATE NOR THE AUTHORITY SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2010 A BONDS EXCEPT FROM REVENUES AND OTHER FUNDS PLEDGED THEREFOR UNDER THE PROVISIONS OF THE ACT. IN NO EVENT SHALL THE SERIES 2010 A BONDS BE DEEMED TO CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF AND NEITHER THE FAITH AND CREDIT NOR TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2010 A BONDS. THE AUTHORITY HAS NO TAXING POWER. AMOUNTS, MATURITIES, INTEREST RATES AND PRICES OR YIELDS ARE SET FORTH ON THE INSIDE COVER. The Series 2010 A Bonds are offered when, as and if issued and accepted by the Underwriters, subject to delivery of an approving legal opinion by Nixon Peabody LLP, Providence, Rhode Island, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the Authority by Hinckley, Allen & Snyder LLP, Providence, Rhode Island, Disclosure Counsel for the Authority. Certain legal matters will be passed upon for the Underwriters by their counsel, Taft & McSally LLP, Cranston, Rhode Island. Delivery of the Series 2010 A Bonds is expected to be made on or about April 8, 2010. BofA Merrill Lynch Janney Montgomery Scott Morgan Stanley Dated: March 25, 2010 MATURITY SCHEDULE $50,000,000 Rhode Island Turnpike and Bridge Authority Revenue Bonds, Series 2010 A Maturity Principal Interest Initial (December 1) Amount Rate Yield CUSIP* 2018 $ 1,345,000 3.500% 3.770% 762324CY5 2019 1,405,000 5.000 3.970 762324CZ2 2020 1,475,000 5.000 4.130 762324CM1 2021 1,545,000 4.000 4.240 762324CN9 2022 1,605,000 4.000 4.320 762324CP4 2023 1,675,000 4.125 4.410 762324CQ2 2024 1,745,000 4.250 4.510 762324CR0 2025 1,825,000 4.500 4.610 762324CS8 2026 1,905,000 4.500 4.690 762324CT6 2027 1,995,000 4.625 4.770 762324CU3 2028 1,595,000 4.625 4.860 762324CV1 2028 500,000 5.000 4.860** 762324DC2 2029 2,195,000 4.750 4.950 762324CW9 2030 2,300,000 4.750 4.990 762324CX7 $8,135,000 5.125% Term Bond, Due December 1, 2035, Yield 5.150% Initial CUSIP No. 762324DA6* $5,290,000 5.000% Term Bond, Due December 1, 2035, Yield 5.150% Initial CUSIP No. 762324DD0* $13,465,000 5.000% Term Bond, Due December 1, 2039, Yield 5.200% Initial CUSIP No. 762324DB4* * CUSIP numbers have been assigned by an independent company not affiliated with the Issuer and are included solely for the convenience of the holders of the Series 2010 A Bonds. Neither the State nor the Authority is responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Series 2010 A Bonds or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2010 A 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 2010 A Bonds. ** Yield to first optional redemption date of December 1, 2020. RHODE ISLAND TURNPIKE AND BRIDGE AUTHORITY Members David A. Darlington, Chairman Richard P. Eannarino, Vice Chairman Arthur H. Fletcher Stephen C. Waluk Michael P. Lewis, Director of Rhode Island Department of Transportation Executive Director Earl J. (Buddy) Croft, III Chief Financial Officer/Controller Christine Callahan Director of Toll Plaza Operations Marianne Hillier Director of Engineering Peter Janaros, P.E. Bond Counsel Nixon Peabody LLP Providence, Rhode Island Disclosure Counsel Hinckley, Allen & Snyder LLP Providence, Rhode Island Financial Advisor First Southwest Company Lincoln, Rhode Island Consulting Engineers Parsons Brinckerhoff Inc. New York, New York Traffic Engineer Jacobs Engineering Group, Inc. New York, New York NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE AUTHORITY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS OFFICIAL STATEMENT, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE AUTHORITY OR BY FIRST SOUTHWEST COMPANY, THE FINANCIAL ADVISOR TO THE AUTHORITY. THIS OFFICIAL STATEMENT IS NOT TO BE CONSTRUED AS A CONTRACT OR AGREEMENT BETWEEN THE AUTHORITY AND THE OWNERS OR ANY BENEFICIAL OWNERS OF ANY OF THE SERIES 2010 A BONDS.
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