200695000 Mccormick Place Expansion Project Bonds, Se
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SUPPLEMENT DATED OCTOBER 27, 2010 TO OFFICIAL STATEMENT DATED OCTOBER 7, 2010 $1,118,879,497.40 METROPOLITAN PIER AND EXPOSITION AUTHORITY (ILLINOIS) $200,695,000 McCormick Place Expansion Project Bonds, Series 2010A $400,004,497.40† McCormick Place Expansion Project Refunding Bonds, Series 2010B-1 $518,180,000 McCormick Place Expansion Project Refunding Bonds, Series 2010B-2 This Supplement (the “Supplement”) to the Official Statement dated October 7, 2010 (the “Official Statement”) updates and revises certain information regarding the $400,004,497.40† McCormick Place Expansion Project Refunding Bonds, Series 2010B-1 (the “Series 2010B-1 Bonds”) of the Metropolitan Pier and Exposition Authority (the “Authority”). The scheduled payment of principal of and interest on the Series 2010B-1 Bonds when due are guaranteed under a municipal bond insurance policy issued concurrently with the issuance of the Series 2010B-1 Bonds by Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc.) (“AGM”). The municipal bond insurance policy of AGM insures only the Series 2010B-1 Bonds. On October 25, 2010, Standard & Poor’s Ratings Services Group, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s”), lowered its counterparty credit and financial strength ratings on AGM to “AA+” from “AAA”. Because the underlying rating assigned by Standard & Poor’s on the Series 2010B-1 Bonds is “AAA”, the main rating assigned to the Series 2010B-1 Bonds by Standard and Poor’s remains “AAA”. These ratings reflect only the view of Standard & Poor’s and an explanation of the significance of such ratings may be obtained from Standard & Poor’s. There is no assurance that any rating will continue for any given period of time, or that any rating will not be revised downward or withdrawn entirely by Standard & Poor’s if, in its judgment, circumstances so warrant. Any such downward revision or withdrawal of any such rating may have an adverse effect on the market prices of the Series 2010B-1 Bonds. The Authority and the Underwriters have undertaken no responsibility either to bring to the attention of the registered owners of the Series 2010B-1 Bonds any proposed change in or withdrawal of any rating or to oppose any such revision or withdrawal. This Supplement should be read in conjunction with the accompanying Official Statement, which is attached hereto as Exhibit A. All terms used in this Supplement shall have the same meanings assigned to them in the Official Statement, as hereby supplemented. _________________________________________ Joint Book-Running Senior Managers MORGAN STANLEY GOLDMAN, SACHS & CO. _________________________________________ Co-Senior Managers CABRERA CAPITAL MARKETS, LLC LOOP CAPITAL MARKETS _________________________________________ Co-Managers Citi George K. Baum & Company Jefferies & Company J.P. Morgan Ramirez & Co., Inc. Siebert Brandford Shank & Co., L.L.C. ___________________ † Aggregate original principal amount. EXHIBIT A OFFICIAL STATEMENT DATED OCTOBER 7, 2010 NEW ISSUE BOOK-ENTRY ONLY $1,118,879,497.40 METROPOLITAN PIER AND EXPOSITION AUTHORITY (ILLINOIS) $200,695,000 McCormick Place Expansion Project Bonds, Series 2010A $400,004,497.40† McCormick Place Expansion Project Refunding Bonds, Series 2010B-1 $518,180,000 McCormick Place Expansion Project Refunding Bonds, Series 2010B-2 Dated: Date of Delivery Due: As shown on inside cover Subject to compliance by the Metropolitan Pier and Exposition Authority (the “Authority”) with certain covenants, in the opinion of Bond Counsel, under present law, interest on the Series 2010 Bonds is excluded 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 imposed on individuals and corporations, but is included in corporate earnings and profits when computing corporate alternative minimum taxable income for purposes of the corporate alternative minimum tax. Interest on the Series 2010 Bonds is not exempt from present State of Illinois income taxes. See “TAX MATTERS” herein for a more complete discussion. The Series 2010 Bonds will be issued pursuant to an Indenture of Trust dated as of December 15, 1992, as amended and supplemented (the “Indenture”), between the Authority and Amalgamated Bank of Chicago, Chicago, Illinois, as trustee (the “Trustee”). The principal and redemption price of and interest on the Series 2010 Bonds will be paid by Seaway Bank and Trust Company, Chicago, Illinois, as Paying Agent. The Series 2010 Bonds are issuable only 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, New York, New York (“DTC”). DTC will act as securities depository for the Series 2010 Bonds. Ownership by the beneficial owners of the Series 2010 Bonds will be evidenced by book-entry only. As long as Cede & Co. is the registered owner as nominee of DTC, payments on the Series 2010 Bonds will be made to Cede & Co., and disbursal of such payments will be the responsibility of DTC and its participants. See “APPENDIX H – DTC BOOK-ENTRY SYSTEM.” The Series 2010 Bonds will be issued as Current Interest Bonds and Capital Appreciation Bonds as described on the inside cover page. Certain of the Series 2010 Bonds are subject to optional and mandatory redemption prior to maturity as set forth herein. Proceeds of the Series 2010 Bonds will be used to finance the Series 2010 Projects, refund the Refunded Bonds, make a deposit in the Debt Service Reserve Fund, fund a portion of the interest to become due on certain Series 2010 Bonds, and pay costs incurred in connection with issuing the Series 2010 Bonds and refunding the Refunded Bonds. See “PLAN OF FINANCE” and “SECURITY AND SOURCES OF PAYMENT– Amendment to Indenture to Abolish Debt Service Reserve Fund.” The Series 2010 Bonds are being issued in separate series of new money bonds and refunding bonds, referred to herein as the Series 2010A Bonds, the Series 2010B-1 Bonds and the Series 2010B-2 Bonds, respectively. The Series 2010 Bonds, together with previously issued and Outstanding Bonds and any Additional Bonds hereinafter issued under the Indenture are special, limited obligations of the Authority payable from and secured by a pledge of Revenues, including amounts received by the Trustee from the McCormick Place Expansion Project Fund (the “Expansion Project Fund”), a separate fund in the State Treasury, and by Bond proceeds and certain of the Funds and other moneys held under the Indenture. Moneys on deposit in the Expansion Project Fund are derived from (a) Authority Taxes and (b) State Sales Tax Deposits. Subject to annual appropriation by the State of Illinois, moneys on deposit in the Expansion Project Fund and requested by the Authority are to be used only for the payment of the debt service on and maintenance of reserve funds in respect of the Bonds. See “SECURITY AND SOURCES OF PAYMENT.” Subject to the foregoing, neither the full faith and credit nor the taxing power of the State of Illinois, the Authority or any other political subdivision thereof, will be pledged to the payment of the principal of or premium, if any, or interest on the Series 2010 Bonds. A detailed schedule of the maturities, principal amounts, interest rates and prices or yields of the Series 2010 Bonds is set forth on the inside cover page. The scheduled payment of principal of and interest on the Series 2010B-1 Bonds when due will be guaranteed under a municipal bond insurance policy to be issued concurrently with the issuance of the Series 2010 Bonds by Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc.) (“AGM”). The municipal bond insurance policy of AGM will insure only the Series 2010B-1 Bonds. The Series 2010 Bonds are offered in book-entry only form when, as and if issued and received by the Underwriters, subject to the approving legal opinion of Katten Muchin Rosenman LLP, Chicago, Illinois, Bond Counsel to the Authority, and certain other conditions. Certain legal matters will be passed upon for the Authority by its General Counsel, Renée C. Benjamin, Esq., and by its special counsel, Mayer Brown LLP, Chicago, Illinois, and for the Underwriters by their counsel, Gonzalez, Saggio and Harlan, L.L.C., Chicago, Illinois. It is expected that the Series 2010 Bonds will be available for delivery through DTC on or about October 18, 2010. _________________________________________ Joint Book-Running Senior Managers MORGAN STANLEY GOLDMAN, SACHS & CO. _________________________________________ Co-Senior Managers CABRERA CAPITAL MARKETS, LLC LOOP CAPITAL MARKETS _________________________________________ Co-Managers Citi George K. Baum & Company Jefferies & Company J.P. Morgan Ramirez & Co., Inc. Siebert Brandford Shank & Co., L.L.C. Dated October 7, 2010 ___________________ † Aggregate original principal amount. $1,118,879,497.40 METROPOLITAN PIER AND EXPOSITION AUTHORITY (ILLINOIS) $200,695,000 McCormick Place Expansion Project Bonds, Series 2010A $400,004,497.40† McCormick Place Expansion Project Refunding Bonds, Series 2010B-1 $518,180,000 McCormick Place Expansion Project Refunding Bonds, Series 2010B-2 SERIES 2010A BONDS $200,695,000 5.50% Current Interest Term Bonds due June 15, 2050, Yield1 4.980%, CUSIP2 592248AW8 SERIES 2010B-1 BONDS – ASSURED GUARANTY MUNICIPAL CORP. INSURED $200,000,000 CURRENT INTEREST TERM BONDS $200,000,000 5.00% Current Interest Term Bonds due June 15,