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2017 Toll Revenues by Turnpike

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2017 Toll Revenues by Turnpike NEW ISSUE—BOOK-ENTRY ONLY RATINGS: Moody’s: “Aa3” S&P: “AA-” Fitch: “AA-” See “RATINGS” herein In the opinion of Hawkins, Delafield & Wood LLP, Bond Counsel to the Authority, under existing statutes and court decisions and assuming continuing compliance with certain tax covenants described herein (i) interest on the Series 2018A Bonds is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) interest on the Series 2018A Bonds is not treated as a preference item in calculating the alternative minimum tax under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed for taxable years beginning prior to January 1, 2018. In addition, in the opinion of Hawkins Delafield & Wood LLP, Bond Counsel, under the Enabling Act, the Series 2018A Bonds, their transfer and the income therefrom (including any profit made from the sale thereof) are at all times free from taxation within the State of Oklahoma. See “TAX MATTERS RESPECTING THE SERIES 2018A BONDS” herein. OKLAHOMA TURNPIKE AUTHORITY Oklahoma Turnpike System $344,310,000 Second Senior Revenue Bonds Series 2018A Dated: Date of Delivery Due: January 1, as shown on the inside cover The above-described series of bonds (the “Series 2018A Bonds”) are being issued by the Oklahoma Turnpike Authority (the “Authority”). Proceeds from the sale of the Series 2018A Bonds will be used to provide funds to (i) finance a portion of the capital costs of certain Turnpike Projects and Improvements, hereinafter described, (ii) satisfy the Second Senior Bond Reserve Account Requirement, and (iii) pay the costs related to the issuance of the Series 2018A Bonds. See “PLAN OF FINANCE” herein. The Series 2018A Bonds are being issued pursuant to a Trust Agreement dated as of February 1, 1989, as heretofore amended and supplemented and as supplemented by a Sixteenth Supplemental Trust Agreement dated as of October 1, 2018 (collectively, the “Trust Agreement”) by and between the Authority and BOKF, NA, as successor trustee (the “Trustee”). The Trustee will serve as Bond Registrar and Paying Agent for the Series 2018A Bonds. The Series 2018A Bonds are issuable in fully registered form and when initially issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Series 2018A Bonds. Purchases of beneficial ownership interests in the Series 2018A Bonds will be made in book-entry form only, in $5,000 principal amounts or integral multiples thereof. Beneficial Owners of the Series 2018A Bonds will not receive physical delivery of certificates evidencing their ownership interest in the Series 2018A Bonds so long as DTC or a successor securities depository acts as the securities depository with respect to the Series 2018A Bonds. Interest on the Series 2018A Bonds is payable each January 1 and July 1, commencing January 1, 2019, as more fully described herein. So long as DTC or its nominee is the registered owner of the Series 2018A Bonds, payments of the principal of and interest on the Series 2018A Bonds will be made directly to DTC. Disbursement of such payments to DTC Participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of DTC Participants. See “THE SERIES 2018A BONDS — Book-Entry-Only System” herein. Maturity Schedule on Inside Cover The Series 2018A Bonds are subject to redemption prior to maturity as described herein. The Series 2018A Bonds are special obligations of the Authority payable solely from the tolls, motor fuel excise tax revenues and other revenues pledged under the Trust Agreement and monies held in a special trust fund established under the Authority’s Enabling Act (the “Turnpike Trust Fund”), subject to prior liens and claims as described in “SECURITY FOR THE BONDS” herein. The Series 2018A Bonds shall not be deemed to constitute a debt of the State of Oklahoma or any political subdivision thereof. Neither the State of Oklahoma nor the Authority shall be obligated to pay the Series 2018A Bonds or the interest thereon except from the sources pledged to the payment thereof under the Trust Agreement and neither the faith and credit nor the taxing power of the State of Oklahoma or any political subdivision thereof is pledged to the payment thereof. The Series 2018A Bonds are offered when, as and if issued and are subject to the receipt of the approving legal opinion of Hawkins Delafield & Wood LLP, New York, New York, Bond Counsel. Certain legal matters will be passed upon for the Authority by its General Counsel, EGL Law, PLLC, and by Kutak Rock LLP, Special Disclosure Counsel, and for the Underwriters by their counsel, McCall, Parkhurst & Horton, L.L.P. It is expected that the Series 2018A Bonds will be available in definitive form for delivery through the facilities of DTC in New York, New York, on or about October 31, 2018. J.P. Morgan BofA Merrill Lynch Stifel BOK Financial Securities, Inc. Wells Nelson & Associates, LLC The date of this Official Statement is October 18, 2018 OKLAHOMA TURNPIKE AUTHORITY Oklahoma Turnpike System Maturities, Amounts, Interest Rates and Yields $344,310,000 Second Senior Revenue Bonds Series 2018A $123,205,000 Series 2018A Serial Bonds Maturity Principal Interest CUSIP January 1 Amount Rate Yield Base: 679111 2032 $ 1,230,000 3.625% 3.700% ZB3 2032 10,110,000 5.000 3.160† ZA5 2033 11,890,000 3.750 3.800 ZC1 2034 12,335,000 5.000 3.290† ZD9 2035 12,955,000 5.000 3.360† ZE7 2036 13,600,000 5.000 3.430† ZF4 2037 14,275,000 5.000 3.460† ZG2 2038 14,995,000 4.000 3.920† ZH0 2039 15,595,000 4.000 3.960† ZJ6 2040 16,220,000 5.000 3.600† ZK3 $53,675,000 5.000% Series 2018A Term Bond due January 1, 2043 — Yield 3.630%† (CUSIP 679111–ZL1) $167,430,000 4.000% Series 2018A Term Bond due January 1, 2048 — Yield 4.100% (CUSIP 679111–ZM9) _____________________ †Priced at the stated yield to the January 1, 2027, optional redemption date at par. CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services (“CGS”), managed on behalf of the American Bankers Association by S&P Capital IQ. This information is not intended to create a database and does not serve in any way as a substitute for services provided by CGS. CUSIP numbers have been assigned by an independent company not affiliated with the Authority or the Underwriters and are included solely for the convenience of the registered and beneficial owners of the applicable Series 2018A Bonds. Neither the Authority nor any Underwriter is responsible for the selection or use of these CUSIP numbers, and no representation is made as to their correctness on the applicable Series 2018A Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2018A Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series 2018A Bonds. No dealer, broker, salesman or other person has been authorized to give any information or to make any representations, other than as contained in this Official Statement, and if given or made, any such other information or representations must not be relied upon. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2018A Bonds, by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been furnished by the Authority and other sources which are believed to be reliable. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information and this Official Statement is not to be construed as the promise or guarantee of the Underwriters. The information and expressions of opinion herein 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 or opinions set forth herein after the date of this Official Statement. This Official Statement and particularly the information contained under the captions “INTRODUCTION”, “OUTSTANDING OBLIGATIONS OF THE AUTHORITY”, “SCHEDULED ANNUAL DEBT SERVICE REQUIREMENTS”, “SECURITY FOR THE BONDS”, “MOTOR FUEL EXCISE TAX”, “RISK FACTORS”, “LITIGATION”, “Appendix A – Certain Information Relating to the Oklahoma Turnpike Authority and the Oklahoma Turnpike System”, “Appendix F - Report of the Consulting Engineers”, and “Appendix G – Comprehensive Traffic & Revenue Update Summary Report and October 2018 Letter Update of the Traffic Engineers”, contain statements relating to future results and economic performance that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When used in this Official Statement, the words “anticipate”, “believe”, “may”, “will”, “should”, “seeks”, “expect”, “assume”, “estimate”, “projection”, “plan”, “budget”, “forecast”, “intend”, “goal”, and similar expressions identify forward-looking statements.
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