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New Jersey Turnpike Authority PRELIMINARY OFFICIAL STATEMENT DATED MARCH 20, 2017 NEW ISSUE – Book-Entry Only See “RATINGS” herein In the opinion of Wilentz, Goldman & Spitzer, P.A., Bond Counsel, under existing statutes, regulations, rulings and court decisions, and assuming continuing compliance by the Authority with certain requirements described herein, interest on the Series 2017 A Bonds is not includable in gross income for Federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”) and is not treated as a preference item under Section 57 of the Code for purposes of calculating the Federal alternative minimum tax imposed on individuals and corporations. Under existing laws of the State of New Jersey, interest on the Series 2017 A Bonds and any gain on the sale thereof are not includible in gross income under the New Jersey Gross Income Tax Act. For a more complete discussion, see “TAX MATTERS” herein. $525,000,000* NEW JERSEY TURNPIKE AUTHORITY Turnpike Revenue Bonds, Series 2017 A Dated: Date of Delivery Due: January 1, as shown on the inside front cover This Official Statement has been prepared to provide information relating to the issuance by the New Jersey Turnpike Authority (the “Authority”) of its $525,000,000* aggregate principal amount of Turnpike Revenue Bonds, Series 2017 A (the “Series 2017 A Bonds”). The Bank of New York Mellon, Woodland Park, New Jersey, will serve as the Trustee, Paying Agent and Registrar for the Series 2017 A Bonds. The Series 2017 A Bonds will be issued in fully registered form without coupons, and, when 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 2017 A Bonds, as more fully described herein. Individual purchases of the Series 2017 A Bonds will be made in book-entry form only in denominations of $5,000 or any integral multiples thereof. Purchasers of the Series 2017 A Bonds will not receive certificates representing their interest therein. Interest on the Series 2017 A Bonds will accrue from their Date of Delivery, and will be payable semiannually on each January 1 and July 1, commencing on July 1, 2017, until prior redemption or maturity, and will be calculated on the basis of a 360-day year of twelve 30-day months. The Series 2017 A Bonds will bear interest at the interest rates per annum set forth on the inside front cover page of this Official Statement. The Series 2017 A Bonds are being issued pursuant to the New Jersey Turnpike Authority Act of 1948 (Chapter 454 of the Laws of New Jersey of 1948), as amended and supplemented (the “Act”), the Turnpike Revenue Bond Resolution adopted by the Authority on August 20, 1991, as amended, restated and supplemented (the “General Bond Resolution”), including as supplemented by the Series 2016 Turnpike Revenue Bond Resolution adopted by the Authority on September 27, 2016 (the “Series 2016 Resolution”), and a Certificate of Determination to be executed by the Executive Director of the Authority prior to the issuance of the Series 2017 A Bonds (the “Certificate of Determination” and, together with the General Bond Resolution and the Series 2016 Resolution, the “Resolution”). The Series 2017 A Bonds will be payable from and secured by a lien on and pledge of the Pledged Revenues of the Turnpike System on a parity with all Bonds Outstanding under the Resolution from time to time, and the Authority’s reimbursement and payment obligations under certain Credit Facilities and Qualified Swaps (as such terms are defined in the Resolution). The Series 2017 A Bonds are subject to redemption prior to maturity at such prices and pursuant to such terms as are described herein. See “THE SERIES 2017 A BONDS – Redemption Prior to Maturity” herein. The Series 2017 A Bonds are being issued by the Authority to (i) pay the costs of Projects permitted or authorized under the Act and the Resolution, (ii) make a deposit into the Debt Reserve Fund, and (iii) pay the costs of issuance of the Series 2017 A Bonds, all as more fully described herein. THE SERIES 2017 A BONDS ARE REVENUE OBLIGATIONS OF THE AUTHORITY. THE SERIES 2017 A BONDS ARE NOT A DEBT OR LIABILITY OF THE STATE OF NEW JERSEY OR OF ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY), AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF NEW JERSEY OR OF ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE SERIES 2017 A BONDS. THE AUTHORITY HAS NO TAXING POWER. Selected information is presented on this cover page for the convenience of the user in brief or summary form. To make an informed decision regarding the Series 2017 A Bonds, a prospective purchaser should read this Official Statement in its entirety. The Series 2017 A Bonds are offered when, as and if issued by the Authority and received by the Underwriters and subject to the approval of legality thereof by Wilentz, Goldman & Spitzer, P.A., Woodbridge, New Jersey, Bond Counsel to the Authority. Certain legal matters will be passed upon for the Authority by Bruce A. Harris, Esq., General Counsel for the Authority. Certain legal matters will be passed upon for the Underwriters by their counsel, Gibbons P.C., Newark, New Jersey. Hilltop Securities, New York, New York is acting as Financial Advisor to the Authority. It is expected that the Series 2017 A Bonds will be available for delivery through DTC on or about April __, 2017. GOLDMAN, SACHS & CO. J.P. MORGAN Raymond James Stifel U.S. Bancorp Investments, Inc. Dated: March __, 2017 This Preliminary Official Statement and the information contained herein are subject to completion and amendment in a final Official Statement. Under no circumstances shall this Preliminary offer to sell or a This Preliminary Official Statement constitute an contained herein are subject to completion and amendment in a final Official Statement. Official Statement and the information prior of such jurisdiction. or qualification under the securities to registration be unlawful laws solicitation or sale would jurisdiction in any in which such offer, hereby sale of the securities nor shall there be any offered to buy solicitation of an offer * Preliminary, subject to change. $525,000,000* NEW JERSEY TURNPIKE AUTHORITY Turnpike Revenue Bonds, Series 2017 A Maturity* Principal Interest (January 1) Amount* Rate Yield CUSIP** 2027 $44,220,000 2028 14,560,000 2029 54,705,000 2030 60,060,000 2031 66,665,000 2032 70,000,000 2033 73,555,000 2034 77,175,000 2035 45,115,000 2036 18,945,000 * Preliminary, subject to change. ** Registered trademark of American Bankers Association. CUSIP numbers are provided by CUSIP Global Services, which is managed on behalf of the American Bankers Association by S&P Global Market Intelligence. The CUSIP numbers are being provided solely for the convenience of the holders of the Series 2017 A Bonds only and the Authority does not make any representation with respect to such numbers or undertake any responsibility for their accuracy. The CUSIP numbers are subject to being changed after the issuance of the Series 2017 A Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the Series 2017 A Bonds. NEW JERSEY TURNPIKE AUTHORITY COMMISSIONERS RICHARD T. HAMMER, Chairman RONALD GRAVINO, Vice Chairman MICHAEL R. DuPONT, Treasurer RAYMOND M. POCINO ULISES E. DIAZ DANIEL F. BECHT JOHN D. MINELLA EXECUTIVE STAFF JOSEPH W. MROZEK, Executive Director JOHN F. O’HERN, Chief Operating Officer and Deputy Executive Director DONNA MANUELLI, Chief Financial Officer IN CONNECTION WITH THE OFFERING OF THE SERIES 2017 A BONDS, THE UNDERWRITERS MAY OVER ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. No dealer, broker, salesman, or any 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 other information must not be relied upon as having been authorized by the Authority. 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 2017 A Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The Series 2017 A Bonds have not been registered under the Securities Act of 1933, as amended, and the Resolution has not been qualified under the Trust Indenture Act of 1939, as amended, in reliance upon certain exemptions contained in such Federal laws. In making an investment decision, investors must rely upon their own examination of the Series 2017 A Bonds and the security therefor, including an analysis of the risks involved. The Series 2017 A Bonds have not been recommended by any Federal or state securities commission or regulatory authority. The registration, qualification or exemption of the Series 2017 A Bonds in accordance with applicable provisions of securities laws of the various jurisdictions in which the Series 2017 A Bonds have been registered, qualified or exempted cannot be regarded as a recommendation thereof. Neither such jurisdictions nor any of their agencies have passed upon the merits of the Series 2017 A Bonds or the adequacy, accuracy or completeness of this Official Statement. Any representation to the contrary may be a criminal offense.
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