State of Florida Division of Bond Finance Notice The following Official Statement does not constitute an offer to sell or the solicitation of an offer to buy bonds. It is marked with a dated date and speaks only as of that date, which may be prior to the date the Official Statement was posted on this website. The Division of Bond Finance undertakes no obligation to update any information included therein except for certain annual and periodic reports which may be found on the EMMA website of the Municipal Securities Rulemaking Board. This Official Statement may be removed from the website at any time. The information, estimates and expressions of opinion in the Official Statement are subject to change without notice and the posting of the Official Statement on this website does not imply that there has been no change in such information or the affairs of the State of Florida since the dated date of the Official Statement or date of posting such Official Statement. New Issue - Book-Entry Only This Official Statement has been prepared to provide information about the 2019A Bonds. Selected information is presented on this cover page for the convenience of the reader. To make an informed decision, a prospective investor should read this Official Statement in its entirety. Unless otherwise indicated, capitalized terms have the meanings given in Appendix A. $86,640,000 STATE OF FLORIDA Department of Transportation Sunshine Skyway Revenue Bonds, Series 2019A Dated: Date of Delivery Due: July 1, as shown on the inside front cover Bond Ratings A+ (stable outlook) | Fitch Ratings A1 (stable outlook) | Moody’s Investors Service A (stable outlook) | S&P Global Ratings Tax Status In the opinion of Bond Counsel, assuming compliance by the State of Florida Department of Transportation with certain covenants, under existing statutes, regulations, and judicial decisions, the interest on the 2019A Bonds will be excluded from gross income for federal income tax purposes of the holders thereof and will not be an item of tax preference for purposes of the federal alternative minimum tax. The 2019A Bonds and the income thereon are not subject to taxation under the laws of the State of Florida, except estate taxes and taxes under Chapter 220, Florida Statutes, as amended. See "TAX MATTERS" herein for a description of other tax consequences to owners of the 2019A Bonds. Redemption The 2019A Bonds maturing on and after July 1, 2030 are subject to optional redemption as provided herein. Security The 2019A Bonds will be payable from Net Revenues of the Sunshine Skyway which consist of the Revenues remaining after deducting the Administrative Expenses, the Cost of Operations and the Cost of Maintenance. The 2019A Bonds are not a general obligation of the State of Florida, and the full faith and credit of the State of Florida is not pledged to payment of the 2019A Bonds. See “SECURITY FOR THE 2019A BONDS” herein for more complete information. Lien Priority The lien of the 2019A Bonds on the Net Revenues is a first lien on such revenues and will be on parity with any subsequently issued Additional Bonds. Additional Bonds Additional Bonds payable on a parity with the 2019A Bonds may be issued if historical and projected Net Revenues are at least 150% of debt service. This description of the requirements for the issuance of Additional Bonds is only a summary of the complete requirements. See “SECURITY FOR THE 2019A BONDS – Additional Bonds” herein for more complete information. Purpose Proceeds of the 2019A Bonds will be used to finance a portion of the cost of construction of the 2019A Project, which consists of transportation projects in Hillsborough, Pinellas, and Manatee counties, and to pay costs of issuance. See “PURPOSE OF THE ISSUE – The 2019A Project” herein for more complete information. Interest Payment January 1 and July 1, commencing January 1, 2020. Dates Record Dates December 15 and June 15. Form/ Denomination The 2019A Bonds will initially be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Individual purchases will be made in book-entry form only through Direct Participants (defined herein) in denominations of $1,000 and integral multiples thereof. Purchasers of the 2019A Bonds will not receive physical delivery of the 2019A Bonds. Closing/ Settlement It is anticipated that the 2019A Bonds will be available for delivery through the facilities of DTC in New York, New York on May 23, 2019. Bond Registrar/ Paying Agent U.S. Bank Trust National Association, New York, New York. Bond Counsel Bryant Miller Olive P.A., Tallahassee, Florida. Issuer Contact Division of Bond Finance, (850) 488-4782, [email protected] Maturity Structure The 2019A Bonds will mature on the dates and bear interest at the rates set forth on the inside front cover. May 2, 2019 MATURITY STRUCTURE Initial Principal Interest First Optional Redemption CUSIP© Due Date Amount Rate Yield* Date and Price 34161HAA4 July 1, 2020 $ 2,480,000 5.00% 1.58% - 34161HAB2 July 1, 2021 3,025,000 5.00 1.61 - 34161HAC0 July 1, 2022 3,175,000 5.00 1.65 - 34161HAD8 July 1, 2023 3,335,000 5.00 1.69 - 34161HAE6 July 1, 2024 3,500,000 5.00 1.73 - 34161HAF3 July 1, 2025 3,675,000 5.00 1.79 - 34161HAG1 July 1, 2026 3,860,000 5.00 1.85 - 34161HAH9 July 1, 2027 4,055,000 5.00 1.93 - 34161HAJ5 July 1, 2028 4,255,000 5.00 2.00 - 34161HAK2 July 1, 2029 4,470,000 5.00 2.09 - 34161HAL0 July 1, 2030** 4,690,000 5.00 2.19 July 1, 2029 @ 100% 34161HAM8 July 1, 2031** 4,925,000 5.00 2.27 July 1, 2029 @ 100 34161HAN6 July 1, 2032** 5,170,000 5.00 2.35 July 1, 2029 @ 100 34161HAP1 July 1, 2033** 5,430,000 4.00 2.64 July 1, 2029 @ 100 34161HAQ9 July 1, 2034** 5,650,000 4.00 2.72 July 1, 2029 @ 100 34161HAR7 July 1, 2035** 5,875,000 4.00 2.79 July 1, 2029 @ 100 34161HAS5 July 1, 2036** 6,110,000 4.00 2.85 July 1, 2029 @ 100 34161HAT3 July 1, 2037** 6,355,000 4.00 2.89 July 1, 2029 @ 100 34161HAU0 July 1, 2038** 6,605,000 4.00 2.93 July 1, 2029 @ 100 _______ * Yield information provided by the underwriter. ** The yield on these maturities are calculated to a 100% call on July 1, 2029. © Copyright 2019, American Bankers Association. CUSIP data herein is provided by Standard & Poor's, CUSIP Service Bureau, a division of McGraw- Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. The State of Florida has not authorized any dealer, broker, salesman or other person 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 or representations must not be relied on. Certain information herein has been obtained from sources other than the State of Florida which are believed to be reliable. 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 will under any circumstances, create any implication that there has been no change in the affairs of the State of Florida since the date hereof. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of the 2019A Bonds by any person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. STATE OFFICIALS GOVERNING BOARD OF THE DIVISION OF BOND FINANCE GOVERNOR RON DESANTIS Chairman ATTORNEY GENERAL CHIEF FINANCIAL OFFICER ASHLEY MOODY JIMMY PATRONIS Secretary Treasurer COMMISSIONER OF AGRICULTURE NIKKI FRIED J. BEN WATKINS III Director Division of Bond Finance KEVIN J. THIBAULT, P.E. ASHBEL C. WILLIAMS Secretary Executive Director Department of Transportation State Board of Administration CONSULTANT TO THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION AECOM Technical Services, Inc. Traffic Engineers New York, New York BOND COUNSEL Bryant Miller Olive P.A. Tallahassee, Florida TABLE OF CONTENTS Page INTRODUCTION .................................................................................................................................................................... 1 AUTHORITY FOR THE ISSUANCE OF THE 2019A BONDS ............................................................................................ 2 General Legal Authority ....................................................................................................................................................... 2 Division of Bond Finance ..................................................................................................................................................... 2 State Board of Administration of Florida ............................................................................................................................. 2 Department of Transportation ............................................................................................................................................... 2 Administrative Approval ...................................................................................................................................................... 2 Validation of the Bonds ........................................................................................................................................................ 2 DESCRIPTION OF THE 2019A BONDS ............................................................................................................................... 2 REDEMPTION