FLCentralFlorida02b-FIN - NEW ISSUE BOOKENTRY ONLY Ratings See\"RATINGS herein In the opinion of Broad and Cassel Orlando Florida Bond Counsel assuming

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Unformatted text preview: NEW ISSUE - BOOK‑ENTRY ONLY Ratings: See "RATINGS" herein In the opinion of Broad and Cassel, Orlando, Florida, Bond Counsel, assuming continuing compliance by CFX (as defined herein) with various covenants in the Bond Resolution (as defined herein), interest on the Series 2016B Bonds (as defined herein) is, under existing statutes, regulations, rulings and court decisions: (a) excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), except as otherwise described herein under the caption "TAX MATTERS," and (b) not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. Such interest, however, will be includable in the calculation of a corporation's alternative minimum taxable income and may be subject to other federal income tax consequences described herein under the caption "TAX MATTERS." See "TAX MATTERS" herein for a discussion of Bond Counsel's opinion, including a discussion of the corporate alternative minimum tax. $631,330,000 CENTRAL FLORIDA EXPRESSWAY AUTHORITY SENIOR LIEN REFUNDING REVENUE BONDS, SERIES 2016B Dated: Date of Delivery Due: July 1, as shown on inside cover This Official Statement relates to the issuance by the Central Florida Expressway Authority ("CFX") of $631,330,000 in aggregate principal amount of its Senior Lien Refunding Revenue Bonds, Series 2016B (the "Series 2016B Bonds"). The Series 2016B Bonds are being issued as fully registered bonds, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Purchases of beneficial interests in the Series 2016B Bonds will be made in book-entry form only, in denominations of $5,000 or any integral multiple thereof, as described therein. Purchasers of beneficial interests in the Series 2016B Bonds will not receive physical delivery of certificates. Transfers of beneficial interests in the Series 2016B Bonds will be effected through the DTC book‑entry system as described herein. See "DESCRIPTION OF THE SERIES 2016B Bonds ‑ Book‑Entry Only System" herein. The Series 2016B Bonds are being issued pursuant to Chapter 348, Part III, Florida Statutes and that certain Amended and Restated Master Bond Resolution adopted by CFX on February 3, 2003 (the "Master Bond Resolution"), as supplemented by that certain Twenty-First Supplemental Revenue Bond Resolution adopted by CFX on September 8, 2016 (the "Twenty-First Supplemental Resolution" and together with the Master Bond Resolution collectively hereinafter referred to as the "Bond Resolution"). All capitalized terms used herein and not otherwise defined herein are used with the meanings assigned thereto in "APPENDIX A ‑ AMENDED AND RESTATED MASTER BOND RESOLUTION" and "APPENDIX B ‑ TWENTY-FIRST SUPPLEMENTAL RESOLUTION" attached hereto. The Series 2016B Bonds shall mature on such dates and in such principal amounts and shall bear interest at the rate or rates set forth on the inside cover of this Official Statement payable semiannually on January 1 and July 1 of each year, commencing on January 1, 2017 (each, an "Interest Payment Date") until the respective maturities of the Series 2016B Bonds. Interest on the Series 2016B Bonds will be payable by Wells Fargo Bank, National Association, as registrar, paying agent and trustee, in Pittsburgh, Pennsylvania (the "Paying Agent") to Cede & Co., as nominee of DTC at the close of business on the 15th day (whether or not a Business Day) of the month next preceding the Interest Payment Date. Payments of principal of, premium, if any, and interest on the Series 2016B Bonds will be made at the designated corporate trust office of the Paying Agent. See "DESCRIPTION OF THE SERIES 2016B BONDS" herein. The Series 2016B Bonds are subject to redemption prior to maturity as described herein. The Series 2016B Bonds are being issued by CFX to provide funds to: (i) refund certain outstanding indebtedness of CFX as described herein, and (ii) pay certain costs in connection with the issuance of the Series 2016B Bonds. See "PLAN OF REFUNDING" and "ESTIMATED SOURCES AND USES OF FUNDS" herein and "APPENDIX B - TWENTY-FIRST SUPPLEMENTAL RESOLUTION" attached hereto. The Series 2016B Bonds are secured by a pledge of and lien on the System Pledged Revenues on a parity with the Outstanding Parity Bonds (as defined herein) and any additional Parity Bonds hereafter issued pursuant to the Bond Resolution and any Qualified Swap Payments related to such Bonds. See "SECURITY FOR THE SERIES 2016B Bonds," "SUMMARY OF CERTAIN TERMS AND PROVISIONS OF THE BOND RESOLUTION" and "VARIABLE RATE EXPOSURE AND INTEREST RATE EXCHANGE AGREEMENTS" herein. The scheduled payment of principal of and interest on the Series 2016B Bonds maturing on July 1, 2036 and bearing interest at 3.000% per annum and on July 1, 2037 and bearing interest at 3.000% per annum (collectively, the "Insured Series 2016B Bonds") when due will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the Insured Series 2016B Bonds by Assured Guaranty Municipal Corp. See "MUNICIPAL BOND INSURANCE" herein. NONE OF THE STATE OF FLORIDA (THE "STATE"), ORANGE COUNTY, FLORIDA, LAKE COUNTY, FLORIDA, SEMINOLE COUNTY, FLORIDA, OSCEOLA COUNTY, FLORIDA (COLLECTIVELY, THE "COUNTIES"), THE CITY OF ORLANDO, FLORIDA (THE "CITY"), NOR ANY POLITICAL SUBDIVISION OF THE STATE SHALL BE LIABLE FOR THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2016B Bonds, AND THE FULL FAITH AND CREDIT OF THE STATE, THE COUNTIES, THE CITY OR OF ANY OTHER POLITICAL SUBDIVISION OF THE STATE SHALL NOT BE DEEMED TO HAVE BEEN PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2016B Bonds. CFX HAS NO TAXING POWER. NO OWNER OF ANY OF THE SERIES 2016B Bonds SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE STATE, THE COUNTIES, THE CITY OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE, OR TAXATION IN ANY FORM OF REAL PROPERTY THEREIN, OR THE APPLICATION OF ANY FUNDS, OTHER THAN FUNDS PLEDGED TO THE PAYMENT OF THE SERIES 2016B Bonds. THE SERIES 2016B Bonds ARE NOT SECURED BY A MORTGAGE ON OR SECURITY INTEREST IN ANY OF THE REAL OR PERSONAL PROPERTY CONSTITUTING PART OF THE SYSTEM. This cover page contains limited information for quick reference only. It is not a summary of the matters relating to the Series 2016B Bonds. Potential investors must read the entire Official Statement (including the cover page and all Appendices attached hereto) to obtain information essential to the making of an informed investment decision. The Series 2016B Bonds are offered for delivery when, as and if issued, by CFX, subject to the approving opinion of Broad and Cassel, Orlando, Florida, Bond Counsel. Certain legal matters will be passed upon by CFX's General Counsel, Joseph Passiatore, Esq. Nabors, Giblin & Nickerson, P.A., Tampa, Florida is serving as Disclosure Counsel to CFX. Public Financial Management, Inc., Orlando, Florida and National Minority Consultants, Inc., Orlando, Florida are serving as Co-Financial Advisors to CFX with respect to the Series 2016B Bonds. Foley & Lardner LLP, Orlando, Florida is serving as Counsel to the Underwriters. It is expected that the Series 2016B Bonds will be delivered through the facilities of DTC in New York, New York, on or about November 2, 2016. Barclays Morgan Stanley Dated: September 23, 2016. J.P. Morgan BofA Merrill Lynch Citigroup RBC Capital Markets Wells Fargo Securities Jefferies Raymond James Loop Capital Markets MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS $631,330,000 CENTRAL FLORIDA EXPRESSWAY AUTHORITY SENIOR LIEN REFUNDING REVENUE BONDS, SERIES 2016B Maturity (July 1) 7/1/2017 7/1/2018 7/1/2019 7/1/2020 7/1/2021 7/1/2022 7/1/2023 7/1/2024 7/1/2025 7/1/2026 7/1/2027 7/1/2028 7/1/2029 7/1/2030 7/1/2031 7/1/2032 7/1/2033 7/1/2033 7/1/2034 7/1/2035 7/1/2036 7/1/2036** 7/1/2037 7/1/2037** 7/1/2038 7/1/2039 7/1/2040 Principal Amount $ 5,685,000 1,795,000 1,860,000 1,960,000 2,035,000 2,135,000 2,220,000 2,335,000 22,720,000 28,000,000 25,600,000 28,205,000 20,290,000 35,470,000 35,935,000 37,235,000 38,580,000 25,000,000 42,770,000 66,520,000 47,125,000 5,000,000 20,105,000 10,000,000 31,085,000 58,590,000 33,075,000 Interest Rate 3.000% 4.000 5.000 4.000 5.000 4.000 5.000 5.000 5.000 5.000 5.000 5.000 4.000 4.000 4.000 4.000 4.000 5.000 5.000 4.000 4.000 3.000 4.000 3.000 4.000 4.000 4.000 Yield 0.800% 0.910 1.040 1.150 1.310 1.480 1.630 1.770 1.850 1.970 2.090* 2.190* 2.480* 2.560* 2.660* 2.730* 2.800* 2.510* 2.540* 2.920* 2.980* 3.034 3.010* 3.066 3.040* 3.060* 3.070* Price 101.453 105.090 110.376 110.195 116.639 113.641 121.196 123.051 125.106 126.541 125.341* 124.351* 112.987* 112.256* 111.350* 110.720* 110.095* 121.245* 120.959* 109.033* 108.506*  99.496 108.244*  98.992 107.983* 107.809* 107.722* Initial CUSIP No.† 153476AW6 153476AX4 153476AY2 153476AZ9 153476BA3 153476BB1 153476BC9 153476BD7 153476BE5 153476BF2 153476BG0 153476BH8 153476BJ4 153476BK1 153476BL9 153476BM7 153476BY1 153476BN5 153476BP0 153476BQ8 153476BW5 153476BR6 153476BX3 153476BS4 153476BT2 153476BU9 153476BV7 ______________________ * Yield and Price calculated to first optional call date of July 1, 2026. ** Insured Series 2016B Bonds. See "MUNICIPAL BOND INSURANCE" herein. † CUSIP numbers have been assigned to the Series 2016B Bonds by an organization not affiliated with CFX. CFX is not responsible for the selection or use of the CUSIP numbers in this Official Statement nor is any representation being made as to their accuracy on the Series 2016B Bonds, or as indicated above. The CUSIP numbers are included herein solely for the convenience of the readers of this Official Statement. &(175$/)/25,'$(;35(66:$<$87+25,7< 25/7RZHU5RDG 2UODQGR)ORULGD %2$5'0(0%(56 Welton Cadwell, Lake County Commissioner, Chairman Scott Boyd, Orange County Commissioner, Vice Chairman Brenda Carey, Seminole County Commissioner, Treasurer Buddy Dyer, Orlando Mayor, Board Member Fred Hawkins, Jr., Osceola County Commissioner, Board Member Teresa Jacobs, Orange County Mayor, Board Member Andria Herr, Board Member Jay Madara, Board Member S. Michael Scheeringa, Board Member Diane Gutierrez-Scaccetti, Florida's Turnpike Enterprise Executive Director, Non-Voting Advisor 0$1$*(0(17 Laura Kelley, Executive Director Joseph Berenis, P.E., Chief of Infrastructure Lisa Lumbard, Chief Financial Officer Michelle Maikisch, Chief of Staff/Public Affairs Officer Corey Quinn, P.E., Chief of Technology/Operations Joseph Passiatore, Esq., General Counsel %21'&2816(/ Broad and Cassel Orlando, Florida ',6&/2685(&2816(/ Nabors, Giblin & Nickerson, P.A. Tampa, Florida ,1'(3(1'(17&(57,),(' 38%/,&$&&2817$176 Moore Stephens Lovelace P.A. Orlando, Florida *(1(5$/(1*,1((5,1* &2168/7$17 Atkins North America, Inc. Orlando, Florida 75$)),&(1*,1((5 CDM Smith Maitland, Florida &2),1$1&,$/$'9,6256 Public Financial Management, Inc. Orlando, Florida National Minority Consultants, Inc. Orlando, Florida This Official Statement does not constitute a contract between CFX and any one or more owners of the Series 2016B Bonds, nor does it constitute an offer to sell or the solicitation of an offer to buy the Series 2016B Bonds in any jurisdiction to any person to whom it is unlawful to make such an offer in such jurisdiction. No dealer, broker, salesman or any other person has been authorized by CFX to give any information or to make any representation, other than those contained in this Official Statement, in connection with the offering of the Series 2016B Bonds, and if given or made, such information or representations must not be relied upon as having been authorized by CFX. The information and expressions of opinion in this Official Statement are subject to change without notice, and this Official Statement speaks only as of its date. Neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create the implication that there has been no change in the matters described herein since the date hereof. The information contained in this Official Statement, including in the appendices, has been obtained from representatives of CFX and from public documents, records and other sources considered to be reliable. THE UNDERWRITERS HAVE PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFICIAL STATEMENT. IN CONNECTION WITH THE OFFERING OF THE SERIES 2016B BONDS, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2016B BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE SERIES 2016B BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE BOND RESOLUTION BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE SERIES 2016B BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF THE STATES, IF ANY, IN WHICH THE SERIES 2016B BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN CERTAIN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE SERIES 2016B BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. Assured Guaranty Municipal Corp. ("AGM") makes no representation regarding the Series 2016B Bonds or the advisability of investing in the Series 2016B Bonds. In addition, AGM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding AGM supplied by AGM and presented under the heading "MUNICIPAL BOND INSURANCE" herein and "APPENDIX H - SPECIMEN MUNICIPAL BOND INSURANCE POLICY" attached hereto. In making an investment decision, investors must rely on their own examination of CFX, and the terms of the offering, including the merits and risks involved. The Series 2016B Bonds have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, other than as expressly provided in certificates to be delivered to the Underwriters in connection with the closing, CFX has not confirmed the accuracy or determined the adequacy of this Official Statement. Any representation to the contrary may be a criminal offense. CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS OFFICIAL STATEMENT CONSTITUTE "FORWARD-LOOKING STATEMENTS." SUCH STATEMENTS GENERALLY ARE IDENTIFIABLE BY THE TERMINOLOGY USED, SUCH AS "PLAN," "EXPECT," "ESTIMATE," "BUDGET" OR OTHER SIMILAR WORDS. SUCH FORWARD-LOOKING STATEMENTS INCLUDE BUT ARE NOT LIMITED TO CERTAIN STATEMENTS CONTAINED IN THE INFORMATION UNDER THE CAPTIONS "FORWARD-LOOKING STATEMENTS," "SYSTEM REVENUES - HISTORICAL AND PROJECTED REVENUES," "HISTORICAL AND PROJECTED OPERATING RESULTS OF THE SYSTEM" HEREIN. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS INCLUDED IN THIS OFFICIAL STATEMENT. ASIDE FROM ITS CUSTOMARY FINANCIAL REPORTING ACTIVITIES, CFX DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR, SUBJECT TO ANY CONTRACTUAL OR LEGAL RESPONSIBILITIES TO THE CONTRARY. THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS IN EITHER BOUND OR PRINTED FORMAT ("ORIGINAL BOUND FORMAT"), OR IN ELECTRONIC FORMAT ON THE FOLLOWING WEBSITE: OR . PROSPECTIVE PURCHASERS MAY RELY ON THE INFORMATION CONTAINED IN THIS OFFICIAL STATEMENT IN EITHER THE ORIGINAL BOUND FORMAT OR THE ELECTRONIC FORMAT, PROVIDED, HOWEVER THAT PROSPECTIVE PURCHASERS MUST READ THE ENTIRE OFFICIAL STATEMENT (INCLUDING THE COVER PAGE AND ALL APPENDICES ATTACHED HERETO) TO OBTAIN ALL OF THE INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. 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 respective responsibilities to investors 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.  [THIS PAGE INTENTIONALLY LEFT BLANK] 7$%/(2)&217(176 3DJH INTRODUCTION....................................................................................................................................................................1 PLAN OF REFUNDING.......................................................................................................................................................3 ESTIMATED SOURCES AND USES OF FUNDS ..................................................................................................5 DESCRIPTION OF THE SERIES 2016B BONDS ....................................................................................................5 General ........................................................................................................................... 5 Registration and Payment .............................................................................................. 5 Transfer and Exchange................................................................................................... 6 Redemption Provisions ................................................................................................ 7 Notice of Redemption .................................................................................................. 8 Book-Entry Only System ............................................................................................. 10 Discontinuance of Book-Entry Only System............................................................... 13 SECURITY FOR THE SERIES 2016B BONDS ...................................................................................................... 13 General ......................................................................................................................... 13 Net Revenues ............................................................................................................... 14 Debt Service Reserve Account .................................................................................... 15 Limited Obligations ..................................................................................................... 16 MUNICIPAL BOND INSURANCE ............................................................................................................................. 17 SUMMARY OF CERTAIN TERMS AND PROVISIONS OF THE BOND RESOLUTION.............. 19 Toll Provisions ............................................................................................................. 19 Issuance of Senior Obligations .................................................................................... 23 Issuance of Parity Bonds ................................................................................................
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  • Fall '09
  • JOHNTAYLOR
  • Microeconomics, ........., Orlando, Florida, CFX

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