The Commonwealth of Massachusetts Investor Presentation $362.960* mm Commonwealth Transportation Fund Revenue Bonds, 2013 Series A $287.865* mm Federal Highway Grant Anticipation Notes, 2013 Series A CTF Revenue Bonds POS Link Federal Highway GANs POS Link * Preliminary, subject to change Accelerated Bridge Program Financings, 2013 Series A 1
Disclaimer This document and any other materials accompanying this document are provided for your information. The presentation is not part of the Preliminary Official Statement, and is qualified in all respects by reference to the Preliminary Official Statement. Investment decisions relating to the Bonds should only be based upon the final Official Statement when available. Neither the provision of access to this presentation nor the posting of the Preliminary Official Statement constitutes an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds described in the presentation and the Preliminary Official Statement in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The Bonds described in the presentation and the Preliminary Official Statement will not be offered or sold, whether directly or indirectly, other than to legal entities or individuals who may receive such offer or sale under applicable law. Offers to purchase the Bonds may only be made through a registered broker-dealer. The information set forth herein and in the Preliminary Official Statement has been furnished by the Commonwealth and includes information obtained from other sources which are believed to be reliable, but is not guaranteed as to accuracy or completeness and is not to be construed as a representation by, as to information from other sources, the Commonwealth. The information and expressions of opinion herein are subject to change without notice. Neither the delivery of the information nor the Preliminary Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Commonwealth, or its agencies, authorities and political subdivisions, since the date hereof, except as expressly set forth herein. This presentation and the Preliminary Official Statement contains certain forward-looking statements that are subject to a variety of risks and uncertainties that could cause actual results to differ from the projected results, including without limitation general economic and business conditions, conditions in the financial markets, the financial condition of the Commonwealth and various state agencies and authorities, receipt of federal grants, litigation, arbitration, force majeure events and various other factors that are beyond the control of the Commonwealth and its various agencies and authorities. Because of the inability to predict all factors that may affect future decisions, actions, events or financial circumstances, what actually happens may be different from what is set forth in such forward-looking statements. Forward-looking statements are indicated by use of such words as “may,” “will,” “should,” “intends,” “expects,” “believes,” “anticipates,” “estimates” and others. The Commonwealth Transportation Fund Revenue Bonds , 2013 Series A Preliminary Official Statement is available at: http://www.munios.com/id.aspx?i=VQ2SN1IRe5Gp The Federal Highway Grant Anticipation Notes , 2013 Series A Preliminary Official Statement is available at: http://www.munios.com/id.aspx?i=C3WDVd8MWrFp Further information can be found at: http://www.massbondholder.com/ Accelerated Bridge Program Financings, 2013 Series A 2 2
Table of Contents 1. Introduction 3 2. Accelerated Bridge Program 7 3. Projects of Regional Significance 16 4. Revenues and Bondholder Security 4a. Commonwealth Transportation Fund 22 4b. Grant Anticipation Notes 34 5. Pro Forma Debt Service Coverage 39 6. Conclusion 47 7. Financing Schedule 49
1. Introduction Longfellow Bridge
The Commonwealth of Massachusetts The Commonwealth of Massachusetts Office of the Treasurer and Receiver-General MassDOT James MacDonald Colin MacNaught Delia Rissmiller Victoria Sheehan First Deputy Treasurer Asst. Treasurer, Debt Mgmt Investor Relations Manager ABP Project Manager Phone: 617-367-3900 Phone: 617-367-9333 Phone: 617-367-9333 Phone: 857-368-9285 jmacdonald@tre.state.ma.us cmacnaught@tre.state.ma.us drissmiller@tre.state.ma.us victoria.sheehan@dot.state.ma.us Executive Office for Administration and Finance 2013 GANs Bond Counsel 2013 CTF Bond Counsel Scott Jordan Lori Hindle Ken Lind John Regier Undersecretary Director Intergov’t Affairs Nixon Peabody LLP Mintz, Levin, P.C. Phone: 617-727-2040 Phone: 617-727-2040 Phone: 212-940-3005 Phone: 617-348-1720 scott.jordan@state.ma.us lori.hindle@state.ma.us klind@nixonpeabody.com jrregier@mintz.com 2013 GANs Financial Advisor 2013 GANs Senior Underwriter 2013 CTF Senior Underwriter 2013 CTF Financial Advisor Robert Rich Mark Gooding Tom Green Paul Ladd Public Financial Management Citigroup Bank of America Merrill Lynch Public Resources Advisory Group Phone: 609-452-0263 Phone: 212-380-5278 Phone: 617-346-9253 Phone: 617-350-5826 richr@pfm.com mgooding@pragny.com thomas.h.green@citi.com paul.e.ladd@baml.com Accelerated Bridge Program Financings, 2013 Series A 5 3 Introduction
2013 Transaction Overview* CTF Revenue Bonds, 2013 Series A Grant Anticipation Notes, 2013 Series A Principal Amount: $362,960,000* Principal Amount: $287,865,000* Interest Payment Dates: June 1 and December 1, Interest Payment Dates: June 15 and December 15, beginning June 1, 2014 beginning June 15, 2014 Maturity Dates: Annual maturities on June 1 of each year, Maturity Dates: Annual maturities on June 15 of each year, on June 1, 2023 and from June 1, 2028 – June 1, 2043 from June 15, 2016 – June 15, 2027 Security: Amounts credited to the Commonwealth Security: Federal-Aid Highway Reimbursements and Transportation Fund, the primary sources of which are the amounts credited to the Commonwealth Transportation Motor Fuels Tax and Registry Fees Fund, the primary sources of which are the Motor Fuels Tax and Registry Fees, both subject to prior liens for certain Use of Proceeds: Proceeds from the Bonds will be used, senior obligations in part, to fund additional costs of the Accelerated Bridge Program and, in part, to advance refund a portion of the Use of Proceeds: Proceeds from the 2013A Notes will be Commonwealth’s Special Obligation Revenue Bonds, used to fund additional costs of the Accelerated Bridge Consolidated Loan of 2005, Series A Program Ratings on Parity Bonds: AAA/Aaa (S/M) Ratings on Parity Bonds: AAA/Aa2/AA+ (S/M/F) Ratings on 2013A Bonds: Expected on 10/29/13 Ratings on 2013A Bonds: Expected on 10/29/13 Optional Redemption: To be determined at pricing Optional Redemption: To be determined at pricing Expected Pricing Date: 11/5/2013 Expected Pricing Date: 11/6/2013 2013 Series A 2013 Series A Date (6/1) Amount Date (6/1) Amount Date (6/15) Amount 2023 8,580,000 2036 12,715,000 2016 18,480,000 2017 19,255,000 2028 5,510,000 2037 14,165,000 2018 20,065,000 2029 6,170,000 2038 15,770,000 2019 21,020,000 2030 6,750,000 2039 17,695,000 2020 22,020,000 2031 7,520,000 2040 19,785,000 2032 8,375,000 2041 22,075,000 2021 23,075,000 2033 9,380,000 2042 91,005,000 2022 24,175,000 2023 25,335,000 2034 10,400,000 2043 95,555,000 2024 26,550,000 2035 11,510,000 362,960,000 2025 27,880,000 2026 29,275,000 * Preliminary, subject to change 2027 30,735,000 Accelerated Bridge Program Financings, 2013 Series A 287,865,000 6 4 Introduction
Summary Details of CTF and GANs Credit Commonwealth Transportation Fund (CTF) Grant Anticipation Notes (GANs) Strong debt service coverage Closed senior lien with final payment this State fiscal year and federal fiscal year Strong Additional Bonds Test Two pronged Additional Bonds Test providing 4.0x MADS coverage Diverse and stable revenue stream “Double - Barrel” pledge of nearly than $1.2 Diverse revenue collection: daily (Registry billion in annual Net CTF Pledged Funds Fees) and monthly (Gas Tax) deposit of pledged revenues with bond trustee Strong debt service coverage The increased gas tax will generate $95 million a year in increased CTF Fund Pledged Requirement in both 1998 and 2010 Trust Revenues Agreements that debt service payments be funded with the trustee a year in advance Advanced monthly funding of principal and interest on accelerated 1/10 th and 1/5 th basis Long history of low volatility in federal transportation funding State constitutional dedication of CTF revenues to transportation purposes Commonwealth non-impairment covenant and covenant to maintain CTF rates and fees requiring at least 4x MADS coverage Accelerated Bridge Program Financings, 2013 Series A 7 5 Introduction
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