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Fresno Joint Powers Financing Authority NEW ISSUES — FULL BOOK-ENTRY RATINGS: (See “RATINGS”) In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Authority, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2017A Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and interest on the Series 2017A/B Bonds is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the Series 2017A Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Interest on the Series 2017B Bonds is not excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Series 2017A/B Bonds. See “TAX MATTERS.” $122,360,000 $23,920,000 FRESNO JOINT POWERS FINANCING AUTHORITY FRESNO JOINT POWERS FINANCING AUTHORITY LEASE REVENUE REFUNDING BONDS LEASE REVENUE REFUNDING BONDS (MASTER LEASE PROJECTS) (MASTER LEASE PROJECTS) SERIES 2017A SERIES 2017B (FEDERALLY TAXABLE) Dated: Date of Delivery Due: April 1, as shown on inside cover The Fresno Joint Powers Financing Authority (the “Authority”) is issuing $122,360,000 principal amount of Fresno Joint Powers Financing Authority Lease Revenue Refunding Bonds (Master Lease Projects), Series 2017A (the “Series 2017A Bonds”) and $23,920,000 principal amount of Fresno Joint Powers Financing Authority Lease Revenue Refunding Bonds (Master Lease Projects), Series 2017B (Federally Taxable) (the “Series 2017B Bonds” and together with the Series 2017A Bonds, the “Series 2017A/B Bonds” and each, a “Series”) to: (i) make deposits to irrevocable escrows to refund certain outstanding bonds issued by the Authority described herein (collectively, the “Refunded Bonds”); and (ii) pay certain costs associated with the issuance of the Series 2017A/B Bonds, including the premiums for the Policy and the Reserve Account Policy (each as defined below). See “PLAN OF FINANCE” and “ESTIMATED SOURCES AND USES OF FUNDS.” The Series 2017A/B Bonds are being issued pursuant to a Master Trust Agreement dated as of April 1, 2008 (the “Master Trust Agreement”), as previously amended and supplemented, including as further amended and supplemented by the Third Supplemental Trust Agreement, dated as of May 1, 2017 (the “Third Supplemental Trust Agreement”), each by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Master Trust Agreement as previously amended and supplemented and as further amended and supplemented by the Third Supplemental Trust Agreement is referred to as the “Trust Agreement.” Interest on the Series 2017A/B Bonds is payable semi-annually on April 1 and October 1 of each year, commencing on October 1, 2017. Principal on the Series 2017A/B Bonds is payable on April 1 of each year as set forth on the inside cover. The Series 2017A/B Bonds will each be issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”), and will be available to ultimate purchasers (“Beneficial Owners”) in denominations of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC, only through brokers and dealers who are, or act through, DTC participants. Beneficial Owners will not be entitled to receive delivery of the Series 2017A/B Bonds. Payments of principal, interest and premium, if any, on the Series 2017A/B Bonds will be payable by the Trustee to DTC or its nominee, so long as DTC or its nominee remains the registered owner of the Series 2017A/B Bonds. 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 APPENDIX F–“DTC AND THE BOOK-ENTRY ONLY SYSTEM.” The Series 2017A/B Bonds are subject to redemption by the Authority prior to maturity as described herein. See “THE SERIES 2017A/B BONDS–Series 2017A Bonds Optional Redemption,” “–Series 2017B Bonds Optional Redemption” and “–Redemption Provisions Applicable to Both Series of Bonds.” The Series 2017A/B Bonds and the interest thereon are payable from, and secured by a pledge of, and charge and lien upon Revenues consisting primarily of Base Rental Payments to be paid by the City of Fresno (the “City”) to the Authority pursuant to a Master Facilities Sublease, dated as of April 1, 2008 (the “Master Sublease”), as previously amended and supplemented, including as amended and supplemented by a Third Amendment to Master Facilities Sublease, dated as of May 1, 2017, each by and between the Authority and the City, for beneficial use and occupancy of certain real property and the improvements thereon (collectively, the “Facilities”). The Master Sublease as previously amended and supplemented and as further amended and supplemented by the Third Amendment to Master Facilities Sublease is referred to as the “Sublease.” See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS–Base Rental Payments” and “THE FACILITIES.” Certain of the Authority’s previously issued Series 2008A Bonds, Series 2008C Bonds and Series 2008F Bonds, each as defined herein, will remain outstanding under the Trust Agreement following delivery of the Series 2017A/B Bonds and are payable on a parity with the Series 2017A/B Bonds. The Series 2008A Bonds, the Series 2008C Bonds and the Series 2008F Bonds remaining outstanding, the Series 2017A/B Bonds and any Additional Bonds are referred to herein as the “Bonds.” On the date of the delivery of the Series 2017A/B Bonds, the Authority will deposit a debt service reserve insurance policy (the “Reserve Account Policy”) issued by the Bond Insurer in the amount of the Reserve Account Requirement for deposit into the Reserve Account. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS– Reserve Account.” The Series 2017A/B Bonds are limited obligations of the Authority and are not secured by a legal or equitable pledge of, or charge or lien upon, any property of the Authority or any of its income or receipts, except the Revenues. Neither the full faith and credit nor the taxing power of the City, the State of California or any political subdivision thereof is pledged for the payment of the principal of or premium, if any, or interest on the Series 2017A/B Bonds. The obligation of the City to make Base Rental Payments under the Sublease does not constitute a debt, liability or obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. The Authority has no taxing power. This cover contains certain information for general reference only. It is not a summary of this issue. Investors are strongly advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision, including “CERTAIN BONDOWNERS’ RISKS.” The scheduled payment of principal of and interest on the Series 2017A Bonds maturing on April 1, 2022 to and including April 1, 2037, and on April 1, 2039, and the Series 2017B Bonds maturing on April 1, 2022 to and including April 1, 2027 and on April 1, 2031 (collectively, the “Insured Series 2017A/B Bonds”) when due will be guaranteed under a municipal bond insurance policy for the Series 2017A/B Bonds to be issued concurrently with the delivery of the Insured Series 2017A/B Bonds by Assured Guaranty Municipal Corp. See “BOND INSURANCE.” The Series 2017A/B Bonds are offered when, as and if issued by the Authority and received by the Underwriters, subject to the approval of validity by Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Authority, and to certain other conditions. Certain matters will be passed upon for the Authority and the City by the City Attorney of the City of Fresno and for the Authority and the City by Schiff Hardin LLP, San Francisco, California, Disclosure Counsel. Quint & Thimmig LLP, Larkspur, California is serving as counsel to the Underwriters. It is expected that the Series 2017A/B Bonds in book-entry form will be available for delivery through the facilities of DTC in New York, New York, on or about May 10, 2017. Raymond James Barclays Stifel Dated: April 19, 2017 MATURITY SCHEDULE $122,360,000 CITY OF FRESNO LEASE REVENUE REFUNDING BONDS (MASTER LEASE PROJECTS) SERIES 2017A $115,960,000 Serial Series 2017A Bonds Maturity Principal Interest CUSIP No.† (April 1) Amount Rate Yield (358184) 2018 $3,500,000 5.000% 1.140% PE3 2019 8,910,000 5.000 1.350 PF0 2020 9,345,000 5.000 1.530 PG8 2021 8,785,000 5.000 1.710 PH6 2022†† 7,165,000 5.000 1.780 PJ2 2023†† 8,130,000 5.000 1.980 PK9 2024†† 7,270,000 5.000 2.170 PL7 2025†† 5,425,000 5.000 2.360 PM5 2026†† 4,970,000 5.000 2.530 PN3 2027†† 5,205,000 5.000 2.650 PP8 2028†† 4,915,000 5.000 2.750 c PQ6 2029†† 5,155,000 5.000 2.870 c PR4 2030†† 4,045,000 5.000 2.970 c PS2 2031†† 5,695,000 5.000 3.060 c PT0 2032†† 4,605,000 5.000 3.120 c PU7 2033†† 4,835,000 5.000 3.180 c PV5 2034†† 5,075,000 5.000 3.220 c PW3 2035†† 5,320,000 5.000 3.270 c PX1 2036†† 3,715,000 5.000 3.300 c PY9 2037†† 3,895,000 5.000 3.330 c PZ6 $6,400,000 3.750% Term Bonds Due April 1, 2039††, Yield: 3.880%, CUSIP No.†: 358184QA0 _______________ † Copyright © 2017 CUSIP Global Services.
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