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Transbay Joint Powers Authority

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Transbay Joint Powers Authority NEW ISSUE – Book-Entry Only RATINGS: See “RATINGS” In the opinion of Bond Counsel, under existing law and assuming compliance with the tax covenants described herein, and the accuracy of certain representations and certifications made by the Authority, interest on the 2020 Tax-Exempt Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”). Bond Counsel is also of the opinion that interest on the 2020 Tax-Exempt Bonds is not treated as a preference item in calculating the alternative minimum tax imposed under the Code. Interest on the Senior 2020A-T Bonds is not excluded from gross income for federal income tax purposes. Bond Counsel is further of the opinion that interest on the 2020 Bonds is exempt from personal income taxes of the State of California (the “State”) under present State law. See “2020 TAX-EXEMPT BONDS TAX MATTERS” and “SENIOR 2020A-T BONDS TAX MATTERS” in this Official Statement regarding certain other tax considerations. TRANSBAY JOINT POWERS AUTHORITY $189,480,000 $28,355,000 Senior Tax Allocation Bonds Senior Tax Allocation Bonds Series 2020A (Tax-Exempt) (Green Bonds) Series 2020A-T (Federally Taxable) (Green Bonds) $53,370,000 Subordinate Tax Allocation Bonds Series 2020B (Tax-Exempt) (Green Bonds) Dated: Date of Delivery Due: October 1, as shown on inside cover Bonds. The Transbay Joint Powers Authority (the “Authority”) is issuing the above-captioned bonds (the “Senior 2020A Bonds,” the “Senior 2020A-T Bonds,” and the “Subordinate 2020B Bonds” and, collectively, the “2020 Bonds”). The Senior 2020A Bonds and the Subordinate 2020B Bonds are referred to herein as the “2020 Tax-Exempt Bonds.” The Senior 2020A Bonds and the Senior 2020A-T Bonds are referred to herein as the “Senior 2020 Bonds.” The 2020 Bonds are being issued pursuant to an Indenture of Trust, dated as of June 1, 2020 (the “Indenture”), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Interest on the 2020 Bonds is payable on April 1 and October 1 of each year, commencing on October 1, 2020, until maturity or prior redemption at the rates set forth on the inside front coverage page hereof. Purpose. Proceeds from the sale of the 2020 Bonds will be applied to: (i) refinance a loan from the United States Department of Transportation used to finance a portion of the costs related to the construction and the design of Phase 1 and Phase 2 of the Transbay Program (as defined and explained in more detail herein), (ii) finance certain additional costs associated with the construction and the design of Phase 1 and Phase 2 of the Transbay Program, including, but not limited to, payment of certain judgment or settlement obligations arising from litigation or other disputes relating to past or future Phase 1 or Phase 2 Transbay Program construction or design activities, and other related costs, (iii) fund a debt service reserve for the Senior 2020 Bonds, (iv) fund a debt service reserve for the Subordinate 2020B Bonds, and (v) pay costs of issuance of the 2020 Bonds, all as further described herein. See “PLAN OF FINANCING” and “TRANSBAY PROGRAM” herein. Security. The Senior 2020 Bonds are payable from and secured by (i) a pledge of, security interest in and lien on Pledged Revenues (defined herein) and (ii) amounts in certain funds and accounts held by the Trustee under the Indenture, including the Senior Bonds Reserve Account, as described in this Official Statement. The Subordinate 2020B Bonds are payable from and secured by (i) a pledge of, security interest in and lien on Pledged Revenues that is subordinate to the payment of debt service on the Senior 2020 Bonds and the replenishment of the Senior Bond Reserve Account, and (ii) amounts in certain funds and accounts held by the Trustee under the Indenture, including the Subordinate Bonds Reserve Account, as described in this Official Statement. “Pledged Revenues” means all Net Tax Increment (as defined and explained in more detail herein) attributable to the Former State Owned Parcels (as defined herein) to which the Authority is entitled under the Transbay Redevelopment Project Tax Increment Allocation and Sales Proceeds Pledge Agreement (the “Pledge Agreement”). Book-Entry. The 2020 Bonds will be issued in fully registered form 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 of the 2020 Bonds. Redemption. The 2020 Bonds will be subject to optional redemption and mandatory sinking account redemption prior to their maturity as described in this Official Statement. The Subordinate 2020B Bonds will be also subject to mandatory redemption from Excess Pledged Revenues. See “2020 BONDS – Redemption” herein. Limited Obligations. The 2020 Bonds are special obligations of the Authority payable from and secured by a pledge and lien on (1) Pledged Revenues, as described in the Indenture, and (2) amounts in certain funds and accounts held by the Trustee in the Indenture. The2020 Bonds are not debts, liabilities or obligations of the City and County of San Francisco (the “City”), any member agency of the Authority, the Successor Agency to the Redevelopment Agency of the City and County of San Francisco (the “Successor Agency”), the State of California (the “State”), or any of its political subdivisions, and neither said City, said member agencies, said Successor Agency, said State, nor any of its political subdivisions is liable thereon, nor in any event shall the 2020 Bonds be payable out of any funds or properties other than Pledged Revenues. The 2020 Bonds do not constitute an indebtedness in contravention of any constitutional or statutory debt limitation or restriction. This cover page contains certain information for general reference only. It is not intended to be a summary of all factors relating to an investment in the 2020 Bonds. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. Capitalized terms used and not defined on this cover page have the meanings set forth in this Official Statement. For a discussion of some of the risks associated with a purchase of the 2020 Bonds, see “RISK FACTORS.” The 2020 Bonds are offered when, as and if issued and accepted by the Underwriters, subject to the approval as to their legality by Nixon Peabody LLP, Bond Counsel. Nixon Peabody LLP also serves as Disclosure Counsel to the Authority in connection with the issuance of the 2020 Bonds. Certain legal matters will also be passed upon for the Authority by its General Counsel. Certain legal matters will be passed upon for the Underwriters by their counsel, Stradling Yocca Carlson & Rauth, a Professional Corporation. It is anticipated that the 2020 Bonds will be available for delivery in book-entry form through the facilities of DTC on or about June 25, 2020. Citigroup Dated: June 17, 2020 MATURITY SCHEDULE $189,480,000 TRANSBAY JOINT POWERS AUTHORITY Senior Tax Allocation Bonds Series 2020A (Tax-Exempt) (Green Bonds) $87,980,000 Serial Bonds Maturity Date Principal Interest CUSIP† (October 1) Amount Rate Yield Price (Base: 89356C) 2020 $1,735,000 5.000% 1.020% 101.055 AA4 2025 3,330,000 5.000 1.340 118.549 AB2 2026 3,500,000 5.000 1.530 120.657 AC0 2027 3,675,000 5.000 1.690 122.542 AD8 2028 3,855,000 5.000 1.830 124.214 AE6 2029 4,050,000 5.000 1.930 125.932 AF3 2030 4,255,000 5.000 2.030* 126.189 AG1 2031 4,465,000 5.000 2.170* 124.783 AH9 2032 4,690,000 5.000 2.320* 123.297 AJ5 2033 4,925,000 5.000 2.410* 122.415 AK2 2034 5,170,000 5.000 2.440* 122.123 AL0 2035 5,430,000 5.000 2.490* 121.638 AM8 2036 6,260,000 5.000 2.530* 121.252 AN6 2037 7,575,000 5.000 2.570* 120.867 AP1 2038 7,950,000 5.000 2.610* 120.483 AQ9 2039 8,350,000 5.000 2.650* 120.101 AR7 2040 8,765,000 5.000 2.690* 119.720 AS5 $50,865,000 5.000% Term Bonds due October 1, 2045, Yield 2.710%*; Price: 119.531; CUSIP†: AT3 $50,635,000 5.000% Term Bonds due October 1, 2049, Yield 2.750%*; Price: 119.152; CUSIP†: AU0 ___________________ * Yield to optional redemption date of April 1, 2030 at par. † CUSIP is a registered trademark of the American Bankers Association. CUSIP data in this Official Statement is provided by CUSIP Global Services, managed by S&P Capital IQ on behalf of the American Bankers Association. CUSIP © 2020 CUSIP Global Services. All rights reserved. This data is not intended to create a database and does not serve in any way as a substitute for CUSIP Global Services. CUSIP numbers are provided for convenience of reference only. Neither the Authority nor the Underwriters takes any responsibility for the accuracy of such numbers. The CUSIP number for a specific maturity is subject to being changed after the execution and delivery of the 2020 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the 2020 Bonds.
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