Official Statement Airport Commission of the City and County Of
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SAN FRANCISCO INTERNATIONAL AIRPORT SECOND SERIES REVENUE BONDS 2014A/B Official Statement Airport Commission of the City and County of San Francisco San Francisco International Airport Second Series Revenue Bonds Series 2014A/B NEW ISSUE—BOOK-ENTRY ONLY RATINGS: Moody’s: A1 S&P: A+ Fitch: A+ (See “Ratings”) In the opinion of Kutak Rock LLP and Amira Jackmon, Attorney at Law, Co-Bond Counsel to the Commission, under existing laws, regulations, rulings and judicial decisions and assuming the accuracy of certain representations and continuing compliance with certain covenants, interest on the Series 2014A/B Bonds is excluded from gross income for federal income tax purposes, except for interest on any Series 2014A Bond for any period during which such Series 2014A Bond is held by a “substantial user” of the facilities financed or refinanced by the Series 2014A Bonds, or a “related person” within the meaning of Section 147(a) of the Internal Revenue Code of 1986, as amended. Co-Bond Counsel are further of the opinion that (a) interest on the Series 2014A Bonds is a specific item of tax preference for purposes of the federal alternative minimum tax and (b) interest on the Series 2014B Bonds is not a specific item of tax preference for purposes of the federal alternative minimum tax, except that interest on the Series 2014B Bonds will be included in a corporate taxpayer’s adjusted current earnings for purposes of computing its federal alternative minimum tax. Co-Bond Counsel are further of the opinion that interest on the Series 2014A/B Bonds is exempt from State of California personal income taxes. See “TAX MATTERS” herein. $473,610,000 AIRPORT COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO SAN FRANCISCO INTERNATIONAL AIRPORT SECOND SERIES REVENUE BONDS SERIES 2014A/B $376,320,000 $97,290,000 Series 2014A Series 2014B (AMT) (Non-AMT/Governmental Purpose) Dated: Date of Delivery Due: As shown on the inside cover The Airport Commission (the “Commission”) of the City and County of San Francisco (the “City”) will issue $473,610,000 principal amount of its San Francisco International Airport Second Series Revenue Bonds, Series 2014A/B (the “Series 2014A/B Bonds”) comprised of: $376,320,000 principal amount of Series 2014A Bonds (the “Series 2014A Bonds”) and $97,290,000 principal amount of Series 2014B Bonds (the “Series 2014B Bonds”) pursuant to the terms of the 1991 Master Resolution. The San Francisco International Airport (the “Airport”) is a department of the City. The Bank of New York Mellon Trust Company, N.A. has been appointed by the Commission to act as Trustee for its Bonds, including the Series 2014A/B Bonds. Proceeds of the Series 2014A/B Bonds will be used to finance and refinance (through the repayment of Commercial Paper Notes) a portion of the costs of the Capital Plan (described herein); to fund a deposit to the Original Reserve Account (described herein); to pay capitalized interest on the Series 2014A/B Bonds; and to pay costs of issuance of the Series 2014A/B Bonds. The Series 2014A/B Bonds will mature on the dates and bear interest at the rates shown on the inside cover of this Official Statement. Interest on the Series 2014A/B Bonds will be payable each May 1 and November 1, commencing November 1, 2014. The Series 2014A/B Bonds are subject to optional and mandatory redemption prior to their stated maturity dates as described herein. The Series 2014A/B Bonds will be issued only as fully registered bonds, registered in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company, New York, New York (“DTC”). So long as Cede & Co. is the registered owner of any Series 2014A/B Bonds, payment of the principal of and interest on the Series 2014A/B Bonds will be made to Cede & Co. as nominee of DTC, which is required in turn to remit such principal and interest to the DTC Participants for subsequent disbursement to the Beneficial Owners. The Series 2014A/B Bonds are special, limited obligations of the Commission, payable as to principal and interest solely out of, and secured by a pledge of and lien on, the Net Revenues of the Airport and the funds and accounts provided for in the 1991 Master Resolution. Neither the credit nor taxing power of the City and County of San Francisco is pledged to the payment of the principal of or interest on the Series 2014A/B Bonds. No holder of a Series 2014A/B Bond shall have the right to compel the exercise of the taxing power of the City and County of San Francisco to pay the principal of or the interest on the Series 2014A/B Bonds. The Commission has no taxing power whatsoever. The Series 2014A/B Bonds are offered when, as and if issued by the Commission and received by the Underwriters, subject to approval of legality by Kutak Rock LLP and Amira Jackmon, Attorney at Law, Co-Bond Counsel to the Commission, and certain other conditions. Certain legal matters will be passed upon for the Commission by Nixon Peabody LLP, Disclosure Counsel, and by the City Attorney, and for the Underwriters by their counsel, Hawkins Delafield & Wood LLP. The Commission expects to deliver the Series 2014A/B Bonds through the facilities of DTC on or about September 24, 2014, against payment therefor. J.P. Morgan RBC Capital Markets BofA Merrill Lynch Barclays Goldman, Sachs & Co. Dated: September 16, 2014 $473,610,000 AIRPORT COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO SAN FRANCISCO INTERNATIONAL AIRPORT SECOND SERIES REVENUE BONDS SERIES 2014A/B $376,320,000 $97,290,000 Series 2014A Series 2014B (AMT) (Non-AMT/Governmental Purpose) MATURITY SCHEDULE $376,320,000 2014A Bonds Maturity Date (May 1) Principal Interest Rate Yield(1) CUSIP† No. 2039 $41,895,000 5.000% 3.820% 79766DFD6 2040 63,620,000 5.000 3.850 79766DFE4 $270,805,000 5.000% Series 2014A Term Bonds maturing May 1, 2044 Priced to Yield 3.910%(1) (CUSIP No. 79766DFC8) $97,290,000 2014B Bonds $97,290,000 5.000% Series 2014B Term Bonds maturing May 1, 2044 Priced to Yield 3.580%(1) (CUSIP No. 79766DFF1) (1) The Underwriters provided the initial reoffering yields and prices. Priced to par call on May 1, 2024. † Copyright 2014, American Bankers Association. CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services (CGS), which is managed on behalf of The American Bankers Association by S&P Capital IQ. This information is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP numbers have been assigned by an independent company not affiliated with the Commission or the Underwriters and are included solely for the convenience of the registered owners of the applicable Series 2014A/B Bonds. Neither the Commission nor the Underwriters are responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the applicable Series 2014A/B Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the execution and delivery of the Series 2014A/B 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 Series 2014A/B Bonds. CITY AND COUNTY OF SAN FRANCISCO Edwin M. Lee, Mayor Dennis J. Herrera, City Attorney Benjamin Rosenfield, Controller José Cisneros, Treasurer AIRPORT COMMISSION Larry Mazzola, President Linda S. Crayton, Vice President Richard J. Guggenhime Eleanor Johns Peter A. Stern John L. Martin, Airport Director BOARD OF SUPERVISORS OF THE CITY AND COUNTY OF SAN FRANCISCO David Chiu, District 3, President Eric Mar, District 1 Norman Yee, District 7 Mark Farrell, District 2 Scott Wiener, District 8 Katy Tang, District 4 David Campos, District 9 London Breed, District 5 Malia Cohen, District 10 Jane Kim, District 6 John Avalos, District 11 CONSULTANTS AND ADVISORS CO-FINANCIAL ADVISORS CO-BOND COUNSEL Public Financial Management, Inc. Kutak Rock LLP San Francisco, California Denver, Colorado Backstrom McCarley Berry & Co., LLC Amira Jackmon, Attorney at Law San Francisco, California Berkeley, California AIRPORT CONSULTANT DISCLOSURE COUNSEL LeighFisher Nixon Peabody LLP Burlingame, California San Francisco, California TRUSTEE AUDITOR The Bank of New York Mellon Trust Company, N.A. KPMG LLP Los Angeles, California San Francisco, California Information Provided by the Commission and by Third Parties. This Official Statement presents information with respect to the Commission and the Airport. The information contained herein has been obtained from officers, employees and records of the Commission and from other sources believed to be reliable. The Commission and the City each maintain a website. Unless specifically indicated otherwise, the information presented on those websites is not incorporated by reference as part of this Official Statement and should not be relied upon in making investment decisions with respect to the Series 2014A/B Bonds. Limitation Regarding Offering. No broker, dealer, salesperson or any other person has been authorized to give any information or to make any representations, other than those contained in this Official Statement, in connection with the offering of the Series 2014A/B Bonds, and if given or made, such information or representations must not be relied upon as having been authorized by the City or the Commission. This Official Statement does not constitute an offer to sell, or the solicitation from any person of an offer to buy, nor shall there be any sale of the Series 2014A/B Bonds by any person in any jurisdiction where such offer, solicitation or sale would be unlawful.