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Frost Bank Cabrera Capital Markets, Llc Hutchinsonshockeyerley&Co Raymond James | Morgan Keegan Siebert Brandford Shank & Co., L.L.C

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Frost Bank Cabrera Capital Markets, Llc Hutchinsonshockeyerley&Co Raymond James | Morgan Keegan Siebert Brandford Shank & Co., L.L.C OFFICIAL STATEMENT Dated: December 18, 2012 NEW ISSUE - Book-Entry-Only Ratings: Fitch: “A+” Moody’s: “A1” S&P: “A” (See “RATINGS” herein) In the opinion of Bond Counsel (defined below), assuming continuing compliance by the County (defined below) after the date of initial delivery of the Bonds (defined below), with certain covenants contained in the Order (defined below) and subject to the matters set forth under “TAX MATTERS” herein, interest on the Bonds for federal income tax purposes under existing statutes, regulations, published rulings, and court decisions (1) will be excludable from the gross income of the owners thereof pursuant to section 103 of the Internal Revenue Code of 1986, as amended (the “Code”) and (2) will not be included in computing the alternative minimum taxable income of the owners thereof who are individuals or, except as hereinafter described, corporations. (See “TAX MATTERS” herein.) $25,880,000 BEXAR COUNTY, TEXAS (A political subdivision of the State of Texas) TAX-EXEMPT VENUE PROJECT REVENUE REFUNDING BONDS (MOTOR VEHICLE RENTAL TAX), SERIES 2013 Dated Date: December 15, 2012 Due: August 15, as shown on p. ii hereof The Bexar County, Texas Tax-Exempt Venue Project Revenue Refunding Bonds (Motor Vehicle Rental Tax), Series 2013 (the “Bonds”) are being issued by the Commissioners Court (the “Court”) of Bexar County, Texas (the “County”) pursuant to the provisions of (i) Chapter 1207, as amended, Texas Government Code, (“Chapter 1207”) and (ii) an order (the “Order”) adopted on November 20, 2012 by the Court. As permitted by the provisions of Chapter 1207, the Court has, in the Order, delegated the authority to various County officials and employees to execute an approval certificate evidencing the final terms of sale with respect to, and finalizing certain characteristics of, the Bonds. This approval certificate was executed by an authorized County official on December 18, 2012. The Bonds constitute special, limited obligations of the County, payable solely from and secured by a lien on and pledge of certain County revenues (being, primarily, a first lien on and pledge of County revenues derived from the Motor Vehicle Rental Tax (defined herein) imposed on substantially all short-term motor vehicle rentals within the County). Proceeds from the sale of the Bonds will be used to (i) refund the County’s currently outstanding obligations, as identified in Schedule I attached hereto (the “Refunded Obligations”), (ii) fund a debt service reserve fund, and (iii) pay the costs of their issuance. Concurrently with the issuance of the Bonds, the County will also issue its Bexar County, Texas Tax-Exempt Venue Project Revenue Refunding Bonds (Combined Venue Tax), Series 2013. This other series of bonds is being issued to (i) refund the 2012 CVT Refunded Obligations (defined herein), (ii) fund an increase in the debt service reserve fund, and (iii) pay the costs of their issuance. This Official Statement describes only the Bonds and not these other bonds. The Bonds are payable solely from and secured by the lien on and pledge of the County revenues as provided in the Order, on parity with the outstanding Motor Vehicle Rental Tax Bonds and any Additional Motor Vehicle Rental Tax Bonds hereafter issued, and not from any other revenues, properties, or income of the County. Neither the State of Texas (the “State”) nor any political corporation, subdivision, or agency thereof (other than the County) will be obligated to pay the Bonds or interest thereon, and neither the faith and credit nor the ad valorem taxing power of the State or any political corporation, subdivision, or agency thereof is pledged to the payment of principal of or interest on the Bonds. No mortgage on any Venue Project (defined herein) or any other County property is created by the Order. The definitive Bonds will be issued as fully registered bonds in denominations of $5,000 or integral multiples thereof. When issued, the definitive Bonds will be registered in the name of Cede & Co., as registered holder and nominee for The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Bonds. Purchases of beneficial ownership interests in the Bonds will be made in book-entry form. Purchasers will not receive certificates representing their beneficial interest in the Bonds purchased. Interest on the Bonds accrues from their dated date specified above and is payable on August 15, 2013 and on each February 15 and August 15 thereafter until stated maturity or prior redemption. So long as DTC or its nominee is the registered owner of the Bonds, the principal of, premium, if any, and interest on the Bonds will be payable by the Paying Agent/Registrar, which initially is Wells Fargo Bank, National Association, Dallas, Texas, to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. SEE PAGE ii HEREIN FOR STATED MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, INITIAL YIELDS, CUSIP NUMBERS, AND REDEMPTION PROVISIONS FOR THE BONDS The Bonds are offered for delivery when, as and if issued and received by the initial purchasers thereof named below (the “Underwriters”) subject to the approval of legality by the Attorney General of the State of Texas and the approval of certain legal matters by Fulbright & Jaworski L.L.P., San Antonio, Texas, Bond Counsel. Certain legal matters will be passed upon for the Underwriters by their co-counsel, McCall, Parkhurst & Horton L.L.P. and Shelton & Valadez, P.C., both of San Antonio, Texas. The Bonds are expected to be available for initial delivery through the services of DTC on or about January 23, 2013. FROST BANK CABRERA CAPITAL MARKETS, LLC HUTCHINSONSHOCKEYERLEY&CO RAYMOND JAMES | MORGAN KEEGAN SIEBERT BRANDFORD SHANK & CO., L.L.C. $25,880,000 BEXAR COUNTY, TEXAS Tax-Exempt Venue Project Revenue Refunding Bonds (Motor Vehicle Rental Tax), Series 2013 MATURITY SCHEDULE CUSIP No. Prefix(1) 088518 $6,315,000 Serial Bonds Maturity CUSIP Maturity Date Principal Interest Initial No. Date Principal Interest Rate Initial CUSIP No. (8/15) Amount ($) Rate (%) Yield (%) Suffix(1) (8/15) Amount ($) (%) Yield (%) Suffix(1) 2014 380,000 2.000 0.950 JH9 2021 455,000 3.000 2.700 JQ9 2015 385,000 2.000 1.180 JJ5 2022 465,000 3.000 2.910 JR7 2016 395,000 2.000 1.310 JK2 2023 480,000 3.000 3.080 JS5 2017 405,000 3.000 1.640 JL0 2024 495,000 3.000 3.140 JT3 2018 415,000 3.000 1.870 JM8 2025 510,000 3.000 3.200 JU0 2019 425,000 3.000 2.160 JN6 2026 525,000 3.125 3.250 JV8 2020 440,000 3.000 2.470 JP1 2027 540,000 3.250 3.380 JW6 $19,565,000 Term Bonds $1,740,000 3.375% Term Bond due August 15, 2030; Priced to Yield 3.580%; CUSIP No. Suffix(1) JX4 $1,925,000 3.750% Term Bond due August 15, 2033; Priced to Yield 3.900%; CUSIP No. Suffix(1) JY2 $2,155,000 4.000% Term Bond due August 15, 2036; Priced to Yield 4.050%; CUSIP No. Suffix1) JZ9 $5,280,000 5.000% Term Bond due August 15, 2042; Priced to Yield 3.970%(2); CUSIP No. Suffix(1) KA2 $8,465,000 5.000% Term Bond due August 15, 2049; Priced to Yield 4.120%(2); CUSIP No. Suffix(1) KB0 (Accrued interest to be added from the Dated Date) Redemption The Bonds maturing on or after August 15, 2023 may be redeemed, in whole or in part, prior to stated maturity at the County’s option on August 15, 2022, or any date thereafter, at a price equal to the principal amount thereof, plus accrued interest to the date of redemption. The Term Bonds (hereinafter defined) are also subject to mandatory sinking fund redemption. (See “THE BONDS – Redemption” herein.) ______________________________________________________ (1) CUSIP numbers are included solely for the convenience of owners of the Bonds. CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor’s Financial Services LLC on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. None of the County, the Co-Financial Advisors, nor the Underwriters is responsible for the selection or correctness of the CUSIP numbers set forth herein. (2) Yield calculated based on the assumption that the Bonds denoted and sold at a premium will be redeemed on August 15, 2022, the first optional redemption date for the Bonds, at a price of par plus accrued interest. ii BEXAR COUNTY, TEXAS COUNTY OFFICIALS Length of Commissioners Court Service Term Expires Occupation Nelson W. Wolff, County Judge 11 years 2014 Businessman/Attorney Sergio “Chico” Rodriguez, Commissioner, Precinct One 8 years 2012* Public Official Paul Elizondo, Commissioner, Precinct Two 29 years 2014 Businessman Kevin Wolff, Commissioner, Precinct Three 4 years 2012* Businessman Tommy Adkisson, Commissioner, Precinct Four 13 years 2014 Attorney * Current term expires December 31, 2012; re-elected to serve another 4 year term beginning January 1, 2013. Length of Other Elected Officials Position Service in Position Sylvia S. Romo* County Tax Assessor/Collector 15 Years Donna Kay McKinney District Clerk 2 Years Susan D. Reed Criminal District Attorney 13 Years Gerard C. Rickhoff County Clerk 15 Years Amadeo Ortiz* Sheriff 4 Years * Did not seek reelection to this position in November 2012. Albert Uresti was elected as her successor and will take office on January 1, 2013.
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