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City of San Antonio PRELIMINARY OFFICIAL STATEMENT Dated April 16, 2018 Ratings: Fitch: “AA” Moody’s: “Aa2” S&P: “AA” NEW ISSUE – Book-Entry-Only (See “RATINGS” herein.) In the opinion of Co-Bond Counsel (named below), assuming continuing compliance by the City (defined below) after the date of initial delivery of the Bonds (defined below) with certain covenants contained in the Ordinance (defined below) pertaining to the Bonds 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”), to the date of initial delivery of the Bonds, and (2) will not be included in computing the alternative minimum taxable income of the owners thereof who are individuals or, except as herein described, corporations. (See “TAX MATTERS” herein.) $208,195,000* CITY OF SAN ANTONIO, TEXAS (A political subdivision of the State of Texas located primarily in Bexar County) WATER SYSTEM JUNIOR LIEN REVENUE AND REFUNDING BONDS, SERIES 2018A (NO RESERVE FUND) Dated Date: May 1, 2018 Due: May 15, as shown on inside cover Interest to Accrue from Date of Delivery GENERAL . The City of San Antonio, Texas (the “City”), acting on behalf and for the benefit of the San Antonio Water System (“SAWS”), is issuing its $208,195,000* Water System Junior Lien Revenue and Refunding Bonds, Series 2018A (No Reserve Fund) (the “Bonds”) pursuant to the Constitution and the general laws of the State of Texas, including particularly Chapter 1207, Texas Government Code, as amended (“Chapter 1207”), Chapter 1371, Texas Government Code, as amended (“Chapter 1371” and, together with Chapter 1207, the “Act”), Chapter 1502, Texas Government Code, as amended, the City’s Home Rule Charter, and an ordinance (the “Ordinance”) relating to the Bonds adopted by the City Council of the City (the “City Council”) on April 5, 2018. As permitted by the Act, the City Council has, in the Ordinance, delegated to certain authorized officials of the City and SAWS (each, an “Authorized Official”) the authority to establish final terms of sale of the Bonds. These final sales terms will be evidenced in an “Approval Certificate” to be executed by an Authorized Official at the time of sale of the Bonds. PAYMENT TERMS . Interest on the Bonds will accrue from their date of initial delivery to the initial purchasers thereof identified below (the “Underwriters”), will be payable on May 15 and November 15 of each year, commencing November 15, 2018, and will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The definitive Bonds will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”), acting as a securities depository (the “Securities Depository”), pursuant to the Book-Entry-Only System described herein. The City reserves the right to discontinue the use of the Securities Depository. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or integral multiples thereof. No physical delivery of the Bonds will be made to the owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the Paying Agent/Registrar 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 “THE BONDS – Book-Entry-Only System” herein). The initial Paying Agent/Registrar is UMB Bank, N.A., Dallas, Texas (see “THE BONDS – Paying Agent/Registrar” herein). SECURITY . The Bonds are special obligations of the City, payable, both as to principal and interest, solely from and secured by, together with the other currently outstanding Junior Lien Obligations (as described herein), a junior lien on and pledge of the Net Revenues (as defined herein) of the City’s combined water and wastewater system (the “System”) remaining after the City’s satisfaction of its debt service payment and reserve fund obligations, among other matters, relating to the Senior Lien Obligations (as described herein). The Reserve Fund (defined herein) providing additional security for certain of the outstanding Junior Lien Obligations does not additionally secure the Bonds. The City has not covenanted or obligated itself to pay the Bonds from money raised or to be raised from taxation (see “THE BONDS – Security and Source of Payment; Pledge of Net Revenues” herein). In the Ordinance, the City has authorized the SAWS Board of Trustees (the “Board”) to manage, operate, and maintain the System. PURPOSE . Proceeds from the sale of the Bonds will be used to provide funds for the purposes of (i) building, improving, extending, enlarging, equipping, and repairing the System, (ii) to refund certain currently outstanding Junior Lien Obligations for debt service savings and to refund certain currently outstanding hereinafter-defined Commercial Paper Notes (each, the “Refunded Obligations”) identified in Schedule I hereto to convert variable rate interim financing into fixed rate, long term financing, and (iii) paying the costs of issuance of the Bonds. CUSIP PREFIX: 79642B MATURITY SCHEDULE & 9 DIGIT CUSIP SEE SCHEDULE ON INSIDE COVER LEGALITY . The Bonds are offered for delivery when, as and if issued and received by the Underwriters named below, and subject to the approving opinion of the Attorney General of Texas and the approval of certain legal matters by Norton Rose Fulbright US LLP, San Antonio, Texas, and Kassahn & Ortiz, P.C., San Antonio, Texas, Co-Bond Counsel (see “APPENDIX D - FORM OF CO-BOND COUNSEL’S OPINION” herein). Certain legal matters will be passed upon for the City by the City Attorney, for the Board by its counsel, Langley & Banack, Incorporated, San Antonio, Texas, and for the Underwriters by their co-counsel, McCall, Parkhurst & Horton L.L.P., San Antonio, Texas and Mahomes Bolden PC, Dallas, Texas. DELIVERY . It is expected that the Bonds will be available for initial delivery through the services of DTC on or about May 23, 2018 (the “Date of Delivery”). J.P. MORGAN MESIROW FINANCIAL, INC. FTN FINANCIAL CAPITAL MARKETS LOOP CAPITAL MARKETS RAMIREZ & CO., INC. This Preliminary Official Statement and the information contained herein are subject to completion or amendment without notice. These securities may not be sold nor may offers to buy be accepted prior to the time Official Statement is to offers not be sold nor may These securities may This Preliminary contained herein are subject to completion or amendment without notice. Official Statement and the information solicitation any sale of these securitiesany jurisdiction buy nor shall there be in in which such offer, to Under no circumstances shall this Preliminary to sell or the solicitation of an offer Official Statement constitute an offer form. in final delivered such jurisdiction. prior of any or qualification under the securities to registration be unlawful laws or sale would * Preliminary; subject to change. MATURITY SCHEDULE* CUSIP NO.(1) PREFIX: 79642B $ 208,195,000* City of San Antonio, Texas Water System Junior Lien Revenue and Refunding Bonds, Series 2018A (No Reserve Fund) Stated CUSIP Stated Interest CUSIP Principal Maturity Interest Initial No.(1) Principal Maturity Rate Initial No.(1) Amount ($)* (May 15) Rate (%) Yield (%) Suffix Amount ($)* (May 15) (%) Yield (%) Suffix (Interest accrues from the Date of Delivery) REDEMPTION . The City has reserved the right, at its option, to redeem Bonds having stated maturities on and after May 15, 20__, in whole or in part, in principal amounts of $5,000 or any integral multiple thereof, on __________, 20__, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption. In addition, any Term Bonds (defined herein) will be subject to mandatory sinking fund redemption (See “THE BONDS – Redemption” herein.) * Preliminary, subject to change. (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 S&P Global Market Intelligence 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 City, the Board, the Co-Financial Advisors, or the Underwriters is responsible for the selection or correctness of the CUSIP numbers set forth herein. - ii - USE OF INFORMATION For purposes of compliance with Rule 15c2-12 of the United States Securities and Exchange Commission, as amended (“Rule 15c2-12”), and in effect on the date of this Preliminary Official Statement, this document constitutes an “official statement” of the City with respect to the Bonds that has been “deemed final” by the City as of its date except for the omission of no more than the information permitted by Rule 15c2-12. This Official Statement, which includes the cover page, the Schedule, and the Appendices hereto, does not constitute an offer to sell or the solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale. No dealer, broker, salesperson or other person has been authorized by the City, the Board, the Co-Financial Advisors, or the Underwriters to give information or to make any representation other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. The information set forth herein has been obtained from the City and other sources believed to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as a representation, promise, or guarantee of the Co-Financial Advisors or the Underwriters.
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