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San Francisco Bay Area Rapid Transit District

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San Francisco Bay Area Rapid Transit District PRELIMINARY OFFICIAL STATEMENT DATED MAY 2, 2017 NEW ISSUE – BOOK ENTRY ONLY RATINGS: Moody’s: Aaa Standard & Poor’s: AAA See “Ratings” herein. In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the District, 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 Tax-Exempt Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986. In the further opinion of Bond Counsel, interest on the Tax-Exempt 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. Bond Counsel is also of the opinion that interest on the 2017 Bonds is exempt from State of California personal income taxes. Bond Counsel further observes that interest on the Taxable Bonds is not excluded from gross income for federal income tax purposes under Section 103 of the Code. 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 2017 Bonds. See “TAX MATTERS” herein. $388,850,000* SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT GENERAL OBLIGATION BONDS $280,890,000* $19,110,000* $88,850,000* (ELECTION OF 2016), (ELECTION OF 2016), (ELECTION OF 2004), 2017 SERIES A-1 2017 SERIES A-2 (FEDERALLY 2017 REFUNDING (GREEN BONDS) TAXABLE) (GREEN BONDS) SERIES E (GREEN BONDS) Dated: Date of Delivery Due: August 1, as shown on inside cover The San Francisco Bay Area Rapid Transit District General Obligation Bonds (Election of 2016), 2017 Series A-1 (Green Bonds) (the “2017A-1 Bonds”) and 2017 Series A-2 (Federally Taxable) (Green Bonds) (the “2017A-2 Bonds” or the “Taxable Bonds” and, together with the 2017A-1 Bonds, the “2017A Bonds”) are being issued to finance specific acquisition, construction and improvement projects approved by the voters and to pay the costs of issuance of the 2017A Bonds. The San Francisco Bay Area Rapid Transit District General Obligation Bonds (Election of 2004), 2017 Refunding Series E (Green Bonds) (the “2017E Bonds” and, together with the 2017A-1 Bonds, the “Tax-Exempt Bonds” and, collectively with the 2017A-2 Bonds, the “2017 Bonds”) are being issued to refund certain outstanding general obligation bonds of the District and to pay the costs of issuance of the 2017E Bonds. The 2017 Bonds are deliverable 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”). Individual purchases of the 2017 Bonds will be made in principal amounts of $5,000 and integral multiples thereof and will be in book-entry form only. Purchasers of the 2017 Bonds will not receive bonds representing their beneficial ownership in the 2017 Bonds but will receive a credit balance on the books of their respective DTC Direct Participants or DTC Indirect Participants. The 2017 Bonds will not be transferable or exchangeable except for transfer to another nominee of DTC or as otherwise described herein. Principal on the 2017 Bonds is payable in the amounts and on the dates set forth on the inside cover. Interest on the 2017 Bonds, which is payable on February 1 and August 1 of each year, commencing August 1, 2017, and the principal of the 2017 Bonds is payable by U.S. Bank National Association, as trustee, to Cede & Co., and such interest and principal payments are to be disbursed to the beneficial owners of the 2017 Bonds through their respective DTC Direct Participants or DTC Indirect Participants. The 2017 Bonds are general obligations of the San Francisco Bay Area Rapid Transit District (the “District”), payable from and secured solely by ad valorem taxes to be levied upon all property subject to taxation by the District, without limitation as to rate or amount (except for certain personal property which is taxable at limited rates) levied in Alameda and Contra Costa Counties and the City and County of San Francisco, as more fully described herein. No other revenues of the District are pledged to the payment of the 2017 Bonds. The 2017 Bonds are subject to optional and mandatory redemption prior to maturity as described herein. This cover page contains certain information for reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The 2017 Bonds are offered when, as and if issued by the District and received by the Underwriters, subject to the approving opinion of Orrick, Herrington & Sutcliffe LLP, San Francisco, California, Bond Counsel to the District. Certain legal matters will be passed upon for the Underwriters by their counsel, Curls Bartling P.C., and for the District by its General Counsel, Matthew Burrows, Esq., and by Orrick, Herrington & Sutcliffe LLP, Disclosure Counsel to the District. The 2017 Bonds in book-entry-only form are expected to be delivered through the facilities of DTC on or about June 1, 2017. Barclays STIFEL Alamo Capital Backstrom McCarley Berry & Co., LLC BofA Merrill Lynch Blaylock Van, LLC Citigroup Fidelity Capital Markets Goldman Sachs & Co. LLC J.P. Morgan Morgan Stanley Raymond James Siebert Cisneros Shank & Co., L.L.C. Dated: _______________, 2017 This Preliminary Official Statement and the information contained herein are subject to completion and amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to offer an of solicitation or the sell to Preliminary this shall circumstances no Under offer an constitute Statement Official This Preliminary amendment. and completion to are subject herein contained the information and Statement Official prior of such jurisdiction. or qualification under the securities to registration be unlawful laws solicitation, or sale would jurisdiction sale of the Bonds in any in which such offer, nor shall there be any buy, * Preliminary, subject to change. MATURITY SCHEDULES* SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT GENERAL OBLIGATION BONDS (ELECTION OF 2016), 2017 SERIES A-1 BONDS (GREEN BONDS) $280,890,000* SERIAL BONDS Maturity CUSIP Date Principal Interest (Base: (August 1) Amount Rate Yield 797661)§ 2018 $4,600,000 2019 4,740,000 2020 4,930,000 2021 5,175,000 2022 5,435,000 2023 5,705,000 2024 5,990,000 2025 6,290,000 2026 6,605,000 2027 6,935,000 2028 7,285,000 2029 7,645,000 2030 8,030,000 2031 8,430,000 2032 8,685,000 2033 9,120,000 2034 9,405,000 2035 9,875,000 2036 10,205,000 2037 10,715,000 2038† 11,250,000 2039† 11,700,000 2040† 12,170,000 2041† 12,655,000 2042† 13,165,000 2043† 13,690,000 2044† 14,240,000 2045† 14,805,000 2046† 15,400,000 2047† 16,015,000 SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT GENERAL OBLIGATION BONDS (ELECTION OF 2016), 2017 SERIES A-2 BONDS (FEDERALLY TAXABLE) (GREEN BONDS) $19,110,000* SERIAL BONDS‡ Maturity CUSIP Date Principal Interest (Base: (August 1) Amount Rate Yield 797661)§ 2017 $19,110,000 * Preliminary, subject to change. † May be consolidated into term bonds maturing on August 1, 2042 and August 1, 2047. ‡ Barclays Capital Inc. and Stifel, Nicolaus & Company Incorporated are the sole Underwriters of the 2017A-2 Bonds. § CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright © 2017 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP numbers are provided for convenience only and neither the District nor the Underwriters takes any responsibility for the accuracy thereof. The CUSIP numbers are subject to being changed after the issuance of the 2017 Bonds as a result of various subsequent actions, including, but not limited to, a refunding, in whole or in part of the 2017 Bonds. SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT GENERAL OBLIGATION BONDS (ELECTION OF 2004), 2017 REFUNDING SERIES E BONDS (GREEN BONDS) $88,850,000* SERIAL BONDS Maturity CUSIP Date Principal Interest (Base: (August 1) Amount Rate Yield 797661)† 2018 $4,515,000 2019 5,225,000 2020 6,065,000 2021 380,000 2022 240,000 2023 250,000 2024 265,000 2025 280,000 2026 290,000 2027 305,000 2028 320,000 2029 340,000 2030 355,000 2031 375,000 2032 390,000 2033 410,000 2034 430,000 2035 450,000 2036 32,810,000 2037 35,155,000 * Preliminary, subject to change. † CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright © 2017 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP numbers are provided for convenience only and neither the District nor the Underwriters takes any responsibility for the accuracy thereof. The CUSIP numbers are subject to being changed after the issuance of the 2017 Bonds as a result of various subsequent actions, including, but not limited to, a refunding, in whole or in part of the 2017 Bonds.
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