Series 2010FG Official Statement
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SAN FRANCISCO INTERNATIONAL AIRPORT SECOND SERIES REVENUE BONDS SERIES 2010F/G Official Statement Airport Commission City and County of San Francisco San Francisco International Airport Second Series Revenue Bonds Series 2010F/G _N_E_W___I_S_S_U_E__-_B_O_O__K__-E__N_T__R_Y__O_N__L_Y _ R__A_T__I_N_G__S_ : Moody’s: A1 S&P: A Fitch: A+ (See “R ATINGS ”) In the opinion of Kutak Rock LLP and Ronald E. Lee, Esq., 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 2010F/G Bonds is excluded from gross income for federal income tax purposes, except for interest on any 2010F Bond for any period during which such 2010F Bond is held by a “substantial user” of the facilities financed and refinanced by the 2010F 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 interest on the Series 2010F/G Bonds is not a specific preference item for purposes of the federal alternative minimum tax. Co-Bond Counsel are further of the opinion that interest on the 2010F/G Bonds is exempt from State of California personal income taxes. See “T AX MATTERS ” herein. $128,460,000 AIRPORT COMMISSION CITY AND COUNTY OF SAN FRANCISCO, CALIFORNIA SAN FRANCISCO INTERNATIONAL AIRPORT SECOND SERIES REVENUE BONDS SERIES 2010F/G $121,360,000 $7,100,000 Series 2010F Series 2010G (Non-AMT/Private Activity) (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 will issue $128,460,000 aggregate principal amount of its San Francisco International Airport Second Series Revenue Bonds, Series 2010F/G, comprised of: $121,360,000 principal amount of Series 2010F Bonds (the “2010F Bonds”) and $7,100,000 principal amount of Series 2010G Bonds (the “2010G Bonds,” and together with the 2010F Bonds, the “2010F/G Bonds”) pursuant to Commission Resolution No. 91-0210, adopted on December 3, 1991 (the “1991 Resolution”), as amended and supplemented (the “1991 Master Resolution”). The 2010F/G Bonds will mature on the dates shown on the inside cover. See “D ESCRIPTION OF THE 2010F/G B ONDS .” The San Francisco International Airport (the “Airport”) is a department of the City and County of San Francisco (the “City”). The Commission is responsible for the operation and management of the Airport. See “S AN FRANCISCO INTERNATIONAL AIRPORT .” Proceeds of the 2010F/G Bonds will be used, together with other available moneys, to: refund certain outstanding commercial paper notes of the Commission (the “Refunded Bonds”); fund a deposit into the Pooled Reserve Account (defined herein) and pay certain costs associated with the issuance of the 2010F/G Bonds. See “P LAN OF FINANCE .” The 2010F/G Bonds will be issued as parity Bonds pursuant to the 1991 Master Resolution, and together with all Bonds issued thereunder are equally secured by a pledge of, lien on and security interest in the Net Revenues (as defined herein) of the Airport. The 2010F/G Bonds will be issuable only as fully registered bonds, registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York (“DTC”). Purchases of beneficial ownership interests in the 2010F/G Bonds will be made in book-entry form only, in Authorized Denominations of $5,000 and integral multiples thereof. Purchasers of beneficial ownership interests will not receive certificates representing their interests in the 2010F/G Bonds. So long as Cede & Co. is the registered owner of the 2010F/G Bonds, as nominee of DTC, references herein to the registered owners shall mean Cede & Co., and shall not mean the Beneficial Owners of the 2010F/G Bonds. See APPENDIX B–“I NFORMATION REGARDING DTC AND THE BOOK -E NTRY ONLY SYSTEM .” The Bank of New York Mellon Trust Company, N.A. has been appointed by the Commission to act as Trustee for the Bonds. Principal of the 2010F/G Bonds is payable upon May 1 of each year as set forth on the inside cover. Interest on the 2010F/G Bonds is payable on each May 1 and November 1, commencing November 1, 2010. So long as Cede & Co. is the registered owner of any 2010F/G Bonds, payment of principal and interest will be made to Cede & Co. as nominee for DTC, which is required in turn to remit such principal and interest to the DTC Participants for subsequent disbursement to the Beneficial Owners. Disbursement of such payments to the DTC Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of the DTC Participants and Indirect Participants, as more fully described herein. See APPENDIX B–“I NFORMATION REGARDING DTC AND THE BOOK -E NTRY ONLY SYSTEM .” The 2010F Bonds are subject to optional and mandatory sinking fund redemption prior to their respective stated maturities. The 2010G Bonds are subject to optional redemption prior to maturity. The 2010G Bonds are not subject to mandatory sinking fund redemption. See “D ESCRIPTION OF THE 2010F/G B ONDS –Redemption Provisions.” THE 2010F/G BONDS ARE SPECIAL OBLIGATIONS OF THE COMMISSION, PAYABLE AS TO PRINCIPAL, INTEREST AND REDEMPTION PREMIUM, IF ANY, 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, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE 2010F/G BONDS. NO HOLDER OF A 2010F/G BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE TAXING POWER OF THE CITY AND COUNTY OF SAN FRANCISCO, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF TO PAY THE PRINCIPAL OF THE 2010F/G BONDS OR THE INTEREST THEREON. THE COMMISSION HAS NO TAXING POWER WHATSOEVER. This cover page contains certain information for general reference only. It is not a summary of this issue. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. The 2010F/G Bonds are offered when, as and if issued by the Commission and received by the Underwriters, subject to the approval of legality by Kutak Rock LLP, Denver, Colorado, and Ronald E. Lee, Esq., Davis, California, Co-Bond Counsel to the Commission, and certain other conditions. Certain legal matters will be passed upon for the Commission by the City Attorney and by Lofton & Jennings, San Francisco, California, Disclosure Counsel and for the Underwriters by their counsel Hawkins Delafield & Wood LLP, San Francisco, California. It is expected that the 2010F/G Bonds will be delivered through the facilities of DTC on or about August 5, 2010, in New York, New York against payment therefor. Morgan Stanley Wedbush Securities Inc. Citi Dated: July 27, 2010 $128,460,000 AIRPORT COMMISSION CITY AND COUNTY OF SAN FRANCISCO, CALIFORNIA SAN FRANCISCO INTERNATIONAL AIRPORT SECOND SERIES REVENUE REFUNDING BONDS SERIES 2010F/G $121,360,000 $7,100,000 Series 2010F Series 2010G (Non-Amt/Private Activity) (Non-AMT/Governmental Purpose) MATURITY SCHEDULE $121,360,000 2010F Bonds $61,500,000 5.000% Term Bond due May 1, 2035–Price:100.000%–Yield†† :5.000%–CUSIP No.†:79765A6W1 $59,860,000 5.000% Term Bond due May 1, 2040–Price: 99.531%–Yield†† 5.030%–CUSIP No.†: 79765A6X9 $7,100,000 2010G Bonds Principal Initial Payment Date Reoffering (May 1) Principal Interest Rate Yield CUSIP No.† 2040 $7,100,000 5.00% 5.030% 79765A6Y7 _______________ † Copyright 2010, American Bankers Association. CUSIP data herein is provided by Standard and Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service. CUSIP numbers are provided for convenience of reference only. None of the Commission or the Underwriters take any responsibility for the accuracy of such CUSIP numbers †† Initial reoffering yields and prices were provided by the Underwriters. CITY AND COUNTY OF SAN FRANCISCO Gavin Newsom, 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 Caryl Ito Eleanor Johns John L. Martin, Airport Director BOARD OF SUPERVISORS OF THE CITY AND COUNTY OF SAN FRANCISCO David Chiu, District 3, President Michela Alioto-Pier, District 2 Bevan Dufty, District 8 John Avalos, District 11 Sean Elsbernd, District 7 David Campos, District 9 Sophie Maxwell, District 10 Carmen Chu, District 4 Eric Mar, District 1 Chris Daly, District 6 Ross Mirkarimi, District 5 CONSULTANTS AND ADVISORS TRUSTEE The Bank of New York Mellon Trust Company, N.A. Los Angeles, California CO-FINANCIAL ADVISORS CO-BOND COUNSEL Public Financial Management, Inc. Kutak Rock LLP San Francisco, California Denver, Colorado Backstrom McCarley Berry & Co., LLC Ronald E. Lee, Esq. San Francisco, California Davis, California Robert Kuo Consulting, LLC DISCLOSURE COUNSEL San Francisco, California Lofton & Jennings San Francisco, California Castleton Partners, LLC New York, New York AUDITOR KPMG LLP San Francisco, California i 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.