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ANAHEIM HOUSING and PUBLIC IMPROVEMENTS AUTHORITY Goldman Sachs & Co. LLC J.P.Morgan RBC Capital Markets NEW ISSUE-BOOK-ENTRY ONLY CREDIT RATINGS Moody's: Aa3 Fitch: AA­ (See "CREDIT RATINGS") In the opinion of Norton Rose Fulbright US LLP, Los Angeles, California, Bond Counsel, under existing statutes, regulations, rulings and court decisions, and assuming compliance with the tax covenants described herein, interest on the 2017 Bonds is excluded pursuant to section 103(a) of the Internal Revenue Code of 1986 from the gross income of the owners thereof for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax. It is also the opinion of Bond Counsel that under existing law interest on the 2017 Bonds is exempt from personal income taxes of the State of California. See "TAX MATTERS." ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY $42,955,000 $194,790,000 Revenue Refunding Bonds, Series 2017-A Revenue Refunding Bonds, Series 2017-B (Electric Utility Distribution System Refunding) (Electric Utility Distribution System Refunding) Dated: Date of Delivery Due: As shown on the inside front cover This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of this issue. Investors are advised to read the entire Official Statement to obtain information essential to making an informed investment decision. Capitalized terms used on this cover page and not otherwise defined shall have the meanings set forth herein. The Anaheim Housing and Public Improvements Authority (the"Authority") is issuing its Revenue Refunding Bonds, Series 2017-A (Electric Utility Distribution System Refunding) (the "2017-A Bonds") and its Revenue Refunding Bonds, Series 2017-B (Electric Utility Distribution System Refunding) (the "2017-B Bonds" and, together with the 2017-A Bonds, the "2017 Bonds") for the purpose of providing funds, together with certain other available moneys, to (i) refund a portion of certain outstanding Qualified Obligations of the Electric System; (ii) fund a deposit to a Debt Service Reserve Fund for the 2017 Bonds; and (iii) pay costs of issuance of the 2017 Bonds. See "PLAN OF REFUNDING" and "ESTIJVIATED SOURCES AND USES OF FUNDS." The 2017 Bonds are being issued pursuant to an Indenture of Trust, dated as of December 1, 2017 (the "Indenture"), by and among the Authority, the City of Anaheim, California("Anaheim") and U.S. Bank National Association, as trustee. Interest on the 2017 Bonds is payable on April 1 and October 1 of each year, commencing April 1, 2018. The 2017 Bonds are special, limited obligations of the Authority, payable solely from Project Revenues which consist primarily of purchase payments (the "Purchase Payments") to be made by the City under an Installment Purchase Agreement, dated as of December 1, 2017 (the "Installment Purchase Agreement"), by and between the Authority and the City, and other sources described herein. Pursuant to the Installment Purchase Agreement, the City's obligation to make Purchase Payments is payable from and secured by Surplus Revenues of the City's Electric System in the Qualified Obligations Account of the Surplus Revenue Fund until the date that certain operating and .financial criteria with respect to the City's Distribution System are met as described herein (the "Crossover Date") and thereafter from Distribution System Net Revenues in the Distribution System Debt Seivice Fund, all as de.fined herein. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS." Until the Crossover Date, if and when it occurs, the Purchase Payments are payable from Surplus Revenues on a parity with each other and with the City's purchase payments in connection with other Qualified Obligations, outstanding in the aggregate principal amount of $636,290,000 as of October 15, 2017 (including the Qualified Obligations to be refunded with proceeds of the 2017 Bonds), and any other Qualified Obligations payable on a parity therewith that may hereafter be incurred by the City. The Purchase Payments and the purchase payments relating to such parity Qualified Obligations are payable from the net revenues of the Electric System on a basis junior and subordinate to (i) any voter-approved electric revenue bonds, notes or other evidences of indebtedness of the City that may be issued in the future pursuant to the City Charter ("Senior Bonds") and (ii) maintenance and operation expenses of the Electric System, including the City's take-or-pay obligations with respect to certain joint powers agency contracts. There are no Senior Bonds currently authorized or outstanding. The City has no ability to issue Senior Bonds ( other than bonds issued to refund any Senior Bonds) without authorization by the electorate of the City. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS." The 2017 Bonds are being issued in ftilly registered form, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the 2017 Bonds. Purchases of beneficial ownership interests in the 2017 Bonds will be made in book-entry form only, in denominations of $5,000 principal amount or any integral multiple thereof. Purchasers ("Beneficial Owners") of 2017 Bonds will not receive physical certificates representing their ownership interests in the 2017 Bonds purchased. So long as Cede & Co. is the registered owner of the 2017 Bonds, references herein to Bondholders or registered owners shall mean Cede & Co. and shall not mean the Beneficial Owners of the 2017 Bonds. See "DESCRIPTION OF THE BONDS - General" and APPENDIX F- "BOOK-ENTRY ONLY SYSTEM." The 2017 Bonds are subject to redemption prior to maturity as described herein. See "DESCRIPTION OF THE BONDS." THE 2017 BONDS ARE SPECIAL, LIJ\IITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM THE PROJECT REVENUES, CONSISTING PRIMARILY OF THE PURCHASE PAYMENTS MADE BY THE CITY UNDER THE INSTALLMENT PURCHASE AGREEMENT, AND SUCH OTHER AMOUNTS AS PROVIDED IN THE INDENTURE. THE 2017 BONDS SHALL NOT IN ANY WAY BE CONSTRUED AS A DEBT OF THE CITY, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IN CONTRAVENTION OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION, NOR SHALL ANYTHING CONTAINED IN THE INSTALLMENT PURCHASE AGREEMENT OR THE INDENTURE BE CONSTRUED AS A PLEDGE OF GENERAL REVENUES, FUNDS OR MONEYS OF THE CITY OR THE AUTHOillTY OR AN OBLIGATION OF THE CITY FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. THE AUTHORITY HAS NO TAXING POWER. The 2017 Bonds are offered by the Underwriters when, as and if issued by the Authority, subject to approval of legality by Norton Rose Fulbright US LLP, Los Angeles, California, Bond Counsel, and subject to certain other conditions. Norton Rose Fulbright US LLP is also serving as Disclosure Counsel in connection with the 2017 Bonds. Certain legal matters will be passed upon for the Authority and the City by the City Attorney of the City ofAnaheim, and for the Underwriters by Stradling Yocca Carlson & Rauth, A Professional Corporation, Newport Beach, California, Underwriters' Counsel. It is expected that the 2017 Bonds in definitive form will be available for delivery through the DTC book-entry system by Fast Automated Securities Transfer (FAST) on or about December 21, 2017. Goldman Sachs & Co. LLC J.P.Morgan RBC Capital Markets The date of this Official Statement is December 12, 2017. MATURITY SCHEDULES $42,955,000 ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY Revenne Refnnding Bonds, Series 2017-A (Electric Utility Distribntion System Refnnding) Maturity Date Principal Interest (October 1) Amount Rate Yield cusIP1 2021 $4,100,000 5.000% 1.570% 032556CK6 2022 4,315,000 5.000 1.680 032556CL4 2023 4,535,000 5.000 1.770 032556CM2 2024 4,775,000 5.000 1.840 032556CN0 2025 5,020,000 5.000 1.900 032556CP5 2026 7,915,000 5.000 1.960 032556CQ3 2027 7,695,000 5.000 2.050 032556CR1 2028 4,600,000 5.000 2.210 032556CS9 CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, managed by S&P Capital IQ on behalf of the American Bankers Association. CUSIP numbers have been assigned by an independent company not affiliated with the Authority or the City and are included solely for the convenience of the holders of the 2017-A Bonds. The Authority and the City are not responsible for the selection or use of these CUSIP mun bers and no representation is made as to their correctness on the 2017-A Bonds or as indicated above. The CUSIP number for a specific bond is subject to being changed after the issuance of the bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity 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 such bonds. MATURITY SCHEDULES (continned) $194,790,000 ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY Revenne Refnnding Bonds, Series 2017-B (Electric Utility Distribntion System Refnnding) Maturity Principal Interest Date Amount Rate Yield cusIP1 04/01/2018 $ 460,000 5.000% 1.140% 032556CT7 10/01/2021 3,915,000 5.000 1.570 032556CU4 10/01/2022 4,495,000 5.000 1.680 032556CV2 10/01/2023 9,740,000 5.000' 1.800 032556CW0 10/01/2024 10,170,000 5.000' 1.840 032556CX8 10/01/2025 11,780,000 5.000' 1.890 032556CY6 10/01/2026 11,290,000 5.000' 1.960 032556CZ3 10/01/2027 16,005,000 5.000' 2.040 032556DA7 10/01/2028 12,650,000 5.000' 2.140 032556DB5 10/01/2029 11,535,000 5.000' 2.200 032556DC3 10/01/2030 12,135,000 5.000' 2.270 032556DD1 10/01/2031 12,770,000 5.000' 2.320 032556DE9 10/01/2032 15,910,000 5.000' 2.360 032556DF6 10/01/2033 16,725,000 5.000' 2.410 032556DG4 10/01/2034 17,580,000 5.000' 2.440 032556DH2 10/01/2035 18,485,000 5.000' 2.470 032556DJ8 10/01/2036 9,145,000 5.000' 2.500 032556DK5 Priced to par call on April I, 2023.
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