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Issue 34CDEF Official Statement (PDF) 34C/D/E/F Official Statement Airport Commission City and County of San Francisco San Francisco International Airport Second Series Revenue Refunding Bonds Issue ISSUE 34C/D/E/F – REFUNDING Rental Car Facility Boarding Area “G” International Terminal International Garage “G” Bart Station Boarding Area “A” AirTrain System International Garage “A” Elevated Roadways Highway 101 _________________________________NEW ISSUES-BOOK-ENTRY ONLY __________Moody’s _________ S&P ________ Fitch Assured Guaranty Insured Ratings: Aaa AAA AAA Financial Security Insured Ratings: Aaa AAA AAA Underlying Ratings: A1 A A (See “RATINGS” herein) In the opinion of Orrick, Herrington & Sutcliffe LLP and Ronald E. Lee, Esq., Co-Bond Counsel to the Commission, 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 Issue 34C/D/E/F Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes, except that no opinion is expressed as to the status of interest on any Issue 34C Bond, Issue 34E Bond or Issue 34F Bond, for any period that such Issue 34C Bond, Issue 34E Bond or Issue 34F Bond is held by a “substantial user” of the facilities financed or refinanced by the Issue 34C Bonds, the Issue 34E Bonds or the Issue 34F Bonds, or by a “related person” within the meaning of Section 147(a) of the Code. Co-Bond Counsel observe, however, that interest on the Issue 34C Bonds and the Issue 34E Bonds is a specific preference item for purposes of the federal individual and corporate alternative minimum taxes. In the further opinion of Co-Bond Counsel¸ interest on the Issue 34D Bonds and the Issue 34F Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Co-Bond Counsel observe that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Co-Bond Counsel express no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Issue 34C/D/E/F Bonds. See “TAX MATTERS” herein. $476,350,000 AIRPORT COMMISSION CITY AND COUNTY OF SAN FRANCISCO, CALIFORNIA SAN FRANCISCO INTERNATIONAL AIRPORT SECOND SERIES REVENUE REFUNDING BONDS ISSUE 34C/D/E/F $79,170,000 $299,365,000 Issue 34C Bonds Issue 34E Bonds (Subject to Alternative Minimum Tax) (Subject to Alternative Minimum Tax) $81,170,000 $16,645,000 Issue 34D Bonds Issue 34F Bonds (Not Subject to Alternative Minimum Tax) (Private Activity/Not Subject to Alternative Minimum Tax) Dated: Date of Delivery Due: As shown on inside front cover The Airport Commission (the “Commission”) of the City and County of San Francisco (the “City”) will issue $476,350,000 aggregate principal amount of its San Francisco International Airport Second Series Revenue Refunding Bonds, Issue 34C/D/E/F consisting of: $79,170,000 principal amount of Issue 34C Bonds (the “Issue 34C Bonds”), $81,170,000 principal amount of Issue 34D Bonds (the “Issue 34D Bonds”), $299,365,000 principal amount of Issue 34E Bonds (the “Issue 34E Bonds”) and $16,645,000 principal amount of Issue 34F Bonds (the “Issue 34F Bonds”). The Issue 34C Bonds, the Issue 34D Bonds, the Issue 34E Bonds and the Issue 34F Bonds are referred to collectively as the “Issue 34C/D/E/F Bonds.” The Issue 34C/D/E/F Bonds are being issued pursuant to Commission Resolution No. 91-0210, adopted by the Commission on December 3, 1991 (the “1991 Resolution”), as supplemented and amended (the “1991 Master Resolution”). The San Francisco International Airport (the “Airport”) is a department of the City. The Commission is responsible for the operation and management of the Airport. See “SAN FRANCISCO INTERNATIONAL AIRPORT.” Proceeds of the Issue 34C/D/E/F Bonds will be used, together with other available moneys, to refund certain Bonds previously issued by the Commission (collectively, the “Refunded Bonds”), to fund a deposit into the Reserve Fund and to pay or reimburse the Airport for certain costs of issuance associated with the Issue 34C/D/E/F Bonds. See “REFUNDING PLAN.” All Bonds issued or to be issued pursuant to the 1991 Master Resolution, including the Issue 34C/D/E/F Bonds, are equally secured by a pledge of, lien on and security interest in the Net Revenues (as defined herein) of the Airport. Following the issuance of the Issue 34C/D/E/F Bonds and the payment of the Refunded Bonds, there will be $3,978,575,000 aggregate principal amount of Bonds outstanding under the 1991 Master Resolution. The Issue 34C/D/E/F 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 Issue 34C/D/E/F Bonds will be made in book-entry form only, in Authorized Denominations of $5,000 or any integral multiple thereof. Purchasers of beneficial ownership interests will not receive certificates representing their interests in the Issue 34C/D/E/F Bonds. So long as Cede & Co. is the registered owner of the Issue 34C/D/E/F Bonds, as nominee of DTC, references herein to the registered owners shall mean Cede & Co., and shall not mean the Beneficial Owners of the Issue 34C/D/E/F Bonds. The principal of the Issue 34C/D/E/F Bonds is payable upon their respective stated maturities on May 1 of each year as set forth on the inside cover. Interest on the Issue 34C/D/E/F Bonds is payable on each May 1 and November 1, commencing May 1, 2008. So long as Cede & Co. is the registered owner of any Issue 34C/D/E/F 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 C–“INFORMATION REGARDING DTC AND THE BOOK-ENTRY ONLY SYSTEM.” The Bank of New York Trust Company, N.A. has been appointed by the Commission to act as Trustee for the Bonds. The Issue 34C/D/E/F Bonds are subject to optional redemption prior to their respective stated maturities. See “DESCRIPTION OF THE ISSUE 34C/D/E/F BONDS–Redemption Provisions.” THE ISSUE 34C/D/E/F 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, REDEMPTION PREMIUM, IF ANY, OR INTEREST ON THE ISSUE 34C/D/E/F BONDS. NO HOLDER OF AN ISSUE 34C/D/E/F 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 ISSUE 34C/D/E/F 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 scheduled payment of principal of and interest on certain maturities of the Issue 34C/D/E/F Bonds when due, as indicated on the inside front cover, will be guaranteed under a financial guaranty insurance policy to be issued concurrently with the delivery of the Issue 34C/D/E/F Bonds by ASSURED GUARANTY CORP. See “BOND INSURANCE–Assured Guaranty Insured Issue 34C/D/E/F Bonds.” The scheduled payment of principal of and interest on certain maturities of the Issue 34C/D/E/F Bonds when due, as indicated on the inside front cover, will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Issue 34C/D/E/F Bonds by FINANCIAL SECURITY ASSURANCE INC. See “BOND INSURANCE–Financial Security Insured Issue 34C/D/E/F Bonds.” The Issue 34C/D/E/F Bonds are offered when, as and if issued by the Commission and received by the Underwriters, subject to the approval of legality by Orrick, Herrington & Sutcliffe LLP, San Francisco, California, 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 Issue 34C/D/E/F Bonds will be delivered through the facilities of DTC on or about March 27, 2008, in New York, New York against payment therefor. Citi Lehman Brothers RBC Capital Markets Siebert Brandford Shank & Co.
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