$6,940,000 Port of Redwood City Refunding Revenue Bonds, Series
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NEW ISSUE—FULL BOOK ENTRY RATINGS: S&P: “AA-” (NPFG Insured) S&P: “BBB” (Underlying) (See “RATINGS” herein) In the opinion of Jones Hall, A Professional Law Corporation, Bond Counsel, subject, however, to certain qualifications described herein, under existing law, the interest on the 2015 Bonds is excluded from gross income for federal income tax purposes, except during any period while a 2015 Bond is held by a “substantial user” of the facilities financed by the 2015 Bonds or by a “related person” within the meaning of section 147(a) of the Internal Revenue Code of 1986. It should be noted, however, that such interest is an item of tax preference for purposes of computing the federal alternative minimum tax imposed on individuals and corporations. In the further opinion of Bond Counsel, interest on the 2015 Bonds is, under existing law, exempt from personal income taxation imposed by the State of California. See “TAX MATTERS” herein. $6,940,000 Port of Redwood City (San Mateo County, California) Refunding Revenue Bonds, Series 2015 Dated: Date of Delivery Due: June 1, as shown on the inside front cover The $6,940,000 Port of Redwood City Refunding Revenue Bonds, Series 2015 (the “2015 Bonds”), will be 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 of the 2015 Bonds. Individual purchases of 2015 Bonds will be made in book-entry form only, in denominations of $5,000 or any integral multiple thereof. Purchasers of 2015 Bonds will not receive certificates representing their interest in the 2015 Bonds purchased but will receive a credit balance in the records of DTC. Principal of and interest on the 2015 Bonds are payable directly to DTC by U.S. Bank National Association, San Francisco, California, as trustee (the “Trustee”). Principal is payable on the dates set forth below. Interest is payable semiannually on each June 1 and December 1, commencing December 1, 2015. Upon receipt of payments of principal of, premium, if any, and interest on the 2015 Bonds, DTC is obligated in turn to remit such principal, premium, if any, and interest to the DTC Participants (as defined herein) for subsequent disbursement to purchasers of the 2015 Bonds, as described herein. The 2015 Bonds are being issued by the Board of Port Commissioners (the “Board”) of the Port Department of the City of Redwood City (the “Port”) to (a) refund, on a current basis, the outstanding Port of Redwood City Revenue Bonds, Series 1999, (b) purchase a municipal bond insurance policy in lieu of cash funding a reserve fund for the 2015 Bonds, and (c) pay the costs of issuance of the 2015 Bonds. See “FINANCING PLAN” herein. The 2015 Bonds are issued under the Charter of the City of Redwood City, provisions of section 54300 et seq. of the California Government Code, and all laws amendatory thereof or supplemental thereto (the “Bond Law”), and pursuant to the provisions of a Master Indenture, dated as of April 1, 1999, as supplemented by a First Supplemental Indenture, dated as of April 1, 1999, a Second Supplemental Indenture, dated as of June 1, 2012, and a Third Supplemental Indenture, dated as of May 1, 2015 (collectively, the “Indenture”), each by and between the Port and the Trustee. The 2015 Bonds are special obligations of the Port and are secured by a pledge of, and charge and lien upon, and shall be payable exclusively from, the Net Revenues (as defined herein) of the Port and other funds pledged under the Indenture. Net Revenues include certain income and revenue received by the Board from the operation of the Port, less all amounts which are required to be used to pay Maintenance and Operation Costs (as defined herein). The 2015 Bonds are being issued with a pledge of and lien on Net Revenues on a parity with the 2012 Bonds (as defined herein). The 2015 Bonds are not a debt of the City of Redwood City (the “City”), nor a legal or equitable pledge, charge, lien or encumbrance upon and shall be payable from the Net Revenues on a parity with all other Bonds, including the 2012 Bonds (as hereinafter defined), Contracts, including Parity Repayment Obligations (as defined herein), and all other debt issued or incurred and payable from Net Revenues on a parity with the Bonds, Contracts and Parity Repayment Obligations. Neither the faith and credit nor the taxing power of the City, the State of California (the “State”) or any other public agency thereof is pledged to the payment of the 2015 Bonds. The 2015 Bonds do not constitute a debt, liability or obligation of the City, the State or any public agency thereof (other than the Port), and neither the Commissioners of the Board nor any persons executing the 2015 Bonds are liable personally on the 2015 Bonds by reason of their issuance. See “SECURITY FOR THE BONDS” herein. The Port has covenanted under the Indenture to fix, prescribe and collect rates, fees charges and manage the operation of the Port enterprise for each fiscal year which will produce gross revenues sufficient in each Fiscal Year to provide Net Revenues equal to at least 1.2 times the aggregate of the annual debt service with respect to the 2015 Bonds, the 2012 Bonds and payments with respect to any Parity Obligations (as defined herein) hereafter issued or incurred by the Port in such Fiscal Year. The 2015 Bonds are subject to redemption prior to maturity. See “THE BONDS-—Redemption” herein. The scheduled payment of the principal of and interest on the 2015 Bonds when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the 2015 Bonds by NATIONAL PUBLIC FINANCE GUARANTEE CORPORATION. MATURITY SCHEDULE SEE THE INSIDE FRONT COVER This cover page contains information for general reference only. It is not a summary of this issue. Potential purchasers of the 2015 Bonds are advised to read the entire Official Statement to obtain information essential to making an informed investment decision. The 2015 Bonds will be offered when, as and if issued and received by the Underwriter, subject to the approval of legality by Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel. Certain legal matters will be passed upon for the Port by Quint & Thimmig LLP, Larkspur, California, Disclosure Counsel, and by Francois X. Sorba, Esq., counsel to the Port. Certain legal matters will be passed upon for the Underwriter by Schiff Hardin LLP, San Francisco, California. It is expected that the 2015 Bonds, in book-entry only form, will be available for delivery through the facilities of DTC on or about May 13, 2015. Dated: April 23, 2015 $6,940,000 Port of Redwood City (San Mateo County, California) Refunding Revenue Bonds, Series 2015 MATURITY SCHEDULE CUSIP† Prefix: 735304 Maturity Date Principal Interest CUSIP† (June 1) Amount Rate Yield Suffix 2016 $365,000 2.000% 1.000% BH9 2017 385,000 3.000 1.450 BJ5 2018 395,000 3.000 1.900 BK2 2019 405,000 3.000 2.300 BL0 2020 415,000 3.000 2.620 BM8 2021 435,000 3.000 2.850 BN6 2022 445,000 3.000 3.080 BP1 2023 460,000 3.000 3.280 BQ9 2024 475,000 3.125 3.460 BR7 2025 485,000 3.375 3.590 BS5 2026 505,000 3.500 3.790 BT3 2027 520,000 3.750 3.960 BU0 2028 545,000 4.000 4.050 BV8 2029 565,000 4.000 4.100 BX4 2030 540,000 4.000 4.140 BW6 † Copyright 2015, American Bankers Association. CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, operated by Standard & Poor’s. This data is not intended to create a database and does not serve in any way as a substitute for CUSIP Global Services. CUSIP numbers have been assigned by an independent company not affiliated with the Port and are included solely for the convenience of the registered owners of the 2015 Bonds. Neither the Port nor the Underwriter is responsible for the selection or uses of these CUSIP numbers and no representation is made as to their correctness on the 2015 Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the delivery of the 2015 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part 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 certain maturities of the 2015 Bonds. No dealer, broker, salesperson or other person has been authorized by the Port to provide any information or to make any representations in connection with the offering or sale of the 2015 Bonds other than as contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized by the Port. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the 2015 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the 2015 Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matter of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of facts.