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No Reserve Fund) OFFICIAL STATEMENT Dated October 5, 2016 Ratings: Fitch: “AA” Moody’s: “Aa2” S&P: “AA” NEW ISSUE – Book-Entry-Only (See “RATINGS” herein.) In the opinion of Co-Bond Counsel (named below), assuming continuing compliance by the City (defined below) after the date of initial delivery of the Bonds (defined below) with certain covenants contained in the Ordinance (defined below) pertaining to the Bonds and subject to the matters set forth under “TAX MATTERS” herein, interest on the Bonds for federal income tax purposes under existing statutes, regulations, published rulings, and court decisions (1) will be excludable from the gross income of the owners thereof pursuant to section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), to the date of initial delivery of the Bonds, and (2) will not be included in computing the alternative minimum taxable income of the owners thereof who are individuals or, except as herein described, corporations. (See “TAX MATTERS” herein.) $305,065,000 CITY OF SAN ANTONIO, TEXAS (A political subdivision of the State of Texas located primarily in Bexar County) WATER SYSTEM JUNIOR LIEN REVENUE AND REFUNDING BONDS, SERIES 2016C (NO RESERVE FUND) Dated Date: October 1, 2016 Due: May 15, as shown on inside cover Interest to Accrue from Date of Delivery GENERAL . The City of San Antonio, Texas (the “City”), acting on behalf and for the benefit of the San Antonio Water System (“SAWS”), is issuing its $305,065,000 Water System Junior Lien Revenue and Refunding Bonds, Series 2016C (No Reserve Fund) (the “Bonds”) pursuant to the Constitution and the general laws of the State of Texas, including particularly Chapter 1207, Texas Government Code, as amended (“Chapter 1207”), Chapter 1371, Texas Government Code, as amended (“Chapter 1371” and, together with Chapter 1207, the “Act”), Chapter 1502, Texas Government Code, as amended, the City’s Home Rule Charter, and an ordinance (the “Ordinance”) relating to the Bonds adopted by the City Council of the City (the “City Council”) on September 29, 2016. As permitted by the Act, the City Council has, in the Ordinance, delegated to certain authorized officials of the City and SAWS (each an “Authorized Official”) the authority to establish final terms of sale of the Bonds by the execution of an “Approval Certificate”. The Approval Certificate was executed by an Authorized Official on October 5, 2016 at the time of sale of the Bonds. PAYMENT TERMS . Interest on the Bonds will accrue from their date of initial delivery to the initial purchasers thereof identified below (the “Underwriters”), will be payable on May 15 and November 15 of each year, commencing May 15, 2017, and will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The definitive Bonds will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”), acting as a securities depository (the “Securities Depository”), pursuant to the Book-Entry-Only System described herein. The City reserves the right to discontinue the use of the Securities Depository. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or integral multiples thereof. No physical delivery of the Bonds will be made to the owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds (see “THE BONDS – Book-Entry-Only System” herein). The initial Paying Agent/Registrar is U.S. Bank National Association, Dallas, Texas (see “THE BONDS – Paying Agent/Registrar” herein). SECURITY . The Bonds are special obligations of the City, payable, both as to principal and interest, solely from and secured by, together with the other currently outstanding Junior Lien Obligations (as described herein), a junior lien on and pledge of the Net Revenues (as defined herein) of the City’s combined water and wastewater system (the “System”) remaining after the City’s satisfaction of its debt service payment and reserve fund obligations, among other matters, relating to the Senior Lien Obligations (as described herein). The Reserve Fund (defined herein) providing additional security for certain of the outstanding Junior Lien Obligations does not additionally secure the Bonds. The City has not covenanted or obligated itself to pay the Bonds from money raised or to be raised from taxation (see “THE BONDS – Security and Source of Payment; Pledge of Net Revenues” herein). In the Ordinance, the City has authorized the SAWS Board of Trustees (the “Board”) to manage, operate, and maintain the System. PURPOSE . Proceeds from the sale of the Bonds will be used to provide funds for the purposes of (i) building, improving, extending, enlarging, equipping, and repairing the System, (ii) refunding certain of the currently outstanding Senior Lien Obligations for debt service savings and Commercial Paper Notes to convert interim financing instruments into long-term obligations (each, as described in Schedule I hereto, the “Refunded Obligations”), and (iii) paying the costs of issuance. CUSIP PREFIX: 79642B MATURITY SCHEDULE & 9 DIGIT CUSIP See Schedule on Inside Cover LEGALITY . The Bonds are offered for delivery when, as and if issued and received by the Underwriters named below, and subject to the approving opinion of the Attorney General of Texas and the approval of certain legal matters by Norton Rose Fulbright US LLP, San Antonio, Texas, and Kassahn & Ortiz, P.C., San Antonio, Texas, Co-Bond Counsel (see “APPENDIX F - FORM OF CO-BOND COUNSEL’S OPINION” herein). Certain legal matters will be passed upon for the City by the City Attorney, for the Board by its counsel, Langley & Banack, Incorporated, San Antonio, Texas, and for the Underwriters by their counsel, McCall, Parkhurst & Horton, L.L.P., San Antonio, Texas. DELIVERY . It is expected that the Bonds will be available for initial delivery through the services of DTC on or about November 1, 2016 (the “Date of Delivery”). CITIGROUP BOFA MERRILL LYNCH LOOP CAPITAL MARKETS RAMIREZ & CO., INC. STIFEL NICOLAUS & COMPANY, INCORPORATED WILLIAM BLAIR (1) MATURITY SCHEDULE CUSIP NO. PREFIX: 79642B $305,065,000 City of San Antonio, Texas Water System Junior Lien Revenue and Refunding Bonds, Series 2016C (No Reserve Fund) $236,230,000 Serial Bonds Stated CUSIP Stated Interest CUSIP Principal Maturity Interest Initial No. (1) Principal Maturity Rate Initial No. (1) Amount($) (May 15) Rate (%) Yield (%) Suffix Amount($) (May 15) (%) Yield (%) Suffix 3,360,000 2019 3.000 1.020 3H4 9,365,000 2029 5.000 2.190(2) 3T8 3,505,000 2020 5.000 1.080 3J0 9,845,000 2030 5.000 2.290(2) 3U5 3,685,000 2021 5.000 1.190 3K7 10,345,000 2031 5.000 2.350(2) 3V3 3,875,000 2022 5.000 1.300 3L5 10,885,000 2032 5.000 2.410(2) 3W1 4,075,000 2023 5.000 1.420 3M3 28,635,000 2033 5.000 2.460(2) 3X9 7,290,000 2024 5.000 1.560 3N1 35,180,000 2034 5.000 2.510(2) 3Y7 7,670,000 2025 5.000 1.720 3P6 18,595,000 2035 5.000 2.560(2) 3Z4 8,065,000 2026 5.000 1.850 3Q4 19,555,000 2036 5.000 2.600(2) 4A8 8,470,000 2027 5.000 1.960(2) 3R2 20,450,000 2037 4.000 2.940(2) 4D2 8,910,000 2028 5.000 2.080(2) 3S0 14,470,000 2038 4.000 2.970(2) 4E0 $68,835,000 Term Bonds $28,615,000 5.00% Term Bond due May 15, 2041; Priced to Yield 2.710%(2); CUSIP Suffix No.(1) 4B6 $40,220,000 5.00% Term Bond due May 15, 2046; Priced to Yield 2.760%(2); CUSIP Suffix No.(1) 4C4 (Interest accrues from the Date of Delivery) REDEMPTION . The City has reserved the right, at its option, to redeem Bonds having stated maturities on and after May 15, 2027, in whole or in part, in principal amounts of $5,000 or any integral multiple thereof, on November 15, 2026, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption. In addition, the Term Bonds (defined herein) are subject to mandatory sinking fund redemption. (See “THE BONDS – Redemption” herein.) (1) CUSIP numbers are included solely for the convenience of owners of the Bonds. CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by S&P Capital IQ on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. None of the City, the Board, the Co-Financial Advisors, or the Underwriters is responsible for the selection or correctness of the CUSIP numbers set forth herein. (2) Yield calculated based on the assumption that the Bonds denoted and sold at a premium will be redeemed on November 15, 2026, the first optional call date for such Bonds, at a redemption price of par plus accrued interest to such date of redemption. - ii - USE OF INFORMATION This Official Statement, which includes the cover page, Schedule, and the Appendices hereto, does not constitute an offer to sell or the solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale. No dealer, broker, salesperson or other person has been authorized by the City, the Board, the Co-Financial Advisors, or the Underwriters to give information or to make any representation other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing.
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