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$10,275,000 City of Redwood City Redwood Shores Community Facilities District No

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$10,275,000 City of Redwood City Redwood Shores Community Facilities District No NEW ISSUE – BOOK ENTRY ONLY NO RATING In the opinion of Nossaman LLP, Irvine, California, Bond Counsel, based on existing statutes, regulations, rulings and court decisions and assuming, among other matters, compliance with certain covenants, interest on the Bonds is excludable from gross income for federal income tax purposes, and is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that it is included in adjusted current earnings in calculating corporate alternative minimum taxable income. In the further opinion of Bond Counsel, interest on the Bonds is, under existing law, exempt from State of California personal income taxes. Bond Counsel expresses no opinion regarding other federal or State tax consequences relating to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. See “TAX MATTERS” herein. $10,275,000 CITY OF REDWOOD CITY REDWOOD SHORES COMMUNITY FACILITIES DISTRICT NO. 99-1 (SHORES TRANSPORTATION IMPROVEMENT PROJECT) OF THE CITY OF REDWOOD CITY, SPECIAL TAX REFUNDING BONDS, SERIES 2012B Dated: date of issuance Due: September 1, as shown on inside cover The City of Redwood City, California (the “City”), for and on behalf of the Redwood Shores Community Facilities District No. 99-1 (Shores Transportation Improvement Project) of the City of Redwood City (the “District”), is issuing the above- captioned bonds (the “Bonds”) to (i) refund in full and defease the Redwood Shores Community Facilities District No. 99-1 (Shores Transportation Improvement Project) of the City of Redwood City Special Tax Bonds, Series 2001A and Series 2003B (collectively, the “Prior Bonds”), (ii) fund a reserve fund for the Bonds, and (iii) pay costs of issuing the Bonds and refunding the Prior Bonds. See “PLAN OF REFUNDING.” The Prior Bonds were issued by the District to finance certain public transportation system improvements located within and in the vicinity of the District. The Bonds are being issued pursuant to a Fiscal Agent Agreement, dated as of December 1, 2012 (the “Fiscal Agent Agreement”), by and between the City, for and on behalf of the District, and U.S. Bank National Association, as fiscal agent (the “Fiscal Agent”). The Bonds are payable from the proceeds of an annual Special Tax (as defined in the Fiscal Agent Agreement) being levied on certain property located within the District (see “THE DISTRICT”), and from certain funds pledged under the Fiscal Agent Agreement. The Special Tax is being levied according to a Rate and Method of Apportionment of Special Tax for the District. See “SECURITY FOR THE BONDS—Special Taxes” and Appendix B – “Rate and Method.” Interest on the Bonds is payable on March 1 and September 1 of each year, commencing on March 1, 2013. The Bonds will be issued in book-entry form only and, when delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Bonds. Individual purchases of the Bonds will be made in book-entry form only. Purchasers of the Bonds will not receive physical certificates representing their ownership interests in the Bonds purchased. The Bonds will be issued in the principal amount of $5,000 and any integral multiple thereof. Principal of and interest on the Bonds are payable directly to DTC by the Fiscal Agent. Upon receipt of payments of principal and interest, DTC will in turn distribute such payments to the beneficial owners of the Bonds. See “THE BONDS” and Appendix F – “DTC and the Book-Entry Only System.” The Bonds are subject to optional redemption, mandatory redemption from Special Tax prepayments and related transfers from the Reserve Fund held under the Fiscal Agent Agreement, and mandatory sinking payment redemption prior to maturity. See “THE BONDS—Redemption.” NONE OF THE FAITH AND CREDIT OF THE DISTRICT, THE CITY OR THE STATE OF CALIFORNIA OR OF ANY OF THEIR RESPECTIVE POLITICAL SUBDIVISIONS IS PLEDGED TO THE PAYMENT OF THE BONDS. EXCEPT FOR THE SPECIAL TAXES, NO OTHER TAXES ARE PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS ARE NEITHER GENERAL OR SPECIAL OBLIGATIONS OF THE CITY NOR GENERAL OBLIGATIONS OF THE DISTRICT, BUT ARE LIMITED OBLIGATIONS OF THE CITY FOR THE DISTRICT, PAYABLE SOLELY FROM CERTAIN AMOUNTS PLEDGED THEREFOR UNDER THE FISCAL AGENT AGREEMENT, AS MORE FULLY DESCRIBED IN THIS OFFICIAL STATEMENT. This cover page contains certain information for quick reference only. Investors should read the entire Official Statement to obtain information essential to the making of an informed investment decision with respect to the Bonds. The purchase of the Bonds involves significant risks, and the Bonds are not appropriate investments for all types of investors. See “SPECIAL RISK FACTORS” in this Official Statement for a discussion of certain risk factors that should be considered, in addition to the other matters set forth in this Official Statement, in evaluating the investment quality of the Bonds. The Bonds are offered when, as and if issued, subject to approval as to their legality by Nossaman LLP, Irvine, California, Bond Counsel, and certain other conditions. Certain legal matters with respect to the Bonds will be passed upon for the City by the City Attorney, and by Quint & Thimmig LLP, San Francisco, California, in its capacity as Disclosure Counsel to the City for the Bonds. Certain legal matters related to the Bonds will be passed upon for the Underwriter by Stradling Yocca Carlson & Rauth, A Professional Corporation, Newport Beach, California, acting as Underwriter’s Counsel. It is anticipated that the Bonds in definitive form will be available for delivery to DTC on or about December 20, 2012. The date of this Official Statement is December 11, 2012. $10,275,000 CITY OF REDWOOD CITY REDWOOD SHORES COMMUNITY FACILITIES DISTRICT NO. 99-1 (SHORES TRANSPORTATION IMPROVEMENT PROJECT) OF THE CITY OF REDWOOD CITY, SPECIAL TAX REFUNDING BONDS, SERIES 2012B MATURITY SCHEDULE $5,100,000 Serial Bonds Maturity Date Principal Interest CUSIP (September 1) Amount Rate Yield Price Number(1) 2013 $575,000 3.000% 0.850% 101.490% 757893 DA7 2014 355,000 3.000 1.350 102.758 757893 DB5 2015 370,000 4.000 1.670 106.118 757893 DC3 2016 380,000 2.000 1.920 100.283 757893 DD1 2017 390,000 2.000 2.190 99.154 757893 DE9 2018 400,000 2.250 2.470 98.835 757893 DF6 2019 405,000 2.250 2.620 97.739 757893 DG4 2020 415,000 2.500 2.810 97.865 757893 DH2 2021 425,000 2.750 3.010 98.021 757893 DJ8 2022 440,000 3.000 3.200 98.341 757893 DK5 2023 450,000 3.125 3.310 98.341 757893 DL3 2026 495,000 5.000 3.300 114.005(c) 757893 DN9 $945,000 3.250% Term Bonds due September 1, 2025; Yield 3.500%, Price 97.451, CUSIP No. 757893 DM1(1) $1,640,000 5.000% Term Bonds due September 1, 2029; Yield 3.550%, Price 111.803(c), CUSIP No. 757893 DP4(1) $2,590,000 5.000% Term Bonds due September 1, 2033; Yield 3.790%, Price 109.737(c), CUSIP No. 757893 DQ2(1) (1) Copyright 2012, American Bankers Association. CUSIP data is provided by Standard & Poor’s CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc., and are provided for convenience of reference only. Neither the City nor the Underwriter assumes any responsibility for the accuracy of the CUSIP data. (c) Priced to first optional redemption date at par of September 1, 2022. GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT The information contained in this Official Statement has been obtained from sources that are believed to be reliable. No representation, warranty or guarantee, however, is made by the Underwriter as to the accuracy or completeness of any information in this Official Statement, including, without limitation, the information contained in the Appendices, and nothing contained in this Official Statement should be relied upon as a promise or representation by the Underwriter. Neither the City nor the Underwriter has authorized any dealer, broker, salesperson or other person to give any information or make any representations with respect to the offer or sale of Bonds other than as contained in this Official Statement. If given or made, any such information or representations must not be relied upon as having been authorized by the City or the Underwriter. The information and expressions of opinion in this Official Statement are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the Bonds shall under any circumstances create any implication that there has been no change in the affairs of any party described in this Official Statement, or in the status of any property described in this Official Statement, subsequent to the date as of which such information is presented. This Official Statement and the information contained in this Official Statement are subject to amendment without notice. The Bonds may not be sold, and no offer to buy the Bonds may be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. When used in this Official Statement and in any continuing disclosure by the City, in any press release and in any oral statement made with the approval of an authorized officer of the City or any other entity described or referenced in this Official Statement, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “forecast,” “expect,” “intend” and similar expressions identify “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
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