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$177,830,000 San Francisco Municipal Transportation Agency Revenue Bonds, Series 2017

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$177,830,000 San Francisco Municipal Transportation Agency Revenue Bonds, Series 2017 New Issue - Book Entry Only Ratings: Moody's: "Aa2" S&P: "AA" (See "RATINGS" herein) In the opinion of Norton Rose Fulbright US LLP, Los Angeles, California, and Amira J ackmon, Attorney at Law, Berkeley, California, Co-Bond Counsel, under existing statutes, regulations, rulings and court decisions, and subject to the matters described in 'TAX MATTERS" herein, interest on the Series 2017 Bonds is excluded from the gross income of the owners thereof for federal income tax purposes and is not included in the federal alternative minimum tax for individuals or, except as described herein, corporations. It is also the opinion of Co-Bond Counsel that under existing law interest on the Series 2017 Bonds is exempt from personal income taxes of the State of California. See 'TAX MATTE RS" herein, including a discussion of the federal alternative minimum tax consequences for corporations. $177,830,000 SAN FRANCISCO MUNICIPAL TRANSPORTATION AGENCY REVENUE BONDS, SERIES 2017 Dated: Date of Delivery Due: March l, as shown on the inside cover The San Francisco Municipal Transportation Agency Revenue Bonds, Series 2017 (the "5 eries 2017 Bonds") are being issued by the 5 an Francisco Municipal Transportation Agency (the "5 F MTA'') pursuant to the Charter of the City and County of 5 an Francisco (the "Charter"), and an Indenture of Trust dated as of July l, 2012 between the SFMTA and U.S. Bank National Association, as successor trustee (the 'Trustee"), as supplemented by the Fourth Supplement to Indenture of Trust dated as of June l, 2017 (collectively, the "Indenture") between the 5 FMTA and the Trustee. The Series 2017 Bonds are being issued to (i) finance a portion of the costs of various capital projects for the SFMTA as described herein, and (ii) pay a portion of the costs of issuance of the Series 2017 Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" herein. Interest on the Series 2017 Bonds will be payable on September l, 2017 and on each September land March l thereafter until their respective s1ated maturity dates. The Series 2017 Bonds will be issued only as fully registered bonds without coupons and when issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), to which payments of principal of and interest on the Series 2017 Bonds will be made. Individual purchases of the Series 2017 Bonds will be made in book entry form only, in denominations of $5,000 or any integral multiple thereof. Beneficial Owners of the Series 2017 Bonds will not receive physical delivery of bond certificates. Payment of principal of the Series 2017 Bonds at maturity, as shown in the Maturity 5 chedule set forth on the inside cover, and interest when due will be payable by the Trustee, as paying agen~ to DTC. DTC will remit such principal and interest payments to its participants, which will be responsible for remittance to the Beneficial Owners of the Series 2017 Bonds. See Appendix F - "DTC AND THE BOOK ENTRY ONLY SYSTEM" herein. The Series 2017 Bonds are subject to redemption prior to maturity as described herein. The 5 FMTA is an enterprise department of the City and County of 5 an Francisco (the "City") and a multi-modal transportation agency responsible for planning, designing, constructing, managing, operating and maintaining public transit, paratransit, street and traffic management and improvements, bicycle and pedestrian safety and enhancement programs, on and off-street parking improvements and programs, and the regulation of1axis within the City. Under the Indenture, the SFMTA has irrevocably pledged the Pledged Revenues to the punctual payment of principal of, premium, if any, and interest on the all outstanding parity revenue bonds issued under the Indenture, including the Series 2017 Bonds (collectively, the "Bonds"), subject to the flow of funds con1ained in the Indenture. The Series 2017 Bonds will not be secured by any reserve account THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. THE 5 ERIES 2017 BONDS ARE 5 PECIAL, LIMITED OB LIGATIONS OF THE 5 FMTA 5 ECURED BY AND PAY AB LE SOLELY FROM PLEDGED REVENUES (AS DEFINED HEREIN) OF THE SFMTA AND FROM MONEYS HELD IN CERTAIN FUNDS AND ACCOUNTS ESTABLISHED PURSUANT TO THE INDENTURE. THE 5 FMTA IS NOT OB LIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON THE SERIES 2017 BONDS FROM ANY SOURCE OF FUNDS OTHER THAN PLEDGED REVENUES AND AMOUNTS ON DEPOSIT IN CERTAIN FUNDS AND ACCOUNTS HELD UNDER THE INDENTURE AND SUBJECT TO THE TERMS THEREOF. THE SFMTA HAS NO TAXING POWER. THE GENERAL FUND OF THE CITY IS NOT LIABLE FOR THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2017 BONDS, AND NEITHER THE CREDIT NOR THE TAXING POWER OF THE CITY IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2017BONDS. THE SERIES 2017BONDS ARE NOT SECURED BY A LEGAL OR EQUITABLE PLEDGE OF, OR CHARGE, LIEN, OR ENCUMBRANCE UPON, ANY OF THE PROPERTY OF THE CITY OR OF THE SFMTA OR ANY OF ITS INCOME OR RECEIPTS, EXCEPT PLEDGED REVENUES AND AMOUNTS ON DEPOSIT IN CERTAIN FUNDS AND ACCOUNTS HELD UNDER THE INDENTURE AND SUBJECT TO THE TERMS THEREOF. SEE "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS" HEREIN. MATURITY SCHEDULE (See inside cover) The 5 eries 2017 Bonds were sold by competitive sale on May 24, 2017, pursuant to the terms of an Official Notice of 5 ale, dated May 16, 2017. See "SALE OF THE SERIES 2017BONDS" herein. The 5 eries 2017 Bonds are offered when, as, and if issued by the 5 FMTA and accepted by the purchasers, subject to approval of legality by Norton Rose Fulbright US LLP, Los Angeles, California, and Amira Jackman, Attorney at Law, Berkeley, California, Co Bond Counsel. Cer1ain legal matters will be passed upon for the SFMTA by Hawkins Delafield & Wood LLP, San Francisco, California, Disclosure Counsel to the 5 FMTA, and the City Attorney of the City and County of 5 an Francisco. It is expected that the 5 eries 2017 Bonds will be available for delivery in book entry form through the facilities of DTC on or aboutJ une 7, 2017. Date: May 24, 2017 MATURITY SCHEDULE Series 2017Bonds (Base CUSIP' Number: 797686) $142,570,000Serial Bonds Maturity Principal Interest Price or CUS IP' (March l) Amount Rate Yield Suffix 2018 $4,735,000 5.00J6 0.720J6 DG4 2019 3,040,000 5.00 0.800 DH2 2020 3,190,000 5.00 0.900 DJ 8 2021 3,350,000 5.00 l.010 DKS 2022 3,520,000 5.00 l.160 DL3 2023 3,695,000 5.00 l.300 DMl 2024 3,880,000 5.00 l.450 DN9 2025 4,070,000 5.00 l.630 DP4 2026 4,275,000 5.00 l.790 DQ2 2027 4,490,000 5.00 l.920 DR0 2028 4,715,000 5.00 2.060'" DS8 2029 4,950,000 5.00 2.200''' DT6 2030 5,195,000 5.00 2.320''' DU3 2031 5,455,000 5.00 2.400''' DVl 2032 5,730,000 3.00 100.000 DW9 2033 5,900,000 3.00 99.000 DX? 2034 6,080,000 3.00 98.000 DYS 2035 6,260,000 3.00 97.000 DZ2 2036 6,450,000 4.00 3.140'" EA6 2037 6,705,000 3.25 98.750 EB4 2038 6,925,000 3.25 98.250 EC2 2039 7,150,000 4.00 3.280'" ED0 2040 7,435,000 3.25 97.250 EE8 204 l 7,675,000 4.00 3.300''' EFS 2042 7,985,000 4.00 3.310''' EG3 2047 9,715,000 3.50 98.750 EJ7 $35,260,000 4.00J6 Term Bonds Due March l, 2046 Yield- - 3.390J6 ''' CUS IP' Number: 797686 EH l CUS IP is a registered trademark of the American Bankers Association. CUS IP Global Services (CGS) is managed on behalf of the American Bankers Association by S&P Global Market Intelligence. This data is not intended to create a database and does not serve in any way as a substitute for the CUS IP Service. CUS IP numbers are provided for convenience of reference only. Neither the SFMTA nor the initial purchaser take any responsibility for the accuracy of such CUS IP numbers. Reoffering prices and yields have been provided by the initial purchaser. See "SALE OF THE SERIES 2017 BONDS" herein. (c) Yield calculated to the first optional redemption date of March l, 2027 at par. No dealer, broker, salesperson or other person has been authorized by the S FMTA to give any information orto make any representation other than those contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized by the S FMTA. This Official Statement does not const~ute an offer to sell orthe solicitation of an offe rto buy, nor shall the re be any sale of the Series 2017 Bonds, by any person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. The information set forth herein other than that provided by the SFMTA, although obtained from sources which are believed to be reliable, is not guaranteed as to accuracy or completeness. The information and expressions of opinion herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the SFMTA since the date hereof.
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