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Santa Clara Valley Transportation Authority REMARKETING MEMORANDUM DATED FEBRUARY 15, 2019 REMARKETED ISSUE – BOOK-ENTRY ONLY Ratings: S&P: “AA+”/“A-1+” (expected) Moody’s: “Aa2”/“VMIG 1” See “Ratings” herein. $235,875,000 SANTA CLARA VALLEY TRANSPORTATION AUTHORITY 2000 MEASURE A SALES TAX REVENUE REFUNDING BONDS $58,950,000 $58,975,000 $58,975,000 $58,975,000 2008 Series A 2008 Series B 2008 Series C 2008 Series D (CUSIP No.: 80168N DQ9) (CUSIP No.: 80168N DR7) (CUSIP No.: 80168N EG0) (CUSIP No.: 80168N EJ4) Dated: June 25, 2008 Price: 100% Due: April 1, 2036 The Santa Clara Valley Transportation Authority 2000 Measure A Sales Tax Revenue Refunding Bonds, 2008 Series A, 2008 Series B, 2008 Series C and 2008 Series D (hereinafter collectively referred to as the “2008 Series Bonds”) were issued by the Santa Clara Valley Transportation Authority (the “Authority”) on June 25, 2008 pursuant to an Indenture, dated as of August 1, 2006 (as supplemented and amended, the “Indenture”), between the Authority and U.S. Bank National Association, successor trustee under the Indenture (the “Trustee”). The 2008 Series Bonds were issued as fully registered bonds in denominations of $100,000 and any integral multiple of $5,000 in excess thereof and were registered in the name of Cede & Co., as holder of the 2008 Series Bonds and nominee for The Depository Trust Company (“DTC”), New York, New York. Pursuant to a Standby Letter of Credit and Reimbursement Agreement, dated as of February 1, 2019 (the “Reimbursement Agreement”) between the Authority and The Toronto-Dominion Bank, New York Branch (“Toronto-Dominion” or the “Liquidity Facility Provider”), Toronto- Dominion will deliver, on or about February 20, 2019, an irrevocable standby letter of credit (the “Liquidity Facility”), pursuant to which Toronto- Dominion will provide funds for the purchase of the 2008 Series Bonds that are tendered for optional or mandatory purchase but are not remarketed. The Liquidity Facility will expire on February 18, 2022, unless extended or earlier terminated upon the occurrence of certain events (in accordance with its terms) including termination at the direction of the Authority. See “THE LIQUIDITY FACILITY PROVIDER AND THE REIMBURSEMENT AGREEMENT” herein. The 2008 Series Bonds are subject to optional and mandatory tender for purchase and optional and mandatory redemption prior to maturity, as more fully described herein. The 2008 Series Bonds are limited obligations of the Authority secured solely by a pledge of Revenues (as defined in the Indenture), which consist of the receipts from the imposition in the County of Santa Clara of a one-half of one percent retail transactions and use tax authorized in 2000 which took effect April 1, 2006 (the “2000 Measure A Sales Tax”), less certain administrative fees paid to the California Department of Tax and Fee Administration, as described herein, plus amounts held by the Trustee in certain funds and accounts established under the Indenture. The 2000 Measure A Sales Tax was approved by more than two-thirds of the electorate of the County of Santa Clara voting on the ballot measure in November 2000 and is scheduled to expire March 31, 2036. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein. The 2008 Series Bonds are secured on a parity with certain other bonds and obligations secured by the 2000 Measure A Sales Tax. The Authority may also issue additional bonds and incur other obligations secured by the 2000 Measure A Sales Tax on a parity with the 2008 Series Bonds, subject to compliance with the provisions set forth in the Indenture. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein. This Remarketing Memorandum provides information with respect to the 2008 Series Bonds while bearing interest at Daily or Weekly Rates only. Owners and prospective purchasers of the 2008 Series Bonds should not rely on this Remarketing Memorandum for information concerning 2008 Series Bonds bearing interest at rates other than the Daily or Weekly Rates. Each Series of the 2008 Series Bonds will be remarketed independently of each other Series. The definitions and provisions described herein shall apply generally to each Series of the 2008 Series Bonds while bearing interest at Daily or Weekly Rates unless otherwise noted. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COUNTY OF SANTA CLARA, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OR PUBLIC AGENCY THEREOF, OTHER THAN THE AUTHORITY, TO THE EXTENT OF THE PLEDGE OF THE 2000 MEASURE A SALES TAX REVENUES AND OTHER AMOUNTS HELD UNDER THE INDENTURE, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, OR INTEREST ON THE 2008 SERIES BONDS. THE PLEDGE OF 2000 MEASURE A SALES TAX REVENUES DOES NOT SECURE PAYMENT OF THE PURCHASE PRICE OF THE 2008 SERIES BONDS. This cover page contains certain information for general reference only. It is not a summary of the security or terms of this issue. Investors must to read this entire Remarketing Memorandum to obtain information essential to making an informed investment decision with respect to the 2008 Series Bonds. On the original issuance date of the 2008 Series Bonds, Orrick, Herrington & Sutcliffe LLP rendered its opinion that based upon an analysis of existing laws, regulations, rulings, and court decisions, interest on the 2008 Series 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. The opinion of Orrick, Herrington & Sutcliffe LLP has not been updated since its date of delivery. A copy of the approving opinion of Orrick, Herrington & Sutcliffe LLP delivered in connection with the original issuance of the 2008 Series Bonds is attached hereto as Appendix F. Norton Rose Fulbright US LLP is currently serving as Bond Counsel and Disclosure Counsel to the Authority. As Bond Counsel to the Authority, Norton Rose Fulbright US LLP is not providing any opinion to the Owners with respect to the validity and enforceability of the 2008 Series Bonds or with respect to any tax matters in connection with 2008 Series Bonds. Certain legal matters will be passed on for the Authority by its General Counsel and for the Liquidity Facility Provider by Chapman and Cutler LLP. Goldman Sachs & Co. LLC BofA Merrill Lynch J.P. Morgan Morgan Stanley Remarketing Agent Remarketing Agent Remarketing Agent Remarketing Agent 2008 Series A Bonds 2008 Series B Bonds 2008 Series C Bonds 2008 Series D Bonds (Weekly Mode) (Weekly Mode) (Daily Mode) (Daily Mode) No dealer, salesman or any other person has been authorized by the Santa Clara Valley Transportation Authority (the “Authority”) to give any information or to make any statements or representations, other than those contained in this Remarketing Memorandum, and, if given or made, such other information, statements or representations must not be relied upon as having been authorized. The information set forth herein has been obtained from the Authority and other sources which are believed to be reliable. This Remarketing Memorandum does not constitute an offer to sell or solicitation of an offer to buy any of the 2008 Series Bonds in any jurisdiction in which such offer or solicitation is not authorized, or in which any person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. This Remarketing Memorandum is not to be construed as a contract with the purchasers of the 2008 Series Bonds. Statements contained in this Remarketing Memorandum which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact. The Remarketing Agents have provided the following sentence for inclusion in the Remarketing Memorandum. The Remarketing Agents have reviewed the information in this Remarketing Memorandum in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Remarketing Agents do not guarantee the accuracy or completeness of such information. CUSIP is a registered trademark of the American Bankers Association. CUSIP data on the cover hereof and herein is provided by CUSIP Global Services, managed by Standard & Poor’s Financial Services LLC 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 Authority, the Remarketing Agents (as defined herein) or Ross Financial, the Municipal Advisor, is responsible for the selection or correctness of the CUSIP numbers set forth herein. The Liquidity Facility Provider has not prepared or assisted in the preparation of this Remarketing Memorandum, including any financial information included herein or attached hereto and the Liquidity Facility Provider has no responsibility for the form and content of this Remarketing Memorandum or any information omitted herefrom, other than solely with respect to the information describing the Liquidity Facility Provider set forth under the heading “THE LIQUIDITY FACILITY PROVIDER AND THE REIMBURSEMENT AGREEMENTThe Liquidity Facility Provider” and has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Remarketing Memorandum or any information or disclosure contained herein or any information omitted herefrom, other than solely with respect to the information describing the Liquidity Facility Provider set forth under this heading “THE LIQUIDITY FACILITY PROVIDER AND THE REIMBURSEMENT AGREEMENTThe Liquidity Facility Provider.” Accordingly, the Liquidity Facility Provider disclaims responsibility for the other information in this Remarketing Memorandum or otherwise made in connection with the remarketing of the 2008 Series Bonds.
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