1 NEW ISSUE, BOOK-ENTRY ONLY RATING: S&P: “AA-” (See “Rating”) In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the Series 2018-TE Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax, although, in the case of tax years beginning prior to January 1, 2018, for the purpose of computing the alternative minimum tax imposed on certain corporations, such interest earned by a corporation prior to the end of its tax year in 2018 is taken into account in determining certain income and earnings. In the further opinion of Bond Counsel, interest on the Series 2018 Bonds is exempt from California personal income taxes. The interest on the Taxable Series 2018-T Bonds is not intended to be excluded from federal income taxation. See “TAX MATTERS.” $15,190,000 $41,765,000 OAKLAND REDEVELOPMENT OAKLAND REDEVELOPMENT SUCCESSOR AGENCY SUCCESSOR AGENCY Subordinated Tax Allocation Subordinated Tax Allocation Refunding Bonds, Series 2018-TE Refunding Bonds, Series 2018-T (Federally Taxable) Dated: Date of Delivery Due: September 1, as shown on the inside front cover This cover page contains information for quick reference only. It is not intended to be a complete summary of all factors relevant to an investment in the 2018 Bonds (defined below). Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision with respect to the 2018 Bonds. The Subordinated Tax Allocation Refunding Bonds, Series 2018-TE (the “Series 2018-TE Bonds”) and Subordinated Tax Allocation Refunding Bonds Series 2018-T (Federally Taxable) (the “Taxable Series 2018-T Bonds” and together with the Series 2018-TE Bonds, the “2018 Bonds”) are being issued by the Oakland Redevelopment Successor Agency (the “Successor Agency”) pursuant to an Indenture of Trust, dated as of September 1, 2015 (the “Original Indenture”), by and between the Successor Agency and Wilmington Trust, National Association (the “Trustee”), as successor trustee to ZB, National Association, dba Zions Bank, as supplemented and amended pursuant to a First Supplement to Indenture of Trust dated as of June 1, 2018 (the “First Supplemental Indenture” and together with the Original Indenture, the “Indenture”), by and between the Successor Agency and the Trustee. Interest on the 2018 Bonds will be payable on March 1 and September 1 of each year, commencing September 1, 2018. Principal of the 2018 Bonds will be payable on the dates and in the respective principal amounts set forth on the inside cover page. The 2018 Bonds will be issued in book-entry form, without coupons, initially 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 for the 2018 Bonds. Beneficial ownership interests in the 2018 Bonds may initially be purchased, in denominations of $5,000 or any integral multiple thereof, in book-entry only form as described herein. So long as Cede & Co. is the registered owner of the 2018 Bonds, payments of principal and interest will be made to Cede & Co., as nominee for DTC. DTC is required in turn to remit such payments to DTC Participants for subsequent disbursements to Beneficial Owners. Disbursement of such payments to the DTC Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of the DTC Direct Participants and Indirect Participants as more fully described herein. See Appendix G – “DTC and The Book-Entry Only System.” The 2018 Bonds are subject to optional and mandatory sinking fund redemption prior to maturity as described herein. See “The 2018 Bonds – Redemption Provisions.” The 2018 Bonds are being issued for the purpose of providing funds, together with certain other available monies, to (i) refund certain obligations of the former Redevelopment Agency of the City of Oakland, as described herein under “The Refunding Plan,” (ii) pay costs associated with the issuance of the 2018 Bonds, all as more fully described herein. The 2018 Bonds are payable from and secured by Pledged Tax Revenues (defined herein), consisting primarily of certain revenues deposited, or available for deposit, into the Redevelopment Property Tax Trust Fund with respect to the Project Areas (as defined herein) on a parity with the payment of debt service on the Successor Agency’s Subordinated Tax Allocation Refunding Bonds, Series 2015-TE and Series 2015-T (Federally Taxable). The pledge of such tax increment revenues is subordinate to the prior pledge, or priority of payment, of certain outstanding bonds and other obligations of the Successor Agency as described under “Security and Sources of Payment for the 2018 Bonds – Security of 2018 Bonds; Equal Security.” Pledged Tax Revenues are generated from taxes on the property within the Project Areas (defined herein) on that portion of the taxable valuation over and above the taxable valuation of the base year property tax roll for each Project Area. No funds or properties of the Successor Agency, other than the Pledged Tax Revenues and certain other amounts held under the Indenture, are pledged to secure the 2018 Bonds. The 2018 Bonds are limited obligations of the Successor Agency, the principal of, premium, if any, and interest on which are payable solely from Pledged Tax Revenues and certain other amounts on deposit in the funds and accounts held pursuant to the Indenture. The 2018 Bonds are not a debt of the City of Oakland (the “City”), the State of California (the “State”) or any of their political subdivisions (other than the Successor Agency and only to the limited extent set forth in the Indenture), and none of the City, the State or any of their political subdivisions other than the Successor Agency is liable therefor. The 2018 Bonds do not constitute indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. The Successor Agency has not pledged any other tax revenues, property or its full faith and credit to the payment of debt service on the 2018 Bonds. Although the Successor Agency receives certain tax increment revenues, the Successor Agency has no taxing power. The 2018 Bonds are offered when, as and if issued, subject to the approval as to their legality by Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, and certain other conditions. Curls Bartling P.C., Oakland, California, is acting as Disclosure Counsel to the Successor Agency. Certain legal matters will be passed on for the Successor Agency by the City Attorney for the City of Oakland. Certain legal matters will be passed upon for the Underwriters by their counsel, Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California. It is anticipated that the 2018 Bonds will be delivered to the Underwriters through the facilities of DTC in New York, New York on or about June 6, 2018. Stifel FTN Financial Capital Markets Dated: May 9, 2018 **DRAFT**v3 2 MATURITY SCHEDULES $15,190,000 OAKLAND REDEVELOPMENT SUCCESSOR AGENCY Subordinated Tax Allocation Refunding Bonds, Series 2018-TE Maturity Principal Interest CUSIP No. (September 1) Amount Rate Yield (Base: 67232T)† 2025 $2,665,000 5.000% 2.190% BC8 2026 2,800,000 5.000 2.250 BD6 2027 2,235,000 5.000 2.340 BE4 2028 2,140,000 5.000 2.420 BF1 2029 2,250,000 5.000 2.510c BG9 2030 2,360,000 5.000 2.570c BH7 2031 740,000 5.000 2.700c BJ3 $41,765,000 OAKLAND REDEVELOPMENT SUCCESSOR AGENCY Subordinated Tax Allocation Refunding Bonds, Series 2018-T (Federally Taxable) $12,480,000 Serial Bonds Maturity Principal Interest CUSIP No. (September 1) Amount Rate Yield (Base: 67232T)† 2018 $4,325,000 2.000% 2.313% BK0 2022 3,075,000 3.000 3.186 BL8 2023 2,500,000 3.125 3.336 BM6 2024 2,580,000 3.250 3.505 BN4 $5,215,000 4.000% Term Taxable Series 2018-T Bonds due September 1, 2033, Yield 4.103%; CUSIP†: 67232T BP9 $24,070,000 4.000% Term Taxable Series 2018-T Bonds due September 1, 2039, Yield 4.186%; CUSIP†: 67232T BQ7 † Copyright © 2018 CUSIP Global Services. CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by S&P Capital IQ. All rights reserved. CUSIP data herein is provided by CGS. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP numbers are provided for convenience of reference only. None of the Successor Agency, the Underwriters or their respective agents or counsel assume responsibility for the accuracy of such numbers. CUSIP numbers are subject to change following the issuance of the 2018 Bonds. c Priced to the first optional redemption at par on September 1, 2028. **DRAFT**v3 3 City of Oakland - Redevelopment Project Areas - BERKELEY EMERYVILLE Broadway/MacArthur West Oakland Oakland Army Base Central District Central City East Oak Knoll ALAMEDA Coliseum SAN LEANDRO ± City of Oakland Oakland Redevelopment Successor Agency Last Modified 5/2018 **DRAFT**v3 4 OAKLAND REDEVELOPMENT SUCCESSOR AGENCY and CITY OF OAKLAND County of Alameda, California AGENCY BOARD AND CITY COUNCIL Dan Kalb (District 1) Agency Member and Councilmember Abel J. Guillén (District 2) Agency Member and Councilmember (President Pro Tem) Lynette Gibson McElhaney (District 3) Agency Member and Councilmember Annie Campbell Washington (District 4) Agency Member and Councilmember (Vice Mayor) Noel Gallo (District 5) Agency Member and Councilmember Desley Brooks (District 6) Agency Member and Councilmember Larry Reid (District 7) Agency Chairperson and President of City Council Rebecca Kaplan (At-Large) Agency Member and At-Large Councilmember AGENCY AND CITY STAFF Libby Schaaf, Agency Chief Executive Officer and Mayor Larry Reid, Agency Chairperson and President of City Council Sabrina B.