Official Statement Airport Commission City and County of San ...

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The 2010A Bonds will be secured by a pledge of, lien on and security interest in Net Revenues of the San Francisco International Airport (the “Airport”) which are equal to and on a parity with those securing the prior issues of Bonds and any additional Bonds issued under the 1991 Master Resolution, which, as of January 1, 2010, were outstanding in the amount of $4.377 billion and funds drawn under an irrevocable direct pay letter of credit as described herein. See “SECURITY FOR THE 2010A BONDS,” “LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT” and “AIRPORT’S FINANCIAL AND RELATED INFORMATION–Currently Outstanding Bonds.” Payment of the principal portion of the Purchase Price of the 2010A Bonds (defined herein) is not secured by a pledge or lien on Net Revenues. Each Series of 2010A Bonds will be issued in a Weekly Mode, subject to subsequent conversion by the Commission of all, but not less than all, of such Series of 2010A Bonds to another Mode, upon the terms and conditions described herein. See “DESCRIPTION OF THE 2010A BONDS–Weekly Mode Provisions–Changes from Weekly Mode.” The initial interest rate established by the Commission for each Series of 2010A Bonds will apply to the period commencing on the date of delivery to and including February 16, 2010, the initial Rate Determination Date for the 2010A Bonds. Thereafter, each Series of 2010A Bonds will bear interest at a Weekly Rate determined by the applicable Remarketing Agent as described herein, subject to certain conditions and exceptions. Upon conversion of a Series of 2010A Bonds to another Mode, such Series of 2010A Bonds will be subject to mandatory tender for purchase on the Mode Change Date at a purchase price equal to the principal amount thereof plus interest accrued to the Mandatory Purchase Date. The Commission has no obligation to purchase any Series of 2010A Bonds that are subject to mandatory tender for purchase but are not remarketed. Upon the delivery of the 2010A Bonds, JPMorgan Chase Bank, National Association (the “Bank”) will issue and deliver to the Trustee an irrevocable direct-pay letter of credit (the “Letter of Credit”) pursuant to the terms and conditions of a Letter of Credit and Reimbursement Agreement dated as of February 1, 2010 (the “Reimbursement Agreement”) by and between the Commission and the Bank. The Letter of Credit will be issued in a stated amount equal to the original principal amount of the 2010A Bonds, plus 48 days’ interest at the rate of 12% per annum based upon a 365-day year. See “LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT” and APPENDIX H–“FORM OF THE LETTER OF CREDIT.” The Airport is a department of the City and County of San Francisco (the “City”). The Commission is responsible for the operation and management of the Airport. See “SAN FRANCISCO INTERNATIONAL AIRPORT.” For a discussion of certain risk factors associated with an investment in the 2010A Bonds, see “CERTAIN RISK FACTORS.” This Official Statement, including the exhibits hereto, contains brief descriptions or summaries of, among other things, the 2010A Bonds, the 1991 Master Resolution, the Swap Agreements, the Escrow Agreement, the Continuing Disclosure Certificate of the Commission, the Reimbursement Agreement, the Letter of Credit, the Remarketing Agreements, the Settlement Agreement and the Lease Agreements, each by and among the Commission and certain airline tenants of the Airport. Any description or summary in this Official Statement of any such document is qualified in its entirety by reference to each such document. 2010A Bonds REFUNDING PLAN The Commission will apply proceeds from the sale of the 2010A Bonds, together with certain other available moneys, to establish an irrevocable escrow to refund $210.49 million aggregate principal amount of Refunded Bonds (described below). Such proceeds of the 2010A Bonds will be deposited with The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”) pursuant to an Escrow Agreement, dated as of February 1, 2010 (the “Escrow Agreement”), by and between the Commission and the Escrow Agent. The amounts deposited under the Escrow Agreement, together with certain other available moneys, including certain amounts currently held pursuant to the 1991 Master Resolution, will be held by the Escrow Agent and invested in noncallable Government Obligations (as described in the 1991 Master Resolution), the principal of and interest on which, when received, will be sufficient to pay the redemption price of, including premium, if any, and interest on the Refunded Bonds upon redemption thereof. Upon delivery of the 2010A Bonds, the Refunded 2
Bonds will be irrevocably called for redemption on the dates set forth below. See also “VERIFICATION OF MATHEMATICAL COMPUTATIONS.” The Refunded Bonds are expected to consist of all or a portion of the following: Maturity Date (May 1) 2011 2012 Airport Commission City and County of San Francisco, California San Francisco International Airport Second Series Revenue Bonds $8,530,000 Issue 23A (AMT) Dated Date: May 1, 1999 Redemption Date: March 12, 2010 Principal Amount $4,150,000 4,380,000 Interest Rate 5.25% 5.25 CUSIP (79765A)† DB9 DC7 Airport Commission City and County of San Francisco, California San Francisco International Airport Second Series Revenue Bonds $73,915,000 Issue 24A (AMT) Dated Date: March 1, 2000 Redemption Date: May 1, 2010 Redemption Price 101.0% 101.0 Maturity Date Principal Interest CUSIP Redemption (May 1) Amount Rate (79765A)† Price 2011 $2,430,000 6.00% JT4 101.0% 2012 2,570,000 5.75 JU1 101.0 2018 3,650,000 5.50 KA3 101.0 2019 3,865,000 5.50 KB1 101.0 2020 4,100,000 5.75 KC9 101.0 2021 4,350,000 5.75 KD7 101.0 2024 14,675,000 5.50 KE5 101.0 2030 38,275,000 5.75 KF2 101.0 _______________ † Copyright American Bankers Association. CUSIP data herein is provided by Standard and Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service. CUSIP numbers are provided for convenience of reference only. None of the Commission or the Underwriters take any responsibility for the accuracy of such numbers. (Remainder of this Page Intentionally Left Blank) 3
Page 1: SAN FRANCISCO INTERNATIONAL AIRPORT
Page 4 and 5: 2010A BONDS MATURITY SCHEDULE The i
Page 6 and 7: Information Provided by the Commiss
Page 8 and 9: Page Page VERIFICATION OF MATHEMATI
Page 12 and 13: Maturity Date (May 1) 2011 2012 201
Page 14 and 15: Interest on the 2010A Bonds will be
Page 16 and 17: Mandatory Sinking Fund Redemption T
Page 18 and 19: Redemption of Credit Provider Bonds
Page 20 and 21: SPECIAL CONSIDERATIONS RELATING TO
Page 22 and 23: “Operation and Maintenance Expens
Page 24 and 25: Fifth, to pay for necessary reconst
Page 26 and 27: Letter of Credit Upon the delivery
Page 28 and 29: Pooled Reserve Account The 1991 Mas
Page 30 and 31: No Acceleration The Bonds are not s
Page 32 and 33: LETTER OF CREDIT AND REIMBURSEMENT
Page 34 and 35: appealable judgment, to be null and
Page 36 and 37: In addition to revenues received fr
Page 38 and 39: In addition to these regulatory act
Page 40 and 41: Each of Moody’s, Standard & Poor
Page 42 and 43: Initiative, Referendum and Charter
Page 44 and 45: Jackson J. Wong was appointed Chief
Page 46 and 47: that supports all airlines in the I
Page 48 and 49: from $1.50 to $4.00. The Airport is
Page 50 and 51: Airport Security In the immediate a
Page 52 and 53: � United Airlines commenced daily
Page 54 and 55: The following table lists the air c
Page 56 and 57: During Fiscal Year 2008-09 approxim
Page 58 and 59: Domestic Enplanements. During Fisca
Page 60 and 61:
International Enplanements. Interna
Page 62 and 63:
Cargo Traffic and Landed Weight Car
Page 64 and 65:
TOTAL LANDED WEIGHT BY AIRLINE †
Page 66 and 67:
Settlement Agreement Under the Sett
Page 68 and 69:
Expiration of the Settlement Agreem
Page 70 and 71:
the beneficiaries (the people of th
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Hazardous Material Management Envir
Page 74 and 75:
SUMMARY OF AIRPORT FINANCIAL RESULT
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Aviation Market Stimulus Program In
Page 78 and 79:
On November 21, 2006, Travelex, the
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PRINCIPAL AIRPORT CONCESSIONAIRES
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Off-Airport Parking Facilities Seve
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INTEREST RATE SWAP POLICY MAXIMUM N
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The table below summarizes the inte
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SUMMARY OF PAYMENTS MADE BY THE AIR
Page 90 and 91:
Voter Approved Changes to the Retir
Page 92 and 93:
A decline in the actuarial value of
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Postemployment Health Care Benefits
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Under the Treasurer’s current inv
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Debt Service Requirements The follo
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Current and Future Financings Capit
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Other Matters In the regular course
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federal, state or local tax liabili
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MISCELLANEOUS This Official Stateme
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(This Page Intentionally Left Blank
Page 149 and 150:
Introduction APPENDIX B INFORMATION
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APPENDIX C SUMMARY OF CERTAIN PROVI
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Closing Date means the date upon wh
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Interest Payment Date means each da
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the Trustee for cancellation; (b) B
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payment agreement with the United S
Page 161 and 162:
Special Facility means any existing
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Revenue Fund; Allocation of Net Rev
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Moneys in the respective accounts i
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Investments are allocated. Amounts
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Subordinate Bonds The Commission ma
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act or thing the effect of which wo
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filing of any such petition or to t
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moneys, funds and properties pledge
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The recitals, statements and repres
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The Trustee or the Paying Agent, as
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to or greater than the Credit Facil
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(a) such 2010A Bonds sold by the Re
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The Remarketing Agent The Remarketi
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APPENDIX D SUMMARIES OF CERTAIN PRO
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computations made in accordance wit
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APPENDIX E SUMMARY OF CERTAIN PROVI
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statement, it must be available fro
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Duties, Immunities and Liabilities
Page 197 and 198:
APPENDIX F INFORMATION REGARDING TH
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Ambac Assurance’s consolidated fi
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Capitalization of AGM At September
Page 203 and 204:
The available amount of each MBIA s
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complaint also alleges that certain
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APPENDIX G PROPOSED FORM OF OPINION
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APPENDIX H JPMORGAN CHASE BANK, NAT
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The Available Amount (as hereinafte
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JPMorgan Chase Bank, National Assoc
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Page 217 and 218:
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IN WITNESS WHEREOF, this Certificat
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(ii) $_______________________ is de
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The undersigned Transferor acknowle
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The Bank of New York Trust Company,
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Page 233 and 234:
The Bank of New York Trust Company,
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