Official Statement Airport Commission City and County of San ...
Official Statement Airport Commission City and County of San ...
Official Statement Airport Commission City and County of San ...
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NEW ________________________________ ISSUEBOOKENTRY ONLY RATINGS: ___________ Moody’s __________ S&P __________ Fitch<br />
Structured Ratings: Aaa/VMIG1 AAA/A1+ AA+/F1+<br />
Underlying Ratings: A1 A A+<br />
(See “RATINGS”)<br />
In the opinion <strong>of</strong> Orrick, Herrington & Sutcliffe LLP <strong>and</strong> Ronald E. Lee, Esq., CoBond Counsel to the <strong>Commission</strong>, based upon an analysis <strong>of</strong> existing laws, regulations,<br />
rulings <strong>and</strong> court decisions, <strong>and</strong> assuming, among other matters, the accuracy <strong>of</strong> certain representations <strong>and</strong> compliance with certain covenants, interest on the 2010A Bonds<br />
is excluded from gross income for federal income tax purposes under Section 103 <strong>of</strong> the Internal Revenue Code <strong>of</strong> 1986, except that no opinion is expressed as to the status<br />
<strong>of</strong> interest on any 2010A Bond for any period that such 2010A Bond is held by a “substantial user” <strong>of</strong> the facilities financed or refinanced by the 2010A Bonds or by a “related<br />
person” within the meaning <strong>of</strong> Section 147(a) <strong>of</strong> the Internal Revenue Code <strong>of</strong> 1986. CoBond Counsel observes, however, that interest on the 2010A Bonds is a specific<br />
preference item for purposes <strong>of</strong> the federal individual <strong>and</strong> corporate alternative minimum taxes. CoBond Counsel are also <strong>of</strong> the opinion that interest on the 2010A Bonds is<br />
exempt from State <strong>of</strong> California personal income taxes. CoBond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition<br />
<strong>of</strong>, or the accrual or receipt <strong>of</strong> interest on, the 2010A Bonds. See “TAX MATTERS.”<br />
$215,970,000<br />
AIRPORT COMMISSION<br />
CITY AND COUNTY OF SAN FRANCISCO, CALIFORNIA<br />
SAN FRANCISCO INTERNATIONAL AIRPORT<br />
SECOND SERIES VARIABLE RATE REVENUE REFUNDING BONDS<br />
SERIES 2010A<br />
(AMT)<br />
Comprised <strong>of</strong>:<br />
$86,375,000 $57,595,000 $72,000,000<br />
Series 2010A1 Series 2010A2 Series 2010A3<br />
Dated: Date <strong>of</strong> Delivery Due: As shown on the inside cover<br />
This <strong>Official</strong> <strong>Statement</strong> describes the 2010A Bonds only while they are in the Weekly Mode <strong>and</strong> are subject to the DTC bookentry only system. Owners <strong>and</strong> Potential<br />
Owners <strong>of</strong> the 2010A Bonds should not rely on this <strong>Official</strong> <strong>Statement</strong> for information following a change <strong>of</strong> the 2010A Bonds to any other Mode, but should look solely to the<br />
<strong>of</strong>fering documents to be used in connection with any such Mode change. See “DESCRIPTION OF THE 2010A BONDS.”<br />
The <strong>Airport</strong> <strong>Commission</strong> (the “<strong>Commission</strong>”) <strong>of</strong> the <strong>City</strong> <strong>and</strong> <strong>County</strong> <strong>of</strong> <strong>San</strong> Francisco will issue $215,970,000 aggregate principal amount <strong>of</strong> its <strong>San</strong> Francisco<br />
International <strong>Airport</strong> Second Series Variable Rate Revenue Refunding Bonds, Series 2010A, comprised <strong>of</strong> $86,375,000 principal amount <strong>of</strong> Series 2010A1, $57,595,000<br />
principal amount <strong>of</strong> Series 2010A2 <strong>and</strong> $72,000,000 principal amount <strong>of</strong> Series 2010A3 (each, a “Series <strong>of</strong> 2010A Bonds” <strong>and</strong> collectively, the “2010A Bonds”) pursuant<br />
to <strong>Commission</strong> Resolution No. 910210, adopted on December 3, 1991 (the “1991 Resolution”), as amended <strong>and</strong> supplemented (the “1991 Master Resolution”). The 2010A<br />
Bonds will mature on the dates shown on the inside cover. See “DESCRIPTION OF THE 2010A BONDS.” The <strong>San</strong> Francisco International <strong>Airport</strong> (the “<strong>Airport</strong>”) is a department<br />
<strong>of</strong> the <strong>City</strong> <strong>and</strong> <strong>County</strong> <strong>of</strong> <strong>San</strong> Francisco (the “<strong>City</strong>”). The <strong>Commission</strong> is responsible for the operation <strong>and</strong> management <strong>of</strong> the <strong>Airport</strong>. See “SAN FRANCISCO INTERNATIONAL<br />
AIRPORT.”<br />
Proceeds <strong>of</strong> the 2010A Bonds will be used, together with other available moneys, to refund certain Bonds previously issued by the <strong>Commission</strong> (collectively, the<br />
“Refunded Bonds”) <strong>and</strong> pay or reimburse the <strong>Airport</strong> for certain costs <strong>of</strong> issuance associated with the 2010A Bonds. See “REFUNDING PLAN.”<br />
The 2010A Bonds will be issued as parity Bonds pursuant to the 1991 Master Resolution, <strong>and</strong> together with all Bonds issued thereunder are equally secured by a pledge<br />
<strong>of</strong>, lien on <strong>and</strong> security interest in the Net Revenues (as defined herein) <strong>of</strong> the <strong>Airport</strong>.<br />
Each Series <strong>of</strong> 2010A Bonds will initially be issued in a Weekly Mode during which period such Series <strong>of</strong> 2010A Bonds will bear interest at a Weekly Rate determined<br />
by the applicable Remarketing Agent, as described herein, unless such Series <strong>of</strong> 2010A Bonds is converted to a different mode. See “DESCRIPTION OF THE 2010A<br />
BONDS–Weekly Mode Provisions.” The 2010A Bonds will be issuable only as fully registered bonds, registered in the name <strong>of</strong> Cede & Co., as registered owner <strong>and</strong> nominee<br />
for The Depository Trust Company, New York, New York (“DTC”). Purchases <strong>of</strong> beneficial ownership interests in the 2010A Bonds will be made in bookentry form only,<br />
in Authorized Denominations <strong>of</strong> $100,000 <strong>and</strong> any integral multiple <strong>of</strong> $5,000 in excess there<strong>of</strong>. Purchasers <strong>of</strong> beneficial ownership interests will not receive certificates<br />
representing their interests in the 2010A Bonds. So long as Cede & Co. is the registered owner <strong>of</strong> the 2010A Bonds, as nominee <strong>of</strong> DTC, references herein to the registered<br />
owners shall mean Cede & Co., <strong>and</strong> shall not mean the Beneficial Owners <strong>of</strong> the 2010A Bonds.<br />
The principal <strong>of</strong> the 2010A Bonds is payable upon their stated maturity date as set forth on the inside cover. Interest on the 2010A Bonds in a Weekly Mode is payable<br />
on the dates shown on the inside cover. So long as Cede & Co. is the registered owner <strong>of</strong> any 2010A Bonds, payment <strong>of</strong> principal <strong>and</strong> interest will be made to Cede & Co. as<br />
nominee for DTC, which is required in turn to remit such principal <strong>and</strong> interest to the DTC Participants for subsequent disbursement to the Beneficial Owners. Disbursement<br />
<strong>of</strong> such payments to the DTC Participants is the responsibility <strong>of</strong> DTC, <strong>and</strong> disbursement <strong>of</strong> such payments to the Beneficial Owners is the responsibility <strong>of</strong> the DTC<br />
Participants <strong>and</strong> Indirect Participants, as more fully described herein. See APPENDIX B–“INFORMATION REGARDING DTC AND THE BOOKENTRY ONLY SYSTEM.” The Bank <strong>of</strong><br />
New York Mellon Trust Company, N.A. has been appointed by the <strong>Commission</strong> to act as Trustee for the Bonds.<br />
The 2010A Bonds are subject to optional <strong>and</strong> m<strong>and</strong>atory redemption prior to their respective stated maturities <strong>and</strong> are subject to optional <strong>and</strong> m<strong>and</strong>atory tender<br />
for purchase. See “DESCRIPTION OF THE 2010A BONDS–Redemption Provisions” <strong>and</strong> “–Optional <strong>and</strong> M<strong>and</strong>atory Tenders for Purchase.”<br />
THE 2010A BONDS ARE SPECIAL OBLIGATIONS OF THE COMMISSION, PAYABLE AS TO PRINCIPAL (BUT NOT PURCHASE PRICE) AND INTEREST,<br />
SOLELY OUT OF, AND SECURED BY A PLEDGE OF AND LIEN ON, THE NET REVENUES OF THE AIRPORT AND THE FUNDS AND ACCOUNTS PROVIDED<br />
FOR IN THE 1991 MASTER RESOLUTION. NEITHER THE CREDIT NOR TAXING POWER OF THE CITY AND COUNTY OF SAN FRANCISCO, THE STATE OF<br />
CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OR PURCHASE PRICE OF OR INTEREST<br />
ON THE 2010A BONDS. NO HOLDER OF A 2010A BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE TAXING POWER OF THE CITY AND<br />
COUNTY OF SAN FRANCISCO, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF TO PAY THE PRINCPAL OR PURCHASE PRICE<br />
OF THE 2010A BONDS OR THE INTEREST THEREON. THE COMMISSION HAS NO TAXING POWER WHATSOEVER.<br />
Payment <strong>of</strong> the principal <strong>and</strong> purchase price <strong>of</strong> <strong>and</strong> interest on the 2010A Bonds, is secured by an irrevocable directpay letter <strong>of</strong> credit (the “Letter <strong>of</strong> Credit”) issued to<br />
the Trustee by JPMorgan Chase Bank, National Association (the “Bank”) for the benefit <strong>of</strong> the 2010A Bondholders.<br />
The Letter <strong>of</strong> Credit issued by the Bank will be in effect through February 8, 2013, unless extended or terminated earlier upon the occurrence <strong>of</strong> certain events as described<br />
in the Letter <strong>of</strong> Credit. Under certain circumstances, the Letter <strong>of</strong> Credit may be replaced by an alternate credit facility as described herein. See “LETTER OF CREDIT” <strong>and</strong><br />
APPENDIX G–“FORM OF THE LETTER OF CREDIT.”<br />
The payment <strong>of</strong> the principal portion <strong>of</strong> the Purchase Price <strong>of</strong> the 2010A Bonds is not secured by a pledge or lien on Net Revenues.<br />
The 2010A Bonds are <strong>of</strong>fered when, as <strong>and</strong> if issued by the <strong>Commission</strong> <strong>and</strong> received by the Underwriters, subject to the approval <strong>of</strong> legality by Orrick, Herrington &<br />
Sutcliffe LLP, <strong>San</strong> Francisco, California, <strong>and</strong> Ronald E. Lee, Esq., Davis, California, CoBond Counsel to the <strong>Commission</strong>, <strong>and</strong> certain other conditions. Certain legal matters<br />
will be passed upon for the <strong>Commission</strong> by the <strong>City</strong> Attorney <strong>and</strong> by L<strong>of</strong>ton & Jennings, <strong>San</strong> Francisco, California, Disclosure Counsel, for the Underwriters by their counsel<br />
Hawkins Delafield & Wood LLP, <strong>San</strong> Francisco, California <strong>and</strong> for the Bank by Chapman <strong>and</strong> Cutler LLP, Chicago, Illinois. It is expected that the 2010A Bonds will be<br />
delivered through the facilities <strong>of</strong> DTC on or about February 10, 2010, in New York, New York against payment therefor.<br />
Barclays Capital Morgan Keegan & Company, Inc. RBC Capital Markets<br />
Dated: February 1, 2010