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

NEW ________________________________ ISSUE­BOOK­ENTRY ONLY RATINGS: ___________ Moody’s __________ S&P __________ Fitch
Structured Ratings: Aaa/VMIG1 AAA/A­1+ AA+/F1+
Underlying Ratings: A1 A A+
(See “RATINGS”)
In the opinion of Orrick, Herrington & Sutcliffe LLP and Ronald E. Lee, Esq., Co­Bond Counsel to the Commission, based upon an analysis of existing laws, regulations,
rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the 2010A Bonds
is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, except that no opinion is expressed as to the status
of interest on any 2010A Bond for any period that such 2010A Bond is held by a “substantial user” of the facilities financed or refinanced by the 2010A Bonds or by a “related
person” within the meaning of Section 147(a) of the Internal Revenue Code of 1986. Co­Bond Counsel observes, however, that interest on the 2010A Bonds is a specific
preference item for purposes of the federal individual and corporate alternative minimum taxes. Co­Bond Counsel are also of the opinion that interest on the 2010A Bonds is
exempt from State of California personal income taxes. Co­Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition
of, or the accrual or receipt of interest on, the 2010A Bonds. See “TAX MATTERS.”
$215,970,000
AIRPORT COMMISSION
CITY AND COUNTY OF SAN FRANCISCO, CALIFORNIA
SAN FRANCISCO INTERNATIONAL AIRPORT
SECOND SERIES VARIABLE RATE REVENUE REFUNDING BONDS
SERIES 2010A
(AMT)
Comprised of:
$86,375,000 $57,595,000 $72,000,000
Series 2010A­1 Series 2010A­2 Series 2010A­3
Dated: Date of Delivery Due: As shown on the inside cover
This Official Statement describes the 2010A Bonds only while they are in the Weekly Mode and are subject to the DTC book­entry only system. Owners and Potential
Owners of the 2010A Bonds should not rely on this Official Statement for information following a change of the 2010A Bonds to any other Mode, but should look solely to the
offering documents to be used in connection with any such Mode change. See “DESCRIPTION OF THE 2010A BONDS.”
The Airport Commission (the “Commission”) of the City and County of San Francisco will issue $215,970,000 aggregate principal amount of its San Francisco
International Airport Second Series Variable Rate Revenue Refunding Bonds, Series 2010A, comprised of $86,375,000 principal amount of Series 2010A­1, $57,595,000
principal amount of Series 2010A­2 and $72,000,000 principal amount of Series 2010A­3 (each, a “Series of 2010A Bonds” and collectively, the “2010A Bonds”) pursuant
to Commission Resolution No. 91­0210, adopted on December 3, 1991 (the “1991 Resolution”), as amended and supplemented (the “1991 Master Resolution”). The 2010A
Bonds will mature on the dates shown on the inside cover. See “DESCRIPTION OF THE 2010A BONDS.” The San Francisco International Airport (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.”
Proceeds of the 2010A Bonds will be used, together with other available moneys, to refund certain Bonds previously issued by the Commission (collectively, the
“Refunded Bonds”) and pay or reimburse the Airport for certain costs of issuance associated with the 2010A Bonds. See “REFUNDING PLAN.”
The 2010A Bonds will be issued as parity Bonds pursuant to the 1991 Master Resolution, and together with all Bonds issued thereunder are equally secured by a pledge
of, lien on and security interest in the Net Revenues (as defined herein) of the Airport.
Each Series of 2010A Bonds will initially be issued in a Weekly Mode during which period such Series of 2010A Bonds will bear interest at a Weekly Rate determined
by the applicable Remarketing Agent, as described herein, unless such Series of 2010A Bonds is converted to a different mode. See “DESCRIPTION OF THE 2010A
BONDS–Weekly Mode Provisions.” The 2010A Bonds will be issuable only as fully registered bonds, registered in the name of Cede & Co., as registered owner and nominee
for The Depository Trust Company, New York, New York (“DTC”). Purchases of beneficial ownership interests in the 2010A Bonds will be made in book­entry form only,
in Authorized Denominations of $100,000 and any integral multiple of $5,000 in excess thereof. Purchasers of beneficial ownership interests will not receive certificates
representing their interests in the 2010A Bonds. So long as Cede & Co. is the registered owner of the 2010A Bonds, as nominee of DTC, references herein to the registered
owners shall mean Cede & Co., and shall not mean the Beneficial Owners of the 2010A Bonds.
The principal of 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
on the dates shown on the inside cover. So long as Cede & Co. is the registered owner of any 2010A Bonds, payment of principal and interest will be made to Cede & Co. as
nominee for DTC, which is required in turn to remit such principal and interest to the DTC Participants for subsequent disbursement to the 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
Participants and Indirect Participants, as more fully described herein. See APPENDIX B–“INFORMATION REGARDING DTC AND THE BOOK­ENTRY ONLY SYSTEM.” The Bank of
New York Mellon Trust Company, N.A. has been appointed by the Commission to act as Trustee for the Bonds.
The 2010A Bonds are subject to optional and mandatory redemption prior to their respective stated maturities and are subject to optional and mandatory tender
for purchase. See “DESCRIPTION OF THE 2010A BONDS–Redemption Provisions” and “–Optional and Mandatory Tenders for Purchase.”
THE 2010A BONDS ARE SPECIAL OBLIGATIONS OF THE COMMISSION, PAYABLE AS TO PRINCIPAL (BUT NOT PURCHASE PRICE) AND INTEREST,
SOLELY OUT OF, AND SECURED BY A PLEDGE OF AND LIEN ON, THE NET REVENUES OF THE AIRPORT AND THE FUNDS AND ACCOUNTS PROVIDED
FOR IN THE 1991 MASTER RESOLUTION. NEITHER THE CREDIT NOR TAXING POWER OF THE CITY AND COUNTY OF SAN FRANCISCO, THE STATE OF
CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OR PURCHASE PRICE OF OR INTEREST
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
COUNTY OF SAN FRANCISCO, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF TO PAY THE PRINCPAL OR PURCHASE PRICE
OF THE 2010A BONDS OR THE INTEREST THEREON. THE COMMISSION HAS NO TAXING POWER WHATSOEVER.
Payment of the principal and purchase price of and interest on the 2010A Bonds, is secured by an irrevocable direct­pay letter of credit (the “Letter of Credit”) issued to
the Trustee by JPMorgan Chase Bank, National Association (the “Bank”) for the benefit of the 2010A Bondholders.
The Letter of Credit issued by the Bank will be in effect through February 8, 2013, unless extended or terminated earlier upon the occurrence of certain events as described
in the Letter of Credit. Under certain circumstances, the Letter of Credit may be replaced by an alternate credit facility as described herein. See “LETTER OF CREDIT” and
APPENDIX G–“FORM OF THE LETTER OF CREDIT.”
The payment of the principal portion of the Purchase Price of the 2010A Bonds is not secured by a pledge or lien on Net Revenues.
The 2010A Bonds are offered when, as and if issued by the Commission and received by the Underwriters, subject to the approval of legality by Orrick, Herrington &
Sutcliffe LLP, San Francisco, California, and Ronald E. Lee, Esq., Davis, California, Co­Bond Counsel to the Commission, and certain other conditions. Certain legal matters
will be passed upon for the Commission by the City Attorney and by Lofton & Jennings, San Francisco, California, Disclosure Counsel, for the Underwriters by their counsel
Hawkins Delafield & Wood LLP, San Francisco, California and for the Bank by Chapman and Cutler LLP, Chicago, Illinois. It is expected that the 2010A Bonds will be
delivered through the facilities of DTC on or about February 10, 2010, in New York, New York against payment therefor.
Barclays Capital Morgan Keegan & Company, Inc. RBC Capital Markets
Dated: February 1, 2010