Agmt15 Raymond James and Assoc. Port of RWC sale of refunding bonds

Browse Search

NEW ISSUE—FULL BOOK EIVTRY RATINGS: S&P:°AA-°(NPFG Insured) S&P:"BBB"(Underlyinp� (See°RATINGS°herein) In the opinion of Jones Hall,A Professional Law Corporation,Bond Counsel,subject,however,to certain qualifications described herein,under existing law,the interest on the 2015 Bonds is excluded from gross income for federal income tax purposes,except during any period while a 2015 Bond is held by a"substantial user°of the facilities financed by the 2015 Bonds or by a"related person"within the meaning of secHon 147(a)of the Internal Revenue Code of 1986.It should be noted,however, that such interest is an item of tax preference for purposes of compuHng the federal altemative minimum tax imposed on individuals and corporations.In the further opinion of Bond Counsel,interest on the 2015 Bonds is,under exisring law,exempt from personal income taxation imposed by the State of California.See"TAX MATTERS°herein. � d��, $6,940,000 ' � � Port of Redwood City I s s (San Mateo County, California) � ��K,��`'� Refunding Revenue Bonds, Series 2015 � i Dated:Date of Delivery Due:June 1,as shown on the inside front cover The$6,940,000 Port of Redwood City Refunding Revenue Bonds,Series 2015(the"2015 Bonds"),will be 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 of the 2015 Bonds.Individual purchases of 2015 Bonds will be made in book-entry form only,in denominations of$5,000 or any integral mulriple thereof.Purchasers of 2015 Bonds will not receive certificates representing their interest in the 2015 Bonds purchased but will receive a credit balance in the records of DTC.Principal of and interest on the 2015 Bonds are payable directly to DTC by U.S.Bank National Association,San Francisco,California,as trustee(the"Trustee").Principal is payable on the dates set forth below.Interest is payable semiamlually on each June 1 and December 1,commencing December 1,2015.Upon receipt of payments of principal of,premium,if az1y,and interest on the 2015 Bonds,DTC is obligated in hxrn to remit such principal,premium,if any,and interest to the DTC Parricipants(as defined herein)for subsequent disbursement to purchasers of the 2015 Bonds,as described herein. The 2015 Bonds are being issued by the Board of Port Commissioners(the"Board")of the Port Department of the City of Redwood City(the"PorY')to(a)refund, on a current basis,the outstanding Port of Redwood City Revenue Bonds,Series 1999,(b)purchase a municipal bond insurance policy in lieu of cash funding a reserve fund for the 2015 Bonds,and(c)pay the costs of issuance of the 2015 Bonds.See"FINANCING PLAN"herein. The 2015 Bonds are issued under the Charter of the City of Redwood City,provisions of section 54300 et seq.of the California Government Code,and all laws amendatory thereof or supplemental thereto(the"Bond Law"),and pursuant to the provisions of a Master Indenture,dated as of April 1,1999,as supplemented by a First Supplemental Indenture,dated as of April 1,1999,a Second Supplemental Indenture,dated as of June 1,2012,and a Third Supplemental Indenture, dated as of May 1,2015(collecrively,the"Indenture"),each by and between the Port and the Trustee. The 2015 Bonds are special obligations of the Port and are secured by a pledge of,and charge and lien upon,and shall be payable exclusively from,the Net Revenues(as defined herein)of the Port and other funds pledged under the Indenture.Net Revenues include certain income and revenue received by the Board from the operarion of the Port,less all amounts which are required to be used to pay Maintenance and Operation Costs(as defined herein).The 2015 Bonds are being issued with a pledge of and lien on Net Revenues on a parity with the 2012 Bonds(as defined herein). The 2015 Bonds are not a debt of the City of Redwood City(the"City"),nor a legal or equitable pledge,charge,lien or encumbrance upon and shall be payable from the Net Revenues on a parity with all other Bonds,including the 2012 Bonds(as herninafter defined),Contracts,including Parity Repayment Obligations(as defined herein), and all other debt iasued or incurred and payable from Net Revenues on a parity with the Bonds,Conhacts and Parity Repayment Obligations.Neither the faith and credit nor the taxing power of the City,the State of California(the"State")or any other public agency thereof is pledged to the payment of the 2015 Bonds.The 2015 Bonds do not constitute a debt,liability or obligation of the City,the State or any public agency themof (other than the Port),and neither the Commissioners of the Board nor any persons executing the 2015 Bonds am liable personally on the 2015 Bonds by reason of their issuance.See°SECURITY FOR THE BONDS"herein. The Port has covenanted under the Indenture to fix,prescribe and collect rates,fees charges and manage the operation of the Port enterprise for each fiscal year which will produce gross revenues sufficient in each Fiscal Year to provide Net Revenues equal to at least 1.2 times the aggregate of the annual debt service with respect to the 2015 Bonds,the 2012 Bonds and payments with respect to any Parity Obligarions(as defined herein)hereafter issued or incurred by the Port in such Fiscal Year. The 2015 Bonds are subject to redemption prior to maturity.See"THE BONDS—Redemprion"herein. The scheduled payment of the principal of and interest on the 2015 Bonds when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the 2015 Bonds by NATIONAL PUBLIC FINANCE GUARANTEE CORPORATION. III , 1 , 1 1 � � MATURITY SCHEDULE SEE THE INSIDE FRONT COVER This cover page contains information for general reference only.It is�a summary of this issue.Potential purchasers of the 2015 Bonds are advised to read the entire Official Statement to obtain information essenrial to making an informed investment decision. The 2015 Bonds will be offered when,as and if issued and received by the Underwriter,subject to the approval of legality by Jones Hall,A Professional Law Corporation,San Francisco,Califomia,Bond Counsel.Certain legal matters will be passed upon for the Port by Quint&Thimmig LLP,Larkspur,Califonlia, Disclosure Counsel,and byFrancois X.Sorba,Esq.,counsel to the Port.Certain legal matters will be passed upon for the Underwriter by Schiff Hardin LLP,San Francisco,California.It is expected that the 2015 Bonds,in book-entry only form,will be available for delivery through the facilities of DTC on or about May 13, 2015. P;A►YMOND JA1V�� Dated:Apri123,2015 I