Template revised September 22, 2016.
COMMISSION
AGENDA MEMORANDUM
Item No.
10a
ACTION ITEM
Date of Meeting
June 11, 2024
DATE: May 24, 2024
TO: Stephen Metruck, Executive Director
FROM: Elizabeth Morrison, Director, Corporate Finance
Scott Bertram, Manager Corporate Financial Analysis
SUBJECT: Resolution No. 3826 – Issuance and Sale of Intermediate Lien Revenue and
Refunding Bonds in the Aggregate Principal Amount of Not-to-Exceed $850,000,000.
ACTION REQUESTED
Request introduction of Resolution No. 3826: A Resolution of the Commission of the Port of
Seattle authorizing the issuance and sale of Intermediate Lien revenue and refunding bonds in
one or more series (the “2024 Revenue Bonds”), in the aggregate principal amount of not to
exceed $850,000,000 for the purposes of financing capital improvements to aviation facilities and
refunding certain outstanding revenue bonds of the Port; setting forth certain bond terms and
covenants; and delegating authority to approve final terms and conditions and the sale of the
bonds.
EXECUTIVE SUMMARY
The 2024 Revenue Bonds will be used to fund an estimated $535 million of capital improvements
at the Airport, and to refund up to $85,065,000 of outstanding Intermediate Lien revenue
refunding bonds, Series 2013 (the “2013 Bonds”) and $187,275,000 of outstanding Intermediate
Lien revenue refunding bonds, Series 2015AB (the “2015 Bonds”), for debt service savings.
JUSTIFICATION
As part of the Port’s debt management program, the Port monitors opportunities to reduce debt
service. At this time, current interest rates provide for a potentially favorable refunding
opportunity on several outstanding Port revenue bonds, including the 2013 Bonds and the 2015
Bonds, both of which funded or refunded Airport capital improvements. The 2013 bonds are
currently callable, and the 2015 bonds will be callable in September and October, 2024. The
current estimated present value savings of refunding the 2013 Bonds and 2015 Bonds is
approximately $1.7 million and $7.5 million, respectively.
The 2024-2028 Plan of Finance estimated future revenue bond needs of $3.6 billion to help pay
for the Airport’s ~$5.5 billion capital improvement plan over the next five years, and these 2024
Revenue Bonds will include funding for approximately $535 million of those Airport project costs.
Some of the major projects to be funded, in part, with this bond issuance include North Main
COMMISSION AGENDA – Action Item No. 10a Page 2 of 4
Meeting Date: June 11, 2024
Template revised September 22, 2016.
Terminal Redevelopment, Baggage Optimization, C Concourse Expansion, S Concourse Evolution,
and A Concourse Expansion along with various other Airport improvements; a list of projects
currently identified for 2024 Bond funding is provided in Exhibit A. If project spending is delayed
or if other funding sources are available, e.g., federal grants, the 2024 Revenue Bond proceeds
may be redirected to other projects within the limits established by the federal tax code. No
2024 Revenue Bond proceeds or other funds can be spent on any project without the appropriate
project authorization.
The 2024 Revenue bonds will also include proceeds sufficient to pay cost of issuance, fund the
required debt service reserve and pay a portion of the interest (capitalized interest) on the Bonds
during project construction (i.e. until the bond funded projects can be placed in service and
included in the rate base).
DETAILS
The Bonds are being issued pursuant to the Intermediate Lien Master Resolution No. 3540 and
this Resolution No. 3826. The Bonds will be issued in multiple series based on the tax status of
the projects to be funded or the tax status of the 2013 Bonds or 2015 Bonds being refunded.
Three series are anticipated.
• One series is expected to be issued as governmental bonds exempt from all federal
income tax (Non-AMT). This series would be used to refund the outstanding 2015 bonds;
it may also provide funding for airport capital projects eligible for governmental bond
funding, if applicable.
• A second series is expected to be issued as private activity bonds exempt from regular
income tax but subject to the Alternative Minimum Tax (AMT). This is the most common
type of tax-exempt bond that the Port issues because it allows the Port to lease facilities
to airport and seaport tenants. This series would be used to refund the 2013 Bonds, which
were issued as AMT bonds, and provide funding for on-going airport capital investments.
• The third series of bonds may be issued as taxable debt and investors would be subject
to federal income tax. This series would be used to fund airport capital investments that
are not eligible for tax-exempt bond funding or would otherwise benefit from greater
flexibility of not needing to comply with tax-exempt bond restrictions. Currently, Port
staff does not expect the need for taxable bonds, but we have retained the option to
include a taxable series if circumstances change.
COMMISSION AGENDA – Action Item No. 10a Page 3 of 4
Meeting Date: June 11, 2024
Template revised September 22, 2016.
The table below summarizes the potential refunding candidates.
Resolution No. 3826 is similar in all material respects to other Intermediate Lien Series
Resolutions and provides for a contribution to the common debt service reserve fund that
provides security for all Intermediate Lien bonds.
The Resolution delegates to the Port’s Executive Director the authority to approve interest rates,
maturity dates, redemption rights, interest payment dates, and principal maturities for the Bonds
(these are generally set at the time of pricing and dictated by market conditions at that time).
Commission parameters that limit the delegation are a maximum bond size, maximum interest
rate, and expiration date for the delegated authority. If the Bonds cannot be sold within these
parameters, further Commission action would be required. The recommended delegation
parameters are:
Maximum size: $850,000,000
Maximum interest rate on Tax-Exempt bonds: 6.0%
Maximum interest rate on Taxable bonds (if needed): 7.0%
Expiration of Delegation of Authority: June 25, 2025
Upon adoption, Resolution No. 3826 will authorize the Designated Port Representative (the
Port’s Executive Director, the Deputy Executive Director or the Port’s Chief Financial Officer or
their respective delegates) to approve the Bond Purchase Contract, escrow agreement, if any,
pay the costs of issuance, execute all documents including the preparation and dissemination of
a preliminary official statement and final official statement, provide for continuing disclosure and
take other action appropriate for the prompt execution and delivery of the Bonds.
The Bonds will be sold through negotiated sale to BofA Securities, Barclays Capital, Goldman
Sachs & Co. LLC, Jefferies LLC, Morgan Stanley, Siebert Williams Shank & Co., LLC
(2)
, Academy
Securities, Inc.
(1)
, and Stern Brothers & Company
(2)
. Piper Sandler & Co. is serving as Financial
Advisor, K&L Gates LLP is serving as bond counsel and Pacifica Law Group is serving as disclosure
counsel on the transaction.
(1) Disabled veteran owned firm
(2) Women or Minority owned firm
Refunding Candidates Total Principal ($)
2015A Intermediate Lien Revenue Bonds (Non-AMT) 57,740,000
2015B Intermediate Lien Revenue Refunding Bonds (Non-AMT) 129,535,000
2013 Intermediate Lien Revenue Refunding Bonds (AMT) 85,065,000
272,340,000
COMMISSION AGENDA – Action Item No. 10a Page 4 of 4
Meeting Date: June 11, 2024
Template revised September 22, 2016.
ATTACHMENTS TO THIS REQUEST
(1) Draft Resolution No. 3826
(2) Presentation
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS
October 24, 2023 – The Commission was briefed on the draft plan of finance.
EXHIBIT A
North Main Terminal Redevelopment (SEA Gateway Project)
C Concourse Expansion
S Concourse Evolution
Checked Baggage Optimization
Post IAF Airline Realignment
Main Terminal Low Voltage System Upgrade
A Concourse Expansion
Taxiway A Circuit Replacement
Upgrade Satellite Train System (STS) Control
Concourse Low Voltage System Upgrades
Passenger Loading Bridge Renewal and Replacement (2022)
N14WB and N15NB Common Use
Checkpoint 1 Relocation
Port Shared-Lounge Concourse A
