Template revised September 22, 2016.

COMMISSION

AGENDA MEMORANDUM

Item No. 8c

ACTION ITEM Date of Meeting May 27, 2025

ACTION REQUESTED

Request adoption of Resolution No. 3837: 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 “2025 Revenue Bonds”), in the aggregate principal amount of not to exceed

$950,000,000 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.

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 the Port’s outstanding 2016 Bonds, which funded or refunded Airport capital

improvements. The 2016 bonds will be callable in February 2026, and the Port will achieve an

estimated $1.4 million of present value savings if the target savings level is achieved on the

refunding.

The 2025-2029 Plan of Finance estimated future revenue bond needs of $3.4 billion to help pay

for the Airport’s ~$4.9 billion capital improvement plan over the next five years, and these 2025

Revenue Bonds will include funding for approximately $700 million of those Airport project costs.

Template revised September 22, 2016.

for 2025 Bond funding is provided in Exhibit A. If project spending is delayed or if other funding

sources are available, e.g., federal grants, the 2025 Revenue Bond proceeds may be redirected

to other projects within the limits established by the federal tax code. No 2025 Revenue Bond

proceeds or other funds can be spent on any project without the appropriate project

authorization.

The 2025 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

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 2016 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 provide funding for on-going

airport capital investments.

 The third series of bonds may be issued as taxable debt and investors would be subject

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

Template revised September 22, 2016.

parameters, further Commission action would be required. The recommended delegation

parameters are:

Maximum size: $950,000,000

Maximum interest rate on Tax-Exempt bonds: 6.5%

Maximum interest rate on Taxable bonds (if needed): 7.0%

Expiration of Delegation of Authority: May 27, 2026

Upon adoption, Resolution No. 3837 will authorize the Designated Port Representative (the

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

Group LLP is serving as bond and disclosure counsel on the transaction.

(1) Woman or Minority owned firm

ATTACHMENTS TO THIS REQUEST

(1) Draft Resolution No. 3837

(2) Presentation

Template revised September 22, 2016.

C Concourse Expansion

North Main Terminal Redevelopment (SEA Gateway Project)

Checked Baggage Optimization

Post IAF Airline Realignment

Concourse A Expansion

2026-2030 Airfield Pavement

Concourse Low Voltage Upgrades

Baggage Claim 15&16 Replacement

Utility Meter Networking