Template revised September 22, 2016.
COMMISSION
AGENDA MEMORANDUM
Item No.
10a
ACTION ITEM
Date of Meeting
June 9, 2026
DATE: May 22, 2026
TO: Stephen P. Metruck, Executive Director
FROM: Chris Wimsatt, Chief Financial Officer
Scott Bertram, Manager, Corporate Finance
Angie Rose, Principal Financial Analyst, Corporate Finance
SUBJECT: Resolution No. 3849 – Issuance and Sale of Intermediate Lien Revenue Refunding
Bonds in the Aggregate Principal Amount of Not-to-Exceed $250,000,000 and
Resolution No. 3850 – Issuance and Sale of First Lien Revenue Refunding Bonds in
the Aggregate Principal Amount of Not-to-Exceed $70,000,000
ACTION REQUESTED
Introduction of the following Resolutions:
• Resolution No. 3849: A Resolution of the Port Commission of the Port of Seattle
authorizing the issuance and sale of Intermediate Lien Revenue Refunding Bonds, Series
2026 in the aggregate principal amount of not to exceed $250,000,000 (the “2026
Intermediate Lien Bonds”), for the purpose of refunding the Port’s Intermediate Lien
Revenue Bonds, Series 2015C (the “2015C Bonds”) and the Port’s Intermediate Lien
Revenue Refunding Bonds, Series 2016 (the “2016 Bonds”).
• Resolution No. 3850: A Resolution of the Port Commission of the Port of Seattle
authorizing the issuance and sale of First Lien Revenue Refunding Bonds, Series 2026 in
the aggregate principal amount of not to exceed $70,000,000 (the “2026 First Lien
Bonds”), for the purpose of refunding the Port’s First Lien Revenue Refunding Bonds,
Series 2016B (the “2016B Bonds”).
Resolution No. 3849 and No. 3850 also set forth certain bond terms and covenants and delegate
authority to approve final terms and conditions and the sale of the 2026 Intermediate Lien Bonds
and 2026 First Lien Bonds, respectively.
COMMISSION AGENDA – Action Item No. 10a Page 2 of 4
Meeting Date: June 9, 2026
Template revised September 22, 2016.
EXECUTIVE SUMMARY
Commission authorization is requested to 1. issue the 2026 Intermediate Lien Revenue Refunding
Bonds in an amount not-to-exceed $250,000,000 (including any cost of issuance) to refund up to
$225,740,000 outstanding 2015C Bonds and 2016 Bonds for debt service savings, and 2. to issue
the 2026 First Lien Revenue Refunding Bonds in an amount not-to-exceed $70,000,000 (including
any cost of issuance) to refund up to $66,365,000 outstanding 2016 Bonds for debt service
savings.
JUSTIFICATION
As part of the Port’s debt management program, the Port monitors opportunities to reduce debt
service. The Port has three outstanding series of revenue bonds that are currently callable and
based on current market interest rates provide expected favorable refunding opportunities:
• 2015C and 2016 Bonds (Intermediate Lien)
o Funded or refunded capital improvements at the airport
• 2016B Bonds (First Lien):
o Refunded bonds issued in 2007 to fund various Seaport capital improvements
The Port expects to refund a total of $225,740,000 of outstanding 2015C and 2016 Bonds and
estimates present value savings of approximately $8.3 million if savings targets are met. The Port
expects to refund a total of $66,365,000 of the 2016B Bonds and estimates present value savings
of approximately $2.0 million if savings targets are met.
ADDITIONAL BACKGROUND
The Port typically refinances bonds to achieve uniform annual savings by issuing new debt at
lower interest rates. The Port may also choose to use cash instead of issuing new bonds to retire
callable debt. This approach does not change the total amount of cash used over time; it simply
accelerates when that cash is applied.
Contributing cash to the refunding reduces the amount of refunding bonds that will need to be
issued, which lowers future debt service, and improves debt service coverage in the prepaid
years. This strengthens Portwide financial flexibility and supports the Port’s strong credit.
Staff recommends that up to $25 million of General Fund cash be used to accelerate payment of
certain maturities of the 2016B First Lien Bonds in lieu of refunding with new bonds if market
conditions warrant close to the time of the transaction. The General Fund balance currently
exceeds the Seaport 12-month O&M fund balance target and exceeds the minimum fund balance
forecast in the Plan of Finance over the next several years due to improvements in financial
performance and one-time sources of funds. The exact general fund contribution amount and
specific debt maturities targeted will be determined closer to the bond sale date in early August.
Because this is merely an acceleration of the use of cash to pay debt service, no Commission
COMMISSION AGENDA – Action Item No. 10a Page 3 of 4
Meeting Date: June 9, 2026
Template revised September 22, 2016.
action is required. The requested maximum par amount of the First Lien Refunding Bonds is
based on no cash being used to prepay 2016B bonds.
DETAILS
The 2026 Intermediate Lien Bonds are being issued pursuant to the Intermediate Lien Master
Resolution No. 3540 and this Resolution No. 3849. Resolution No. 3849 is similar in all material
respects to other Intermediate Lien Series Resolutions.
The 2026 Intermediate Lien Bonds are expected to be issued in two series based on the tax status
of the 2015C and 2016 Bonds being refunded:
• 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.
• 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 outstanding
2015C bonds.
The 2026 First Lien Bonds are being issued pursuant to the Amended and Restated Master
Resolution No. 3577 and this Resolution No. 3850. Resolution No. 3850 is similar in all material
respects to other First Lien Series Resolutions. The 2026 First Lien Bonds will be issued as tax-
exempt private activity bond exempt from regular federal income tax, but subject to the
alternative minimum tax (AMT).
Delegation of Authority
Both Resolutions No. 3849 and No. 3850 delegate 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 2026 First Lien Bonds and 2026 Intermediate Lien Bonds cannot be sold within these
parameters, further Commission action would be required. The recommended delegation
parameters are:
2026 Intermediate Lien Bonds:
Maximum size: $250,000,000
Maximum interest rate: 4.50%
Expiration of Delegation of Authority: June 23, 2027
COMMISSION AGENDA – Action Item No. 10a Page 4 of 4
Meeting Date: June 9, 2026
Template revised September 22, 2016.
2026 First Lien Bonds:
Maximum size: $70,000,000
Maximum interest rate: 4.50%
Expiration of Delegation of Authority: June 23, 2027
Upon adoption, Resolutions No. 3849 and No. 3850 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 and
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 Intermediate Lien Bonds and First Lien Bonds, respectively.
The Intermediate Lien Bonds and First Lien Bonds will be sold through negotiated sale to Siebert
Williams Shank & Co., LLC
(1)
, Goldman Sachs & Co. LLC, and Stern Brothers & Company
(1)
. Piper
Sandler & Co. is serving as Financial Advisor and Pacifica Law 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. 3849
(2) Draft Resolution No. 3850
(3) Presentation
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS
October 28, 2025 – The Commission was briefed on the 2026-2030 draft plan of finance.
