COMMISSION 
AGENDA MEMORANDUM                        Item No.          10b 
ACTION ITEM                            Date of Meeting       April 27, 2021 
DATE:     April 9, 2021 
TO:        Stephen Metruck, Executive Director 
FROM:    Elizabeth Morrison, Director, Corporate Finance 
Scott Bertram, Manager Corporate Financial Analysis 
SUBJECT:  Resolution No. 3786    Issuance  and Sale  of Intermediate Lien  Revenue  and
Refunding Bonds in the Aggregate Principal Amount of Not-to-Exceed $950,000.000 
ACTION REQUESTED 
Request introduction of Resolution No. 3786: A Resolution of the Port Commission of the Port
of Seattle authorizing the issuance and sale of Intermediate Lien revenue and refunding bonds in
one or more series in the aggregate principal amount of not to exceed $950,000.000, for the
purpose of financing or refinancing capital improvements to aviation facilities and for the
purpose of 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 
Commission authorization is requested to issue Intermediate Lien revenue and refunding bonds
(the "Bonds") in an amount estimated not to exceed $950,000.000 (including a reserve fund
deposit, capitalized interest and cost of issuance) to fund the costs of capital improvements at
the Airport (Exhibit A) and to refund up to $233,395,000 outstanding Intermediate Lien revenue
bonds, Series 2010B & C and $51,110,000 of Passenger Facility Charge revenue bonds, Series
2010A for debt service savings and refinance $20,805,000 commercial paper (CP) that refunded
bonds due in 2021.
JUSTIFICATION 
As part of the Port's debt management program, the Port monitors opportunities to reduce debt
service. In 2010, the Port issued Intermediate Lien Revenue bonds to fund or to refund capital
improvements at the Airport; the bonds are currently callable. Current low interest rates and
anticipation of rising interest rates provide a favorable refunding opportunity.  The estimated
present value savings of refunding approximately $233.4 million of outstanding debt is currently
$23.6 million.
Also, in 2010, the Port issued Passenger Facility Charge (PFC) Revenue bonds to refund bonds
issued in 1998 and secured solely by the receipt of PFC's. The 2010 PFC bonds are currently

Template revised September 22, 2016.

COMMISSION AGENDA  Action Item No.10b                                 Page 2 of 5 
Meeting Date: April 27, 2021 
callable.  More typically, the Port uses PFC's to pay debt service on Intermediate Lien revenue
bonds that funded PFC eligible projects. This usage provides greater flexibility on the use of PFC's
and generally carry a lower interest rate.  Therefore, staff recommends that the PFC Revenue
bonds be refunded as Intermediate Lien revenue bonds. The estimated present value savings of
refunding approximately $51.1 million is currently $1.9 million.
In 2020, as part of the Port's efforts to manage revenue and cash reductions in response to the
COVID-19 pandemic, the Port issued CP to refund Intermediate Lien revenue bonds, series 2010
B&C principal payments due in 2021. The CP can will be refinanced with Intermediate Lien bonds.
In addition, the Bonds will include funding for an estimated $600 million in Airport project costs.
The Bonds will fund a portion of the Airport capital improvement plan; cash, grants, passenger
facility charges and existing and future bond proceeds will also provide funding.  The major
projects to be funded with this bond issuance include the final stages of International Arrivals
Facility and North Satellite Renovation, continuation of Checked Baggage Optimization and
airfield paving replacement, initial funding for terminal improvements such as C1 expansion and
Checkpoint 1 relocation along with various other Airport improvements; a list of projects
currently identified for 2021 Bond funding is provided in Exhibit A. If project spending is delayed,
Bond proceeds may be redirected to other projects within the limits established by the tax code;
use of any bond proceeds is identified in project authorization requests and no bond proceeds
can actually be spent on any projects without the appropriate project authorization.
The total Bond amount will also include proceeds sufficient to pay cost of issuance, fund the
required debt service reserve and pay a portion of the interest on the Bonds during construction
(capitalized interest) as appropriate. 

DETAILS 
The Bonds are being issued pursuant to the Intermediate Lien Master Resolution No. 3540 and
this Resolution No. 3786. The Bonds will be issued in multiple series based on the tax status of
the projects to be funded or refunded. Four series are anticipated.
One series will be issued as governmental bonds exempt from all federal income tax (non-
AMT) and used to refund the 2010A PFC bonds which funded a portion of the costs of the
third runway; it also may fund costs of projects eligible for governmental bond funding.
The second series will be issued as private activity bonds exempt from all federal income
tax. This is a special tax status that was temporarily allowed by the American Recovery
and Reinvestment Act (ARRA) bill of 2009 in the wake of the financial crisis and was used
to issue the 2010B bonds; this series may only be used to refund those bonds.
The third series will 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 taxexempt
bond that the Port issues because it allows the Port to lease facilities to airport
and seaport tenants. This series will be used to refund the 2010C bonds and to provide
funding for airport investments.

Template revised September 22, 2016.

COMMISSION AGENDA  Action Item No.10b                                 Page 3 of 5 
Meeting Date: April 27, 2021 
Finally, there may be a series of bonds the interest on which is subject to federal income
taxation. This series will be used for 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.

The table summarizes the refunding candidates by tax status. 

Refunding Candidates (1)           Total Principal ($)            Tax Status 
PFC Revenue Bonds, Series 2010A                 51,110,000   Governmental (Non-AMT) 
Intermediate Lien Revenue Bonds, Series         184,995,000   Private Activity (Non-AMT) 
2010B 
Intermediate Lien Revenue Bonds, Series          48,400,000   Private Activity (AMT) 
2010C 
Commercial Paper                               20,805,000   TBD 
TOTAL                                     305,310,000 
(1)  Most or all of these bonds are expected to be refunded for savings 

Resolution No. 3786  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 Chief Executive Officer 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:                    $950,000.000 
Maximum interest rate: 
Tax-exempt series:                 4% 
Taxable series:                      5% 
Expiration of Delegation of Authority:  six months 
Upon adoption, Resolution No. 3786 will authorize the Designated Port Representative (the
Executive Director or the Chief Financial Officer) to approve the Bond Purchase Contract, the
official statement, escrow agreement, if any, pay the cost of issuance and take other action
appropriate for the prompt execution and delivery of the Bonds. The Bonds will be sold through
negotiated sale to Barclays Capital Inc.; BofA Merrill Lynch; J.P. Morgan Securities LLC; Morgan
Stanley and Co. LLC.; and two small firms, Drexel Hamilton, and Siebert Williams Shank. Piper

Template revised September 22, 2016.

COMMISSION AGENDA  Action Item No.10b                                 Page 4 of 5 
Meeting Date: April 27, 2021 
Sandler 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. 
ATTACHMENTS TO THIS REQUEST 
(1) Draft Resolution No. 3786 
(2) Presentation 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
October 27, 2020  The Commission was briefed on the Draft Plan of Finance 














Template revised September 22, 2016.

COMMISSION AGENDA  Action Item No.10b                                 Page 5 of 5 
Meeting Date: April 27, 2021 

EXHIBIT A 

Checked Bag Recap/Optimization 
2021-25 AFLD Pavement and support Infrastructure 
NS NSAT Renovation NSTS Lobbies 
Parking Revenue Infrastructure 
Restroom Upgrades Conc B, C, D 
GSE Electrical Charging Stations 
Perimeter Intrusion Detect Systems 
N. Terminals Utilities Upgrade 
Parking Garage Elevators Modernization 
Air Cargo Rd Safety Improvements 
International Arrivals Fac-IAF 
Electric Utility Supervisory Control Data Acquisition (SCADA) 
Fire Pump Replacement 
Remote Aircraft Deicing 
Concourse C New Power Center 
Employee Services Center 
Emergency Backup Water Supply 
Passenger Loading Bridget Renew & Replace Phase 2 
Main Terminal Space Conversion 
Highline School Insulation 
Checkpoint 1 Relocation 
Main Terminal Low Voltage System Upgrade 
C1 Building Floor Expansion 
Upgrades STS Train Control 
Passenger Loading Bridge Renew and Replacement 
Building Controls Upgrade 2018 
Widen Arrivals Roadway 
Air Cargo 4 Maintenance Upgrade 
N. Main Terminal Re-development 
Concourse A Expansion 
Concourse A Duty Free 
Conc C Low Volt. Sys. Upgrade 
Port Shared-Lounge Conc A 
Parking Garage Low Volt. Sys 
Concourse D Electrical Upgrade 
Conc B Low Volt. Sys. Upgrade 
IWTP Improvements 
IWTP Controls Conversion 

Template revised September 22, 2016.