PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA               Item No.      6a 
ACTION ITEM 
Date of Meeting      June 23, 2015 
DATE:    June 8, 2015 
TO:      Ted Fick, Chief Executive Officer 
FROM:   Elizabeth Morrison, Director, Corporate Finance 
SUBJECT:  Resolution No. 3709  issuance and sale of intermediate lien revenue and
refunding bonds in the aggregate principal amount of not to exceed $675,000,000 

ACTION REQUESTED 
Request Second Reading and Final Passage of Resolution No. 3709: 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
$675,000,000, 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. 
SYNOPSIS 
Commission authorization is requested to issue intermediate lien revenue and refunding bonds
(the "Bonds") in an amount estimated not to exceed $675,000,000 (including a reserve fund
deposit, capitalized interest and cost of issuance) to fund the costs of capital improvements at the
Airport (2015 Bond Projects attachment) and to refund up to $319,295,000 of outstanding first
lien revenue bonds, Series 2005A, for debt service savings.
BACKGROUND 
As part of the Port's debt management program, the Port monitors opportunities to reduce
interest costs. In 2005, the Port issued Intermediate Lien Revenue Bonds to fund Airport
projects; the 2005 Bonds were callable on March 1, 2015. Current low interest rates provide a
favorable refunding opportunity. The outstanding amount is $319 million and estimated present
value savings are currently $30 million. The refunding bonds will be structured for level savings
which will result in reduced annual debt service with the same final maturity date as the 2005
Bonds. 
In addition, the Bonds will include funding for an estimated $290 million in Airport project
costs. The Bonds will fund a portion of several major projects; cash, grants, passenger facility
charges and future bond proceeds will also provide funding for these projects. The major
projects include the North Satellite and related improvements (NorthStar), center runway 

Template revised May 30, 2013.

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
June 8, 2015 
Page 2 of 3 
pavement replacement, installation of emergency backup power and construction of aircraft
parking capacity at the former U.S. Postal Service site. The full list of projects is listed in 2015
Bond Projects attachment. This will be the first new money bonds for Airport projects that the
Port has issued since 2010. Typically new money bond disclosure includes a feasibility report
that provides investors with information on the Port and its ability to support additional debt.
The report will include operating and financial forecasts based on the Port's most current
assumptions including the preliminary funding plan for the international arrival facility approved
on May 26, 2014 and the formation of the Northwest Seaport Alliance. 
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 the interest on the Bonds during construction (capitalized
interest) as appropriate. The current schedule assumes sale of the bonds in July and closing in
August depending on market conditions. 

ADDITIONAL BACKGROUND 
The Bonds are being issued pursuant to the Intermediate Lien Master Resolution No. 3540 and
this Resolution No. 3709. The Bonds will be fixed-rate and will be issued in multiple series
based on the tax status of the projects to be funded or refunded. Series A will be issued as
governmental bonds exempt from all federal income tax (non-AMT) and used for the center
runway rehabilitation project. Series B will also be issued as governmental bonds and used to
refund the 2005A (non-AMT) Bonds. Series C will be issued as private activity bonds exempt
from regular federal income tax, but subject to the Alternative Minimum Tax (AMT) and will be
used to fund the other capital projects that do not quality as governmental purpose bonds. The
Resolution also provides for a taxable series that can replace Series C; in some markets taxable
rates are competitive and taxable bonds have lower on-going compliance costs. 
Resolution No. 3709 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, minimum
savings rate for the refunding component, maximum interest rate for the new money bonds 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:

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
June 8, 2015 
Page 3 of 3 
Maximum size:     $675,000,000 
Minimum debt service savings:    4.0% 
Maximum interest rate:     5.0% 
Expiration of Delegation of Authority:     six months 
Upon adoption, Resolution No. 3709 will authorize the Designated Port Representative (the
Chief Executive Officer, the Deputy Chief Executive Officer 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 Morgan Stanley & Co. Inc.; Barclays
Capital; Backstrom McCarley Berry & Co., LLC; Drexel Hamilton, LLC; J.P. Morgan
Securities, LLC; and Merrill Lynch, Pierce, Fenner & Smith Inc. Piper Jaffray 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 
Resolution No. 3709 
2015 Bond Projects 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
June 9, 2015  First Reading of Resolution No. 3709. 
April 28, 2015  Commission Briefing on 2015 Intermediate Lien Revenue and
Refunding Bonds. 
October 28, 2014  Briefing on 2015-2019 Draft Plan of Finance.