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Austin Convention Enterprises, Inc. Austin Convention Enterprises, Inc

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Austin Convention Enterprises, Inc. Austin Convention Enterprises, Inc Addendum to the Preliminary Official Statement dated April 19, 2017 for the following bonds: $137,995,000* $61,745,000* AUSTIN CONVENTION ENTERPRISES, INC. AUSTIN CONVENTION ENTERPRISES, INC. (a Non-Profit Public Facility Corporation acting (a Non-Profit Public Facility Corporation acting and on behalf of the City of Austin, Texas) on behalf of the City of Austin, Texas) CONVENTION CENTER HOTEL FIRST TIER CONVENTION CENTER HOTEL SECOND TIER REVENUE REFUNDING BONDS, SERIES 2017A REVENUE REFUNDING BONDS, SERIES 2017B The cover page and page iv of the Preliminary Official Statement incorrectly stated that the Underwriters intend to limit the offering of the Series 2017B Bonds only to (a) “Accredited Investors” (within the meaning of Regulation D of the Securities Act of 1933, as amended) and (b) “Qualified Institutional Buyers” (within the meaning of Rule 144A of the Securities Act of 1933, as amended). Such provisions are hereby deleted from the Preliminary Official Statement. Dated: April 20, 2017 PRELIMINARY OFFICIAL STATEMENT DATED APRIL 19, 2017 NEW ISSUE: BOOK-ENTRY ONLY PRELIMINARY RATINGS: S&P - 2017A “BBB+” S&P - 2017B “BBB-” See “RATINGS” herein IN THE OPINION OF BOND COUNSEL UNDER EXISTING LAW, AND ASSUMING COMPLIANCE WITH CERTAIN COVENANTS AND THE ACCURACY OF CERTAIN REPRESENTATIONS, INTEREST ON THE BONDS DESCRIBED HEREIN IS EXCLUDABLE FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES AND IS NOT AN ITEM OF TAX PREFERENCE FOR PURPOSES OF THE FEDERAL ALTERNATIVE MINIMUM TAX IMPOSED ON INDIVIDUALS AND CORPORATIONS; HOWEVER, INTEREST ON THE BONDS WILL BE INCLUDED IN THE “ADJUSTED CURRENT EARNINGS” OF A CORPORATION (OTHER THAN AN S CORPORATION, REGULATED INVESTMENT COMPANY, REIT, REMIC, OR FASIT) FOR PURPOSES OF COMPUTING ITS ALTERNATIVE MINIMUM TAX LIABILITY. SEE “TAX MATTERS,” HEREIN. $137,995,000* $61,745,000* AUSTIN CONVENTION ENTERPRISES, INC. AUSTIN CONVENTION ENTERPRISES, INC. (a Non-Profit Public Facility Corporation acting and (a Non-Profit Public Facility Corporation acting on behalf of the City of Austin, Texas) on behalf of the City of Austin, Texas) CONVENTION CENTER HOTEL FIRST TIER CONVENTION CENTER HOTEL SECOND TIER REVENUE REFUNDING BONDS, SERIES 2017A REVENUE REFUNDING BONDS, SERIES 2017B Austin Convention Enterprises, Inc. (the “Issuer”), a Texas nonprofit public facility corporation acting on behalf of the City of Austin, Texas (the “City”), is issuing its Convention Center Hotel Revenue Refunding Bonds, consisting of two series: (i) $137,995,000* Convention Center Hotel First Tier Revenue Refunding Bonds, Series 2017A (the “Series 2017A Bonds”) and (ii) $61,745,000* Convention Center Hotel Second Tier Revenue Refunding Bonds, Series 2017B (the “Series 2017B Bonds” together with the Series 2017A Bonds, the “Series 2017 Bonds”). The Series 2017 Bonds are being issued pursuant to the provisions of Subchapter C of Chapter 1508, Texas Government Code, Chapter 303, Texas Local Government Code, and Chapter 1207, Texas Government Code, and an Amended and Restated Indenture of Trust, effective as of the Closing Date for the Series 2017 Bonds (the “Indenture”) between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”). The proceeds of the Series 2017 Bonds, together with certain other funds, will be used to (i) refund all of the Issuer’s Outstanding Convention Center Hotel First Tier Revenue Refunding Bonds, Series 2006A (the “Series 2006A Bonds”) and the Issuer’s Outstanding Convention Center Hotel Second Tier Revenue Refunding Bonds, Series 2006B (the “Series 2006B Bonds”), which were previously issued to, among other things, refinance the construction of a full-service, convention center headquarters hotel, parking garage and supporting facilities (the “Hotel”); (ii) fund separate reserve funds for the Series 2017A Bonds and the Series 2017B Bonds; (iii) fund certain reserves for the Hotel; and (iv) pay certain costs of issuance of the Series 2017 Bonds. See “PLAN OF FINANCE – Estimated Sources and Uses”. The Hotel is managed by Hilton Management LLC (the “Hotel Manager”) as the “Hilton Austin Convention Center” pursuant to a “Hotel Operating Agreement” and a “Room Block Commitment Agreement” each between the Issuer and the Hotel Manager as more fully described herein. The Hotel opened on December 27, 2003 and has been operated continuously since such date. The Series 2017 Bonds will be registered and offered in denominations of $5,000 and integral multiples thereof. Interest on the Series 2017 Bonds will be payable on July 1, 2017 and semiannually on each January 1 and July 1 thereafter until maturity or prior redemption. The Series 2017A Bonds and the Series 2017B Bonds are subject to optional, extraordinary, and mandatory sinking fund redemption as described herein and are payable by the Issuer from the Trust Estate (as such term is defined in the Indenture). Payment of principal of and interest on the Series 2017B Bonds are fully subordinated in right and time to payments of principal, interest, and redemption premium, if any, on the Series 2017A Bonds. When issued, each series of the Series 2017 Bonds will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Series 2017 Bonds. The Series 2017 Bonds will be issued in book-entry only form, and holders of the Series 2017 Bonds will not receive physical delivery of bonds except as described herein. During any period in which ownership of any of the Series 2017 Bonds is determined only by a book entry at DTC, the Trustee will make payments on such Series 2017 Bonds to DTC or DTC’s nominee in accordance with arrangements between the Trustee and DTC. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR GENERAL REFERENCE ONLY. IT IS INTENDED AS A SUMMARY OF THE TERMS AND SECURITY FOR THE SERIES 2017 BONDS. SEE “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS” AND “RISK FACTORS” HEREIN FOR A DISCUSSION OF CERTAIN RISK FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE SERIES 2017 BONDS. THE SERIES 2017 BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM THE REVENUES OF THE HOTEL AND THE TRUST ESTATE PLEDGED TO THE TRUSTEE AS DESCRIBED HEREIN. THE SERIES 2017 BONDS WILL NEVER CONSTITUTE AN INDEBTEDNESS OR GENERAL OBLIGATION OF THE CITY, THE STATE OF TEXAS, OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF TEXAS, WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISIONS OR STATUTORY LIMITATION WHATSOEVER, BUT THE SERIES 2017 BONDS WILL BE LIMITED OR SPECIAL OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM THE FUNDS PROVIDED THEREFOR AS PROVIDED IN THE INDENTURE. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE STATE OF TEXAS, OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF TEXAS IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF THE SERIES 2017 BONDS OR THE INTEREST OR ANY PREMIUM THEREON OR OTHER COST INCIDENT THERETO. NEITHER THE MEMBERS OF THE GOVERNING BODY OF THE ISSUER NOR ANY PERSON EXECUTING THE SERIES 2017 BONDS WILL BE LIABLE PERSONALLY ON THE SERIES 2017 BONDS BY REASON OF THE ISSUANCE THEREOF. THE ISSUER HAS NO TAXING POWER. SEE PAGES ii AND iii FOR STATED MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, INITIAL YIELDS AND CUSIP NUMBERS THE UNDERWRITERS INTEND TO LIMIT THEIR OFFERING OF THE SERIES 2017B BONDS TO “ACCREDITED INVESTORS” (WITHIN THE MEANING OF REGULATION D OF THE SECURITIES ACT OF 1933, AS AMENDED) AND TO “QUALIFIED INSTITUTIONAL BUYERS” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)). THIS OFFICIAL STATEMENT IS NOT TO BE USED FOR ANY OTHER PURPOSE OR MADE AVAILABLE TO ANYONE NOT DIRECTLY CONCERNED WITH THE DECISION REGARDING SUCH PURCHASE BY THE BONDHOLDERS. THE LIMITATION OF THE INITIAL OFFERING TO ACCREDITED INVESTORS AND TO QUALIFIED INSTITUTIONAL BUYERS DOES NOT DENOTE RESTRICTIONS ON TRANSFER IN ANY SECONDARY MARKET FOR THE SERIES 2017B BONDS. The Series 2017 Bonds are offered for delivery when, as, and if issued and received by the initial purchasers thereof named below (collectively, the “Underwriters”) and are subject to the approving opinions of the Attorney General of the State of Texas and the opinions of Winstead PC, Austin, Texas, Bond Counsel, as to the validity of the issuance of the Series 2017 Bonds under the Constitution and laws of the State of Texas. See “LEGAL MATTERS” herein. Certain legal matters will be passed upon the Underwriters by their counsel, Orrick, Herrington & Sutcliffe LLP, Houston, Texas. The Series 2017A Bonds and the Series 2017B Bonds are expected to be available for delivery through the services of DTC on or about ________, 2017. Citigroup Piper Jaffray & Co. This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time this Official Statement is delivered in final in prior be accepted buy delivered is Statement Official time this the to to offers may nor sold be not securities These may This Preliminary amendment. or completion to are subject herein contained the information and Statement Official would solicitation or sale sale of these securities jurisdictionbuy nor shall there be any in any in which such offer, to Under no circumstances shall this Preliminary to sell or the solicitation of an offer Official Statement constitute an offer form. such jurisdiction. prior of any or qualification under the securities to registration be unlawful laws * Preliminary, subject to change. STATED MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, INITIAL YIELDS, AND CUSIP NUMBERS $137,995,000* AUSTIN CONVENTION ENTERPRISES, INC. CONVENTION CENTER HOTEL FIRST TIER REVENUE REFUNDING BONDS, SERIES 2017A $ 80,115,000 Serial Bonds* Maturity Principal (January 1)(1) Amount* Interest Rate Yield CUSIP No.(2) 2018 $1,430,000 2019 4,925,000 2020 5,310,000 2021 5,705,000 2022 6,125,000 2023 6,565,000 2024 7,030,000 2025 7,515,000 2026 8,035,000 2027 8,575,000 2028 9,150,000 2029 9,750,000 $57,880,000 Term Bonds* $57,880,000 Term Bond maturing January 1, 2034 (1) priced at _________% to yield ______%(3); CUSIP No.
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