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City of Houston OFFICIAL STATEMENT NEW ISSUES – BOOK-ENTRY ONLY RATINGS: Fitch: “A+” S&P: “A” SEE “RATINGS” HEREIN In the opinion of Co-Bond Counsel, under existing law, (i) (A) interest on the Series 2012A Bonds (as defined below) is excludable from gross income for federal income tax purposes except for any period a Series 2012A Bond is held by a person who, within the meaning of section 147(a) of the Internal Revenue Code, as amended, is a “substantial user” or a “related person” to a “substantial user” of the facilities financed or refinanced with the proceeds of the Series 2012A Bonds, as described under “TAX MATTERS” herein, and (B) interest on the Series 2012A Bonds is an item of tax preference that is includable in alternative minimum taxable income for purposes of determining the alternative minimum tax imposed on individuals and corporations, and (ii) (A) interest on the Series 2012B Bonds (as defined below) is excludable from gross income for federal income tax purposes, and (B) interest on the Series 2012B Bonds is not an item of tax preference that is includable in alternative minimum taxable income for purposes of determining the alternative minimum tax imposed on individuals. See “TAX MATTERS” herein for a discussion of the opinion of Co-Bond Counsel, including a description of alternative minimum tax consequences for corporations holding Series 2012B Bonds. $503,720,000 CITY OF HOUSTON, TEXAS Airport System consisting of $286,585,000 $217,135,000 SUBORDINATE Lien REvenue SUBORDINATE Lien REvenue Refunding Bonds, Refunding Bonds, Series 2012A (AMT) SERIES 2012B (Non-AMT) Interest Accrual Date: Date of Delivery CUSIP Prefix: 442348 Due: As shown on inside cover This Official Statement is provided to furnish information in connection with the offering by the City of Houston, Texas (the “City”) of its Airport System Subordinate Lien Revenue Refunding Bonds, Series 2012A (AMT) (the “Series 2012A Bonds”) and Airport System Subordinate Lien Revenue Refunding Bonds, Series 2012B (Non-AMT) (the “Series 2012B Bonds” and, together with the Series 2012A Bonds, the “Series 2012 Bonds”). The Series 2012 Bonds will be issued in fully registered form in denominations of $5,000 or any integral multiple thereof. Proceeds of the sale of the Series 2012A Bonds will be used to (i) refund certain of the City’s Airport System Subordinate Lien Bonds as more specifically described in SCHEDULE I and collectively referred to herein as the “2012A Refunded Bonds” and (ii) pay related costs of issuance of the Series 2012A Bonds. Proceeds of the sale of the Series 2012B Bonds will be used to (i) refund certain of the City’s Airport System Subordinate Lien Bonds as more specifically described in SCHEDULE I and collectively referred to herein as the “2012B Refunded Bonds,” and (ii) pay related costs of issuance of the Series 2012B Bonds. The 2012A Refunded Bonds and the 2012B Refunded Bonds, together, are referred to herein as the “Refunded Bonds.” See “PURPOSE AND PLAN OF FINANCING.” Interest on the Series 2012 Bonds will accrue from their Date of Delivery (as defined below) until maturity or prior redemption and is payable semi- annually on each July 1 and January 1 commencing July 1, 2012. The Bank of New York Mellon Trust Company, National Association (the “Paying Agent/ Registrar”) is the initial Paying Agent/Registrar. The Series 2012 Bonds, when issued, 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 2012 Bonds, until DTC resigns or is discharged. The Series 2012 Bonds will be available to purchasers only in book-entry form. For as long as Cede & Co. is the exclusive registered owner of the Series 2012 Bonds, the principal of and interest on the Series 2012 Bonds will be payable by the Paying Agent/Registrar to DTC, which will be responsible for making such payments to DTC Participants for subsequent remittance to the owners of beneficial interests in the Series 2012 Bonds. The purchasers of the Series 2012 Bonds will not receive certificates representing their beneficial ownership interests therein. The Series 2012 Bonds are special obligations of the City that, together with the Outstanding Subordinate Lien Bonds and any Additional Subordinate Lien Bonds hereafter issued, are payable from and equally and ratably secured by a lien on the Net Revenues of the Houston Airport System, subject and subordinate to the prior and superior lien of Outstanding Senior Lien Obligations and Additional Senior Lien Obligations, if any, all as defined and provided in any ordinance authorizing the issuance of such bonds, and certain Funds established pursuant to such ordinances. See “COVENANTS AND TERMS OF THE ORDINANCE.” THE SERIES 2012 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OR GENERAL OBLIGATION OF THE CITY. OWNERS OF THE SERIES 2012 BONDS SHALL NEVER HAVE THE RIGHT TO DEMAND PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2012 BONDS FROM ANY FUNDS RAISED OR TO BE RAISED BY TAXATION. The Series 2012 Bonds are subject to redemption prior to maturity, as described herein. See “THE SERIES 2012 BONDS – Redemption.” SEE INSIDE COvER PAGES FOR MATURITY, PRICING SCHEDULES, AND CUSIP NUMBERS This cover page is not intended to be a summary of the terms of, or the security for, the Series 2012 Bonds. Investors are advised to read the Official Statement in its entirety to obtain information essential to the making of an informed investment decision. The Series 2012 Bonds are offered by the Underwriters listed below when, as and if issued by the City and accepted by the Underwriters, subject to the approving opinion of the Attorney General of the State of Texas and the opinion of Bracewell & Giuliani LLP, Houston, Texas, and Bates & Coleman, P.C., Houston, Texas, Co-Bond Counsel for the City, as to the validity of the issuance of the Series 2012 Bonds under the Constitution and the laws of the State of Texas. Certain matters will be passed upon for the City by its Special Disclosure Co-Counsel, Haynes and Boone, LLP, Houston, Texas and Bratton & Associates, Houston, Texas. Certain other legal matters will be passed upon for the Underwriters by its counsel, Fulbright & Jaworski L.L.P., Houston, Texas. The Series 2012 Bonds are expected to be available for delivery through the facilities of DTC on or about April 5, 2012 (“Date of Delivery”). MORGAN STANLEY RAMIREZ & CO., INC. RBC CAPITAL MARKETS INC. BLAYLOCK ROBERT vAN, LLC JEFFERIES & COMPANY WELLS FARGO SECURITIES March 7, 2012 MATURITY AND PRICING SCHEDULE $286,585,000 CITY OF HOUSTON, TEXAS AIRPORT SYSTEM SUBORDINATE LIEN REVENUE REFUNDING BONDS, SERIES 2012A (AMT) CUSIP PREFIX 442348(3) Maturity Principal (1) (3) (July 1) Amount Interest Rate Initial Yield CUSIP Suffix 2016 $ 3,040,000 5.000% 1.580% 5U8 2017 3,190,000 5.000 1.850 5V6 2018 5,040,000 5.000 2.260 5W4 2019 7,960,000 5.000 2.590 5X2 2020 8,355,000 5.000 2.920 5Y0 2021 8,785,000 5.000 3.220 5Z7 2022 5,035,000 5.000 3.420 6A1 2023 33,535,000 5.000 3.560(2) 6B9 2024 35,220,000 5.000 3.690(2) 6C7 2025 27,875,000 5.000 3.790(2) 6D5 2026 8,195,000 5.000 3.890(2) 6E3 2027 11,150,000 5.000 3.980(2) 6F0 2028 11,720,000 5.000 4.020(2) 6G8 2029 9,880,000 5.000 4.070(2) 6H6 2030 10,375,000 5.000 4.140(2) 6J2 2031 56,495,000 5.000 4.150(2) 6K9 2032 40,735,000 5.000 4.200(2) 6L7 (1) The Series 2012A Bonds maturing on or after July 1, 2023, are subject to optional redemption by the City, in whole or in part, on July 1, 2022, or any date thereafter, at a redemption price of par plus accrued interest from the most recent interest payment date to, but not including, the redemption date. See “THE SERIES 2012 BONDS – Redemption.” (2) Yields shown are calculated to the first optional redemption date. (3) Copyright 2011, American Bankers Association. CUSIP numbers for the Series 2012 Bonds have been assigned by Standard & Poor’s CUSIP Service Bureau, a Division of The McGraw-Hill Companies, Inc. and are included solely for the convenience of the owners of the Series 2012 Bonds. Neither the City, the Co- Financial Advisors nor the Underwriters are responsible for the selection or correctness of the CUSIP numbers set forth herein. i MATURITY AND PRICING SCHEDULE $217,135,000 CITY OF HOUSTON, TEXAS AIRPORT SYSTEM SUBORDINATE LIEN REVENUE REFUNDING BONDS, SERIES 2012B (NON-AMT) CUSIP PREFIX 442348(3) Maturity Principal (1) (3) (July 1) Amount Interest Rate Initial Yield CUSIP Suffix 2021 $ 4,930,000 5.000% 2.640% 6M5 2022 4,845,000 5.000 2.840 6N3 2023 5,085,000 5.000 2.990(2) 6P8 2024 5,340,000 5.000 3.120(2) 6Q6 2025 5,610,000 5.000 3.220(2) 6R4 2026 5,885,000 5.000 3.320(2) 6S2 2027 40,075,000 5.000 3.410(2) 6T0 2028 42,090,000 5.000 3.470(2) 6U7 2029 6,825,000 5.000 3.540(2) 6V5 2030 7,165,000 5.000 3.620(2) 6W3 2031 55,805,000 5.000 3.670(2) 6X1 2032 33,480,000 5.000 3.730(2) 6Y9 (1) The Series 2012B Bonds maturing on or after July 1, 2023, are subject to optional redemption by the City, in whole or in part, on July 1, 2022, or any date thereafter, at a redemption price of par plus accrued interest from the most recent interest payment date to, but not including, the redemption date.
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