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Rental Car Facility Charge Revenue Bonds

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Rental Car Facility Charge Revenue Bonds NEW ISSUES — BOOK-ENTRY-ONLY RATINGS: Moody’s: A2 S&P: A OFFICIAL STATEMENT DATED NOVEMBER 6, 2019 In the opinion of Greenberg Traurig, LLP, Bond Counsel, assuming compliance with certain tax covenants, interest on the Series 2019A Bonds is excluded from gross income for federal income tax purposes under existing statutes, regulations, rulings and court decisions and, further, interest on the Series 2019A Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals. Bond Counsel is further of the opinion that assuming interest on the Series 2019A Bonds is so excludable for federal income tax purposes, the interest on the Series 2019A Bonds is exempt from income taxation under the laws of the State of Arizona. See “TAX EXEMPTION” herein. Bond Counsel expresses no opinion as to the exclusion from gross income of interest on the Taxable Bonds from gross income for federal and State of Arizona income tax purposes. See “CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS WITH RESPECT TO THE TAXABLE BONDS” herein. CITY OF PHOENIX CIVIC IMPROVEMENT CORPORATION $244,245,000 $60,485,000 Rental Car Facility Charge Rental Car Facility Charge Revenue Bonds, Revenue Refunding Bonds, Series 2019A (Non-AMT) Taxable Series 2019B Dated: Date of Delivery Due: July 1, as shown on inside front cover The principal of and premium, if any, on the Rental Car Facility Charge Revenue Bonds, Series 2019A (the “Series 2019A Bonds”) and Rental Car Facility Charge Revenue Refunding Bonds, Taxable Series 2019B (the “Taxable Bonds” and together with the Series 2019A Bonds, the “2019 Bonds”) will be paid by U.S. Bank National Association, as trustee (the “Trustee,” also referred to herein as the “Bond Trustee,” “Registrar,” and the “Paying Agent”). The 2019 Bonds will be issued as fully registered bonds in amounts of $5,000 each or any integral multiple thereof of principal due on specified maturity dates. The 2019 Bonds, when issued, will be registered in the name of The Depository Trust Company (“DTC”) or its nominee and will be available to purchasers initially only through the book-entry-only system maintained by DTC. So long as the book-entry-only system is maintained, no physical delivery of the 2019 Bonds will be made to the ultimate purchasers thereof and all payments of principal of and premium, if any, and interest on the 2019 Bonds will be made to such purchasers through DTC. Interest on the 2019 Bonds is payable semiannually on January 1 and July 1 of each year, commencing July 1, 2020, by the Trustee. The 2019 Bonds are being issued pursuant to a Bond Indenture, dated as of December 1, 2019, between the City of Phoenix Civic Improvement Corporation (the “Corporation”) and the Trustee. The 2019 Bonds are subject to redemption prior to maturity as described herein. The 2019 Bonds are special revenue obligations of the Corporation and are payable solely from certain payments required to be paid by the City of Phoenix, Arizona (the “City”) to the Corporation pursuant to a City Purchase Agreement dated as of December 1, 2019 (the “City Purchase Agreement”). The obligation of the City to make certain payments under the City Purchase Agreement is secured by a first priority pledge of Pledged Revenues (as defined herein) to be derived primarily from daily usage fees (the “Customer Facility Charges”) to be paid by rental car customers arriving at Phoenix Sky Harbor International Airport (the “Airport” or “Sky Harbor”) and to be charged, collected and remitted by rental car companies (the “Companies”) obtaining customers at the Airport and the funds and accounts established under the Bond Indenture dated as of December 1, 2019 between the Corporation and the Trustee, including a Parity Reserve Fund, a Debt Service Coverage Fund and an Improvement Reserve/Surplus Fund. The obligation of the City to make payments under the City Purchase Agreement is absolute and unconditional but does not constitute a pledge of the full faith and credit, or the ad valorem taxing power of the City or of other revenues generated by the Airport System (as defined herein). Payment of principal of and interest on the 2019 Bonds is not guaranteed by any of the Companies and no revenues, profits or property of the Companies are pledged as security for the 2019 Bonds. See “SECURITY AND SOURCE OF PAYMENT” herein. This cover page contains only a brief description of the 2019 Bonds and the security therefor, and is designed for quick reference only. This cover page is not a summary of all material information with respect to the 2019 Bonds or of investment risks involved with the purchase of the 2019 Bonds, and investors are advised to read this entire Official Statement, giving particular attention to the matters discussed under “CERTAIN BONDHOLDERS’ RISKS,” in order to obtain information essential to making an informed investment decision. The 2019 Bonds are offered when, as and if issued and received by the Underwriters, and subject to the legal opinion of Greenberg Traurig, LLP, Bond Counsel, as to validity, and tax exemption with respect to the Series 2019A Bonds. Certain legal matters will be passed upon for the Underwriters by Squire Patton Boggs (US) LLP, counsel to the Underwriters. It is expected that the 2019 Bonds will be available for delivery in book-entry-only form through the facilities of DTC on or about December 5, 2019. Jefferies Barclays Loop Capital Markets Stern Brothers & Co. MATURITY SCHEDULE CITY OF PHOENIX CIVIC IMPROVEMENT CORPORATION $244,245,000 Rental Car Facility Charge Revenue Bonds, Series 2019A (Non-AMT) Maturity Principal Interest Maturity Principal Interest July 1 Amount Rate Yield July 1 Amount Rate Yield 2028 $ 6,910,000 5.00% 1.81% 2034 $11,790,000 5.00% 2.29%* 2029 9,235,000 5.00 1.92 2035 12,380,000 5.00 2.33* 2030 9,700,000 5.00 2.02* 2036 12,995,000 5.00 2.37* 2031 10,185,000 5.00 2.11* 2037 13,645,000 5.00 2.41* 2032 10,695,000 5.00 2.18* 2038 14,330,000 5.00 2.45* 2033 11,230,000 5.00 2.25* 2039 15,045,000 5.00 2.48* $50,000,000 5.00% Term Bonds due July 1, 2045, Yield 2.63%* $56,105,000 4.00% Term Bonds due July 1, 2045, Yield 2.91%* $60,485,000 Rental Car Facility Charge Revenue Refunding Bonds, Taxable Series 2019B Maturity Principal Interest Maturity Principal Interest July 1 Amount Rate Price July 1 Amount Rate Price 2020 $2,410,000 2.007% 100.00 2025 $8,185,000 2.478% 100.00 2021 7,500,000 2.107 100.00 2026 8,385,000 2.598 100.00 2022 7,655,000 2.163 100.00 2027 8,605,000 2.716 100.00 2023 7,825,000 2.226 100.00 2028 1,925,000 2.796 100.00 2024 7,995,000 2.326 100.00 * Yield to July 1, 2029, the first optional redemption date. CITY OF PHOENIX, ARIZONA CITY OF PHOENIX CIVIC IMPROVEMENT CORPORATION Michael R. Davis President and Director Bruce Covill James H. Lundy Vice President and Director Secretary-Treasurer and Director Barbara Barone Rosellen Papp Marian Yim Director Director Director CITY OF PHOENIX, ARIZONA MAYOR AND CITY COUNCIL Kate Gallego, Mayor Betty Guardado, Vice Mayor Thelda Williams, Member District 5 District 1 Jim Waring, Member Debra Stark, Member District 2 District 3 Laura Pastor, Member Sal DiCiccio, Member District 4 District 6 Michael Nowakowski, Member Carlos Garcia, Member District 7 District 8 ADMINISTRATIVE OFFICIALS Ed Zuercher City Manager Milton Dohoney, Jr. Assistant City Manager Deanna Jonovich Assistant City Manager James E. Bennett Denise M. Olson Director of Aviation Services Chief Financial Officer Cris Meyer Denise Archibald City Attorney City Clerk SPECIAL SERVICES GREENBERG TRAURIG, LLP LEIGHFISHER INC. FRASCA & ASSOCIATES, LLC Phoenix, Arizona Cincinnati, Ohio New York, New York Bond Counsel Airport Consultant Financial Advisor SAMUEL KLEIN AND COMPANY U.S. BANK NATIONAL ASSOCIATION Newark, New Jersey Phoenix, Arizona Verification Agent Trustee, Bond Registrar and Paying Agent This Official Statement does not constitute an offering of any security other than the original offering of the 2019 Bonds of the Corporation identified on the cover page hereof. No person has been authorized by the Corporation, the City, the Financial Advisor or the Underwriters to give any information or to make any representation other than as contained in this Official Statement, and if given or made, such other information or representation not so authorized should not be relied upon as having been given or authorized by the Corporation, the City, the Financial Advisor or the Underwriters. This Official Statement does not constitute an offer to sell or the solicitation of any offer to buy, and there shall not be any sale of the 2019 Bonds by any person in any jurisdiction in which it is unlawful to make such offer, solicitation or sale. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the Corporation or the City since the date hereof. There is no obligation on the part of the City or the Corporation to provide any continuing secondary market disclosure other than as described herein under the heading “CONTINUING DISCLOSURE” and in “APPENDIX H — Form of Continuing Disclosure Undertaking.” Upon issuance, the 2019 Bonds will not be registered by the Corporation, the City or the Underwriters under the Securities Act of 1933, as amended, or any state securities law, and will not be listed on any stock or other securities exchange.
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