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City of Charlotte NEW ISSUE Ratings: FULL BOOK-ENTRY Moody’s: “Aa3” Fitch: “AA-” (See “MISCELLANEOUS-Ratings” herein) In the opinion of Parker Poe Adams & Bernstein LLP, Bond Counsel, under existing law (1) assuming compliance by the City with certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”), (a) interest on the 2017A Bonds and the 2017C Bonds (i) is excludable from gross income for federal income tax purposes, and (ii) is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, (b) interest on the 2017B Bonds (i) is excludable from gross income for federal income tax purposes, except for interest on a 2017B Bond for any period during which such 2017B Bond is held by a person who is a “substantial user” of the facilities financed or refinanced by the 2017B Bonds or a “related person” within the meaning of Section 147(a) of the Code, and (ii) is an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, and (2) interest on the 2017 Bonds is exempt from State of North Carolina income taxation. See “TAX TREATMENT” herein. $302,780,000 CITY OF CHARLOTTE, NORTH CAROLINA Charlotte Douglas International Airport $167,385,000 $16,345,000 $119,050,000 Airport Revenue Bonds Airport Revenue Bonds Airport Refunding Revenue Bonds Series 2017A (NON-AMT) Series 2017B (AMT) Series 2017C (NON-AMT) Dated: Date of Issuance Due: As shown on inside cover This Official Statement has been prepared by the City of Charlotte, North Carolina (the City“ ”) to provide information on the Bonds offered hereby (the “2017 Bonds”). Selected information is presented on this cover page for the convenience of the user. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. Security: T HE 2017 BONDS ARE SPECIAL OBLIGATIONS OF THE CITY, PAYABLE FROM NET REVENUES. THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE 2017 BONDS ARE NOT PAYABLE FROM THE GENERAL FUNDS OF THE CITY, NOR DO THE 2017 BONDS CONSTITUTE A LEGAL OR EQUITABLE PLEDGE, CHARGE, LIEN OR ENCUMBRANCE ON ANY OF ITS PROPERTY OR ON ANY OF ITS INCOME, RECEIPTS OR REVENUES, EXCEPT AS PROVIDED IN THE BOND ORDER OR THE 2017 RESOLUTION (EACH AS DEFINED HEREIN) PURSUANT TO WHICH THE 2017 BONDS ARE ISSUED. NEITHER THE CREDIT NOR THE TAXING POWER OF THE CITY IS PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE 2017 BONDS, AND NO OWNER HAS THE RIGHT TO COMPEL THE EXERCISE OF THE TAXING POWER OF THE CITY OR THE FORFEITURE OF ANY OF ITS PROPERTY IN CONNECTION WITH ANY DEFAULT UNDER THE BOND ORDER OR THE 2017 RESOLUTION. The 2017 Bonds will be issued and secured under the Bond Order on a parity with the City’s outstanding Prior Bonds (as defined herein) and any Additional Bonds (as defined herein) that may be issued, from time to time. On April 24, 2017, the City approved amendments to the Bond Order which will not become effective and incorporated into the Bond Order until the later of June 2, 2017, or the date the City receives the written consent of the Owners of not less than fifty-one percent (51%) of the aggregate principal amount of the Bonds then Outstanding at the time such consent is obtained (collectively, the “Consent Amendments”). Attached hereto as APPENDIX D is the Proposed Amended and Restated Bond Order which is blacklined against the Bond Order to show all of the Consent Amendments (the “Proposed Amended and Restated Bond Order”). See also “PROPOSED AMENDED AND RESTATED BOND ORDER” herein for a summary of the Consent Amendments. Each original purchaser of the 2017 Bonds will be required to execute a written consent to the Consent Amendments, the form of which is attached hereto as APPENDIX I. Redemption: The 2017 Bonds will be subject to optional redemption, extraordinary redemption and mandatory redemption pursuant to sinking fund provisions, as described herein. Issued Pursuant to: The 2017 Bonds will be issued pursuant to the Bond Order and the 2017 Resolution. Purpose: The City is issuing the 2017 Bonds to obtain funds to (1) to refund in advance of their maturities the Refunded Bonds (as defined herein), (2) acquire and construct certain improvements to the Charlotte Douglas International Airport, (3) pay capitalized interest on the 2017A Bonds and 2017B Bonds, (4) fund a deposit to the debt service reserve fund, and (5) to pay the costs of issuance of the 2017 Bonds. Interest Payment Dates: January 1 and July 1 of each year, commencing January 1, 2018, with respect to the 2017A Bonds and 2017B Bonds, and commencing July 1, 2017, with respect to the 2017C Bonds. Denomination: $5,000 or integral multiples thereof. Closing/Delivery Date: On or about June 1, 2017. Registration: Full book-entry only; The Depository Trust Company. See Appendix H hereto. Trustee: U.S. Bank National Association, Charlotte, North Carolina. City Financial Advisor: DEC Associates, Inc., Charlotte, North Carolina. Airport Financial Advisor: Frasca & Associates, LLC, New York, New York. Bond Counsel: Parker Poe Adams & Bernstein LLP, Charlotte, North Carolina. City Counsel: Robert E. Hagemann, Esq., Charlotte, North Carolina. Underwriters’ Counsel: McGuireWoods LLP, Charlotte, North Carolina. BofA Merrill Lynch J.P. Morgan PNC Capital Markets LLC May 19, 2017 MATURITY SCHEDULE $81,570,000 Serial 2017A Bonds (NON-AMT) Maturity Principal Interest Maturity Principal Interest (July 1) Amount Rate Yield CUSIP1 (July 1) Amount Rate Yield CUSIP1 2019 $2,370,000 5.00% 1.04% 161036LN6 2029 $4,400,000 5.00% 2.56%* 161036LY2 2020 2,540,000 5.00 1.18 161036LP1 2030 4,620,000 5.00 2.64* 161036LZ9 2021 2,730,000 5.00 1.32 161036LQ9 2031 4,850,000 5.00 2.70* 161036MA3 2022 3,105,000 5.00 1.48 161036LR7 2032 5,090,000 5.00 2.75* 161036MB1 2023 3,280,000 5.00 1.65 161036LS5 2033 5,345,000 5.00 2.84* 161036MC9 2024 3,445,000 5.00 1.81 161036LT3 2034 5,615,000 5.00 2.88* 161036MD7 2025 3,620,000 5.00 1.98 161036LU0 2035 5,895,000 5.00 2.93* 161036ME5 2026 3,800,000 5.00 2.16 161036LV8 2036 6,190,000 5.00 3.01* 161036MF2 2027 3,990,000 5.00 2.30 161036LW6 2037 6,495,000 5.00 3.05* 161036MG0 * 2028 4,190,000 5.00 2.45 161036LX4 $37,700,000 5.00% Term 2017A Bonds Due July 1, 2042, Yield 3.12%*, CUSIP 161036MH8 $48,115,000 5.00% Term 2017A Bonds Due July 1, 2047, Yield 3.21%*, CUSIP 161036MJ4 $7,860,000 Serial 2017B Bonds (AMT) Maturity Principal Interest Maturity Principal Interest (July 1) Amount Rate Yield CUSIP1 (July 1) Amount Rate Yield CUSIP1 2019 $155,000 5.00% 1.24% 161036MK1 2029 $435,000 5.00% 2.88%* 161036MV7 2020 200,000 5.00 1.39 161036ML9 2030 455,000 5.00 2.96* 161036MW5 2021 210,000 5.00 1.56 161036MM7 2031 480,000 5.00 3.04* 161036MX3 2022 300,000 5.00 1.76 161036MN5 2032 505,000 5.00 3.11* 161036MY1 2023 325,000 5.00 1.96 161036MP0 2033 530,000 5.00 3.18* 161036MZ8 2024 340,000 5.00 2.11 161036MQ8 2034 555,000 5.00 3.24* 161036NA2 2025 355,000 5.00 2.30 161036MR6 2035 580,000 5.00 3.29* 161036NB0 2026 375,000 5.00 2.49 161036MS4 2036 610,000 5.00 3.33* 161036NC8 2027 395,000 5.00 2.61 161036MT2 2037 640,000 5.00 3.37* 161036ND6 2028 415,000 5.00 2.75* 161036MU9 $3,730,000 5.00% Term 2017B Bonds Due July 1, 2042, Yield 3.44%*, CUSIP 161036NE4 $4,755,000 5.00% Term 2017B Bonds Due July 1, 2047, Yield 3.49%*, CUSIP 161036NF1 $118,910,000 Serial 2017C Bonds (NON-AMT) Maturity Principal Interest Maturity Principal Interest (July 1) Amount Rate Yield CUSIP1 (July 1) Amount Rate Yield CUSIP1 2018 $1,060,000 4.00% 0.98% 161036NG9 2028 $9,270,000 5.00% 2.45%* 161036NS3 2019 3,050,000 4.00 1.04 161036NH7 2029 9,760,000 5.00 2.56* 161036NT1 2020 3,170,000 5.00 1.18 161036NJ3 2030 5,600,000 5.00 2.64* 161036NU8 2021 3,350,000 5.00 1.32 161036NK0 2031 5,895,000 5.00 2.70* 161036NV6 2022 3,510,000 4.00 1.48 161036NL8 2032 6,190,000 4.00 3.07* 161036NW4 2023 3,675,000 4.00 1.65 161036NM6 2033 6,470,000 4.00 3.18* 161036NX2 2024 7,515,000 5.00 1.81 161036NN4 2034 6,725,000 3.25 3.37 161036NY0 2025 7,925,000 5.00 1.98 161036NP9 2035 5,950,000 4.00 3.33* 161036NZ7 2026 8,340,000 5.00 2.16 161036NQ7 2036 6,200,000 4.00 3.36* 161036PA0 2027 8,790,000 5.00 2.30 161036NR5 2037 6,465,000 4.00 3.40* 161036PB8 $140,000 3.50% Term 2017C Bonds Due July 1, 2041, Yield 3.62%, CUSIP 161036PC6 Principal is payable on July 1. Interest is payable on January 1 and July 1, beginning January 1, 2018, with respect to the 2017A Bonds and 2017B Bonds, and beginning July 1, 2017, with respect to the 2017C Bonds.
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