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City of Austin OFFICIAL STATEMENT DATED JULY 30, 2019 NEW ISSUES - Book-Entry-Only Ratings: Moody’s: “Aa3” S&P: “AA” Fitch: “AA” (See “OTHER RELEVANT INFORMATION – Ratings”) Delivery of the Series 2019B Bonds is subject to the receipt of the opinion of Norton Rose Fulbright US LLP, Bond Counsel, to the effect that, assuming continuing compliance by the City of Austin, Texas (the” City”) with certain covenants contained in the Seventeenth Supplement described in this document, interest on the Bonds will be excludable from gross income for federal income taxation under existing law, subject to the matters described under “TAX MATTERS – Series 2019B” in this document. Interest on the Taxable 2019C Bonds will be included in gross income for federal income tax purposes. See “TAX MATTERS – Taxable Series 2019C” in this document. CITY OF AUSTIN, TEXAS $169,850,000 $104,775,000 Electric Utility System Revenue Refunding Bonds, Electric Utility System Revenue Refunding and Series 2019B Improvement Bonds, Taxable Series 2019C Dated: Date of Initial Delivery Due: As shown on the pages i and ii of this document The bonds offered in this document are the $169,850,000 City of Austin, Texas Electric Utility System Revenue Refunding Bonds, Series 2019B (the “Series 2019B Bonds”) and the $104,775,000 City of Austin, Texas Electric Utility System Revenue Refunding and Improvement Bonds, Taxable Series 2019C (the “Taxable Series 2019C Bonds”). The Series 2019B Bonds and Taxable Series 2019C Bonds are collectively referred to in this document as the “Bonds.” The Bonds represent the seventeenth and eighteenth series, respectively, of “Parity Electric Utility Obligations” issued pursuant to City of Austin, Texas (the “City”) Ordinance No. 010118-52A, passed on January 18, 2001, by the City Council of the City (the “City Council”) governing the issuance of the City’s Electric Utility System indebtedness (the “Master Ordinance”) and are authorized and being issued in accordance with Ordinance No. 20190620-080 (the “Seventeenth Supplement”) authorizing the Series 2019B Bonds and Ordinance No. 20190620-079 (the “Eighteenth Supplement”) authorizing the Taxable Series 2019C Bonds, each passed on June 19, 2019, by the City Council. The Seventeenth Supplement and Eighteenth Supplement delegated to a designated “Pricing Officer” the authority to effect the sale of the Bonds, subject to the terms of the Seventeenth Supplement and Eighteenth Supplement. See “INTRODUCTION” in this document. The Master Ordinance provides the terms for the issuance of Parity Electric Utility Obligations and the related covenants and security provisions. The City must comply with the covenants and security provisions relating to the Prior Subordinate Lien Obligations (defined in this document) while they remain outstanding. The Master Ordinance provides that no additional revenue obligations payable from the same sources and secured in the same manner as the Prior Subordinate Lien Obligations shall be issued. Commercial Paper Obligations (defined in this document) currently authorized, having a combined pledge of Net Revenues of the Electric Light and Power System and Water and Wastewater System (the “Combined Utility Systems”), may continue to be issued on a subordinate lien basis to the Parity Electric Utility Obligations. The Bonds are special obligations of the City, payable as to both principal and interest solely from, and together with the outstanding Parity Electric Utility Obligations and Prior Subordinate Lien Bonds, equally and ratably secured only by a lien on and pledge of the Net Revenues of the City’s Electric Utility System as provided in the Master Ordinance, the Seventeenth Supplement for the Series 2019B Bonds and the Eighteenth Supplement for the Taxable Series 2019C Bonds. The taxing powers of the City and the State of Texas are not pledged as security for the Bonds. See “Security for the Bonds” in this document. The definitive Bonds will be issued in fully registered form in denominations of $5,000 or any integral multiple thereof within a maturity. Interest on the Bonds will accrue from the date of initial delivery and shall be payable on November 15, 2019 and each May 15 and November 15 thereafter until maturity or prior redemption. The Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). The City reserves the right to discontinue such book-entry system. See “Description of the Bonds” in this document. U.S. Bank National Association will serve as the initial paying agent/registrar (the “Paying Agent/Registrar”) for the Bonds. MATURITY SCHEDULE See “Maturity Schedule” on pages i and ii of this document The City reserves the right, at its option, to redeem the Bonds of either series prior to their scheduled maturity. (See “DESCRIPTION OF THE BONDS - Redemption of the Bonds” in this document). The Bonds are offered for delivery when, as, and if issued and subject, among other things, to the opinions of the Attorney General of the State of Texas and Norton Rose Fulbright US LLP, Bond Counsel for the City, as to the validity of the issuance of the Bonds under the Constitution and laws of the State of Texas. The opinion of Bond Counsel will be printed on or attached to the Bonds (See APPENDIX E – “Form of Bond Counsel’s Opinions” in this document). Certain legal matters will be passed upon for the City by McCall, Parkhurst & Horton L.L.P., Disclosure Counsel for the City, and for the Underwriters by their counsel, Orrick, Herrington & Sutcliffe LLP. It is expected that the Bonds will be delivered through the facilities of DTC on or about August 21, 2019. Goldman Sachs & Co. J.P. Morgan Estrada Hinojosa Wells Fargo Securities CITY OF AUSTIN, TEXAS $169,850,000 Electric Utility System Revenue Refunding Bonds, Series 2019B Base CUSIP No. 052414 (1) MATURITY SCHEDULE Maturity Date Principal Interest Initial CUSIP (November 15) Amount Rate Yield Suffix (1) 2022 $ 750,000 5.000% 1.140% RY7 2023 1,250,000 5.000 1.150 RZ4 2024 1,250,000 5.000 1.200 SA8 2025 1,300,000 5.000 1.320 SB6 2026 1,750,000 5.000 1.430 SC4 ** 2028 4,185,000 5.000 1.640 SD2 2029 4,400,000 5.000 1.700 SE0 2030 4,625,000 5.000 1.800 (2) SF7 2031 4,860,000 5.000 1.890 (2) SG5 2032 5,110,000 5.000 1.950 (2) SH3 2033 5,370,000 5.000 2.000 (2) SJ9 2034 5,650,000 5.000 2.050 (2) SK6 2035 5,935,000 5.000 2.100 (2) SL4 2036 6,240,000 5.000 2.140 (2) SM2 2037 6,560,000 5.000 2.180 (2) SN0 2038 6,900,000 5.000 2.220 (2) SP5 2039 7,250,000 5.000 2.270 (2) SQ3 $42,235,000 5.000% Term Bonds maturing November 15, 2044, priced to yield 2.450%, CUSIP Suffix SR1 (1) (2) $54,230,000 5.000% Term Bonds maturing November 15, 2049, priced to yield 2.500%, CUSIP Suffix SS9 (1) (2) (Interest to accrue from Date of Initial Delivery) Redemption of the Series 2019B Bonds The Series 2019B Bonds will be subject to optional redemption and mandatory sinking fund redemption as described in “DESCRIPTION OF THE BONDS – Redemption of the Series 2019B Bonds.” ____________________ (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data in this document is provided by CUSIP Global Services (“CGS”), managed by S&P Global Market Intelligence on behalf of the American Bankers Association. Copyright© 2019 CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the services provided by CGS. CUSIP numbers are provided for convenience of reference only. None of the City, the Financial Advisor, or the Underwriters take any responsibility for the accuracy of such numbers. (2) Initial yield priced to November 15, 2029, the first optional redemption date. See “DESCRIPTION OF THE BONDS – Optional Redemption of the Series 2019B Bonds” in this document. i CITY OF AUSTIN, TEXAS $104,775,000 Electric Utility System Revenue Refunding and Improvement Bonds, Taxable Series 2019C Base CUSIP No. 052414 (1) MATURITY SCHEDULE Maturity Date Principal Interest Initial CUSIP (November 15) Amount Rate Yield Suffix (1) 2020 $655,000 2.004%2.004% ST7 2021 665,000 2.054 2.054 SU4 2022 1,430,000 2.071 2.071 SV2 2023 1,795,000 2.119 2.119 SW0 2024 1,860,000 2.149 2.149 SX8 2025 1,925,000 2.245 2.245 SY6 2026 2,495,000 2.345 2.345 SZ3 2027 765,000 2.495 2.495 TA7 2028 2,965,000 2.585 2.585 TB5 2029 3,045,000 2.635 2.635 TC3 2030 3,130,000 2.685 2.685 TD1 2031 3,220,000 2.785 2.785 TE9 2032 3,315,000 2.885 2.885 TF6 2033 3,415,000 2.935 2.935 TG4 2034 3,520,000 2.985 2.985 TH2 $19,505,000 3.336% Term Bonds maturing November 15, 2039, priced to yield 3.336%, CUSIP Suffix TJ8 (1) $51,070,000 3.566% Term Bonds maturing November 15, 2049, priced to yield 3.566%, CUSIP Suffix TK5 (1) (Interest to accrue from Date of Initial Delivery) Redemption of the Taxable Series 2019C Bonds The Taxable Series 2019C Bonds will be subject to make-whole redemption, optional redemption and mandatory sinking fund redemption as described in “DESCRPTION OF THE BONDS – Redemption of the Taxable Series 2019C Bonds”. ____________________ (1) CUSIP is a registered trademark of the American Bankers Association.
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