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City of Austin OFFICIAL STATEMENT DATED JULY 23, 2019 New Issues: Book-Entry-Only System Ratings: Moody’s: “A1” (stable outlook) S&P: “A” (positive outlook) Kroll: “AA-” (stable outlook) (See “OTHER RELEVANT INFORMATION – Ratings”) In the opinion of Bracewell LLP, Bond Counsel, under existing law, (i) interest on the 2019A Bonds is excludable from gross income for federal income tax purposes, and (ii) the 2019A Bonds are not “private activity bonds.” Further, in the opinion of Bond Counsel, under existing law, (i) interest on the 2019B Bonds is excludable from gross income for federal income tax purposes, except for any period during which a 2019B Bond is held by a person who is a “substantial user” of the facilities financed with the proceeds of the 2019B Bonds or a “related person” to such a “substantial user,” each within the meaning of section 147(a) of the Code and (ii) interest on the 2019B Bonds is an item of tax preference that is includable in alternative minimum taxable income for purposes of determining a taxpayer’s alternative minimum tax liability. See “TAX MATTERS” for a discussion of the opinions of Bond Counsel. CITY OF AUSTIN, TEXAS $16,975,000 $248,170,000 Airport System Revenue Bonds, Airport System Revenue Bonds, Series 2019A Series 2019B (AMT) Dated: August 1, 2019; Interest to accrue from Date of Initial Delivery Due: As shown on the inside cover page The $16,975,000 City of Austin, Texas Airport System Revenue Bonds, Series 2019A (the “2019A Bonds”) and the $248,170,000 City of Austin, Texas Airport System Revenue Bonds, Series 2019B (AMT) (the “2019B Bonds” and, collectively with the 2019A Bonds, the “Bonds”), are limited special obligations of the City of Austin, Texas (the “City”), issued pursuant to the ordinances adopted by the City on June 19, 2019 (the “Ordinances”). In the Ordinances, the City Council has delegated the authority to sell the Bonds to an Authorized Officer (as defined in the Ordinances), subject to the parameters set forth in the Ordinances. The proceeds of the Bonds will be used for the purposes of (i) designing and constructing improvements to Austin- Bergstrom International Airport (“ABIA” or the “Airport”), as more fully described in “DESCRIPTION OF THE 2019 PROJECTS” in this document, (ii) making a deposit to the Debt Service Reserve Fund, (iii) funding capitalized interest on the Bonds, and (iv) paying certain costs of issuance incurred in connection with the issuance of the Bonds. See “PLAN OF FINANCE” and “APPLICATION OF BOND PROCEEDS” in this document. Interest on the Bonds is calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds will accrue from their date of initial delivery, and is payable on November 15, 2019 and semiannually thereafter on May 15 and November 15 of each year until maturity or prior redemption. The City intends to utilize the Book-Entry- Only System of The Depository Trust Company, New York, New York (“DTC”), but reserves the right on its behalf or on behalf of DTC to discontinue such system. Such Book-Entry-Only System will affect the method and timing of payment and the method of transfer. See “DESCRIPTION OF THE BONDS – Book-Entry-Only System” in this document. The Bonds of each series are subject to redemption prior to maturity as more fully described in this document. See “DESCRIPTION OF THE BONDS – Redemption of the Bonds” in this document. The Bonds, together with the Currently Outstanding Revenue Bonds (defined in this document) and any Additional Revenue Bonds (defined in this document), when and if issued, are limited special obligations of the City payable from, and are equally and ratably secured by, a first lien on the Net Revenues (defined in this document) of the Airport System (defined in this document) and certain funds established by the Ordinances. No mortgage of any of the physical properties forming a part of the Airport System or any lien thereon or security interest therein has been given. The Bonds are not general obligations of the City, and neither the taxing power of the City nor the State of Texas is pledged as security for the Bonds. See “SECURITY AND SOURCES OF REPAYMENT FOR THE REVENUE BONDS” in this document. The Bonds are offered for delivery when, as and if issued, subject to receipt of the opinions of the Attorney General of the State of Texas and Bracewell LLP, Bond Counsel for the City. See “APPENDIX D – FORMS 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. as disclosure counsel to the City, and for the underwriters listed below (the “Underwriters”) by their counsel, Haynes and Boone, LLP. It is expected that the Bonds will be available for initial delivery to the Underwriters through DTC on or about August 13, 2019. Citigroup Morgan Stanley Jefferies Raymond James $16,975,000 CITY OF AUSTIN, TEXAS Airport System Revenue Bonds, Series 2019A MATURITY SCHEDULE Base CUSIP No. 052398 (1) Maturity Date Principal Interest Initial CUSIP (November 15) Amount Rate Yield(2) Suffix(1) 2049$ 16,975,000 5.000% 2.540% GD0 (Interest to accrue from the Date of Initial Delivery) $248,170,000 CITY OF AUSTIN, TEXAS Airport System Revenue Bonds, Series 2019B (AMT) MATURITY SCHEDULE Base CUSIP No. 052398 (1) Maturity Date Principal Interest Initial CUSIP Maturity Date Principal Interest Initial CUSIP (November 15) Amount Rate Yield Suffix(1) (November 15) Amount Rate Yield Suffix(1) 2022$ 4,455,000 5.000% 1.340% GE8 2031$ 6,985,000 5.000% 2.210% (2) GP3 2023 4,685,000 5.000 1.380 GF5 2032 7,340,000 5.000 2.270 (2) GQ1 2024 4,925,000 5.000 1.440 GG3 2033 7,720,000 5.000 2.300 (2) GR9 2025 5,170,000 5.000 1.550 GH1 2034 8,115,000 5.000 2.370 (2) GS7 2026 5,440,000 5.000 1.660 GJ7 2035 8,530,000 5.000 2.410 (2) GT5 2027 5,720,000 5.000 1.770 GK4 2036 8,965,000 5.000 2.460 (2) GU2 2028 6,010,000 5.000 1.900 GL2 2037 9,425,000 5.000 2.500 (2) GV0 2029 6,315,000 5.000 2.000 GM0 2038 9,905,000 5.000 2.540 (2) GW8 (2) (2) 2030 6,640,000 5.000 2.130 GN8 2039 10,420,000 5.000 2.580 GX6 $60,675,000 5.000% Term Bonds maturing November 15, 2044, priced to yield 2.730%(2), CUSIP Suffix GY4 (1) $60,730,000 5.000% Term Bonds maturing November 15, 2048, priced to yield 2.780%(2), CUSIP Suffix GZ1 (1) (Interest to accrue from the Date of Initial Delivery) (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data is provided by CUSIP Global Service (“CGS”), managed by S&P Global Market Intelligence on behalf of the American Bankers Association. 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. The City and the Financial Advisor take no responsibility for the accuracy of the CUSIP numbers. (2) Initial yield priced to November 15, 2029, the first optional call date. See “DESCRIPTION OF THE BONDS – Redemption of the Bonds” in this document. ii No dealer, broker, salesman or other person has been authorized by the City or by the Underwriters in the initial offering of all or any of the Bonds to give any information or to make any representations, other than as contained in this Official Statement, and if given or made such other information or representations must not be relied upon as having been authorized by the City or the Underwriters. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Bonds, by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. This Official Statement is submitted in connection with the sale of the Bonds referred to in this Official Statement and may not be reproduced or used for any other purpose. In no instance may this Official Statement be reproduced or used in part. The Underwriters have provided the following sentence for inclusion in this Official Statement: The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAVE THE ORDINANCES BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, IN RELIANCE ON EXEMPTIONS CONTAINED IN SUCH ACTS. The information and expressions of the opinions in this Official Statement are subject to change without notice and neither the delivery of this Official Statement nor any sale made under the Official Statement shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the other matters described since the date of this Official Statement. This Official Statement includes descriptions and summaries of certain events, matters, and documents. These descriptions and summaries do not purport to be complete and all descriptions, summaries and references are qualified in their entirety by reference to this Official Statement in its entirety and to each document, copies of which may be obtained from the City or from PFM Financial Advisors LLC, the Financial Advisor to the City.
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