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Greater Orlando Aviation Authority NEW ISSUE ‑ BOOK‑ENTRY ONLY RATINGS: S&P: "AA-" Moody's: "Aa3" Fitch: "AA-" See "RATINGS" herein In the opinion of Co-Bond Counsel, under existing statutes, regulations, rulings and court decisions, and subject to the conditions described herein under "TAX MATTERS," interest on the Series 2015A Bonds (as hereinafter defined) is excluded from gross income of the holders of such Series 2015A Bonds for federal income tax purposes, except that such exclusion shall not apply during any period such Series 2015A Bonds are held by a "substantial user" of the facilities financed or refinanced with proceeds of the Series 2015A Bonds or a "related person" within the meaning of Section 147(a) of the Internal Revenue Code of 1986, as amended. Interest on the Series 2015A Bonds is an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. Such interest may be subject to other federal income tax consequences referred to herein under "TAX MATTERS." $214,450,000 GREATER ORLANDO AVIATION AUTHORITY AIRPORT FACILITIES REVENUE BONDS, SERIES 2015A (AMT) OF THE CITY OF ORLANDO, FLORIDA Dated: Date of Delivery Due: October 1, as shown on inside cover The $214,450,000 Greater Orlando Aviation Authority Airport Facilities Revenue Bonds, Series 2015A (AMT) of the City of Orlando, Florida (the "Series 2015A Bonds") are being issued by the Greater Orlando Aviation Authority (the "Authority"), an agency of the City of Orlando, Florida (the "City"), under and pursuant to various provisions of law, and pursuant to the Airport Facilities Revenue Bond Resolution, originally adopted by the governing board of the Authority (the "Board"), on June 13, 1978, as supplemented and amended from time to time, and as codified on September 17, 2008, and as amended and restated on June 24, 2015 (collectively, the "Airport Facilities Revenue Bond Resolution"), and as specifically supplemented by that certain Supplemental Airport Facilities Revenue Bond Resolution, authorizing the issuance of the Series 2015A Bonds, adopted by the Authority on September 16, 2015 (the "2015A Supplemental Resolution," and together with the Airport Facilities Revenue Bond Resolution, the "Bond Resolution"). Unless otherwise defined herein, capitalized terms used in this Official Statement shall have the meanings set forth in the Bond Resolution. See "APPENDIX B ‑ AIRPORT FACILITIES REVENUE BOND RESOLUTION" attached hereto. The Airport Facilities Revenue Bond Resolution, as adopted by the Board on June 24, 2015, incorporates certain amendments to various provisions of the Airport Facilities Revenue Bond Resolution, which became effective on July 31, 2015, without the necessity of Bondholder consent, but with the consent of the Trustee and certain credit providers and following certain required notices and actions. See "SUMMARY OF CERTAIN AMENDMENTS TO THE AIRPORT FACILITIES REVENUE BOND RESOLUTION ‑ Recent Amendments to the Airport Facilities Revenue Bond Resolution" herein and "APPENDIX B ‑ AIRPORT FACILITIES REVENUE BOND RESOLUTION" attached hereto. On September 16, 2015, the Board also approved additional amendments to the Airport Facilities Revenue Bond Resolution which will not become effective and incorporated into the Airport Facilities Revenue Bond Resolution until the Authority receives the written consent of the Holders of not less than a majority in aggregate principal amount of Bonds then Outstanding at the time such consent is obtained and certain other approvals and consents (collectively, the "Consent Amendments"). Attached as Appendix C hereto is the Proposed Amended and Restated Airport Facilities Revenue Bond Resolution which is blacklined against the Airport Facilities Revenue Bond Resolution to show all of the Consent Amendments (the "Proposed Amended and Restated Bond Resolution"). See also "SUMMARY OF CERTAIN AMENDMENTS TO THE AIRPORT FACILITIES REVENUE BOND RESOLUTION ‑ Summary of Consent Amendments" herein for a summary of the Consent Amendments. Each purchaser of Series 2015A Bonds will be required to execute a written consent to the Consent Amendments, the form of which is attached hereto as Appendix H. The Series 2015A Bonds are being issued for the purpose of providing funds sufficient, together with other available funds of the Authority, to: (a) finance a portion of the costs of the 2015 Project (as defined herein), (b) refinance certain draws on lines of credit, along with accrued interest thereon, (c) pay capitalized interest on the Series 2015A Bonds, and (d) pay certain costs of issuance of the Series 2015A Bonds. See "PLAN OF FINANCE," "ESTIMATED SOURCES AND USES OF FUNDS" and "SECURITY FOR THE SERIES 2015A BONDS" herein. The Series 2015A Bonds are being issued as fully registered bonds and will initially be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Individual purchases of beneficial interests in the Series 2015A Bonds will be made in book‑entry only form, in the principal amount of $5,000 and any integral multiple of $5,000. Interest on the Series 2015A Bonds will accrue from their dated date and will be payable on April 1 and October 1 of each year commencing on April 1, 2016. Purchasers of beneficial interests in the Series 2015A Bonds will not receive physical delivery of certificates. Transfers of beneficial interests in the Series 2015A Bonds will be effected through the DTC book‑entry system as described herein. The Series 2015A Bonds will not be transferable or exchangeable, except for transfer to another nominee of DTC or otherwise as described herein. Principal, interest, and the redemption price, if any, with respect to the Series 2015A Bonds will be payable by The Bank of New York Mellon Trust Company, N.A., Jacksonville, Florida, as paying agent for the Series 2015A Bonds to Cede & Co., as nominee of DTC. See "BOOK‑ENTRY ONLY SYSTEM" herein. The Series 2015A Bonds are subject to redemption prior to maturity as more fully described herein. See "DESCRIPTION OF THE SERIES 2015A BONDS ‑ Redemption Provisions" herein. The Series 2015A Bonds are limited obligations, payable solely from and secured by a pledge of Revenues and other moneys pledged therefor, in the manner and to the extent provided in the Bond Resolution, as described herein. The pledge of and lien on the Series 2015A Bonds upon the Revenues is on a parity as to payment with the Outstanding Airport Facilities Revenue Bonds and any Additional Bonds and Refunding Bonds hereafter issued under the Bond Resolution. See "SECURITY FOR THE SERIES 2015A BONDS" herein. On October 16, 2013, the Authority adopted its Resolution relating to Airline Rates and Charges and Airline Operating Terms and Conditions for the Use of Facilities and Services at Orlando International Airport (the "Rate Resolution"), which applies to all Airlines operating at the Airport and/or making use of the Airfield or Terminal (as such terms are defined in the Rate Resolution) at the Airport, which provides for the payment of fees and charges by such Airlines as more fully described herein, all of which became effective on November 1, 2013. Certain Airlines have executed Rate and Revenue Sharing Agreements (the "Revenue Sharing Agreements") with the Authority and, by virtue of being a party to an effective Revenue Sharing Agreement, are eligible to receive a share of certain Authority revenues. See "SUMMARY OF CERTAIN PROVISIONS OF THE RATE RESOLUTION AND THE AUTHORITY'S RATE MAKING METHODOLOGY" and "INFORMATION CONCERNING REVENUES" herein and "APPENDIX D ‑ RATE RESOLUTION AND FORM OF REVENUE SHARING AGREEMENT" attached hereto for more information regarding the Rate Resolution and its impact on Revenues. THE SERIES 2015A BONDS SHALL NOT BE OR CONSTITUTE A GENERAL INDEBTEDNESS OF THE CITY, THE AUTHORITY, THE STATE OF FLORIDA (THE "STATE") OR ANY OTHER POLITICAL SUBDIVISION IN THE STATE, WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION OR LIMITATION. THE SERIES 2015A BONDS AND THE OBLIGATIONS EVIDENCED THEREBY SHALL NOT CONSTITUTE NOR BE A LIEN UPON ANY PROPERTY OF THE CITY OR THE AUTHORITY, EXCEPT THE REVENUES AND OTHER MONEYS PLEDGED THEREFOR IN THE MANNER AND TO THE EXTENT PROVIDED IN THE BOND RESOLUTION. NEITHER THE GENERAL FAITH AND CREDIT NOR THE TAXING POWER OF THE AUTHORITY, THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE SERIES 2015A BONDS AND NO REGISTERED OWNER OF A SERIES 2015A BOND SHALL EVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF FOR THE PAYMENT OF ANY SERIES 2015A BOND, AND THE CITY AND THE AUTHORITY ARE NOT AND SHALL NEVER BE UNDER ANY OBLIGATION TO PAY THE PRINCIPAL OF, INTEREST ON OR ANY PREMIUM WITH RESPECT TO THE SERIES 2015A BONDS EXCEPT FROM THE REVENUES AND OTHER MONEYS PLEDGED THEREFOR, IN THE MANNER AND TO THE EXTENT PROVIDED IN THE BOND RESOLUTION. THE AUTHORITY HAS NO TAXING POWER. This cover page contains certain information for quick reference only. It is not a summary of the Series 2015A Bonds. Investors should read this entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2015A Bonds are offered when, as and if issued by the Authority and received by the Underwriters, and subject to the approval of legality by Nabors, Giblin & Nickerson, P.A., Tampa, Florida and D. Seaton and Associates, Orlando, Florida, as Co-Bond Counsel. Certain legal matters will be passed on for the Authority by Broad and Cassel, Orlando, Florida as Issuer's Counsel to the Authority. Greenberg Traurig, P.A., Orlando, Florida, and Ruye H. Hawkins, P.A., Orlando, Florida, have served as Co-Disclosure Counsel. Certain legal matters in connection with the Series 2015A Bonds will be passed upon for the Underwriters by Foley & Lardner LLP, Orlando, Florida, counsel to the Underwriters. Raymond James & Associates, Inc., Winter Park, Florida, Frasca & Associates, L.L.C., New York, New York, and National Minority Consultants, Inc., Orlando, Florida are Co-Financial Advisors to the Authority.
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