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Preliminary Official Statement Dated October 23, 2019

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Preliminary Official Statement Dated October 23, 2019 SUPPLEMENT DATED NOVEMBER 4, 2019 TO PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER 23, 2019 RELATED TO CITY OF PHOENIX CIVIC IMPROVEMENT CORPORATION $234,490,000* $78,715,000* RENTAL CAR FACILITY CHARGE RENTAL CAR FACILITY CHARGE REVENUE BONDS, REVENUE REFUNDING BONDS, SERIES 2019A (NON-AMT) TAXABLE SERIES 2019B The information in the Preliminary Official Statement under the caption “LITIGATION” is hereby supplemented by adding the below new final paragraph to the information under such caption: Status of Litigation Relating to Customer Facility Charge; Pending Motion to Dismiss. On June 12, 2018, a lawsuit was filed against the City (the “Customer Facility Charge Lawsuit”) on behalf of an individual who had rented a vehicle at the Rental Car Center and others in a class similarly situated (the “CFC Plaintiffs”) contending that imposition and collection of the Customer Facility Charge was invalid because it violated a provision of the State Constitution providing that no money derived from fees, excises, or license taxes relating to registration, operation, or use of vehicles on public highways or streets shall be expended for other than highway and street purposes. In addition to a declaration that the Customer Facility Charge was invalid, the CFC Plaintiffs were seeking a refund of the Customer Facility Charges collected since July 1, 2016 (estimated at $140 million through date of filing of an amended complaint on June 5, 2018). A similar separate lawsuit had previously been filed on June 8, 2018 against the City (the “City Rental Car Excise Tax Lawsuit”) on behalf of three local rental car companies and all similarly situated entities (the “City Rental Car Excise Tax Plaintiffs”), contending that a City excise tax levied on the gross income from the business activity of any person engaging in the business of leasing, licensing for use, or renting certain motor vehicles was invalid for the same reasons stated in the Customer Facility Charge Lawsuit. (No part of the rental car excise taxes involved in the City Rental Car Excise Tax Lawsuit constitute Pledged Revenues securing the 2019 Bonds.) Both the Customer Facility Charge Lawsuit and the City Rental Car Excise Tax Lawsuit relied upon an earlier ruling by a Maricopa County Superior Court (the trial court) in a separate, unrelated lawsuit against the Arizona Department of Revenue (the “Arizona Tourism and Sports Authority Lawsuit”), to the effect that a car rental surcharge imposed by state statute for the benefit of the Arizona Tourism and Sports Authority was invalid because the money raised was required by the State Constitution to be used for highway and street purposes but, as required by the authorizing legislation, was used for other purposes. The Arizona Tourism and Sports Authority appealed the trial court’s ruling to the Arizona Court of Appeals, which on March 13, 2018 reversed the trial court’s ruling relied upon by the CFC Plaintiffs and the City Rental Car Excise Tax Plaintiffs in their respective lawsuits and upheld the validity of the tax collected on behalf of the Arizona Tourism and Sports Authority. On May 31, 2018, the plaintiffs filed with the Arizona Supreme Court a petition for review of the Arizona Court of Appeals’ decision. On February 25, 2019, the Arizona Supreme Court affirmed the Court of Appeals’ decision in favor of the Arizona Tourism and Sports Authority and on October 7, 2019, the United States Supreme Court refused to accept a review of the decision. With the final court actions upholding the validity of the tax collected by the Arizona Tourism and Sports Authority, the City Rental Car Excise Tax Lawsuit against the City was dismissed by the trial court on June 10, 2019 and on August 2, 2019, the City filed a motion with the trial court to dismiss the Customer Facility Charge Lawsuit, which motion included additional grounds upon which the case should be dismissed. The motion to dismiss is currently pending. The City believes that the CFC Plaintiffs’ claims are without merit and expects that its motion will be granted, although the CFC Plaintiffs would be permitted to appeal dismissal of the case. If the Customer Facility Charge Lawsuit is not dismissed, the City believes that it has meritorious procedural and legal defenses to the lawsuit, in addition to those that formed the basis for the Arizona Supreme Court’s ruling in the Arizona Tourism and Sports Authority Lawsuit. In addition, the City has contractual remedies available to mitigate losses of Customer Facility Charge revenues, including amounts involved in a refund. Specifically, the City currently has concession agreements and leases with the rental car companies that will be operating from the Rental Car Center. The concession agreements and leases define the obligations of the City and rental car companies and establish the process for supplemental payments (“Obligation Payments”) addressing shortfalls in, and the complete or partial elimination of, the Customer Facility Charge. Obligation Payments are included in the definition of Pledged Revenues. Consequently, even if the Customer Facility Charge were declared to be invalid and the City were obligated to make a refund payment, such payment would be a one-time payment for past collections with any future amounts to be addressed with the rental car companies going forward. The City intends to vigorously oppose the Customer Facility Charge Lawsuit and although damages would not be covered by insurance the City does not believe it will have a material adverse impact on its ability to pay obligations related to the 2019 Bonds. Jefferies Barclays Loop Capital Markets Stern Brothers & Co. * Subject to change. NEW ISSUES — BOOK-ENTRY-ONLY RATINGS: Moody’s: A2 S&P: A PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER 23, 2019 Preliminary 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 n in which such offer 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 $234,490,000* $78,715,000* 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).
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