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SUPPLEMENT to OFFICIAL STATEMENT Relating To SUPPLEMENT TO OFFICIAL STATEMENT relating to REEDY CREEK IMPROVEMENT DISTRICT (FLORIDA) (Located in Orange and Osceola Counties) $165,500,000 AD VALOREM TAX BONDS, SERIES 2016A This Supplement (the "Supplement") provides information amendatory and supplemental to the Official Statement, dated June 22, 2016 (as herein supplemented, the "Official Statement"), relating to the Bonds described above. This Supplement must be read in conjunction with the Official Statement. All capitalized terms used in this Supplement but not otherwise defined herein shall have the same meanings ascribed to such terms in the Official Statement. This Supplement should not be separated from the Official Statement, and neither this Supplement nor the Official Statement should be relied upon in any way independently of each other. The Official Statement is hereby supplemented as follows: The following paragraph is added as the last paragraph of the Section entitled "Litigation": Walt Disney Parks and Resorts US, Inc., and Disney Vacation Development, Inc. (collectively, the “Disney Plaintiffs”) have filed ten lawsuits in the Circuit Court of the Ninth Judicial Circuit for Orange County, Florida naming the District, the property appraiser and tax collector of Orange County, Florida in their respective official capacities and the executive director of the Florida Department of Revenue in his official capacity, as defendants (collectively, the “Defendants”). The Disney Plaintiffs challenge the valuation of several commercial parcels, including but not limited to, the Grand Floridian Resort, the Polynesian Resort, the Contemporary Resort, the Animal Kingdom Lodge, the Wilderness Lodge Resort, the Disney Yacht & Beach Club Resort, the Magic Kingdom Theme Park, Hollywood Studios, Animal Kingdom, Blizzard Beach, Epcot, Typhoon Lagoon, Port Orleans Resort, Coronado Springs Resort, Caribbean Beach Resort, Pop Century Resort, Art of Animation Resort, Boardwalk Resort, Disney administrative offices, and vacant land (collectively, the “Disney Parcels”), and contest the legality and validity of the 2015 ad valorem tax assessments on the Disney Parcels. The Disney Plaintiffs paid the assessments in full on the Disney Parcels. The Disney Plaintiffs initiated proceedings for review by the VAB, which VAB issued a final ruling on April 17, 2016 reducing the market value of a portion of the Disney Parcels by $26,180,479. Due to the VAB adjustments being to market value only, the VAB ruling had no effect on the assessed value of the Disney Parcels. In its lawsuits, Disney Plaintiffs claim that despite the adjustment, the value of each of the assessments on all of the Disney Parcels does not represent the just value of the Disney parcels because it exceeds the fair market value thereof and claims that the appraiser included the value of certain intangible property in the assessment in violation of law. Disney Plaintiffs have requested that the court set aside the 2015 assessments and resulting taxes to the extent they exceed the just value of such property and issue a new tax bill in said reassessed amounts. The District anticipates an adjustment to the tax collections for fiscal year 2016. However, the District cannot predict the outcome of these cases. Even in the event that the Disney Plaintiffs are successful and the assessed and/or market value of all or a portion of the Disney Parcels is adjusted downward, the District does not believe that any adverse outcome will have a material adverse effect on the District’s finances or operations or on the District’s ability to pay debt service on the Series 2016A Bonds. REEDY CREEK IMPROVEMENT DISTRICT The date of this Supplement is July 6, 2016. NEW ISSUE BOOK ENTRY ONLY RATINGS: Moody's: Aa3 (stable outlook) Fitch: AA- (stable outlook) S&P: AA- (stable outlook) See "RATINGS" herein In the opinion of Greenberg Traurig, P.A., Bond Counsel, assuming continuing compliance with certain tax covenants, under existing statutes, regulations, rulings and judicial decisions, interest on the Series 2016A Bonds is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on certain corporations. However, see "TAX EXEMPTION" for a description of the federal alternative minimum tax imposed on corporations and certain other federal tax consequences of ownership of the Series 2016A Bonds. Bond Counsel is further of the opinion that the Series 2016A Bonds and the interest thereon are not subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes imposed by Chapter 220, Florida Statutes, as amended, on interest, income or profits on debt obligations owned by corporations as defined therein. REEDY CREEK IMPROVEMENT DISTRICT (FLORIDA) (Located in Orange and Osceola Counties) $165,500,000 AD VALOREM TAX BONDS, SERIES 2016A Dated: Date of Delivery Due: June 1, as shown on inside cover The Reedy Creek Improvement District (the "District") Ad Valorem Tax Bonds, Series 2016A (the "Series 2016A Bonds") will be issued as fully registered bonds and will be initially issued to and registered in the name of Cede & Co., as nominee for The Depository Trust Company New York, New York ("DTC"), which will act as securities depository for the Series 2016A Bonds. The Series 2016A Bonds will be available to purchasers in denominations of $5,000 or any integral multiple thereof under the book-entry only system maintained by DTC through brokers and dealers who are, or act through, DTC Participants. Purchasers will not receive physical delivery of the Series 2016A Bonds. For so long as any purchaser is the beneficial owner of a Series 2016A Bond, they must maintain an account with a broker or dealer who is, or acts through, a DTC Participant in order to receive payment of principal of and interest on such Series 2016A Bond. For so long as the book- entry only system is in effect, any reference to a Bondholder or Bondholders shall be deemed to be Cede & Co. and not the beneficial owners of the Series 2016A Bonds. See "Book-Entry Only System" under "DESCRIPTION OF THE SERIES 2016A BONDS" herein. Interest on the Series 2016A Bonds is payable on each June 1 and December 1, commencing December 1, 2016 by U.S. Bank National Association, Orlando, Florida, as Paying Agent and Bond Registrar for the Series 2016A Bonds. The Series 2016A Bonds are being issued by the District (i) to finance the District-Wide Transportation Project, the Additional Buena Vista Drive Corridor Improvements Project and the District Facilities Project (each as defined under "DESCRIPTION OF THE PROJECT" herein) and (ii) to pay the costs of issuing the Series 2016A Bonds. The Series 2016A Bonds and interest thereon are payable from and secured equally and ratably with other Outstanding Bonds under the Bond Resolution (as such terms are defined herein), by an irrevocable prior lien on and a pledge of the first proceeds collected by the District from ad valorem taxes levied at a rate not exceeding 30 mills on the dollar per annum on the assessed value of all taxable property in the District, the major portion of which property is wholly-owned by affiliates of The Walt Disney Company. The Series 2016A Bonds are subject to optional redemption prior to maturity as described in this Official Statement. MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES OR YIELDS AND INITIAL CUSIP NUMBERS ON INSIDE COVER This cover page contains certain information for quick reference only. It is not, and is not intended to be, a summary of the bond issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2016A Bonds are offered for delivery when, as and if issued and received by the Underwriters, subject to the approval of legality by Greenberg Traurig P.A., Miami, Florida, Bond Counsel. Certain legal matters will be passed upon by Lee G. Schmudde, Esq., Orlando, Florida, as Special Counsel to the District and by Bryant Miller Olive P.A., Orlando, Florida, as Disclosure Counsel for the District. Certain legal matters will be passed on for the Underwriters by their counsel, Marchena and Graham, P.A., Orlando, Florida. Dunlap & Associates, Inc., Winter Park, Florida, is acting as financial advisor to the District. The Series 2016A Bonds are expected to be available for delivery through the offices of DTC in New York, New York on or about July 7, 2016. J.P. Morgan BofA Merrill Lynch Loop Capital Markets Morgan Stanley Dated: June 22, 2016 $165,500,000 Ad Valorem Tax Bonds Series 2016A MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES, YIELDS AND INITIAL CUSIP NUMBERS $165,500,000 Serial Bonds Initial Maturity Principal Interest CUSIP (June 1) Amount Rate Price Yield Number** 2019 $1,655,000 5.00% 111.678 0.91% 758449QD7 2020 2,445,000 5.00 115.095 1.04 758449QE5 2021 2,580,000 5.00 118.134 1.18 758449QF2 2022 2,710,000 5.00 120.947 1.30 758449QG0 2023 2,850,000 5.00 123.301 1.44 758449QH8 2024 2,990,000 5.00 125.220 1.59 758449QJ4 2025 2,755,000 5.00 127.053 1.71 758449QK1 2026 10,475,000 5.00 128.897 1.80 758449QL9 2027 11,000,000 5.00 127.336* 1.95* 758449QM7 2028 11,545,000 5.00 126.616* 2.02* 758449QN5 2029 12,130,000 4.00 115.740* 2.22* 758449QP0 2030 12,610,000 5.00 125.696* 2.11* 758449QQ8 2031 13,240,000 5.00 125.088* 2.17* 758449QR6 2032 13,905,000 5.00 124.482* 2.23* 758449QS4 2033 14,600,000 5.00 123.781* 2.30* 758449QT2 2034 15,330,000 4.00 111.870* 2.63* 758449QU9 2035 15,940,000 5.00 123.084* 2.37* 758449QV7 2036 16,740,000 4.00 111.133* 2.71* 758449QW5 * Prices and Yields are to the first optional redemption date of June 1, 2026.
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