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City of Houston, Texas OFFICIAL STATEMENT DATED AUGUST 12, 2014 NEW ISSUE – BOOK-ENTRY ONLY SEE “RATINGS” HEREIN Interest on the Series 2014 Bonds is not excludable from gross income for federal tax purposes under existing law. See “MATERIAL UNITED STATES FEDERAL INCOME TAX MATTERS” herein. $38,225,000 CITY OF HOUSTON, TEXAS Airport System Special Facilities Taxable Revenue Refunding Bonds (Consolidated Rental Car Facility Project), Series 2014 Interest Accrual Date: Date of Delivery CUSIP Prefix: 442348 Due: As shown on inside cover page The City of Houston, Texas Airport System Special Facilities Taxable Revenue Refunding Bonds (Consolidated Rental Car Facility Project), Series 2014 (the “Series 2014 Bonds”), are issued pursuant to a Trust Indenture dated as of March 1, 2001, and supplemented by a First Supplement to Trust Indenture dated as of May 1, 2003 (together, the “Original Trust Indenture”), as supplemented by a Second Supplemental Trust Indenture dated as of September 1, 2014 (the “Second Supplemental Indenture” and, together with the Original Trust Indenture, the “Trust Indenture”), by and between the City of Houston, Texas (the “City”), a municipal corporation and home rule city, duly incorporated under the laws of the State of Texas, and The Bank of New York Mellon Trust Company, National Association, as successor trustee to The Chase Manhattan Bank (the “Trustee”). The Series 2014 Bonds are also issued pursuant to an Ordinance adopted by the City Council of the City on May 15, 2013, as ratified and supplemented by an Ordinance adopted by the City Council of the City on July 16, 2014. Interest on the Series 2014 Bonds is payable on January 1, 2015, and on each July 1 and January 1 thereafter until maturity or earlier redemption. Interest will accrue on the Series 2014 Bonds from the date of delivery, at the rate or rates per annum set forth on the inside cover page hereof, calculated on the basis of a 360-day year composed of twelve 30-day months. The Series 2014 Bonds are being issued in fully registered form and, when issued, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Series 2014 Bonds. Individual purchases will initially be made in book-entry form only in denominations of $5,000 principal amount or any integral multiple thereof. No physical delivery of the Series 2014 Bonds will be made to the owners thereof. See APPENDIX D, which describes DTC’s securities clearance procedures. The Series 2014 Bonds are being issued to (i) refund a portion of the City’s outstanding Airport System Special Facilities Taxable Revenue Bonds (Consolidated Rental Car Facility Project), Series 2001 (as more specifically described on SCHEDULE I and referred to herein as the “Refunded Bonds”), and (ii) pay costs of issuance of the Series 2014 Bonds. The Series 2014 Bonds, together with the Airport System Special Facilities Taxable Revenue Bonds (Consolidated Rental Car Facility Project), Series 2001 remaining Outstanding after the issuance of the Series 2014 Bonds and any other bonds issued pursuant to the Trust Indenture (collectively, the “Special Facilities Bonds”), are payable solely from and secured by a lien on and pledge of the (i) Pledged Revenues, which include revenues derived from certain daily usage fees (“Customer Facility Charges”) to be collected and remitted by the rental car companies (the “Operators”) using the rental car facility (as further described herein, the “Project”), and (ii) Pledged Funds, which include the funds and accounts established under the Trust Indenture, including a Revenue Fund, Debt Service Fund, Debt Service Reserve Fund, Coverage Fund, Project Fund and Facility Improvement Fund. The City and the Operators have entered into a Master Special Facilities Lease Agreement dated as of January 1, 2001 (the “Master Lease”), pursuant to which the Customer Facility Charges are collected by each Operator from certain persons entering into a motor vehicle rental agreement with respect to the Project. Payment of the principal of and interest on the Series 2014 Bonds is not guaranteed by any of the Operators and no revenues, profits or property of the Operators are pledged as security for the Series 2014 Bonds. See “SECURITY FOR THE SERIES 2014 BONDS.” The Series 2014 Bonds are subject to redemption prior to maturity, as described herein. See “THE SERIES 2014 BONDS – Make- Whole Redemption Prior to Maturity.” THE SERIES 2014 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OR GENERAL OBLIGATION OF THE CITY WITHIN THE MEANING OF ANY PROVISION OF THE CONSTITUTION OR LAWS OF THE STATE OF TEXAS OR THE CITY’S HOME RULE CHARTER. NO HOLDER OF ANY BOND SHALL HAVE THE RIGHT TO DEMAND PAYMENT THEREOF FROM ANY FUNDS RAISED OR TO BE RAISED BY TAXATION, OR ANY OTHER REVENUES GENERALLY AVAILABLE TO THE CITY OR THE HOUSTON AIRPORT SYSTEM, OTHER THAN THE PLEDGED REVENUES AND PLEDGED FUNDS. AN INVESTMENT IN THE SERIES 2014 BONDS INVOLVES CERTAIN RISKS. PROSPECTIVE BONDHOLDERS ARE ADVISED TO READ THIS ENTIRE OFFICIAL STATEMENT PRIOR TO MAKING AN INVESTMENT DECISION WITH RESPECT TO THE SERIES 2014 BONDS, PARTICULARLY THE SECTION HEREOF ENTITLED “INVESTMENT CONSIDERATIONS.” SEE INSIDE COVER PAGE FOR MATURITY, PRICING SCHEDULE AND CUSIP NUMBERS The Series 2014 Bonds are offered by the Underwriters listed below when, as and if issued by the City and accepted by the Underwriters, subject to the approving opinion of the Attorney General of the State of Texas and the opinion of Bracewell & Giuliani LLP, Houston, Texas, and the Law Offices of Francisco G. Medina, Houston, Texas, Co-Bond Counsel for the City, as to the validity of the issuance of the Series 2014 Bonds under the Constitution and the laws of the State of Texas. Certain matters will be passed upon for the City by its Special Disclosure Co-Counsel, Haynes and Boone, LLP, Houston, Texas, and Bratton & Associates, Houston, Texas. Certain other legal matters will be passed upon for the Underwriters by their counsel, Greenberg Traurig, LLP, Houston, Texas. The Series 2014 Bonds are expected to be available for delivery through the facilities of DTC on or about September 4, 2014 (the “Date of Delivery”). RAMIREZ & CO., INC. FIDELITY CAPITAL MARKETS MATURITY AND PRICING SCHEDULE $38,225,000 CITY OF HOUSTON, TEXAS AIRPORT SYSTEM SPECIAL FACILITIES TAXABLE REVENUE REFUNDING BONDS (CONSOLIDATED RENTAL CAR FACILITY PROJECT), SERIES 2014 CUSIP PREFIX 442348(1) Maturity Principal Interest (2) (1) (January 1) Amount Rate Price CUSIP Suffix 2015 $ 4,355,000 0.400% 100% 7J1 2016 5,160,000 0.740% 100 7K8 2017 5,305,000 1.296% 100 7L6 2018 5,490,000 1.916% 100 7M4 2019 5,715,000 2.316% 100 7N2 2020 5,960,000 2.687% 100 7P7 2021 6,240,000 2.987% 100 7Q5 (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard and Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. Neither the City, the Co-Financial Advisors, nor the Underwriters are responsible for the selection or correctness of the CUSIP numbers set forth herein. (2) The Series 2014 Bonds are subject to redemption prior to maturity, as described in “THE SERIES 2014 BONDS – Make-Whole Redemption Prior to Maturity.” i THE SERIES 2014 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACT. ANY REGISTRATION OR QUALIFICATION OF THE SERIES 2014 BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF SECURITIES LAWS OF THE STATES IN WHICH THE SERIES 2014 BONDS MAY HAVE BEEN REGISTERED OR QUALIFIED AND ANY EXEMPTION FROM REGISTRATION OR QUALIFICATION IN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2014 BONDS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The information and expressions of opinion contained herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the other matters described herein since the date hereof. This Official Statement includes descriptions and summaries of certain events, matters and documents. Such descriptions and summaries do not purport to be complete and all such descriptions, summaries and references thereto are qualified in their entirety by reference to this Official Statement in its entirety and to each such document, copies of which may be obtained from the City or from the Co-Financial Advisors to the City. Any statements made in this Official Statement or the appendices hereto involving matters of opinion or estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of such opinions or estimates will be realized. The Underwriters have provided the following sentence for inclusion in this Official Statement.
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