Memphis-Shelby County Airport Authority Raymond

NEW ISSUE (Book-Entry Only) RATINGS: See “RATINGS” herein. In the opinion of Bond Counsel to the Authority, under existing statutes and court decisions and assuming continuing compliance with certain tax covenants described herein, (i) interest on the Series 2020 Bonds (as defined below) is excluded from gross income for Federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”) except that no opinion is expressed as to such exclusion of interest on any Series 2020 Bond for any period during which the Series 2020 Bond is held by a person who, within the meaning of Section 147(a) of the Code, is a “substantial user” of the facilities financed with the proceeds of the Series 2020 Bonds or a “related person”, (ii) interest on the Series 2020A Bonds is not treated as a preference item in calculating the alternative minimum tax imposed on individuals under the Code, and (iii) interest on the Series 2020B Bonds is treated as a preference item in calculating the alternative minimum tax imposed on individuals under the Code. See “TAX EXEMPTION” herein for a description of certain other provisions of law which may affect the Federal tax treatment of interest on the Series 2020 Bonds. In addition, in the opinion of Bond Counsel, under the laws of the State of Tennessee, the Series 2020 Bonds and the income therefrom are exempt from all state, county and municipal taxation within the State of Tennessee except to the extent included within the measure of franchise and excise taxes. MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY $24,230,000 $72,250,000 AIRPORT REVENUE REFUNDING AIRPORT REVENUE REFUNDING BONDS, SERIES 2020A BONDS, SERIES 2020B (AMT) (PRIVATE ACTIVITY, NON-AMT) Dated: Date of Delivery Due: As shown on the inside cover The Memphis-Shelby County Airport Authority (the “Authority”) Airport Revenue Refunding Bonds, Series 2020A (PRIVATE ACTIVITY, NON-AMT) (the “Series 2020A Bonds”) and the Authority’s Airport Revenue Refunding Bonds, Series 2020B (AMT) (the “Series 2020B Bonds”, and together with the Series 2020A Bonds are referred to herein as the “Series 2020 Bonds”) will be issued to (i) currently refund all of the Authority’s Airport Revenue Bonds, Series 2010A (the “Series 2010A Bonds”), (ii) currently refund all of the Authority’s Airport Refunding Revenue Bonds, Series 2010B (AMT) (the “Series 2010B Bonds”, together with the Series 2010A Bonds are referred to herein as the “Refunded Bonds”), (iii) fund a debt service reserve account for the Series 2020A Bonds and (iv) pay related costs of issuance. The Series 2020 Bonds are being issued under the Metropolitan Airport Authority Act, Tennessee Code Annotated §§ 42-4-101 et seq., as amended the Local Government Public Obligations Act of 1986, Tennessee Code Annotated §§ 9-21-101 et seq. (the “Act”), and pursuant to the Authority’s Resolution No. 88-3227 duly adopted by the Board of Commissioners of the Authority (the “Board”) on January 29, 1988, as amended (the “Basic Resolution”), a Supplemental Resolution No. 20-4943 duly adopted by the Board on July 23, 2020, and Certificate(s) of Determination relating to and authorizing the issuance of the Series 2020 Bonds (together the “2020 Bond Resolution”). The Basic Resolution and the 2020 Bond Resolution are together referred to herein as (the “Resolution”). The Series 2020 Bonds are issuable as fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof, and when issued will be registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”). See “DESCRIPTION OF THE SERIES 2020 BONDS – Book-Entry Only System” herein. Interest on the Series 2020 Bonds will be payable on January 1 and July 1 of each year commencing on January 1, 2021. Payments of principal, premium, if any, and interest on the Series 2020 Bonds will be made by the Authority. The Bank of New York Mellon Trust Company, N.A., Jacksonville, Florida, will serve as trustee for the Series 2020 Bonds (the “Trustee”). So long as the Series 2020 Bonds are held by DTC, the principal of, interest and premium, if any, on the Series 2020 Bonds will be payable by wire transfer to DTC which in turn is required to remit such principal, interest and premium, if any, to the DTC Participants for subsequent disbursement to the Beneficial Owners of the Series 2020 Bonds, as more fully described herein. The Series 2020A Bonds will be subject to optional redemption prior to maturity as more fully described herein. The Series 2020 Bonds will be payable from and are secured solely by a pledge of and lien upon, the Revenues (as defined herein) of the Authority subject to the prior payment of Costs of Operation and Maintenance of the Airport (as defined herein) and on a parity with the Authority’s outstanding bonds in the amount of $415,420,000 (the “Outstanding Bonds”), and bonds hereafter issued on a parity therewith. Neither the Outstanding Bonds nor the Series 2020 Bonds are an indebtedness of the State of Tennessee, the City of Memphis, Tennessee the County of Shelby, Tennessee or any other municipality or political subdivision of the State of Tennessee, or a general obligation of the Authority or a charge upon any other revenues or assets of the Authority not specifically pledged under the Resolution. The Authority has no taxing power. An investment in the Series 2020 Bonds involves certain risks. Prospective buyers are advised to read this entire Official Statement prior to making an investment in the Series 2020 Bonds. See “RISK FACTORS AND INVESTMENT CONSIDERATIONS” herein. This cover page contains certain information for quick reference only. It is not a summary of this issue. Prospective investors must read this entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2020 Bonds are offered for delivery when, as and if issued and received by the Underwriters, subject to prior sale, to withdrawal or modification of the offer without notice and subject to the approving opinion of Glankler Brown, PLLC, Memphis, Tennessee, Bond Counsel to the Authority. Certain legal matters will be passed upon for the Underwriters by their Counsel, Carpenter Law, PLLC, Memphis, Tennessee and for the Authority by Janet Shipman, Esquire, Associate Airport Counsel to the Authority. PFM Financial Advisors LLC is serving as the Financial Advisor to the Authority. It is anticipated that delivery of the Series 2020 Bonds will be made on or about September 17, 2020 through the facilities of DTC in New York, New York. RAYMOND JAMES FHN Financial Capital Markets Harvestons Securities, Inc. This Official Statement is dated September 1, 2020 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES OR YIELDS AND INITIAL CUSIPS NUMBERS $24,230,000 MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY AIRPORT REVENUE REFUNDING BONDS, SERIES 2020A (PRIVATE ACTIVITY, NON-AMT) SERIAL BONDS Maturity Principal Interest Initial Date Amount Rate Yield Price CUSIP No.† 07/01/2027 $1,380,000 5.00% 0.95% 126.564 586111NE2 07/01/2028 1,450,000 5.00 1.12 128.861 586111NF9 07/01/2029 1,520,000 5.00 1.26 131.021 586111NG7 07/01/2030 1,600,000 5.00 1.43 132.500 586111NH5 07/01/2031 1,675,000 5.00 1.54 131.326 C 586111NJ1 07/01/2032 1,765,000 5.00 1.62 130.480 C 586111NK8 07/01/2033 1,850,000 5.00 1.70 129.640 C 586111NL6 07/01/2034 1,945,000 5.00 1.75 129.118 C 586111NM4 07/01/2035 2,040,000 4.00 1.97 117.990 C 586111NN2 07/01/2036 2,125,000 4.00 2.00 117.698 C 586111NP7 07/01/2037 2,205,000 4.00 2.04 117.309 C 586111NQ5 07/01/2038 2,290,000 4.00 2.07 117.019 C 586111NR3 07/01/2039 2,385,000 4.00 2.11 116.633 C 586111NS1 _________________________ C Priced to July 1, 2030 par call. $72,250,000 MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY AIRPORT REVENUE REFUNDING BONDS, SERIES 2020B (AMT) SERIAL BONDS Maturity Principal Interest Initial Date Amount Rate Yield Price CUSIP No.† 07/01/2021 $11,150,000 5.00% 0.55% 103.497 586111NT9 07/01/2022 15,860,000 5.00 0.63 107.760 586111NU6 07/01/2023 16,655,000 5.00 0.72 111.795 586111NV4 07/01/2024 17,485,000 5.00 0.81 115.601 586111NW2 07/01/2025 11,100,000 5.00 0.91 119.121 586111NX0 †CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein are provided by Standard and Poor's CUSIP Service Bureau, a Division of the McGraw-Hill Companies, Inc. These data are not intended to create a database and do not serve in any way as a substitute for the CUSIP Services. Neither the Authority nor the Underwriters are responsible for the selection or correctness of the CUSIP numbers set forth above. They are included solely for the convenience of the readers of this Official Statement. MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY 2491 Winchester Road, Suite 113 Memphis, Tennessee 38116-3856 BOARD OF COMMISSIONERS Members Year of Initial Appointment Occupation Pace Cooper, Chair 2013 Businessperson Jack Sammons, Vice-Chair 2010 Businessperson Greg Fletcher, Secretary 2019 Attorney Pamela Z. Clary 2015 Businessperson Michael Keeney 2017 Attorney James (Jim) Keras 2007 Businessperson Darrell Thomas 2015 Businessperson AUTHORITY OFFICERS AND STAFF Members Year of Initial Employment Position President and Chief Scott A. Brockman, A.A.E.

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