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New Issue — Book-Entry Only NEW ISSUE — BOOK-ENTRY ONLY RATINGS: See “RATINGS” herein In the respective opinions of Bond Counsel to the City to be delivered upon the issuance of the Series 2018A-B Subordinate Bonds, under existing law and assuming compliance by the City and County of Denver, Colorado (the “City”), with certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”) that must be met subsequent to the issuance of the Series 2018A-B Subordinate Bonds, with which the City has certified, represented and covenanted its compliance, (1) interest on the Series 2018A Subordinate Bonds is excluded from gross income for federal income tax purposes, except for any period during which such Series 2018A Subordinate Bonds are held by a person who is a “substantial user” of the Airport System or a “related person,” as those terms are used in Section 147(a) of the Code, but is an item of tax preference in calculating the federal alternative minimum tax liability of individuals, trusts, estates and, for taxable years beginning before January 1, 2018, corporations, and (2) interest on the Series 2018B Subordinate Bonds is excluded from gross income for federal income tax purposes, and is not included in the computation of the federal alternative minimum tax imposed on individuals, trusts, estates and, subject to certain exceptions, corporations. Also, in the respective opinions of Bond Counsel to the City to be delivered upon the issuance of the Series 2018A-B Subordinate Bonds, under existing law and to the extent interest on the Series 2018A-B Subordinate Bonds is excluded from gross income for federal income tax purposes, such interest is not subject to income taxation by the State of Colorado. See “TAX MATTERS” for a more detailed discussion. CITY AND COUNTY OF DENVER, COLORADO FOR AND ON BEHALF OF ITS DEPARTMENT OF AVIATION AIRPORT SYSTEM SUBORDINATE REVENUE BONDS $2,341,710,000 $184,365,000 SERIES 2018A (AMT) SERIES 2018B (NON-AMT) Dated: Date of Delivery Due: December 1, as shown on the inside cover page The Series 2018A-B Subordinate Bonds are being issued by authority of the City’s home rule charter and ordinances adopted pursuant thereto in order to, together with other available Airport System moneys, (1) pay for and finance a portion of the costs of the Airport’s 2018-2022 Capital Program, (2) refund certain Airport System revenue bonds, (3) fund a debt service reserve account for the Series 2018A-B Subordinate Bonds, (4) pay capitalized interest on the Series 2018A-B Subordinate Bonds, and (5) pay the costs of issuing the Series 2018A-B Subordinate Bonds, all as further described herein. Capitalized terms used on this cover page are defined herein. The Series 2018A-B Subordinate Bonds will be issued in fully registered form and registered initially in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will serve as securities depository for the Series 2018A-B Subordinate Bonds. Beneficial Ownership Interests in the Series 2018A-B Subordinate Bonds, in non-certificated book-entry only form, may be purchased in integral multiples of $5,000 by or through participants in the DTC system. Beneficial Ownership Interests will be governed as to the receipt of payments, notices and other communications, transfers and various other matters with respect to the Series 2018A-B Subordinate Bonds by the rules and operating procedures applicable to the DTC book-entry system as described herein. Investors may purchase Series 2018A-B Subordinate Bonds in book-entry form only. The Series 2018A-B Subordinate Bonds bear interest at the rates per annum set forth on the inside cover page hereof payable beginning on December 1, 2018, and semiannually thereafter on each June 1 and December 1, and mature on the dates set forth on the inside cover page hereof, subject to redemption prior to maturity as described herein. The Series 2018A-B Subordinate Bonds are special obligations of the City, for and on behalf of its Department of Aviation, payable solely from and secured by a pledge of the Net Revenues of the Airport System and certain Airport System funds and accounts as described herein, on parity with other Subordinate Bonds and Subordinate Obligations of the City and subordinate to Senior Bonds and Senior Obligations. None of the real properties of the Airport System is subject to any mortgage or other lien for the benefit of the Owners or Beneficial Owners of the Series 2018A-B Subordinate Bonds, and neither the full faith and credit nor the taxing power of the City is pledged to the payment of the Series 2018A-B Subordinate Bonds. The Series 2018A-B Subordinate Bonds do not constitute general obligations of the City, the State or any political subdivision or agency of the State within the meaning of any constitutional, home rule charter or statutory limitation of the City or the State. The purchase and ownership of Beneficial Ownership Interests in the Series 2018A-B Subordinate Bonds involve investment risks. Prospective purchasers should read this Official Statement in its entirety, giving particular attention to the matters discussed under “CERTAIN INVESTMENT CONSIDERATIONS.” The Series 2018A-B Subordinate Bonds are offered when, as and if issued, subject to the approval of their validity and enforceability by Hogan Lovells US LLP, Denver, Colorado, Bond Counsel to the City, and Becker Stowe Partners LLC, Denver, Colorado, Bond Counsel to the City. Certain legal matters will be passed upon for the City by Kristin M. Bronson, Esq., City Attorney, and Ballard Spahr LLP, Denver, Colorado, Special Counsel to the City; and for the Underwriters by Butler Snow LLP, Denver, Colorado. It is expected that delivery of the Series 2018A-B Subordinate Bonds will be made through the facilities of DTC on or about August 28, 2018. BOFA MERRILL LYNCH CITIGROUP BARCLAYS GEORGE K. BAUM & COMPANY D.A. DAVIDSON & CO. DREXEL HAMILTON ESTRADA HINOJOSA HARVESTONS SECURITIES, INC. RAMIREZ & CO., INC. RBC CAPITAL MARKETS STIFEL Dated: August 14, 2018 MATURITY SCHEDULE CITY AND COUNTY OF DENVER, COLORADO FOR AND ON BEHALF OF ITS DEPARTMENT OF AVIATION (CUSIP© six digit issuer No. 249182) $2,341,710,000 AIRPORT SYSTEM SUBORDINATE REVENUE BONDS SERIES 2018A (AMT) Maturity Principal Interest (December 1) Amount Rate Yield CUSIP© No. 2019 $ 3,490,000 5.00% 1.77% K S4 2020 9,425,000 5.00 1.96 K T2 2021 8,685,000 5.00 2.13 K U9 2022 24,180,000 5.00 2.27 K V7 2023 34,390,000 5.00 2.41 K W5 2024 35,165,000 5.00 2.59 K X3 2025 33,525,000 5.00 2.77 K Y1 2026 63,325,000 5.00 2.92 K Z8 2027 66,490,000 5.00 3.01 L A2 2028 69,815,000 5.00 3.09 L B0 2029 73,305,000 5.00 3.19c L C8 2030 72,000,000 5.00 3.39 L D6 2031 80,570,000 5.00 3.31c L E4 2032 84,600,000 5.00 3.36c L F1 2033 34,000,000 4.00 3.65c L H7 2033 54,830,000 5.00 3.40c L Q7 2034 38,000,000 5.00 3.68 L J3 2034 54,930,000 5.00 3.48c L R5 2035 95,585,000 5.00 3.54c L G9 2036 65,400,000 5.00 3.77 L K0 2036 34,965,000 5.00 3.57c L S3 2037 13,000,000 4.00 3.86c L L8 2037 92,380,000 5.00 3.61c L T1 2038 38,130,000 3.75 3.95 L M6 2038 72,390,000 5.00 3.62c L U8 $150,000,000 4.00% Term Bonds Due December 1, 2043 Yield 4.04% CUSIP© No. L N4 $198,830,000 5.00% Term Bonds Due December 1, 2043 Yield 3.69%c CUSIP© No. L V6 $150,000,000 5.25% Term Bonds Due December 1, 2043 Yield 3.60%c CUSIP© No. L X2 $200,000,000 4.00% Term Bonds Due December 1, 2048 Yield 4.07% CUSIP© No. L P9 $240,305,000 5.00% Term Bonds Due December 1, 2048 Yield 3.72%c CUSIP© No. L W4 $150,000,000 5.25% Term Bonds Due December 1, 2048 Yield 3.65%c CUSIP© No. L Y0 c Yield to first optional call date of December 1, 2028. © CUSIP is a registered trademark of The American Bankers Association. CUSIP Global Services is managed on behalf The American Bankers Association by Standard & Poor Global Market Intelligence. None of the City, for and on behalf of its Department, or any of the Underwriters assumes any responsibility for the accuracy of CUSIP numbers, which are included solely for the convenience of the owners of the Series 2018A- B Subordinate Bonds. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2018A-B Subordinate Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities. MATURITY SCHEDULE CITY AND COUNTY OF DENVER, COLORADO FOR AND ON BEHALF OF ITS DEPARTMENT OF AVIATION (CUSIP© six digit issuer No. 249182) $184,365,000 AIRPORT SYSTEM SUBORDINATE REVENUE BONDS SERIES 2018B (NON-AMT) Maturity Principal Interest (December 1) Amount Rate Yield CUSIP© No.
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