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Birmingham Airport Authority NEW ISSUE – BOOK-ENTRY ONLY SEE “RATINGS” herein In the opinion of Co-Bond Counsel to the Authority, under existing law, interest on the Series 2020 Bonds (i) will be excludable from gross income for federal income tax purposes if the Authority complies with all requirements of the Internal Revenue Code that must be satisfied subsequent to the issuance and sale of the Series 2020 Bonds in order that interest thereon be and remain excludable from gross income, except for interest on any Series 2020 Bonds for any period during which such Series 2020 Bonds are held by a person who is a “Substantial User” of the Airport facilities financed by the Series 2020 Bonds or a “related person” within the meaning of Section 147(a) of the Code, and (ii) will not be an item of tax preference for purposes of the federal alternative minimum tax on individuals and corporations. Co-Bond Counsel to the Authority is also of the opinion that, under existing law, statutes and regulations, interest on the Series 2020 Bonds will be exempt from State of Alabama income taxation. See “TAX MATTERS” herein for further information and certain other federal tax consequences arising with respect to the Series 2020 Bonds. $102,130,000 BIRMINGHAM AIRPORT AUTHORITY Airport Revenue Bonds, Series 2020 (Non-AMT) Issue Date: Date of Initial Delivery Due: July 1, as shown on inside cover SEE INSIDE COVER FOR MATURITIES, AMOUNTS, RATES, YIELDS, AND CUSIPS The bonds being issued and sold pursuant to this Official Statement are Airport Revenue Bonds, Series 2020, issued by the Birmingham Airport Authority (the “Authority”) in the aggregate principal amount of $102,130,000 (the “Series 2020 Bonds”). The Series 2020 Bonds are being issued by the Authority to refinance those of the $151,705,000 original principal amount of Airport Revenue Bonds, Series 2020 (Non-AMT) dated December 22, 2010, scheduled to mature in 2021 and thereafter, and to pay those costs of issuing the Series 2020 Bonds not paid by the Authority with cash. The Series 2020 Bonds will be issued in fully registered form in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), and will be available to ultimate purchasers in denominations of $5,000 or any integral multiple thereof, under the book-entry only system maintained by DTC. The principal of, premium, if any, and interest on the Series 2020 Bonds are payable by Regions Bank, Birmingham, Alabama, as trustee, to DTC, which in turn will remit such payments to its participants for subsequent disbursement to purchasers as described herein while the Series 2020 Bonds are registered in the name of Cede & Co. Interest will accrue on the Series 2020 Bonds from the date of their initial delivery and will be payable semiannually on January 1 and July 1 of each year, commencing July 1, 2020. The Series 2020 Bonds will be issued in the aggregate principal amounts and at the interest rates, and will mature in the amounts and on the dates as set forth on the inside cover page of this Official Statement. The Series 2020 Bonds are subject to redemption prior to maturity as more particularly described herein. THE SERIES 2020 BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY. THE AUTHORITY IS OBLIGATED TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE SERIES 2020 BONDS FROM THE NET REVENUES HEREIN DESCRIBED, AND OTHER FUNDS OF THE AUTHORITY PLEDGED THEREFOR UNDER THE TERMS OF THE INDENTURE AND AVAILABLE FOR SUCH PAYMENT. THE AUTHORITY ALSO EXPECTS TO PAY A PORTION OF THE PRINCIPAL AND INTEREST ON THE SERIES 2020 BONDS FROM PFC MONIES (AS HEREINAFTER DEFINED), WHICH ARE NOT SUBJECT TO THE LIEN OF THE INDENTURE. THE SERIES 2020 BONDS ARE NOT A DEBT OF THE CITY OF BIRMINGHAM, THE STATE OF ALABAMA, OR ANY POLITICAL SUBDIVISION THEREOF, AND NONE OF THE CITY OF BIRMINGHAM, THE STATE OF ALABAMA OR ANY POLITICAL SUBDIVISION THEREOF SHALL BE LIABLE FOR THE SERIES 2020 BONDS. THE SERIES 2020 BONDS SHALL NOT BE PAYABLE FROM ANY OTHER FUNDS OF THE AUTHORITY OTHER THAN PFC MONIES. THE AUTHORITY HAS NO TAXING POWER. Under the Indenture the Series 2020 Bonds will be secured by Net Revenues on a parity basis with any additional parity bonds issued. See “SECURITY FOR THE SERIES 2020 BONDS – Source of Payment” and “SECURITY FOR THE SERIES 2020 BONDS – Additional Bonds” herein. The scheduled payment of principal of and interest on the Series 2020 Bonds when due will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the Series 2020 Bonds by Build America Mutual Assurance Company. See “BOND INSURANCE” herein. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement, including all appendices hereto, to obtain information necessary to making an informed investment decision. Additionally, an investment in the Series 2020 Bonds involves certain risks. See “RISK FACTORS AND INVESTMENT CONSIDERATIONS” herein. The Series 2020 Bonds are being offered subject to prior sale when, as and if issued by the Authority and accepted by the Underwriters and subject to the approval of legality by Bradley Arant Boult Cummings LLP, Birmingham, Alabama, and Ken Simon Law, Birmingham, Alabama, as Co-Bond Counsel to the Authority. Certain legal matters will also be passed on for the Authority by Maynard, Cooper & Gale, P.C., Birmingham, Alabama, and Kelvin W. Howard, LLC, Birmingham, Alabama, Co-Counsel to the Authority, and for the Underwriters by Ezell Law, LLC, counsel to the Underwriters. It is expected that the Series 2020 Bonds in definitive form will be ready for delivery through the facilities of The Depository Trust Company on or about July 9, 2020. MORGAN STANLEY SIEBERT WILLIAMS SHANK & CO., LLC Dated: June 24, 2020 MATURITIES, AMOUNTS, RATES, YIELDS, & CUSIPS Maturity Date Principal Interest (July 1,) Amount Rate Yield CUSIP(1) 2023 $5,230,000 5.000% 1.020% 090888GG7 2024 5,490,000 5.000 1.130 090888GH5 2025 5,765,000 5.000 1.290 090888GJ1 2026 6,055,000 5.000 1.460 090888GK8 2027 6,360,000 5.000 1.590 090888GL6 2028 6,675,000 5.000 1.700 090888GM4 2029 7,010,000 5.000 1.780 090888GN2 2030 7,360,000 5.000 1.860 090888GP7 2031 4,220,000 5.000 1.910* 090888GQ5 2032 4,430,000 5.000 2.000* 090888GR3 2033 4,650,000 5.000 2.090* 090888GS1 2034 4,885,000 5.000 2.130* 090888GT9 2035 5,125,000 4.000 2.430* 090888GU6 2036 5,330,000 4.000 2.470* 090888GV4 2037 5,545,000 4.000 2.510* 090888GW2 2038 5,765,000 4.000 2.540* 090888GX0 2039 6,000,000 4.000 2.560* 090888GY8 2040 6,235,000 4.000 2.600* 090888GZ5 * Calculated to July 1, 2030 first optional redemption date. (1) CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by the CUSIP Service Bureau, operated by Standard & Poor’s, a division 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 Bureau. CUSIP numbers have been assigned by an independent company not affiliated with the Authority and are included solely for the convenience of the registered owners of the Series 2020 Bonds. The Authority and the Underwriter are not responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness by the Authority on the Series 2020 Bonds or by the Underwriter on the Series 2020 Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2020 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part 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 of the Series 2020 Bonds. BIRMINGHAM AIRPORT AUTHORITY Members David Germany, Chairman Bobbie Knight, Vice-Chairman Chris Johnson Robert Earl Kelly Edgar Marx, Jr. Bill Smith Darlene Wilson Randall Woodfin, Mayor, Ex Officio Member Airport Management Ronald F. Mathieu, C.M. President and CEO Jim Payne, C.M., A.C.E. Chief Operating Officer Korey Campbell Chief Financial Officer Marcelo Lima, A.A.E. Vice President of Planning and Development Cameron Thompson, A.C.E. Vice President of Operations Mike Thompson, C.M. Vice President of Facilities TJ Williams Vice President of Air Service Development Cathryn Smith Executive Assistant/Board Administrator Candace O’Neil Public Relations and Marketing Manager Municipal Advisor Porter, White & Company, Inc. Birmingham, Alabama Co-Bond Counsel Co-Bond Counsel Bradley Arant Boult Cummings LLP Ken Simon Law Birmingham, Alabama Birmingham, Alabama Co-Authority Counsel Co-Authority Counsel Maynard Cooper & Gale, P.C. Kelvin W. Howard, LLC Birmingham, Alabama Birmingham, Alabama The information contained in this Official Statement has been obtained from the Authority and other sources deemed to be reliable, but no representation or guarantee is made by the Underwriters as to the accuracy or completeness of such information, and nothing contained in this Official Statement is or shall be construed or relied upon as a guarantee, promise or representation by the Underwriters. This Official Statement is submitted in connection with the sale of the Series 2020 Bonds described herein and may not be reproduced or used, in whole or in part, for any other purpose.
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