City of Phoenix Civic Improvement Corporation Junior Lien Airport Junior Lien Airport Junior Lien Airport Revenue Bonds, Revenue Refunding Bonds, Revenue Bonds, Series 2019B (AMT) Taxable Series 2019C Series 2019A (Non-AMT) $400,295,000* $29,975,000* $337,000,000* Investor Presentation October 2019 * Preliminary, Subject to Change.
Disclaimer This electronic Investor Presentation that you are about to view is provided as of October 23, 2019 for a proposed offering by the City of Phoenix Civic Improvement Corporation (the “Issuer”) of $337,000,000* Junior Lien Airport Revenue Bonds, Series 2019A (Non-AMT), $400,295,000* Junior Lien Airport Revenue Bonds, Series 2019B (AMT), $29,975,000* Junior Lien Airport Revenue Refunding Bonds, Series 2019C (Taxable) together the “Bonds . ” Market prices, financial data, and other information provided herein are not warranted as to completeness or accuracy and are subject to change without notice. If you are viewing this presentation after October 23, 2019, there may have been subsequent events that could have a material adverse effect on the financial information that is presented herein. Neither the City of Phoenix Civic Improvement Corporation nor Citigroup Global Markets, Inc, Mesirow Financial, Inc, Siebert Cisneros Shank & Co, Cabrera Capital Markets, RBC Capital Markets (the “underwriters”) Underwriters have undertaken any obligation to update this electronic presentation. This Investor Presentation is provided for your information and convenience only. By accessing this presentation, you agree not to duplicate, copy, download, screen capture, electronically store or record this Investor Presentation, or to produce, publish or distribute this Investor Presentation in any form whatsoever. This Investor Presentation does not constitute an offer to sell or the solicitation of an offer to buy any security or other financial instrument, including the Bonds, or to adopt any investment strategy. Any offer or solicitation with respect to the Bonds will be made solely by means of the Preliminary Official Statement or Official Statement, which describe the actual terms of such Bonds. Neither the Issuer nor the Underwriters make any representations as to the legal, tax, credit or accounting treatment of any transactions mentioned herein, or any other effects such transactions may have on you and your affiliates or any other parties to such transactions and their respective affiliates. In no event shall the Underwriters or the Issuer be liable for any use by any party of, for any decision made or action taken by any party in reliance upon, or for any inaccuracies or errors in, or omissions from, the information contained herein and such information may not be relied upon by you in evaluating the merits of participating in any transaction mentioned herein. Nothing in these materials constitutes a commitment by the Issuer or the Underwriters or any of their affiliates to enter into any transaction. No assurance can be given that any transaction mentioned herein could in fact be executed. Information pertaining to LeighFisher in this document, including forecasts, are based on the Report of the Airport Consultant (“Report”), which is included in Appendix A of the POS. As noted in the Report and the POS, the forecasts were prepared using information from the sources indicated, and assumptions listed, and as provided in the accompanying text. Inevitably, some of the assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances could occur. Therefore, there are likely to be differences between the forecasts and actual results, and those differences may be material. The Report of the Airport Consultant and POS should be read in entirety for an understanding of the forecasts and the underlying assumptions. Neither LeighFisher nor any person acting on our behalf makes any warranty, expressed or implied, with respect to the information, assumptions, forecasts, opinions, or conclusions disclosed in our Report. Any investment decision regarding the Bonds should only be made after a careful review of the complete Preliminary Official Statement. You will be responsible for consulting with your own advisors and making your own independent investigation and appraisal of the risks, benefits, appropriateness and suitability of the proposed transaction and any other transactions contemplated by this presentation and neither the Issuer nor the Underwriters are making any recommendation (personal or otherwise) or giving any investment advice and will have no liability with respect thereto. Transactions involving the Bonds may not be suitable for all investors. You should consult with your own advisors as to the suitability of the Bonds for your particular circumstances. Past performance is not indicative of future returns, which will vary. This Investor Presentation may contain “forward‐looking” statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results may differ materially from those expressed or implied by such forward‐looking statements. We caution you not to place undue reliance on these statements. All statements other than the statements of historical fact could be deemed forward‐looking . All opinions, estimates, projections, forecasts and valuations are preliminary, indicative and are subject to change without notice. Prospective investors should contact their salesperson at, and execute transactions through, an underwriter for the Bonds who is qualified in their home jurisdiction unless governing law permits otherwise. 2 *Preliminary, subject to change
Series 2019 Financing Summary $337,000,000* Junior Lien Airport Revenue Bonds, Series 2019A (Non-AMT) Series $400,295,000* Junior Lien Airport Revenue Bonds, Series 2019B (AMT) $29,975,000* Junior Lien Airport Revenue Refunding Bonds, Taxable Series 2019C Series 2019A: To prepay the 2019 Loan, finance additional improvements to the Airport, pay costs of issuance related to the Series 2019A Bonds and to make a deposit to the Junior Lien Parity Reserve Fund. Projects funded by 2019A are PHX SkyTrain Stage 2 and Police Hanger at Phoenix Deer Valley Airport Purpose Series 2019B: To finance additional improvements to the Airport including interest with respect to a portion of the Series 2019B Junior Bonds, pay costs of issuance related to the Series 2019B Bonds and to make a deposit to the Junior Lien Parity Reserve Fund. Projects funded by 2019B are Terminal 3 & 4 improvements Series 2019C: To refund the Series 2010C Bonds and pay costs of issuance related to the Series 2019C Bonds 2019A: July 1, 2041 – July 1, 2049 Amortization* 2019B: July 1, 2020 – July 1, 2049 2019C: July 1, 2023 – July 1, 2025 Tax Status Series 2019A: Tax-Exempt (Non-AMT); Series 2019B: Tax-Exempt (AMT); Series 2019C: Taxable Optional Series 2019A & 2019B: 10 year Par Call; 2019C: Make Whole Call Redemption* The 2019 Junior Bonds are special revenue obligations of the Corporation payable solely from payments received Security under the City Purchase Agreement. The Series 2019A Bonds are further secured by an irrevocable commitment of PFC Revenues up to 93% of debt service on the Bonds due on or before July 1, 2026 Pricing Date* November 6, 2019 Delivery Date* December 11, 2019 Confirmed Ratings Moody’s: A1; S&P: A+ Senior Manager Citigroup Co-Managers Cabrera Capital Markets, Mesirow Financial, Inc, RBC Capital Markets, Siebert Cisneros Shank & Co 3 • Please note that the City is also issuing approximately $313.205 million* Rental Car Facility Charge Revenue Bonds, scheduled to price on November 6, 2019* *Preliminary, subject to change
PHX’s Key Credit Characteristics Strengths Description Strong MSA Airport serves a strong and diversified MSA* No other large hub airport within a 5-hour driving distance Role of PHX PHX is important airport for two major carriers: American and Southwest PHX continues to benefit from a competitive airfare environment and growing O&D market FY 2019 O&D ratio increased to 69% PHX is the 14 th busiest U.S. airport for Originating Passengers Serves a large and growing service area CIP CIP Plan of Finance is demand-driven, affordable and modular Finances completion of Terminal and PHX Sky Train improvements Strong, Cohesive Experienced and cohesive Aviation and Finance management teams Management dedicated to continued strong financial performance 4 Source: Report of the Airport Consultant. City of Phoenix Aviation Department; U.S. DOT, Schedule T100; U.S. DOT, Air Passenger Origin-Destination Survey, reconciled to Schedule T100 *Phoenix-Mesa-Scottsdale Metropolitan Service Area
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