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Nashville airport deal launches $3 billion capital program

NOTICE OF POTENTIAL BOND ISSUANCE
METROPOLITAN NASHVILLE AIRPORT AUTHORITY
October 17, 2019

The Metropolitan Nashville Airport Authority (the "Authority") is proposing to issue one or more series of not to exceed $1,000,000,000* in aggregate principal amount of its Subordinate Airport Revenue Bonds (collectively, the "Series 2019 Subordinate Bonds").

If and when issued, the Series 2019 Subordinate Bonds will be the first series of Subordinate Bonds issued under and pursuant to Resolution No. 2019-15 adopted by the Board of Commissioners of the Authority (the "Board") on October 16, 2019 (the "Master Subordinate Resolution"), as amended and supplemented from time to time, and particularly as supplemented by that certain First Supplemental Resolution, authorizing the issuance of the Series 2019 Subordinate Bonds, adopted by the Board on October 16, 2019 (the "First Supplemental Resolution," and together with the Master Subordinate Resolution, the "Subordinate Bond Resolution"). Unless otherwise defined herein, capitalized terms used in this Notice shall have the meanings set forth in the Subordinate Bond Resolution.

If and when issued, the Series 2019 Subordinate Bonds will provide funds to, among other things: (a) pay all or a portion of the costs of certain elements of the Authority's capital improvement program at Nashville International Airport (the "Airport"); (b) refinance certain short-term obligations; (c) fund capitalized interest on the Series 2019 Subordinate Bonds; (d) fund a deposit to the Subordinate Bond Reserve Fund to meet the Subordinate Bond Reserve Fund Requirement; and (e) pay certain costs of issuance related to the Series 2019 Subordinate Bonds.

The Series 2019 Subordinate Bonds are currently expected to price during the week of December 2, 2019* through a syndicate led by BofA Securities, Inc., as lead underwriter, and FTN Financial Capital Markets, J.P. Morgan Securities LLC, Raymond James & Associates, Inc., Samuel A. Ramirez & Co., Inc., Siebert Cisneros Shank & Co., L.L.C., and UBS Financial Services, Inc. The size, timing, and structure of the potential transaction are subject to market conditions. The Authority reserves the right to change the timing and size of the sale or not issue any or certain of the Series 2019 Subordinate Bonds.

The Series 2019 Subordinate Bonds, if and when issued, will be special limited obligations of the Authority equally and ratably secured by a pledge of and lien on the Net Revenues, subject and subordinate to the pledge of and lien on the Net Revenues created in the Senior Bond Resolution for the payment and security of the Senior Bonds, including the Outstanding Senior Bonds and any other Additional Senior Bonds and are senior to the payment obligations of the Authority under the Note Purchase Agreement as to the pledge of and lien on the Net Revenues.

This Notice does not constitute an offer to sell or the solicitation of an offer to buy any Series 2019 Subordinate Bonds nor will there be any sale of Series 2019 Subordinate Bonds by any person in any jurisdiction in which it is unlawful for such person to make an offer, solicitation, or sale. Any such offer or solicitation will only be made pursuant to an official statement that prospective investors should review in its entirety before making any investment decision. No investment decision should be made in reliance upon the information contained in the Notice.

The publication of this Notice does not constitute or imply any representation (a) that the foregoing is material to investors, (b) regarding any other financial, operating or other information about the Authority, the Airport System, which includes the Airport, or the Authority's outstanding bonds or (c) that no other circumstances or events have occurred or that no other information exists concerning the Authority, the Series 2019 Subordinate Bonds, the Airport System, which includes the Airport, the proposed structure of the financing, or the Authority's outstanding bonds which may have a bearing on the financial condition of the Authority, the security for the Series 2019 Subordinate Bonds or the Authority's outstanding bonds, or an investor's decision to buy, sell or hold the Series 2019 Subordinate Bonds or any other bonds of the Authority.
By making this voluntary filing, the Authority does not undertake to make any additional filings not otherwise required by its undertakings in connection with Rule 15c2-12 promulgated by the Securities and Exchange Commission. The Authority disclaims any obligation to update this filing.

* Preliminary; subject to change.