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California Infrastructure and Economic Development Bank

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California Infrastructure and Economic Development Bank PRELIMINARY OFFICIAL STATEMENT DATED JULY 9, 2018 NEW ISSUE — BOOK-ENTRY ONLY RATING: Moody’s: A2 In the opinion of Hawkins Delafield & Wood LLP, Bond Counsel to the Infrastructure Bank, under existing statutes and court decisions and assuming continuing compliance with certain tax covenants described herein, (i) interest on the 2018 Bonds 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”), and (ii) interest on the 2018 Bonds is not treated as a preference item in calculating the alternative minimum tax under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed for taxable years beginning prior to January 1, 2018. In addition, in the opinion of Bond Counsel to the Infrastructure Bank, under existing statutes, interest on the 2018 Bonds is exempt from State of California personal income taxes. See “TAX MATTERS” herein. $281,450,000* CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK REVENUE BONDS (CALIFORNIA ACADEMY OF SCIENCES, SAN FRANCISCO, CALIFORNIA) (INDEX MODE) $70,370,000* $70,360,000* $70,360,000* $70,360,000* SERIES 2018A SERIES 2018B SERIES 2018C SERIES 2018D Dated: Date of Delivery Due: As shown on the inside front cover The California Infrastructure and Economic Development Bank (the “Infrastructure Bank”) will issue its Revenue Bonds (California Academy of Sciences, San Francisco, California) (Index Mode), Series 2018A (the “2018A Bonds”), Series 2018B (the “2018B Bonds”), Series 2018C (the “2018C Bonds”) and Series 2018D (the “Series 2018D Bonds” and, together with the 2018A Bonds, the 2018B Bonds and the 2018C Bonds, the “2018 Bonds” and each, a “Series” of the 2018 Bonds) pursuant to the Act (as defined herein) and the Indenture, dated as of August 1, 2018 (the “Indenture”), by and between the Infrastructure Bank and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Infrastructure Bank will loan the proceeds of the 2018 Bonds to California Academy of Sciences, a nonprofit public benefit corporation organized and existing under the laws of the State of California (the “Academy”) pursuant to the Loan Agreement, dated as of August 1, 2018 (the “Loan Agreement”), by and between the Infrastructure Bank and the Academy. The 2018 Bonds will be paid solely from Revenues, which consist primarily of amounts received from the Academy pursuant to the Loan Agreement. The Academy plans to use the proceeds of the 2018 Bonds, together with other legally available funds of the Academy, to refund the Refunded Bonds (as defined herein) and to pay costs of issuance with respect to the 2018 Bonds. See “ESTIMATED SOURCES AND USES OF FUNDS” and “PLAN OF REFUNDING” herein. Each Series of the 2018 Bonds will be issued in an Index Mode with an Initial Index Mode Rate Period scheduled to end on July 31, 2021, which is the day prior to the Scheduled Mandatory Tender Date. During the Initial Index Mode Rate Period, each Series of the 2018 Bonds will accrue interest at the Index Mode Interest Rate, which is a per annum rate equal to 70% of the LIBOR Index (the “Index Mode Applicable Percentage”) plus an index mode spread (the “Index Mode Spread”); provided that the interest rate on the 2018 Bonds will not exceed the Maximum Bond Interest Rate. The Index Rate and the Index Mode Spread for each Series of the 2018 Bonds in the Initial Index Mode Rate Period are set forth after the inside cover page. While in the Index Mode, interest on each Series of the 2018 Bonds will generally be payable on the first Business Day of every calendar month, commencing on September 4, 2018. The 2018 Bonds will be delivered in denominations of $100,000 or any integral multiple of $5,000 in excess thereof. See “THE 2018 BONDS – Interest Rates and Interest Payment Dates.” The 2018 Bonds are subject to mandatory tender for purchase on August 1, 2021 (the “Scheduled Mandatory Tender Date”) and, at the election of the Academy, on any Business Date from and after February 1, 2021 (the “Index Mode Call Date”), as described herein. The 2018 Bonds are also subject to redemption prior to maturity, as described herein. See “THE 2018 BONDS – Redemption” and “– Mandatory Tender for Purchase.” During the Initial Index Mode Rate Period, the 2018 Bonds are not subject to optional tender for purchase by the Holders thereof. Pursuant to the Loan Agreement, the Academy is obligated to take all commercially reasonable actions to support the remarketing of the 2018 Bonds of any Series bearing interest in an Index Mode in connection with any applicable Scheduled Mandatory Tender Date. The obligation of the Academy to pay the Tender Price of the 2018 Bonds on the Scheduled Mandatory Tender Date is not conditioned on a successful remarketing of the 2018 Bonds, and the failure to pay the Tender Price of the 2018 Bonds on the Scheduled Mandatory Tender Date constitutes an Event of Default under the Indenture. The Infrastructure Bank will issue the 2018 Bonds in book-entry form only, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), the securities depository for the 2018 Bonds. Purchasers of the 2018 Bonds will not receive physical certificates representing their ownership interests in the 2018 Bonds. See APPENDIX F – “BOOK-ENTRY ONLY SYSTEM.” This Official Statement describes the 2018 Bonds only in the Initial Index Mode Rate Period. There are significant differences with respect to the terms of the 2018 Bonds while in a Mode other than the Index Mode or during a subsequent Index Mode Rate Period. Investors should not rely upon the information in this Official Statement if any Series of the 2018 Bonds are converted to a Mode other than the Index Mode or during a subsequent Index Mode Rate Period. Capitalized terms used on this page without definition are defined elsewhere in this Official Statement. The Academy’s obligation under the Loan Agreement to make Loan Payments, which will be used to pay the principal of and interest on the 2018 Bonds, constitutes an unsecured general obligation of the Academy. The Academy has other indebtedness outstanding and may in the future incur additional indebtedness. The Academy does not plan to provide any third-party credit or liquidity facility to any of the 2018 Bonds. See “SECURITY FOR THE 2018 BONDS.” THE 2018 BONDS ARE LIMITED OBLIGATIONS OF THE INFRASTRUCTURE BANK AND ARE NOT A LIEN OR CHARGE UPON THE FUNDS OR PROPERTY OF THE INFRASTRUCTURE BANK, EXCEPT TO THE EXTENT OF THE PLEDGE AND THE ASSIGNMENT PROVIDED FOR IN THE INDENTURE. NEITHER THE STATE OF CALIFORNIA NOR THE INFRASTRUCTURE BANK SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF THE 2018 BONDS, PREMIUM, IF ANY, OR THE INTEREST THEREON, EXCEPT FROM REVENUES RECEIVED BY THE INFRASTRUCTURE BANK AND THE OTHER FUNDS PROVIDED THEREFOR PURSUANT TO THE INDENTURE. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF CALIFORNIA IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON, THE 2018 BONDS. THE 2018 BONDS WILL NOT CONSTITUTE A DEBT OR LIABILITY OF THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE LIMITED OBLIGATION OF THE INFRASTRUCTURE BANK, PAYABLE SOLELY FROM REVENUES AND THE OTHER FUNDS PROVIDED THEREFOR PURSUANT TO THE INDENTURE. NEITHER THE STATE OF CALIFORNIA NOR ANY POLITICAL SUBDIVISION THEREOF WILL IN ANY MANNER BE OBLIGATED TO MAKE ANY APPROPRIATION FOR SUCH PAYMENTS. THE INFRASTRUCTURE BANK HAS NO TAXING POWERS. This cover page contains certain information for quick reference only. It is not intended to be a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The 2018 Bonds are offered by the Underwriters, when, as and if issued by the Infrastructure Bank and accepted by the Underwriters, subject to the prior sale or withdrawal or modification of the offer without notice, and subject to the approval of the validity of the 2018 Bonds and certain other legal matters by Hawkins Delafield & Wood LLP, Bond Counsel to the Infrastructure Bank, and subject to other conditions. Certain tax and other legal matters will be passed upon by Bond Counsel to the Infrastructure Bank. Certain legal matters will be passed upon for the Infrastructure Bank by its General Counsel, for the Academy by its special counsel, Kutak Rock LLP, and for the Underwriters by their counsel Orrick, Herrington & Sutcliffe LLP. It is expected that the 2018 Bonds will be available for delivery through the facilities of DTC in New York, New York on or about __________, 2018. Wells Fargo Securities as Underwriter and Remarketing Agent for the 2018 Bonds J.P. Morgan as Underwriter for the 2018 Bonds Dated: __________, 2018 This Preliminary Official Statement and the information contained herein are subject to completion or amendment without notice. Under no circumstances shall this Preliminary to sell or the solicitation of Official Statement constitute an offer This Preliminary contained herein are subject to completion or amendment without notice. Official Statement and the information prior of such jurisdiction. or qualification under the securities to registration be unlawful laws solicitation, or sale would jurisdiction sale of these securities, in any in which such offer, nor shall there be any to buy, an offer * Preliminary, subject to change. Photo:
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