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City of Chicago $200,000,000*

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City of Chicago $200,000,000* PRELIMINARY REOFFERING CIRCULAR DATED MAY 20, 2015 REOFFERING RATINGS: See “RATINGS” herein. BOOK-ENTRY ONLY On November 8, 2007, Katten Muchin Rosenman LLP and the Charity & Associates, P.C., Co-Bond Counsel (“Initial Co-Bond Counsel”), issued their opinions which stated: (i) under law existing on the date of issuance of such opinions, if there is continuing compliance with the requirements of the Internal Revenue Code of 1986, as amended, interest on the Series 2007EFG Bonds will not be includable in gross income for federal income tax purposes; (ii) the Series 2007EFG Bonds are not “private activity bonds” and the interest thereon is not required to be included as an item of tax preference for purposes of computing “alternative minimum taxable income; (iii) interest on the Series 2007EFG Bonds is includable in corporate earnings and profits and therefore must be taken into account when computing corporate alternative minimum taxable income for purposes of the corporate alternative minimum tax; and (iv) interest on the Series 2007EFG Bonds is not exempt from Illinois income taxes. The opinions of Initial Co-Bond Counsel continue to apply to the converted Bonds to the extent described under “TAX MATTERS” herein. Katten Muchin Rosenman LLP, Chicago, Illinois and Burke Burns & Pinelli, Ltd., Chicago, Illinois, Co-Bond Counsel (“2015 Co-Bond Counsel”), are expected to issue their opinions that the Series 2007EFG Fixed Rate Conversion (as defined and described herein) will not adversely affect the exclusion from gross income for federal income tax purposes to which interest on the Bonds would otherwise be entitled. See “TAX MATTERS.” $200,000,000* CITY OF CHICAGO $100,000,000* $80,000,000* $20,000,000* General Obligation Bonds General Obligation Bonds General Obligation Bonds Refunding Series 2007E Refunding Series 2007F Refunding Series 2007G Original Issuance Date: November 8, 2007 Due: January 1, as shown on Series 2007EFG Fixed Rate Conversion Date: June 8, 2015* the inside front cover page The City of Chicago (the “City”) is reoffering all or a substantial portion of its outstanding General Obligation Variable Rate Demand Bonds, Refunding Series 2007E (the “Series 2007E Bonds”), General Obligation Variable Rate Demand Bonds, Refunding Series 2007F (the “Series 2007F Bonds”) and General Obligation Variable Rate Demand Bonds, Refunding Series 2007G (the “Series 2007G Bonds” and, together with the Series 2007E Bonds and the Series 2007F Bonds, the ‘Series 2007EFG Bonds”) as fixed rate bonds, as more fully described herein. See “PLAN OF FINANCING.” Each Series of the Series 2007EFG Bonds was originally issued as variable rate demand bonds pursuant to a separate Trust Indenture dated as of November 1, 2007, between the City and Deutsche Bank National Trust Company, as predecessor to U.S. Bank National Association, as trustee (the “Trustee”). The Series 2007E Bonds converted to fixed rate bonds will be designated General Obligation Bonds, Refunding Series 2007E. The Series 2007F Bonds converted to fixed rate bonds will be designated General Obligation Bonds, Refunding Series 2007F. The Series 2007G Bonds converted to fixed rate bonds will be designated General Obligation Bonds, Refunding Series 2007G. Each Series of the Series 2007EFG Bonds so converted will be subject to the terms and conditions of a separate Third Amended and Restated Trust Indenture dated June 8, 2015*, between the City and the Trustee (each an “Indenture” and collectively, the “Indentures”). The Series 2007EFG Bonds converted to fixed rate bonds are referred to herein as the “Bonds.” Proceeds from the sale of each Series of the Bonds will be used to pay the purchase price of the corresponding Series of the Series 2007EFG Bonds mandatorily tendered on the date the Series 2007EFG Bonds are converted to fixed interest rates (the “Series 2007EFG Fixed Rate Conversion Date”) and, if the Bonds of a Series are sold at a net premium, costs of reoffering that Series of the Bonds. For information on the original use of proceeds of the Series 2007EFG Bonds, see “PLAN OF FINANCING—Original Use of Proceeds” herein. The Bonds will be fully registered bonds registered in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Bonds. Purchasers of the Bonds will not receive certificates representing their interests in the Bonds. Ownership by the beneficial owners of the Bonds will be evidenced by book-entry only. The Bonds are being reoffered only as fully registered bonds in denominations of $5,000 or any integral multiple thereof. The Bonds will be dated as of the Series 2007EFG Fixed Rate Conversion Date and mature in the principal amounts and on the dates set forth on the inside front cover of this Reoffering Circular. Interest on the Bonds will accrue from the Series 2007EFG Fixed Rate Conversion Date and be payable on each January 1 and July 1, commencing July 1, 2015. Principal of and interest on the Bonds will be paid by the Trustee to DTC, which in turn will remit such principal and interest payments to its participants for subsequent disbursement to the beneficial owners of the Bonds. As long as Cede & Co. is the registered owner as nominee of DTC, payments on the Bonds will be made to such registered owner, and disbursal of such payments will be the responsibility of DTC and its participants. See “THE BONDS—Book-Entry System.” The Bonds will be subject to redemption prior to maturity as described herein. See “THE BONDS—Redemption.” For maturities, principal amounts, interest rates, yields, prices and CUSIP numbers of the Bonds, see the inside front cover. The Bonds will be direct and general obligations of the City and all taxable property in the City is subject to the levy of ad valorem property taxes to pay the Bonds and the interest thereon without limitation as to rate or amount. The City has pledged its full faith and credit for the payment of the principal of and interest on the Bonds. See “SECURITY FOR THE BONDS” herein. Prospective investors should read this Reoffering Circular in its entirety prior to making an investment decision to purchase the Bonds. The Bonds are expected to be delivered on June 8, 2015*, subject to withdrawal or modification of sale without notice and issuance of certain opinions by Katten Muchin Rosenman LLP, Chicago, Illinois, and Burke Burns & Pinelli, Ltd., Chicago, Illinois, 2015 Co-Bond Counsel, and certain other conditions. Certain legal matters will be passed on for the City by (i) its Corporation Counsel, (ii) in connection with the preparation of this Reoffering Circular, Pugh, Jones & Johnson, P.C., Chicago, Illinois, and Cotillas and Associates, Chicago, Illinois, Co-Disclosure Counsel to the City, and (iii) in connection with certain pension matters described in this Reoffering Circular, Chapman and Cutler LLP, Chicago, Illinois, Special Disclosure Counsel. Certain legal matters will be passed on for the Underwriters by Ice Miller LLP, Chicago, Illinois. BofA Merrill Lynch Citigroup Ramirez & Co., Inc. Siebert Brandford Shank & Co., L.L.C. Cabrera Capital Markets, LLC CastleOak Securities, L.P. Estrada Hinojosa & Company, Inc. Goldman Sachs & Co. Jefferies J.P. Morgan Mesirow Financial, Inc. The Williams Capital Group, L.P. Dated: ________ __, 2015 This Preliminary Reoffering Circular and the information contained herein are subject to completion, amendment, or other change without notice. Under no circumstances shall this Preliminary Reoffering Circular constitute an offer to sell, nor sell, to Preliminarythis shall circumstances Under no offer an constitute Circular Reoffering notice. without change other or This Preliminarycompletion,amendment, to subject are herein contained information the and Circular Reoffering This Preliminary Circular is in a Reoffering jurisdiction. prior of any or qualification under the securities to registration be unlawful laws solicitation or sale would sale of these securities jurisdictionshall there be any in any in which such offer, Circular. completion and amendment in a final Reoffering for the purposesbut is subject to revision, deemed final as of this date of SEC Rule 15c2-12(b)(1), form * Preliminary; subject to change MATURITIES, AMOUNTS, INTEREST RATES, YIELDS, PRICES AND CUSIP NUMBERS City of Chicago General Obligation Bonds, Refunding Series 2007E $____________ Serial Bonds Maturity Principal (January 1) Amount Interest Rate Yield Price CUSIP* $____________ ___% Term Bonds due January 1, 20__, Price __________% CUSIP: ______________ General Obligation Bonds, Refunding Series 2007F $____________ Serial Bonds Maturity Principal (January 1) Amount Interest Rate Yield Price CUSIP $____________ ___% Term Bonds due January 1, 20__, Price __________% CUSIP: ______________ General Obligation Bonds, Refunding Series 2007G $____________ Serial Bonds Maturity Principal (January 1) Amount Interest Rate Yield Price CUSIP $____________ ___% Term Bonds due January 1, 20__, Price __________% CUSIP: ______________ * Copyright 2015, American Bankers Association. CUSIP data herein are provided by Standard & Poor’s, CUSIP Service Bureau, a Division of The McGraw-Hill Companies, Inc. The CUSIP numbers listed are being provided solely for the convenience of the bondholders only at the time of sale of the Bonds and the City does not make any representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specific maturity is subject to change after the sale of the 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 of the Bonds. CITY OF CHICAGO MAYOR Rahm Emanuel CITY TREASURER Kurt A. Summers, Jr. CITY CLERK Susana A. Mendoza CITY COUNCIL COMMITTEE ON FINANCE Edward M.
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