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City of Cleveland, Ohio $67,395,000* Subordinate Lien Income Tax Improvement and Refunding Bonds, Series 2017A

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City of Cleveland, Ohio $67,395,000* Subordinate Lien Income Tax Improvement and Refunding Bonds, Series 2017A PRELIMINARY OFFICIAL STATEMENT DATED MAY 24, 2017 NEW ISSUE BOOK-ENTRY ONLY Ratings S&P AA+ Moody’s A1 (See “Ratings”) In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the Series 2017A Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, interest on the Series 2017A Bonds is included in the calculation of a corporation’s adjusted current earnings for purposes of, and thus may be subject to, the corporate alternative minimum tax, and (ii) interest on, and any profit made on the sale, exchange or other disposition of, the Series 2017A Bonds are exempt from all Ohio state and local taxation, except the estate tax, the domestic insurance company tax, the dealers in intangibles tax, the tax levied on the basis of the total equity capital of financial institutions, and the net worth base of the corporate franchise tax. Interest on the Series 2017A Bonds may be subject to certain federal taxes imposed only on certain corporations, including the corporate alternative minimum tax as a result of the inclusion of that interest in the calculation of a corporation’s adjusted current earnings for purposes of the corporate alternative minimum tax. For a more complete discussion of the tax aspects, see “TAX MATTERS” herein. CITY OF CLEVELAND, OHIO $67,395,000* Subordinate Lien Income Tax Improvement and Refunding Bonds, Series 2017A Consisting of $15,940,000* $27,385,000* $21,080,000* Subordinate Lien Income Tax Subordinate Lien Income Tax Subordinate Lien Income Tax Improvement and Refunding Bonds, Improvement and Refunding Bonds, Improvement and Refunding Bonds, Series 2017A-1 Series 2017A-2 Series 2017A-3 (Parks and Recreation (Public Facilities Improvements) (Bridges and Roadways Improvements) Facilities Improvements) $2,540,000* $450,000* Subordinate Lien Income Tax Subordinate Lien Income Tax Refunding Bonds, Series 2017A-4 Refunding Bonds, Series 2017A-5 (Revitalization Improvements) (Cemeteries Improvements) Dated: Date of Delivery Due: October 1, as shown on the inside front cover page The Series 2017A Bonds (defined herein) are special obligations of the City of Cleveland, Ohio (the “City”) issued under and secured by the provisions of the Indenture (defined herein), between the City and U.S. Bank National Association, as trustee (the “Trustee”), to provide funds to (i) pay costs of various municipal improvements, (ii) advance refund the Refunded Bonds (defined herein) and (iii) pay the costs of issuance of each series of the Series 2017A Bonds and the costs of refunding the Refunded Bonds. See “The Series 2017A Bonds – Authorization and Purpose.” The Series 2017A Bonds are payable solely from and secured under the Indenture by a pledge of and lien on the Revenues (defined herein), being generally the City’s municipal income tax revenues, to the extent those revenues are not needed to pay debt service charges on the City’s unvoted general obligation debt, all as more fully described herein. See “Security and Sources of Payment.” The Series 2017A Bonds are being issued on a parity with the Outstanding Bonds, as defined herein, and any additional series of Bonds that may be issued in the future under the Trust Indenture (defined herein). See “SECURITY AND SOURCES OF PAYMENT – Other Outstanding Indebtedness.” [Certain of the Series 2017A Bonds are subject to redemption prior to maturity, as described herein. See “THE SERIES 2017A BONDS – Redemption.”] The Series 2017A Bonds will be initially issued as fully registered bonds under a book-entry system, and will be registered initially in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”). Purchases of book-entry interests in the Series 2017A Bonds will be made in denominations of $5,000 and any whole multiple thereof. Owners of book-entry interests will not receive physical delivery of bond certificates. The Series 2017A Bonds in certificated form as such will not be transferable or exchangeable, except for transfer to another nominee of DTC or as otherwise described in this Official Statement. DTC, or its nominee, will receive all payments with respect to the Series 2017A Bonds from the Trustee. DTC is required by its rules and procedures to remit such payments to participants in DTC for subsequent disbursement to the owners of book-entry interests. See “APPENDIX C – BOOK-ENTRY ONLY SYSTEM.” Principal and interest will be payable to the registered owner (DTC), principal upon presentation and surrender at the designated corporate trust office of U.S. Bank National Association, Cleveland, Ohio (the “Bond Registrar”) and interest transmitted by the Bond Registrar on each Interest Payment Date (April 1 and October 1 of each year, beginning October 1, 2017) to the registered owner as shown on the Register at the close of business on the last day of the calendar month preceding that Interest Payment Date. The Series 2017A Bonds are special obligations of the City and do not represent or constitute general obligation debt of the City or a pledge of the full faith and credit of the City. Debt Service on the Series 2017A Bonds is payable solely from the Revenues and the Pledged Funds as provided in the Indenture. Holders of the Series 2017A Bonds do not have the right to have excises or taxes, other than the City income tax levied, by the City, the State of Ohio or the taxing authority of any other political subdivision thereof for the payment of Debt Service on the Series 2017A Bonds. The Series 2017A Bonds are offered when, as and if issued by the City and accepted by the Underwriters, subject to the opinions on certain legal matters relating to their issuance by Squire Patton Boggs (US) LLP, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the City by Barbara A. Langhenry, its Director of Law. Certain legal matters will be passed upon for the Underwriters by their counsel, Wilkerson & Associates Co, LPA. It is expected that delivery of the Series 2017A Bonds will be made on or about June __, 2017. US BANCORP Academy Securities Raymond James Siebert Cisneros Shank & Co., L.L.C. William Blair The date of this Official Statement is ____________, 2017, and the information speaks only as of that date. This Preliminary Official Statement and information contained herein are subject to change, completion or amendment without notice. These securities may not be sold nor may offers to buy be accepted prior to the time this Preliminary to Official offers not be sold nor may These securities may This Preliminary completion or amendment without notice. contained herein are subject to change, Official Statement and information any sale of these securitiesany jurisdiction nor shall there be in in which such buy, to any offer Under no circumstances shall this Preliminary to sell or the solicitation of Official Statement constitute an offer form. in final Statement is delivered such jurisdiction. prior of any or qualification under the securities to registration be unlawful laws solicitation or sale would offer, * Preliminary, subject to change. MATURITY SCHEDULE City of Cleveland, Ohio $67,395,000* Subordinate Lien Income Tax Improvement and Refunding Bonds, Series 2017A Consisting of Dated: Date of Delivery Due: October 1, as shown below $15,940,000* Subordinate Lien Income Tax Improvement and Refunding Bonds, Series 2017A-1 (Public Facilities Improvements) Principal Interest CUSIP+ Maturity Amount Rate Yield Price No. $_____________ ____% TERM BOND DUE OCTOBER 1, 20__ YIELD ____% PRICE _____ CUSIP NO. _____ $27,385,000* Subordinate Lien Income Tax Improvement and Refunding Bonds, Series 2017A-2 (Bridges and Roadways Improvements) Principal Interest CUSIP+ Maturity Amount Rate Yield Price No. $_____________ ____% TERM BOND DUE OCTOBER 1, 20__ YIELD ____% PRICE _____ CUSIP NO. _____ $21,080,000* Subordinate Lien Income Tax Improvement and Refunding Bonds, Series 2017A-3 (Parks and Recreation Facilities Improvements) Principal Interest CUSIP+ Maturity Amount Rate Yield Price No. $_____________ ____% TERM BOND DUE OCTOBER 1, 20__ YIELD ____% PRICE _____ CUSIP NO. _____ + Copyright American Bankers Association. CUSIP numbers have been assigned by an independent company not affiliated with the City and are included solely for the convenience of the holders of the Series 2017A Bonds. The City is not responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Series 2017A Bonds or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2017A 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 Series 2017A Bonds. *Preliminary, subject to change. $2,540,000* Subordinate Lien Income Tax Refunding Bonds, Series 2017A-4 (Revitalization Improvements) Principal Interest CUSIP+ Maturity Amount Rate Yield Price No. $_____________ ____% TERM BOND DUE OCTOBER 1, 20__ YIELD ____% PRICE _____ CUSIP NO. _____ $450,000* Subordinate Lien Income Tax Refunding Bonds, Series 2017A-5 (Cemeteries Improvements) Principal Interest CUSIP+ Maturity Amount Rate Yield Price No. $_____________ ____% TERM BOND DUE OCTOBER 1, 20__ YIELD ____% PRICE _____ CUSIP NO. _____ + Copyright American Bankers Association. CUSIP numbers have been assigned by an independent company not affiliated with the City and are included solely for the convenience of the holders of the Series 2017A Bonds.
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