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SHELBY COUNTY COMMISSIONERS Van D THIS PRELIMINARY OFFICIAL STATEMENT IS DATED JANUARY 23, 2019 NEW ISSUE - BOOK-ENTRY ONLY RATINGS: See “RATINGS” herein. In the opinion of Bond Counsel, under existing laws, regulations, rulings, and judicial decisions and assuming the accuracy of certain representations and continuous compliance with certain covenants described herein, interest on the Series 2019 Bonds (defined below) is excludable from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date of delivery of the Series 2019 Bonds, and such interest is not a specific preference item for purposes of the federal alternative minimum tax. Bond Counsel is further of the opinion that, under existing law, the Series 2019 Bonds and the income therefrom shall be free from all state, county and municipal taxation in the State of Tennessee, except inheritance, transfer and estate taxes, and Tennessee franchise and excise taxes. For a more complete description, see “TAX MATTERS” herein. SHELBY COUNTY, TENNESSEE $170,865,000* $72,460,000* GENERAL OBLIGATION PUBLIC IMPROVEMENT GENERAL OBLIGATION REFUNDING BONDS, AND SCHOOL BONDS, 2019 SERIES A 2019 SERIES B Dated: Date of Delivery Due: As shown on the inside cover This Official Statement relates to the issuance by the County of Shelby, Tennessee (the “County”) of $170,865,000* in aggregate principal amount of General Obligation Public Improvement and School Bonds, 2019 Series A (the “Series 2019A Bonds”) and $72,460,000* in aggregate principal amount of General Obligation Refunding Bonds, 2019 Series B (the “Series 2019B Bonds”, and together with the Series 2019A Bonds the “Series 2019 Bonds”). The Series 2019 Bonds are being issued pursuant to, Tennessee Code Annotated 9-21-101 et seq., Tennessee Code Annotated 49-3-1005 et seq., (the “Act”), and those resolutions duly adopted by the Board of County Commissioners (as defined herein) on January 14, 2019 (collectively, the “Bond Resolution”). The proceeds of the Series 2019A Bonds will be used to: (a) finance various public works projects in the County and for school purposes; (b) pay the principal due on the County’s outstanding General Obligation Bond Anticipation Note, Series 2017 (the “Series 2017 Note”), and (c) pay the costs of issuance of the Series 2019A Bonds. The proceeds of the Series 2019B Bonds will be used to: (a) currently refund the County’s General Obligation Public Improvement and School Bonds, 2009 Series B (the “2009 Series B Bonds”) and General Obligation Public Improvement and School Bonds, 2009 Series C (Federally Taxable – Build America Bonds – Direct Payment) (the “2009 Series C Bonds” and together with the 2009 Series B Bonds, the “Refunded Bonds”) and (b) pay the costs of issuance of the Series 2019B Bonds. See “PlAN OF FINANCE” and “SOURCES AND USES OF FUNDS” herein. All capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Bond Resolution. The Series 2019 Bonds will be issued only in fully registered form, without coupons, in authorized denominations of $5,000 or any integral multiple thereof equal to the principal amounts shown on the inside cover page of this Official Statement and initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), which will act as securities depository for the Series 2019 Bonds. Purchases of beneficial ownership interests in the Series 2019 Bonds will be made in book-entry only form and purchasers will not receive physical delivery of certificates representing the beneficial ownership interests in the Series 2019 Bonds unless the book-entry only system is discontinued. See “Book-Entry Only System” herein. The Series 2019 Bonds will be dated their date of delivery, will mature on April 1 in each of the years and in the principal amounts as specified on the inside cover page of this Official Statement and will bear interest from their date payable semiannually on April 1 and October 1 of each year, commencing October 1, 2019. The Series 2019 Bonds are subject to redemption prior to maturity as more fully described herein. See “DESCRIPTION OF THE SERIES 2019 BONDS - Redemption Provisions” herein. The Series 2019 Bonds are direct obligations of the County and its full-faith and credit and unlimited taxing power as to all taxable property in the County are pledged to the punctual payment of the principal and interest on the Series 2019 Bonds. The County has agreed to levy and collect a tax sufficient to pay the principal and interest on the Series 2019 Bonds as the same shall become due, in addition to all other taxes authorized or limited by law. See “SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2019 BONDS” herein and “APPENDIX A – GENERAL INFORMATION REGARDING THE COUNTY OF SHELBY, TENNESSEE” attached hereto. Electronic proposals for the purchase of the Series 2019A Bonds will be received via PARITY® on January 29, 2019, at 9:15 a.m. Central Time, or on such other date or time as may be determined by the County with notice provided through Thomson Municipal Market Monitor, all as provided in the Official Notice of Sale relating to the Series 2019A Bonds. Electronic proposals for the purchase of the Series 2019B Bonds will be received via PARITY® on January 29, 2019, at 9:30 a.m. Central Time, or on such other date or time as may be determined by the County with notice provided through Thomson Municipal Market Monitor, all as provided in the Official Notice of Sale relating to the Series 2019B Bonds. This cover page contains limited information for quick reference only. It is not a summary of the matters relating to the Series 2019 Bonds. Prospective investors must read this entire Official Statement (including the cover page and all appendices attached hereto) to obtain information essential to the making of an informed investment decision. The Series 2019 Bonds are being offered when, as and if issued by the County and received by the Underwriter, subject to prior sale and to withdrawal or modification of the offer without notice, and subject to the approving opinion of Butler Snow LLP, Memphis, Tennessee, as Bond Counsel to the County. Certain legal matters will be passed upon for the County by Carpenter Law, PLLC, Memphis, Tennessee, as Disclosure Counsel to the County. Certain legal matters will be passed upon for the County by Marlinee C. Iverson, Esquire, County Attorney. ComCap Partners, Memphis, Tennessee, and PFM Financial Advisors LLC, Memphis, Tennessee, are serving as Co- Financial Advisors to the County for the issuance of the Series 2019 Bonds. The Series 2019 Bonds are expected to be delivered through the book-entry only system of DTC on or about February 14, 2019. Dated: February ___, 2019 THIS PRELIMINARY OFFICIAL STATEMENT AND THE INFORMATION CONTAINED HEREIN ARE SUBJECT TO COMPLETION OR AMENDMENT. Under no circumstances shall this Preliminary to sell Official Statement constitute an offer COMPLETION OR AMENDMENT. TO HEREIN ARE SUBJECT CONTAINED THE INFORMATION AND OFFICIAL STATEMENT THIS PRELIMINARY As of prior of such jurisdiction. or qualification under the securities to registration be unlawful laws solicitation or sale would sale of these securities jurisdiction nor shall there be any in any in which such offer, to buy or a solicitation of an offer for the omission of certain for purposes except permitted information by SEC Rule 15c2-12(b)(1). by the County of SEC Rule 15c2-12(b)(1) this Preliminary “final” this date, Official Statement has been deemed * Preliminary subject to change. MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES, YIELDS AND INITIAL CUSIP NUMBERS† $170,865,000* COUNTY OF SHELBY, TENNESSEE GENERAL OBLIGATION PUBLIC IMPROVEMENT AND SCHOOL BONDS, 2019 SERIES A Maturity Principal Interest Initial (April 1) Amount Rate Price Yield CUSIP No.† 2020 $ 4,140,000 2021 5,460,000 2022 5,730,000 2023 6,020,000 2024 6,320,000 2025 6,635,000 2026 6,970,000 2027 7,315,000 2028 7,680,000 2029 8,065,000 2030 8,470,000 2031 8,895,000 2032 9,335,000 2033 9,805,000 2034 10,295,000 2035 10,810,000 2036 11,350,000 2037 11,915,000 2038 12,515,000 2039 13,140,000 $_________ - ____% Term Bond, Due April 1, 20__, Yield _____%, Price ____, Initial CUSIP No. _______† $_________ - ____% Term Bond, Due April 1, 20__, Yield _____%, Price ____, Initial CUSIP No. _______† * Preliminary; subject to change. † Initial CUSIP numbers have been assigned to the Series 2019A Bonds by an organization not affiliated with the County and are included for the convenience of the owners of the Series 2019A Bonds. The County is not responsible for the selection, use or accuracy of the CUSIP numbers nor is any representation made as to the accuracy of the CUSIP numbers as to the Series 2019A Bonds, or as indicated above. MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES, YIELDS AND INITIAL CUSIP NUMBERS‡ $72,460,000* COUNTY OF SHELBY, TENNESSEE GENERAL OBLIGATION REFUNDING BONDS, 2019 SERIES B Maturity Principal Interest Initial (April 1) Amount Rate Price Yield CUSIP No.† 2020 $ 3,310,000 2021 3,950,000 2022 4,145,000 2023 4,350,000 2024 4,570,000 2025 4,095,000 2026 4,315,000 2027 4,535,000 2028 4,770,000 2029 5,015,000 2030 5,280,000 2031 5,565,000 2032 5,865,000 2033 6,180,000 2034 6,515,000 $_________ - ____% Term Bond, Due April 1, 20__, Yield _____%, Price ____, Initial CUSIP No. _______† $_________ - ____% Term Bond, Due April 1, 20__, Yield _____%, Price ____, Initial CUSIP No.
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