Loop Capital Markets

OFFICIAL STATEMENT DATED JULY 16, 2020 NEW ISSUE UNRATED In the opinion of DeCotiis, FitzPatrick, Cole & Giblin, LLP, Bond Counsel, assuming continuing compliance by the City of Newark, in the County of Essex, State of New Jersey (the “City”) with certain covenants described herein, under current law, interest on the Notes (as defined herein) is not includable in gross income for federal income tax purposes and is not an item of tax preference under Section 57 of the Internal Revenue Code of 1986, as amended (“Code”), for purposes of computing the federal alternative minimum tax. No opinion is expressed regarding other federal tax consequences arising with respect to the Notes. Further, in the opinion of Bond Counsel, under current law, interest on the Notes and any gain on the sale thereof are not includable as gross income under the New Jersey Gross Income Tax Act. see “TAX MATTERS” herein. CITY OF NEWARK, in the County of Essex, New Jersey $29,282,031 SCHOOL PROMISSORY NOTES, SERIES 2020 (Book-Entry Only) (Non-Callable) Dated: Date of Delivery Due: July 27, 2021 The $29,282,031 aggregate principal amount of School Promissory Notes, Series 2020 (the “Notes”) are being issued for the purpose of refunding, on a current basis, a portion of the City’s $30,582,031 School Promissory Notes, Series 2019 issued July 30, 2019 and maturing July 29, 2020 (the “Prior Notes”), which were originally issued for the purpose of financing various school capital improvements. The remaining principal portion of the Prior Notes will be paid by a budgetary appropriation of the City. The Notes will be issued as fully registered Notes and, when issued, be registered in the name of and held by Cede & Co., as nominee for The Depository Trust Company (“DTC”). Purchases of the Notes will be made in book-entry-only form (without certificates) in denominations of $5,000 or any integral multiple of $1,000 in excess thereof, excepting one odd denomination in the amount of $1,031. So long as DTC, or its nominee Cede & Co., is the registered owner of the Notes, payments of the principal of and interest on the Notes are to be made directly to Cede & Co., which is to remit such payments to DTC participants, which in turn is to remit such payments to the beneficial owners of the Notes (see “BOOK-ENTRY ONLY SYSTEM” herein). Interest on the Notes is payable at maturity. Interest shall be computed on the basis of a three hundred sixty (360) day year consisting of twelve (12) months of thirty (30) days each. The Notes are not subject to redemption prior to their maturity. $29,282,031 School Promissory Notes, Series 2020, Due July 27, 2021 – 3.50% to Yield - 1.48% The Notes constitute general obligations of the City, and the full faith and credit and unlimited taxing power of the City are pledged to the payment of the principal of and interest on the Notes. The Notes are not a debt or obligation, legal, moral, or otherwise, of the State of New Jersey, or any county, municipality or political subdivision thereof, other than the City. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. AN INVESTMENT IN NOTES INVOLVES A SIGNIFICANT DEGREE OF RISK. POTENTIAL NOTEHOLDERS ARE ADVISED TO READ THE ENTIRE OFFICIAL STATEMENT, INCLUDING THE APPENDICES HERETO. SPECIAL REFERENCE IS MADE TO SECTIONS “CITY FINANCIAL CONDITION”, ‘RISK FACTORS”, AND “CITY FINANCIAL SCHEDULES 2014 BUDGET - 2020 BUDGET” IN APPENDIX A HEREIN FOR A DISCUSSION OF CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE NOTES. The Notes are offered when, as and if issued by the City and delivered to the Underwriter (as defined herein), subject to the approval of legality by DeCotiis, FitzPatrick, Cole & Giblin, LLP, Paramus, New Jersey, Bond Counsel, and other conditions described herein. Certain legal matters will be passed on for the City by Kenyatta Stewart, Esq., Corporation Counsel, and for the Underwriter by its Counsel, Ahmad Zaffarese, LLC, Philadelphia, PA. It is expected that the Notes will be available for delivery on or about July 28, 2020. The Notes are to be delivered through the facilities of DTC. Loop Capital Markets Dated: July 16, 2020 CITY OF NEWARK, IN THE COUNTY OF ESSEX, NEW JERSEY MAYOR Ras J. Baraka CITY COUNCIL MEMBERS Mildred C. Crump, President, At-Large Luis A Quintana, Vice President, At-Large Augusto Amador, East Ward Carlos M. Gonzalez, At-Large John Sharpe James, South Ward Joseph A. McCallum Jr., West Ward LaMonica McIver, Central Ward Eddie Osborne, At-Large Anibal Ramos, Jr., North Ward BUSINESS ADMINISTRATOR Eric S. Pennington, Esq. DIRECTOR OF FINANCE AND CHIEF FINANCIAL OFFICER Danielle A. Smith CITY CLERK Kenneth Louis CORPORATION COUNSEL Kenyatta Stewart, Esq. AUDITORS Samuel Klein and Company Certified Public Accountants Newark, New Jersey BOND COUNSEL DeCotiis, FitzPatrick, Cole & Giblin, LLP Paramus, New Jersey FINANCIAL ADVISOR PFM Financial Advisors, LLC New York City, New York No dealer, broker, salesperson or any other person has been authorized by the City of Newark, in the County of Essex, New Jersey or the Underwriter to give any information or to make any representations, other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by the foregoing. The information contained herein has been provided by the City and other sources deemed reliable; however, no representation or warranty is made as to its accuracy or completeness and such information is not to be construed as a representation or warranty by the Underwriter or, as to information from sources other than the Underwriter, by the City. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in any of the information herein since the date hereof, or the date as of which such information is given, if earlier. References in this Official Statement to laws, rules, regulations, resolutions, agreements, reports and documents do not purport to be comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the particular document, the full text of which may be inspected at the offices of the City during normal business hours. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any jurisdiction in which it is unlawful for any person to make such an offer, solicitation or sale. No dealer, broker, salesman or other person has been authorized to give any information or to make any representations other than as contained in this Official Statement. If given or made, such other information or representations must not be relied upon as having been authorized by the City. In connection with this offering, the Underwriter for the Notes may over allot or effect transactions that stabilize or maintain the market price of the Notes at a level above that which might be otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. Certain statements included or incorporated by reference in this Official Statement, including specifically (but not limited to) the statements contained under the headings "INTRODUCTION - Future Financing Plans", "CITY FINANCIAL CONDITION", "RISK FACTORS" and "APPENDIX A - CITY FINANCIAL SCHEDULES "-2014 Budget", "-2015 Budget", "-2016 Budget", "-2017 Budget", "-2018 Budget", “-2019 Budget”, and “-2020 Budget” constitute projections or estimates of future events, generally known as forward-looking statements. These statements are generally identifiable by the terminology used, such as "plan", "expect", "estimate", "budget" or similar words. These forward-looking statements are based on the beliefs of, and assumptions made by, City officials and on information currently available to City officials. The achievement of certain results or other expectations contained in such forward-looking statements involves known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, items described under the above-referenced headings. Other than as may be required by law, the City does not plan to issue any updates or revisions to these forward-looking statements if or when its expectations, or events, conditions or circumstances on which such statements are based, occur. The Underwriter for the Notes may offer and sell the Notes to certain dealers, dealer banks, and banks acting as agent at prices lower than the public offering price or higher than the yield, as applicable, stated on the cover hereof. Such public offering prices or yields, as applicable, may be changed from time to time by the Underwriter. IN MAKING ANY INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE CITY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY

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