County of Montgomery, Ohio
Total Page:16
File Type:pdf, Size:1020Kb
PRELIMINARY OFFICIAL STATEMENT DATED APRIL 15, 2016 NEW ISSUE – BOOK ENTRY ONLY RATINGS: Moody’s: “A2” Standard & Poor’s: “A+” See “RATINGS” herein. In the opinion of Dinsmore & Shohl LLP, Bond Counsel, under existing law, (i) interest on the Series 2016 Bonds will be excludible from gross income of the holders thereof for purposes of federal income taxation, (ii) interest on the Series 2016 Bonds will not be a specific item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, however, the interest on the Series 2016 Bonds is included in adjusted current earnings for purposes of computing the alternative minimum tax imposed on certain corporations, and (iii) the Series 2016 Bonds, the transfer thereof, and the income therefrom, including any profit made on the sale thereof, will be exempt from taxation within the State of Ohio, all subject to the qualifications described herein under the heading “TAX EXEMPTION.” $91,175,000* COUNTY OF MONTGOMERY, OHIO Hospital Facilities Revenue Bonds, Series 2016 (Kettering Health Network Obligated Group Project) Dated: Date of Delivery Due: August 1, as shown on inside cover The County of Montgomery, Ohio Hospital Facilities Revenue Bonds, Series 2016 (Kettering Health Network Obligated Group Project) (the “Series 2016 Bonds” or the “Bonds”), are issuable only as fully registered bonds without coupons and, when issued, will be registered in the name of and held by Cede & Co., as nominee for The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for the Series 2016 Bonds, and individual purchases of the Series 2016 Bonds will be made in book-entry only form, as described herein. Principal of and interest on the Series 2016 Bonds will be payable by the Bond Trustee to DTC. Subsequent disbursements of such principal and interest will be made to the individual purchasers of beneficial interests in the Series 2016 Bonds pursuant to DTC policies, as described herein. So long as Cede & Co. is the registered owner of the Series 2016 Bonds, references herein to the holders or registered owners of the Series 2016 Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Series 2016 Bonds. See “THE SERIES 2016 BONDS—Book-Entry Only System.” The Series 2016 Bonds are limited obligations of the County of Montgomery, Ohio (the “Issuer”) payable solely and only from amounts to be paid by the Lessees (as defined herein), pursuant to the Subleases, and by the Kettering Health Network Obligated Group (as defined herein) (the “Obligated Group”), pursuant to the Series 2016 Note described herein, and from other sources described herein. The Series 2016 Bonds are not a general obligation, debt or bonded indebtedness of the Issuer or of the State of Ohio or any political subdivision thereof and the holder or owner thereof does not have the right to have excises or taxes levied by the Issuer or by the State of Ohio or any political subdivision thereof for the payment of the principal of and any premium and interest on the Series 2016 Bonds. The sources of payment and security for the Series 2016 Bonds are more fully described herein. Interest is payable by the Bond Trustee, as described herein, to the registered owners thereof as of the applicable Record Date immediately preceding each Interest Payment Date. The Series 2016 Bonds are subject to optional and mandatory redemption prior to their respective maturities, as described in this Official Statement. MATURITIES, AMOUNTS, RATES AND PRICES – SEE INSIDE COVER The purchase of the Series 2016 Bonds involves certain risks. See “Bondholders’ Risks.” The Series 2016 Bonds are offered, when, as and if issued and received by the Underwriters, subject to prior sale, to withdrawal or modification of the offer without notice, and to the approval of legality of the Series 2016 Bonds by Dinsmore & Shohl LLP, Columbus, Ohio, Bond Counsel. Certain legal matters will be passed upon for the Lessees and the Obligated Group by its counsel, Taft Stettinius & Hollister LLP, Dayton, Ohio and for the Underwriters by their counsel, Balch & Bingham LLP, Birmingham, Alabama. It is expected that the Series 2016 Bonds in definitive form will be available for delivery to the Underwriters via DTC in New York, New York on or about ______ __, 2016. This cover page contains certain information for quick reference only. It is not intended to be a summary of the security or terms of this bond issue. Investors are instructed to read this entire Official Statement to obtain information essential to making an informed investment decision. BofA Merrill Lynch Wells Fargo Securities The date of this Official Statement is April __, 2016 This Preliminary Official Statement has not been approved by the Issuer, and the information herein is subject to completion and amendment without notice. Under no circumstances shall this Preliminary Official Statement constitute an offer herein is subject to completion and amendment without notice. and the information by the Issuer, This Preliminary Official Statement has not been approved A prior of such jurisdiction. or qualification under the securities to registration be unlawful laws solicitation or sale would jurisdiction sale of the Bonds in any in which such offer, nor shall there be any to buy, to sell or the solicitation of an offer prior to the deliveryavailable of these securities. Official Statement will be made definitive * Preliminary; subject to change. MATURITIES, AMOUNTS, RATES AND PRICES $___________ Serial Bonds Maturity Principal Interest (August 1) Amount Rate Yield Price CUSIP* Term Bonds $_____________ _____% Term Bond, Due August 1, ____, Yield: ____%, Price: _____%, Initial CUSIP ________ * $_____________ _____% Term Bond, Due August 1, ____, Yield: ____%, Price: _____%, Initial CUSIP ________ * _____________ *Copyright 2016, American Bankers Association. CUSIP data herein is provided by Standard & Poor’s CUSIP Service Bureau, a division of the McGraw-Hill Companies, Inc. The CUSIP numbers are provided for convenience and reference only. Neither the Lessees nor the Issuer is responsible for the selection or use of the CUSIP numbers, nor is any representation made as to their correctness on the Series 2016 Bonds or as indicated above. REGARDING USE OF THIS OFFICIAL STATEMENT The information contained herein under the heading “THE ISSUER” has been furnished by the County of Montgomery, Ohio. All other information contained herein has been obtained from the Obligated Group and other sources (other than the Issuer) which are believed to be reliable. Such other information is not guaranteed as to accuracy or completeness by, and is not to be relied upon as or construed as a promise or representation by, the Issuer. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with and as part of their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. No dealer, broker, salesperson or other person has been authorized by the Issuer, the Obligated Group, or the Underwriters to give any information or to make any representations, other than those contained in this Official Statement, and if given or made, such information or representations must not be relied upon as having been authorized by any of the foregoing. 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 Series 2016 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any statement nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Issuer or the Obligated Group since the date hereof. ________________________________________ [THIS PAGE INTENTIONALLY LEFT BLANK] TABLE OF CONTENTS Page INTRODUCTORY STATEMENT........................................................................................................................................ 1 Purpose of this Official Statement ................................................................................................................. 1 The Issuer ...................................................................................................................................................... 1 The Obligated Group ..................................................................................................................................... 1 Plan of Financing .......................................................................................................................................... 2 Provisions Relating to the Series 2016 Bonds ............................................................................................... 2 Additional Indebtedness ................................................................................................................................ 3 Bondholders’ Risks ....................................................................................................................................... 4 THE ISSUER