State of Ohio
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PRELIMINARY OFFERING CIRCULAR DATED JULY 31, 2017 NEW ISSUE RATINGS: Moody’s: “Aa2” BOOK ENTRY ONLY S&P: “AA” SEE “RATINGS” HEREIN 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 and the Series 2017B Taxable 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. INTEREST ON THE SERIES 2017B TAXABLE BONDS IS NOT EXCLUDED FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES. For a more complete discussion of the tax aspects, see “TAX MATTERS” herein. $1,000,000,000* COMPOSITE ISSUE CLEVELAND CLINIC HEALTH SYSTEM OBLIGATED GROUP consisting of the following new issues: $840,000,000* $160,000,000* STATE OF OHIO STATE OF OHIO Hospital Refunding Revenue Bonds, Taxable Hospital Refunding Revenue Bonds, Series 2017A Series 2017B (Cleveland Clinic Health System Obligated Group) (Cleveland Clinic Health System Obligated Group) DATED: DATE OF ISSUANCE DUE: JANUARY 1, AS SHOWN ON THE INSIDE FRONT COVER The State of Ohio (the “State”), acting by and through the Ohio Higher Educational Facility Commission (the “Commission”), will, pursuant to the Bond Indenture described herein, issue its $840,000,000* State of Ohio Hospital Refunding Revenue Bonds, Series 2017A (Cleveland Clinic Health System Obligated Group) (the “Series 2017A Bonds”) and its $160,000,000* State of Ohio Taxable Hospital Refunding Revenue Bonds, Series 2017B (Cleveland Clinic Health System Obligated Group) (the “Series 2017B Taxable Bonds” and, together with the Series 2017A Bonds, the “Series 2017 Bonds”). The proceeds of the Series 2017 Bonds, together with other moneys available to the Cleveland Clinic, will be used for the purpose of (i) refunding the Refunded Bonds (as defined herein) and (ii) paying related expenses for the issuance of the Series 2017 Bonds. See “PLAN OF FINANCE” herein. The payment of principal of and interest (collectively, “Bond Service Charges”) on the Series 2017A Bonds will be secured by a promissory note (the “Series 2017A Master Note”) issued by The Cleveland Clinic Foundation, an Ohio nonprofit corporation (the Cleveland“ Clinic”), under an Amended and Restated Master Trust Indenture dated as of April 1, 2003, as amended and supplemented (the “Master Trust Indenture”), between the Cleveland Clinic and eight controlled, affiliated nonprofit corporations, together forming a combined financing group under the Master Trust Indenture (each an Obligated“ Issuer” and, collectively, the “Obligated Group”), and The Huntington National Bank, as Master Trustee. The payment of the Bond Service Charges on the Series 2017B Taxable Bonds will be secured by a promissory note (the “Series 2017B Master Note” and, together with the Series 2017A Master Note, the “Series 2017 Master Notes”) issued by the Cleveland Clinic under the Master Trust Indenture. The Series 2017 Master Notes will be general obligations of the Cleveland Clinic and the other Obligated Issuers, each of which will be jointly and severally liable for payment of the amounts due thereon. Payment of principal of and interest on the Series 2017 Master Notes will be secured on a parity basis, together with amounts payable on all other promissory notes heretofore or hereafter issued under the Master Trust Indenture (collectively, the “Master Notes”), by a pledge of Gross Receipts of the Obligated Issuers. See “SECURITY FOR THE SERIES 2017 BONDS.” Entities may join or withdraw from the Obligated Group under the circumstances described in the Master Trust Indenture. The Series 2017 Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”). Purchases of the Series 2017 Bonds may be made only in book‑entry form, and no physical delivery of the Series 2017 Bonds will be made to beneficial owners, except as described herein. See “APPENDIX E — DTC BOOK‑ENTRY ONLY SYSTEM AND GLOBAL CLEARANCE PROCEDURES.” The Series 2017A Bonds are issuable in denominations of $5,000 or any integral multiple thereof. The Series 2017B Taxable Bonds are issuable in denominations of $1,000 or any integral multiple thereof. Interest on the Series 2017 Bonds will be payable on January 1 and July 1 of each year (an “Interest Payment Date”), commencing January 1, 2018, to the Holders of the Series 2017 Bonds on the fifteenth day (whether or not a Business Day) of the calendar month preceding an Interest Payment Date. The principal of and interest on the Series 2017 Bonds will be paid by the Bond Trustee to Cede & Co. as long as Cede & Co. is the registered owner of the Series 2017 Bonds. Disbursements of payments to the Direct Participants (as defined in APPENDIX E hereto) is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of Direct Participants and Indirect Participants as more fully described in APPENDIX E hereto. The Series 2017 Bonds are subject to optional, extraordinary optional and mandatory sinking fund redemption, and to optional purchase in lieu of redemption, all prior to maturity as described herein. SEE MATURITIES, PRICES, AND CERTAIN OTHER INFORMATION SET FORTH ON THE INSIDE FRONT COVER PAGE HEREOF. The Series 2017 Bonds are special obligations of the State, issued by the Commission, secured under the provisions of the Bond Indenture and by the Lease described herein, and will be payable from rental payments made by the Cleveland Clinic under the Lease, and from certain amounts held by the Bond Trustee in the Special Funds created under the Bond Indenture. The obligation of the Cleveland Clinic to make such payments is evidenced and secured by the Series 2017 Master Notes. Payments on the Series 2017 Master Notes are required to be made in an amount sufficient to pay Bond Service Charges on the Series 2017 Bonds when due. The Series 2017 Bonds are secured solely by the Bond Indenture and are payable solely from payments required to be made by the Cleveland Clinic under the Lease and by the Obligated Issuers on the Series 2017 Master Notes and as otherwise provided in the Master Trust Indenture. THE SERIES 2017 BONDS DO NOT REPRESENT OR CONSTITUTE A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE COMMISSION OR THE STATE, WILL NOT BE SECURED BY AN OBLIGATION OR PLEDGE OF ANY MONEY RAISED BY TAXATION AND DO NOT GRANT TO THE HOLDERS ANY RIGHTS TO HAVE THE STATE OR ANY POLITICAL SUBDIVISION THEREOF LEVY ANY TAXES OR APPROPRIATE ANY FUNDS FOR THE PAYMENT OF BOND SERVICE CHARGES ON THE SERIES 2017 BONDS. This cover page contains certain information for immediate reference only. It is not intended to be a complete summary of the terms of or security for the Series 2017 Bonds. Investors must read the entire Offering Circular to obtain information essential to the making of an informed investment decision. The Series 2017 Bonds are offered when, as and if issued and received by the Underwriters, subject to prior sale, withdrawal or modification of the offer without any notice, and to the opinion on certain legal matters relating to their issuance of Squire Patton Boggs (US) LLP, Bond Counsel to the Commission. Certain legal matters will be passed upon for the Underwriters by their counsel, Orrick, Herrington & Sutcliffe LLP and for the Cleveland Clinic and the other Obligated Issuers by the Chief Legal Officer of the Cleveland Clinic and by their special counsel, Chapman and Cutler LLP. Chapman and Cutler LLP has also served as disclosure counsel to the Cleveland Clinic in connection with the preparation of this Offering Circular. The Series 2017 Bonds are expected to be available for delivery to DTC in New York, New York or to its custodial agent on or about August __, 2017. J.P. Morgan Barclays PNC Capital Markets LLC1 Wells Fargo Securities1 BofA Merrill Lynch1 Citigroup1 BNY Mellon Capital Markets, LLC1 KeyBanc Capital Markets Inc.1 Loop Capital Markets1 US Bancorp1 Dated: __________, 2017 * Preliminary, subject to change. 1 This Preliminary Offering Circular and the information contained herein are subject to completion, amendment or other change without any notice. Under no circumstances shall this Preliminary Offering Circular constitute an offer to sell or Under no circumstances shall this Preliminary Circular constitute an offer Offering This Preliminary notice. contained herein are subject to completion, amendment or other change without any Circular and the information Offering such jurisdiction. prior of any 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, the solicitation of an offer For the Series 2017A Bonds only.