Miami-Dade County, Florida (The "County")Is Issuing Its $19,810,000* Aviationrevenuerefundingbonds, Series 2018A (AMT) (The "Series 2018Abonds"), Its
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PRELIMINARY OFFICIAL STATEMENT DATED AUGUST 6, 2018 NEW ISSUE – BOOK-ENTRY ONLY RATINGS: See "RATINGS" In the opinion of Bond Counsel to the County to be delivered upon the issuance of the Series 2018 Bonds, under existing law and assuming continuing compliance by the County with certain requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be met subsequent to the issuance of the Series 2018 Bonds, with which the County has certified, represented and covenanted its compliance, (i) interest on the Series 2018A and the Series 2018B Bonds is excludable from gross income for federal income tax purposes, except for interest on any Series 2018A Bonds for any period during which such Series 2018A Bonds are held by a person who is a "substantial user" of the facilities financed or a "related person," as those terms are used in Section 147(a) of the Code; (ii) interest on the Series 2018A Bonds is an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals; (iii) interest on the Series 2018B Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and (iv) the Series 2018 Bonds and the income thereon will not be subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined in said Chapter 220. INTEREST ON THE SERIES 2018C BONDS IS NOT EXCLUDABLE FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES. See "TAX MATTERS" for a description of certain other tax consequences to the Series 2018 Bonds. $716,550,000* MIAMI-DADE COUNTY, FLORIDA $19,810,000* $4,285,000* $692,455,000* Aviation Revenue Aviation Revenue Aviation Revenue Refunding Bonds Refunding Bonds Refunding Bonds Series 2018A Series 2018B Series 2018C (AMT) (Non-AMT) (Taxable) Dated: Date of delivery Due: October 1, as shown on inside cover page Miami-Dade County, Florida (the "County") is issuing its $19,810,000* Aviation Revenue Refunding Bonds, Series 2018A (AMT) (the "Series 2018A Bonds"), its $4,285,000* Aviation Revenue Refunding Bonds, Series 2018B (Non-AMT) (the "Series 2018B Bonds") and its $692,455,000* Aviation Revenue Refunding Bonds, Series 2018C (Taxable) (the "Series 2018C Bonds" and, together with the Series 2018A Bonds and Series 2018B Bonds, the "Series 2018 Bonds"). The Series 2018 Bonds are being issued as fully registered bonds, initially registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the Series 2018 Bonds. So long as the Series 2018 Bonds are in book-entry form, purchases of beneficial interests in the Series 2018 Bonds will be made in book-entry only form, without certificates, in denominations of $5,000 or integral multiples of $5,000. See "AUTHORIZATION FOR THE SERIES 2018 BONDS." Interest on the Series 2018 Bonds will accrue from their initial date of delivery and will be payable on April 1 and October 1 of each year, commencing on October 1, 2018. Principal of and interest on the Series 2018 Bonds will be payable at the corporate trust offices of The Bank of New York Mellon (successor in interest to JPMorgan Chase Bank), as trustee (the "Trustee"), in New York, New York. So long as DTC or its nominee is the registered owner of the Series 2018 Bonds, payments of the principal of and interest on the Series 2018 Bonds will be paid directly to DTC or its nominee, and disbursements of such payments to beneficial owners will be the responsibility of DTC and its participants. See "THE SERIES 2018 BONDS – Book-Entry Only System." Certain of the Series 2018 Bonds will be subject to optional and mandatory redemption prior to maturity at the prices, in the manner and at such times as set forth in this Official Statement. See "THE SERIES 2018 BONDS – Redemption." The Series 2018 Bonds are being issued to provide funds, together with any other legally available funds of the Miami-Dade County Aviation Department, for the purposes of: (a) refunding and, as applicable, redeeming all or a portion of certain Outstanding aviation revenue bonds of the County as described in this Official Statement; (b) making a deposit to the Reserve Account (as defined herein), if necessary, and (c) paying certain costs of issuance relating to the Series 2018 Bonds. See "INTRODUCTION" and "PLAN OF REFUNDING." THE SERIES 2018 BONDS WILL BE SPECIAL, LIMITED OBLIGATIONS OF THE COUNTY PAYABLE SOLELY FROM A PLEDGE OF NET REVENUES (AS DESCRIBED IN THIS OFFICIAL STATEMENT) DERIVED FROM THE PORT AUTHORITY PROPERTIES, INCLUDING THE OPERATION OF THE MIAMI INTERNATIONAL AIRPORT, AS DESCRIBED IN THIS OFFICIAL STATEMENT, AND CERTAIN OTHER MONIES. THE SERIES 2018 BONDS WILL BE SECURED ON A PARITY BASIS WITH THE COUNTY’S OUTSTANDING BONDS UNDER THE TRUST AGREEMENT DESCRIBED IN THIS OFFICIAL STATEMENT. NEITHER THE FAITH AND CREDIT OF THE STATE OF FLORIDA OR THE COUNTY NOR THE FAITH AND CREDIT OF ANY AGENCY OR POLITICAL SUBDIVISION OF THE STATE OF FLORIDA OR THE COUNTY ARE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2018 BONDS. THE ISSUANCE OF THE SERIES 2018 BONDS SHALL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE STATE OF FLORIDA OR THE COUNTY OR ANY AGENCY OR POLITICAL SUBDIVISION OF THE STATE OF FLORIDA OR THE COUNTY TO LEVY ANY TAXES FOR THE PAYMENT OF THE SERIES 2018 BONDS OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT EXCEPT FROM THE NET REVENUES AND CERTAIN OTHER MONIES PLEDGED TO THE PAYMENT OF THE SERIES 2018 BONDS UNDER THE TRUST AGREEMENT. See the inside cover page for maturities, principal amounts, interest rates, yields, prices and initial CUSIP numbers of the Series 2018 Bonds. This cover page contains information for quick reference only. It is not a summary of the Series 2018 Bonds. Investors must read the entire Official Statement, including the APPENDICES attached hereto, to obtain information essential to the making of an informed investment decision. Unless otherwise specified, cross- references are to specific captioned sections of this Official Statement. The Series 2018 Bonds are offered when, as and if issued by the County and accepted by the Underwriters, subject to opinions on certain legal matters relating to their issuance of Greenberg Traurig, P.A., Miami, Florida, and Edwards & Feanny, P.A., Miami, Florida, Bond Counsel. Certain legal matters will be passed upon for the County by the Office of the Miami-Dade County Attorney. Certain other legal matters relating to disclosure will be passed upon for the County by Nabors, Giblin & Nickerson, P.A., Tampa, Florida, and Manuel Alonso-Poch, P.A., Miami, Florida, Disclosure Counsel. Certain legal matters will be passed upon for the Underwriters by their counsel, Bryant Miller Olive P.A., Miami, Florida. The Financial Advisor to the Miami-Dade County Aviation Department is Hilltop Securities Inc., Miami, Florida. It is expected that the Series 2018 Bonds will be available for delivery through DTC in New York, New York on or about August 30, 2018. J.P. MORGAN Cabrera Capital Markets, LLC Citigroup Loop Capital Markets Rice Financial Products Company Blaylock Van, LLC Drexel Hamilton Estrada Hinojosa Jefferies Morgan Stanley Raymond James RBC Capital Markets Ramirez & Co., Inc. Siebert Cisneros Shank & Co., L.L.C. Dated: August ___, 2018 This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, buy, to Under no circumstances shall this Preliminary to sell or the solicitation of an offer This Preliminary Official Statement constitute an offer contained herein are subject to completion or amendment. Official Statement and the information any such jurisdiction. priorlaws of qualification or filing under the securities to registration, be unlawful solicitation or sale would sale of these securities jurisdictionnor shall there be any in any in which such offer, * Preliminary, subject to change. MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS OF THE SERIES 2018 BONDS $19,810,000(1) AVIATION REVENUE REFUNDING BONDS SERIES 2018A (AMT) Maturity Date Principal Interest Initial (October 1) Amount Rate Yield Price CUSIP No.(2) $__________ ________% Term Bond Due October 1, 20__, Yield _____%, Price ______ CUSIP No. __________(2) $4,285,000(1) AVIATION REVENUE REFUNDING BONDS SERIES 2018B (non-AMT) Maturity Date Principal Interest Initial (October 1) Amount Rate Yield Price CUSIP No.(2) $__________ ________% Term Bond Due October 1, 20__, Yield _____%, Price ______ CUSIP No. __________(2) $692,455,000(1) AVIATION REVENUE REFUNDING BONDS SERIES 2018C (Taxable) Maturity Date Principal Interest Initial (October 1) Amount Rate Yield Price CUSIP No.(2) $__________ ________% Term Bond Due October 1, 20__, Yield _____%, Price ______ CUSIP No. __________(2) (1) Preliminary, subject to change. (2) CUSIP numbers have been assigned by an organization not affiliated with the County and are included solely for the convenience of the holders of the Series 2018 Bonds. The County is not responsible for the selection or use of these CUSIP numbers, nor is any representation made as to their correctness on the Series 2018 Bonds or as indicated above. The CUSIP numbers are subject to being changed after execution and delivery of the Series 2018 Bonds as a result of various subsequent actions including, but not limited to, a refunding in part 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 the Series 2018 Bonds.