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Mayor and City Council of Baltimore

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Mayor and City Council of Baltimore PRELIMINARY OFFICIAL STATEMENT DATED MAY 15, 2017 NEW ISSUE – BOOK-ENTRY ONLY RATING: S&P (Preliminary): “BBB-” See “RATING” herein In the opinion of Bond Counsel, based on existing law and assuming compliance with the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), as described herein, interest on the Series 2017 Bonds is excludable from the gross income of the owners of the Series 2017 Bonds for federal income tax purposes and is not a specific item of tax preference for purposes of the federal alternative minimum tax. Interest on the Series 2017 Bonds may, however, be included in the calculation of certain taxes, including the alternative minimum tax on corporations, as described under “TAX MATTERS” herein. It is also the opinion of Bond Counsel that, under existing law of the State of Maryland, the principal amount of the Series 2017 Bonds, the interest payable thereon, their transfer, and any income derived therefrom, including any profit realized on their sale or exchange, shall be exempt from taxation by the State of Maryland or by any of its political subdivisions, municipal corporations, or public agencies but shall be included in computing the net earnings of financial institutions as required by the law of the State of Maryland; however, the law of the State of Maryland does not expressly refer to, and no opinion is expressed concerning, estate or inheritance taxes, or any other taxes not levied directly on the Series 2017 Bonds, their transfer or the interest thereon. See “TAX MATTERS” herein. $285,370,000* MAYOR AND CITY COUNCIL OF BALTIMORE (CITY OF BALTIMORE, MARYLAND) CONVENTION CENTER HOTEL REVENUE REFUNDING BONDS SERIES 2017 Dated: Date of Delivery Due: September 1, as shown on inside cover The Mayor and City Council of Baltimore, a body corporate and politic and a political subdivision of the State of Maryland (the “City”), is issuing its Convention Center Hotel Revenue Refunding Bonds, Series 2017 (the “Series 2017 Bonds”). The Series 2017 Bonds are being issued pursuant to the provisions of an Amended and Restated Indenture of Trust, originally dated as of February 1, 2006 and Amended and Restated as of June 1, 2017 (the “Indenture”), among the City, the Baltimore Hotel Corporation, a Maryland non-stock, not-for-profit corporation (the “Corporation”) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”). The principal and Redemption Price of and final installment of interest on the Series 2017 Bonds are payable upon presentation and surrender thereof, and all other interest (initially due September 1, 2017, and each March 1 and September 1 thereafter) is payable, by the Trustee, as paying agent, by check, draft or in certain circumstances wire transfer, to the registered owners of the Series 2017 Bonds. The Series 2017 Bonds are issuable in fully registered form and are initially to be registered in the name of Cede & Co., as nominee for The Depository Trust Company, as securities depository for the Series 2017 Bonds, to which payments of principal of and interest are to be made. Purchases by beneficial owners are to be made in book-entry form in the principal amount of $5,000 or any integral multiple thereof. Beneficial owners are not to receive certificates evidencing their interests in the Series 2017 Bonds. See “APPENDIX I – Book-Entry System.” The proceeds of the Series 2017 Bonds will be loaned to the Corporation pursuant to a First Supplement to Loan Agreement dated as of June 1, 2017, which amends and supplements a Loan Agreement dated as of February 1, 2006 (as amended and supplemented, the “Loan Agreement”), between the City and the Corporation and used to (1) refund the outstanding amount of the City’s $247,500,000 Mayor and City Council of Baltimore Convention Center Hotel Revenue Bonds, Senior Series 2006A (the “Series 2006A Bonds”) and $53,440,000 Mayor and City Council of Baltimore Convention Center Hotel Revenue Bonds, Subordinate Series 2006B (the “Series 2006B Bonds” and together with the Series 2006A Bonds, the “Series 2006 Bonds”), the proceeds of which were used to finance and refinance the acquisition, demolition, construction, renovation, expansion, improvement, furnishing and equipping of the Project (as defined herein), (2) pay the Costs of Issuance of the Series 2017 Bonds, and (3) fund the Debt Service Reserve Fund in an amount equal to the Reserve Fund Requirement for the Series 2017 Bonds. See “PLAN OF FINANCING – Sources and Uses of Funds.” The Series 2017 Bonds are subject to optional, extraordinary and mandatory sinking fund redemption as described herein under the caption “THE SERIES 2017 BONDS – Redemption Provisions.” The Series 2017 Bonds are special, limited obligations of the City, payable solely from the Trust Estate established under the Indenture. See “SECURITY FOR THE SERIES 2017 BONDS – Trust Estate.” The Trust Estate is comprised of certain revenues and property pledged by the City to the Trustee, including the Pledged Revenues and loan payments to be made by the Corporation to the City under the Loan Agreement, and certain funds and accounts held by the Trustee under the Indenture. As security for its obligations under the Loan Agreement and the Indenture, the Corporation has pledged to the City a security interest in the revenues derived by the Corporation from the operation of the Project, subject only to the payment of certain operation and maintenance expenses. As additional security for its obligations under the Loan Agreement and the Indenture, the Corporation will grant a lien on, and a security interest in, the Project, including the Site, to certain individual trustees for the benefit of the City and its assigns, including the Trustee, pursuant to a Deed of Trust, Security Agreement, and Assignment of Leases and Rents dated as of February 1, 2006, as supplemented by a First Supplement to Deed of Trust, Security Agreement, and Assignment of Leases and Rents dated as of June 1, 2017. See “SECURITY FOR SERIES 2017 BONDS – Loan Agreement” and “– Deed of Trust.” NOTWITHSTANDING ANY PROVISION OR INFERENCE CONTAINED HEREIN OR IN ANY OTHER BOND DOCUMENT OR TRANSACTION DOCUMENT, THE SERIES 2017 BONDS SHALL BE SPECIAL, LIMITED OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE FUNDS PROVIDED THEREFOR AS PROVIDED IN THE INDENTURE. THE OBLIGATIONS OF THE CITY TO THE REGISTERED OWNERS OF THE BONDS ARE LIMITED SOLELY TO THE TRUST ESTATE AS DESCRIBED IN THE INDENTURE. THE SERIES 2017 BONDS SHALL NOT CONSTITUTE A GENERAL OBLIGATION OF THE CITY OR A PLEDGE OF OR INVOLVE THE FULL FAITH AND CREDIT OR TAXING POWER OF THE CITY AND SHALL NOT CONSTITUTE A DEBT OF THE CITY, ALL WITHIN THE MEANING OF ARTICLE XI, SECTION 7 OF THE CONSTITUTION OF MARYLAND OR ANY OTHER CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION. This cover page contains certain information for quick reference only. It is not a summary of this issue. Prospective purchasers are urged to read this Official Statement in its entirety giving particular attention to the matters discussed under “RISK FACTORS.” The Series 2017 Bonds are offered when, as and if issued by the City and accepted by the Underwriters, subject to approval of legality and certain other matters by McGuireWoods LLP, Baltimore, Maryland, Bond Counsel. Certain legal matters will be passed upon for the City by the Interim City Solicitor of the City, as counsel to the City, and for the Corporation by McGuireWoods LLP, Baltimore Maryland, as counsel to the Corporation, and for the Underwriters by Ballard Spahr LLP, Baltimore, Maryland as Underwriters’ Counsel. Subject to prevailing market conditions, the Underwriters intend, but are not obligated, to make a market in the Series 2017 Bonds. For details of the Underwriters’ compensation, see “UNDERWRITING” herein. It is expected that the Series 2017 Bonds in book-entry form will be available for deposit with The Depository Trust Company and delivery in New York, New York, on or about June 22, 2017. Piper Jaffray & Co. Citigroup Loop Capital Markets IFS Securities, Inc. Siebert Cisneros Shank & Co, L.L.C. This Preliminary Official Statement and the information contained herein are subject to completion or amendment. The Series 2017 Bonds may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered prior accepted be buy is delivered Statement Official the time the to to offers may nor be sold not Series The may Bonds 2017 This Preliminary amendment. or completion to are subject herein contained the information and Statement Official solicitation any sale of the Seriesany jurisdiction nor shall there be 2017 Bonds in in which such offer, buy, to Under no circumstances shall this Preliminary to sell or the solicitation of an offer Official Statement constitute an offer form. in final any such jurisdiction.laws of securities prior qualification or filing under the applicable to registration, be unlawful or sale would * Preliminary, subject to change $285,370,000* MAYOR AND CITY COUNCIL OF BALTIMORE (CITY OF BALTIMORE, MARYLAND) CONVENTION CENTER HOTEL REVENUE REFUNDING BONDS SERIES 2017 MATURITY SCHEDULE* (CUSIP 6-digit issuer number: ______) Maturity Maturity Value Coupon Yield CUSIP No. 09/01/2018 $1,080,000 09/01/2019 1,950,000 09/01/2020 2,350,000 09/01/2021 2,800,000 09/01/2022 3,335,000 09/01/2023 3,900,000 09/01/2024 4,510,000 09/01/2025 5,190,000 09/01/2026 5,460,000 09/01/2027 5,760,000 09/01/2028 6,150,000 09/01/2029 6,850,000 09/01/2030 8,050,000 09/01/2031 8,900,000 09/01/2032
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