$34,780,000* Wayne County Hospital and Health
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PRELIMINARY OFFICIAL STATEMENT DATED AUGUST 24, 2017 NEW ISSUE S&P RATING: AA- BOOK-ENTRY ONLY In the opinion of Stevens & Lee, P.C., Scranton, Pennsylvania, Bond Counsel, assuming continuing compliance by the Authority and the Hospital with certain covenants to comply with provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and all applicable regulations thereunder, interest on the 2017A Bonds is not includable in gross income under Section 103(a) of the Code and interest on the 2017A Bonds is not an item of tax preference for purposes of the federal, individual or corporate alternative minimum taxes except as set forth under the heading “TAX EXEMPTION AND OTHER TAX MATTERS” in this Official Statement. Other provisions of the Code may affect the purchasers and holders of the 2017A Bonds. See “TAX EXEMPTION AND OTHER TAX MATTERS” herein for a brief description of these provisions. Under the laws of the Commonwealth of Pennsylvania, the 2017A Bonds and the interest thereon shall be free from taxation for State and local purposes within the Commonwealth of Pennsylvania, but this exemption does not extend to gift, estate, succession or inheritance taxes or any other taxes not levied or addressed directly on the 2017A Bonds or the interest thereon. Under the laws of the Commonwealth of Pennsylvania, profits, gains or income derived from the sale, exchange or other disposition of the 2017A Bonds shall be subject to State and local taxation within the Commonwealth of Pennsylvania. $34,780,000* WAYNE COUNTY HOSPITAL AND HEALTH FACILITIES AUTHORITY WAYNE COUNTY, PENNSYLVANIA County Guaranteed Hospital Revenue Bonds (Wayne Memorial Hospital Project) Series A of 2017 Dated: Date of Delivery Principal Due: July 1, as shown inside front cover First Interest Payment: January 1, 2018 Interest Due: January 1 and July 1 The County Guaranteed Hospital Revenue Bonds (Wayne Memorial Hospital Project), Series A of 2017, in the aggregate principal amount of $34,780,000* (the “2017A Bonds”) will be issued in fully registered form, without coupons, in the denomination of $5,000 and integral multiples thereof and registered in the name of Cede & Co., as the registered owner and nominee of The Depository Trust Company (“DTC”), New York, New York. Beneficial ownership of the 2017A Bonds may be acquired in denominations of $5,000 or any integral multiple thereof only under the book- entry only system maintained by DTC through brokers and dealers who are, or act through, DTC Participants. The purchasers of the 2017A Bonds will not receive physical delivery of the 2017A Bonds. For so long as any purchaser is the beneficial owner of a Bond, that purchaser must maintain an account with a broker or a dealer who is, or acts through, a DTC Participant to receive payment of principal of and interest on the 2017A Bonds. See “BOOK-ENTRY ONLY SYSTEM” herein. If, under the circumstances described herein, Bonds are ever issued in certificated form, the 2017A Bonds will be subject to registration of transfer, exchange and payment as described herein. So long as Cede & Co., as nominee for DTC, is the registered owner of the 2017A Bonds, payments of the principal of and interest on the 2017A Bonds, when due for payment, will be made directly to DTC by The Bank of New York Mellon Trust Company, N.A., located in Philadelphia, Pennsylvania (the “Bond Trustee”), as Bond Trustee, and DTC will in turn remit such payments of DTC Participants for subsequent disbursement to the Beneficial Owners of the 2017A Bonds. If the use of the Book-Entry Only System for the 2017A Bonds is ever discontinued, the principal of each of the 2017A Bonds will be payable, when due, to the registered owner of such Bond upon surrender of such Bond to the Bond Trustee at its principal corporate trust office and the interest on such Bonds will be payable by check drawn on the Bond Trustee and mailed to the registered owners of such Bonds as of the appropriate Record Date (as defined in the section titled “Description of the 2017A Bonds” below). THE 2017A BONDS ARE LIMITED OBLIGATIONS OF WAYNE COUNTY HOSPTIAL AND HEALTH FACILITIES AUTHORITY AND, EXCEPT AS SECURED BY A COUNTY GUARANTY HEREINAFTER REFERRED TO, ARE NOT A DEBT OR OBLIGATION OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER POLITICAL SUBDIVISION THEREOF. THE AUTHORITY HAS NO TAXING POWER. The 2017A Bonds will be secured under the provisions of the Bond Indenture and the Loan Agreement, as each is referred to herein, by a Promissory Note issued pursuant to a Master Trust Indenture between The Bank of New York Mellon Trust Company, N.A. and Wayne Memorial Hospital (the “Hospital”), and are additionally secured by a Guaranty of Wayne County, Pennsylvania (the “County”). The 2017A Bonds are offered for delivery when, as and if issued by the Authority and received by the Underwriters and subject to the approving legal opinion of Stevens & Lee, P.C., Scranton, Pennsylvania, Bond Counsel. Certain legal matters will be passed upon for the Authority by The Law Offices of John Martin, Esquire, Honesdale, Pennsylvania, Authority Solicitor, for the Hospital by Howell & Howell, Honesdale, Pennsylvania, for the County by Lee C. Krause, Esq., Honesdale, Pennsylvania, County Solicitor, and for the Underwriters by Hall Render Killian Heath & Lyman, P.C., Indianapolis, Indiana. It is expected that the 2017A Bonds in book entry form will be available for delivery through DTC in New York, New York on or about September 21, 2017. 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. Dated: ___________, 2017 This Preliminary Official solicitation Statement and offer, the information containedsuch herein are subject in which to completion, amendment or any jurisdiction other change in without notice. The securities securities described of these herein maysale not be any sold be nor may offers there to buy nor shall be accepted buy prior to to the time the Official an offer of the solicitation or to sell an offer constitute Statement Official Preliminary this shall circumstances no Under form. final in delivered is Statement or sale would be unlawful prior to registration qualification under the securities laws of such jurisdiction. * Preliminary, subject to change. $34,780,000* WAYNE COUNTY HOSPITAL AND HEALTH FACILITIES AUTHORITY WAYNE COUNTY, PENNSYLVANIA County Guaranteed Hospital Revenue Bonds (Wayne Memorial Hospital Project) Series A of 2017 Dated: Date of Delivery Principal Due: July 1, as shown below First Interest Payment: January 1, 2018 Interest Due: January 1 and July 1 Principal Interest Offering Maturity* Amount* Rate Price CUSIP† (July 1) 2018 $ 5,000 2019 5,000 2020 5,000 2021 5,000 2022 5,000 2023 5,000 2024 5,000 2025 490,000 2026 505,000 2027 530,000 2028 1,150,000 2029 1,210,000 2030 1,270,000 2031 1,335,000 2032 1,400,000 2033 1,455,000 2034 1,515,000 2035 1,570,000 2036 1,630,000 2037 1,685,000 2038 1,745,000 2039 1,810,000 2040 1,875,000 2041 1,955,000 2042 2,055,000 2043 2,160,000 2044 2,495,000 2045 2,400,000 2046 2,520,000 $_________ ______% Term Bonds* due July 1, 20__ at a price of ___% $_________ ______% Term Bonds* due July 1, 20__ at a price of ___% * Preliminary, subject to change. † CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein provided by CUSIP Global Services managed by S&P Global Marketing Intelligence on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Global Services. CUSIP numbers have been assigned by an independent company not affiliated with the Authority or the Underwriters and are included solely for the convenience of the holders of the 2017A Bonds. Neither the Authority nor the Underwriters is responsible for the selection of the CUSIP numbers, and no representation is made as to their correctness on the 2017A Bonds or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the execution and delivery of the 2017A Bonds as a result of various subsequent action including, but not limited to, a refunding in whole or in part of such maturity 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 2017A Bonds. REGARDING USE OF THIS OFFICIAL STATEMENT This Official Statement is being distributed in connection with the sale of the 2017A Bonds referred to in this Official Statement and may not be used, in whole or in part, for any other purpose. No dealer, broker, salesman or other person is authorized to make any representations concerning the 2017A Bonds other than those contained in this Official Statement, and if given or made, such other information or representations may not be relied upon as statements of the Authority, the Hospital or the County. 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 2017A Bonds by any person in any jurisdiction in which it is unlawful to make such an offer, solicitation or sale. For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission, this document, as the same may be supplemented or amended by the Authority, from time to time (collectively, the “Official Statement”), may be treated as a final Official Statement with respect to the 2017A Bonds described herein that is deemed final by the Authority as of the date hereof (or of any such supplement or amendment).