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Preliminary Official Statement and Notice of Sale Dated June 7, 2018

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Preliminary Official Statement and Notice of Sale Dated June 7, 2018 PRELIMINARY OFFICIAL STATEMENT AND NOTICE OF SALE DATED JUNE 7, 2018 Rating: See “Rating” herein. S&P Global Ratings: AA New Issue In the opinion of Locke Lord LLP, Bond Counsel, based upon an analysis of existing law and assuming, among other matters, compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”). Interest on the Bonds will not be included in computing the alternative minimum taxable income of individuals or, except as described herein, corporations. Under existing law, interest on the Bonds is exempt from Massachusetts personal income taxes, and the Bonds are exempt from Massachusetts personal property taxes. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. See “Tax Exemption” herein. The Bonds will not be designated as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code. CITY OF SALEM, MASSACHUSETTS $14,900,000* GENERAL OBLIGATION MUNICIPAL PURPOSE LOAN OF 2018 BONDS DATED DUE Date of Delivery June 15 (as shown below) The Bonds are issuable only in fully registered form, registered in the name of Cede & Co., as Bondowner and nominee for The Depository Trust Company ("DTC"), New York, New York. DTC will act as securities depository for the Bonds. Purchases of the Bonds will be made in book-entry form, in the denomination of $5,000 or any integral multiple thereof. See "THE BONDS - Book-Entry Transfer System" herein. Principal of the Bonds will be paid on June 15 of the years in which the Bonds mature. Interest on the Bonds will be payable semiannually on June 15 and December 15, commencing December 15, 2018, until maturity or redemption prior to maturity. Principal and semiannual interest on the Bonds will be paid by U. S. Bank National Association, Boston, Massachusetts, as Paying Agent. So long as DTC or its nominee, Cede & Co., is the Bondowner, such payments will be made directly to such Bondowner. Disbursement of such payments to the DTC Participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of the DTC Participants and Indirect Participants, as more fully described herein. The Bonds are subject to redemption prior to their stated maturity dates, as described herein. The Bonds will be valid general obligations of the City of Salem, Massachusetts, and will be payable as to both principal and interest from taxes that may be levied upon all the property within the territorial limits of the City, subject to the limit imposed by Chapter 59, Section 21C of the General Laws. _________________________ MATURITIES, AMOUNTS*, RATES, PRICES OR YIELDS AND CUSIPS Due Principal Interest Price or Cusip Due Principal Interest Price or Cusip June 15 Amount* Rate Yield 794199 June 15 Amount* Rate Yield 794199 2019$ 1,095,000 % % 2034$ 235,000 % % 2020 1,105,000 2035 245,000 2021 1,110,000 2036 250,000 2022 1,115,000 2037 255,000 2023 900,000 2038 265,000 2024 510,000 2039 270,000 2025 505,000 2040 285,000 2026 510,000 2041 300,000 2027 525,000 2042 310,000 2028 560,000 2043 325,000 2029 445,000 2044 350,000 2030 440,000 2045 360,000 2031 470,000 2046 370,000 2032 495,000 2047 385,000 2033 505,000 2048 405,000 _________________________ THE BONDS ARE OFFERED FOR SALE AT 11:00 A.M. EASTERN TIME ON WEDNESDAY, JUNE 13, 2018, AT HILLTOP SECURITIES INC., 54 CANAL STREET 3RD FLOOR, BOSTON, MASSACHUSETTS IN THE CASE OF SEALED PROPOSALS AND IN THE CASE OF ELECTRONIC PROPOSALS, VIA PARITY, IN THE MANNER SET FORTH IN THE NOTICE OF SALE. REFERENCE IS MADE TO THE NOTICE OF SALE DATED JUNE 7, 2018 FOR THE CONDITIONS OF SUCH SALE. The Bonds are offered subject to the final approving opinion of Locke Lord LLP, Boston, Massachusetts, Bond Counsel, as aforesaid, and to certain other conditions referred to herein and in the Notice of Sale. Hilltop Securities Inc., Boston, Massachusetts has acted as Financial Advisor to the City with respect to the Bonds. The Bonds in definitive form will be delivered to the successful bidder at DTC, or its custodial agent, on or about June 27, 2018 for settlement in federal funds. ________________________ *Preliminary, subject to change. This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under shallno circumstances this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in jurisdictionwould be in which such offer, solicitation, or sale unlawful prior to registration or qualification under the securities laws of any such jurisdiction. TABLE OF CONTENTS Page Page SUMMARY STATEMENT 3 Abatements and Overlay 44 NOTICE OF SALE 4 State Equalized Valuation 45 Exhibit 1 – Form of Issue Price Certificates 9 Tax Collections 45 Tax Titles and Possessions 46 PRELIMINARY OFFICIAL STATEMENT: Taxes Outstanding 46 THE BONDS: Sale of Tax Receivables 46 Description of the Bonds 15 Taxation to Meet Deficits 46 Redemption Provisions 15 Tax Limitations 47 Record Date 16 Unused Levy Capacity 48 Book-Entry Transfer System 16 Pledged Taxes 48 Authorization of the Bonds and Use of Proceeds 18 Community Preservation Act 49 Principal Payments By Purpose 20 Tax Exemption 20 CITY FINANCES: Risk of Future Legislative Changes and/or Court Decisions 21 The Budget and Appropriation Process 50 Rating 22 Operating Budget Trends 50 Security and Remedies 22 Education Reform 51 Opinion of Bond Counsel 24 Revenues 51 Financial Advisory Services of Annual Audits 53 Hilltop Securities Inc. 24 Financial Statements 53 Continuing Disclosure 24 Combined Balance Sheets - Fiscal Year Ending: June 30, 2017 54 THE CITY OF SALEM, MASSACHUSETTS: June 30, 2016 55 General 25 June 30, 2015 56 Principal Executive Officers 25 Comparative Statement of Revenues and Historical Information 25 Expenditures (General Fund) 2013-2017 57 Municipal Services 25 Unassigned General Fund Balance and Free Cash 62 Transportation 26 Stabilization Fund 62 Cultural and Historical Facilities 26 Retirement Stabilization Fund 62 Development and Investment 28 Investment of City Funds 63 Downtown Development 28 Tax Increment Financing for Development Districts 63 North River Canal Corridor Redevelopment 29 Waterfront Development 29 INDEBTEDNESS: Residential Development 31 General Information on Debt Authorization Institutional and Commercial Development in Other Areas 31 And Legal Limits 64 Public Infrastructure Projects 32 Types of Obligations 64 Transportation Projects 32 Direct Debt Summary 66 Parks and Recreation Projects 33 Authorized Unissued Debt 66 Other City Projects and Initiatives 34 Key Debt Ratios 67 Planning 36 Coverage of Qualified Debt Service 67 Parks and Recreation 37 Annual Debt Service Requirements 68 Community Preservation Projects 38 Overlapping Debt 69 Public School Enrollments 38 Contractual Obligations 69 Population Trends 38 Retirement Systems 70 Age, Income and Wealth Levels 39 City of Salem Contributory Retirement System 71 Labor Force, Employment and Unemployment Rate 39 Other Post-Employment Benefits 72 Employment by Industry 39 Collective Bargaining 73 Largest Employers 40 LITIGATION 73 Building Permits 40 Housing Values 41 APPENDIX A – AUDITED FINANCIAL STATEMENTS AS OF JUNE 30, 2017 PROPERTY TAXATION: Tax Levy Computation 42 APPENDIX B – PROPOSED FORM OF LEGAL OPINION Assessed and Equalized Valuations 43 Classification of Property 43 APPENDIX C – PROPOSED FORM OF CONTINUING Largest Taxpayers 44 DISCLOSURE CERTIFICATE _____________________________ The Preliminary Official Statement is not to be construed as a contract or agreement between the City and the purchasers or holders of any of the Bonds. Any statements made in this Preliminary Official Statement involving matters of opinion, whether or not expressly so stated, are intended merely as opinion and not as representations of fact. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Preliminary Official Statement nor any sale of the bonds described herein shall, under any circumstances, create any implication that there has been no change in the affairs of the City of Salem, since the date hereof. 2 SUMMARY STATEMENT The information set forth below is qualified in its entirety by the information and financial statements appearing elsewhere in the Official Statement. Date of Sale: Wednesday, June 13, 2018, 11:00 A.M. (E.T.). Location of Sale: Hilltop Securities Inc., 54 Canal Street, 3rd Floor, Boston, Massachusetts 02114. Issuer: City of Salem, Massachusetts. Issue: $14,900,000* General Obligation Municipal Purpose Loan of 2018 Bonds, see "THE BONDS - Book-Entry Transfer System" herein. Preliminary Official Statement Dated: June 7, 2018. Dated Date of the Bonds: Date of delivery. Principal Due: Serially June 15, 2019 through June 15, 2048, as detailed herein. Redemption: The Bonds are subject to redemption prior to their stated maturity dates, as described herein. Purpose and Authority: The Bonds are authorized for various municipal purposes under Chapter 44, Sections 7 and 8 of the Massachusetts General Laws as detailed herein. Security of the Bonds: The Bonds are valid general obligations of the City of Salem, and, to the extent not paid from other sources, the Bonds are payable from taxes which may be levied upon all taxable property within the territorial limits of the City, subject to the limit imposed by Chapter 59, Section 21C of the General Laws. Credit Rating: S&P Global Ratings has assigned a rating of AA to the Bonds. Bond Insurance: The City has not contracted for the issuance of any policy of municipal bond insurance or any other credit enhancement facility. Basis of Award: Lowest True Interest Cost (TIC), as of the dated date.
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