Miami-Dade County Attorney
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PRELIMINARY OFFICIAL STATEMENT DATED: JULY 26, 2016 NEW ISSUE – BOOK-ENTRY ONLY RATINGS: See “RATINGS” In the opinion of Squire Patton Boggs (US) LLP and D. Seaton and Associates, P.A., Bond Counsel, under existing law (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the Tax-Exempt 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, and (ii) the Series 2016 Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended. Interest on the Tax-Exempt Bonds may be subject to certain federal taxes imposed only on certain corporations, including the corporate alternative minimum tax on a portion of that interest. INTEREST ON THE TAXABLE BONDS IS NOT EXCLUDED FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES. For a more complete discussion of the tax aspects relating to the Series 2016 Bonds, see “TAX MATTERS” herein. MIAMI-DADE COUNTY, FLORIDA $365,025,000* $377,050,000* Aviation Revenue Refunding Bonds Aviation Revenue Refunding Bonds Series 2016A (Non-AMT) Series 2016B (Taxable) Dated: Date of delivery Due: October 1, as shown on inside cover page Miami-Dade County, Florida (the “County”) is issuing its $365,025,000* Aviation Revenue Refunding Bonds, Series 2016A (Non-AMT) (the “Tax- Exempt Bonds”) and its $377,050,000* Aviation Revenue Refunding Bonds, Series 2016B (Taxable) (the “Taxable Bonds” and, together with the Tax-Exempt Bonds, the “Series 2016 Bonds”). The Series 2016 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 2016 Bonds. So long as the Series 2016 Bonds are in book-entry form, purchases of beneficial interests in the Series 2016 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 2016 BONDS.” Interest on the Series 2016 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, 2016. Principal of and interest on the Series 2016 Bonds will be payable at the corporate trust offices of The Bank of New York Mellon (successor in interest to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”), in New York, New York. So long as DTC or its nominee is the registered owner of the Series 2016 Bonds, payments of the principal of and interest on the Series 2016 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 2016 BONDS – Book-Entry Only System.” Certain of the Series 2016 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 2016 BONDS – Redemption.” The Series 2016 Bonds are being issued for the purposes of: (a) refunding and redeeming, together with certain other legally available funds of the Miami-Dade County Aviation Department, all or a portion of certain Outstanding aviation revenue bonds of the County as described in this Official Statement; and (b) paying certain costs of issuance relating to the Series 2016 Bonds. See “INTRODUCTION” and “PLAN OF REFUNDING.” THE SERIES 2016 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 2016 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 2016 BONDS. THE ISSUANCE OF THE SERIES 2016 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 2016 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 2016 BONDS UNDER THE TRUST AGREEMENT. See the inside cover page for maturities, principal amounts, initial CUSIP numbers, interest rates, yields and prices of the Series 2016 Bonds. This cover page contains information for quick reference only. It is not a summary of the Series 2016 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 2016 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 Squire Patton Boggs (US) LLP, Miami, Florida and D. Seaton and Associates, P.A., Miami, Florida, Bond Counsel to the County. 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 Liebler, Gonzalez & Portuondo, Miami, Florida, Disclosure Counsel. Certain legal matters will be passed upon for the Underwriters by their counsel, Moskowitz, Mandell, Salim & Simowitz, P.A., Fort Lauderdale, Florida. The Financial Advisor to the Miami-Dade County Aviation Department is FirstSouthwest, a Division of Hilltop Securities Inc., Miami, Florida. It is expected that the Series 2016 Bonds will be available for delivery through DTC in New York, New York on or about August 25, 2016. BofA Merrill Lynch Cabrera Capital Markets, LLC J.P. Morgan Ramirez & Co., Inc. Rice Financial Products Company Barclays Capital Inc. Blaylock Beal Van, LLC Citigroup Drexel Hamilton Estrada Hinojosa & Company, Inc. Loop Capital Markets Morgan Stanley Raymond James RBC Capital Markets Dated: ________, 2016 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, INITIAL CUSIP NUMBERS(1), INTEREST RATES, YIELDS AND PRICES OF THE SERIES 2016 BONDS $365,025,000(2) AVIATION REVENUE REFUNDING BONDS SERIES 2016A (NON-AMT) Maturity Principal Initial Interest (October 1) Amount CUSIP No. (1) Rate Yield Price $________ ___% Term Bonds due October 1, _____, priced at ____ to yield ___%, CUSIP No.(1) _______ $________ ___% Term Bonds due October 1, _____, priced at ____ to yield ___%, CUSIP No.(1) _______ $377,050,000(2) AVIATION REVENUE REFUNDING BONDS SERIES 2016B (TAXABLE) Maturity Principal Initial Interest (October 1) Amount CUSIP No. (1) Rate Yield Price $________ ___% Term Bonds due October 1, _____, priced at ____ to yield ___%, CUSIP No.(1) _______ (1) $________ ___% Term Bonds due October 1, _____, priced at ____ to yield ___%, CUSIP No. _______ (1) Neither the County nor the Underwriters assume responsibility for the use of CUSIP numbers, nor is any representation made as to their correctness. The CUSIP numbers are included solely for the convenience of the readers of this Official Statement. (2) Preliminary, subject to change MIAMI-DADE COUNTY, FLORIDA Carlos A. Gimenez, Mayor MEMBERS OF THE BOARD OF COUNTY COMMISSIONERS Jean Monestime, Chairman Esteban Bovo, Jr., Vice Chairman Name District Name District Barbara J. Jordan 1 Daniella Levine Cava 8 Jean Monestime 2 Dennis C. Moss 9 Audrey M. Edmonson 3 Senator Javier D. Souto 10 Sally A. Heyman 4 Juan C. Zapata 11 Bruno A. Barreiro 5 José “Pepe” Diaz 12 Rebeca Sosa 6 Esteban Bovo, Jr. 13 Xavier L. Suarez 7 COUNTY CLERK COUNTY ATTORNEY Harvey Ruvin Abigail Price-Williams, Esq. DEPUTY MAYOR / FINANCE DIRECTOR Edward Marquez AVIATION DEPARTMENT Emilio T. González, Ph.D. Aviation Director Kenneth A. Pyatt Deputy Aviation Director Sandra Bridgeman, CPA Chief Financial Officer Oscar Aguirre Capital Finance Manager BOND COUNSEL Squire Patton Boggs (US) LLP D. Seaton and Associates, P.A. Miami, Florida Miami, Florida DISCLOSURE COUNSEL Nabors, Giblin & Nickerson, P.A. Liebler, Gonzalez & Portuondo Tampa, Florida Miami, Florida FINANCIAL ADVISOR FirstSouthwest, a Division of Hilltop Securities Inc. Miami, Florida INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS KPMG LLP Miami, Florida NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE COUNTY, THE MIAMI-DADE COUNTY AVIATION DEPARTMENT (THE “AVIATION DEPARTMENT”) OR THE UNDERWRITERS TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN AS SET FORTH IN THIS OFFICIAL STATEMENT AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COUNTY, THE AVIATION DEPARTMENT OR THE UNDERWRITERS.