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(Allegheny County, Pennsylvania) UPMC REVENUE BONDS, SERIES 2012

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(Allegheny County, Pennsylvania) UPMC REVENUE BONDS, SERIES 2012 PRELIMINARY OFFICIAL STATEMENT DATED JULY 13, 2012 NEW ISSUE—BOOK ENTRY ONLY RATINGS: Moody’s: S&P: Fitch: (See “RATINGS” herein) In the opinion of Bond Counsel, under existing law and assuming continuing compliance by the Monroeville Finance Authority (the “Authority”) and UPMC (the “Corporation”) with certain covenants related to the Internal Revenue Code of 1986, as amended (the “Code”), interest on the 2012 Bonds (including any original issue discount properly allocable to an owner thereof) is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax; however, interest with respect to the 2012 Bonds may be taken into account in determining “adjusted current earnings” for purposes of computing the alternative minimum tax on certain corporations. Bond Counsel’s opinion assumes compliance by the Authority and the Corporation with all requirements of the Code that must be satisfied subsequent to the issuance of the 2012 Bonds in order that the interest thereon be, and continue to be, excludable from gross income for federal income tax purposes. Furthermore, in the opinion of Bond Counsel, the 2012 Bonds are exempt from personal property taxes in Pennsylvania and the interest on the 2012 Bonds is exempt from Pennsylvania corporate net income tax and personal income tax. See “TAX EXEMPTION AND OTHER TAX MATTERS”. $420,000,000* MONROEVILLE FINANCE AUTHORITY (Allegheny County, Pennsylvania) UPMC REVENUE BONDS, SERIES 2012 DATED: Date of Delivery MATURITY: February 15, As shown herein The UPMC Revenue Bonds, Series 2012 (the “2012 Bonds”), being issued by the Monroeville Finance Authority (the “Authority”), will be issued as fully registered bonds and initially registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), New York, New York, which will act as securities depository for the 2012 Bonds. Purchasers will not receive certificates representing their ownership interest in the 2012 Bonds. So long as Cede & Co. is the registered owner, as nominee of DTC, references herein to “Owners”, “registered owners” or “Bondholders” shall mean Cede & Co., as aforesaid, and shall not mean the beneficial owners of the 2012 Bonds. Beneficial ownership of the 2012 Bonds may be acquired in denominations of $5,000 or any multiple thereof. Principal of and interest on the 2012 Bonds will be paid by The Bank of New York Mellon Trust Company, N.A., Pittsburgh, Pennsylvania, as trustee and paying agent (the “Bond Trustee”). So long as DTC or its nominee, Cede & Co., is the registered owner, such payments will be made directly to Cede & Co. Disbursements of such payments to the DTC Participants is the responsibility of DTC and disbursements of such payments to the beneficial owners is the responsibility of the DTC Participants and the Indirect Participants, as more fully described herein. Interest will be payable semiannually on each February 15 and August 15, commencing February 15, 2013, by check mailed to the registered owners as of the close of business on the applicable record date preceding each Interest Payment Date. The 2012 Bonds are subject to redemption prior to maturity as set forth herein. The 2012 Bonds will be issued pursuant to a Trust Indenture, dated as of July 15, 2012 (the “Bond Indenture”), between the Authority and the Bond Trustee. The principal of, premium, if any, and interest on the 2012 Bonds will be payable solely from, and secured by, the Authority’s pledge and assignment to the Bond Trustee of the Trust Estate, which includes payments to be made under a Loan Agreement, dated as of July 15, 2012 (the “Loan Agreement”), between the Authority and UPMC (the “Corporation”), a Pennsylvania nonprofit corporation doing business as the University of Pittsburgh Medical Center. The payment obligations of the Corporation under the Loan Agreement will be evidenced and secured by, among other things, the issuance by the Corporation of a promissory note (the “2007 MTI Note”) to the Authority and assigned to the Bond Trustee, pursuant to the terms of a Master Trust Indenture, dated as of May 1, 2007, as supplemented (the “2007 Master Indenture”), between the Corporation and The Bank of New York Mellon Trust Company, N.A., as master trustee. The Corporation, UPMC Presbyterian Shadyside, Magee-Womens Hospital of University of Pittsburgh Medical Center, UPMC Passavant and UPMC St. Margaret are all of the members of the obligated group under the 2007 Master Indenture (the “Obligated Group”). The 2007 MTI Note will be an obligation issued under the 2007 Master Indenture secured by a pledge of the Obligated Group’s gross revenues. THE 2012 BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM THE TRUST ESTATE. NEITHER THE PRINCIPAL OF THE 2012 BONDS, NOR THE INTEREST ACCRUING THEREON, SHALL EVER CONSTITUTE A GENERAL INDEBTEDNESS OF THE AUTHORITY OR AN INDEBTEDNESS OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION OR INSTRUMENTALITY THEREOF, INCLUDING THE COUNTY OF ALLEGHENY OR THE MUNICIPALITY OF MONROEVILLE, WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION WHATSOEVER OR SHALL EVER CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION OR INSTRUMENTALITY THEREOF, INCLUDING THE COUNTY OF ALLEGHENY OR THE MUNICIPALITY OF MONROEVILLE, NOR WILL THE 2012 BONDS BE, OR BE DEEMED TO BE, AN OBLIGATION OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION OR INSTRUMENTALITY THEREOF, INCLUDING THE COUNTY OF ALLEGHENY OR THE MUNICIPALITY OF MONROEVILLE. THE AUTHORITY HAS NO TAXING POWER. The 2012 Bonds are offered when, as and if issued by the Authority and accepted by the Underwriters, subject to prior sale, withdrawal or modification of the offer without notice, and subject to the approving legal opinion of Campbell & Levine, LLC, Pittsburgh, Pennsylvania, Bond Counsel, to be furnished upon delivery of the 2012 Bonds. Certain legal matters will be passed upon for the Authority by its counsel, Bruce Dice & Associates, Pittsburgh, Pennsylvania; for the Corporation by its counsel, Eckert Seamans Cherin & Mellott, LLC, Pittsburgh, Pennsylvania; and for the Underwriters by their counsel, Kutak Rock LLP, Philadelphia, Pennsylvania. It is expected that the 2012 Bonds will be available for delivery on or about ___________, 2012. This cover page is for quick reference only and does not summarize the issue. Investors must read the entire Official Statement to obtain information essential to an informed investment decision. Unless otherwise indicated, capitalized terms used above have the meanings given to them in the Official Statement. RBC CAPITAL MARKETS J.P. Morgan BofA Merrill Lynch BNY Mellon Capital Markets, LLC The Huntington Investment Company This is a Preliminary Official Statement and the information contained herein is subject to completion and amendment. Under no circumstances shall this Preliminary Official Statement constituteoffer an to sell or the solicitation ofoffer an to buy nor shall there be solicitation or sale would be unlawful under the laws of such jurisdiction. in any jurisdiction which such offer, hereby, any sale of the securities offered * Preliminary, subject to change. $420,000,000* MONROEVILLE FINANCE AUTHORITY (Allegheny County, Pennsylvania) UPMC REVENUE BONDS SERIES 2012 MATURITIES, PRINCIPAL AMOUNTS, COUPONS, YIELDS AND CUSIPS Maturity Principal (February 15) Amount Coupon Yield CUSIP** * Preliminary, subject to change. **The above CUSIP (Committee on Uniform Securities Identification Procedures) numbers have been assigned by an organization not affiliated with the Authority, the Corporation or the Underwriters, and such parties are not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers are included solely for the convenience of bondholders and no representation is made as to the correctness of such CUSIP numbers. CUSIP numbers assigned to securities may be changed during the term of such securities based on a number of factors including, but not limited to, the refunding or defeasance of such issue or the use of secondary market financial products. Neither the Authority, the Corporation nor the Underwriters have agreed to, and there is no duty or obligation, to update this Official Statement to reflect any change or correction in the CUSIP numbers set forth above. REGARDING USE OF THIS OFFICIAL STATEMENT The information set forth herein under the caption “THE AUTHORITY” and “MATERIAL LITIGATION – The Authority” has been provided by the Authority. The information set forth herein under the caption “BOOK-ENTRY ONLY SYSTEM” has been furnished by The Depository Trust Company. All other information set forth herein has been provided by the Corporation or obtained from other sources identified herein that are believed to be reliable. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement, nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in the affairs of the Authority, The Depository Trust Company, the Corporation, the Subsidiary Hospitals (as defined herein) or any other entity referred to or described herein since the date hereof or the date as of which particular information is given, if earlier. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representation other than those contained herein and, if given or made, such other information or representations should not be relied upon and in any case must not be relied upon as having been authorized by the Authority, the Underwriters, the Corporation or any other person. 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 2012 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract or agreement between the Authority, the Corporation or the Underwriters and the purchasers or owners of any 2012 Bonds.
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