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STATE of HAWAII Ognsalysiebertcisneros Shank Morgan Stanley $250,875,000* J.P

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STATE of HAWAII Ognsalysiebertcisneros Shank Morgan Stanley $250,875,000* J.P PRELIMINARY OFFICIAL STATEMENT DATED JUNE 29, 2017 NEW ISSUE – BOOK-ENTRY ONLY RATINGS: see RATINGS herein In the opinion of Katten Muchin Rosenman LLP, Bond Counsel, under the existing statutes, interest on the Series 2017A Bonds is exempt from all taxation by the State and any county or any political subdivision thereof, except inheritance, transfer, estate and certain franchise taxes. Interest on the Series 2017A Bonds is not excludable from the gross income of owners thereof for federal income tax purposes. See “TAX MATTERS” herein. $250,875,000* STATE OF HAWAII AIRPORTS SYSTEM CUSTOMER FACILITY CHARGE REVENUE BONDS Series 2017A (Taxable) Dated: Date of Delivery Due: July 1 as shown on inside cover The above referenced series of Airports System Customer Facility Charge Revenue Bonds (the “Series 2017 Bonds”) are being issued for the purpose of funding: (i) the costs of design, development and construction of consolidated rental car facility projects at certain airports of the Airports System (defined herein) of the State of Hawaii (the “State”), (ii) the Rolling Coverage Fund Requirement and the Debt Service Reserve Fund Requirement for the Series 2017 Bonds, and (iii) certain costs of issuance relating to the Series 2017 Bonds. The Series 2017 Bonds are special limited obligations of the State, payable solely from and secured solely by the receipts from the collection of the Rental Motor Vehicle Customer Facility Charge imposed by the State on rental motor vehicle customers who use or benefit from rental car facilities at all airports in the Airports System. See the inside cover for maturities, principal amounts, interest rates, and yields of the Series 2017 Bonds. The Series 2017 Bonds shall be dated as of their date of delivery and shall bear interest from the date of delivery payable each July 1 and January 1, commencing January 1, 2018. The Series 2017 Bonds are subject to optional and mandatory redemption prior to maturity thereof upon the terms and conditions and at the price as described herein. The Series 2017 Bonds are issuable in fully registered form and when issued will be registered initially in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York. Purchases of the Series 2017 Bonds will be made in book-entry form only, through brokers and dealers who are, or who act through, DTC participants. Purchases of the Series 2017 Bonds will initially be made in denominations of $5,000 or integral multiples thereof. Beneficial owners of the Series 2017 Bonds will not receive physical delivery of Series 2017 Bond certificates so long as DTC or a successor securities depository acts as the securities depository with respect to the Series 2017 Bonds. So long as DTC or its nominee is the registered owner of the Series 2017 Bonds, payment of the principal of, and premium, if any, and interest on, the Series 2017 Bonds will be made directly to DTC or its nominee. Disbursement of such payments to DTC participants is the responsibility of DTC and disbursement of such payments to the beneficial owners is the responsibility of DTC participants (See “DESCRIPTION OF THE SERIES 2017 BONDS – Book-Entry Only System”). The Series 2017 Bonds do not constitute a general or moral obligation of the State nor a charge upon the general fund of the State. The full faith and credit of neither the State nor any political subdivision of the State is pledged to the payment of or as security for the Series 2017 Bonds. Neither the real property nor the improvements comprising the Airports System nor the revenues derived from operation of the Airports System have been pledged or mortgaged to secure payment of the Series 2017 Bonds. The Series 2017 Bonds are offered when, as and if issued, subject to the approval of legality by Katten Muchin Rosenman LLP, New York, New York, Bond Counsel. Certain legal matters will be passed upon for the Underwriters by their Counsel, Alston Hunt Floyd & Ing, Honolulu, Hawaii. It is expected that the Series 2017 Bonds in definitive form will be available for delivery on or about July _____, 2017. BofA Merrill Lynch J.P. Morgan RBC Capital Markets Barclays Capital Morgan Stanley Siebert Cisneros Shank & Co., L.L.C. Dated: July _____, 2017 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 a solicitation of an offer to buy, buy, to Under no circumstances shall this Preliminary to sell or a solicitation of an offer This Preliminary Official Statement constitute an offer contained herein are subject to completion or amendment. Official Statement and the information priorlaws of such jurisdiction. 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. $250,875,000* STATE OF HAWAII AIRPORTS SYSTEM CUSTOMER FACILITY CHARGE REVENUE BONDS SERIES 2017A (Taxable) Dated: Date of Delivery Due: July 1, as shown below Principal CUSIP Number Due July 1 Amount* Interest Rate Yield ( )† 2018 4,670,000 % % 2019 4,780,000 2020 4,900,000 2021 5,035,000 2022 5,185,000 2023 5,345,000 2024 5,525,000 2025 5,715,000 2026 5,915,000 2027 6,125,000 2028 6,355,000 2029 6,595,000 2030 6,860,000 2031 7,145,000 2032 7,460,000 $42,690,000* ____% Term Bonds due July 1, 2037, Price ___.___ CUSIP _______ $120,575,000* ____% Term Bonds due July 1, 2047, Price ___.___ CUSIP _______ * Preliminary, subject to change. † CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (“CGS”) is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright® 2017 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CGS. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the State, the Underwriter or their agents or counsel assume responsibility for the accuracy of such numbers. The information contained in this Official Statement has been obtained from the State of Hawaii and other sources deemed reliable. This Official Statement, which includes the cover page and appendices, does not constitute an offer to sell the Series 2017 Bonds in any state to any person to whom it is unlawful to make such offer in such state. No dealer, broker, salesman or other person has been authorized to give any information or to make any representations, other than those contained in this Official Statement, in connection with the offering of the Series 2017 Bonds, and, if given or made, such information or representation must not be relied upon. The information contained herein is subject to change without notice and neither the delivery of this Official Statement nor any sale hereunder at any time implies that the information contained herein is correct as of any time subsequent to its date. The Underwriters have provided the following paragraphs for inclusion in this Official Statement. THE SERIES 2017 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE SERIES 2017 BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. THE UNDERWRITERS HAVE REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE WITH, AND AS A PART OF, THEIR RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITERS DO NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. IN CONNECTION WITH THE OFFERING OF THE SERIES 2017 BONDS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICES OF THE SERIES 2017 BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. INFORMATION CONCERNING OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS OUTSIDE OF THE UNITED STATES For information concerning offering restrictions in certain jurisdictions outside of the United States, see APPENDIX I – “INFORMATION CONCERNING OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS OUTSIDE OF THE UNITED STATES” attached. STATE OF HAWAII David Y. Ige, Governor Shan S. Tsutsui, Lieutenant Governor DEPARTMENT OF TRANSPORTATION Director Ford N. Fuchigami Deputy Director, Airports Ross M. Higashi Deputy Director, Harbors Darrell T. Young Deputy Director, Highways Edwin H. Sniffen Deputy Director, Administration Jade T. Butay SPECIAL SERVICES Trustee MUFJ Union Bank, N.A. San Francisco, California Project Manager Ricondo & Associates, Inc. Chicago, Illinois Consultant ICF SH&E, Inc. San Francisco, California Bond Counsel Katten Muchin Rosenman LLP New York, New York Financial Advisor Public Financial Management, Inc. San Francisco, California TABLE OF CONTENTS INTRODUCTION ............................................................ 1 Economic Conditions ................................................ 34 Prospective Financial Information ............................... 2 Aviation Security Concerns ...................................... 35 THE SERIES 2017 BONDS ............................................. 2 Geopolitical Shift in U.S. Foreign Policy and General Provisions Regarding the Series 2017 Bonds 2 International Relations .............................................
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