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South Dakota Health and Educational Facilities Authority (The “Authority”) Will Issue Its $213,690,000* Revenue Bonds

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South Dakota Health and Educational Facilities Authority (The “Authority”) Will Issue Its $213,690,000* Revenue Bonds PRELIMINARY OFFICIAL STATEMENT DATED AUGUST 14, 2017 NEW ISSUE RATINGS: See “RATINGS” herein. BOOK-ENTRY ONLY Subject to compliance by the Authority and the Members of the Obligated Group with certain covenants, in the opinion of Bond Counsel, under present law, interest on the Series 2017 Bonds is excludable from gross income of the owners thereof for federal income tax purposes and is not included as an item of tax preference in computing the alternative minimum tax for individuals and corporations. See “TAX EXEMPTION” herein for a more complete discussion. $213,690,000* SOUTH DAKOTA HEALTH AND EDUCATIONAL FACILITIES AUTHORITY Revenue Bonds, Series 2017 (Regional Health) Dated: Date of Delivery Due: September 1, as shown on the inside front cover Maturities, Principal Amounts, Interest Rates, Yields/Prices and CUSIPs® as Shown on the Inside Front Cover The South Dakota Health and Educational Facilities Authority (the “Authority”) will issue its $213,690,000* Revenue Bonds, Series 2017 (Regional Health) (the “Series 2017 Bonds”) through a book-entry system under a Bond Trust Indenture dated as of September 1, 2017 (the “Bond Indenture”), between the Authority and The First National Bank in Sioux Falls, as bond trustee for the Series 2017 Bonds (the “Bond Trustee”), and loan the proceeds thereof to Regional Health, Inc., a South Dakota nonprofit corporation (the “Corporation”), for the purpose of financing the improvement of certain facilities of the Corporation and other Members of the Obligated Group (as defined herein) located in South Dakota and refunding all or a portion of certain outstanding bonds. See “PLAN OF FINANCE” herein. The Series 2017 Bonds will be issued as fully registered bonds without coupons in denominations of $5,000 or integral multiples thereof, and when issued, will be registered in the name of Cede & Co. as registered owner (the “Bondholder” or “Holder”) and nominee for The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for the Series 2017 Bonds. Purchases of beneficial ownership interests in the Series 2017 Bonds will be made in book-entry form. Purchasers will not receive certificates representing their beneficial interests in the Series 2017 Bonds purchased. The principal of and premium, if any, and interest on the Series 2017 Bonds will be paid by the Bond Trustee for the Series 2017 Bonds to Cede & Co., as long as Cede & Co. is the Bondholder. Disbursement of such payments to the DTC Direct Participants (as defined in APPENDIX F) is the responsibility of DTC and disbursement of such payments to the purchasers of beneficial ownership interests in the Series 2017 Bonds is the responsibility of DTC Direct Participants and Indirect Participants (as defined in APPENDIX F). See “APPENDIX F – BOOK-ENTRY ONLY SYSTEM” hereto. Interest on the Series 2017 Bonds will be payable on March 1 and September 1 of each year, commencing March 1, 2018, to the Holders of record as of the applicable Record Date, as defined in the Bond Indenture. The Series 2017 Bonds are subject to optional redemption, optional purchase, extraordinary redemption and mandatory redemption prior to maturity, all as set forth herein. See “THE SERIES 2017 BONDS – Redemption” herein. THE SERIES 2017 BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY, A BODY POLITIC AND CORPORATE AND PUBLIC INSTRUMENTALITY OF THE STATE OF SOUTH DAKOTA (THE “STATE”), PAYABLE SOLELY FROM REVENUES RECEIVED BY OR ON BEHALF OF THE AUTHORITY FROM PAYMENTS TO BE MADE BY THE MEMBERS OF THE OBLIGATED GROUP UNDER A MASTER INDENTURE (AS DEFINED HEREIN), AND SECURED UNDER THE PROVISIONS OF THE BOND INDENTURE. PURSUANT TO THE BOND INDENTURE, THE AUTHORITY HAS PLEDGED AND ASSIGNED CERTAIN RIGHTS OF THE AUTHORITY UNDER A LOAN AGREEMENT DATED AS OF SEPTEMBER 1, 2017 (THE “LOAN AGREEMENT”), BETWEEN THE AUTHORITY AND THE CORPORATION, AND A DIRECT NOTE OBLIGATION ISSUED BY THE CORPORATION UNDER THE MASTER INDENTURE AND DELIVERED TO THE AUTHORITY. THE SERIES 2017 BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY AND DO NOT CONSTITUTE OR CREATE ANY DEBT, LIABILITY OR OBLIGATION OF THE STATE OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF OTHER THAN THE AUTHORITY OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF IS PLEDGED TO THE PAYMENT OF THE SERIES 2017 BONDS. THE AUTHORITY HAS NO TAXING POWER. The Series 2017 Bonds are offered when, as and if issued and received by Piper Jaffray & Co. (the “Representative”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with the Representative, the “Underwriters”), subject to prior sale, to withdrawal or modification of the offer without any notice, and to the approval of legality of the Series 2017 Bonds by Chapman and Cutler LLP, Chicago, Illinois, Bond Counsel to the Authority. Certain legal matters will be passed upon for the Authority by its general counsel, Redstone Law Firm LLP, Sioux Falls, South Dakota. Certain legal matters will be passed upon for the Members of the Obligated Group by the General Counsel of the Corporation and counsel to the Members of the Obligated Group, Teresa Burroff, Esq. Certain legal matters will be passed upon for the Underwriters by counsel to the Representative, Dorsey & Whitney LLP, Minneapolis, Minnesota. It is expected that the Series 2017 Bonds in definitive form will be available for delivery to the Underwriters via DTC on or about September 7, 2017. The date of this Official Statement is August __, 2017. This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time of formal award by the issuer. Under by the issuer. formalaward buy be accepted prior to the time of to offers not be sold nor may These securities may This Preliminary contained herein are subject to completion or amendment. Official Statement and the information would be unlawful solicitation or sale sale of these securities jurisdictionbuy nor shall there be any in any in which such offer, to no circumstances shall this Preliminary to sell or the solicitation of an offer Official Statement constitute an offer such jurisdiction.prior of any or qualification under the securities to registration laws * Preliminary, subject to change. SUMMARY OF THE OFFERING $213,690,000* SOUTH DAKOTA HEALTH AND EDUCATIONAL FACILITIES AUTHORITY Revenue Bonds, Series 2017 (Regional Health) Maturity Principal Interest (September 1) Amount Rate Yield Price CUSIP® $__________ ____% Term Bonds due September 1, 20__ priced at _______% to yield _____%, CUSIP® $__________ ____% Term Bonds due September 1, 20__ priced at _______% to yield _____%, CUSIP® * Preliminary, subject to change. ® CUSIP is a registered trademark of the American Bankers Association (“ABA”). CUSIP data herein is provided by CUSIP Global Services, managed by S&P Global Market Intelligence on behalf of ABA, and is set forth herein for convenience for reference only. Neither the Authority, nor the Underwriters or the Members of the Obligated Group are responsible for the selection of CUSIP numbers and none make any representation as to their correctness on the Series 2017 Bonds or as set forth in this Official Statement. ISSUER South Dakota Health and Educational Facilities Authority OBLIGATED GROUP Regional Health, Inc. Rapid City Regional Hospital, Inc. Regional Health Network, Inc. Regional Health Physicians, Inc. UNDERWRITERS Piper Jaffray & Co. Minneapolis, Minnesota Bank of America Merrill Lynch New York, New York BOND COUNSEL Chapman and Cutler LLP Chicago, Illinois COUNSEL TO THE AUTHORITY Redstone Law Firm LLP Sioux Falls, South Dakota COUNSEL TO THE UNDERWRITERS Dorsey & Whitney LLP Minneapolis, Minnesota TRUSTEE The First National Bank in Sioux Falls REGARDING USE OF THIS OFFICIAL STATEMENT No dealer, broker, salesperson or other person has been authorized by the Authority, the Members of the Obligated Group or the Underwriters to give information or to make any representations with respect to the Series 2017 Bonds, other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, and there shall not be any sale of the Series 2017 Bonds, in any jurisdiction in which it is unlawful to make such offer, solicitations or sale. Certain information contained herein has been obtained from the Members of the Obligated Group, DTC and other sources which are believed to be reliable, but is not guaranteed as to accuracy or completeness by, and is not to be construed to be the representations of, the Authority or the Underwriters. 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 any of the parties referred to above since the date hereof. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY EFFECT CERTAIN TRANSACTIONS THAT STABILIZE THE PRICE OF THE SERIES 2017 BONDS. SUCH TRANSACTIONS MAY CONSIST OF BIDS OR PURCHASES FOR THE PURPOSE OF MAINTAINING THE PRICE OF THE SERIES 2017 BONDS. IN ADDITION, IF THE UNDERWRITERS OVERALLOT (THAT IS, SELL MORE THAN THE AGGREGATE PRINCIPAL AMOUNT OF THE SERIES 2017 BONDS SET FORTH ON THE COVER PAGE OF THIS OFFICIAL STATEMENT) AND THEREBY CREATE A SHORT POSITION IN THE SERIES 2017 BONDS IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY REDUCE THAT SHORT POSITION BY PURCHASING SERIES 2017 BONDS IN THE OPEN MARKET.
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