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County of Wayne PRELIMINARY OFFICIAL STATEMENT DATED JUNE 10, 2016 NEW ISSUE RATING: S&P: SP-1 BOOK-ENTRY-ONLY (See “RATING” herein) In the opinion of Co-Note Counsel, under existing law, (1) the interest on the Notes is included in gross income of the holders of the Notes for purposes of federal income taxation, and (2) the Notes and the interest on the Notes, though not the gain realized from their sale or other disposition, are exempt from taxation by the State of Michigan or by any taxing authority within the State of Michigan. See “Federally Taxable Obligations” and “State Tax Exemption” herein. $173,200,000* COUNTY OF WAYNE STATE OF MICHIGAN TAX REVENUE NOTES, SERIES 2016 (General Obligation Limited Tax--Federally Taxable Obligations) CUSIP®: _________† Dated: Date of Delivery Interest Rate: ____% Price: ____% Due: December 1, 2018 The Tax Revenue Notes, Series 2016 (General Obligation Limited Tax—Federally Taxable Obligations) (the “Notes”) are issued by the Wayne County Treasurer (the “County Treasurer”) on behalf of himself and the County of Wayne, State of Michigan (the “County”), and its constituent local taxing units pursuant to Section 87f of Act 206, Public Acts of Michigan, 1893, as amended, and Act 94, Public Acts of Michigan, 1933, as amended, and pursuant to a resolution adopted by the Wayne County Board of Commissioners on May 19, 2016 (the “County Resolution”), an authorizing order signed by the County Treasurer on June 8, 2016 (the “Authorizing Order”) and a sale order signed by the County Treasurer on June __, 2016 (the “Sale Order;” and together with the Authorizing Order, the “Note Order”). The Notes are being issued for the purpose of: (i) funding in whole or in part a delinquent tax revolving fund; and (ii) paying the cost of issuance of the Notes. The Notes are secured by a statutory lien on all delinquent ad valorem real property taxes owed in 2015 to the County and the Local Units (as defined herein) which remained unpaid on March 1, 2016 and that remained delinquent, outstanding and uncollected on June 1, 2016 (the “Delinquent Taxes”), and, to the extent held in the 2016 Delinquent Tax Revolving Fund (as defined herein), on all other property and assets and any revenues derived from the Delinquent Taxes and other property or assets. The Notes are further secured by a note reserve account (together with all moneys and other property held in or credited to the note reserve account and proceeds, products, profits and other all investment earnings thereon, the “Note Reserve Account”) with an initial balance of $17,320,000* funded from monies held, and heretofore unpledged, by the County which represents 10% of the par amount of the Notes. The Delinquent Taxes and other Pledged Tax Revenues (as defined herein) and the Note Reserve Account will be pledged by the County Treasurer and secured under a Debt Retirement Trust Indenture dated as of June 1, 2016 (the “Trust Indenture”) by and among the County Treasurer, the County and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), to be used for the sole purpose of paying principal of, premium, if any, and interest on the Notes. See “SECURITY FOR THE NOTES” herein. In addition, the Notes are a general obligation of the County, secured pursuant to a resolution adopted by its Board of Commissioners and by a pledge of its full faith and credit, which includes the County’s limited tax obligation, within applicable constitutional and statutory limits, and its general funds. In the event and to the extent that monies required to pay such principal and interest are not collected from the aforementioned pledged monies, the County is obligated to advance from its general fund monies sufficient to pay such principal and interest. However, the County does not have the power to levy any additional taxes for the payment of the Notes in excess of its constitutional and statutory limits. See “SECURITY FOR THE NOTES – Limited Tax General Obligation” herein. The Notes will be issued only as fully registered Notes without coupons, and when issued, will be registered in the name of Cede & Co., as Noteholder and nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Notes, as described herein. Purchases of beneficial interests in the Notes will be made in book-entry-only form, in the denominations of $5,000 each or any integral multiple of $1,000 in excess thereof. Purchasers will not receive certificates representing their interest in the Notes. So long as Cede & Co. is the Noteholder, as nominee of DTC, references herein to the Noteholders or registered owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners of the Notes. See “BOOK-ENTRY-ONLY SYSTEM” herein. Interest on the Notes will be payable semiannually on June 1 and December 1 of each year commencing on December 1, 2016. The Notes will be registered notes, of the denominations of $5,000 each or any integral multiple of $1,000 in excess thereof not exceeding for each maturity the principal amount of such maturity. The principal and interest will be paid by the County Treasurer to The Bank of New York Mellon Trust Company, N.A., Detroit, Michigan (the “Paying Agent”) or such other Paying Agent as the County Treasurer may hereafter designate. Interest shall be paid when due to the registered owner as shown by the registration books as of the fifteenth (15th) day of the month preceding the payment date of each interest payment. Payment of principal and interest to Beneficial Owners shall be made as described in “BOOK-ENTRY-ONLY SYSTEM” herein. The Notes are subject to redemption prior to maturity. See “THE NOTES – Optional Redemption” and “– Mandatory Redemption” herein. The Notes are offered when, as and if issued by the County Treasurer and subject to receipt of the approving opinion of Axe & Ecklund, P.C., Grosse Pointe Farms, Michigan, and Lewis & Munday, A Professional Corporation, Detroit, Michigan, as Co-Note Counsel. Certain legal matters will be passed upon for the County Treasurer by its special bankruptcy counsel Orrick, Herrington & Sutcliffe LLP, New York, New York, and by Axe & Ecklund, P.C., Grosse Pointe Farms, Michigan, and Lewis & Munday, a Professional Corporation, Detroit, Michigan, Co-Note Counsel and by Zenna Faraj Elhasan, Esq., Wayne County Corporation Counsel, Detroit, Michigan. Certain legal matters will be passed upon for the Underwriter by its counsel, Dickinson Wright PLLC, Detroit, Michigan. It is expected that delivery of the Notes will be made in New York, New York on or about June __, 2016. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. There are numerous Noteholders’ Risks that prospective investors should carefully consider before making an investment decision regarding the Notes. See “NOTEHOLDERS’ RISKS” herein. BofA MERRILL LYNCH Dated: __________, 2016 * Preliminary; subject to change. † CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor’s Financial Services LLC business, a subsidiary of The McGraw Hill Companies, Inc. CUSIP numbers have been assigned by an independent company not affiliated with the County or the Underwriter and are included solely for the convenience of the holders of the Notes. Neither the County nor the Underwriter is responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Notes or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the execution and delivery of the Notes as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors This Preliminary Official Statement and the information contained herein are subject to completion or amendment without notice. These securities may not be sold nor may an offer to buy be accepted prior Statement is Official to the time to an offer may sold nor not be These securities may This Preliminary amendment without notice. herein are subject to completion or contained and the information Official Statement solicitation any sale of the securitiesany jurisdiction nor shall there be in in which such offer, buy, to Under no circumstances shall this Preliminary to sell or the solicitation of an offer Official Statement constitute an offer form. in final delivered be unlawful. or sale would that is applicable to all or a portion of the Notes. No dealer, broker, salesman or other person has been authorized by the County or the County Treasurer to give any information or to make any representations, 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, nor shall there be any sale of the Notes by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth in this Official Statement has been obtained from the County and the County Treasurer and other sources which are believed to be reliable, including The Depository Trust Company with respect to the information contained under the heading BOOK-ENTRY-ONLY SYSTEM, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the County or the County Treasurer.
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