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$251,795,000* the School District of Philadelphia General Obligation Bonds, Series a of 2018

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$251,795,000* the School District of Philadelphia General Obligation Bonds, Series a of 2018 PRELIMINARY OFFICIAL STATEMENT DATED MARCH 15, 2018 NEW ISSUE - BOOK-ENTRY-ONLY RATINGS: (See “Ratings” herein) In the opinion of Bond Counsel, under existing statutes, regulations, rulings and court decisions, interest on the Bonds will not be includible in gross income of the holders thereof for federal income tax purposes, assuming continuing compliance by the School District with the requirements of the Internal Revenue Code of 1986, as amended. Interest on the Bonds will not be a specific preference item for purposes of computing the federal alternative minimum tax (“AMT”) on individuals. Under the laws of the Commonwealth of Pennsylvania, as enacted and construed on the date hereof, the Bonds are exempt from personal property taxes and interest on the Bonds is exempt from Pennsylvania personal income tax and Pennsylvania corporate net income tax. See “TAX MATTERS” herein. $251,795,000* THE SCHOOL DISTRICT OF PHILADELPHIA GENERAL OBLIGATION BONDS, SERIES A OF 2018 Dated: Date of Delivery Due: As Shown on Inside Cover Page The $251,795,000* School District of Philadelphia General Obligation Bonds, Series A of 2018 (the “Bonds”) are issuable as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Bonds. Purchases of beneficial ownership interests in the Bonds will be made in book- entry-only form. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds. The Bonds will be issuable in denominations of $5,000 or any integral multiple thereof. Principal and interest on the Bonds will be paid by The Bank of New York Mellon Trust Company, N.A., Philadelphia, Pennsylvania, as sinking fund depository, fiscal agent, registrar and paying agent (the “Fiscal Agent”), directly to Cede & Co., as nominee for DTC, for redistribution by DTC to its participants and in turn to purchasers of the Bonds as described herein. See APPENDIX F attached hereto. Interest on the Bonds shall be paid on each September 1 and March 1, commencing on September 1, 2018. The proceeds of the Bonds are being used by The School District of Philadelphia (the “School District”) to pay: (i) the costs of certain capital projects to be undertaken by the School District; and (ii) the costs of issuance of the Bonds. The School District has covenanted that it will provide in its budget in each fiscal year, and will appropriate from its general revenues in each such fiscal year, the amount of the debt service payable on the Bonds for such fiscal year and will duly and punctually pay or cause to be paid from the sinking fund established for the Bonds under a resolution to be adopted by the School Reform Commission of the School District on March 22, 2018 (the “Resolution”), or from any of its other revenues or funds, the principal or redemption price of, and interest on, the Bonds at the dates and places and in the manner stated in the Bonds. The School District has pledged its full faith, credit and taxing power for such budgeting, appropriation and payment. Certain limitations on the taxing power of the School District are described herein. See “SECURITY FOR THE BONDS” and “APPENDIX A - SOURCES OF SCHOOL DISTRICT REVENUE.” The School District has further covenanted in the Resolution to make daily deposits into the sinking fund established for the Bonds of certain School District tax revenues. See “SECURITY FOR THE BONDS - Daily Sinking Fund Deposits.” The Public School Code of 1949, as amended (the “School Code”), provides that if a school district fails to pay (or provide for payment of) any principal or interest or the amount required as a sinking fund deposit on indebtedness of the school district, the Secretary of Education of the Commonwealth of Pennsylvania is required to withhold, out of any Commonwealth appropriation due to such school district, and to pay directly to the sinking fund depository for such bonds, an amount equal to the sum of the interest and principal amount maturing or subject to mandatory redemption or the amount required as a sinking fund deposit which is owing by such school district. The Bonds are entitled to the benefits of the intercept provisions of the School Code; however, the intercept provisions of the School Code are not part of any contract with the holders of the Bonds and may be amended or repealed by future legislation. See “SECURITY FOR THE BONDS - Direct Payment of State Appropriations to Fiscal Agent.” under the applicable securities laws of any such jurisdiction. The Bonds are subject to redemption as provided herein. See “DESCRIPTION OF THE BONDS.” This cover page contains certain information regarding the School District and the Bonds 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 regarding the Bonds. The Bonds are offered when, as and if issued to the Underwriters, subject to approval as to legality of issuance by Eckert Seamans Cherin & Mellott, LLC, Philadelphia, Pennsylvania, Bond Counsel. Certain legal matters will be passed upon for the School District by the Office of the General Counsel to the School District and for the Underwriters by their counsel Cozen O’Connor, Philadelphia, Pennsylvania. It is expected that the Bonds will be available for delivery in definitive form through DTC in New York, New York on or about __________, 2018. BofA Merrill Lynch PNC Capital Markets LLC Citigroup J.P. Morgan Janney Montgomery Scott Loop Capital Markets RBC Capital Markets Siebert Cisneros Shank & Co., L.L.C. Official Statement dated: _________, 2018 This Preliminary Official Statement and the information contained herein are subject to completion, amendment or other change without notice. The Bonds may not be sold nor may offers to buy be accepted prior to the time the Official Statement Statement Official the time to the prior be accepted to buy offers may nor sold be not may Bonds The notice. without change other or amendment completion, to subject are herein contained information the and Statement Official Preliminary This is delivered in final form. Under no circumstances shall the Preliminary Official Statement constitute an offer to sellbuy, or nor shall therethe solicitation be of any an offersale of to the Bonds inoffer, any jurisdictionsolicitation in which such or sale would be unlawful prior to registration qualification * Preliminary, subject to change. $251,795,000* THE SCHOOL DISTRICT OF PHILADELPHIA GENERAL OBLIGATION BONDS, SERIES A OF 2018 Due (September 1)* Amount* Interest Rate Yield Price CUSIP† NO. 2018 $ 5,000 2019 5,210,000 2020 5,450,000 2021 5,725,000 2022 6,020,000 2023 6,330,000 2024 6,655,000 2025 6,995,000 2026 7,355,000 2027 7,730,000 2028 8,130,000 2029 8,545,000 2030 8,985,000 2031 9,445,000 2032 9,930,000 2033 10,440,000 2034 10,975,000 2035 11,535,000 2036 12,125,000 2037 12,750,000 2038 13,405,000 $78,055,000* ____% Term Bonds Due September 1, 2043* Price:____ Yield:____ CUSIP† NO. † Registered trademark of American Bankers Association. CUSIP numbers are provided by Standard & Poor’s, CUSIP Service Bureau, a division of the McGraw-Hill Companies, Inc. The CUSIP numbers listed above are being provided solely for the convenience of Bondholders only at the time of issuance of the Bonds and the School District and the Underwriters do not make any representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specific maturity is subject to change after the issuance of the Bonds 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 secondary market enhancement by bondholders that may be applicable to all or a portion of certain maturities of the Bonds. The School District and the Underwriters have not undertaken responsibility for any CUSIP number changes resulting from the purchase of secondary market enhancement. * Preliminary, subject to change. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE ORDER AND PLACEMENT OF MATERIALS IN THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES, ARE NOT TO BE DEEMED TO BE A DETERMINATION OF RELEVANCE, MATERIALITY OR IMPORTANCE, AND THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES, MUST BE CONSIDERED IN ITS ENTIRETY. THE OFFERING OF THE BONDS IS MADE ONLY BY MEANS OF THIS ENTIRE OFFICIAL STATEMENT. No dealer, broker, salesman or other person has been authorized by the School District or the Underwriters 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 Bonds 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 herein has been obtained from the School District and other sources which are believed to be reliable, but, as to information from other sources, is not guaranteed as to accuracy or completeness by the School District.
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