5045000* CITY of SOUTH BEND, INDIANA General Obligation Bonds
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NEW ISSUE RATING: S&P “__” BOOK-ENTRY-ONLY See “RATING” herein Preliminary Official Statement Dated March 6, 2018 In the opinion of Barnes & Thornburg LLP, South Bend, Indiana, under existing laws, interest on the Bonds (as hereinafter defined) is excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended and in effect on the date of issuance of the Bonds. In the opinion of Barnes & Thornburg LLP, South Bend, Indiana, under existing laws, interest on the Bonds is exempt from income taxation in the State of Indiana, except for the financial institutions tax. (See “TAX MATTERS” and Appendix F herein.) $5,045,000* CITY OF SOUTH BEND, INDIANA General Obligation Bonds, Series 2018 Dated: Date of Delivery Due: January 15 and July 15 as shown on Anticipated Delivery Date: March 29, 2018 the inside front cover ANTICIPATED BOND SALE: March 15, 2018 11:00 A.M. E.D.T. (Local Time) Upon 24 Hours’ Notice Electronic and Sealed Bids The City of South Bend, Indiana General Obligation Bonds, Series 2018 (the “Bonds”) are being issued by the City of South Bend, Indiana (the "City") pursuant to Indiana Code 36-4-6-19, Indiana Code 6-1.1-20-1, and other applicable provisions of the Indiana Code, as amended and as in effect on the issue date of the Bonds (the “Act”) and pursuant to Ordinance No. 10576-18 approved by the Common Council of the City on January 22, 2018 (the “Ordinance”). The principal of and premium, if any, on the Bonds shall be payable in lawful money of the United States of America at the designated office of U.S. Bank National Association (the “Registrar” and “Paying Agent”). Interest will be payable on January 15 and July 15 of each year, beginning July 15, 2018. The Bonds are issuable only 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). Purchasers of beneficial interests in the Bonds will be made in book-entry-only form, in the denomination of $5,000 or any integral multiple thereof. Purchasers of beneficial interests in the Bonds (the “Beneficial Owners”) will not receive physical delivery of certificates representing their interests in the Bonds. So long as DTC or its nominee is the registered owner of the Bonds, principal of and interest on the Bonds will be paid directly to DTC by the Paying Agent. The final disbursement of such payments to the Beneficial Owners of the Bonds will be the responsibility of the Direct Participants and Indirect Participants, all as defined and more fully described herein. (See “DESCRIPTION OF THE BONDS” herein.) The Bonds are being issued by the City for the purpose of (i) financing the replacement of current Fire Station 9 with a newly constructed station at the corner of Mishawaka Avenue and 21st Street in the City, (ii) financing the construction of an additional classroom building on the grounds of the Luther J Taylor Sr. Fire Training Center (collectively, the "Projects"), (iii) providing payment of preliminary expenses related thereto and all incidental expenses incurred in connection therewith (all of which are deemed to be a part of the Projects), (iv) funding a debt service reserve fund, and (v) paying costs of selling and issuing the Bonds. (See “PURPOSE OF THE BOND ISSUE” herein.) The Bonds are, as to all principal thereof and interest due thereon, general obligations of the City payable from ad valorem property taxes on all taxable property within the City, to the extent other revenues of the City are not sufficient for such purpose. The City reasonably expects to pay debt service on the Bonds from a combination of Emergency Medical Service Revenues (the “EMS Revenues”), Local Income Tax Revenues (the “LIT Revenues”), and tax increment finance revenues from the River East Development Area (the “TIF Revenues”) (collectively, the “Revenues”), expected to be received by the City and, if such Revenues are ever insufficient, from a tax levied by the City for such purpose. (See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein.) The Bonds are subject to optional redemption prior to maturity. If term bonds are issued, they will be subject to mandatory sinking fund redemption. (See “REDEMPTION PROVISIONS” herein.) PURSUANT TO THE PROVISIONS OF THE ACT AND THE ORDINANCE, THE PRINCIPAL OF THIS BOND AND ALL OTHER BONDS OF SAID ISSUE AND THE INTEREST DUE THEREON ARE PAYABLE AS A GENERAL OBLIGATION OF THE CITY, FROM AN AD VALOREM PROPERTY TAX TO BE LEVIED ON ALL TAXABLE PROPERTY WITHIN THE CITY TO THE EXTENT REVENUES OF THE CITY ARE NOT SUFFICIENT FOR SUCH PURPOSE. (SEE “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” HEREIN.) IN CONNECTION WITH ANY ACQUISITION OF THE BONDS BY FINANCIAL INSTITUTIONS, THE BONDS WILL NOT BE DEEMED TO BE “QUALIFIED TAX-EXEMPT OBLIGATIONS” FOR PURPOSES OF SECTION 265(b)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The City has authorized the distribution of this Official Statement to prospective purchasers and other interested parties. The City has deemed this Official Statement “nearly final” as of the date hereof, subject to including certain additional information available after the sale of the Bonds, all in accordance with the provisions of Rule 15c2-12 of the United States Securities and Exchange Commission. * Preliminary, subject to change. $5,045,000* CITY OF SOUTH BEND, INDIANA General Obligation Bonds, Series 2018 Base CUSIP (________) The Bonds are payable on January 15 and July 15 in the years and in the amounts as follows: Date Principal* Date Principal* 7/15/18$ 55,000 7/15/28$ 120,000 1/15/19 60,000 1/15/29 125,000 7/15/19 70,000 7/15/29 130,000 1/15/20 75,000 1/15/30 130,000 7/15/20 75,000 7/15/30 135,000 1/15/21 80,000 1/15/31 140,000 7/15/21 85,000 7/15/31 150,000 1/15/22 80,000 1/15/32 145,000 7/15/22 90,000 7/15/32 155,000 1/15/23 85,000 1/15/33 155,000 7/15/23 95,000 7/15/33 165,000 1/15/24 90,000 1/15/34 165,000 7/15/24 95,000 7/15/34 175,000 1/15/25 100,000 1/15/35 175,000 7/15/25 100,000 7/15/35 185,000 1/15/26 105,000 1/15/36 185,000 7/15/26 110,000 7/15/36 195,000 1/15/27 110,000 1/15/37 200,000 7/15/27 120,000 7/15/37 210,000 1/15/28 115,000 1/15/38 210,000 * Preliminary, subject to change. The City reserves the right to adjust principal amounts within maturities of the Bonds to achieve approximate level annual debt service based upon the rates by the successful bidder. If the maximum principal amount of the Bonds issued decreases, the City reserves the right to adjust principal amounts within maturities based on the parameters set forth in this paragraph. i This Official Statement does not constitute an offering of any security, other than the original offering of the Bonds. No dealer, broker, salesman, or other person has been authorized by the City of South Bend, Indiana (the “City”) or the Underwriter 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 representation must not be relied upon as having been authorized. 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 Bonds by any person in any jurisdiction in which it is unlawful to make such offer, solicitation or sale. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor the sale of any of the Bonds shall, under any circumstances, create any implication that the information herein is correct as of any time subsequent to the date hereof. Information herein has been obtained from the City and other sources believed to be reliable but it is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Underwriter or Municipal Advisor. References in this Official Statement to laws, regulations, reports and documents do not purport to be comprehensive or definitive and all references herein to such laws and documents are qualified in their entirety by reference to the full text of such data. UPON ISSUANCE, THE BONDS WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR ANY STATE SECURITIES LAW AND WILL NOT BE LISTED ON ANY STOCK OR OTHER SECURITIES EXCHANGE. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL, STATE, GOVERNMENTAL ENTITY OR AGENCY SHALL HAVE PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT NOR APPROVED THE SALE AND DISTRIBUTION OF THE BONDS. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.