City of Cleveland, Ohio
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PRELIMINARY OFFICIAL STATEMENT DATED APRIL 27, 2016 NEW ISSUE – BOOK ENTRY ONLY Ratings Moody’s A1 Standard & Poor’s AA (See “RATINGS” herein) In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the Series 2016 Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, and (ii) interest on, and any profit made on the sale, exchange or other disposition of, the Series 2016 Bonds are exempt from all Ohio state and local taxation, except the estate tax, the domestic insurance company tax, the dealers in intangibles tax, the tax levied on the basis of the total equity capital of financial institutions, and the net worth base of the corporate franchise tax. Interest on the Series 2016 Bonds may be subject to certain federal taxes imposed only on certain corporations, including the corporate alternative minimum tax on a portion of that interest. For a more complete discussion of the tax aspects, see “TAX MATTERS” herein. OFFICIAL STATEMENT $53,040,000* CITY OF CLEVELAND, OHIO GENERAL OBLIGATION BONDS Consisting Of: $47,650,000* $5,390,000* Various Purpose and Refunding General Obligation Final Judgment General Obligation Refunding Bonds, Series 2016A Bonds, Series 2016B Dated: Date of Issuance Due: December 1, as shown herein The Various Purpose and Refunding General Obligation Bonds, Series 2016A (the “Series 2016A Bonds”) and the Final Judgment General Obligation Refunding Bonds, Series 2016B (the “Series 2016B Bonds”, and together with the Series 2016A Bonds, the “Series 2016 Bonds”) are general obligations of the City, issued for the purposes described herein. See “THE SERIES 2016 BONDS - Authorization and Purpose” and “Plan of Refunding.” Principal, interest and any premium on all unvoted general obligation bonds of the City, including the Series 2016 Bonds, unless paid from other sources, are to be paid from the proceeds of the City’s levy of ad valorem property taxes, levied by the City within the ten- mill limitation imposed by Ohio law, and municipal income taxes pledged by the City under its General Bond Ordinance. See “SECURITY AND SOURCES OF PAYMENT.” The Series 2016 Bonds will be initially issued as fully registered bonds, issuable under a book-entry only system, initially registered in the name of The Depository Trust Company (“DTC”) or its nominee. There will be no distribution of the Series 2016 Bonds to the ultimate purchasers. The Series 2016 Bonds in certificated form as such will not be transferable or exchangeable, except for transfer to another nominee of DTC or as otherwise described in this Official Statement. See “APPENDIX C – BOOK-ENTRY ONLY SYSTEM.” Interest on the Series 2016 Bonds is payable semiannually on each June 1 and December 1, beginning December 1, 2016. So long as the Series 2016 Bonds are held by DTC in a book-entry only system, the principal of and interest on the Series 2016 Bonds will be payable by wire transfer made to DTC on each payment date by The Huntington National Bank, as escrow agent and paying agent for the City’s Sinking Fund (the “Escrow Agent”). U.S. Bank National Association serves as the trustee and registrar for the Series 2016 Bonds (the “Trustee”). [Certain of the Series 2016 Bonds are subject to redemption by the City prior to maturity, as described in this Official Statement. See “THE SERIES 2016 BONDS – Redemption of the Series 2016 Bonds.”] This cover page includes certain information for reference only. It is not a summary of the Series 2016 Bonds or the matters set forth herein. Investors should read the entire Official Statement to obtain information as a basis for the making of informed investment judgments. The Series 2016 Bonds are offered when, as and if issued, and accepted by the Underwriters, subject to the opinions on certain legal matters relating to their issuance of Squire Patton Boggs (US) LLP, Bond Counsel. Certain legal matters will be passed upon for the City by Barbara A. Langhenry, its Director of Law, and for the Underwriters by Wilkerson & Associates Co., LPA. The Series 2016 Bonds are expected to be available for delivery to DTC on or about __________, 2016. KeyBanc Capital Markets Inc. Blaylock Beal Van, LLC BofA Merrill Lynch US Bancorp The date of this Official Statement is _________, 2016 and the information speaks only as of that date. This Preliminary Official Statement and information contained herein are subject to change, completion or amendment without notice. These securities may not be sold nor may offers to buy be accepted prior to the time this Preliminary to Official offers not be sold nor may These securities may This Preliminary completion or amendment without notice. contained herein are subject to change, Official Statement and information any sale of these securitiesany jurisdiction nor shall there be in in which such buy, to any offer Under no circumstances shall this Preliminary to sell or the solicitation of Official Statement constitute an offer form. in final Statement is delivered such jurisdiction. prior of any or qualification under the securities to registration be unlawful laws solicitation or sale would offer, * Preliminary, subject to change. MATURITY SCHEDULE ON DECEMBER 1 $53,040,000* CITY OF CLEVELAND, OHIO GENERAL OBLIGATION BONDS $47,650,000* Various Purpose and Refunding General Obligation Bonds, Series 2016A Principal Interest CUSIP+ Maturity Amount Rate Yield Price No. 2017 $ 150,000 2018 1,615,000 2019 1,645,000 2020 1,675,000 2021 3,355,000 2022 3,450,000 2023 3,585,000 2024 3,730,000 2025 3,915,000 2026 4,115,000 2027 3,905,000 2028 4,355,000 2029 3,980,000 2030 2,045,000 2031 2,110,000 $4,020,000 _____%Term Bond Due December 1, 2033 Yield ____% Price ____** Cusip+ No. __________ $5,390,000* Final Judgment General Obligation Refunding Bonds, Series 2016B Principal Interest CUSIP+ Maturity Amount Rate Yield Price No. 2028 $ 765,000 2029 785,000 2030 805,000 2031 835,000 $745,000 _____%Term Bond Due December 1, 2027 Yield ____% Price ____** Cusip+ No. __________ $1,455,000 _____%Term Bond Due December 1, 2033 Yield ____% Price ____** Cusip+ No. __________ + Copyright American Bankers Association. CUSIP numbers have been assigned by an independent company not affiliated with the City and are included solely for the convenience of the holders of the Series 2016 Bonds. The City is not responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Series 2016 Bonds or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2016 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 similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series 2016 Bonds. ** Priced to call date. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] *Preliminary, subject to change. CITY OF CLEVELAND, OHIO MAYOR PRESIDENT OF COUNCIL Frank G. Jackson Kevin J. Kelley DEPARTMENT OF FINANCE Director of Finance Sharon Dumas Assistant Secretary, Sinking Fund Commission Elizabeth C. Hruby DEPARTMENT OF LAW Director of Law Barbara A. Langhenry TRUSTEE AND BOND REGISTRAR U.S. Bank National Association ESCROW AND PAYING AGENT The Huntington National Bank BOND COUNSEL Squire Patton Boggs (US) LLP Cleveland, Ohio CO-FINANCIAL ADVISORS Phoenix Capital Partners, LLP Government Capital Management, L.L.C. Philadelphia, Pennsylvania Tuxedo Park, New York INDEPENDENT AUDITOR Clark Schaefer Hackett REGARDING THIS OFFICIAL STATEMENT This Official Statement does not constitute an offering of any security other than the original offering of the Series 2016 Bonds of the City identified on the cover. No person, other than the Director of Finance of the City, has been authorized by the City or the Underwriters to give any information or to make any representation other than as contained in this Official Statement. Any other representation not so authorized should not be relied upon as having been given or authorized by the City or the Underwriters. 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 2016 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. Neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the City since the date hereof. Any statements made in this Official Statement that involve matters of opinion or estimates, whether expressly stated to be such, are made as such and not as representations of fact or certainty, and no representation is made that any of those statements have been or will be realized. Information in this Official Statement that has been derived by the City from its official records and other sources is believed by the City to be accurate and reliable. Information other than that obtained from official records of the City has not been independently confirmed or verified by the City. Upon issuance, the Series 2016 Bonds will not be registered under the Securities Act of 1933, as amended, or any state securities laws, and will not be listed on any stock or other securities exchange.