Davenport & Company LLC Financial Advisor

Transcription

1 PRELIMINARY OFFICIAL STATEMENT DATED JANUARY 22, 2016 THIS PRELIMINARY OFFICIAL STATEMENT AND THE INFORMATION CONTAINED HEREIN ARE SUBJECT TO COMPLETION OR AMENDMENT IN A FINAL OFFICIAL STATEMENT. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. NEW ISSUES - Book-Entry Only RATINGS: Moody's: Aa2 Standard & Poor's: AA- (See RATINGS herein) In the opinion of Peck, Shaffer & Williams, a division of Dinsmore & Shohl LLP, Bond Counsel with respect to the Series 2016 Bonds, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming continuing compliance with certain covenants made by the City of Cincinnati, Ohio (i) interest on the Series 2016A Bonds will be excludible from gross income of the holders thereof for purposes of federal income taxation and interest on the Series 2016A Bonds will not be a specific item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, (ii) interest on the Series 2016B Refunding Bonds will not be excludible from gross income for federal income tax purposes, and (iii) interest on and any profit made on the sale, exchange, or other disposition of, the Series 2016 Bonds, are exempt from the Ohio personal income tax, the net income base of the Ohio corporate franchise tax, the Ohio commercial activity tax, and municipal, school district, and joint economic development district income taxes in Ohio, all subject to the qualifications described herein under the heading LEGAL MATTERS Tax Status. CITY OF CINCINNATI, OHIO $95,665,000 Unlimited Tax Various Purpose General Obligation Improvement and Refunding Bonds Series 2016A Dated: Date of Issuance $3,605,000 Unlimited Tax Various Purpose General Obligation Refunding Bonds Series 2016B (Federally Taxable) Due: On December 1, as shown below The $95,665,000 * City of Cincinnati, Ohio Unlimited Tax Various Purpose General Obligation Improvement and Refunding Bonds, Series 2016A (the Series 2016A Bonds ) and $3,605,000 * Unlimited Tax Various Purpose General Obligation Refunding Bonds, Series 2016B (Federally Taxable) (the Series 2016B Refunding Bonds and collectively with the Series 2016A Bonds, the Series 2016 Bonds ) of the City of Cincinnati, Ohio (the City ) are issuable as fully registered Series 2016 Bonds and, when issued, will be initially registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ( DTC ). The Series 2016 Bonds will be sold pursuant to a competitive sale as provided in the Official Terms and Conditions of Bond Sale attached as Appendix F hereto. The Series 2016 Bonds are dated, mature and bear interest as set forth under "MATURITY SCHEDULE" on the inside cover page hereof. Purchases of beneficial interests in the Series 2016 Bonds will be made in book-entry-only form. Purchasers of beneficial interests ( Beneficial Owners ) will not receive certificates representing their interests in the Series 2016 Bonds. So long as the Series 2016 Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the owners shall mean Cede & Co. and shall not mean the Beneficial Owners of the Series 2016 Bonds. Payment of the principal of and premium, if any, and interest on, the Series 2016 Bonds will be made directly to DTC or its nominee, Cede & Co., so long as DTC or Cede & Co. is the sole registered owner. Disbursement of such payments to DTC's Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of DTC's Participants and the Indirect Participants, as more fully described under BOOK-ENTRY ONLY SYSTEM and Appendix D hereto. Interest on the Series 2016 Bonds will be payable semi-annually on June 1 and December 1 of each year, beginning June 1, The Series 2016 Bonds will be issued in authorized denominations of $5,000 and integral multiples thereof. The full faith and credit of the City are irrevocably pledged for the prompt payment of the principal of and interest on the Series 2016 Bonds. See SECURITY AND SOURCE OF PAYMENT herein. The Series 2016 Bonds are subject to redemption prior to their stated maturity as described under SECURITIES BEING OFFERED Redemption Prior to Maturity herein. This cover page includes certain information for quick reference only. It is not a summary of the bond issue. Investors should read the entire Official Statement to obtain information as a basis for making informed investment judgments. The Series 2016 Bonds are offered when, as and if issued and accepted by (the "Underwriter"), subject to prior sale and the approval of certain legal matters by Peck, Shaffer & Williams, a division of Dinsmore & Shohl LLP, Cincinnati, Ohio, Bond Counsel to the City, and certain other conditions. Certain legal matters will be passed upon for the City by Peck, Shaffer & Williams, a division of Dinsmore & Shohl LLP, as disclosure counsel to the City. Davenport & Company LLC has acted as Financial Advisor to the City in connection with the issuance of the Series 2016 Bonds. It is expected that delivery of the Series 2016 Bonds will be made in book entry form to DTC in New York, New York on or about February 4, Davenport & Company LLC Financial Advisor Preliminary; subject to change.

2 MATURITY SCHEDULE $95,665,000 Series 2016A Bonds Serial Bonds Year (Dec. 1) Amount Interest Rate Yield CUSIP Year (Dec. 1) Amount 2016 $2,440, $7,000, ,465, ,080, ,485, ,060, ,420, ,280, ,480, ,970, ,870, ,400, ,660, ,575, ,265, ,585, ,325, ,555, ,110, , ,200,000 Interest Rate Yield CUSIP Term Bond $ % Term Bond Due December 1, 20, Yield: % *, CUSIP: ****************************************** $3,605,000 * Series 2016B Refunding Bonds Serial Bonds Year (Dec. 1) Amount Interest Rate Yield CUSIP Year (Dec. 1) Amount 2016 $ 65, $370, , , , , , , , , , , ,000 Interest Rate Yield CUSIP Term Bond $ % Term Bond Due December 1, 20, Yield: % *, CUSIP: Preliminary; subject to change. Copyright 2016, CUSIP Global Services. CUSIP is a registered trademark of the American Bankers Association. CUSIP Global Services is managed on behalf of the American Bankers Association by S&P Capital IQ. CUSIP data herein are provided by CUSIP Global Services. The CUSIP numbers listed are being provided solely for the convenience of the holders only at the time of issuance of the Series 2016 Bonds, and the City does not make any representations 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 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.

3 REGARDING USE OF THIS OFFICIAL STATEMENT The information set forth herein has been obtained from the City and other sources that are believed to be reliable for purposes of this Official Statement. This Official Statement contains, in part, estimates and matters of opinion that are not intended as statements of fact, and no representation is made as to the correctness of such estimates and opinions or that they will be realized. The information and expressions of opinion contained 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 the City or in the information or opinions set forth herein, since the date of this Official Statement. This Official Statement, which includes the cover pages and the Appendices hereto, does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2016 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. No dealer, broker, salesperson, or other person has been authorized to give any information or to make any representations other than those contained in this Official Statement in connection with the offering of the Series 2016 Bonds, and, if given or made, such other information or representation must not be relied upon as having been authorized by the City. This Official Statement contains statements which, to the extent they are not recitations of historical fact, constitute forward-looking statements. In this respect the words estimate, project, anticipate, expect, intend, believe and similar expressions are intended to identify forward-looking statements. A number of important factors affecting the City's financial results could cause actual results to differ materially from those stated in the forward-looking statements. 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, give rise to an implication that there has been no change in the affairs of the City since the date hereof. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. [Remainder of page intentionally left blank]

4 BOND ISSUE SUMMARY FOR SERIES 2016A BONDS The information contained in this Bond Issue Summary is qualified in its entirety by the entire Official Statement, which should be reviewed in its entirety by potential investors. Issuer: City of Cincinnati, Ohio Issue: $95,665,000 Unlimited Tax Various Purpose General Obligation Improvement and Refunding Bonds, Series 2016A (the Series 2016A Bonds") Dated Date: Interest Payment Dates: Principal Payment Dates: Redemption: Purpose: Date of Delivery Each June 1 and December 1, beginning June 1, 2016 December 1, 2016 through December 1, 2036, inclusive The Series 2016A Bonds maturing on or after December 1, 2026, are subject to redemption, by and at the sole option of the City at any time on or after June 1, 2026, in whole or in part, in such order of maturity as may be determined by the City, at a redemption price equal to 100% of the principal amount redeemed, plus accrued interest to the date fixed for redemption. The Series 2016A Bonds are comprised of a new money portion (the Series 2016A Improvement Bonds ) and a refunding portion (the Series 2016A Refunding Bonds ). (i) Proceeds derived from the sale of the Series 2016A Improvement Bonds described herein will be used to make various improvements throughout the City including, but not limited to: (a) widening, opening, extending, realigning, grading, repaving, resurfacing, constructing sewers and drains or otherwise rehabilitating and improving streets, roads, thoroughfares, avenues, expressways. sidewalks, plazas and other public ways; purchasing and/or installing street lights and equipment and boulevard lights (collectively, the Street Improvement Project ); (b) (c) public building improvements including acquiring real estate or interests in same, constructing, rehabilitating and equipping public buildings and other structures (collectively, the Buildings Improvement Project ); purchasing motor vehicles, acquiring and improving City-wide communication system components and related improvements, computer related system upgrades and components and other necessary equipment; structures (collectively, the Equipment Improvement Project ) (d) park improvements including acquiring real estate or interests in same, for parks, parkways, playgrounds and recreation centers, improving and equipping such real estate and also rehabilitating existing parks, parkways, playgrounds and recreation centers, Preliminary; subject to change. ii

5 specifically the renovation and expansion of Ziegler Park, including renovating and expanding a children's playground, upgrading existing green space, and construction of a comfort station, (collectively, the Ziegler Park Project ); and (ii) (e) refunding bond anticipation notes previously issued for the purpose of providing interim financing for all or a portion of the improvements described in items (a) through (d) above; and Proceeds derived from the sale of the Series 2016A Refunding Bonds described herein will be used to refund various outstanding general obligation bonds of the City (the Refunded Tax-Exempt Bonds ), as described in further detail herein under SECURITIES BEING OFFERED Authority for Issuance Series 2016A Bonds and USE OF BOND PROCEEDS Use of Proceeds of the Series 2016A Bonds - Series 2016A Refunding Bonds. Security and Sources of Payment: General. The Series 2016A Bonds will be unvoted general obligations of the City and will contain a pledge of the full faith and credit of the City for the payment of the principal of and interest on the Series 2016A Bonds when due. The City maintains the ability to levy an ad valorem tax on all real and personal property in the City subject to ad valorem taxation by the City, without limitation as to rate and amount, unless paid from other sources as they are appropriated and available. Ziegler Park Project. With respect to a portion of the Series 2016A Improvement Bonds, the proceeds of which have been allocated to the financing of the Ziegler Park Project in the amount of $10,000,000 (pursuant to Ordinance Number ), the City may also covenant to annually appropriate other taxes and revenues, including all service payments of the applicable tax incentive district including but not limited to the Downtown Over the Rhine East TIF District, as specified by the City, in amounts necessary for the prompt payment of the principal of and interest on such portion of the Series 2016A Improvement Bonds. Municipal Income Tax Pledge. With respect to a portion of the Series 2016A Improvement Bonds, the proceeds of which have been allocated to the financing of (i) a portion of the Street Improvement Project in the amount of $6,6450,000 (pursuant to Ordinance Number as amended by Ordinance Number ), and (ii) a portion of the Equipment Improvement Project in the amount of $1,230,000 (pursuant to Ordinance Number ), the City covenants to annually appropriate municipal income taxes in amounts necessary for the prompt payment of the principal of and interest on such portion of the Series 2016A Improvement Bonds. With respect to a portion of the Series 2016A Refunding Bonds, the proceeds of which have been allocated to the refunding of a portion of (i) the Series 2009B Bonds (as defined herein) (pursuant to Ordinance Numbers , and ) and (ii) the Series 2011B Bonds (as defined herein) (pursuant to Ordinance Numbers and ), the City covenants to annually appropriate municipal income taxes in amounts necessary for the prompt payment of the principal of and interest on such portion of the Series 2016A Refunding Bonds. iii

6 Credit Ratings: Tax Status: Legal Opinion: Underwriters: Financial Advisor Bond Registrar / Paying Agent: Book-Entry System: Delivery and Payment: Moody's Investors Service ( Moody s ) and Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ( Standard & Poor's ), have rated the Series 2016A Bonds Aa2 (stable outlook) and AA- (stable outlook), respectively. In the opinion of Bond Counsel, under existing law and assuming compliance with certain covenants, interest on the Series 2016A Bonds is excludible from gross income for federal income tax purposes, is not treated as a specific item of tax preference for purposes of the alternative minimum income tax imposed on individuals and corporations under the Internal Revenue Code of 1986, as amended. The City has not designated the Series 2016A Bonds as qualified tax exempt obligations within the meaning of Section 265(b)(3) of the Code. Interest on the Series 2016A Bonds may be subject to certain federal income taxes imposed on certain corporations, and certain taxpayers may have certain other adverse federal income tax consequences as a result of owning the Series 2016A Bonds. The Series 2016A Bonds, the transfer thereof, and the income therefrom, including any profit made on the sale thereof, exchange or other disposition of the Series 2016A Bonds are exempt from the Ohio personal income tax, the net income base of the Ohio corporate franchise tax, the Ohio commercial activity tax, and municipal, school district, and joint economic development district income taxes in Ohio, all subject to the qualifications described herein. See LEGAL MATTERS Tax Status- Tax-Exempt Series 2016 Bonds herein. Peck, Shaffer & Williams, a division of Dinsmore & Shohl LLP, Cincinnati, Ohio To be determined pursuant to a competitive sale Davenport & Company LLC U.S. Bank National Association, Cincinnati, Ohio The Series 2016A Bonds are being issued as fully registered Series 2016A Bonds in book entry form only and book-entry interests therein will be available for purchase in amounts of $5,000 and integral multiples thereof. Owners of book entry interests will not receive physical delivery of bond certificates. The Depository Trust Company ( DTC ) or its nominee will receive all payments with respect to the Series 2016A Bonds from the Paying Agent and Registrar. DTC is required by its rules and procedures to remit such payments to its participants for subsequent disbursement to owners of the book entry interests. It is expected that delivery of the Series 2016A Bonds in definitive form will be made on or about February 4, The Series 2016A Bonds will be released to the Underwriters against payment in federal funds. Further Information: Questions concerning the Official Statement should be directed to Reginald E. Zeno, Director of Finance, City Hall, Room 250, 801 Plum Street, Cincinnati, Ohio 45202, telephone: (513) , fax: (513) or Roland M. Kooch, Jr., Senior Vice President, Davenport & Company LLC, One James Center, 901 E Cary Street, Suite 2955, Richmond VA, 23219, telephone: (804) , fax: (804) iv

7 BOND ISSUE SUMMARY FOR SERIES 2016B REFUNDING BONDS The information contained in this Bond Issue Summary is qualified in its entirety by the entire Official Statement, which should be reviewed in its entirety by potential investors. Issuer: Issue: Dated Date: Interest Payment Dates: Principal Payment Dates: Redemption: Purpose: Security and Sources of Payment: City of Cincinnati, Ohio $3,605,000 Unlimited Tax Various Purpose General Obligation Refunding Bonds, Series 2016B (Federally Taxable) (the Series 2016B Refunding Bonds ) Date of Delivery Each June 1 and December 1, beginning June 1, 2016 December 1, 2016 through December 1, 2028, inclusive The Series 2016B Refunding Bonds are not subject to redemption prior to their stated maturity. Proceeds derived from the sale of the Series 2016B Refunding Bonds described herein will be used to refund various outstanding general obligation bonds of the City (the Taxable Refunded Tax-Exempt Bonds ), as described in further detail herein under SECURITIES BEING OFFERED Authority for Issuance Series 2016B Refunding Bonds and USE OF BOND PROCEEDS Use of Proceeds of the Series 2016B Refunding Bonds. General. The Series 2016B Refunding Bonds will be unvoted general obligations of the City and will contain a pledge of the full faith and credit of the City for the payment of the principal of and interest on the Series 2016B Refunding Bonds when due. The City maintains the ability to levy an ad valorem tax on all real and personal property in the City subject to ad valorem taxation by the City, without limitation as to rate and amount, unless paid from other sources as they are appropriated and available. Pledge of Other City Revenues. With respect to a portion of the Series 2016B Refunding Bonds, the proceeds of which have been allocated to refunding of a portion of the Series 2009C Bonds (as defined herein) (pursuant to Ordinance Number ), the City may also covenant to annually appropriate other revenues, other than ad valorem property taxes, as specified by the City, in amounts necessary for the prompt payment of the principal of and interest on such portion of the Series 2016B Refunding Bonds including rent payments made pursuant to a Contract for Lease of Property for Private Redeployment (Garfield Place Housing, Phase 4, Site 6), dated as of June 16, 1998 by and among the City and Shillito Lofts, L.L.C. and service payments made pursuant to a Service Agreement, made and entered into as of June 16, 1998, by and between the City and the Redeveloper, are available and are considered appropriated for said purpose, in amounts necessary for the prompt payment of the principal of and interest on such portion of the Series 2016B Refunding Bonds. Credit Ratings: Moody's and Standard & Poor's have rated the Series 2016B Refunding Bonds Aa2 (stable outlook) and AA- (stable outlook), respectively. Preliminary; subject to change. v

8 Tax Status: Legal Opinion: Underwriters: Financial Advisor Bond Registrar / Paying Agent: Book-Entry System: Delivery and Payment: Further Information: In the opinion of Bond Counsel, under existing law and assuming compliance with certain covenants, interest on the Series 2016B Refunding Bonds is not excludible from gross income for federal income tax purposes. The Series 2016B Refunding Bonds, the transfer thereof, and the income therefrom, including any profit made on the sale thereof, exchange or other disposition of the Series 2016B Refunding Bonds are exempt from the Ohio personal income tax, the net income base of the Ohio corporate franchise tax, the Ohio commercial activity tax, and municipal, school district, and joint economic development district income taxes in Ohio, all subject to the qualifications described herein.. See LEGAL MATTERS Tax Status Taxable Series 2016 Bonds herein. Peck, Shaffer & Williams, a division of Dinsmore & Shohl LLP, Cincinnati, Ohio To be determined pursuant to a competitive sale Davenport & Company LLC U.S. Bank National Association, Cincinnati, Ohio The Series 2016B Refunding Bonds are being issued as fully registered Series 2016B Refunding Bonds in book entry form only and book-entry interests therein will be available for purchase in amounts of $5,000 and integral multiples thereof. Owners of book entry interests will not receive physical delivery of bond certificates. DTC or its nominee will receive all payments with respect to the Series 2016B Refunding Bonds from the Paying Agent and Registrar. DTC is required by its rules and procedures to remit such payments to its participants for subsequent disbursement to owners of the book entry interests. It is expected that delivery of the Series 2016B Refunding Bonds in definitive form will be made on or about, The Series 2016B Refunding Bonds will be released to the Underwriters against payment in federal funds. Questions concerning the Official Statement should be directed to Reginald E. Zeno, Director of Finance, City Hall, Room 250, 801 Plum Street, Cincinnati, Ohio 45202, telephone: (513) , fax: (513) or Roland M. Kooch, Jr., Senior Vice President, Davenport & Company LLC, One James Center, 901 E Cary Street, Suite 2955, Richmond VA, 23219, telephone: (804) , fax: (804) vi

9 TABLE OF CONTENTS vii PAGE REGARDING USE OF THIS OFFICIAL STATEMENT... i BOND ISSUE SUMMARY FOR SERIES 2016A BONDS... ii BOND ISSUE SUMMARY FOR SERIES 2016B REFUNDING BONDS... v GENERAL COMMENTS... 1 Disclosure Information... 1 The Issuer... 2 Offering and Delivery of the Series 2016 Bonds... 2 Security and Sources of Payment... 2 Tax Status... 2 Additional Information... 3 SECURITIES BEING OFFERED... 3 Authority for Issuance... 3 Description of the Series 2016 Bonds... 6 Principal... 6 Redemption Prior to Maturity... 7 Book-Entry Only System... 8 SECURITY AND SOURCE OF PAYMENT... 8 Unlimited Property Tax... 8 Full Faith and Credit... 9 Additional Sources of Payment... 9 Payments USE OF BOND PROCEEDS Use of Proceeds of the Series 2016A Bonds Use of Proceeds of the Series 2016B Refunding Bonds SOURCES AND USES OF FUNDS RATINGS UNDERWRITING LITIGATION LEGAL MATTERS Tax Status Bankruptcy Legislation FINANCIAL ADVISOR VERIFICATION OF MATHEMATICAL COMPUTATIONS INVESTMENT CONSIDERATIONS... 20

10 CLOSING CERTIFICATES CONTINUING DISCLOSURE Continuing Disclosure Certificate Corrective Action Related to Certain Disclosure Requirements Notice of Change in Continuing Disclosure Filing Date EXECUTION STATEMENT APPENDICES APPENDIX A APPENDIX B APPENDIX C-1 APPENDIX C-2 APPENDIX D APPENDIX E APPENDIX F The City Comprehensive Annual Financial Report of the City for the Fiscal Year Ended June 30, 2014 Opinion of Bond Counsel (Tax-Exempt Series 2016 Bonds) Opinion of Bond Counsel (Taxable Series 2016 Bonds) Depository Trust Company Form of Continuing Disclosure Certificate Official Terms and Conditions of Bond Sale viii

11 GENERAL COMMENTS THESE COMMENTS ARE NOT A SUMMARY OF THIS OFFICIAL STATEMENT. THEY ARE A BRIEF DESCRIPTION OF AND GUIDE TO, AND ARE QUALIFIED BY, MORE COMPLETE AND DETAILED INFORMATION CONTAINED IN THE ENTIRE OFFICIAL STATEMENT, INCLUDING THE COVER PAGE AND APPENDICES HERETO. A FULL REVIEW SHOULD BE MADE OF THE ENTIRE OFFICIAL STATEMENT. THE OFFERING OF THE SERIES 2016 BONDS TO POTENTIAL INVESTORS IS MADE ONLY BY MEANS OF THE ENTIRE OFFICIAL STATEMENT. The purpose of this Official Statement, which includes the cover pages and the appendices hereto, is to provide certain information with respect to the issuance of three series of General Obligation Bonds of the City of Cincinnati, Ohio (the City ): (a) $95,665,000 Unlimited Tax Various Purpose General Obligation Improvement and Refunding Bonds, Series 2016A (the Series 2016A Bonds ), and; (b) $3,605,000 * Unlimited Tax Various Purpose General Obligation Refunding Bonds, Series 2016B (Federally Taxable) (the Series 2016B Refunding Bonds ). The Series 2016A Bonds and the Series 2016B Refunding Bonds are referred to herein collectively as the Series 2016 Bonds in sections with information common to all Series. The Series 2016A Bonds are referred to herein as the Tax-Exempt Series 2016 Bonds in sections regarding tax matters. The Series 2016B Refunding Bonds are referred to herein as the Taxable Series 2016 Bonds in sections regarding tax matters. Disclosure Information This Official Statement speaks only as of its date, and the information contained herein is subject to change. This Official Statement and continuing disclosure information of the City are intended to be made available through one or more repositories. Copies of the basic documentation relating to the Series 2016 Bonds, including the authorizing ordinances, are available from the City. The City has deemed this Preliminary Official Statement to be final for the purposes of Securities and Exchange Commission Rule 15c2-12(b)(1), except for certain information contained on the cover page, and herein, which has been omitted in accordance with such Rule and will be supplied with the final Official Statement. Preliminary; subject to change.

12 The Issuer The Series 2016 Bonds are being issued by the City of Cincinnati, a political subdivision of the State of Ohio. The City, which has a population of 296,943 (based on U.S. Census Bureau data for 2010), is the county seat of Hamilton County in southwestern Ohio (see Appendix A hereto). Offering and Delivery of the Series 2016 Bonds The Series 2016 Bonds are offered when, as and if issued and accepted by the Underwriters subject to prior sale and the approval of certain legal matters by Peck, Shaffer & Williams, a division of Dinsmore & Shohl LLP. The Series 2016 Bonds will be delivered against payment in federal funds on or about February 4, Security and Sources of Payment General. The Series 2016 Bonds are unvoted general obligation debt of the City. The security for the Series 2016 Bonds is the City's ability to levy an ad valorem tax on all real and personal property in the City subject to ad valorem taxation by the City, without limitation as to rate and amount, unless paid from other sources as they are appropriated and available. (See SECURITY AND SOURCE OF PAYMENT herein.) Additional Sources of Payment. The City covenants to annually appropriate municipal income taxes in amounts necessary for the prompt payment of the principal of and interest on a portion of the Series 2016A Bonds. The City may also covenant to annually appropriate other sources of revenue in amounts necessary for the prompt payment of the principal of and interest on certain other portions of the Series 2016A Bonds and the Series 2016B Refunding Bonds. See SECURITY AND SOURCE OF PAYMENT Additional Sources of Payment herein. Tax Status Federal Tax Status. Tax Exempt Series 2016 Bonds. Under the laws, regulations, rulings, and judicial decisions in effect as of the date hereof, interest on the Tax-Exempt Series 2016 Bonds is excludible from gross income for federal income tax purposes, pursuant to the Internal Revenue Code of 1986, as amended (the Code ). Furthermore, interest on the Series 2016 Bonds will not be treated as a specific item of tax preference, under Section 57(a)(5) of the Code, in computing the alternative minimum tax for individuals and corporations. In rendering the opinions in this paragraph, Bond Counsel has assumed continuing compliance with certain covenants designed to meet the requirements of Section 103 of the Code. Bond Counsel expresses no other opinion as to the federal tax consequences of purchasing, holding, or disposing of the Tax-Exempt Series 2016 Bonds. The City has not designated the Series 2016 Bonds as qualified tax-exempt obligations with respect to certain financial institutions under Section 265 of the Code. See LEGAL MATTERS Tax Status Tax-Exempt Series 2016 Bonds herein. 2

13 Taxable Series 2016 Bonds. Under the laws, regulations, rulings, and judicial decisions in effect as of the date hereof, interest on the Taxable Series 2016 Bonds is not excludible from gross income for federal income tax purposes, pursuant to the Code. See LEGAL MATTERS Tax Status Taxable Series 2016 Bonds herein. Ohio Tax Exemption. Under the laws, regulations, rulings, and judicial decisions in effect as of the date hereof, interest on and any profit made on the sale, exchange, or other disposition of, the Series 2016 Bonds, are exempt from the Ohio personal income tax, the net income base of the Ohio corporate franchise tax, the Ohio commercial activity tax, and municipal, school district, and joint economic development district income taxes in Ohio, all subject to the qualifications described herein. Forms of Opinions. See Appendix C-1 hereto for the form of the opinion that Bond Counsel proposes to deliver in connection with the Tax-Exempt Series 2016 Bonds and Appendix C-2 hereto for the form of the opinion that Bond Counsel proposes to deliver in connection with the Taxable Series 2016 Bonds. Additional Information Additional information concerning this Official Statement, as well as copies of the documentation relating to the Series 2016 Bonds, is available from Reginald E. Zeno, Director of Finance, City Hall, Room 250, 801 Plum Street, Cincinnati, Ohio 45202, (513) or Roland M. Kooch, Jr., Senior Vice President, Davenport & Company LLC, One James Center, 901 E Cary Street, Suite 2955, Richmond VA, 23219, telephone: (804) , fax: (804) Authority for Issuance SECURITIES BEING OFFERED Authority for the City to issue bonds emanates from Articles VIII and XVIII of the Constitution of the State of Ohio. Statutory provisions are contained in the Ohio Revised Code, Section 133, Uniform Securities Act. The Series 2016 Bonds, described herein, are lawfully issued in accordance with Article VIII, Section 4 of the City Charter of the City which provides for the levy of ad valorem taxes on all property in the City subject to ad valorem taxes for satisfying principal and interest requirements unless paid from other sources. Series 2016A Improvement Bonds. On June 24, 2015, December 2, 2015, and January 6, 2016 the City Council authorized the issuance of the Series 2016A Improvement Bonds described below. Pursuant to such authorization, the City is proceeding with the sale of the Series 2016A Improvement Bonds, as described in the following table. 3

14 Amortization Schedules for the Series 2016A Improvement Bonds by Purpose Ordinance # /24/2015 Amended by /06/2016 Series Name Street Improvement Bonds (Property Tax) /24/2015 Public Building Improvement Bonds (Property Tax) /24/2015 Equipment Improvement Bonds (Property Tax) /24/2015 Street Improvement Bonds (Income Tax) /24/2015 Equipment Improvement Bonds (Income Tax) /2/2015 Ziegler Park Project Bonds (TIF) Maturity 20 Years 15 Years 5 Years 20 Years 5 Years 20 Years Total Amount $6,645,000 $3,310,000 $4,725,000 $2,605,000 $1,230,000 $10,000,000 Amortization (Dec. 1) 2016 $335,000 $220,000 $1,010,000 $130,000 $250,000 $335, , ,000 1,010, , , , , ,000 1,010, , , , , ,000 1,010, , , , , ,000 1,005, , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , TOTALS $6,645,000 $3,310,000 $5,045,000 $2,605,000 $1,230,000 $10,000,000 Preliminary; subject to change. 4

15 Series 2016A Refunding Bonds. On June 10, 2015, the City Council adopted Ordinance Number , authorizing the issuance of bonds in an amount not to exceed $95,000,000 and on January 21, 2016, the City Council adopted Ordinance Number , authorizing the issuance of bonds in an amount not to exceed $140,000,000, in order to refund all or a portion of the remaining outstanding principal amounts of the following bonds: (i) A portion in the amount of $ of the remaining outstanding principal amount of the City s Unlimited Tax Various Purpose General Obligation Bonds, Series 2009A, dated July 22, 2009, originally issued in the principal amount of $39,250,000 (the Refunded Series 2009A Bonds ); (ii) A portion in the amount of $ of the remaining outstanding principal amount of the City s Unlimited Tax Various Purpose General Obligation Bonds, Series 2009B (Additional Municipal Income Tax Pledge), dated July 22, 2009, originally issued in the principal amount of $25,000,000 (the Refunded Series 2009B Bonds ); (iii) A portion in the amount of $ of the remaining outstanding principal amount of the City s Unlimited Tax Various Purpose General Obligation Bonds, Series 2011A, dated June 30, 2011, originally issued in the principal amount of $34,000,000 (the Refunded Series 2011A Bonds ); (iv) A portion in the amount of $ of the remaining outstanding principal amount of the City s Unlimited Tax Various Purpose General Obligation Bonds, Series 2011B, (Additional Municipal Income Tax Pledge) dated June 30, 2011, originally issued in the principal amount of $6,000,000 (the Refunded Series 2011B Bonds ); (v) A portion in the amount of $ of the remaining outstanding principal amount of the City s Unlimited Tax Various Purpose General Obligation Bonds, Series 2012A, dated June 7, 2012, originally issued in the principal amount of $46,155,000 (the Refunded Series 2012A Bonds ); and (vi) A portion in the amount of $ of the remaining outstanding principal amount of the City s Unlimited Tax Various Purpose General Obligation Bonds, Series 2012B, (Additional Municipal Income Tax Pledge) dated June 7, 2012, originally issued in the principal amount of $10,000,000 (the Refunded Series 2012B Bonds ) and collectively with the bonds listed in (i) through (v) above, the Refunded Tax-Exempt Bonds ); and (See USE OF BOND PROCEEDS Use of Proceeds of the Series 2016A Bonds Series 2016A Refunding Bonds.) Pursuant to such authorization, the City is proceeding with the sale of the Series 2016A Refunding Bonds. 5

16 Series 2016B Refunding Bonds. On January 21, 2016, the City Council adopted Ordinance Number , authorizing the issuance of bonds in an amount not to exceed $140,000,000, in order to refund all or a portion of the remaining outstanding principal amounts of the following bonds: A portion in the amount of $ of the remaining outstanding principal amount of the City s Urban Development Improvement General Obligation Refunding Bonds, Series 2009C (Shillito Lofts Project), dated October 27, 2009, originally issued in the principal amount of $5,080,000 (the Refunded Taxable Bonds ). (See USE OF BOND PROCEEDS Use of Proceeds of the Series 2016B Refunding Bonds. ) Consolidation into Single Issue of Bonds. Pursuant to the previous ordinances adopted by the City Council, the Series 2016A Improvement Bonds, the Series 2016A Refunding Bonds and the Series 2016B Refunding Bonds may be consolidated into a single issue of bonds enabling the City to consolidate all of the individual series listed above. Description of the Series 2016 Bonds The Series 2016 Bonds are general obligations of the City. The Series 2016 Bonds will pay interest semi-annually on the first day of June and December beginning June 1, Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Principal will be payable on the Series 2016 Bonds (either upon scheduled maturity or mandatory redemption) on the first day of December in the years and amounts as provided on the respective cover page hereto for each series, until final maturity. The Series 2016 Bonds shall be issued as fully registered bonds. The bond registrar and paying agent (the Paying Agent and Registrar ) for the Series 2016 Bonds is U.S. Bank National Association, Cincinnati, Ohio. Legal matters incident to the issuance of the Series 2016 Bonds and with regard to the federal tax status of the interest thereon are subject to the approving legal opinion of Peck, Shaffer & Williams, a division of Dinsmore & Shohl LLP, Cincinnati, Ohio, Bond Counsel. Certain legal matters will be passed upon for the City by Peck, Shaffer & Williams, a division of Dinsmore & Shohl LLP, as disclosure counsel to the City. Davenport & Company LLC has acted as Financial Advisor to the City in connection with the issuance of the Series 2016 Bonds. Principal The Series 2016 Bonds will be issued in denominations of $5,000 each or any integral multiple thereof. Principal of the Series 2016 Bonds is payable, without deduction for exchange, collection, or service charges on each principal payment date to the person whose name appears on the bond registration records on the 15 th day of the calendar month preceding the principal payment date as the registered holder thereof (initially, Cede & Co., as nominee for The Depository Trust Company ( DTC )). Interest thereon shall be paid, without deduction for any exchange, collection, or service charges, on each interest payment date to the person whose name appears on the bond registration records on the 15 th day of the calendar month preceding the interest payment date as the registered holder thereof (initially, Cede & Co., as nominee for DTC). 6

17 Redemption Prior to Maturity Series 2016A Bonds Optional Redemption. The Series 2016A Bonds maturing on or after December 1, 2026 are subject to redemption, by and at the sole option of the City, in whole or in part (in increments of $5,000, in such order of maturity as may be determined by the City) at any time on or after June 1, 2026, at a redemption price equal to 100% of the principal amount redeemed, plus accrued interest to the date fixed for redemption. Mandatory Sinking Fund Redemption. The Series 2016A Bond which is a Term Bond maturing on December 1, 20 in the principal amount of $, is subject to mandatory sinking fund redemption prior to maturity by lot at a redemption price equal to 100 percent of the principal amount thereof plus accrued interest to the redemption date, from mandatory sinking fund installments which are required to be made in amounts sufficient to redeem such Series 2016A Term Bond on the dates and in the principal amounts shown below: $ Series 2016A Term Bond due December 1, 20 Redemption Date (December 1) Principal Amount Subject to Mandatory Redemption TOTAL Maturity $ Series 2016A Term Bond due December 1, 20 Redemption Date (December 1) Principal Amount Subject to Mandatory Redemption TOTAL Maturity Series 2016B Refunding Bonds Optional Redemption. The Series 2016B Refunding Bonds are not subject to redemption prior to their stated maturity. 7

18 Redemption Procedures Selection of Bonds for Redemption. When partial redemption of any Series 2016A Bonds is authorized, the Bond Registrar will select such Series 2016A Bonds or portions thereof by lot within a maturity in such manner as the Bond Registrar may determine, or as directed by the City, provided, however, that the portion of any Series 2016A Bonds so selected will be in the amount of $5,000 or an integral multiple thereof. Notice of Redemption. The notice of the call for redemption of any Series 2016A Bonds shall identify (i) by designation, letters, numbers, or other distinguishing marks the Series 2016A Bonds or portions thereof, to be redeemed, (ii) the redemption price to be paid, (iii) the date fixed for redemption, and (iv) the place or places where the amounts due upon redemption are payable. From and after the specified redemption date and provided that funds are on hand and available for the payment of interest due as of the redemption date, interest on the respective Series 2016A Bonds (or portions thereof) called for redemption shall cease to accrue. Such notice shall be sent by registered or certified mail at the address shown in the Series 2016A Bonds registration records not less than 30 days nor more than 60 days prior to the date of redemption. Failure to receive such notice or any defect therein shall not affect the validity of the proceedings for the redemption of any Series 2016A Bonds. Book-Entry Only System The Series 2016 Bonds will be issued as Book Entry Only Bonds. The Depository Trust Company ( DTC ), New York, New York, will act as securities depository for the Series 2016 Bonds. The Series 2016 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee). One fully-registered Series 2016 Bond certificate will be issued for each maturity of the same interest rate of the Series 2016 Bonds in the aggregate principal amount of such maturity and will be deposited with DTC. See Appendix D hereto for further description of DTC. Unlimited Property Tax SECURITY AND SOURCE OF PAYMENT The Series 2016 Bonds are unvoted general obligation debt of the City. The security for the Series 2016 Bonds is the City's ability to levy an ad valorem tax on all real and personal property in the City subject to ad valorem taxation by the City without limitation as to rate and amount unless paid from other sources. (See Appendix A - DEBT STRUCTURE - Ad Valorem Tax Base. ) A 1977 decision of the Ohio First District Court of Appeals, which the Supreme Court of Ohio declined to review, upheld the right of the City, in accordance with the City's Charter, to levy property taxes without limitation in excess of the ten-mill limitation contained in Section of the Ohio Revised Code to support its lawfully issued bonds and notes and established that the City's ability to incur debt will be limited only by the arithmetical (percentage) limitations contained in Section of the Ohio Revised Code. (See Appendix A - DEBT STRUCTURE - Applicable Debt Limitations in Appendix A hereto.) 8

19 Full Faith and Credit The ordinances authorizing the issuance of the Series 2016 Bonds provide further security by making a general pledge of the full faith and credit of the City for the payment of principal and interest on the Series 2016 Bonds as the same become due. Included in such general pledge are all funds of the City except those specifically limited to another use or prohibited from use for such debt service by the Ohio Constitution or Ohio or Federal laws such as tax levies voted for specific purposes and taxes levied for debt service on specific voted general obligation bond issues. Additional Sources of Payment Series 2016A Bonds Ziegler Park Project. With respect to a portion of the Series 2016A Improvement Bonds, the proceeds of which have been allocated to the financing of the Ziegler Park Project in the amount of $10,000,000 (pursuant to Ordinance Number ), the City may also covenant to annually appropriate other taxes and revenues, including all service payments of the applicable tax incentive district including but not limited to the Downtown Over the Rhine East TIF District, as specified by the City, in amounts necessary for the prompt payment of the principal of and interest on such portion of the Series 2016A Improvement Bonds. Municipal Income Tax Pledge. With respect to a portion of the Series 2016A Improvement Bonds, the proceeds of which have been allocated to the financing of (i) a portion of the Street Improvement Project in the amount of $6,6450,000 (pursuant to Ordinance Number as amended by Ordinance Number ), and (ii) a portion of the Equipment Improvement Project in the amount of $1,230,000 (pursuant to Ordinance Number ), the City covenants to annually appropriate municipal income taxes in amounts necessary for the prompt payment of the principal of and interest on such portion of the Series 2016A Improvement Bonds. With respect to a portion of the Series 2016A Refunding Bonds, the proceeds of which have been allocated to the refunding of a portion of (i) the Series 2009B Bonds (as defined herein) (pursuant to Ordinance Numbers , and ) and (ii) the Series 2011B Bonds (as defined herein) (pursuant to Ordinance Numbers and ), the City covenants to annually appropriate municipal income taxes in amounts necessary for the prompt payment of the principal of and interest on such portion of the Series 2016A Refunding Bonds. Series 2016B Refunding Bonds. With respect to a portion of the Series 2016B Refunding Bonds, the proceeds of which have been allocated to refunding of a portion of the Series 2009C Bonds (as defined herein) (pursuant to Ordinance Number ), the City may also covenant to annually appropriate other revenues, other than ad valorem property taxes, as specified by the City, in amounts necessary for the prompt payment of the principal of and interest on such portion of the Series 2016B Refunding Bonds including rent payments made pursuant to a Contract for Lease of Property for Private Redeployment (Garfield Place Housing, Phase 4, Site 6), dated as of June 16, 1998 by and among the City and Shillito Lofts, L.L.C. and service payments made pursuant to a Service Agreement, made and entered into as of June 16, 1998, by and between the City and the Redeveloper, are available and are considered 9

20 appropriated for said purpose, in amounts necessary for the prompt payment of the principal of and interest on such portion of the Series 2016B Refunding Bonds. Payments Principal and semi-annual interest on the Series 2016 Bonds will be paid to the Registrar. So long as DTC or its nominee, Cede & Co., is the bondholder, such payments will be made to Cede & Co., which in turn will remit such payments to the DTC Direct Participants (as defined in Appendix D hereto) and DTC Indirect Participants (as defined in Appendix D hereto) for subsequent disbursement to the Beneficial Owners (as defined in Appendix D hereto) of the Series 2016 Bonds. Interest will be payable on June 1, 2016 and semiannually thereafter on each June 1 and December 1 until final maturity. Principal will be payable annually on the Series 2016 Bonds (either upon scheduled maturity or mandatory redemption) on the first day of December in the years and amounts as provided on the inside cover page hereof for each series, until final maturity. Upon receipt of principal or interest payments, DTC's current practice is to credit immediately the accounts of Participants (as defined in Appendix D hereto) in accordance with their respective positions as shown on DTC's records. Use of Proceeds of the Series 2016A Bonds USE OF BOND PROCEEDS Series 2016A Improvement Bonds. The proceeds of the Series 2016A Improvement Bonds are being issued for the purpose of providing funds in the following amounts and for the following projects: (a) $9,250,000 Street Improvement Bonds, Series A, Maturing December 1, 2035: Proceeds to be used for street improvements including widening, opening, extending, realigning, grading, repaving, resurfacing, constructing sewers and drains or otherwise rehabilitating and improving streets, roads, thoroughfares, avenues, expressways, sidewalks, plazas and other public ways; purchasing and/or installing street lights and equipment and boulevard lights; and paying legal advertising, printing and all expenses incidental to said improvements. Such Street Improvement Bonds, Series A will be issued as Series 2016A Bonds. (b) $3,310,000 Public Buildings Improvement Bonds, Series A, Maturing December 1, 2030: Proceeds to be used for acquiring real estate or interests in same, constructing, rehabilitating and equipping public buildings and other structures; and paying legal, advertising, printing and all expenses incidental to said improvements. Such Public Buildings Improvement Bonds, Series A will be issued as Series 2016A Bonds. (c) $6,275,000 Equipment Improvement Bonds, Maturing December 1, 2020: Proceeds to be used for purchasing motor vehicles, acquiring and improving Citywide communication system components and related improvements, computer related system upgrades and components and other necessary equipment; refunding related bond anticipation notes in the principal amount of $1,001,800; and paying legal, advertising, printing and all expenses incidental to said improvements. Such Equipment Improvement Bonds will be issued as Series 2016A Bonds. 10