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Draft: 0SI0712013
<br />PRELIMINARY OFFICIAL STATEMENT DATED , 2013
<br />NEW ISSUE Rating:
<br />BOOK -EMERY -ONLY
<br />In the opinion of Kennedy & Graven Chartered, as Bond Counsel, under existing laws, regitlations, rulings, and decisions, and assuming compliance
<br />by the issuer, the Trustee, the School and the Company with all requirements of the Internal Revenue Code of 1986, as amended, interest on the Series 2013A
<br />Bonds is excludable from gross income of the owners thereof for federal income fax purposes except as described under the heading "TAX MATTERS" herein
<br />and is excludable to the same extent from taxable net income of individuals, estates or musts for Minnesota income tax purposes other than the Minnesota
<br />franchise tax measured by luc'ome and imposed on corporations and financial institutions. interest on the Series 2013.4 Bonds is not an item of tax preference for
<br />purposes of the computation of the alternative minimum fax unposed on individuals and corporations under federal law and on individuals, trusts and estates
<br />under Minnesota law. However, interest on the Series 2013.4 Bonds is taken into account in the computation of adjusted current earnings for computing the
<br />federal alternative minilnum tax imposed on con porations. .Vo opinion will he expressed by Band Counsel regarding other state or federal lax consequences
<br />caused by the receipt or accrual of interest on the Series 2013,4 Bonds or arising with respect to the ownership of the Series 2013.4 Bonds, See "TAX
<br />MATTERS' herein. Interest our the Series 2013B Bonds is excludable fr•our gross income and is subject to bath federal and Minnesota State income taxation.
<br />$1.1,180,000* $ *
<br />CITY OF RAMSEY CITY OF RAMSEY
<br />LEASE REVENUE REFUNDING BONDS TAXABLE LEASE REVENUE REFUNDING BONDS
<br />(PACT CHARTER SCHOOL PROJECT) (PAC'T CHARTER SCHOOL. PROJECT)
<br />SERIES 2013A SERIES 2013E
<br />Dated: 1, 2013 Due: As shown below
<br />The Series 2013 Bonds offered hereby are limited obligations of the City of Ramsey (the "Issuer") and do not constitute general obligations or
<br />a debt, liability, or pledge of the full faith and credit of the Issuer, the City of Ramsey, Ainnesota (the "City"), the State of Minnesota or of any political
<br />subdivision or agency thereof. The Series 2013 Bonds are not secured by or payable from any taxes, revenues or assent of the issuer except for the
<br />Issuer's interest in the Loan Agreement and amounts held pursuant to the Indenture as described herein. Undefined capitalized terms used on this
<br />cover are defined in the text hereof or Appendix E.
<br />Pursuant to the Loan Agreement, all proceeds of the Series 2013 Bonds will be loaned by the Issuer to City of Ramsey (the "Company"), a Minnesota
<br />non-profit corporation and 501(c)(3) organization. Proceeds of the Series 2013 Bonds will be used to: (i) refund the Issuer's Lease Revenue Refunding Bonds
<br />(PACT Charter School Project), Series 2004 which previously financed the existing school facility at _ (the "Schoolhouse") in the City of Ramsey,
<br />Minnesota (the "City") operated by the PACT Charter School, a Minnesota nonprofit corporation (the "School"); (ii) fund a debt service reserve fund; and
<br />(iii) pay the costs of issuing the Bonds (the "Project"). The Schoolhouse will be owned by the Borrower and leased to and operated by the School_
<br />The Series 2013 Bonds will be payable from the moneys held for the payment thereof by Wells Fargo Bank, National Association in Minneapolis,
<br />Minnesota, or its successors, as Trustee under the Indenture, including amounts held in the Reserve Fund and Loan Repayments to be made by the Company
<br />under the Loan Agreement. The Series 2013 Bonds will be secured by a mortgage lien on and security interest in the Project and an assignment of ail rents,
<br />revenues and profits or the Project in favor of the Trustee, subject to certain Permitted Encumbrances. The Project will be leased by the Company to the School
<br />pursuant to a Lease Agreement (the "Lease"), which the Company shall assign to the Trustee. Under the Lease, the School will be required to make Lease
<br />Payments in amounts sufficient to pay debt service on the Series 2013 Bonds, plus certain other payments_ To secure the full and timely payments of such
<br />amounts due under the Lease, the School will create a special depository account (the "Sweep Account") into which there shall be deposited all funding received
<br />by the School from the State of Minnesota Department of Education (including certain pass -through payments of federal funds) and from which there shall he
<br />automatically transferred to the Trustee {within one Business Day) all Lease Payments due from the School. Certain revenues ("Adjusted Pledged Revenues") of
<br />the School shall also be pledged as additional security for the Series 2013 Bonds pursuant to a Pledge Agreement in favor of the Trustee.
<br />The Series 2013 Bonds will be issued as fully registered bonds in the denomination of 55,000 and integral multiples thereof and will initially be
<br />registered in the name of Cede & Co_, as registered owner and nominee for The Depository Trust Company, New York, New York ("DTC"). Purchases of the
<br />Series 2013 Bonds will be made in book entry font only_ Purchasers of beneficial interests will not receive certificates representing their interest in the Series
<br />2013 Bonds. Payments of principal of and interest on the Series 2013 Bonds, and premium. if any. will he made directly to DTC or its nominee, Cede & Co., so
<br />long as DTC or Cede & Co. is the registered owner of the Series 2013 Bonds. Disbursement of suclt payment to the DR: Participants (as defined herein) is the
<br />responsibility of DTC and disbursement of' such payments to the Beneficial Owners (as defined herein) is the responsibility of the DTC Participants, as more
<br />fully described herein.
<br />The Series 2013 Bonds are subject to redemption as described herein under "THE SERIES 2013 BONDS - Redemption of Series 2013 Bonds."
<br />MATURITY SCHEDULE
<br />Series 2013A Bonds
<br />Bonds at %, Due
<br />, 2014- Price %CUSIP No.
<br />$ Bands at %, Due , 2014 - Price °I° [:I15IP No.
<br />$_ Bands at %, Due , 2014 - Price % CIJSIP No.
<br />$ Bonds at %, Due , 2014 Price % CUSIP No.
<br />$_ hands at %, 1)ue , 2014 - Price °/° Cl SIP Na.
<br />$, Roods at %,1)ue ,2014-Price
<br />%CttSIPNa.
<br />Taxable Series 201311 Bonds
<br />$ Bonds at %,Due ,2014-Price %CVSIPNo.
<br />An investment in the Series 2013 Bonds is subject to certain risks. See -"BONDHOLDERS' RISKS" herein.
<br />The Series 2013 Bonds are offered, subject to prior sale, when, as and if accepted by the Underwriter named below and subject to an opinion as to
<br />validity of the Series 2013 Bonds and tax exemption of the Series 2013A Bonds by Briggs and Morgan, Professional Association, Minneapolis, Minnesota, Bond
<br />Counsel, the approval of certain matters by Best & Flanagan LLP, Minneapolis, Minnesota, as counsel to and solely for the benefit of the Underwriter, the
<br />approval of certain matters by John Cairns Law, P.A., Minneapolis, Minnesota, as counsel to the Company and the School, and certain other conditions. It is
<br />expected that delivery of the Series 2013 Bonds will be made on or about 26, 2013 through the facilities of DTC in New York, New York, against
<br />payment therefor. Subject to applicable securities laws and prevailing market conditions, the Underwriter intends, but is not obligated, to effect secondary market
<br />trading in the Series 2013 Bonds. For information with respect to the Underwriter, see "UNDERWRITING" herein.
<br />DOUGHERTY & COMPANY LLC
<br />The date of this Official Statement is 25, 2013
<br />* Preliminary, subject to change
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