preliminary official statement dated july … pos - paid...the 2014b bonds may not be sold nor may...

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PRELIMINARY OFFICIAL STATEMENT DATED JULY 3, 2014

$57,445,000*PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT

Lease Revenue Refunding Bonds,2014 Series B

PNC Capital Markets LLC Ramirez & Co., Inc.

Ratings: Moody’s “A2” S&P “A+” Fitch “A-”

See “RATINGS” herein.

Due: As shown on inside front cover

NEW ISSUE – BOOK ENTRY ONLY

Dated: Date of Original Delivery

Dated: July __, 2014

* Preliminary, subject to change

In the opinion of Co-Bond Counsel, under existing statutes, regulations, rulings and court decisions, interest on the 2014B Bonds will not be includible in the gross income of the holders thereof for federal income tax purposes, assuming continuing compliance by the Authority with the requirements of the Internal Revenue Code of 1986, as amended. Interest on the 2014B Bonds will not be a specific preference item for purposes of computing the federal alternative minimum tax (“AMT”); however, interest on the 2014B Bonds held by certain corporations is included in the computation of “adjusted current earnings,” a portion of which is taken into account in determining the AMT imposed on such corporations. Under the laws of the Commonwealth of Pennsylvania, as enacted and construed on the date hereof, interest on the 2014B Bonds is exempt from Pennsylvania personal income tax and Pennsylvania corporate net income tax and the 2014B Bonds are exempt from personal property taxes in Pennsylvania. See “TAX MATTERS” herein.

The Philadelphia Authority for Industrial Development (the “Authority”) is issuing its Lease Revenue Refunding Bonds, 2014 Series B (the “2014B Bonds”) pursuant to (i) the provisions of the Pennsylvania Economic Development Financing Law, Act No. 102 of the General Assembly of the Commonwealth of Pennsylvania approved August 23, 1967 (P.L. 251), as amended, and as it may be amended or supplemented from time to time (the “Act”), (ii) a resolution of the Authority adopted on April 8, 2014, and (iii) a Seventh Supplemental Trust Indenture dated as of July 1, 2014 (the “Seventh Supplemental Indenture”) between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), supplementing the Trust Indenture dated as of April 1, 2001 (the “Original Indenture”), as amended and supplemented by six supplemental indentures (the Original Indenture, as amended by such six supplemental indentures and the Seventh Supplemental Indenture, is referred to as the “Indenture”).

The 2014B Bonds are being issued to finance: (i) the current refunding of the Authority’s Multi-Modal Lease Revenue Refunding Bonds, 2007 Series B-4, presently outstanding in the principal amount of $55,395,000 (the “2007B-4 Bonds”), (ii) the payment of certain costs of terminating a portion of certain swap agreements entered into in connection with the 2007B-4 Bonds, and (iii) the costs of issuing the 2014B Bonds.

The 2014B Bonds will be issued in denominations of $5,000 and any integral multiple thereof. The 2014B Bonds are issuable only as fully registered bonds without coupons. The 2014B Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository (the “Securities Depository”) for the 2014B Bonds. Purchasers will not receive certificates representing their ownership interest in the 2014B Bonds purchased. The principal of and interest on the 2014B Bonds are payable by the Trustee, as paying agent, to the Securities Depository, which is to remit such principal and interest to its Participants (as defined herein), which are to remit such principal and interest to the Beneficial Owners (as defined herein) of the 2014B Bonds, as described herein. (See “THE 2014B BONDS – Book-Entry Only System” herein.)

The 2014B Bonds are dated their date of original delivery and mature on the dates and in the amounts set forth on the inside front cover. Interest on the 2014B Bonds is payable on each April 1 and October 1, commencing October 1, 2014, until maturity, by wire transfer to the registered owners of the 2014B Bonds. Principal of the 2014B Bonds is payable at the designated office of the paying agent upon surrender of such 2014B Bonds. The Trustee is the initial paying agent for the 2014B Bonds.

The 2014B Bonds are not subject to redemption prior to maturity.

The 2014B Bonds are limited obligations of the Authority payable solely out of certain of the payments made by the

CITY OF PHILADELPHIA

(the “City”) to the Authority under certain leases related to the stadium for the Philadelphia Eagles and the stadium for the Philadelphia Phillies, each lease dated as of April 1, 2001, as amended (collectively, the “Security Leases”) between the Authority, as lessor, and the City, as lessee, and certain other funds and moneys held by the Trustee under the Indenture. Pursuant to the Indenture and except as otherwise provided therein, the Authority has assigned to the Trustee all of its right, title and interest to certain rental payments to be made by the City under the Security Leases as security for the 2014B Bonds and the other bonds issued under the Indenture. (See “SECURITY AND SOURCES OF PAYMENT FOR THE 2014B BONDS.”)

THE 2014B BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM THE TRUST ESTATE (AS DEFINED IN THE INDENTURE) AND ARE NOT OBLIGATIONS OF THE CITY, THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER POLITICAL SUBDIVISION THEREOF. NEITHER THE GENERAL CREDIT OF THE AUTHORITY NOR THE GENERAL CREDIT OR THE TAXING POWER OF THE CITY, THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF THE 2014B BONDS, OR THE INTEREST THEREON OR ANY PREMIUM OR OTHER COSTS INCIDENTAL THERETO. THE AUTHORITY HAS NO TAXING POWER. The Authority has sought bids for a municipal bond insurance policy for the 2014B Bonds, or portions thereof. No decisions regarding such bond insurance can or will be made prior to the receipt of such bids and marketing of the 2014B Bonds.

The 2014B Bonds are offered for delivery when, as and if issued by the Authority and received by the Underwriters, subject to prior sale, withdrawal or modification of the offer without notice, and to the approving opinions of Eckert Seamans Cherin & Mellott, LLC and Law Office of Ann C. Lebowitz, both of Philadelphia, Pennsylvania, Co-Bond Counsel. Certain legal matters will be passed upon for the Authority by Philip Brandt, Esq., Authority Counsel, Philadelphia, Pennsylvania, and for the Underwriters by Dilworth Paxson LLP and Ahmad, Zaffarese & Smyler, LLC, both of Philadelphia, Pennsylvania. Certain legal matters will be passed upon for the City by the City Solicitor. It is expected that the 2014B Bonds will be available for delivery through The Depository Trust Company in New York, New York on or about July __, 2014.

BofA Merrill Lynch Stifel

$57,445,000 PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT

Lease Revenue Refunding Bonds 2014 Series B

Due October 1 Principal Amount* Interest Rate Price CUSIP No.† 2014 $ 1,170,000 2015 13,555,000 2016 13,865,000 2017 14,235,000 2018 14,620,000

Preliminary, subject to change † The above CUSIP (Committee on Uniform Securities Identification Procedures) numbers have been assigned by an organization not affiliated with the Authority, the City or the Underwriters, and such parties are not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers are included solely for the convenience of bondholders and no representation is made as to the correctness of such CUSIP numbers. CUSIP numbers assigned to securities may be changed during the term of such securities based on a number of factors including, but not limited to, the refunding or defeasance of such issue or the use of secondary market financial products. None of the Authority, the City or the Underwriters has agreed to, and there is no duty or obligation to, update this Official Statement to reflect any change or correction in the CUSIP numbers set forth above.

PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT 2600 Centre Square West

1500 Market Street Philadelphia, Pennsylvania 19102

AUTHORITY COUNSEL Philip M. Brandt, Esquire

CO-BOND COUNSEL Eckert Seamans Cherin & Mellott, LLC

Philadelphia, Pennsylvania

Law Office of Ann C. Lebowitz Philadelphia, Pennsylvania

TRUSTEE AND PAYING AGENT The Bank of New York Mellon Trust Company, N. A.


CO-FINANCIAL ADVISORS Public Financial Management, Inc.


Acacia Financial Group, Inc. Marlton, New Jersey

THE CITY OF PHILADELPHIA, PENNSYLVANIA

_______________________ MAYOR

HONORABLE MICHAEL A. NUTTER ______________________

_______________________ MAYOR’S CHIEF OF STAFF

Everett A. Gillison ______________________

MAYOR’S CABINET

Richard Negrin .................................................................................................................. Managing Director Rob Dubow ...................................................................................................................... Director of Finance Shelley R. Smith ........................................................................................................................ City Solicitor Rina Cutler ............................................................................. Deputy Mayor of Transportation and Utilities Alan Greenberger .......... Deputy Mayor for Planning and Economic Development and Commerce Director Donald F. Schwartz, M.D. ............... Deputy Mayor for Health and Opportunity and Health Commissioner Michael DiBerardinis .................................... Deputy Mayor for Environmental and Community Resources Desiree Peterkin Bell ............. Director of Communications and Strategic Partnerships/City Representative Lori A. Shorr, Ph.D ................................................................................................... Chief Education Officer Adel Ebeid ........................................................................................................... Chief Information Officer Katherine Gajewski ................................................................................................. Director of Sustainability Teresa A. Gillen .................................................................................... Director, Federal Legislative Affairs Eva Gladstein ................... Executive Director, Mayor’s Office of Community Engagement & Opportunity Amy L. Kurland .................................................................................................................. Inspector General Hope Caldwell ............................................................................................................ Chief Integrity Officer Michael Resnick ...................................................................................................... Director of Public Safety Robert Murken ....................................................................... Director. Legislative and Government Affairs David G. Wilson .......................................................................................... First Deputy Managing Director Maia Jachimowicz ............................................................................................................. Director of Policy

_______________________ CITY TREASURER Nancy E. Winkler

______________________ ______________________

CITY CONTROLLER Alan L. Butkovitz

______________________

Effective July 15, 2014, Susan Kretsge, the current Chief of Staff of the City’s Office of Health and Opportunity, will replace Dr. Schwartz as the City’s Deputy Mayor for Health and Opportunity and Health Commissioner.

This Official Statement does not constitute an offer to sell, or a solicitation of an offer to buy, any of the 2014B Bonds in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. No dealer, salesperson or any other person has been authorized by the Philadelphia Authority for Industrial Development (the “Authority”), the City of Philadelphia (the “City”) or the Underwriters to give any information or to make any representations, other than those contained herein, in connection with the offering of the 2014B Bonds, and, if given or made, such information or representations must not be relied upon.

This Official Statement is not to be construed as a contract or agreement among the City, the Authority, the Underwriters

and the purchasers or owners of any offered 2014B Bonds. The information and the opinions expressed 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 operation or financial condition of the City or in any of the other matters referred to herein since the date hereof or the date as of which particular information is given, if earlier.

No quotations from or summaries or explanations of provisions of law and documents herein purport to be complete and

reference is made to such laws and documents for full and complete statements of their provisions. Any statements made in this Official Statement involving estimates or matters of opinion, whether or not expressly so stated, are intended merely as estimates or opinions and not as representations of fact.

IN CONNECTION WITH THE OFFERING OF THE 2014B BONDS, THE UNDERWRITERS MAY OVER-ALLOT OR

EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH 2014B BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME, WITHOUT PRIOR NOTICE. THE UNDERWRITERS MAY OFFER AND SELL THE 2014B BONDS TO CERTAIN DEALERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE INSIDE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITERS.

THIS OFFICIAL STATEMENT CONTAINS STATEMENTS WHICH, TO THE EXTENT THEY ARE NOT

RECITATIONS OF HISTORICAL FACT, CONSTITUTE FORWARD-LOOKING STATEMENTS, AS SUCH TERM IS DEFINED IN SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. IN THIS RESPECT, SUCH FORWARD-LOOKING STATEMENTS ARE IDENTIFIED BY THE USE OF THE WORDS ESTIMATE, PROJECT, ANTICIPATE, EXPECT, FORECAST, INTEND OR BELIEVE OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. SUCH FORWARD-LOOKING INFORMATION INVOLVES IMPORTANT RISKS AND UNCERTAINTIES THAT COULD RESULT IN THE ACTUAL INFORMATION BEING SIGNIFICANTLY DIFFERENT FROM THAT EXPRESSED IN THIS OFFICIAL STATEMENT. POTENTIAL INVESTORS SHOULD SPECIFICALLY CONSIDER THE VARIOUS FACTORS WHICH COULD CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS OFFICIAL STATEMENT. THE CITY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENT CONTAINED HEREIN TO REFLECT ANY CHANGES IN THE CITY’S EXPECTATIONS WITH REGARD THERETO OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE

CITY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE 2014B BONDS WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND 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.

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 2014B BONDS IS MADE ONLY BY MEANS OF THIS ENTIRE OFFICIAL STATEMENT.

This Official Statement speaks only as of the date printed on the cover page hereof. This Official Statement will be made

available through the Electronic Municipal Market Access System (“EMMA”), which is the sole Nationally Recognized Municipal Securities Information Repository under Securities Exchange Commission Rule 15c2-12.

The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have

reviewed the information in this Official Statement in accordance with and as part of their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information.

TABLE OF CONTENTS PAGE

INTRODUCTORY STATEMENT .............................................................................................................. 1

The Authority ................................................................................................................................... 1 Purpose of the Issue ......................................................................................................................... 1 Authorization for the 2014B Bonds ................................................................................................. 1 Description of the 2014B Bonds ...................................................................................................... 2 Security ............................................................................................................................................ 2 City’s Obligation to Make Lease Payments ..................................................................................... 3 Information Regarding the City of Philadelphia .............................................................................. 4 Bond Insurance ................................................................................................................................ 4 Miscellaneous .................................................................................................................................. 4

THE AUTHORITY ...................................................................................................................................... 5 Organization ..................................................................................................................................... 5 Board of Authority ........................................................................................................................... 5 Financing Program of the Authority ................................................................................................ 5

THE 2014B BONDS ..................................................................................................................................... 6 General ............................................................................................................................................ 6 Book-Entry Only System ................................................................................................................. 7

SWAP AGREEMENTS ................................................................................................................................ 9 PLAN OF FINANCE AND ESTIMATED SOURCES AND USES OF FUNDS ....................................... 9 ESTIMATED PRO FORMA ANNUAL DEBT SERVICE REQUIREMENTS ....................................... 11 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS .......................................................... 12

Additional Debt .............................................................................................................................. 13 LITIGATION .............................................................................................................................................. 13

The Authority ................................................................................................................................. 13 The City ......................................................................................................................................... 13

RATINGS ................................................................................................................................................... 14 LEGAL MATTERS .................................................................................................................................... 14 TAX MATTERS ......................................................................................................................................... 14

Federal .......................................................................................................................................... 14 Pennsylvania .................................................................................................................................. 15 Other .......................................................................................................................................... 15

UNDERWRITING ..................................................................................................................................... 15 FINANCIAL ADVISORS .......................................................................................................................... 16 LIMITATIONS OF RIGHTS AND REMEDIES UNDER FEDERAL BANKRUPTCY CODE ............. 16 CONTINUING DISCLOSURE .................................................................................................................. 16 CERTAIN RELATIONSHIPS ................................................................................................................... 17 MISCELLANEOUS ................................................................................................................................... 17 APPENDICES A. City of Philadelphia Government and Financial Information A-1 B. City Socioeconomic Information B-1 C. Annual Financial Report of the City of Philadelphia for the Year Ended June 30, 2013 C-1 D. Summary of Certain Provisions of the Indenture and the Security Leases D-1 E. Proposed Form of Opinions of Co-Bond Counsel E-1 F. Form of Continuing Disclosure Agreement F-1

OFFICIAL STATEMENT

Relating To

$57,445,000 PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT

Lease Revenue Refunding Bonds, 2014 Series B

INTRODUCTORY STATEMENT

This Official Statement, including the cover page and the attached Appendices, is furnished to provide information concerning the Philadelphia Authority for Industrial Development (the “Authority”) and the City of Philadelphia, Pennsylvania (the “City”) in connection with the issuance by the Authority of its $57,445,000* aggregate principal amount of Philadelphia Authority for Industrial Development Lease Revenue Refunding Bonds, 2014 Series B (the “2014B Bonds”). The 2014B Bonds are dated, mature and bear interest, all as described in this Official Statement.

The Authority

The Authority, a public instrumentality of the Commonwealth of Pennsylvania (the “Commonwealth”) and a body corporate and politic, was created in 1967 pursuant to the Pennsylvania Economic Development Financing Law, Act No. 102 of the General Assembly of the Commonwealth of Pennsylvania approved August 23, 1967 (P.L. 251), as amended, and as it may be amended or supplemented from time to time (the “Act”). The Authority’s address is 2600 Centre Square West, 1500 Market Street, Philadelphia, Pennsylvania 19102. See “THE AUTHORITY” herein.

Purpose of the Issue

The Authority is issuing the 2014B Bonds at the request of the City to finance (i) the current refunding of the Authority’s Multi-Modal Lease Revenue Refunding Bonds, 2007 Series B-4, presently outstanding in the principal amount of $55,395,000 (the “2007B-4 Bonds”), (ii) the payment of certain costs of terminating certain swap agreements entered into in connection with the 2007B-4 Bonds, and (iii) the costs of issuing the 2014B Bonds.

Authorization for the 2014B Bonds

The 2014B Bonds are being issued pursuant to the provisions of (i) the Act, (ii) a resolution of the Authority adopted April 8, 2014, and (iii) a Seventh Supplemental Trust Indenture dated as of July 1, 2014 (the “Seventh Supplemental Indenture”) between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), supplementing the Trust Indenture dated as of April 1, 2001 (the “Original Indenture”), as amended and supplemented by six supplemental indentures (the Original Indenture, as amended by such six supplemental indentures and the Seventh Supplemental Indenture is referred to as the “Indenture”).

Preliminary, subject to change

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Description of the 2014B Bonds

The 2014B Bonds will be dated their date of issuance and will bear interest from such date payable on April 1 and October 1 of each year, commencing October 1, 2014 (each, an “Interest Payment Date”), until maturity. Interest on the 2014B Bonds will be computed on the basis of a 360-day year of twelve 30-day months. The 2014B Bonds will mature in the amounts and on the dates, and bear interest at the rates, set forth on the inside cover page hereof. The 2014B Bonds are not subject to redemption prior to maturity.

The 2014B Bonds will be issued in fully registered form in denominations of $5,000 and any integral multiple thereof. The 2014B Bonds are issuable only as fully registered bonds without coupons. The 2014B Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository (the “Securities Depository”) for the 2014B Bonds. Purchasers will not receive certificates representing their ownership interest in the 2014B Bonds purchased. The principal of and interest on the 2014B Bonds are payable by the Paying Agent to the Securities Depository, which is to remit such principal and interest to its Participants (as defined herein), which are to remit such principal and interest to the Beneficial Owners (as defined herein) of the 2014B Bonds, as described herein. The Trustee is acting as the initial Paying Agent for the 2014B Bonds. See “THE 2014B BONDS” herein.

Security

The 2014B Bonds are limited obligations of the Authority payable solely out of certain amounts, if any, available therefor under the Indenture, and certain rental payments to be made by the City, as lessee, to the Authority, as lessor, under the following leases: (i) the Eagles Prime Lease dated as of April 1, 2001 (the “Eagles Prime Lease”) with respect to the Eagles Premises (defined herein); and (ii) the Phillies Prime Lease dated as of April 1, 2001, as amended (the “Phillies Prime Lease”) with respect to the Phillies Premises (defined herein). Collectively, the Eagles Prime Lease and the Phillies Prime Lease, together with any other lease or sublease hereafter pledged to secure the Bonds (defined herein), shall from time to time be referred to herein as the “Security Leases.” The Authority has previously issued its Fixed Rate Lease Revenue Refunding Bonds, 2007 Series A (the “2007A Bonds”), currently outstanding in the principal amount of $12,430,000, its Multi-Modal Lease Revenue Refunding Bonds, 2007 Series B-2, currently outstanding in the principal amount of $72,400,000 (the “2007B-2 Bonds”), its Multi-Modal Lease Revenue Refunding Bonds 2007 Series B-3, currently outstanding in the principal amount of $44,605,000 (the “2007B-3 Bonds”) and its Lease Revenue Refunding Bonds, 2014 Series A, currently outstanding in the principal amount of $117,275,000 (the “2014A Bonds”, and together with the 2007A Bonds, the 2007B-2 Bonds and the 2007B-3 Bonds, the “Prior Bonds”). The 2014B Bonds, the Prior Bonds and any future indebtedness issued under the Indenture (“Additional Bonds”) are referred to collectively as the “Bonds” herein. The Bonds are secured equally and ratably under the Indenture, except as otherwise provided therein.

In order to secure the Bonds, the Authority has assigned to the Trustee certain of the rental payments to be received by it from the City under the Security Leases. The Bonds also are secured by the funds and accounts established under the Indenture (other than the Rebate Fund, the Purchase Fund and any other fund or account established hereafter and specifically excluded from the pledge of the Indenture), including all instruments and obligations in which the moneys in such funds and accounts may from time to time be invested and all interest and other investment earnings thereon and proceeds thereof. Neither the Phillies nor the Eagles are obligated to make any payments with respect to the Bonds. Additionally, pursuant to the Eagles Prime Lease, the rental payments made by the City to the Authority thereunder for the payment of the principal or redemption price of, and interest on the Bonds, are subordinate to the payment of certain rental

3

payments made by the City to the Authority with respect to certain operating and maintenance expenses associated with the Eagles Premises. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein.

THE 2014B BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM THE TRUST ESTATE (AS DEFINED IN THE INDENTURE) AND ARE NOT OBLIGATIONS OF THE CITY, THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER POLITICAL SUBDIVISION THEREOF. NEITHER THE GENERAL CREDIT OF THE AUTHORITY NOR THE GENERAL CREDIT OR THE TAXING POWER OF THE CITY, THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF THE 2014B BONDS, OR THE INTEREST THEREON OR ANY PREMIUM OR OTHER COSTS INCIDENTAL THERETO. THE AUTHORITY HAS NO TAXING POWER.

Pursuant to, and in accordance with, the Indenture, the Authority may issue Additional Debt on parity with the Bonds pursuant to a Supplemental Indenture in one or more series, in various principal amounts, which may mature at different times, may bear interest at varying rates and may otherwise vary as provided in such Supplemental Indenture. For a further description of the conditions under which such Additional Debt may be issued, see APPENDIX D – “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE AND THE SECURITY LEASES.”

City’s Obligation to Make Lease Payments

The City has agreed pursuant to the Security Leases to, inter alia, make certain rental payments to the Authority, which, together with all other available amounts therefor under the Indenture, if any, will be sufficient for the Authority to make its required payments of principal, purchase price or redemption price of, and interest on the Bonds then becoming due, whether by maturity, redemption, purchase or otherwise (other than by reason of acceleration under the Indenture). Acceleration of the Bonds will not cause an acceleration of the rent payable by the City under the Security Leases.

The City’s rental obligations under the Security Leases shall be payable by the City only out of the current revenues of the City. The City has agreed in the Security Leases to provide for the payment of such rent and include the same in its annual operating budget for each fiscal year of the City. The City covenants in the Security Leases to make appropriations in each of its fiscal years in such amounts as shall be required to make all rental payments due and payable thereunder in each such fiscal year. If the current revenues of the City are insufficient to pay rent in any fiscal year as the same becomes due and payable, the City covenants in the Security Leases to include amounts not so paid in its operating budget for the ensuing fiscal year and to produce sufficient current revenues to pay in the ensuing fiscal year such balance due for the preceding fiscal year in addition to the amount of rent due for the ensuing fiscal year. Any provision of the Security Leases to the contrary notwithstanding, under no circumstances shall the Authority’s remedies under the Security Leases include the right to cause an acceleration of all or any part of the rental payments due thereunder or the right to terminate any Security Lease.

The Security Leases also provide that the City is required to make rental payments, without suspension or abatement of any nature and that so long as, among other things, any of the Bonds remain Outstanding, the obligation of the City to make such rental payments shall be absolute and unconditional.

The City’s obligations under the Security Leases to make certain rental payments are not a general obligation debt of the City within the meaning of any constitutional or statutory provision relating to the incurrence of debt by the City, and the City has not pledged its full faith and credit or taxing power for the payment of its obligations thereunder.

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Information Regarding the City of Philadelphia

Certain information regarding the City, including relevant statutory provisions, financial information, litigation information, the relationship with the Pennsylvania Intergovernmental Cooperation Authority (“PICA”), as well as the projected ending fund balances for each year of the City’s Five-Year Plan covering fiscal years 2015 through 2019, is included in APPENDIX A. APPENDIX B contains socio-economic and demographic information about the City. The City’s Comprehensive Annual Financial Report for Fiscal Year 2013 is contained in APPENDIX C hereto. Certain information contained herein regarding the City is for periods prior to or subsequent to June 30, 2013. As a result, certain of the information in APPENDIX C is, at times, at variance with corresponding information concerning the City in APPENDIX A.

The City’s Comprehensive Annual Financial Reports and other information about the City can be found at the City’s website, www.phila.gov/investor (the “City Investor Website”).

The “Terms of Use” statement of the City Investor Website, which applies to all users of the City Investor Website, provides, among other things, that the information contained therein is provided for the convenience of the user, that the City is not obligated to update such information, and that the information may not provide all information that may be of interest to investors. The information contained on the City Investor Website does not constitute an offer to buy or sell securities, nor is it a solicitation therefor. The information contained on the City Investor Website is not incorporated by reference in this Official Statement and persons considering a purchase of the 2014B Bonds should rely only on information contained in this Official Statement or incorporated by reference herein.

Bond Insurance

The 2014B Bonds, or a portion thereof, may or may not be issued with bond insurance, and the decision whether to use bond insurance on the 2014B Bonds, or a portion thereof, will be subject to market conditions at the time of pricing of the 2014B Bonds.

Miscellaneous

Brief descriptions of the 2014B Bonds, the security therefor, the Indenture and the Security Leases are included herein. Such descriptions do not purport to be comprehensive or definitive. All references herein to the Indenture and the Security Leases and other documents are qualified in their entirety by reference to each such document. The attached Appendices are integral parts of this Official Statement and should be read in their entirety together with the foregoing statements. Copies of such documents are available at the office of the Trustee located in Philadelphia, Pennsylvania. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in APPENDIX D – “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE AND THE SECURITY LEASES”.

APPENDIX E contains the proposed forms of the opinions of Co-Bond Counsel. APPENDIX F contains the form of Continuing Disclosure Agreement with respect to the 2014B Bonds.

This Official Statement speaks only as of the date printed on the cover hereof. The information contained herein is subject to change. Any statements made in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended merely as opinions and not as representations of fact. No representation is made that any of the opinions or estimates will be realized. This Official Statement will be made available through the Electronic Municipal Market Access System maintained by the Municipal Securities Rulemaking Board.

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THE AUTHORITY

Organization

The Authority is a public instrumentality of the Commonwealth and a body corporate and politic, created pursuant to the Act for the purpose of acquiring, holding, constructing, improving, maintaining, operating, owning, financing and leasing, either in the capacity of lessor or lessee, industrial, commercial or specialized development projects, all as permitted under the Act. A Certificate of Incorporation was issued to the Authority by the Secretary of the Commonwealth on December 27, 1967. An Amended Certificate of Incorporation, extending the term of existence of the Authority, was issued on September 21, 2011. The Authority’s existence will continue for 50 years from September 21, 2011.

Board of Authority

The governing body of the Authority is a board consisting of five members appointed by the Mayor of the City. Members of the Authority’s board serve at the pleasure of the Mayor. The following persons are the present members and officers of the Authority:

Name Position Thomas A. K. Queenan Chairman Leslie Anne Miller, Esq. Vice Chairman Evelyn F. Smalls Treasurer David L. Hyman, Esq. Member Harold B. Yaffe, DDS Member Paul J. Deegan* Secretary Terry A. DeMusis* Assistant Secretary ___________________ * Non-Member

Financing Program of the Authority

The Authority has a number of special obligation bond and note issues outstanding and may issue others from time to time. Each such issue is payable solely from revenues derived from the project being financed, from special funds established therefor or from other financing arrangements. Each issue is separately secured, and is separate and independent from the 2014B Bonds as to sources of payment and security.

The 2014B Bonds are payable solely from the funds pledged under the Indenture, and other obligations issued by the Authority are payable solely from funds specifically pledged for the payment of such other obligations. Accordingly, a default on another issue of obligations issued by the Authority would not constitute a default on the 2014B Bonds. The Authority has experienced defaults with respect to certain obligations issued by it, by reason of nonpayment of debt service by the party receiving financing through the Authority. The Authority may from time to time enter into further financing transactions with other entities in connection with other projects. Such transactions will provide for the issuance of bonds or notes to be secured by separate sources of revenues or other security.

In addition to its financing activities and as part of its economic development activities for the City, the Authority owns and manages certain industrial and commercial parks in the City. The City transferred to the Authority legal title to certain vacant land available for development in several industrial parks. The Authority also holds title to, and is the developer of, certain other real property in the City, including

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substantially all of the land and buildings comprising the Philadelphia Naval Business Center, which represents the largest portion of the former Philadelphia Naval Shipyard previously owned and operated by the United States of America.

ALTHOUGH THE AUTHORITY HAS EXECUTED THIS OFFICIAL STATEMENT AND AUTHORIZED ITS DISTRIBUTION, THE AUTHORITY IS NOT RESPONSIBLE FOR AND DOES NOT REPRESENT OR WARRANT IN ANY WAY THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR ANY STATEMENTS MADE HEREIN, EXCEPT THE INFORMATION AND STATEMENTS SET FORTH UNDER THE HEADINGS “INTRODUCTORY STATEMENT – THE AUTHORITY,” “THE AUTHORITY” AND “LITIGATION—THE AUTHORITY”. ACCORDINGLY, EXCEPT AS AFORESAID, THE AUTHORITY DISCLAIMS RESPONSIBILITY FOR THE DISCLOSURE SET FORTH HEREIN MADE IN CONNECTION WITH THE SALE AND DISTRIBUTION OF THE 2014B BONDS OR OTHERWISE.

THE 2014B BONDS

General

The 2014B Bonds are being issued by the Authority under the Act and pursuant to the Indenture and will be dated the date of issuance. The 2014B Bonds will bear interest from such date payable on April 1 and October 1 of each year (each, an “Interest Payment Date”), commencing October 1, 2014, until maturity. The 2014B Bonds will mature in the amounts and on the dates, and bear interest at the rates, set forth on the inside cover page hereof. Interest on the 2014B Bonds will be computed on the basis of a 360-day year of twelve 30-day months.

The 2014B Bonds will be issued in fully registered form in the denominations of $5,000 and any integral multiple thereof. The 2014B Bonds will be registered in the name of Cede & Co., as nominee of DTC. DTC will act as securities depository for the 2014B Bonds. So long as the 2014B Bonds are held in DTC’s book-entry only system, DTC (or a successor securities depository) or its nominee will be the registered owner of the 2014B Bonds for all purposes of the Indenture, the 2014B Bonds and this Official Statement, and payments of principal, interest and premium, if any, with respect to the 2014B Bonds will be made solely through the facilities of DTC. See “Book-Entry Only System” herein.

Unless otherwise provided in any writing with or from DTC, the interest on the 2014B Bonds shall be paid by the Paying Agent on each Interest Payment Date by wire transfer of immediately available funds to an account specified by the registered owner in a writing delivered to the Paying Agent. Any such specified account shall remain in effect until revised by such registered owner by an instrument in writing delivered to the Paying Agent. Unless otherwise agreed to by the Authority and the Paying Agent, the principal of and premium, if any, on each 2014B Bond shall be payable upon surrender thereof at the Payment Office of the Paying Agent.

The Trustee is the initial Paying Agent for the 2014B Bonds. The interest on the 2014B Bonds will be paid mailed by the Paying Agent to the registered owners at their addresses as they appear in the registry books of the Trustee as of the Record Date, which, shall be the fifteenth (15th) day (whether or not a business day) of the month preceding the Interest Payment Date.

If sufficient funds for the payment of interest becoming due on any Interest Payment Date are not on deposit with the Trustee on such date, the interest so becoming due shall cease to be payable to the registered owners otherwise entitled thereto as of such date. If sufficient funds thereafter become available for the payment of such overdue interest, the Trustee shall establish a special interest payment date (any such date being referred to as a “Special Interest Payment Date”) on which such overdue interest shall be paid and a

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special record date relating thereto (any such date being referred to as a “Special Record Date”), and shall mail a notice of each such date to the registered owners of the 2014B Bonds at least 10 days prior to the Special Record Date, but not more than 30 days prior to the Special Interest Payment Date.

If any 2014B Bond is mutilated, lost, stolen or destroyed, upon satisfaction of the conditions set forth in the Indenture, the Authority shall execute and the Trustee shall authenticate and deliver a new 2014B Bond of like tenor and denomination. The Authority and the Trustee may require indemnification against any and all claims arising out of the issuance of substitute 2014B Bonds.

The Indenture and all provisions thereof are incorporated by reference in the text of the 2014B Bonds, and the 2014B Bonds provide that each registered owner, Beneficial Owner, DTC Participant or Indirect Participant (as such terms are hereinafter defined) in DTC, by acceptance of a 2014B Bond (including receipt of a book-entry credit evidencing an interest therein) assents to all of such provisions as an explicit and material portion of the consideration running to the Authority to induce it to issue such 2014B Bond.

Book-Entry Only System

The following information concerning DTC and DTC’s book-entry only system has been obtained from DTC. The Authority, the City, the Trustee and the Underwriters make no representation as to the accuracy of such information.

The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the 2014B Bonds. The 2014B Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered 2014B Bond certificate will be issued in the aggregate principal amount of each maturity of the 2014B Bonds, and will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.6 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U. S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of 2014B Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2014B Bonds on DTC’s records. The ownership interest of each actual purchaser of each 2014B Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect

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Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2014B Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in 2014B Bonds, except in the event that use of the book-entry system for the 2014B Bonds is discontinued.

To facilitate subsequent transfers, all 2014B Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of 2014B Bonds with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2014B Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such 2014B Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of 2014B Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the 2014B Bonds, such as defaults, and proposed amendments to the security documents. For example, Beneficial Owners of 2014B Bonds may wish to ascertain that the nominee holding the 2014B Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of the notices be provided directly to them.

Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the 2014B Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer or its agent as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the 2014B Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Payments of principal, of premium, if any, and of interest on the 2014B Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from the Authority or the Trustee on payable dates in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC (nor its nominee), the Trustee, or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments of principal, premium, if any, and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) are the responsibility of the Authority or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as securities depository with respect to the 2014B Bonds at any time by giving reasonable written notice to the Authority or the Trustee. Under such circumstances, in

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the event that a successor securities depository is not obtained, bond certificates are required to be printed and delivered.

The Authority may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, bond certificates will be printed and delivered.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Authority and the City believe to be reliable, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Underwriters, the Trustee, the Authority or the City.

NONE OF THE AUTHORITY, THE CITY OR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO DIRECT OR INDIRECT PARTICIPANTS, BENEFICIAL OWNERS OR OTHER NOMINEES OF SUCH BENEFICIAL OWNERS FOR: (1) SENDING TRANSACTION STATEMENTS; (2) MAINTAINING, SUPERVISING OR REVIEWING, OR THE ACCURACY OF, ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT OR INDIRECT PARTICIPANT OR OTHER NOMINEES OF SUCH BENEFICIAL OWNERS; (3) PAYMENT OR THE TIMELINESS OF PAYMENT BY DTC TO ANY DIRECT PARTICIPANT, OR BY ANY DIRECT OR INDIRECT PARTICIPANT OR OTHER NOMINEES OF BENEFICIAL OWNERS TO ANY BENEFICIAL OWNER, OF ANY AMOUNT DUE IN RESPECT OF THE PRINCIPAL OF, OR INTEREST ON BOOK-ENTRY 2014B BONDS; (4) DELIVERY OR TIMELY DELIVERY BY DTC TO ANY DIRECT PARTICIPANT, OR BY ANY DIRECT OR INDIRECT PARTICIPANT OR OTHER NOMINEES OF BENEFICIAL OWNERS TO ANY BENEFICIAL OWNERS, OF ANY NOTICE OR OTHER COMMUNICATION WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN OWNERS OF BOOK-ENTRY 2014B BONDS; OR (5) ANY ACTION TAKEN BY DTC OR ITS NOMINEE AS THE REGISTERED OWNER OF BOOK-ENTRY 2014B BONDS.

In the event that the Book-Entry Only System is discontinued and the Beneficial Owners become registered owners of the 2014B Bonds, the 2014B Bonds will be transferable in accordance with the provisions of the Indenture.

SWAP AGREEMENTS

The Authority entered into separate interest rate swap agreements in connection with the 2007B-2 Bonds, the 2007B-3 Bonds and the 2014A Bonds (collectively, the “Prior Bonds Swap Agreements”) with JPMorgan Chase Bank, National Association (“JPMorgan”) and Merrill Lynch Capital Services, Inc. (“MCLS” and, together with JPMorgan, the “Counterparties”), pursuant to which the Authority makes periodic fixed rate payments to the Counterparties and the Counterparties make periodic floating rate payments to the Authority. The Prior Bonds Swap Agreements are subject to termination prior to their scheduled termination dates by either party under a number of circumstances. Such early termination could result in either a payment from the Authority to the Counterparties or from the Counterparties to the Authority depending on market conditions at the time of early termination. Payment obligations under the Prior Bonds Swap Agreements are subordinate in security and prior of payment to the Bonds. Please see APPENDIX A for information relating to the current mark-to-market value of the Prior Bonds Swap Agreements.

PLAN OF FINANCE AND ESTIMATED SOURCES AND USES OF FUNDS

The proceeds of the 2014B Bonds will be used to finance ( i) the current refunding of the 2007B-4 Bonds, presently outstanding in the principal amount of $55,395,000, (ii) the payment of certain costs of

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terminating a portion of certain swap agreements entered into in connection with the 2007B-4 Bonds, and (iii) the costs of issuing the 2014B Bonds.

Sources of Funds: Principal amount of 2014B Bonds Total Sources Uses of Funds: Current refunding of the 2007B-4 Bonds Swap termination payments Costs of Issuance* Total Uses _____________________ *Includes Underwriters’ discount, legal fees, printing, rating agency fees, trustee fees and others expenses of the offering, and a rounding amount.

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ESTIMATED PRO FORMA ANNUAL DEBT SERVICE REQUIREMENTS

Set forth below is the schedule of estimated yearly debt service due on the Bonds, including the 2014B Bonds, outstanding as of the date of this Official Statement in each fiscal year ending June 30.

2007A Bonds

2007B-2 Bonds, 2007B-3 Bonds and 2014A Bonds

2014B Bonds

Aggregate Debt Service

Year Ending June 30 Principal Interest Principal Interest(2) Principal Interest

2015 $12,430,000 $300,906 $ 0 $ 8,944,282 2016 0 0 0 8,895,492 2017 0 0 0 8,895,492 2018 0 0 0 8,895,492 2019 0 0 0 8,895,492 2020 0 0 15,355,000 8,603,988 2021 0 0 16,015,000 8,008,448 2022 0 0 16,695,000 7,387,468 2023 0 0 17,405,000 6,740,097 2024 0 0 18,150,000 6,065,107 2025 0 0 18,925,000 5,361,258 2026 0 0 19,730,000 4,627,403 2027 0 0 20,570,000 3,862,313 2028 0 0 21,445,000 3,064,666 2029 0 0 22,365,000 2,232,935 2030 0 0 23,315,000 1,365,692 2031 0 0 24,310,000 461,526

Total(1) $12,430,000 $300,906 $234,280,000 $102,307,151

(1) Numbers may not add due to rounding. (2) Amounts shown in this column assume a “synthetic fixed rate” of interest, calculated on a semi-annual basis with a 30/360 day

count. The Authority issued the 2007B-2 Bonds, the 2007B-3 Bonds and the 2014A Bonds as variable rate demand obligations and entered into the Prior Bonds Swap Agreements with the Counterparties, pursuant to which the Counterparties are required to pay an amount based on the SIFMA Index or 70% of one-month LIBOR, and the Authority is required to pay the fixed rate set forth in the Prior Bonds Swap Agreements. The Authority is responsible for all interest on the 2007B-2 Bonds, the 2007B-3 Bonds and the 2014A Bonds in excess of the amounts paid by the Counterparties.


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SECURITY AND SOURCES OF PAYMENT FOR THE BONDS

The Bonds, including the 2014B Bonds, are limited obligations of the Authority and are payable solely from certain rental payments to be made by the City, as lessee, to the Authority, as lessor, under the Security Leases and certain amounts available therefor under the Indenture, if any. The Security Leases consist of: (i) the Eagles Prime Lease, pursuant to which the City has leased from the Authority a parcel of land in connection with the development of a football stadium (known as Lincoln Financial Field) constructed on such parcel, together with the improvements thereon, including the football stadium (the “Eagles Premises”); and (ii) the Phillies Prime Lease, pursuant to which the City has leased from the Authority certain parcels of land in connection with the development of a baseball park (known as Citizens Bank Park) constructed on such parcels, together with the improvements thereon, including the baseball park (the “Phillies Premises”). The Bonds, including the 2014B Bonds, are also secured by the funds and accounts established under the Indenture (other than the Rebate Fund, and any other fund or account now existing or established hereafter and specifically excluded from the pledge of the Indenture) including all instruments and obligations in which the moneys in such pledged funds and accounts may from time to time be invested and all interest and other investment earnings thereon and proceeds thereof. Neither the Phillies nor the Eagles are obligated to make any payments with respect to the Bonds, including the 2014B Bonds. Additionally, pursuant to the Eagles Prime Lease, the rental payments made by the City to the Authority thereunder for the payment of the principal or redemption price of, and interest on the Bonds, including the 2014B Bonds, are subordinate to the payment of certain rental payments made by the City to the Authority with respect to certain operating and maintenance expenses associated with the Eagles Premises.

In order to secure the payment of the principal or redemption price of and interest on the Bonds, including the 2014B Bonds, the obligations under any swaps entered into by the Authority in respect of Bonds (on a subordinate basis) and the performance and observance by the Authority of all of the covenants, express or implied in the Indenture and the Bonds, the Authority, pursuant to the Indenture, has assigned to the Trustee: (i) the rights, title and interest of the Authority to certain rental payments under the Eagles Prime Lease and the Phillies Prime Lease (excepting the right to certain amounts payable to the Authority for insurance premiums and any rebate liability, and certain fees, expenses and indemnities payable thereunder as set forth in the Indenture) and the rights and remedies associated with such payments, and (ii) all funds and accounts established under the Indenture (other than the Rebate Fund, and any other fund or account now existing or established hereafter and specifically excluded from the pledge of the Indenture), and investment earnings thereon, subject to disbursements from such fund or account in accordance with the Security Leases and the Indenture. See “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE AND THE SECURITY LEASES” in APPENDIX D hereto.

The City has agreed in the Security Leases, to, inter alia, make certain rental payments to the Authority, which, together with all other available amounts therefor under the Indenture, if any, will be sufficient for the Authority to make its required payments of principal or redemption price of, and interest on the Bonds, including the 2014B Bonds, then becoming due, whether by maturity, redemption or otherwise (other than by reason of acceleration under the Indenture) and any payments due under any swaps entered into by the Authority in respect of the Bonds. Acceleration of the Bonds will not cause an acceleration of the rent payable by the City under the Security Leases.

The City’s rental obligations under the Security Leases will be payable only out of current revenues of the City. The City has agreed in the Security Leases to provide for payment of such rent and include the same in the City’s annual operating budget for each fiscal year of the City. The City covenants in the Security Leases to make appropriations in each of its fiscal years in such amounts as shall be required to make all rental payments due and payable thereunder in each such fiscal year. If the current revenues of the City are insufficient to pay rent in any fiscal year as the same becomes due and payable, the City covenants in the Security Leases to include amounts not so paid in the City’s operating budget for the ensuing fiscal year and

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shall produce sufficient current revenues to pay in the ensuing fiscal year such balance due for the preceding fiscal year in addition to the amount of rent due for the ensuing fiscal year. Any provision of the Security Leases to the contrary notwithstanding, under no circumstances shall the Authority’s remedies under the Security Leases include the right to cause an acceleration of all or any part of the City’s rental payments thereunder or the right to terminate any Security Lease.

The Security Leases provide that so long as, among other things, any of the Bonds remain Outstanding, notwithstanding that all or any part of the premises leased thereunder shall have been wholly or partially destroyed, damaged or injured, and shall not have been repaired, replaced or rebuilt, the obligation of the City to pay rentals shall be absolute and unconditional and shall not be suspended, abated, reduced, abrogated, waived, diminished or otherwise modified in any manner or to any extent whatsoever, regardless of any rights of setoff, recoupment or counterclaim that the City might otherwise have against the Authority or the Trustee or any other party or parties and regardless of any contingency, act of God, event or cause whatsoever and notwithstanding any circumstances or occurrence that may arise or take place after the date of the Security Leases.

Additional Debt

In accordance with the provisions of the Indenture, the Authority may issue Additional Debt from time to time pursuant to a Supplemental Indenture, which Additional Debt shall be on parity with the Bonds, including the 2014B Bonds, except as provided in the Indenture or a Supplemental Indenture and may be issued in one or more series and in various principal amounts, and may bear interest at different rates and otherwise may vary as provided in the Indenture and such Supplemental Indenture. See “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE AND THE SECURITY LEASES” in APPENDIX D hereto.

LITIGATION

The Authority

There is no litigation pending or, to the knowledge of the officers of the Authority, threatened, against the Authority, seeking to restrain or enjoin the issuance, sale, execution or delivery of the 2014B Bonds, or in any way contesting or affecting the validity of the 2014B Bonds or any proceedings of the Authority with respect to the issuance and sale thereof, or the pledge or application of any money or security provided for the payment of the 2014B Bonds or the existence of the Authority, or any of the transactions contemplated by the 2014B Bonds, the Indenture or the Security Leases.

The City

Upon delivery of the 2014B Bonds, the City Law Department (the “Law Department”) shall furnish an opinion to the effect, among other things, that, except for litigation which in the opinion of the Law Department is without merit and except as disclosed in the Official Statement, there is no litigation or other legal proceeding pending in any court or, to the best of its knowledge after inquiry, threatened in writing (i) seeking to restrain or enjoin the issuance, delivery or sale of the 2014B Bonds or the performance of the City’s obligations under the Security Leases or the exercise of rights and performance of obligations of the City under the 2014B Bonds or the Security Leases, or the Authority's pledge or application of any monies or security provided for the payment of the 2014B Bonds, (ii) in which a final unfavorable decision can reasonably be anticipated which would materially and adversely affect the performance by the City of its obligations under the Security Leases or the financial condition or operations of the City as a whole, or (iii) in any way contesting the validity or enforceability of the 2014B Bonds, or the Security Leases, or the transactions contemplated thereby.

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See “CITY OF PHILADELPHIA GOVERNMENT AND FINANCIAL INFORMATION – Litigation” in APPENDIX A hereto for a discussion of litigation concerning the City.

RATINGS

Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services and Fitch Ratings have assigned their municipal bond ratings of “A2” (stable outlook), “A+” (stable outlook), and “A-” (stable outlook), respectively, to the 2014B Bonds.

A rating is not a recommendation to buy, sell or hold securities. An explanation of the significance of each of such ratings may only be obtained from the rating agency furnishing the same. There is no assurance that any of such ratings will be maintained for any given period of time or that it may not be raised, lowered or withdrawn entirely, if in a rating agency’s judgment circumstances so warrant. Any downward change in or withdrawal of any such rating may have an adverse effect on the price at which the 2014B Bonds may be resold. Neither the Authority nor the Underwriters have assumed any responsibility to advise the registered owners or Beneficial Owners of the 2014B Bonds of any change in any rating on the 2014B Bonds, and none of the Authority, the City and the Underwriters has undertaken any responsibility to maintain any particular rating on the 2014B Bonds. The City has agreed in the Continuing Disclosure Agreement to report actual rating changes on the 2014B Bonds. See “CONTINUING DISCLOSURE” herein and APPENDIX F hereto.

LEGAL MATTERS

Certain legal matters incident to the authorization, issuance, sale and delivery of the 2014B Bonds will be passed upon by Eckert Seamans Cherin & Mellott, LLC and Law Office of Ann C. Lebowitz, both of Philadelphia, Pennsylvania, Co-Bond Counsel. The approving opinions of Co-Bond Counsel will be in substantially the forms attached to this Official Statement as APPENDIX E – “PROPOSED FORM OF OPINIONS OF CO-BOND COUNSEL.” Certain legal matters concerning the Authority will be passed on for the Authority by Philip M. Brandt, Esq., Authority Counsel, Philadelphia, Pennsylvania, and for the Underwriters, by their co-counsel, Dilworth Paxson LLP and Ahmad, Zaffarese & Smyler, LLC, both of Philadelphia, Pennsylvania. Certain legal matters with respect to the obligations of the City under the Security Leases will be passed upon by the City Solicitor.

TAX MATTERS

Federal

Exclusion of Interest from Gross Income

In the opinion of Co-Bond Counsel, under existing statutes, regulations, rulings and court decisions, interest on the 2014B Bonds will not be includible in the gross income of the holders thereof for federal income tax purposes, assuming continuing compliance by the Authority with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”). Interest on the 2014B Bonds will not be a specific preference item for purposes of computing the federal alternative minimum tax (“AMT”); however, interest on the 2014B Bonds held by certain corporations is included in the computation of “adjusted current earnings,” a portion of which is taken into account in determining the AMT imposed on such corporations.

In rendering its opinion, Co-Bond Counsel has assumed compliance by the Authority with the covenants contained in the Indenture and that the Authority and the City comply with their respective covenants and representations contained in the Tax Compliance Agreement that are intended to comply with the provisions of the Code relating to actions to be taken by the Authority in respect of the 2014B Bonds after issuance thereof to the extent necessary to effect or maintain the exclusion from federal gross income of the

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interest on the 2014B Bonds. These covenants relate to, inter alia, the use of and investment of proceeds of the 2014B Bonds and the rebate to the United States Treasury of specified arbitrage earnings, if any. Failure to comply with such covenants could result in interest on the 2014B Bonds becoming includible in gross income for federal income tax purposes from the date of issuance of the 2014B Bonds.

Other Federal Tax Matters

Ownership or disposition of the 2014B Bonds may result in other federal tax consequences to certain taxpayers, including, without limitation, certain S corporations, foreign corporations with branches in the United States, property and casualty insurance companies, taxpayers who have an initial basis in the 2014B Bonds greater or less than the principal amount thereof, individual recipients of Social Security or Railroad Retirement benefits, and taxpayers, including banks, thrift institutions and other financial institutions subject to Section 265 of the Code, who may be deemed to have incurred or continued indebtedness to purchase or to carry the 2014B Bonds.

Co-Bond Counsel is not rendering any opinion as to any federal tax matters other than those described under the caption “Exclusion of Interest from Gross Income” and expressly stated in the form of the opinions of Co-Bond Counsel included as APPENDIX E hereto. Prospective purchasers of the 2014B Bonds should consult their independent tax advisors with regard to all federal tax matters.

Pennsylvania

In the opinion of Co-Bond Counsel, under the laws of the Commonwealth of Pennsylvania as presently enacted and construed, interest on the 2014B Bonds is exempt from Pennsylvania personal income tax and Pennsylvania corporate net income tax and the 2014B Bonds are exempt from personal property taxes in Pennsylvania; however, under the laws of the Commonwealth of Pennsylvania, as enacted and construed on the date hereof, any profits, gains or income derived from the sale, exchange or other disposition of the 2014B Bonds will be subject to Pennsylvania taxes and local taxes within the Commonwealth of Pennsylvania.

Other

The 2014B Bonds and interest thereon may be subject to state and local taxes in jurisdictions other than the Commonwealth of Pennsylvania under applicable state or local tax laws.

Purchasers of the 2014B Bonds should consult their independent tax advisors with regard to all state and local tax matters.

UNDERWRITING

The 2014B Bonds are being purchased by the Underwriters named on the cover page hereof (the “Underwriters”), for whom PNC Capital Markets LLC is acting as representative (the “Representative”), subject to certain terms and conditions set forth in a Bond Purchase Agreement between the Authority and the Underwriters, at a purchase price of $______, representing the aggregate principal amount of the 2014B Bonds of $__________, [plus net original issue premium] of $_________, less an Underwriters’ discount of $_______). Pursuant to the Bond Purchase Agreement, the Underwriters will be obligated to purchase all of the 2014B Bonds if any of such 2014B Bonds are purchased. The 2014B Bonds are offered for sale to the public at prices set forth on the inside front cover page of this Official Statement. The 2014B Bonds may be offered and sold to certain dealers (including the Underwriters and other dealers depositing 2014B Bonds into investment trusts) at prices lower than such offering prices, and such public offering prices may be changed from time to time by the Underwriters without prior notice.

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FINANCIAL ADVISORS

Public Financial Management, Inc., Philadelphia, Pennsylvania and Acacia Financial Group, Inc., Marlton, New Jersey are acting as co-financial advisors (the “Financial Advisors”) to the City and the Authority in respect to the sale of the 2014B Bonds. The Financial Advisors have assisted in the preparation of this Official Statement and in other matters relating to the planning, structuring and issuance of the 2014B Bonds. They have received and reviewed but have not independently verified information in this Official Statement for accuracy or completeness (except, as to each Financial Advisor, the information in this section). Investors should not draw any conclusions as to the suitability of the 2014B Bonds from, or base any investment decisions upon, the fact that the Financial Advisors have advised the City and the Authority with respect to the 2014B Bonds. The Financial Advisors’ fees for this issue are contingent upon the sale and issuance of the 2014B Bonds.

The Financial Advisors are financial advisory and consulting organizations and not organizations engaged in the business of underwriting, marketing or trading of municipal securities or any other negotiable instruments.

LIMITATIONS OF RIGHTS AND REMEDIES UNDER FEDERAL BANKRUPTCY CODE

The rights and remedies of registered owners of the 2014B Bonds may be subject to the provisions of the United States Bankruptcy Code, which permits, under prescribed circumstances, a public agency or instrumentality of a state to file a petition for relief, in the nature of an adjustment in the repayment of debts, in a bankruptcy court of the United States, to other reorganization and insolvency proceedings, and to general principles of equity, whether asserted in a proceeding at law or in equity.

The Pennsylvania Intergovernmental Cooperation Authority Act for Cities of the First Class, Act No. 1991-6, approved June 5, 1991 (the “PICA Act”), prohibits the City from filing a petition for relief under Chapter 9 of the United States Bankruptcy Code as long as PICA has outstanding any bonds issued pursuant to the PICA Act. As of the close of business on June 30, 2014, the principal amount of PICA bonds outstanding was $363,640,000. If no such bonds were outstanding, the PICA Act requires approval in writing by the Governor of the Commonwealth for a filing under Chapter 9 by the City. If the provisions of the PICA Act relating to the authorization by the Governor for the City to file a petition under Chapter 9 of the United States Bankruptcy Code were invoked, such provisions could limit the enforcement of the rights and remedies of the registered owners or Beneficial Owners of the 2014B Bonds. See “SUMMARY FINANCIAL INFORMATION — Pennsylvania Intergovernmental Cooperation Authority” and “DEBT OF THE CITY — PICA Bonds” in APPENDIX A hereto.

CONTINUING DISCLOSURE

In order to assist the Underwriters in complying with the requirements of Rule 15c2-12 of the Securities and Exchange Commission, the City will enter into a Continuing Disclosure Agreement with Digital Assurance Certification, L.L.C., as dissemination agent, which will constitute a written undertaking for the benefit of the registered owners and Beneficial Owners of the 2014B Bonds. The proposed form of the Continuing Disclosure Agreement is attached hereto as APPENDIX F. The City has complied with its continuing disclosure undertakings for each of the past five (5) years, except that the City did not file: (i) until June 26, 2013, notice of a downgrade in September 2010 by Moody’s Investor Services, Inc. of certain of the City’s variable rate bonds (related to changes in the credit quality of the banks then providing credit and liquidity support for such bonds); (ii) until July 9, 2013, notice of an upgrade of the underlying credit rating in April 2012 by Standard & Poor’s Ratings Services of a series of bonds issued by the Philadelphia Municipal Authority on behalf of the City; and (iii) until July 9, 2013, notice of a downgrade of the credit rating in November 2011 by Standard & Poor’s Ratings Services of the insurer of certain of the City’s bonds.

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A default under such Continuing Disclosure Agreement shall not be deemed to be a default under the Indenture or the Security Leases.

CERTAIN RELATIONSHIPS

Eckert Seamans Cherin & Mellott, LLC represents the City in certain matters unrelated to this financing. The Law Office of Ann C. Lebowitz provides ongoing legal services to the City.

Dilworth Paxson LLP represents the City in matters unrelated to this financing. Ahmad, Zaffarese & Smyler, LLC represents the City in matters unrelated to this financing.

MISCELLANEOUS

This Official Statement is made available only in connection with the sale of the 2014B Bonds and may not be used in whole or in part for any other purpose. This Official Statement is not to be construed as a contract or agreement between the Authority, the City, the Underwriters and the purchasers or owners of any of the 2014B Bonds. Any statements made in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended merely as opinions and not as representations of fact. No representation is made that any opinions or estimates herein will be realized. 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, create any implication that there has been no change in the affairs of the Authority or the City since the date hereof.

The attached Appendices are integral parts of this Official Statement and should be read in their entirety.


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The City makes no representations or warranties as to the accuracy or timeliness of any other information available on the City Investor Website or any other website maintained by the City nor any hyperlinks referenced therein.

The execution and distribution of this Official Statement have been duly authorized by the Authority and approved by the City.

PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT

By: Chairman

Approved:

CITY OF PHILADELPHIA

By: Director of Finance

APPENDIX A

CITY OF PHILADELPHIA GOVERNMENT AND FINANCIAL INFORMATION

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TABLE OF CONTENTS Page

THE GOVERNMENT OF THE CITY OF PHILADELPHIA ..................................................................................... 1 General ..................................................................................................................................................................... 1 Elected and Appointed Officials .............................................................................................................................. 1 Government Services ............................................................................................................................................... 3 Local Government Agencies .................................................................................................................................... 4

DISCUSSION OF FINANCIAL OPERATIONS ........................................................................................................ 7 Principal Operations ................................................................................................................................................ 7 Fund Accounting ...................................................................................................................................................... 7 Current Financial Information ................................................................................................................................. 8 Fiscal Year 2015 Proposed Budget .......................................................................................................................... 8 Fiscal Year 2014 Adopted Budget ........................................................................................................................... 8 Fiscal Year 2014 Current Estimate ........................................................................................................................ 10 Fiscal Year 2013 Adopted Budget ......................................................................................................................... 10 Fiscal Year 2013 Results ....................................................................................................................................... 10 Fiscal Year 2012 Budget ........................................................................................................................................ 11 Fiscal Year 2012 Results ....................................................................................................................................... 11 Overview of City Response to Economic Downturn ............................................................................................. 11 Current City Practices ............................................................................................................................................ 12

CITY FINANCES AND FINANCIAL PROCEDURES ............................................................................................ 12 Legal Compliance .................................................................................................................................................. 14 Budget Procedure ................................................................................................................................................... 14 Budget Stabilization Reserve ................................................................................................................................. 15

SUMMARY FINANCIAL INFORMATION ............................................................................................................ 16 Independent Audit and Opinion of the City Controller .......................................................................................... 18 Pennsylvania Intergovernmental Cooperation Authority ....................................................................................... 18 Five-Year Plans of the City .................................................................................................................................... 18 Quarterly Reporting to PICA ................................................................................................................................. 20 Awards ................................................................................................................................................................... 20

REVENUES OF THE CITY ...................................................................................................................................... 20 General ................................................................................................................................................................... 20 Major Revenue Sources ......................................................................................................................................... 21 Wage, Earnings, and Net Profits Taxes ...........................................................................................................

preliminary official statement dated july … pos - paid...the 2014b bonds may not be sold nor may...

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