ILState02a-POS.pdf

Th is

Pr eli mi na ry Of fic ial

S tat em en t a nd th e i nfo rm ati on co nta ine d h er ein ar e s ub jec t to co mp let ion , a me nd me nt or ot he r c ha ng e w ith ou t a ny no tic e.

U nd er no ci rcu ms tan ce s s ha ll t his P re lim ina ry

Of fic ial S tat em en t c on sti tut e a n o ffe r t o s ell or the so lic ita tio n o f a n o ffe r t o b uy , n or sh all th er e b e a ny sa le of the se se cu riti es in an y j ur isd ict ion in w hic h s uc h o ffe r, s oli cit ati on or sa le wo uld be un law ful pr ior to re gis tra tio n o r q ua lifi ca tio n u nd er th e s ec ur itie s l aw s o f a ny su ch ju ris dic tio

n. PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 17, 2023

New Issue – Book‑eNtry oNly ratINgs: see “ratINgs” HereIN

Interest on the December 2023A Bonds (as hereinafter defined) shall be includible in gross income of the owners thereof for federal income tax purposes. Subject to compliance by the State of Illinois (the “State”) with certain covenants, in the separate opinions of Chapman and Cutler LLP, Chicago, Illinois, and Hardwick Law Firm, LLC, Chicago, Illinois, as Co-Bond Counsel (“Co-Bond Counsel”), under present law, interest on the December 2023B Bonds and the December 2023C Bonds (each as hereinafter defined) is excludible from gross income of the owners thereof for federal income tax purposes and is not included as an item of tax preference in computing the federal alternative minimum tax for individuals. For tax years beginning after December 31, 2022, interest on the December 2023B Bonds and the December 2023C Bonds may affect the corporate alternative minimum tax for certain corporations. Interest on the Bonds is not exempt from present State of Illinois income taxes. See “TAX MATTERS” herein for a more complete discussion.

$875,000,000

STATE OF ILLINOIS

General Obligation Bonds, $175,000,000 Taxable Series of December 2023A

$350,000,000 Series of December 2023B $350,000,000 Series of December 2023C

Dated: Date of Delivery Due: As shown on the inside cover

This Official Statement contains information relating to the State and the State’s general obligation bonds, to be issued as General Obligation Bonds, Series of December 2023, in three separate series: General Obligation Bonds, Taxable Series of December 2023A (the “December 2023A Bonds”), General Obligation Bonds, Series of December 2023B (the “December 2023B Bonds”), and General Obligation Bonds, Series of December 2023C (the “December 2023C Bonds” and, together with the December 2023A Bonds and the December 2023B Bonds, the “Bonds”). The Bonds will be issued only as fully registered book‑entry bonds in denominations of $5,000 or any integral multiple of that amount. The Bonds, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York, and held under DTC’s global book‑entry system.

Principal of, premium, if any, and interest on the Bonds will be paid by the State Treasurer of the State, as bond registrar and paying agent. The Bonds will mature on the dates, in the principal amounts, bear interest at the rates per annum and have the yields, prices and CUSIP numbers as shown on the inside cover of this Official Statement.

Interest on the December 2023A Bonds, the December 2023B Bonds and the December 2023C Bonds will be payable on June 1 and December 1 of each year, commencing June 1, 2024.

The December 2023A Bonds are not subject to optional redemption prior to maturity. The December 2023B Bonds and the December 2023C Bonds are subject to redemption prior to maturity as set forth herein. See “TERMS OF THE BONDS—Redemption” herein.

The Bonds are direct, general obligations of the State, secured by a pledge of its full faith and credit. The Bonds are issued under the General Obligation Bond Act of the State of Illinois, as amended (the “Bond Act”). See “TERMS OF THE BONDS—SecuRity” herein.

The December 2023A Bonds are issued to (i) fund accelerated pension benefit payments pursuant to Section 7.7 of the Bond Act and (ii) pay costs of issuance of the December 2023A Bonds. The December 2023B Bonds are issued to (i) finance capital expenditures authorized by the State’s previous capital programs and the Rebuild Illinois (as defined herein) capital plan and (ii) pay costs of issuance of the December 2023B Bonds. The December 2023C Bonds are issued to (i) finance capital expenditures authorized by the State’s previous capital programs and the Rebuild Illinois capital plan and (ii) pay costs of issuance of the December 2023C Bonds. See “PLAN OF FINANCE” herein.

The Bonds are offered when, as and if issued by the State and received by the Purchasers, subject to prior sale, withdrawal or modification of the offer without notice, and to the approval of legality by Co-Bond Counsel, and certain other conditions. Chapman and Cutler LLP, Chicago, Illinois, is also acting as Disclosure Counsel to the State. It is expected that beneficial interests in the Bonds will be available for delivery through the facilities of DTC on or about December 19, 2023.

Dated: November __, 2023

MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS,

PRICES AND CUSIP NUMBERS

$175,000,000 General Obligation Bonds, Taxable Series of December 2023A

Due December 1

Principal Amount

Interest Rate

Yield

Price

CUSIP*

(452153)

2024 $35,000,000 2025 35,000,000 2026 35,000,000 2027 35,000,000 2028 35,000,000

$350,000,000 General Obligation Bonds, Series of December 2023B

Due December 1

Principal Amount

(452153)

2029 $35,000,000 2030 35,000,000 2031 35,000,000 2032 35,000,000 2033 35,000,000 2034 35,000,000 2035 35,000,000 2036 35,000,000 2037 35,000,000 2038 35,000,000

$350,000,000 General Obligation Bonds, Series of December 2023C

Due December 1

Principal Amount

(452153)

2039 $35,000,000 2040 35,000,000 2041 35,000,000 2042 35,000,000 2043 35,000,000 2044 35,000,000 2045 35,000,000 2046 35,000,000 2047 35,000,000 2048 35,000,000

* CUSIP data herein is provided by the CUSIP Global Services (“CGS”). CGS is managed on behalf of the American Bankers Association by

FactSet Research Systems Inc. The CUSIP numbers listed are being provided solely for the convenience of the bondholders only at the time of issuance of the Bonds and the State does not make any representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specific maturity may be changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds.

STATE OF ILLINOIS

$875,000,000 State of Illinois

General Obligation Bonds, Series of December 2023

$175,000,000 Taxable Series of December 2023A $350,000,000 Series of December 2023B $350,000,000 Series of December 2023C

JB Pritzker

Governor

Alexis Sturm Director of the Governor’s Office of Management and Budget

Paul Chatalas

Director of Capital Markets

[THIS PAGE INTENTIONALLY LEFT BLANK]

PREFACE

No dealer, broker, salesperson, or other person has been authorized by the State or the Purchasers to give any information or to make any representations other than those contained in this Official Statement and, if given or made, such other information or representations must not be relied upon as having been authorized by the State. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion set forth herein have been furnished by the State and include information from other sources which the State believes to be reliable. Such information and expressions of opinion 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 since the date thereof.

In connection with the offering of the Bonds, the Purchasers may over-allot or effect transactions which stabilize or maintain the market prices of the Bonds at levels above those which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Purchasers may offer and sell the Bonds to certain dealers and dealer banks and banks acting as agents at prices lower than the public offering prices stated on the inside cover page hereof and such public offering prices may be changed from time to time by the Purchasers.

In making an investment decision, investors must rely on their own examination of the terms of the offering, including the merits and risks involved. These securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense.

References in this Official Statement to statutes, laws, rules, regulations, resolutions, agreements, reports and documents do not purport to be comprehensive or definitive, and all such references are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purposes.

FORWARD-LOOKING STATEMENTS

This Official Statement contains disclosures which contain “forward-looking statements.” Forward-looking statements include all statements that do not relate solely to historical or current fact and can be identified by use of words like “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” or “continue.” These forward-looking statements are based on the current plans and expectations of the State and are subject to a number of known and unknown uncertainties and risks, many of which are beyond its control, that could significantly affect current plans and expectations and the State’s future financial position including but not limited to changes in general economic conditions, demographic trends and federal programs which may affect the transfer of funds from the federal government to the State. As a consequence, current plans, anticipated actions and future financial positions may differ from those expressed in any forward-looking statements made by the State herein. Investors are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Official Statement.

WEBSITE INDEX

APPENDIX F—WEBSITE INDEX contains a list of the websites referenced in this Official Statement. Except as otherwise provided herein, none of the information on these websites is being incorporated by reference into this Official Statement and the links to such websites are being provided only for the convenience of those reading this Official Statement. The State takes no responsibility for any information contained on such websites unrelated to the statements made in this Official Statement or for revisions to information on such websites occurring after the date of this Official Statement. State employees or officers may from time to time make statements or post information to such websites that are constitutionally protected political speech. Such statements are not intended to constitute communication to the investor community concerning the securities or the financial condition of the State. The State disseminates and discloses certain information, including material updates to the State’s bond disclosures, through EMMA (as defined herein). None of the websites listed in APPENDIX F—WEBSITE INDEX is intended to act as a substitute for the disclosure of the information regarding the State posted on EMMA, nor do these websites necessarily include all of the information regarding the State currently disclosed on EMMA. Please review the State’s filings on EMMA for current information on the State’s disclosures.

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TABLE OF CONTENTS

INTRODUCTION

TERMS OF THE BONDS

Description of Bonds Security Redemption

PLAN OF FINANCE

Funding of Accelerated Pension Benefit Payments Financing of Capital Expenditures

APPLICATION OF BOND PROCEEDS

INVESTMENT CONSIDERATIONS RELATED TO THE BONDS

LITIGATION

RATINGS

UNDERWRITING

TAX MATTERS

The December 2023A Bonds The Tax-Exempt Bonds State Tax Treatment

CONTINUING DISCLOSURE

CERTAIN LEGAL MATTERS

AUDITED FINANCIAL STATEMENTS

MUNICIPAL ADVISOR

ADDITIONAL INFORMATION

MISCELLANEOUS

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APPENDIX A—THE STATE OF ILLINOIS ............................................................................ A-1

APPENDIX B—PENSION AND OTHER POST-EMPLOYMENT BENEFITS ......................B-1

APPENDIX C—FORM OF APPROVING OPINION OF CO-BOND COUNSEL ....................C-1

APPENDIX D—GLOBAL BOOK-ENTRY SYSTEM ............................................................. D-1

APPENDIX E—FORM OF CONTINUING DISCLOSURE UNDERTAKING ........................ E-1

APPENDIX F—WEBSITE INDEX ............................................................................................ F-1

APPENDIX G—OFFICIAL NOTICE OF BOND SALE AND BID FORMS ........................... G-1

$875,000,000 State of Illinois

General Obligation Bonds, Series of December 2023

$175,000,000 Taxable Series of December 2023A $350,000,000 Series of December 2023B $350,000,000 Series of December 2023C

INTRODUCTION

This Introduction contains only a brief summary of certain terms of the Bonds (as hereinafter defined) being offered and a brief description of this Official Statement. All statements contained in this Introduction are qualified in their entirety by reference to the entire Official Statement.

References to, and summaries of, provisions of the Illinois Constitution of 1970 (the “Illinois Constitution”) and laws of the State of Illinois (the “State”) and any documents referred to herein do not purport to be complete and such references are qualified in their entirety by reference to the complete provisions thereof.

The purpose of this Official Statement (which includes the cover page and the Appendices) is to set forth certain information concerning the State and the State’s $875,000,000 General Obligation Bonds, Series of December 2023 issued in three separate series: $175,000,000 General Obligation Bonds, Taxable Series of December 2023A (the “December 2023A Bonds”), $350,000,000 General Obligation Bonds, Series of December 2023B (the “December 2023B Bonds”), and $350,000,000 General Obligation Bonds, Series of December 2023C (the “December 2023C Bonds” and, together with the December 2023A Bonds and the December 2023B Bonds, the “Bonds”).

The December 2023A Bonds are being issued to (i) fund accelerated pension benefit payments pursuant to Section 7.7 of the General Obligation Bond Act of the State (30 ILCS 330/1 et seq.), as amended (the “Bond Act”), and (ii) pay costs of issuance of the December 2023A Bonds. The December 2023B Bonds are being issued to (i) finance capital expenditures authorized by the State’s previous capital programs and the Rebuild Illinois capital plan (“Rebuild Illinois”) and

(ii) pay costs of issuance of the December 2023B Bonds. The December 2023C Bonds are being issued to (i) provide funds to capital expenditures authorized by the State’s previous capital programs and Rebuild Illinois and (ii) pay costs of issuance of the December 2023C Bonds.

The use of the proceeds of the Bonds is more completely described under “PLAN OF FINANCE” and “APPLICATION OF BOND PROCEEDS” herein.

APPENDIX F—WEBSITE INDEX contains a list of the websites referenced in this Official Statement. Except as otherwise provided herein, none of the information on these websites is being incorporated by reference into this Official Statement and the links to such websites are being provided only for the convenience of those reading this Official Statement.

Purchase and ownership of the Bonds is subject to a variety of risks. Each prospective investor in the Bonds is encouraged to read this Official Statement in its entirety. Particular attention should be given to the investment considerations related to the Bonds described under “INVESTMENT CONSIDERATIONS RELATED TO THE BONDS” herein and the investment considerations related to the State set forth in Part V of APPENDIX A to this Official Statement.

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This Official Statement contains disclosures which contain “forward-looking statements.”

Forward-looking statements include all statements that do not relate solely to historical or current fact and can be identified by use of words like “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” or “continue.” These forward-looking statements are based on the current plans and expectations of the State and are subject to a number of known and unknown uncertainties and risks, many of which are beyond its control, that could significantly affect current plans and expectations and the State’s future financial position including but not limited to changes in general economic conditions, demographic trends and federal programs which may affect the transfer of funds from the federal government to the State. As a consequence, current plans, anticipated actions and future financial positions may differ from those expressed in any forward-looking statements made by the State herein. Investors are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Official Statement.

TERMS OF THE BONDS

DESCRIPTION OF BONDS

The Bonds will bear interest from their issue date and will mature as shown on the inside cover of this Official Statement. Interest on the Bonds is payable semiannually on June 1 and December 1, beginning on June 1, 2024, at the rates per annum specified on the inside cover of this Official Statement. Payment of the installments of interest will be made to the registered owners of the Bonds as shown on the bond register at the close of business on the record date, which is the 15th day of the calendar month immediately preceding the interest payment date.

Purchases of the Bonds will be made in denominations of $5,000 principal amount or any integral multiple thereof and will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository of the Bonds. Principal of, premium, if any, and interest on the Bonds will be paid by the State Treasurer of the State (the “Treasurer”), as bond registrar and paying agent (the “Bond Registrar”), to DTC or its nominee, which will in turn remit such payment to its participants for subsequent disbursement to the beneficial owners of the Bonds. See APPENDIX D—GLOBAL

BOOK-ENTRY SYSTEM.

SECURITY

The Bonds are direct, general obligations of the State issued pursuant to Section 9 of Article IX of the Illinois Constitution (“GO Bonds”), and by law the full faith and credit of the State is pledged for the punctual payment of interest on the Bonds as the interest becomes due and for the punctual payment of the principal thereof at maturity, or any earlier redemption date, and premium, if any.

The Bond Act provides that the section of the Bond Act making such pledge is irrepealable until all GO Bonds issued under the Bond Act, including the Bonds, have been paid in full (30 ILCS 300/17).

See “SECTION 1—GENERAL OBLIGATION INDEBTEDNESS—STATE FUNDING OF PAYMENTS FOR GO BONDS” in Part III of APPENDIX A—STATE OF ILLINOIS” herein.

REDEMPTION

The December 2023A Bonds are not subject to optional redemption prior to maturity. The December 2023B Bonds and the December 2023C Bonds (together, the “Callable Bonds”)

-3-maturing on or after December 1, 2034, are subject to redemption prior to maturity, at the option of the State on any date on or after December 1, 2033.

The Callable Bonds are subject to such redemption in whole or in part, and if in part, from such maturities as shall be selected by the State, less than all of the Callable Bonds of a single series and maturity to be selected as described under “–Redemption Procedure” below, in integral multiples of $5,000, at a redemption price equal to 100% of the principal amount of the Callable Bonds to be redeemed, plus accrued and unpaid interest on the Callable Bonds to be redeemed to the redemption date.

Mandatory Redemption The ________________ Bonds maturing on December 1, 20__ (the “Term Bonds”), are subject to mandatory sinking fund redemption in part and selected as described under “Redemption Procedure” below, on December 1 of the years and at a redemption price of par plus accrued interest to the date of redemption in the respective principal amounts shown for such years in the table below.

YEAR

PRINCIPAL AMOUNT

TO BE REDEEMED

20__ $ 20__ 20__ 20__ (stated maturity)

The mandatory sinking fund payments are required to be made in each designated year prior to maturity of the Term Bonds in amounts sufficient to redeem the principal amount of such ________________ Bonds shown for such years in the above table.

The State may provide for the purchase of all or a portion of the Term Bonds that are subject to mandatory redemption, from its lawfully available funds, on or prior to the 60th day preceding any date of mandatory redemption, at a price not in excess of the principal amount of the Term Bonds to be so purchased on such mandatory redemption date. Any Term Bond so purchased will be cancelled and credited against the mandatory sinking fund payments due on such mandatory redemption date.

Whenever any Term Bond is redeemed prior to maturity, the principal amount of such Term Bond so redeemed or cancelled shall be credited against the unsatisfied balance of future sinking fund installments and final maturity amount established with respect to such Term Bond in such order as shall be directed by the Governor of the State (the “Governor”) or by the Director (the “Director”) of the Governor’s Office of Management and Budget (“GOMB”).

Redemption Procedure The Callable Bonds will be redeemed only in the principal amount of $5,000 and integral multiples thereof. While the Callable Bonds are registered in the Book-Entry Only System and so long as DTC or a successor securities depository is the sole registered owner of the Callable Bonds, partial redemptions with respect to the Callable Bonds will be selected for redemption, in accordance with DTC procedures, by lot. See APPENDIX D—GLOBAL BOOK-ENTRY SYSTEM.

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If the Callable Bonds are not registered in book-entry-only form, any redemption of less than all of the Callable Bonds of any maturity will be allocated among the registered owners of such Callable Bonds as nearly as practicable in proportion to the principal amounts of the Callable Bonds of such maturity owned by each registered owner, subject to the authorized denominations applicable to the Callable Bonds. This will be calculated based on the formula: (principal amount of applicable maturity to be redeemed) x (principal amount of applicable maturity owned by owner) / (principal amount of applicable maturity outstanding). The particular Callable Bonds to be redeemed will be determined by the State, using such method as it deems fair and appropriate.

Notice of any redemption of Callable Bonds will be sent by the Bond Registrar by certified or first-class mail not less than 30 nor more than 60 days prior to the date fixed for redemption to the registered owner of each Callable Bond (or portion thereof) to be redeemed at the address shown on the registration books of the State maintained by the Bond Registrar, or at such other address as is furnished in writing by such registered owner to the Bond Registrar.

Failure to give the notice of redemption required above as to any Callable Bond, or any defect therein as to any Callable Bond, will not affect the validity of the proceedings for the redemption of any other Callable Bond. Any notice given as described above shall be conclusively presumed to have been given whether or not actually received by the appropriate addressee. With respect to an optional redemption of any Callable Bonds, such notice may, at the option of the State, provide that said redemption is conditioned upon the receipt by the Bond Registrar on or prior to the date fixed for redemption of moneys sufficient to pay the applicable redemption price. If such moneys are not so received by the redemption date, such redemption notice will be of no force and effect, the State will not redeem such Callable Bonds, the applicable redemption price will not be due and payable, and the Bond Registrar will give notice, in the same manner in which the notice of redemption was given, that such moneys were not so received and that such Callable Bonds will not be redeemed. Unless the notice of redemption is made conditional as described above, on or prior to any redemption date, the Treasurer shall provide for deposit with the Bond Registrar of an amount of money sufficient to pay the redemption price of all the Callable Bonds or portions of Callable Bonds which are to be redeemed on that date.

When notice of redemption has been given and the redemption price has been deposited with the Bond Registrar as hereinabove provided, the Callable Bonds or portions of Callable Bonds so to be redeemed shall on the date fixed for redemption become due and payable at the redemption price therein specified, and from and after such date, provided that funds are on deposit therefor, such Callable Bonds or portions of Callable Bonds shall cease to bear interest.

PLAN OF FINANCE

FUNDING OF ACCELERATED PENSION BENEFIT PAYMENTS

The proceeds of the December 2023A Bonds (other than the portion of the proceeds used for costs of issuance) will be used to make accelerated pension benefit payments to certain of the State’s retirement systems in accordance with the provisions of the Illinois Pension Code (40 ILCS 5/1- 101 et seq.), as amended (the “Pension Code”). Said amounts will be deposited directly into the State Pension Obligation Acceleration Bond Fund of the State (the “Pension Acceleration Fund”), and the Comptroller of the State (the “Comptroller”) and the Treasurer will use the amounts so deposited to make the accelerated pension benefit payments in accordance with the Pension Code.

See APPENDIX B hereto for additional information.

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FINANCING OF CAPITAL EXPENDITURES

The proceeds of the December 2023B Bonds and the December 2023C Bonds (together, the “Tax- Exempt Bonds”) (other than the portion of such proceeds used to pay costs of issuance) will be used to finance capital expenditures authorized by the State’s previous capital programs and the Rebuild Illinois capital plan. For additional information regarding the Rebuild Illinois capital plan, see Part II of APPENDIX A hereto.

The Bond Act authorizes the State to reallocate unspent proceeds of the Tax-Exempt Bonds to any of the purposes (other than refunding) and within the amounts authorized by the Bond Act. The State reserves the right to make such reallocations of Bond proceeds for available uses from time to time, so long as such reallocations do not adversely affect the tax-exempt status of the Tax- Exempt Bonds.

APPLICATION OF BOND PROCEEDS

The State estimates that the proceeds of the Bonds will be applied approximately as set forth below.

SOURCES:

DECEMBER

2023A BONDS

DECEMBER

2023B BONDS

DECEMBER

2023C BONDS TOTAL

Principal Amount Issued [Net] Original Issue Premium

TOTAL SOURCES

USES:

Deposit to Pension Acceleration Fund Project Costs Costs of Issuance*

TOTAL USES

* Includes Purchasers’ Discount and contingency amount.

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INVESTMENT CONSIDERATIONS RELATED TO THE BONDS

Purchase and ownership of the Bonds is subject to a variety of risks. Each prospective investor in the Bonds is encouraged to read this Official Statement in its entirety. Particular attention should be given to the investment considerations described below and in Part V of APPENDIX A hereto which, among other things, could affect the financial condition of the State and therefore result in a repayment risk for investors, and could also affect the liquidity and/or market value of the Bonds after they are issued. The considerations described below and in Part V of APPENDIX A are not all of the investment considerations associated with the purchase and ownership of the Bonds. The inclusion or omission of considerations from this section, and the order in which they are presented, do not necessarily reflect the relative importance of the various investment considerations.

The following investment considerations relate specifically to the Bonds and their terms. For investment considerations related to the State, see Part V of APPENDIX A.

Ratings The Bonds have been rated by Moody’s Investors Service, Inc. (“Moody’s”), S&P Global Ratings (“S&P”) and Fitch Ratings Inc. (“Fitch”). There is no assurance that such ratings will be maintained for any given period of time or that any rating will not be lowered or withdrawn entirely. Any revision, modification or withdrawal of any such ratings could have a material adverse effect on the availability of a market for the Bonds or the prices at which the Bonds may be resold. See “RATINGS” below.

Delays in Exercising Remedies The rights and remedies of the Bondholders may be limited by and are subject to equitable principles that may affect the enforcement of creditors’ rights and liens securing such rights, the police powers of the State and its political subdivisions, the exercise of judicial discretion in appropriate cases and limitations on legal remedies against the State. The opinions of Co-Bond Counsel (as hereinafter defined) to be delivered with respect to the Bonds will be similarly qualified. Because of delays inherent in obtaining judicial remedies, it should not be assumed that these remedies could be accomplished rapidly. Any delays in the ability of the Bondholders to pursue remedies may result in delays in payment of the Bonds.

The State is not authorized to file for bankruptcy protection under current federal bankruptcy law.

Furthermore, there are federal Constitutional issues which raise doubt about the legality of any legislation of the United States Congress that would purport to permit the State to adjust its debts in a proceeding under federal bankruptcy law.

No Secondary Market There can be no assurances that a secondary market for the Bonds will be established, maintained or functioning. Accordingly, each purchaser should expect to bear the risk of the investment represented by the Bonds to maturity.

Future Changes in Federal Tax Laws There are or may be introduced in the Congress of the United States legislative proposals relating to the federal tax treatment of interest on the Bonds, including some that carry retroactive effective dates, that, if enacted, could affect the market value of the Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, it would apply to Bonds

-7-issued prior to enactment. Finally, reduction or elimination of the tax-exempt status of obligations, such as the Tax-Exempt Bonds could have an adverse effect on the State’s ability to access the capital markets to finance future capital or operational needs by reducing market demand for such obligations or materially increasing borrowing costs of the State.

Loss of Tax Exemption As discussed under “TAX MATTERS” herein, interest on the Tax-Exempt Bonds could become includible in gross income for purposes of federal income taxation, retroactive to the date the Tax- Exempt Bonds were issued, as a result of future acts or omissions of the State in violation of its covenants in the Tax Exemption Certificate and Agreement entered into in connection with the issuance of the Tax-Exempt Bonds or future Congressional actions. Should such an event of taxability occur, the Tax-Exempt Bonds are not subject to any special redemption solely as a result of the occurrence of events which would cause taxability and will remain outstanding until maturity.

IRS Bond Examinations The tax-exempt bond office of the Internal Revenue Service (the “Service”) is conducting audits of tax-exempt bonds, both compliance checks and full audits, with increasing frequency to determine whether, in the view of the Service, interest on such tax-exempt obligations is includible in the gross income of the owners thereof for federal income tax purposes. It cannot be predicted whether the Service will commence any such audit of the State. If an audit is commenced, under current procedures, the Service may treat the State as a taxpayer and the Tax-Exempt Bondholders may have no right to participate in such proceeding. The commencement of an audit with respect to any tax-exempt obligations of the State could adversely affect the market value and liquidity of the Tax-Exempt Bonds, regardless of the ultimate outcome.

LITIGATION

There is no litigation pending, or to the knowledge of the State threatened, in any way questioning the title of the State officials to their respective offices or any proceedings of the State incident to the authorization and issuance of the Bonds, or in any way concerning the validity or enforceability of the Bonds, or the manner of payment thereof or the appropriation for the payment thereof.

For information regarding litigation pending against the State unrelated to the Bonds, see Part IV of APPENDIX A hereto.

RATINGS

Moody’s has assigned a rating of “A3” (Stable Outlook) to the Bonds, S&P has assigned a rating of “A-” (Stable Outlook) to the Bonds and Fitch has assigned a rating of “A-” (Stable Outlook) to the Bonds. See “INVESTMENT CONSIDERATIONS RELATED TO THE BONDS—Ratings”.

These ratings reflect the view of such organizations, and an explanation of the significance of such ratings may be obtained only from the respective rating agency. As part of the State’s application for the ratings, certain information and materials, some of which are not contained in this Official Statement, have been supplied to the rating agencies. The ratings are neither a “market” rating nor a recommendation to buy, sell or hold the Bonds and may be subject to revision or withdrawal at any time, and the ratings and the Bonds should be evaluated independently.

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The State will provide to the rating agencies appropriate periodic credit information necessary for maintaining ratings on the Bonds. Except as may be required by the Undertaking as defined below under the heading “CONTINUING DISCLOSURE,” the State undertakes no responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such ratings or to oppose any such revision or withdrawal. If assigned, there is no assurance that any such ratings will be maintained for any given period of time or that they will not be lowered or withdrawn entirely. Any revision or withdrawal of any such ratings could have a material adverse effect on the availability of a market for the Bonds or the prices at which the Bonds may be resold.

UNDERWRITING

The Purchasers set forth on the cover of this Official Statement (together, the “Purchasers”) have agreed, subject to the approval of certain legal matters by counsel and to certain other conditions, to purchase (i) the December 2023A Bonds at a price of $_____________, representing the par amount of the December 2023A Bonds plus/minus a [net] [premium/(discount)] of $_____________, less the Purchasers’ discount of $_____________, (ii) the December 2023B Bonds at a price of $_____________, representing the par amount of the December 2023B Bonds plus/minus a [net] [premium/(discount)] of $_____________, less the Purchasers’ discount of $_____________ and (iii) the December 2023C Bonds at a price of $_____________, representing the par amount of the December 2023C Bonds plus/minus a [net] [premium/(discount)] of $_____________, less the Purchasers’ discount of $_____________. The Purchasers have agreed to purchase all of the Bonds if any of the Bonds are purchased. The Purchasers have agreed to make a bona fide public offering of the Bonds at not in excess of the public offering prices set forth on the inside front cover page of this Official Statement.

TAX MATTERS

THE DECEMBER 2023A BONDS

Interest on the December 2023A Bonds is includible in gross income of the owners thereof for federal income tax purposes. Ownership of the December 2023A Bonds may result in other federal income tax consequences to certain taxpayers. Holders of the December 2023A Bonds should consult their tax advisors with respect to the inclusion of interest on the December 2023A Bonds in gross income for federal income tax purposes and any collateral tax consequences.

THE TAX-EXEMPT BONDS

Federal tax law contains a number of requirements and restrictions which apply to the Tax-Exempt Bonds, including investment restrictions, periodic payments of arbitrage profits to the United States, requirements regarding the proper use of bond proceeds and the facilities financed therewith, and certain other matters. The State has covenanted to comply with all requirements that must be satisfied in order for the interest on the Tax-Exempt Bonds to be excludible from gross income for federal income tax purposes. Failure to comply with certain of such covenants could cause interest on the Tax-Exempt Bonds to become includible in gross income for federal income tax purposes retroactively to the date of issuance of the Tax-Exempt Bonds.

Subject to the State’s compliance with the above-referenced covenants, under present law, in the separate opinions of Co-Bond Counsel to be delivered upon the issuance of the Tax-Exempt Bonds, interest on the Tax-Exempt Bonds is excludible from the gross income of the owners

-9-thereof for federal income tax purposes and is not included as an item of tax preference in computing the federal alternative minimum tax for individuals. For tax years beginning after December 31, 2022, interest on the Tax-Exempt Bonds may affect the corporate alternative minimum tax for certain corporations.

In rendering their opinions, Co-Bond Counsel will rely upon certifications of the State with respect to certain material facts within the State’s knowledge. Co-Bond Counsels’ opinions represent their legal judgment based upon their review of the law and the facts that they deem relevant to render such opinions and are not guarantees of a result.

Ownership of the Tax-Exempt Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, corporations subject to the branch profits tax, financial institutions, certain insurance companies, certain S corporations, individual recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations. Prospective purchasers of the Tax-Exempt Bonds should consult their tax advisors as to applicability of any such collateral consequences.

The issue price for original issue discount (as further discussed below) and market discount purposes (the “OID Issue Price”) for each maturity of the Tax-Exempt Bonds is the price at which a substantial amount of such maturity of the Tax-Exempt Bonds is first sold to the public (excluding bond houses and brokers and similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). The OID Issue Price of a maturity of the Tax- Exempt Bonds may be different from the price set forth, or the price corresponding to the yield set forth, on the inside cover page hereof.

If the OID Issue Price of a maturity of the Tax-Exempt Bonds is less than the principal amount payable at maturity, the difference between the OID Issue Price of each such maturity, if any, of the Tax-Exempt Bonds (the “OID Tax-Exempt Bonds”) and the principal amount payable at maturity is original issue discount.

For an investor who purchases an OID Tax-Exempt Bond in the initial public offering at the OID Issue Price for such maturity and who holds such OID Tax-Exempt Bond to its stated maturity, subject to the condition that the State complies with the covenants discussed above, (a) the full amount of original issue discount with respect to such OID Tax-Exempt Bond constitutes interest which is excludible from the gross income of the owner thereof for federal income tax purposes;

(b) such owner will not realize taxable capital gain or market discount upon payment of such OID Tax-Exempt Bond at its stated maturity; (c) such original issue discount is not included as an item of tax preference in computing the alternative minimum tax for individuals under the Internal Revenue Code of 1986, as amended (the “Code”); and (d) the accretion of original issue discount in each year may result in certain collateral federal income tax consequences in each year even though a corresponding cash payment may not be received until a later year. Based upon the stated position of the Illinois Department of Revenue (“IDOR”) under Illinois income tax law, accreted original issue discount on such OID Tax-Exempt Bonds is subject to taxation as it accretes, even though there may not be a corresponding cash payment until a later year. Owners of OID Tax- Exempt Bonds should consult their own tax advisors with respect to the state and local tax consequences of original issue discount on such OID Tax-Exempt Bonds.

Owners of Tax-Exempt Bonds who dispose of Tax-Exempt Bonds prior to the stated maturity (whether by sale, redemption or otherwise), purchase Tax-Exempt Bonds in the initial public

-10-offering, but at a price different from the OID Issue Price or purchase Tax-Exempt Bonds subsequent to the initial public offering should consult their own tax advisors.

If a Tax-Exempt Bond is purchased at any time for a price that is less than the Tax-Exempt Bond’s stated redemption price at maturity or, in the case of an OID Tax-Exempt Bond, its OID Issue Price plus accreted original issue discount (the “Revised Issue Price”), the purchaser will be treated as having purchased a Tax-Exempt Bond with market discount subject to the market discount rules of the Code (unless a statutory de minimis rule applies). Accrued market discount is treated as taxable ordinary income and is recognized when a Tax-Exempt Bond is disposed of (to the extent such accrued discount does not exceed gain realized) or, at the purchaser’s election, as it accrues.

Such treatment would apply to any purchaser who purchases an OID Tax-Exempt Bond for a price that is less than its Revised Issue Price. The applicability of the market discount rules may adversely affect the liquidity or secondary market price of such Tax-Exempt Bond. Persons purchasing the Tax-Exempt Bonds should consult their own tax advisors regarding the potential implications of market discount with respect to the Tax-Exempt Bonds.

An investor may purchase a Tax-Exempt Bond at a price in excess of its stated principal amount.

Such excess is characterized for federal income tax purposes as “bond premium” and must be amortized by an investor on a constant yield basis over the remaining term of the Tax-Exempt Bond in a manner that takes into account potential call dates and call prices. An investor cannot deduct amortized bond premium relating to a tax-exempt bond. The amortized bond premium is treated as a reduction in the tax-exempt interest received. As bond premium is amortized, it reduces the investor’s basis in the Tax-Exempt Bond. Investors who purchase a Tax-Exempt Bond at a premium should consult their own tax advisors regarding the amortization of bond premium and its effect on the Tax-Exempt Bond’s basis for purposes of computing gain or loss in connection with the sale, exchange, redemption or early retirement of the Tax-Exempt Bond.

There are or may be pending in the Congress of the United States legislative proposals, including some that carry retroactive effective dates, that, if enacted, could alter or amend the federal tax matters referred to above or affect the market value of the Tax-Exempt Bonds. Prospective purchasers of the Tax-Exempt Bonds should consult their own tax advisors regarding any pending or proposed federal tax legislation. Co-Bond Counsel express no opinion regarding any pending or proposed federal tax legislation.

The Service has an ongoing program of auditing tax-exempt obligations to determine whether, in the view of the Service, interest on such tax-exempt obligations is includible in the gross income of the owners thereof for federal income tax purposes. It cannot be predicted whether or not the Service will commence an audit of the Tax-Exempt Bonds. If an audit is commenced, under current procedures the Service may treat the State as a taxpayer and the Tax-Exempt Bondholders may have no right to participate in such procedure. The commencement of an audit could adversely affect the market value and liquidity of the Tax-Exempt Bonds until the audit is concluded, regardless of the ultimate outcome.

Payments of interest on, and proceeds of the sale, redemption or maturity of, tax-exempt obligations, including the Tax-Exempt Bonds, are in certain cases required to be reported to the Service. Additionally, backup withholding may apply to any such payments to any Tax-Exempt Bond owner who fails to provide an accurate Form W-9 Request for Taxpayer Identification Number and Certification, or a substantially identical form, or to any Tax-Exempt Bond owner who is notified by the Service of a failure to report any interest or dividends required to be shown

-11-on federal income tax returns. The reporting and backup withholding requirements do not affect the excludability of such interest from gross income for federal tax purposes.

STATE TAX TREATMENT

Interest on the Bonds is not exempt from present State income taxes. Ownership of the Bonds may result in other state and local tax consequences to certain taxpayers. Co-Bond Counsel express no opinion regarding any such collateral consequences arising with respect to the Bonds.

Prospective purchasers of the Bonds should consult their tax advisors regarding the applicability of any such state and local taxes.

CONTINUING DISCLOSURE

The State will enter into a Continuing Disclosure Undertaking (the “Undertaking”) for the benefit of the beneficial owners of the Bonds to send certain information annually and to provide notice of certain events to the Municipal Securities Rulemaking Board (the “MSRB”) pursuant to the requirements of Section (b)(5) of Rule 15c2-12 (the “Rule”) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. The proposed form of the Undertaking is included as APPENDIX E—FORM OF CONTINUING DISCLOSURE UNDERTAKING to this Official Statement.

There have been no instances in the previous five years in which the State failed to comply, in all material respects, with any undertaking previously entered into by it pursuant to the Rule.

The State has filed its “Annual Financial Information” within the time periods prescribed in its various continuing disclosure undertakings. During the last five years, the State’s Comprehensive Annual Financial Report (renamed the Annual Comprehensive Financial Report beginning with the report for the Fiscal Year ended June 30, 2021) (the “Annual Report”) has not been available when the Annual Financial Information has been filed, consistent with the State’s undertakings, but has been filed within 30 days after its availability to the GOMB.

A failure by the State to comply with the Undertaking will not constitute a default under the Bond Sale Order adopted by the Governor and the Director authorizing the issuance of the Bonds, and beneficial owners of the Bonds are limited to the remedies described in the Undertaking. A failure by the State to comply with the Undertaking must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price.

On May 14, 2012, the State adopted disclosure policies and procedures. Such policies and procedures were amended on March 15, 2019, to incorporate procedures related to the additional reportable events added by amendments to the Rule, which will be included in the Undertaking executed by the State in connection with the issuance of the Bonds.

CERTAIN LEGAL MATTERS

Certain legal matters incident to the authorization, issuance and sale of the Bonds are subject to the separate approving legal opinions of Chapman and Cutler LLP, Chicago, Illinois (“Chapman”), and Hardwick Law Firm, LLC, Chicago, Illinois (together, “Co-Bond Counsel”), each of which act as Co-Bond Counsel to the State in connection with the issuance of the Bonds. Co-Bond

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Counsel make no representation as to the suitability of the Bonds for investment by any investor.

The opinions of Co-Bond Counsel will accompany the delivery of the Bonds and be in substantially the form included in this Official Statement as APPENDIX C—FORM OF APPROVING OPINION OF CO-BOND COUNSEL. Chapman has also been retained by the State to serve as Disclosure Counsel to the State with respect to the Bonds.