PRELIMINARY OFFICIAL STATEMENT DATED JUNE 13,2017 NEW & RENEWAL ISSUES BOND ANTICIPATION NOTES REVEN! IN NOTES {nthe opinion of Norton Rose Fulbright US LLP, New York, New York, Bond Counsel, assuming continuous compliance with certain covenants described herein, interest on the Notes will be excludble from gross income for federal income tax purposes under existing law, and interest on the Noves will nor be subject tothe alternative mininun tax on individuals. na the further opinion of Borel Counsel, under existing law interest on the Notes is exempr from personal income taxes inposed by the State of New York or any political subdivision thereof (inetuding The Cty of New York). See “TAN MATTERS” herein fora description ofthe opinion of Bond Counsel and certain ther tax consequences ‘The Town will NOT designate the Notes as “qualified tax-exempt obligations” pursuant to Section 265(b)(3) ofthe Internal Revenue Code of 1986. $49,550,000 TOWN OF OYSTER BAY NASSAU COUNTY, NEW YORK $34,550,000 Bond Anticipation Notes, 2017 Series C (the “Series C Notes”) Dated: June 27, 2017 Due: June 1, 2018 $15,000,000 Revenue Anticipation Notes, 2017 (the “Revenue Anticipation Notes” and, together with the Series C Notes, the “Notes") Dated: June 27,2017 Du February 23, 2018 “The Notes are general obligations of the Town of Oyster Bay, Nassau County, New York (the “Town” for the payment of which has pledged is faith and credit. Al real property subject to taxation within the Town is subject othe levy ofa valorem taxes, without 8 (0 rate or amount, subject to the Statucory limitations imposed by Chapter 97 of the Laws of 2011, as amended, to pay the principal and interest, nthe Notes. Interest on the Notes will be caleulated based upon twelve thirty-ay months, and will be payable at maturity in Federal Funds, The Notes are NOT subject to redemption prior to matur The Notes will be issued as ropistred Notes and, when issued, will be registered inthe name of Cede & Co., as partnership nominee of The Depository Trust Company, New York, New York (*DTC"), which will actus securities depository for the Notes. The Town Clerk willbe the fiscal and paying agent fr the Notes while the Notes are in registered form. Individual purchases of the Notes will be made in book-entry form, in ‘denominations of $5,000 oF integral mips thereof Purchasers will not receive certificates representing their ownership interest inthe Notes, purchased. See “BOOK-ENTRY-ONLY SYSTEM” herein. Payment of the principal of and inlerest on the Notes tothe beneficial owners of the Notes will be paid at maturity by the Town to DTC, which will in tum remit such principal and interest to is participants, for subsequent distribution tothe beneficial owners of the Notes, as deseribed herein, See “BOOK-ENTRY-ONLY SYSTEM” herein, ‘THE TOWN HAS EXPERIENCED SEVERE FINANCIAL DIFFICULTIES IN RECENT YEARS WHICH COULD AFFECT THE. MARKETABILITY AND THE MARKET VALUE OF THE NOTES, SEE “NOTEHOLDER RISKS", “RECENT FINANCIAL OPERATIONS", AND “MARKET AND RISK FACTORS”, HEREIN. ‘THIS PRELIMINARY OFFICIAL STATEMENT SHOULD BE READ IN ITS ENTIRETY. The Notes are offered when, a and iftsued and received by the Undereriter and subject to the receipt ofthe respective unqualified legal ‘opinions as tothe validity ofthe Notes of Norton Rese Fulbright US LLP, New York, New York, Bond Counsel. Certain legal matters in connection swith preparation of this Preliminary Offieal Statement willbe passed upon fr the Town by Norton Rase Fulbright US LLP, New York, New York in ts role as Special Disclosure Counsel. Certain legal matters will be passed upon fo the Underwriter by is counsel, Squire Patton Boggs (US) LLP. New York, New York. It is anticipated that the Notes wil be available for delivery through the failies of DTC located in Jersey City, New Jersey on or about June 27, 2017. ‘THE TOWN DEEMS THIS OFFICIAL STATEMENT TO BE FINAL FOR PURPOSES OF SECURITIES AND EXCHANGE COMMISSION RULE 15C2-12 (THE “RULE"), EXCEPT FOR CERTAIN INFORMATION THAT HAS BEEN OMITTED HEREFROM IN ACCORDANCE. WITH SAID RULE AND THAT WILL BE SUPPLIED WHEN THIS OFFICIAL STATEMENT IS UPDATED FOLLOWING THE SALE OF THE NOTES HEREIN DESCRIBED. THE TOWN WILL COVENANT IN AN UNDERTAKING TO PROVIDE NOTICE OF MATERIAL EVENTS WITH RESPECT TO THE NOTES (AS DEFINED IN THE RULE) AS REQUIRED BY THE RULE (SEE “EVENT NOTICES” HEREIN), OPPENHEIMER & CO. Dated: June _, 2017‘Town Concessionaire Investigation and Litigation The Town is a party to litigation and is aware of the potential for additional litigation regarding certain purported amendments to agreements with a former Town concessionaite, On September 8, 2015, the United States Attomey for the Easter District of New York indicted the concessionaire on criminal charges alleging, according to the indictment, that the former Town concessionaire provided payments and other things of value to a Town employee in exchange for assistance in obtaining bank loans guaranteed by the Town totaling approximately $20 million. The Nassau County District Attomey, on ‘August 25, 2015, and the Securities and Exchange Commission, on October 20, 2015, requested information from the Town concerning these allegations as well as certain of the Town's public disclosures including official statements from outstanding bbond and note issues, The Town has provided documents to the Nassau County District Attorney and is continuing to provide information to the Securities and Exchange Commission in response to these inquiries. ‘The Town has cooperated and is cooperating with all lav enforcement inquiries regarding these allegations. In addition, the Underwriter has requested and the ‘Town has agreed that the Note Purchase Agreement, relating to the Notes, will contain a provision requiring the Town, its officers, officials, employees, and agents to continue to cooperate with the Secutities and Exchange Commission, the United States Attorney for the Eastern District of New York, and any and all federal, state and local agencies and authorities, on matters whether civil or criminal in nature, regarding these allegations. ‘The Town is a defendant in three lawsuits in New York arising from certain purported amendments to agreements with the former Town concessionaire. The first lawsuit was filed in January 2016 and the other two were filed in July 2016. In each of the lawsuits against the Town, a lender to the former Town concessionaire has brought suit against the Town seckin ‘enforce one of the purported amendments and contending that it requires the Town to reimburse the lender for unpaid amounts ‘n its loan following default by the concessionaire. The total amount of damages sought by the three lenders across all three lawsuits is approximately $18 million. It is the Town's position that the three amendments that are the subject of the lawsuits are each unenforceable because (i) they were not authorized by the Town Board, (ji) they were not executed and delivered by Town officials with knowledge or understanding of their content, and (iil) even if validly enacted, they would constitute ‘impermissible municipal guarantees in violation of the New York State Constitution, ‘The Town has filed motions to dismiss in each of the lawsuits. Its motions were denied in two of the lawsuits, from which the Town is taking appeals to the New York State Supreme Court, Appellate Division, Second Department, ‘The Office of the ‘Town Attomey cannot predict the outcome of the appeals nor the pending litigations and investigations, or whether any additional litigation against the Town or its officers or officials will be initiated. As to the third lawsuit, United States District Judge Sandra Feuerstein of the United States Distriet Court for the Basten District of New York, in a decision dated May 30, 2017, dismissed the suit with prejudice, ruling that the lender had failed to plausibly allege that the Town Board had ever approved, authorized or ratified the purported amendment at issue, which sought to require the Town to reimburse the lender for any unpaid amounts on a loan of approximately $7,800,000 that the lender extended to the defaulting concessionaire, ‘The lender may appeal that decision to the United States Court of Appeals for the Second Circuit. The Office of the Town Attomey cannot predict the outcome of any such appeal. The Office of the Town Attomey cannot predict the outcome of the above pending litigations and investigation or whether any additional litigation against the Town or its officers or officials will be initiated. However, in the event that there is a judgment entered against the Town for money damages, the Local Finance Law permits the Town to issue bonds or notes (0 Fund such judgment. Unrelated to the unauthorized amendments that are the subject of litigation described above, a prior amendment to the Golf Course/The Woodlands Catering Hall Agreement included certain provisions for payment of a $2 million termination fee by the Town that the concessionaire may claim was triggered by its termination in September 2016. While the Town would expect to contest any claim by the eoncessionaire for a termination fee, it cannot predict the outcome of any such dispute. ‘The former Town Attorney, Len Genova, was named as a defendant in a fourth lawsuit, which was filed in Connecticut in ‘August 2016. The lawsuit against the Mr. Genova was brought by (vo of the lenders and asserted claims against Mr. Genova, a former Deputy Town Attomey, and other lawyers, arising from the same amendments, The claims against Mr. Genova and the former Deputy Town Attomey were dismissed for lack of personal jurisdiction. Mr. Genova resigned from his vole as ‘Town Attorney as of January 9, 2017. On October 18, 2016, the Town’s former Supervisor, John Venditto, was charged by a grand jury in the United States District Court for the Eastern District of New York with solicitation and receipt of bribes in exchange for official aetion in ‘connection with the former Town concessionaire referred to above, honest service wire fraud and obstruction of justice. Mr. Venditto has denied all charges and, as of January 4, 2017, has resigned from his role as Supervisor, For additional information regarding the litigation, please see “LITIGATION? in the “Notes to Financial Statements” “4