February __, 2026
To: Justin M. Bibb, Mayor
City of Cleveland, Ohio
The undersigned, the Director of Finance of the City of Cleveland, Ohio (the “City”), hereby requests your approval of the proposed issuance by the City in the maximum aggregate principal amount of $476,000,000 of its Amended and Restated Airport System Subordinate Obligation Notes, Series 2024 (Tax-Exempt) (the “Tax-Exempt Series 2024 Subordinate Obligation Notes”), for purposes of complying with Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”), and advises you of the following in connection with our request:
1. A public hearing concerning the proposed issuance of the Tax-Exempt Series 2024 Subordinate Obligation Notes was held on behalf of the City on January 30, 2026 at 10:30 a.m. Eastern Time in Room 104 of City Hall, 601 Lakeside Avenue, Cleveland, Ohio, following reasonable public notice continually posted on the City’s website from January 23, 2026 through the January 30, 2026 hearing date. A copy of a report regarding the public hearing is attached hereto.
2. The Tax-Exempt Series 2024 Subordinate Obligation Notes are to be issued by the City, pursuant to a plan of finance, as exempt facility airport bonds under Section 142(a)(1) of the Code to assist in paying costs of airport facilities (the “Project”). The Project will be located at Cleveland Hopkins International Airport, 5300 Riverside Drive, Cleveland, Ohio, and Burke Lakefront Airport, 1501 Marginal Road, Cleveland, Ohio, which together constitute an integrated operation of the City.
3. The Project will be owned and operated by the City.
4. The current financing with respect to the Project will be the issuance by the City of up to $476,000,000 Amended and Restated Airport System Subordinate Obligation Notes, Series 2024 (Tax-Exempt), authorized by Ordinance No. 1408-2025 passed by the Council of the City of Cleveland on November 17, 2025.
CITY OF CLEVELAND, OHIO
Paul Barrett
Director of Finance
REPORT OF PUBLIC HEARING
The undersigned, Director of Finance of the City of Cleveland, Ohio (the “City”) or his designee, acting on behalf of the City, conducted a public hearing on January 30, 2026 commencing at 10:30 a.m. Eastern Time, in Room 104 of City Hall, 601 Lakeside Avenue, Cleveland, Ohio, with respect to the proposed issuance by the City of its Amended and Restated Airport System Subordinate Obligation Notes, Series 2024 (Tax-Exempt) in a maximum aggregate principal amount of $476,000,000 (the “Tax-Exempt Series 2024 Subordinate Obligation Notes”) for purposes of complying with Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”).
The Tax-Exempt Series 2024 Subordinate Obligation Notes are to be issued by the City, pursuant to a plan of finance, as exempt facility airport bonds under Section 142(a)(1) of the Code to assist in paying costs of airport facilities (the “Project”). The Project will be located at Cleveland Hopkins International Airport, 5300 Riverside Drive, Cleveland, Ohio, and Burke Lakefront Airport, 1501 Marginal Road, Cleveland, Ohio, which together constitute an integrated operation of the City. The Project will be owned and operated by the City.
Notice of the public hearing was continually posted on the City’s website from January 23, 2026 through the January 30, 2026 hearing date. A copy of the notice of public hearing is attached hereto.
At the request of the undersigned, Catherine Romanchek of Squire Patton Boggs (US) LLP summarized the transaction and the provisions of the posted notice.
No written comments were submitted to the City in advance of the public hearing.
No comments or questions were presented at the public hearing, and the public hearing was adjourned.
Dated: February ___, 2026
Elizabeth C. Hruby
Debt Manager
City of Cleveland, Ohio
NOTICE OF PUBLIC HEARING
Notice is hereby given that on Friday, January 30, 2026, a public hearing will be held by the City of Cleveland, Ohio (the “City”), commencing at 10:30 a.m. Eastern Time in Room 104 of City Hall, 601 Lakeside Avenue, Cleveland, Ohio, with respect to the proposed issuance by the City, pursuant to a plan of finance, of its Amended and Restated Airport System Subordinate Obligation Notes, Series 2024 (Tax-Exempt) (the “Tax-Exempt Series 2024 Subordinate Obligation Notes”), in a maximum aggregate principal amount of $476,000,000. The Tax-Exempt Series 2024 Subordinate Obligation Notes will be issued as exempt facility airport bonds under Section 142(a)(1) of the Internal Revenue Code of 1986, as amended, to assist in paying costs of airport facilities (the “Project”).
The Project will be located at Cleveland Hopkins International Airport, 5300 Riverside Drive, Cleveland, Ohio, and Burke Lakefront Airport, 1501 Marginal Road, Cleveland, Ohio, which together constitute an integrated operation of the City. The Project will be owned and operated by the City.
The Tax-Exempt Series 2024 Subordinate Obligation Notes are special obligations of the City, payable solely from and secured by moneys pledged under the subordinated obligations trust indenture. The Tax-Exempt Series 2024 Subordinate Obligation Notes and the interest thereon do not constitute a debt or pledge of the faith and credit of the City, or the State of Ohio or any political subdivision thereof, and holders or owners of the Tax-Exempt Series 2024 Subordinate Obligation Notes have no right to have taxes levied by the City, or the State or any political subdivision thereof.
Persons wishing to express their views on the proposed Tax-Exempt Series 2024 Subordinate Obligation Notes and the Project to be financed by the Tax-Exempt Series 2024 Subordinate Obligation Notes may appear at the hearing or may submit their views in writing. Any written submissions should be sent to the City at Room 104, City Hall, 601 Lakeside Avenue, Cleveland, Ohio 44114 Attention: Director of Finance and clearly marked “Re: Proposed $476,000,000 City of Cleveland, Ohio Amended and Restated Airport System Subordinate Obligation Notes, Series 2024 (Tax-Exempt)”. Written submissions should be mailed in sufficient time to be received on or before the aforesaid hearing date.
CITY OF CLEVELAND, OHIO
/s/ Paul Barrett
Paul Barrett
Director of Finance
APPROVAL
Pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended, I, Justin M. Bibb, Mayor of the City of Cleveland, Ohio (the “Applicable Elected Representative” within the meaning of said Section 147(f)), hereby approve the proposed issuance by the City of Cleveland, Ohio of its Amended and Restated Airport System Subordinate Obligation Notes, Series 2024 (Tax-Exempt), which may be issued up to the maximum aggregate principal amount of $476,000,000 for the purposes set forth in the Report of Public Hearing and Notice of Public Hearing, both of which are attached hereto and incorporated herein.
Dated: February ___, 2026
Justin M. Bibb, Mayor
City of Cleveland, Ohio