Cleveland Clinic Health System Obligated Group - FMSbonds.com

REGARDING THE OFFERING CIRCULARThis Offering Circular does not constitute an offering of any security other than the original offering of the Series 2008A Bonds identifiedon the cover. No person has been authorized by the Ohio Higher Educational Facility Commission (the “Commission”), or by The Cleveland ClinicFoundation (the “Cleveland Clinic”), Cleveland Clinic Health System – East Region, Fairview Hospital, Lutheran Hospital, Marymount Hospital,Inc. or Cleveland Clinic Florida (a nonprofit corporation) (collectively, the “Obligated Issuers”) or the Underwriter to give any information or tomake any representation with respect to the Series 2008A Bonds other than as contained in this Offering Circular. Any other information orrepresentation should not be relied upon as having been given or authorized by the Commission, any Obligated Issuer, or the Underwriter. ThisOffering Circular does not constitute an offer to sell or the solicitation of an offer to buy, and there shall not be any sale of the Series 2008A Bonds,by any person in any jurisdiction in which it is unlawful to make such offer, solicitation or sale.Except for the information under the captions “THE COMMISSION” and “LITIGATION — The Commission,” the Commission has notconfirmed, and has assumed no responsibility for, the accuracy, sufficiency, completeness or fairness of any statements in this Offering Circular orany amendment hereof or supplements hereto, or in any reports, financial information, offering or disclosure documents or other information relatingto the Underwriter, the Leased Premises (as described herein), the Cleveland Clinic, the other Obligated Issuers, or the history, businesses, properties,organization, management, operations, financial condition, market area or any other matter relating to the Cleveland Clinic, the other ObligatedIssuers or any other entities contained otherwise in this Offering Circular.This Offering Circular has been approved by the Cleveland Clinic, for itself and the other Obligated Issuers, and its use and distribution forthe purposes of offering and selling the Series 2008A Bonds have been authorized by the Commission and by the Cleveland Clinic, for itself and theother Obligated Issuers. The information set forth herein has been obtained from the Obligated Issuers, The Depository Trust Company (“DTC”) andfrom other sources that are believed to be reliable. The Underwriter has reviewed the information in this Offering Circular in accordance with, and aspart of, its responsibilities to investors under federal securities laws as applied to the facts and circumstances of the transaction, but the Underwriterdoes not guarantee the accuracy or completeness of such information. The information and expressions of opinion in this Offering Circular aresubject to change without notice. Neither the delivery of this Offering Circular nor any sale made hereunder shall, under any circumstances, give riseto any implication that there has been no change in the affairs of the Commission, any Obligated Issuer or DTC since its date.IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY EFFECT CERTAIN TRANSACTIONS THATSTABILIZE THE PRICE OF THE SERIES 2008A BONDS. SUCH TRANSACTIONS MAY CONSIST OF BIDS OR PURCHASES FORTHE PURPOSE OF MAINTAINING THE PRICE OF THE SERIES 2008A BONDS. IN ADDITION, IF THE UNDERWRITEROVERALLOTS (THAT IS, SELLS MORE THAN THE AGGREGATE PRINCIPAL AMOUNT OF THE SERIES 2008A BONDS SETFORTH ON THE COVER PAGE OF THIS OFFERING CIRCULAR) AND THEREBY CREATES A SHORT POSITION IN SUCHSERIES 2008A BONDS IN CONNECTION WITH THE OFFERING, THE UNDERWRITER MAY REDUCE THAT SHORT POSITIONBY PURCHASING SERIES 2008A BONDS IN THE OPEN MARKET. IN GENERAL, PURCHASES OF A SECURITY FOR THEPURPOSE OF STABILIZATION OR TO REDUCE A SHORT POSITION COULD CAUSE THE PRICE OF A SECURITY TO BEHIGHER THAN IT MIGHT OTHERWISE BE IN THE ABSENCE OF SUCH PURCHASES. THE UNDERWRITER MAKES NOREPRESENTATION OR PREDICTION AS TO THE DIRECTION OR THE MAGNITUDE OF ANY EFFECT THAT THETRANSACTIONS DESCRIBED ABOVE MAY HAVE ON THE PRICE OF THE SERIES 2008A BONDS. IN ADDITION, THEUNDERWRITER MAKES NO REPRESENTATION THAT IT WILL ENGAGE IN SUCH TRANSACTIONS OR THAT SUCHTRANSACTIONS, IF COMMENCED, WILL NOT BE DISCONTINUED WITHOUT NOTICE. IN ADDITION, THE UNDERWRITERMAKES NO REPRESENTATION OR PREDICTION AS TO THE DIRECTION OR THE MAGNITUDE OF ANY EFFECT THAT THETRANSACTIONS DESCRIBED ABOVE MAY HAVE ON THE PRICE OF THE SERIES 2008A BONDS.NEITHER THE SERIES 2008A BONDS NOR ANY OTHER SECURITY RELATING TO THE SERIES 2008A BONDS HAS BEENREGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION OF THEUNITED STATES, AND NEITHER THE BOND INDENTURE NOR THE MASTER TRUST INDENTURE HAS BEEN QUALIFIED UNDERTHE TRUST INDENTURE ACT OF 1939, IN EACH CASE IN RELIANCE UPON APPLICABLE EXEMPTIONS. THE EXEMPTIONS FROMREGISTRATION AND FROM QUALIFICATION IN ACCORDANCE WITH APPLICABLE PROVISIONS OF FEDERAL OR STATESECURITIES LAWS CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THE SECURITIES AND EXCHANGECOMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SERIES 2008A BONDS ORANY RELATED SECURITY, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS OFFERING CIRCULAR. ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSECAUTIONARY STATEMENT REGARDING FORWARD-LOOKINGSTATEMENTS IN THIS OFFERING CIRCULARCertain statements included or incorporated by reference in this Offering Circular constitute “forward-looking statements” within themeaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, asamended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminologyused such as “plan,” “expect,” “estimate,” “budget” or other similar words. Such forward looking statements include, among others, the informationunder the caption “APPENDIX A — PART IV. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF HEALTH SYSTEMOPERATIONS AND FINANCIAL POSITION” in APPENDIX A to this Offering Circular and “BONDHOLDERS’ RISKS” in the forepart of thisOffering Circular.THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKINGSTATEMENTS INVOLVES KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUALRESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS,PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE OBLIGATEDGROUP DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHENITS EXPECTATIONS CHANGE OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED,OCCUR OR FAIL TO OCCUR.