(City and County of San Francisco, California) 2020-21 Tax and Revenue Anticipation Notes
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NEW ISSUE – BOOK-ENTRY ONLY RATING: Moody’s: “MIG 1” (See “MISCELLANEOUS – Rating” herein.) In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the San Francisco Unified School District, based upon an analysis of existing laws, regulations, rulings, and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Notes is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. The amount treated as interest on the Notes and excluded from gross income may depend upon the taxpayer’s election under Internal Revenue Notice 94-84. In the further opinion of Bond Counsel, interest on the Notes is not a specific preference item for purposes of the federal alternative minimum tax. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Notes. See “TAX MATTERS.” $100,000,000 SAN FRANCISCO UNIFIED SCHOOL DISTRICT (CITY AND COUNTY OF SAN FRANCISCO, CALIFORNIA) 2020-21 TAX AND REVENUE ANTICIPATION NOTES Dated: Date of Delivery Due: December 31, 2021 This cover page is not a summary of this issue; it is only a reference to the information contained in this Official Statement. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The San Francisco Unified School District 2020-21 Tax and Revenue Anticipation Notes (the “Notes”) are issued by the San Francisco Unified School District (the “District”), which is located in the City and County of San Francisco (the “City and County”). The Notes are by statute a general obligation of the District. The principal amount of the Notes, together with interest thereon, is payable from taxes, income, revenues, cash receipts and other moneys that are received by, that accrue to or are allocable to the District during fiscal year 2020-21 and that are lawfully available for the payment of current expenses and other obligations of the District. The District cannot be legally obligated to pay the Notes from revenue of a future year, and the District is not authorized to increase tax rates to repay the Notes in the event other available moneys are insufficient. As security for the payment of principal of and interest on the Notes, the District has pledged certain Pledged Revenues, as defined herein, to be deposited in a Repayment Fund (as defined herein), at the times and in the amounts described herein. See “THE NOTES – Security and Sources of Payment” herein. Principal of and interest on the Notes are payable only at maturity. The Notes are not subject to redemption prior to maturity. See “THE NOTES – General Provisions of the Notes” herein. Maturity Date Principal Amount Interest Rate Yield CUSIP No.* December 31, 2021 $100,000,000 2.000% 0.150% 79771TPH4 The Notes will be offered when, as and if issued by the District and received by the Underwriter, subject to approval of their legality by Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the District. Certain legal matters will be passed upon for the District by Orrick, Herrington & Sutcliffe LLP, as Disclosure Counsel, and for the Underwriter by Stradling Yocca Carlson & Rauth, a Professional Corporation, San Francisco, California. It is anticipated that the Notes, in book-entry form, will be available for delivery through DTC in New York, New York, on or about March 9, 2021. This Official Statement is dated February 23, 2021. * CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright© 2021 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. Neither the District nor the Underwriter or their agents or counsel assume responsibility for the accuracy of such numbers. The CUSIP numbers are subject to change after the issuance of the Notes as a result of various subsequent actions. This Official Statement does not constitute an offering of any security other than the original offering of the Notes by the District. No dealer, broker, salesperson or other person has been authorized by the District to give any information or to make any representations other than as contained in this Official Statement, and if given or made, such other information or representation not so authorized should not be relied upon as having been given or authorized by the District. The issuance and sale of the Notes have not been registered under the Securities Act of 1933, as amended, in reliance upon an exemption under Section 3(a)2 thereof. This Official Statement does not constitute an offer to sell or a solicitation of an offer to buy securities in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. The information set forth herein other than that furnished by the District, although obtained from sources which are believed to be reliable, is not guaranteed as to accuracy or completeness, and is not to be construed as a representation by the District. The information and expressions of opinion herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder will, under any circumstances, create any implication that there has been no change in the affairs of the District since the date hereof. This Official Statement is submitted in connection with the sale of the Notes referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements.” Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “budget” or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The District does not plan to issue any updates or revisions to those forward-looking statements if or when its expectations, or events, conditions or circumstances on which such statements are based occur. The Underwriter has provided the following sentence for inclusion in this Official Statement: “The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or the completeness of such information.” The District maintains a website. However, the information presented on that website is not part of this Official Statement and should not be relied upon in making investment decisions with respect to the Notes. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE NOTES TO CERTAIN SECURITIES DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENT AT PRICES LOWER THAN THE PUBLIC OFFERING PRICE STATED ON THE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICE MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. SAN FRANCISCO UNIFIED SCHOOL DISTRICT BOARD OF EDUCATION Name Title Term Expires Gabriela Lopez President January 2023 Alison M. Collins Vice President January 2023 Matt Alexander Commissioner January 2025 Kevine Boggess Commissioner January 2025 Jenny Lam Commissioner January 2025 Faauuga Moliga Commissioner January 2023 Mark Sanchez Commissioner January 2025 DISTRICT ADMINISTRATION Dr. Vincent Matthews, Superintendent Myong Leigh, Deputy Superintendent of Policy and Operations Enikia Ford-Morthel, Deputy Superintendent of Instruction Gentle Blythe, Deputy Superintendent of Strategic Partnerships and Communications Danielle Houck, Esq., General Counsel Meghan Wallace, Chief Financial Officer PROFESSIONAL SERVICES Municipal Advisor Backstrom McCarley Berry & Co., LLC San Francisco, California Bond and Disclosure Counsel Orrick, Herrington & Sutcliffe LLP San Francisco, California Paying Agent Jose Cisneros Treasurer of the City and County of San Francisco San Francisco, California TABLE OF CONTENTS Page INTRODUCTION .................................................................................................................................................. 1 General ...................................................................................................................................................... 1 Changes from the Preliminary Official Statement ...................................................................................