19370000 Kent School District No. 415 King County, Washington
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OFFICIAL STATEMENT DATED OCTOBER 3, 2012 NEW ISSUE Moody’s Rating: Aa2 BOOK-ENTRY Standard & Poor’s Rating: AA- Washington State School District Credit Enhancement Program: Aa1/AA+ See “RATINGS” and Appendix D “WASHINGTON STATE SCHOOL DISTRICT CREDIT ENHANCEMENT PROGRAM” In the opinion of Koegen Edwards LLP, Bond Counsel, under existing law and assuming compliance with the tax covenants described herein, the interest on the Bonds is excluded from gross income for federal income tax purposes. Interest on the Bonds is not a specific preference item for purposes of federal alternative minimum tax. See, however, “TAX MATTERS” herein regarding certain other tax considerations. $19,370,000 Kent School District No. 415 King County, Washington Unlimited Tax General Obligation Refunding Bonds, Series 2012A DATED: As of the Date of Delivery DUE: December 1, as shown on inside cover Kent School District No. 415, King County, Washington (the “District”), Unlimited Tax General Obligation Refunding Bonds, Series 2012A (the “Bonds”), will be issued as fully registered bonds under a book-entry system, initially registered in the name of Cede & Co. (the “Registered Owner”), as nominee for The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Bonds. Individual purchases of the Bonds will be made in book-entry form in the principal amount of $5,000 each, or any integral multiple thereof within a single maturity. Purchasers of the Bonds (the “Beneficial Owners”) will not receive certificates representing their beneficial ownership interests in the Bonds. Interest on the Bonds is payable on June 1 and December 1, commencing June 1, 2013, until maturity or prior redemption, whichever occurs first, by the fiscal agent of the state of Washington (the “State”), currently The Bank of New York Mellon in New York, New York (the “Registrar”). As long as DTC or its nominee is the registered owner of the Bonds, such payments will be made by the Registrar to DTC, which will, in turn, remit such principal and interest to DTC Participants, which will in turn remit such payments to the Beneficial Owners of the Bonds as described herein in Appendix C, “BOOK-ENTRY SYSTEM.” Maturity Schedule on Inside Cover The Bonds are not subject to redemption prior to their stated maturity dates. Proceeds of the Bonds will be used to: (i) refund a portion of the District’s Unlimited Tax General Obligation and Refunding Bonds, Series 2002, (ii) advance refund a portion of the District’s Unlimited Tax General Obligation Bonds, Series 2004, and (iii) pay the costs of issuance of the Bonds. See “PURPOSE AND APPLICATION OF BOND PROCEEDS” herein. The Bonds are general obligations of the District. For as long as the Bonds are outstanding, the District has irrevocably pledged to levy taxes annually without limitation as to rate or amount on all of the taxable property within the District in an amount sufficient, together with other money legally available and to be used therefor, to pay when due the principal of and interest on the Bonds, and the full faith, credit and resources of the District have been pledged irrevocably for the annual levy and collection of those taxes and the prompt payment of that principal and interest. The Bonds do not constitute a debt or indebtedness of King County, the State, or any political subdivision thereof other than the District. See “SECURITY FOR THE BONDS” herein. Payment of principal of and interest on the Bonds when due is guaranteed by the full faith, credit, and taxing power of the State under the provisions of the Washington State School District Credit Enhancement Program. See Appendix D attached hereto, “WASHINGTON STATE SCHOOL DISTRICT CREDIT ENHANCEMENT PROGRAM.” This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Bonds are offered when, as and if executed and delivered, and are subject to the approving bond counsel opinion of Koegen Edwards LLP, Spokane, Washington, Bond Counsel to the District, and certain other conditions. The fees of Bond Counsel are payable solely from the proceeds of the Bonds; hence, such fees are necessarily contingent upon the issuance of the Bonds. It is expected that the Bonds will be available for delivery through the facilities of DTC in New York, New York, or to the Registrar on behalf of DTC by Fast Automated Securities Transfer on or about October 25, 2012 (the “Date of Delivery”). $19,370,000 Kent School District No. 415 King County, Washington Unlimited Tax General Obligation Refunding Bonds, Series 2012A Due Interest Dec 1 Amount Rate Yield CUSIP No. (1) 2013 $2,265,000 2.00% 0.27% 495278M91 ** ** ** ** ** 2015 1,390,000 4.00 0.50 495278N25 2016 1,435,000 5.00 0.60 495278N33 2017 1,485,000 5.00 0.80 495278N41 2018 1,545,000 5.00 0.97 495278N58 2019 1,510,000 4.00 1.26 495278N66 2020 1,935,000 4.00 1.54 495278N74 2021 1,945,000 4.00 1.78 495278N82 2022 1,990,000 4.00 1.93 495278N90 2023 2,020,000 4.00 2.05 495278P23 2024 1,850,000 4.00 2.12 495278P31 (1) The CUSIP numbers herein are provided by CUSIP Global Services. These numbers are not intended to create a database and do not serve in any way as a substitute for CUSIP Global Services. CUSIP numbers are provided herein for the convenience of reference only. CUSIP numbers are subject to change. CUSIP numbers are assigned by CUSIP Global Services. The District takes no responsibility for the accuracy of such CUSIP numbers. No quotations from or summaries or explanations of the provisions of laws or documents herein purport to be complete, and reference is made to such laws and documents for full and complete statements of their provisions. This Official Statement is not to be construed as a contract or agreement between the District and the purchasers or owners of any of the Bonds. The cover page hereof and appendices attached hereto are part of this Official Statement. No dealer, broker, sales representative, 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 in connection with the offering made hereby and, if given or made, such information or representations must not be relied upon as having been authorized by the District. The information and expressions of opinions herein are subject to change without notice, and neither the 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 information set forth herein since the date hereof. 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 persons to make such offer, solicitation or sale. Certain statements contained in this Official Statement reflect not historical facts but forecasts and “forward- looking statements.” The words “estimate,” “project,” “anticipate,” “expect,” “intend,” “believe” and similar expressions are intended to identify forward-looking statements. The achievement of certain results or other expectations contained in forward-looking statements involves known and unknown risks, uncertainties and other factors that 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. Except as described in the continuing disclosure undertaking of the District, the District does not plan to issue any updates or revisions to those forward-looking statements if or when their expectations or events, conditions or circumstances on which such statements are based occur. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RESOLUTION HAS NOT BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF SECURITIES LAWS OF THE STATES IN WHICH THE BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. The District will undertake to provide continuing disclosure on certain matters, including annual financial information and specific material events, as more fully described herein. See “CONTINUING DISCLOSURE UNDERTAKING.” The CUSIP numbers herein are provided by Standard and Poor’s, CUSIP Global Services. These numbers are not intended to create a database and do not service in any way as a substitute for the CUSIP Service. CUSIP numbers are provided for the convenience of reference only. CUSIP numbers are subject to change. The District takes no responsibility for the accuracy of such CUSIP numbers. i (This page intentionally left blank) ii KENT SCHOOL DISTRICT NO. 415 12033 SE 256th Street Kent, Washington 98030 (253) 373-7000 www.kent.k12.wa.us* Board of Directors Deborah J. Straus President Tim Clark Vice President Karen DeBruler Legislative Representative Agda Burchard Director Russ Hanscom Director Administration Dr. Edward Lee Vargas Superintendent Dr. Richard A. Stedry Chief Business Officer Dr. Linda Del Giudice Chief Accountability Officer Dr. R. Keith Beeman Chief Organizational Talent Officer Thuan Nguyen Chief Information and Automated Operations Officer Dr.