594605000 Los Angeles Unified School District
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Ratings: Fitch: "AAA" Moody's: "Aa2" See "MISCELLANEOUS - Ratings"herein. In the opinion of Hawkins Delafield & Wood LLP, Bond Counsel to the District, under existing statutes and court decisions and assuming continuing compliance with certain tax covenants described herein, (i) interest on the Refunding Bonds is excluded from gross income for Federal income tax purposes pursuant to Section 103 of the InternalRevenue Code of 1986, as amended (the "Code''), and (ii) interest on the Refunding Bonds is not treated as a preference item in calculating the alternative minimum tax under the Code. In addition, in the opinion of Bond Counsel to the District, under existing statutes, interest on the Refunding Bonds is exempt from personal income taxes imposed by the State of California. See "TAX MATTERS" herein. $594,605,000 LOS ANGELES UNIFIED SCHOOL DISTRICT ( County of Los Angeles, California) 2019 General Obligation Refunding Bonds, Series A (Dedicated Unlimited Ad Valorem Property Tax Bonds) Dated: Date of Delivery Due: As shown on inside cover The Los Angeles Unified School District (County of Los Angeles, California) 2019 General Obligation Refunding Bonds, Series A (Dedicated Unlimited Ad Valorem Property Tax Bonds) (the "Refunding Bonds") are being issued by the Los Angeles UnifiedSchool District (the "District"), located in the County of Los Angeles (the "County"), to refund and defease a portion of the Prior Bonds ( definedherein) as more fully described herein. A portion of the proceeds of the Refunding Bonds will be used to pay the costs of issuance incurred in connection with the issuance of the Refunding Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" and "PLAN OF REFUNDING" herein. The Refunding Bonds are being issued under the laws of the State of California (the "State") and the applicable authorizations received at elections held by the District as described herein, and pursuant to a resolution of the Board of Education. The Refunding Bonds are general obligation bonds of the District secured by and payable from ad valorem property taxes to be levied within the District pursuant to the CaliforniaConstitution and other State law. The Board of Supervisors of the County is empowered and is obligated to levy ad valorem taxes upon all property subject to taxation by the District, without limitation as to rate or amount ( except as to certain personal property which is taxable at limited rates), for the payment of principal of and interest on the Refunding Bonds, all as more fully described herein. See "SECURITY AND SOURCE OF PAYMENT FOR THE REFUNDING BONDS" herein. Interest on the Refunding Bonds is payable on each January 1 and July 1 to maturity, commencing July 1, 2019. Principal of the Refunding Bonds is payable on January 1 or July 1 in each of the years and in the amounts set forth on the inside front cover hereof. The Refunding Bonds will be issued in book-entry form only, in denominations of $5,000 principal amount, or integral multiples thereof, and will be initially issued and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). DTC will act as securities depository for the Refunding Bonds. Owners will not receive certificatesrepresenting their interests in the Refunding Bonds. Payments of principal of, premium, if any, and interest on the Refunding Bonds will be made by U.S. Bank National Association, as agent to the Treasurer and Tax Collector of the County, as the initial paying agent, to DTC, which is obligated to remit such payments to its DTC Participants forsubsequent disbursement to the beneficialowners of the Refunding Bonds. See APPENDIX C - "BOOK ENTRY ONLY SYSTEM" attached hereto. The Refunding Bonds are subject to redemption prior to their respective stated maturitydates as described herein. See "THE REFUNDING BONDS - Redemption" herein. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR GENERAL REFERENCE ONLY. IT IS NOT INTENDED TO BE A SUMMARY OF THE SECURITY OR TERMS OF THIS ISSUE. INVESTORS ARE ADVISED TO READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. The Refunding Bonds were awarded to BofA Securities, Inc. pursuant to competitive bidding which was held on May 7, 2019, as set forth in the Notice Inviting Bids, dated April 23, 2019. The Refunding Bonds will be offered when, as and if issued by the District, subject to the approval of legality by Hawkins Delafield & Wood LLP, Los Angeles, California, Bond Counsel to the District. Certain legal matters will be passed upon for the District by Orrick, Herrington & Sutcliffe LLP, Irvine, California, as Disclosure Counsel to the District. It is anticipated that the Refunding Bonds, in definitive form, will be available for delivery through the facilities of DTC on or about May 29, 2019. Dated: May 7, 2019, as amended on May 13, 2019. MATURITY DATES, PRINCIPAL AMOUNTS, INTEREST RATES, INITIAL PUBLIC OFFERING YIELDS, PRICES AND CUSIP NUMBERS $594,605,000 LOS ANGELES UNIFIED SCHOOL DISTRICT (County of Los Angeles, California) 2019 General Obligation Refunding Bonds, Series A (Dedicated Unlimited Ad Valorem Property Tax Bonds) Base CUSIPt Number: 544647 Principal Interest Initial Public cusIPt Maturity Amount Rate Offering Yield Price Suffix July 1, 2019 $12,240,000 5.000% 1.350% 100.321 % AL4 July 1, 2020 37,070,000 5.000 1.350 103.930 AM2 July 1, 2021 29,250,000 5.000 1.370 107.448 ANO July 1, 2022 30,705,000 5.000 1.420 110.780 AP5 July 1, 2023 32,240,000 5.000 1.500 113.829 AQ3 July 1, 2024 33,860,000 5.000 1.630 116.392 ARI July 1, 2025 35,540,000 5.000 1.670 119.201 AS9 July 1, 2026 37,320,000 5.000 1.680 122.098 AT7 July 1, 2027 39,190,000 5.000 1.700 124.839 AU4 July 1, 2028 41,140,000 5.000 1.790 126.813 AV2 July 1, 2029 43,205,000 5.000 1.900 128.337 AWO July 1, 2030 45,360,000 5.000 2.030 126.969c AX8 July 1, 2031 47,635,000 5.000 2.100 126.240c AY6 July 1, 2032 50,015,000 5.000 2.150 125.723c AZ3 July 1, 2033 52,520,000 4.000 2.400 114.259c BA7 January 1, 2034 27,315,000 3.000 2.930 100.605c BBS t 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( c) 2019 CU SIP 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. CU SIP® numbers are provided for convenience of reference only. None of the District, the Underwriter or their respective agents or counsel assume responsibility for the accuracy of such numbers. c Priced to call at par on July I, 2029. LOS ANGELES UNIFIED SCHOOL DISTRICT BOARD OF EDUCATION District Member Term Ending 2 Monica Garcia, President December 11, 2022 4 Nick Melvoin, Vice President December 11, 2022 1 George McKenna December 13, 2020 3 Scott Schmerelson December 13, 2020 5 (Vacant)t December 13, 2020 6 Kelly Gonez December 11, 2022 7 Richard Vladovic December 13, 2020 DISTRICT OFFICIALS Austin Beutner, Superintendent David Holmquist, General Counsel Dr. Scott Price, Chief Financial Officer V. Luis Buendia, Controller Timothy S. Rosnick, Deputy Controller BOND COUNSEL Hawkins Delafield & Wood LLP Los Angeles, California DISCLOSURE COUNSEL Orrick, Herrington & SutcliffeLLP Los Angeles, California MUNICIPAL ADVISOR Fieldman, Rolapp & Associates, Inc. Irvine, California PAYING AGENT U.S. Bank National Association, as agent of the Treasurer and Tax Collector of the County of Los Angeles, Los Angeles, California ESCROW AGENT U.S. Bank National Association Los Angeles, California VERIFICATION AGENT Causey Demgen & Moore P.C. Denver, Colorado t On March 5, 2019, the District conducted a special election for a board member to represent District 5. Since no candidate received a majority of the vote at such special election, a runoff election will be held on May 14, 2019 between Jackie Goldberg and Heather Repenning, the two candidates who received the most votes at such special election. See APPENDIX A- "DISTRICT FINANCIAL INFORMATION AND REGIONAL ECONOMIC AND DEMOGRAPHIC INFORMATION - DISTRICT GENERAL INFORMATION - District Governance; Senior Management." No dealer, broker, salesperson or other person has been authorized by the District to give any information or to make any representations, other than those contained in this Official Statement, and if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing. The information contained herein has been obtained from sources that are believed to be reliable. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, give rise to any implication that there has been no change in the affairsof the District since the date hereof. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER OF THE REFUNDING BONDS (THE "UNDERWRITER") MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE REFUNDING BONDS AT LEVELS 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 REFUNDING BONDS TO CERTAIN SECURITIES DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENT AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE INSIDE FRONT COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER.