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August 21, 2019 NEW ISSUE: BOOK-ENTRY-ONLY OFFERING MEMORANDUM Ratings: S&P: PSF Enhanced: “AAA”; Underlying: “AA+” August 21, 2019 Ratings: Fitch: PSF Enhanced: “AAA”; Underlying: “AA+” PSF Guarantee: “Conditionally Approved” (See “RATINGS” and “THE PERMANENT SCHOOL FUND GUARANTEE PROGRAM”.) In the opinion of Bond Counsel (identified below), assuming continuing compliance by the District (defined below) after the date of initial delivery of the Bonds (defined below) with certain covenants contained in the Order (defined below) and subject to the matters set forth under “TAX MATTERS” herein, interest on the Bonds for federal income tax purposes under existing statutes, regulations, published rulings, and court decisions (1) is not included in gross income of the owners thereof pursuant to section 103 of the Internal Revenue Code of 1986, as amended to the date of initial delivery of the Bonds, and (2) is not an item of tax preference for purposes of the federal alternative minimum tax. See “TAX MATTERS” herein. Additionally, see “THE BONDS - Determination of Interest Rate; Rate Mode Changes” identifying circumstances when an opinion of nationally recognized bond counsel is required as a condition for an interest mode conversion. Bond Counsel expresses no opinion as to the effect on the excludability from gross income for federal income tax purposes of any action requiring such an opinion. $14,930,000 EANES INDEPENDENT SCHOOL DISTRICT (A political subdivision of the State of Texas located in Travis County, Texas) VARIABLE RATE UNLIMITED TAX SCHOOL BUILDING BONDS, SERIES 2019B INITIAL TERM RATE PERIOD OF SIX YEARS AT A PER ANNUM INITIAL RATE OF 1.75% (PRICED TO YIELD 1.35% TO FIRST OPTIONAL REDEMPTION DATE OF AUGUST 1, 2024) Dated Date: September 1, 2019 (interest will accrue from the Delivery Date) Mandatory Tender Date: August 1, 2025 CUSIP No. (1): 270083S66 Stated Maturity: August 1, 2039 The Eanes Independent School District (the “District”) is issuing its $14,930,000 Variable Rate Unlimited Tax School Building Bonds, Series 2019B (the “Bonds”) in accordance with the Constitution and general laws of the State of Texas, including, particularly, Chapter 45, Texas Education Code, as amended, Chapter 1371, Texas Government Code, as amended, an order adopted by the Board of Trustees of the District (the “Order”) on June 18, 2019 authorizing the issuance of the Bonds and delegating authority to certain officers of the District to complete the sale of the Bonds through the execution of a pricing certificate (the “Pricing Certificate”), and an election held within the District on May 4, 2019 (the “Election”). The Pricing Certificate establishing the final terms of the Bonds was executed by an authorized District official on August 21, 2019. The Bonds constitute direct obligations of the District and are payable as to principal, and interest from the proceeds of an annual ad valorem tax levied, without legal limit as to rate or amount, against all taxable property located within the District. During the Initial Rate Period (defined below), interest on the Bonds will be calculated on the basis of a 360-day year of twelve 30-day months and will be payable on each February 1 and August 1, commencing February 1, 2020. No physical delivery of the Bonds will be made to the owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the beneficial owners of the Bonds (see "THE BONDS - Book-Entry-Only System" herein). The initial Tender Agent and Paying Agent/Registrar for the Bonds is UMB Bank, N.A., Austin, Texas, (see "THE BONDS – General Description"). The Bonds are issued as a single Term Bond scheduled to mature as shown above and subject to optional and mandatory redemption prior to maturity, in whole or in part, as described herein (see "THE BONDS - Redemption"). The Bonds will bear interest initially at the Initial Rate from the date of the initial delivery to the initial purchaser thereof named below (the "Underwriter"), anticipated to occur on or about September 12, 2019 (the "Closing Date"), through July 31, 2025 (the "Initial Rate Period"), at the rate of 1.75% (being the rate so determined by the Underwriter identified below)). Thereafter, the Bonds will convert to a Term Mode of like duration and bear interest at a Term Rate determined by the Remarketing Agent (defined below); provided, however, that the interest rate mode applicable to the Bonds may be (a) changed from time to time to a Term Mode during which the Bonds bear interest at a Term Rate for a period of different duration, or (b) converted to a Fixed Rate until stated maturity (as such terms are defined and described herein). This Offering Memorandum describes the Bonds only in the Initial Rate Period during which the Bonds bear interest at the Initial Rate (and, after conclusion of such Initial Rate Period and if at all, the period during which the Bonds bear interest at the Stepped Rate) and not the Bonds remarketed and sold into another interest rate period during which the Bonds bear interest in another interest rate mode. The Bonds will be subject to mandatory tender without the right of retention on the Conversion Date immediately following the end of the Initial Rate Period, which occurs on August 1, 2025. During the Initial Rate Period, the Bonds are not subject to the benefit of a liquidity facility provided by a third party. Accordingly, a failure by the Remarketing Agent to remarket Bonds subject to mandatory tender on the Conversion Date at the end of the Initial Rate Period will result in the rescission of the notice of mandatory tender with respect thereto and the District not having any obligation to purchase such Bonds at that time. The occurrence of the foregoing will not result in an event of default under the Order or the Bonds. Until such time as the District redeems or remarkets Bonds that have been unsuccessfully remarketed as described above, such Bonds shall bear interest at the "Stepped Rate", which is defined herein to mean 7.00% per annum, calculated on the basis of twelve 30-day months and the number of days actually elapsed (see "THE BONDS – Tender Provisions" herein). All tenders of Bonds must be made to the Tender Agent at its designated office in Austin, Texas. In the Order, the District has covenanted to identify and enter into a contract with a remarketing agent (the "Remarketing Agent") for the Bonds prior to the commencement of the remarketing period applicable to the Bonds. Bonds tendered for purchase on the initial Conversion Date will be bought from the proceeds derived from the remarketing of the Bonds, if any; provided, however, that should the date for tender of the Bonds occur on an Interest Payment Date, the accrued interest portion of the Purchase Price is to be paid by the District. Proceeds from the sale of the Bonds will be used for (i) construction, acquisition, rehabilitation, renovation, expansion, improvement, and equipment of school buildings in the District, including safety and security improvements; student programs and support, including technology systems and equipment; instructional, co-curricular and extra- curricular spaces, including robotics, wrestling and aquatics; promotion of energy efficiency and conservation; facility systems and site improvements throughout the District (including plumbing, roofing, heating, ventilation, air conditioning, surfaces and other systems); and the purchase of new school buses, and (ii) paying the costs of issuing the Bonds. (See “THE BONDS – Authorization and Purpose”). The Bonds are offered when, as and if issued, and accepted by the initial purchaser thereof named below (the “Underwriter”), subject to the approval of legality by the Attorney General of the State of Texas and the approval of certain legal matters by Hunton Andrews Kurth LLP, Houston, Texas, Bond Counsel. Certain legal matters will be passed upon for the Underwriter by its counsel, Orrick, Herrington & Sutcliffe LLP, Austin, Texas. The Bonds are expected to be available for initial delivery through the services of DTC on or about September 12, 2019 (the “Delivery Date”). ___________ (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP numbers have been assigned to the Bonds by CUSIP Global Services, managed by S&P Capital IQ on behalf of The American Bankers Association and are included solely for the convenience of owners of the Bonds. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP services. None of the District, the Financial Advisor, or the Underwriter shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. USE OF INFORMATION This Offering Memorandum, which includes the cover page, and Appendices hereto, does not constitute an offer to sell or the solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale. No dealer, broker, salesperson or other person has been authorized to give information or to make any representation other than those contained in this Offering Memorandum, and, if given or made, such other information or representations must not be relied upon as having been authorized by the District, the Financial Advisor or the Underwriter. This Offering Memorandum contains, in part, estimates and matters of opinion and certain forward-looking statements which are not intended as statements of fact, and no representation is made as to the correctness of such estimates and opinions, or that they will be realized. The Underwriter has provided the following sentence for inclusion in this Offering Memorandum. The Underwriter has reviewed the information in this Offering Memorandum pursuant to its responsibilities to investors under the federal securities laws, but the Underwriter does not guarantee the accuracy of completeness of such information.
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