JP Morgan Hilltopsecurities Raymond James

Enhanced/Unenhanced Ratings: Fitch “Applied For” S&P “Applied For” (See “RATINGS” and “THE PERMANENT SCHOOL FUND GUARANTEE PROGRAM”) PRELIMINARY OFFICIAL STATEMENT Dated: April 8, 2016 NEW ISSUE: BOOK-ENTRY-ONLY In the opinion of Bond Counsel, interest on the Bonds will be excludable from gross income for federal income tax purposes under statutes, regulations, published rulings and court decisions existing on the date thereof, subject to the matters described under “TAX MATTERS” herein, including the alternative minimum tax on corporations. y offers to buy be accepted prior to the to prior accepted y offers to buy be $118,784,195.95* offer to buy nor shall there be any sale of be any sale of shall there to buy nor offer DENTON INDEPENDENT SCHOOL DISTRICT (A political subdivision of the State of Texas located in Denton County, Texas) UNLIMITED TAX REFUNDING BONDS, SERIES 2016 Dated Date: April 1, 2016 Due: August 15, as shown on page 2 Interest Accrual Date: Date of Delivery The Denton Independent School District (the “District”) is issuing its $118,784,195.95* Unlimited Tax Refunding Bonds, Series 2016 (the “Bonds”) in accordance with the Constitution and general laws of the State of Texas, including, particularly, Chapter 1207, Texas Government Code, as amended, and a bond order (the “Bond Order”) passed by the Board of Trustees (the “Board”) of the District on February 23, 2016 in which the Board delegated pricing of the Bonds and certain other matters to a “Pricing Officer” who will approve and execute a “Pricing Certificate” which will complete the sale of the Bonds (the Bond Order and the Pricing Certificate are jointly referred to as the “Order”). The These securities may not be sold nor ma These securities may Bonds are being issued in part as Current Interest Bonds (“CIBs”) and in part as Premium Capital Appreciation Bonds (“CABs”). The Bonds tute an to an the solicitation of offer sell or 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. An application has been filed by the District fication under the securities laws of any such jurisdiction. with, and conditional approval has been received from, the Texas Education Agency for the Bonds to be guaranteed by the Permanent School Fund Guarantee (see “THE PERMANENT SCHOOL FUND GUARANTEE PROGRAM”). Interest on the CIBs will accrue from the date they are initially delivered to the initial purchasers thereof named below (the “Underwriters”), and will be payable on August 15, 2016, and semiannually thereafter on each succeeding February 15 and August 15 of each year until stated maturity or prior redemption. The CIBs will be issued in principal denominations of $5,000 or any integral multiple thereof within a maturity. Interest on the CABs will accrete from the date they are initially delivered to the Underwriters, will compound semiannually on February 15 and August 15 of each year (each an “Accretion Date”), commencing August 15, 2016, and will be payable only at stated maturity. The CABs will be issued as fully registered obligations in “Maturity Amount” denominations of $5,000 or any integral multiple thereof within a stated maturity. The “Maturity Amount” for the CABs represents the total amount of principal, plus the initial premium, if any, paid therefor, and the is Preliminary Official Statement consti accreted/compounded interest thereon at stated maturity. Interest accruing on the CIBs and the accreted/compounded interest on the CABs will be calculated on the basis of a 360-day year of twelve 30-day months (see “THE BONDS – General Description”). be unlawful prior to registration or quali The District intends to use the Book-Entry-Only System of The Depository Trust Company (“DTC”), but use of such system could be discontinued. The principal of and interest on the CIBs at maturity or on a prior redemption date and the Maturity Amount of the CABs will be payable to Cede & Co., as nominee for DTC, by The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, as the initial Paying Agent/Registrar (the “Paying Agent/Registrar”) for the Bonds. No physical delivery of the Bonds will be made to the beneficial owners d herein are subject to completion or amendment without notice. amendment or subject to completion are d herein thereof. Such Book-Entry-Only System will affect the method and timing of payment and the method of transfer of the Bonds (see “BOOK- ENTRY-ONLY SYSTEM”). Proceeds from the sale of the Bonds will be used (i) to refund a portion of the District’s outstanding bonds (the “Refunded Bonds”) (see “Schedule I – SCHEDULE OF BONDS TO BE REFUNDED”) and (ii) to pay costs of issuance related to the Bonds (see “THE BONDS – Purpose”). The refunding is being undertaken to lower the District’s debt service payments and will result in a present value savings to the District. final form. Under no circumstances shall th h such offer, solicitation or sale would CUSIP PREFIX: 249002 / MATURITY SCHEDULE & 9 DIGIT CUSIP – See Schedule on Page 2 The Bonds are offered when, as and if issued, and accepted by the Underwriters, subject to the approving opinion of the Attorney General of the State of Texas and the opinion of McCall, Parkhurst & Horton L.L.P., Dallas, Texas, Bond Counsel. Certain legal matters will be passed upon for the Underwriters by their counsel, Norton Rose Fulbright US LLP, Dallas, Texas. The Bonds are expected to be available for initial delivery through the services of DTC on or about May 19, 2016. J.P. Morgan HilltopSecurities Raymond James RBC Capital Markets time the Official Statement is delivered in these securities in any jurisdiction whic This Preliminary Official Statement and the information containe and the information Statement Official This Preliminary ___________ * Preliminary, subject to change. CUSIP Prefix(A): 249002 MATURITY SCHEDULE* $116,915,000* Current Interest Bonds Maturity Date Principal Interest Initial CUSIP (8/15) Amount* Rate Yield Suffix(A) 2016 $ 345,000 % % **** **** 2025 3,750,000 2026 12,035,000 2027 12,600,000 2028 11,710,000 2029 10,400,000 2030 14,255,000 2031 15,355,000 **** **** 2034 6,030,000 2035 6,385,000 2036 7,625,000 2037 8,010,000 2038 8,415,000 (Interest to Accrue from Date of Initial Delivery) $1,869,195.95* Premium Capital Appreciation Bonds Maturity Original Initial Initial Offering Date Principal Yield To Maturity Price Per $5,000 In CUSIP (8/15) Amount* Maturity Amount* Maturity Amount Suffix(A) 2020 $ 601,837.80 % $ 4,740,000 $ 2021 65,545.20 840,000 2022 559,097.00 11,660,000 2023 343,503.60 11,660,000 2024 211,253.15 11,665,000 2025 87,959.20 7,910,000 (Interest to Accrete from Date of Initial Delivery) REDEMPTION*… The CIBs maturing on and after August 15, 2026, are subject to redemption prior to stated maturity, at the option of the District, in whole or in part, in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2026, or any date thereafter, at a redemption price equal to the principal amount thereof plus accrued interest to the date fixed for redemption (see “THE BONDS – Redemption Provisions”). If two or more serial maturities of the CIBs are grouped into a single maturity (the “Term CIBs”) by the Underwriters, such Term CIBs will be subject to mandatory sinking fund redemption in accordance with applicable provisions of the Order. The CABs are not subject to redemption prior to stated maturity (see “THE BONDS – Redemption Provisions”). ___________ * Preliminary, subject to change. (A) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by S&P Capital IQ on behalf of the American Bankers Association. CUSIP numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for the convenience of the 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 Underwriters shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. 2 USE OF INFORMATION IN OFFICIAL STATEMENT For purposes of compliance with Rule 15c2-12 (the “Rule”) of the United States Securities and Exchange Commission, as amended, this document constitutes an “official statement” of the District with respect to the Bonds that has been deemed “final” by the District as of its date except for the omission of no more than the information permitted by the Rule. No dealer, broker, salesman or other person has been authorized 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 representations must not be relied upon as having been authorized by the District, the Financial Advisor or the Underwriters. Certain information set forth herein has been obtained from the District and other sources which are believed to be reliable but it is not guaranteed as to accuracy or completeness, and it is not to be construed as a representation by the Financial Advisor or the Underwriters. This Official Statement is not to be used in connection with an offer to sell or the solicitation of an offer to buy in any jurisdiction 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.

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