GROSSE POINTE PUBLIC SCHOOL SYSTEM County of Wayne, State of Michigan 2017 REFUNDING BONDS (Unlimited Tax General Obligation)
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PRELIMINARY OFFICIAL STATEMENT DATED JANUARY 10, 2017 NEW ISSUE – Book-Entry-Only RATING†(1): Moody’s Investors Service: ____ In the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Bond Counsel, under existing law, assuming compliance with certain covenants by the School District, the interest on the Bonds is excludable from gross income for federal income tax purposes and the Bonds and interest thereon is exempt from all taxation by the State of Michigan or by any taxing authority within the State of Michigan except inheritance and estate taxes and taxes on gains realized from the sale, payment or other disposition thereof. See “TAX MATTERS” and “APPENDIX D: DRAFT LEGAL OPINION OF BOND COUNSEL” herein for a description of certain provisions of the Internal Revenue Code of 1986, as amended, which may affect the tax treatment of interest on the Bonds for certain Bondholders. $31,815,000* GROSSE POINTE PUBLIC SCHOOL SYSTEM County of Wayne, State of Michigan 2017 REFUNDING BONDS (Unlimited Tax General Obligation) Dated: Date of Delivery Due: May 1, as shown below The 2017 Refunding Bonds (Unlimited Tax General Obligation) (the “Bonds”) were authorized by the Board of Education of the Grosse Pointe Public School System, County of Wayne, State of Michigan (the “School District”) by resolution adopted on November 14, 2016 (the “Resolution”). The Bonds are being issued for the purpose of currently refunding a portion of a prior bond issue of the School District. The Bonds will pledge the full faith and credit of the School District for payment of the principal and interest thereon and will be payable from ad valorem taxes, which may be levied on all taxable property in the School District without limitation as to rate or amount. The Bonds are expected to be issuable only as fully registered bonds without coupons and, when issued, will be registered in the name of Cede & Co., as Bondholder and nominee for The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for the Bonds. Purchases of beneficial interests in the Bonds will be made in book-entry-only form in the cumstances shall this Preliminary Official Statement constitute an offer toan constitute Official Statement orthe Preliminary sell shall this cumstances denomination of $5,000 or any integral multiple thereof. Purchasers of beneficial interests in the Bonds (the “Beneficial Owners”) will not receive certificates representing their beneficial interest in Bonds purchased. So long as Cede & Co. is the Bondholder, as nominee of DTC, references herein to the Bondholders or registered owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners of the Bonds. See “THE BONDS – Book-Entry-Only System” herein. Principal of and interest on the Bonds will be paid by the corporate trust office of U.S. Bank National Association, Detroit, Michigan (the “Transfer Agent”). So long as DTC or its nominee, Cede & Co., is the Bondholder, such payments will be made directly to such Bondholder. Disbursement of such payments to DTC's Direct Participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of DTC's Direct Participants and Indirect Participants, as more fully described herein. Interest will be payable semiannually on May 1 and November 1, commencing November 1, 2017, to the Bondholders of record as of the applicable record dates herein described. (Base CUSIP§: 399100) Interest Interest Maturity* Amount* Rate Price CUSIP§ Maturity* Amount* Rate Price CUSIP§ 2018 $3,100,000 2023 $3,110,000 2019 3,225,000 2024 3,240,000 2020 2,760,000 2025 3,370,000 2021 2,870,000 2026 3,505,000 2022 2,990,000 2027 3,645,000 THE BONDS ARE NOT SUBJECT TO OPTIONAL REDEMPTION PRIOR TO MATURITY. See “THE BONDS – No Optional Redemption” herein. This cover page contains information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement, including the Appendices, to obtain information essential to making an informed investment decision. The Bonds are offered when, as and if issued by the School District and accepted by the Underwriters subject to the approving legal opinion of Miller, Canfield, Paddock and Stone, P.L.C., Detroit, Michigan, Bond Counsel. Certain matters will be passed on for the Underwriters by their counsel, Varnum LLP, Grand Rapids, Michigan. It is expected that the Bonds in definitive form will be available for delivery through DTC on or about February ___, 2017. Stifel, Nicolaus & Company, Incorporated The date of this Official Statement is January ___, 2017. ___________________________ † For an explanation of the rating, see “RATING” herein. (1) As of the date of delivery § Registered Trademark 2017, American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, a division of the McGraw- Hill Companies, Inc. CUSIP numbers have been assigned by an independent company not affiliated with the School District and are included solely for the convenience of the readers of this Official Statement and holders of the Bonds. Neither the School District nor the Underwriters are responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Bonds or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the Bonds. *Preliminary, subject to change solicitation of an offer to buy, nor shall there be any sale of the Bonds, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any be unlawful prior to registration under the securities or sale would or qualification offer, solicitation in any jurisdiction which such of the Bonds, offer to buy, nor shall there be any sale solicitation of an Official Statement has been deemed purposes of SEC Rule 15c12(b)(1) except for thethis Preliminary “final” by the Schoolcertain information permitted by District for As of this date, omission of such jurisdiction. SEC Rule 15c2-12(b)(1). This Preliminary Official Statement and the information This Preliminary contained herein are subject to completion and amendment. Under no cir No dealer, broker, salesperson or other person has been authorized to give any information or to make any representation other than as contained in this Official Statement in connection with the offer made hereby and, if given or made, such other information or representation must not be relied upon as having been authorized by the School District or the Underwriters. This Official Statement and the information contained herein are subject to completion and amendment. These securities may not be sold nor may an offer to buy these securities be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Information herein has been obtained from the School District, The Depository Trust Company, and other sources believed to be reliable. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information (except for information under the section captioned “UNDERWRITING” which was obtained from the Underwriters). Upon issuance, the Bonds will not be registered under the Securities Act of 1933, as amended, or any state securities law and will not be listed on any stock or other securities exchange. Neither the Securities and Exchange Commission nor any other federal, state, municipal or other governmental entity or agency will have passed upon the adequacy of this Official Statement, or, except for the School District and the Department of Treasury of the State of Michigan, approved the Bonds for sale. IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE INFORMATION PRESENTED IN THIS OFFICIAL STATEMENT CONCERNING THE SCHOOL DISTRICT AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. GROSSE POINTE PUBLIC SCHOOL SYSTEM 389 St. Clair Street Grosse Pointe, MI 48230-1501 Phone: 313.432.3000 Fax: 313.432.3086 BOARD OF EDUCATION(1) Judy Gafa, President Cindy Pangborn, Secretary Brian Clark Summerfield, Treasurer Kathleen Abke, Trustee Ahmed Ismail, Trustee Christopher Profeta, Trustee Margaret Weertz, Trustee ADMINISTRATIVE STAFF Dr. Gary C. Niehaus, Superintendent of Schools Lisa Abbey, Deputy Superintendent of Business BOND COUNSEL Miller, Canfield, Paddock and Stone, P.L.C. Detroit, Michigan FINANCIAL ADVISOR PFM Financial Advisors LLC Ann Arbor, Michigan VERIFICATION AGENT Robert Thomas CPA, LLC Shawnee Mission, Kansas TRANSFER AGENT/ESCROW AGENT U.S. Bank National Association Detroit, Michigan (1) The Board of Education is expected to elect new officers at the January 23, 2017 Board meeting.