California Municipal Finance Authority
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PRELIMINARY OFFICIAL STATEMENT DATED AUGUST 10, 2017 NEW ISSUE Fitch: A- BOOK-ENTRY ONLY See “RATING” herein. In the opinion of Hawkins Delafield & Wood LLP, Bond Counsel to the Authority, under existing statutes and court decisions and assuming continuing compliance with certain tax covenants described herein, (i) interest on the Series 2017A Bonds is excluded from gross income for Federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) interest on the Series 2017A Bonds is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. In addition, in the opinion of Bond Counsel to the Authority, under existing statutes interest on the Series 2017A Bonds is exempt from State of California personal income taxes. See “TAX MATTERS” herein. $26,115,000* CALIFORNIA MUNICIPAL FINANCE AUTHORITY Revenue Bonds (Retirement Housing Foundation Obligated Group) Series 2017A Dated: Date of Delivery Due: November 15, as shown on the inside cover hereof The California Municipal Finance Authority (the “Authority”) is issuing its $26,115,000* Revenue Bonds (Retirement Housing Foundation Obligated Group), Series 2017A (the “Series 2017A Bonds”) pursuant to a Bond Trust Indenture dated as of September 1, 2017 (the “Bond Indenture”), between the Authority and The Bank of New York Mellon Trust Company, N.A., as bond trustee (the “Bond Trustee”). The proceeds of the Series 2017A Bonds will be loaned to Bixby Knolls Towers, Inc. (“Bixby Knolls”), Gold Country Health Center, Inc. (“Gold Country”) and Sun City RHF Housing, Inc. (“Sun City” and collectively with Bixby Knolls and Gold Country, the “California Borrowers”), each a California nonprofit public benefit corporation, pursuant to a Loan Agreement dated as of September 1, 2017 (the “Loan Agreement”), among the Authority and the California Borrowers. The California Borrowers will use the proceeds of the Series 2017A Bonds, together with certain other moneys, as described in “ESTIMATED SOURCES AND USES OF FUNDS” and “PLAN OF FINANCE” herein. Except as described in this Official Statement, the Series 2017A Bonds will be payable solely from and secured by (i) a pledge of payments to be made under the Loan Agreement; (ii) an obligation (the “Series 2017A California Obligation”) to be issued under the hereinafter-described California Master Indenture entered into by five corporations (the California“ Obligated Group,” as more fully described herein) affiliated with Retirement Housing Foundation, a California nonprofit public benefit corporationRHF (“ ”), that own and operate five retirement communities in California, and The Bank of New York Mellon Trust Company, N.A., as master trustee (the “Master Trustee”); (iii) deeds of trust on the retirement facilities of each member of the California Obligated Group securing the obligations issued under the California Master Indenture; (iv) a pledge of Gross Revenues of the members of the California Obligated Group; (v) guaranties by RHF and Foundation Property Management, Inc., a California nonprofit public benefit corporation FPM(“ ”) secured by a pledge of the Gross Revenues of RHF and FPM; and (vi) guaranties by each of the members of the National Obligated Group secured by a pledge of the Gross Revenues and second mortgages or deeds of trust from the members of the National Obligated Group. The sources of payment of, and security for, the Series 2017A Bonds are more fully described in this Official Statement. The Series 2017A Bonds will be delivered in fully registered form only and initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). DTC will act as securities depository for the Series 2017A Bonds, and individual purchases of the Series 2017A Bonds will be made in book-entry form only. Principal and interest due with respect to the Series 2017A Bonds will be payable by the Bond Trustee to Cede & Co., as registered Holder of the Series 2017A Bonds. So long as Cede & Co. is the registered Holder of the Series 2017A Bonds, references herein to the Holder or registered Holders of the Series 2017A Bonds shall mean Cede & Co. and shall not mean the Beneficial Owners of the Series 2017A Bonds. See “BOOK-ENTRY ONLY SYSTEM” in APPENDIX G hereto. The Series 2017A Bonds will be delivered in denominations of $5,000 and integral multiples thereof. Interest due with respect to the Series 2017A Bonds will be payable on November 15, 2017, and semiannually thereafter on each May 15 and November 15, at the rates per annum set forth on the inside cover page. SEE MATURITY SCHEDULE ON THE INSIDE FRONT COVER The Series 2017A Bonds are subject to optional, extraordinary optional and mandatory sinking fund redemption prior to maturity as described under “THE SERIES 2017A BONDS – Redemption of the Series 2017A Bonds” herein. NONE OF THE AUTHORITY, ANY AUTHORITY MEMBER OR ANY PERSON EXECUTING THE SERIES 2017A BONDS IS LIABLE PERSONALLY ON THE SERIES 2017A BONDS OR SUBJECT TO ANY PERSONAL LIABILITY OR ACCOUNTABILITY BY REASON OF THEIR ISSUANCE. THE SERIES 2017A BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM AND SECURED BY THE PLEDGE OF CERTAIN REVENUES UNDER THE BOND INDENTURE. NEITHER THE AUTHORITY, ITS MEMBERS, THE STATE OF CALIFORNIA, NOR ANY OF ITS POLITICAL SUBDIVISIONS SHALL BE DIRECTLY, INDIRECTLY, CONTINGENTLY OR MORALLY OBLIGATED TO USE ANY OTHER MONEYS OR ASSETS TO PAY ALL OR ANY PORTION OF THE DEBT SERVICE DUE ON THE SERIES 2017A BONDS, TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT. THE SERIES 2017A BONDS ARE NOT A PLEDGE OF THE FAITH AND CREDIT OF THE AUTHORITY, ITS MEMBERS, THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS, NOR DO THEY CONSTITUTE INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION. THE AUTHORITY HAS NO TAXING POWER. This cover page contains certain information for quick reference only. It is not intended to be a summary of the security for or terms of the Series 2017A Bonds. Investors are instructed to read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2017A Bonds are offered when, as and if received by B.C. Ziegler and Company (the “Underwriter”) when, as and if issued by the Authority and accepted by the Underwriter, subject to approval of the legality thereof by Hawkins Delafield & Wood LLP, Bond Counsel. Certain legal matters will be passed upon for the Authority by its counsel, Jones Hall, A Professional Law Corporation. Certain other legal matters will be passed upon for the RHF Obligated Group by its counsel, Chapman and Cutler LLP, and for the Underwriter by its counsel, Katten Muchin Rosenman LLP. In addition, the members of the National Obligated Group have engaged local counsel to provide opinions on certain matters relating to Missouri, Kentucky, Indiana and Florida law. It is expected that the Series 2017A Bonds in definitive form will be available for delivery through the facilities of DTC on or about September ___, 2017. The date of this Official Statement is August ___, 2017 This Preliminary Official Statement and the information contained herein are subject to completion and amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in buy be accepted prior to the time Official Statement is delivered to offers not be sold nor may These securities may This Preliminary contained herein are subject to completion and amendment. Official Statement and the information buy these securitiesany sale of these securitiesany jurisdiction nor shall there be in to in which such offer, Under no circumstances shall this Preliminary to sell or the solicitation of an offer Official Statement constitute an offer form. final such jurisdiction. prior of any or qualification under the securities to registration be unlawful laws solicitation or sale would * Preliminary, subject to change $26,115,000* CALIFORNIA MUNICIPAL FINANCE AUTHORITY Revenue Bonds (Retirement Housing Foundation Obligated Group) Series 2017A Maturity Principal (November 15) Amount* Interest Rate Yield Price CUSIP† $ % % $_______* ____% Term Bond due November 15, 20___; Price _____ to Yield ______% CUSIP†: _______ $_______* ____% Term Bond due November 15, 20___; Price _____ to Yield ______% CUSIP†: _______ * Preliminary, subject to change. † 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© 2017 CUSIP 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. CUSIP® numbers are provided for convenience of reference only. None of the Authority, the RHF Obligated Group, the Underwriter or their agents or counsel assume responsibility for the accuracy of such numbers. National Obligated Group Communities Bishop’s Glen Holly Hill, Florida Colonial Heights Florence, Kentucky Courtenay Springs Village Merritt Island, Florida National Obligated Group Communities Westminster