San Diego Unified School District
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PRELIMINARY OFFICIAL STATEMENT DATED JUNE 28, 2017 NEW ISSUE–BOOK-ENTRY ONLY Rating: S&P: “SP-1+” (See “RATING” herein.) In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the San Diego Unified School District, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series A Notes is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. The amount treated as interest on the Series A Notes and excluded from gross income may depend upon the taxpayer’s election under Internal Revenue Notice 94-84. In the further opinion of Bond Counsel, interest on the Series A Notes is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Series A Notes. See “TAX MATTERS” herein. $195,000,000* SAN DIEGO UNIFIED SCHOOL DISTRICT (San Diego County, California) 2017-18 Tax and Revenue Anticipation Notes, Series A Dated: Date of Delivery Due: June 30, 2018* The 2017-18 Tax and Revenue Anticipation Series A Notes (the “Series A Notes”) of the San Diego Unified School District (the “District”) will be issued in fully registered form, without coupons. The Series A Notes will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository of the Series A Notes. Individual purchases of Series A Notes will be made in book-entry form only in the minimum denomination of $5,000 or any integral multiple thereof. Purchasers of the Series A Notes will not receive certificates representing their ownership of the Series A Notes. Principal of and interest on the Series A Notes will be payable at maturity. The principal of and interest on each Series A Note will be payable when due on behalf of the District by the Treasurer-Tax Collector of the County of San Diego, as paying agent (the “Paying Agent”), to DTC, which in turn will remit such principal and interest to its DTC participants, which in turn will remit such principal and interest to the Indirect Participants or the Beneficial Owners of the Series A Notes, as described herein. See “THE SERIES A NOTES— Book-Entry Only System” herein. Principal Interest Priced to Amount Rate Yield CUSIP No.(†) $195,000,000* __.00% _____% 797355___ The Series A Notes are not subject to redemption prior to maturity. The purpose of the District’s note program is to finance, in part, the District’s General Fund cash flow requirements during the 2017-18 Fiscal Year. The Notes (as defined herein), in accordance with California law, are general obligations of the District but are payable only out of taxes, income, revenue, cash receipts and other moneys of the District received in or attributable to the 2017-18 Fiscal Year and legally available for payment thereof (the “Unrestricted Revenues”). Pursuant to the Resolution (as defined herein), a special fund will be established for the Series A Notes, known as the “San Diego Unified School District 2017-18 Tax and Revenue Anticipation Note Repayment Fund” (the “Repayment Fund”), which will be held by the Paying Agent in trust for the benefit of the registered owners of the applicable Series of Notes, in order to segregate specific moneys (the “Pledged Revenues”) for the repayment of the Notes. The Pledged Revenues will be held in the Repayment Fund until the applicable Series of Notes mature. Said Pledged Revenues will consist of: (i) an amount not less than 60 percent (60%) of the principal amount of all Notes from the first Unrestricted Revenues received by the District in the period from December 15, 2017 to January 14, 2018, inclusive (the “First Set-Aside Period”), and (ii) from the first Unrestricted Revenues received by the District in the period from April 1, 2018 to April 30, 2018, inclusive (the “Second Set-Aside Period”), an amount that together with the amount then on deposit in the Repayment Fund is sufficient to pay the principal of and interest on the Notes when due and to make up any deficiency in the Repayment Fund, as further described herein. To the extent that the Notes cannot be repaid from the Pledged Revenues, they must be repaid from any other legally available funds of the District. See “SECURITY FOR AND SOURCES OF PAYMENT OF THE NOTES” herein. To the extent more fully described herein, the Notes are eligible to secure deposits of public moneys in California. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT INTENDED TO BE A SUMMARY OF THE SECURITY OR TERMS OF THE ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. The Series A Notes are offered in book-entry form when, as and if issued, subject to the approval of their validity by Orrick, Herrington & Sutcliffe LLP, San Francisco, California, Bond Counsel to the District. Norton Rose Fulbright US LLP, Los Angeles, California, serves as Disclosure Counsel to the District. Certain other legal matters will be passed upon for the Underwriters by their counsel, Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California. The Series A Notes will be available for delivery through the facilities of DTC in New York, New York, on or about July 25, 2017. J.P. Morgan Morgan Stanley Dated: July __, 2017 * Preliminary; subject to change. † 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. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. Neither the District nor the Underwriters take any responsibility for the accuracy of the CUSIP numbers, This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, buy, to Under no circumstances shall this Preliminary to sell or the solicitation of an offer This Preliminary Official Statement constitute an offer contained herein are subject to completion or amendment. Official Statement and the information any such jurisdiction. priorlaws of qualification or filing under the securities to registration, be unlawful solicitation or sale would sale of these securities jurisdictionnor shall there be any in any in which such offer, which are being provided for reference only. No dealer, broker, salesperson or other person has been authorized by the District or the Underwriters to give any information or to make any representations other than those contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized by the District or the Underwriters. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Series A Notes by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the Series A Notes. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of facts. The information set forth herein has been obtained from official sources which are believed to be reliable but it is not guaranteed as to accuracy or completeness, and is not to be construed as a representation by the Underwriters. The information and expression of opinions herein are subject to change without notice, and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the District since the date hereof. This Official Statement is submitted in connection with the sale of the Series A Notes referred to herein and may not be reproduced or used, in whole or in part, for any other purpose, unless authorized in writing by the District. The Series A Notes have not been registered under the Securities Act of 1933, in reliance upon an exemption contained in such Act. The Series A Notes have not been registered under the securities laws of any state. The Underwriters have provided the following sentence for inclusion in this Official Statement. “The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information.” IN CONNECTION WITH THIS INITIAL OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.