28000000 Rio Elementary School District
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NEW ISSUE NOT RATED In the opinion of Kronick, Moskovitz, Tiedemann & Girard, a Professional Corporation, Sacramento, California, Bond Counsel, based upon an analysis of existing statutes, regulations and court decisions, and assuming, among other things, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2013 Bonds is excludable from gross income for federal income tax purposes and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the Series 2013 Bonds is not an item of tax preference for purpose of the alternative minimum tax imposed on individuals and corporations; however, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. Bond Counsel expresses no opinion regarding any other tax consequences relating to the ownership or disposition of, or the accrual or receipt of interest on, the Series 2013 Bonds. See “LEGAL MATTERS - Tax Exemption.” $28,000,000 RIO ELEMENTARY SCHOOL DISTRICT COMMUNITY FACILITIES DISTRICT NO. 1 SPECIAL TAX BONDS, SERIES 2013 Dated: Date of Delivery Due: September 1, as shown below Authority for Issuance. The bonds captioned above (the “Series 2013 Bonds”) are being issued under the Mello-Roos Community Facilities Act of 1982 (the “Act”) and a Fiscal Agent Agreement dated as of November 1, 2005, as supplemented by a First Supplemental Fiscal Agent Agreement dated as of November 1, 2013 (collectively, the “Fiscal Agent Agreement”), between the Rio Elementary School District (the “School District”), on behalf of the Rio Elementary School District Community Facilities District No. 1 (the “Community Facilities District”) and Zions First National Bank, as fiscal agent (the “Fiscal Agent”). See “THE SERIES 2013 BONDS – Authority for Issuance.” Additional Bonds. The School District has authorized the issuance of bonds for the Community Facilities District in an aggregate principal amount not to exceed $75,000,000. The Series 2013 Bonds are the second series of bonds to be issued under this authorization, and are issued on a parity with the bonds of the School District captioned “$30,725,000 Rio Elementary School District Community Facilities District No. 1 Special Tax Bonds, Series 2005.” See “SECURITY FOR THE BONDS –Issuance of Additional Bonds.” Security and Sources of Payment. The Series 2013 Bonds are payable from proceeds of Special Taxes (as defined herein) levied on property within the Community Facilities District according to the rate and method of apportionment of special tax approved by the qualified electors of the Community Facilities District and by the Board of the School District. The Series 2013 Bonds are secured by a pledge of the proceeds of the Special Taxes, together with certain funds and accounts established under the Fiscal Agent Agreement. See “SECURITY FOR THE BONDS.” Use of Proceeds. The Series 2013 Bonds are being issued to (i) finance the acquisition and construction of certain public school facilities and improvements owned or to be owned and operated by the School District, (ii) fund a reserve fund for the Series 2013 Bonds, and (iii) pay the costs of issuing the Series 2013 Bonds. See “ESTIMATED SOURCES AND USES OF FUNDS” and “FACILITIES TO BE FINANCED WITH PROCEEDS OF THE SERIES 2013 BONDS.” Series 2013 Bond Terms. Interest on the Series 2013 Bonds is payable on March 1, 2014, and semiannually thereafter on each September 1 and March 1. The Series 2013 Bonds will be issued in denominations of $5,000 or integral multiples of $5,000. The Series 2013 Bonds, when delivered, will be initially 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 for the Series 2013 Bonds. See “THE SERIES 2013 BONDS – General Provisions” and “APPENDIX G – DTC and the Book-Entry Only System.” Redemption. The Series 2013 Bonds are subject to optional redemption, mandatory redemption from Special Tax prepayments, and mandatory sinking fund redemption before maturity. See “THE SERIES 2013 BONDS - Redemption.” THE SERIES 2013 BONDS, THE INTEREST THEREON, AND ANY PREMIUMS PAYABLE ON THE REDEMPTION OF ANY OF THE SERIES 2013 BONDS, ARE NOT AN INDEBTEDNESS OF THE SCHOOL DISTRICT, THE COMMUNITY FACILITIES DISTRICT, THE STATE OF CALIFORNIA (THE “STATE”) OR ANY OF ITS POLITICAL SUBDIVISIONS, AND NEITHER THE SCHOOL DISTRICT, THE COMMUNITY FACILITIES DISTRICT (EXCEPT TO THE LIMITED EXTENT DESCRIBED HEREIN), THE STATE NOR ANY OF ITS POLITICAL SUBDIVISIONS IS LIABLE ON THE SERIES 2013 BONDS. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE SCHOOL DISTRICT, THE COMMUNITY FACILITIES DISTRICT (EXCEPT TO THE LIMITED EXTENT DESCRIBED HEREIN) OR THE STATE OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE SERIES 2013 BONDS. OTHER THAN THE SPECIAL TAXES, NO TAXES ARE PLEDGED TO THE PAYMENT OF THE SERIES 2013 BONDS. THE SERIES 2013 BONDS ARE NOT A GENERAL OBLIGATION OF THE COMMUNITY FACILITIES DISTRICT, BUT ARE LIMITED OBLIGATIONS OF THE COMMUNITY FACILITIES DISTRICT PAYABLE SOLELY FROM THE SPECIAL TAXES AS MORE FULLY DESCRIBED IN THIS OFFICIAL STATEMENT. MATURITY SCHEDULE (see inside cover) This cover page contains certain information for quick reference only. It is not a summary of the issue. Potential investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. Investment in the Series 2013 Bonds involves risks which may not be appropriate for some investors. See “SERIES 2013 BOND OWNERS' RISKS” herein for a discussion of special risk factors that should be considered in evaluating the investment quality of the Series 2013 Bonds. The Series 2013 Bonds are offered when, as and if issued and accepted by the Underwriter, subject to approval as to their legality by Kronick, Moskovitz, Tiedemann & Girard, a Professional Corporation, Sacramento, California, Bond Counsel, and subject to certain other conditions. Jones Hall, A Professional Law Corporation, San Francisco, California, has served as disclosure counsel to the School District. McFarlin & Anderson LLP, Laguna Hills, California, has acted as counsel to the Underwriter. It is anticipated that the Series 2013 Bonds, in book-entry form, will be available for delivery through the facilities of DTC on or about November 7, 2013. The date of this Official Statement is: October 24, 2013. MATURITY SCHEDULE (Base CUSIP†: 767027) $7,355,000 Serial Bonds Maturity Principal Interest (September 1) Amount Rate Yield Price CUSIP† 2014 $155,000 2.000% 0.900% 100.892% AV7 2015 40,000 3.000 1.400 102.858 AW5 2016 70,000 3.000 1.900 103.001 AX3 2017 55,000 3.000 2.400 102.173 AY1 2018 90,000 4.000 2.900 104.908 AZ8 2019 125,000 4.000 3.300 103.673 BA2 2020 160,000 4.000 3.620 102.273 BB0 2021 200,000 4.000 3.920 100.529 BC8 2022 235,000 4.000 4.070 99.481 BD6 2023 280,000 4.250 4.300 99.597 BE4 2024 325,000 4.250 4.450 98.292 BF1 2025 375,000 4.500 4.600 99.090 BG9 2026 430,000 4.500 4.750 97.614 BH7 2027 485,000 4.750 4.850 98.994 BJ3 2028 545,000 4.750 4.950 97.910 BK0 2029 610,000 5.000 5.020 99.776 BL8 2030 680,000 5.000 5.100 98.872 BM6 2031 750,000 5.000 5.150 98.257 BN4 2032 830,000 5.000 5.200 97.610 BP9 2033 915,000 5.125 5.250 98.463 BQ7 $20,645,000 5.500% Term Bond due September 1, 2039, Yield: 5.470%, Price: 100.216% C CUSIP† No. 767027 BR5 † Copyright 2013, American Bankers Association. CUSIP data herein are provided by Standard & Poor's CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc., and are provided for convenience of reference only. None of the School District, the Community Facilities District or the Underwriter assumes any responsibility for the accuracy of CUSIP data. C = Priced to optional par redemption date of September 1, 2023. RIO ELEMENTARY SCHOOL DISTRICT BOARD OF TRUSTEES Ramon Rodriguez, President Matt Klinefelter, Clerk Henrietta Macias, Trustee Celia Robles, Trustee Eleanor Torres, Trustee DISTRICT ADMINISTRATION John D. Puglisi, Ph.D., Superintendent Paul Disario, Ed.D, Interim Assistant Superintendent, Business Services ___________________________________ PROFESSIONAL SERVICES BOND COUNSEL Kronick, Moskovitz, Tiedemann & Girard, a Professional Corporation Sacramento, California DISCLOSURE COUNSEL Jones Hall, A Professional Law Corporation San Francisco, California SPECIAL TAX CONSULTANT Dolinka Group, LLC Irvine, California APPRAISER Bruce Hull & Associates Ventura, California MARKET CONSULTANT Empire Economics, Inc. Capistrano Beach, California FISCAL AGENT Zions First National Bank Los Angeles, California GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT No Offering May Be Made Except by this Official Statement. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations with respect to the Series 2013 Bonds other than as contained in this Official Statement, and if given or made, such other information or representation must not be relied upon as having been authorized. No Unlawful Offers or Solicitations. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy in any state 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. Effective Date. This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice.