$32,125,000. Installment Purchase Revenue Refunding Bonds (The School District of Greenville County, South Carolina, Project BEST II) Series 2015

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1 NEW ISSUE (Book Entry Only) RATINGS: Moody s Investors Service: Aa2 Standard & Poor s: AA In the opinion of Bond Counsel, assuming compliance by the School District and the Issuer with certain covenants, interest on the Series 2015 Bonds is excludable from gross income for federal income tax purposes under existing laws, regulations, rulings and judicial decisions. Interest on the Series 2015 Bonds is not an item of tax preference in computing the alternative minimum tax on individuals and corporations. Interest on the Series 2015 Bonds will, however, be included in the computation of certain taxes, including alternative minimum tax for corporations. The Series 2015 Bonds and the interest thereon will also be exempt from all State of South Carolina, county, municipal and school district and other taxes or assessments imposed within the State of South Carolina, except estate, transfer and certain franchise taxes. The opinion contains greater detail, and is subject to exceptions, as noted in LEGAL MATTERS - Opinion of Bond Counsel herein. $32,125,000 Building Equity Sooner For Tomorrow (BEST) Installment Purchase Revenue Refunding Bonds (The School District of Greenville County, South Carolina, Project BEST II) Series 2015 Dated: Date of Delivery Due: December 1, as shown below The Installment Purchase Revenue Refunding Bonds (The School District of Greenville County, South Carolina, Project BEST II) Series 2015 (the Series 2015 Bonds ) are being issued by Building Equity Sooner for Tomorrow (BEST) (the Issuer ) for the purpose of refunding all or a portion of the Issuer s Installment Purchase Revenue Bonds (The School District of Greenville County, South Carolina, Project BEST II) Series 2006 (collectively the Refunded Bonds ). The Refunded Bonds were issued by the Issuer for the purpose of financing the costs of acquiring, constructing, renovating, and installing educational facilities being sold by the Issuer to The School District of Greenville County, South Carolina (the School District ) pursuant to a School Facilities Purchase and Occupancy Agreement II, dated as of September 15, 2004, as supplemented and amended by a Supplemental School Facilities Purchase and Occupancy Agreement II, dated as of May 15, 2006, an Amendment to Base Lease Agreement II and School Facilities Purchase and Occupancy Agreement II dated March 31, 2010, and a Supplemental School Facilities Purchase and Occupancy Agreement II dated May 17, See PLAN OF REFUNDING herein. Interest on the Series 2015 Bonds is payable semiannually on June 1 and December 1 of each year, commencing on December 1, All Series 2015 Bonds bear interest from their date of delivery. See INTRODUCTION - Description of the Series 2015 Bonds herein. The Series 2015 Bonds are subject to optional and extraordinary optional redemption prior to maturity as described herein. See THE SERIES 2015 BONDS Redemption herein. The Series 2015 Bonds are special limited obligations of the Issuer payable solely from and secured by amounts pledged (the Trust Estate ) under a Trust Agreement II dated as of September 15, 2004, a Supplemental Trust Agreement II, dated as of May 15, 2006, a Supplemental Trust Agreement dated May 17, 2013, and a Supplemental Trust Agreement II dated the hereinafter defined Delivery Date (collectively, the Trust Agreement between the Issuer and TD Bank, N.A. (as successor to Carolina First Bank), as Trustee. The Trust Estate consists primarily of amounts to be paid to the Issuer under the Facilities Agreement, which will obligate the School District to make installment payments of purchase price to the Issuer in amounts calculated to be sufficient to enable the Issuer to pay, when due, the principal of, premium, if any, and interest on the Series 2015 Bonds. The financial obligations of the School District under the Facilities Agreement do not constitute general obligations of the School District to which its faith and credit or taxing power are pledged, but are subject to and dependent upon lawful appropriations of funds being made by the Board of Trustees of the School District to pay the installment payments of purchase price due in each fiscal year under the Facilities Agreement. The School District s obligations under the Facilities Agreement are from year to year only and do not constitute a mandatory payment obligation of the School District in any fiscal year in which funds are not appropriated by the School District to pay the installment payments of purchase price due in such fiscal year. The School District has no continuing obligation to appropriate funds to pay installment payments of purchase price due under the Facilities Agreement and may terminate its obligations under the Facilities Agreement on an annual basis without any penalty. The Series 2015 Bonds will be issued and secured on a parity with the Series 2013 Bonds (as defined herein) and any additional revenue bonds of the Issuer hereafter issued on a parity with the Series 2013 Bonds and the Series 2015 Bonds. See SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2015 BONDS herein. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision. The Series 2015 Bonds are offered when, as, and if issued by the Issuer and accepted by the Underwriters, subject to prior sale and to withdrawal or modification of the offer without notice, and are subject to the approving opinion of Pope Flynn, LLC, Columbia, South Carolina, Bond Counsel. Certain legal matters will be passed on for the Issuer by its counsel, Haynsworth Sinkler Boyd, P.A., Greenville, South Carolina, for the School District by its counsel, R. Douglas Webb, Esquire, Greenville, South Carolina, and for the Underwriters by their counsel, McNair Law Firm, P.A., Columbia, South Carolina. Compass Municipal Advisors, LLC serves as Financial Advisor to the Issuer and the School District. The Series 2015 Bonds in definitive form are expected to be delivered through the facilities of The Depository Trust Company in New York, New York, on or about April 16, Piper Jaffray & Co. Dated: April 8, 2015 BofA Merrill Lynch

2 $32,125,000 Building Equity Sooner For Tomorrow (BEST) Installment Purchase Revenue Refunding Bonds (The School District of Greenville County, South Carolina, Project BEST II) Series 2015 MATURITY SCHEDULE (December 1) Maturity Principal Amount Interest Rate Yield CUSIP No $1,355, % 0.35% HN ,000, HP , HQ ,100, HR ,125, HS , HT ,800, HU ,940, HV ,085, HW ,240, HX ,405, * HY ,575, * HZ ,750, JA ,865, JB9 * Priced to June 1, 2025 optional redemption date. 1 CUSIP numbers have been assigned by an independent company not affiliated with the School District, the Issuer or the Underwriters and are included solely for convenience of the owners of the Series 2015 Bonds. None of the School District, the Issuer or the Underwriters are responsible for selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Series 2015 Bonds or as indicated above. The CUSIP number for a specific maturity is subject to change after issuance of the Series 2015 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the Series 2015 Bonds.

3 PARTICIPANTS IN FINANCING Issuer BUILDING EQUITY SOONER FOR TOMORROW (BEST) 301 Camperdown Way Post Office Box 2848 Greenville, South Carolina Attention: Secretary School District THE SCHOOL DISTRICT OF GREENVILLE COUNTY, SOUTH CAROLINA 301 Camperdown Way Post Office Box 2848 Greenville, South Carolina Attention: Executive Director of Finance Trustee TD BANK, N.A. Cherry Hill, New Jersey Bond Counsel POPE FLYNN, LLC Columbia, South Carolina Financial Advisor COMPASS MUNICIPAL ADVISORS, LLC Columbia, South Carolina Underwriters Piper Jaffray & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Underwriters Counsel MCNAIR LAW FIRM, P.A. Columbia, South Carolina

4 TABLE OF CONTENTS INTRODUCTION... 1 The Issuer... 1 The School District... 1 The Trustee... 1 Purpose of the Series 2015 Bonds... 2 Security and Sources of Payment for the Series 2015 Bonds... 2 Description of the Series 2015 Bonds... 4 Tax Exemption... 4 Professionals Involved in the Offering... 5 Legal Authority... 5 Offering and Delivery of the Series 2015 Bonds... 5 Continuing Disclosure... 5 Other Information... 7 THE ISSUER... 8 Organization and Corporate Powers... 8 Governing Body... 8 THE SERIES 2015 BONDS... 9 Description... 9 Redemption... 9 Book-Entry Only System Discontinuance of Book-Entry-Only System Legal Authority Principal and Interest Requirements Other Installment Purchase Revenue Bonds PLAN OF REFUNDING Estimated Sources and Applications of Funds; Use of Proceeds Refunding Plan SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2015 BONDS Facilities Agreement BEST II New Facilities Source of Base Payments Trust Agreement Limited Obligations Parity Obligations Enforceability of Remedies THE SCHOOL DISTRICT General Description Board of Trustees and Principal Administrative Officials Educational Programs and Services The Education Accountability Act School Facilities Public School Enrollment in the School District School District Employees Page (i)

5 ECONOMIC CHARACTERISTICS Population Growth Per Capita Income Median Family Income Median Age and Education Levels Construction Retail Sales Capital Investment Major Employers Labor Force Unemployment Transportation Hospital Facilities Education FINANCIAL AND TAX INFORMATION Five Year Summary of General Fund Operations Financial Statements Budget Procedure and Accounting Policies General Fund Budget Summary and 2015 Fiscal Year Budget Summaries Fiscal Year 2015 Budget Revenues Investment Policies Property Taxation and Assessment Homestead and Property Tax Relief Exemptions Assessed Value Estimated True Value of Taxable Property Exempt Manufacturing Property Payments in Lieu of Taxes Limitation on Annual Tax Levy Tax Collection Procedure Tax Collections for Last Five Years Ten Largest Taxpayers Millage History Building Aid South Carolina Educational Assistance Endowment Fund Building Fund Flexibility Provisions Fringe Benefits, Retirement, Health Insurance and Other Post-Employment Benefits Liability Insurance DEBT STRUCTURE Legal Debt Limit of the School District Outstanding Indebtedness Composite Debt Service Qualified Zone Academy Bonds Legal Debt Limit of Counties, Incorporated Municipalities, and Special Purpose Districts Overlapping Debt Miscellaneous Debt Information LEGAL MATTERS Litigation Opinion of Bond Counsel Original Issue Discount and Premium Collateral Federal Tax Consequences Closing Certificates (ii)

6 MISCELLANEOUS Ratings Underwriting Financial Advisor Independent Auditors Verification of Arithmetical Computations Additional Information RESPONSIBILITY FOR OFFICIAL STATEMENT APPENDIX A: FISCAL YEAR 2014 FINANCIAL STATEMENTS OF THE SCHOOL DISTRICT... A-1 APPENDIX B: DEFINITIONS AND SUMMARIES OF PRINCIPAL DOCUMENTS... B-1 Definitions... B-1 The Facilities Agreement II... B-9 The Base Lease II... B-21 The Trust Agreement II... B-23 APPENDIX C: PROPOSED FORM OF LEGAL OPINION... C-1 APPENDIX D: FORM OF CONTINUING DISCLOSURE UNDERTAKING... D-1 (iii)

7 OFFICIAL STATEMENT of BUILDING EQUITY SOONER FOR TOMORROW (BEST) relating to its $32,125,000 INSTALLMENT PURCHASE REVENUE REFUNDING BONDS (THE SCHOOL DISTRICT OF GREENVILLE COUNTY, SOUTH CAROLINA, PROJECT BEST II) SERIES 2015 INTRODUCTION The purpose of this Official Statement, which includes the cover page and the Appendices hereto, is to furnish certain information in connection with the sale by Building Equity Sooner for Tomorrow (BEST) of $32,125,000 in aggregate principal amount of its Installment Purchase Revenue Refunding Bonds (The School District of Greenville County, South Carolina, Project BEST II) Series 2015 (the Series 2015 Bonds ). Definitions of certain terms used in this Official Statement and not otherwise defined herein are set forth in Appendix B to this Official Statement under the heading DEFINITIONS. This Introduction is not a summary of this Official Statement and is intended only for quick reference. It is only a brief description of and guide to, and is qualified in its entirety by reference to, more complete and detailed information contained in the entire Official Statement, including the cover page and the Appendices hereto, and the documents summarized or described herein. Potential investors should fully review the entire Official Statement. The offering of the Series 2015 Bonds to potential investors is made only by means of the entire Official Statement, including the Appendices hereto. No person is authorized to detach this Introduction from the Official Statement or to otherwise use it without the entire Official Statement, including the Appendices hereto. The Issuer Building Equity Sooner for Tomorrow (BEST) (the Issuer ), the issuer of the Series 2015 Bonds, is a nonprofit corporation organized and existing under the laws of the State of South Carolina. For more complete information, see THE ISSUER herein. The School District The School District of Greenville County, South Carolina (the School District ) is a body politic and corporate and a political subdivision of the State of South Carolina. The School District is located in the northwest Piedmont region of South Carolina, approximately 160 miles northeast of Atlanta, Georgia, and approximately 80 miles southwest of Charlotte, North Carolina. The School District is the largest school district in South Carolina and encompasses virtually all of Greenville County and small portions of Spartanburg and Laurens Counties. For more complete information, see THE SCHOOL DISTRICT herein. The Trustee TD Bank, N.A. (as successor to Carolina First Bank) (the Trustee ) will act as trustee, as bond registrar, and as paying agent for the Series 2015 Bonds under the Trust Agreement (as defined herein). 1

8 Purpose of the Series 2015 Bonds The Issuer is issuing the Series 2015 Bonds for the purpose of providing funds (i) to advance refund all of the outstanding principal amount of the Issuer s $61,615,000 original aggregate principal amount Installment Purchase Revenue Bonds (The School District of Greenville County, South Carolina, Project BEST II) Series 2006 (the Series 2006 Bonds ), maturing December 1, 2015 through December 1, 2028 (collectively the Refunded Bonds ), and (ii) to finance the costs of issuing the Series 2015 Bonds. The Series 2004 Bonds (as defined below) and the Series 2006 Bonds were issued by the Issuer for the purpose of financing a portion of the costs of acquiring, constructing, renovating, and installing the educational facilities (the BEST II New Facilities ) being sold by the Issuer to the School District pursuant to the hereinafter defined Facilities Agreement. The Series 2015 Bonds are the ninth series of installment purchase revenue bonds issued by the Issuer to finance or refinance an approximately $1.003 billion capital improvement program, of which the BEST II New Facilities are a part. Pursuant to the Trust Agreement, the Issuer previously issued the Series 2006 Bonds and its original principal amount $68,000,000 Installment Purchase Revenue Bonds (The School District of Greenville County, South Carolina, Project BEST II) Series 2004 (the Series 2004 Bonds ), which were refunded by the Issuer s original principal amount $60,000,000 Installment Purchase Revenue Refunding Bonds (The School District of Greenville County, South Carolina, Project BEST II) Series 2013 (the 2013 Bonds ). For more complete information, see PLAN OF REFUNDING herein. Security and Sources of Payment for the Series 2015 Bonds The Series 2015 Bonds are special limited obligations of the Issuer, payable solely from and secured by the Trust Estate (as defined herein) pledged under the Trust Agreement, as described below. The Issuer is leasing the land and existing improvements on which the BEST II New Facilities are located (such land, existing improvements, and BEST II New Facilities hereinafter collectively referred to as the Facilities ) from the School District for an annual rental payment of $1 and for the agreement of the Issuer to carry out the BEST II New Facilities, pursuant to a Base Lease Agreement II, dated as of September 15, 2004, as supplemented and amended by a Supplemental Base Lease Agreement II, dated as of May 15, 2006, an Amendment to Base Lease Agreement II and School Facilities Purchase and Occupancy Agreement II dated March 31, 2010 (the Joint Amendment 2010 ), a Supplemental Base Lease Agreement II, dated May 17, 2013, and a Supplemental Base Lease Agreement II, dated the hereinafter defined Delivery Date (collectively the Base Lease ), between the School District, as lessor, and the Issuer, as lessee. The School District is purchasing the BEST II New Facilities from the Issuer pursuant to a School Facilities Purchase and Occupancy Agreement II, dated as of September 15, 2004, as supplemented and amended by a Supplemental School Facilities Purchase and Occupancy Agreement II, dated as of May 15, 2006, the Joint Amendment 2010, a Supplemental School Facilities Purchase and Occupancy Agreement II dated May 17, 2013, and a Supplemental School Facilities Purchase and Occupancy Agreement II dated the Delivery Date (collectively the Facilities Agreement ), between the Issuer, as seller, and the School District, as purchaser, which will obligate the School District to make semiannual installment payments of purchase price, also referred to as Acquisition Payments, to the Issuer in amounts calculated to be sufficient to enable the Issuer to pay, when due, the principal of, premium, if any, and interest on the Series 2015 Bonds and the Series 2013 Bonds. The financial obligations of the School District under the Facilities Agreement do not constitute general obligations of the School District to which its faith and credit or taxing power are pledged, but are subject to and dependent upon lawful appropriations of funds being made by the Board of Trustees of the School District to pay the installment payments of purchase price due in each fiscal year under the Facilities Agreement. The School District s obligations under the Facilities Agreement are from 2

9 year to year only and do not constitute a mandatory payment obligation of the School District in any fiscal year in which funds are not appropriated by the School District to pay the installment payments of purchase price due in such fiscal year. The School District has no continuing obligation to appropriate funds to pay installment payments of purchase price due under the Facilities Agreement and may terminate its obligations under the Facilities Agreement on an annual basis without any penalty. To secure its obligations under the Series 2015 Bonds, the Issuer has entered and will enter into a Trust Agreement II, dated as of September 15, 2004, as supplemented and amended by a Supplemental Trust Agreement II, dated as of May 15, 2006, a Supplemental Trust Agreement II, dated May 17, 2013, and a Supplemental Trust Agreement II, dated the Delivery Date (collectively, the Trust Agreement ), with the Trustee, pursuant to which the Issuer has assigned to the Trustee and granted a security interest in (a) all of its right, title and interest in and to the Revenues (as defined in Appendix B hereto), including, without limitation, all Acquisition Payments and other amounts receivable by or on behalf of the Issuer under the Facilities Agreement (except for certain amounts and rights reserved to the Issuer), (b) all of its right, title and interest in and to the BEST II New Facilities, the Facilities Agreement, the Base Lease and the property rights evidenced thereby in the BEST II New Facilities Real Property (as defined in Appendix B hereto) (including all of its right, title and interest in and to (1) all of the rents, issues, profits, revenues, income, receipts, moneys, royalties, rights and benefits of and from the BEST II New Facilities Real Property, and from and in connection with the Issuer s ownership of the BEST II New Facilities, and (2) all leases of all or part of the BEST II New Facilities, any guarantees of lessees obligations thereof and any and all tenant contracts, rental or franchise agreements, management contracts, construction contracts, and other contracts, licenses and permits affecting the BEST II New Facilities, the BEST II New Facilities Real Property or any part thereof), (c) all of its rights with respect to any contracts for the construction or acquisition of the BEST II New Facilities, any insurance or condemnation proceeds with respect to the BEST II New Facilities or any portion thereof and the proceeds of any other collateral granted hereunder or assigned hereby as security for the Bonds, and (d) all money and investments in the funds created pursuant to the Trust Agreement (except the Rebate Fund (as defined in Appendix B hereto)) (collectively, the Trust Estate ). A separate subaccount within the Reserve Account of the Bond Fund (as such terms are defined in Appendix B hereto) will be created, but such reserve account will be unfunded and therefore, will not secure the Series 2015 Bonds. The Series 2013 Bonds are presently outstanding in the aggregate principal amount of $58,320,000 and were issued by the Issuer on May 17, 2013 for the purpose of refinancing a portion of the costs of the BEST II New Facilities. The 2013 Bonds are payable solely from and secured by installment payments of purchase price made by the School District to the Issuer pursuant to the Facilities Agreement. The Series 2015 Bonds will be equally and ratably secured on a parity basis with the Series 2013 Bonds and any additional revenue bonds of the Issuer hereafter issued on a parity basis with the Series 2013 Bonds and the Series 2015 Bonds, except as to the subaccounts held within the Reserve Account, which will only secure the series of Bonds for which they were created. The Series 2015 Bonds, the Series 2013 Bonds, and any additional revenue bonds of the Issuer hereafter issued are collectively referred to as the Bonds in this Official Statement. For more complete and detailed information, see SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2015 BONDS herein. 3

10 Description of the Series 2015 Bonds Redemption. The Series 2015 Bonds are subject to optional redemption and extraordinary optional redemption prior to maturity. The Series 2015 Bonds maturing on and after December 1, 2025 are subject to optional redemption, not earlier than June 1, 2025, at the prices and on the terms described in this Official Statement, in the event of optional prepayment of the installment payments of purchase price payable under the Facilities Agreement by the School District. The Series 2015 Bonds are subject to extraordinary optional redemption, in part on any Bond Payment Date, at the prices and on the terms described in this Official Statement, in the event the School District elects to prepay installment payments of purchase price pursuant to the provisions of the Facilities Agreement relating to damage to a portion of the Facilities, a material defect in construction of a portion of the Facilities, condemnation of a portion of the Facilities by an entity other than the School District, or a defect in title to a portion of the Facilities. For more complete information, see THE SERIES 2015 BONDS - Redemption herein. Denominations. The Series 2015 Bonds are issuable in the denominations of $5,000 or any integral multiple thereof. Book-Entry Bonds. Each of the Series 2015 Bonds will be issued as fully registered bonds in the denomination of one bond per aggregate principal amount of the stated maturity thereof, and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company ( DTC ), New York, New York, an automated depository for securities and clearing house for securities transactions, which will act as securities depository for the Series 2015 Bonds. Purchasers will not receive certificates representing their ownership interest in the Series 2015 Bonds purchased. Purchases of beneficial interests in the Series 2015 Bonds will be made in book-entry only form (without certificates), in authorized denominations, and, under certain circumstances as more fully described in this Official Statement, such beneficial interests are exchangeable for one or more fully registered bonds of like principal amount and maturity in authorized denominations. For more complete information, see THE SERIES 2015 BONDS - Book-Entry Only System herein. Payments. So long as DTC or its nominee, Cede & Co., is the registered owner of the Series 2015 Bonds, payments of the principal of, premium, if any, and interest on the Series 2015 Bonds will be made directly to Cede & Co., which will remit such payments to the DTC participants, which will in turn remit such payments to the beneficial owners of the Series 2015 Bonds. herein. For a more complete description of the Series 2015 Bonds, see THE SERIES 2015 BONDS Tax Exemption In the opinion of Bond Counsel, under existing law, assuming compliance with certain covenants, interest on the Series 2015 Bonds (i) will be excludable from gross income for federal income tax purposes, (ii) will not be an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations, and (iii) will be exempt from all State of South Carolina, county, municipal, school district, and all other taxes and assessments, direct or indirect, general or special, whether imposed for the purpose of general revenue or otherwise, except inheritance, estate, or transfer taxes, provided that the interest thereon may be includable for certain franchise fees or taxes. See Appendix C hereto for the form of the opinion Bond Counsel proposes to deliver in connection with the issuance of the Series 2015 Bonds. For a more complete discussion of such opinion and certain other tax consequences of owning the Series 2015 Bonds, including certain exceptions to the exclusion of the interest on the Series 2015 Bonds 4

11 from gross income, see LEGAL MATTERS - Opinion of Bond Counsel, - Original Issue Discount and Premium, and - Collateral Federal Tax Consequences herein. Professionals Involved in the Offering Certain legal matters pertaining to the Issuer and its authorization and issuance of the Series 2015 Bonds are subject to the approving opinion of Pope Flynn, LLC, Columbia, South Carolina, Bond Counsel. Copies of such opinion will be available at the time of delivery of the Series 2015 Bonds, and a copy of the proposed form of such opinion is attached hereto as Appendix C. Certain legal matters will be passed on for the Issuer by its counsel, Haynsworth Sinkler Boyd, P.A., Greenville, South Carolina, for the School District by its counsel, R. Douglas Webb, Esquire, Greenville, South Carolina, and for the Underwriters by their counsel, McNair Law Firm, P.A., Columbia, South Carolina. Compass Municipal Advisors, LLC, Columbia, South Carolina, serves as Financial Advisor to the Issuer and to the School District in connection with the issuance of the Series 2015 Bonds. The basic financial statements of the School District as of June 30, 2014, and for the year then ended, attached hereto as Appendix A, have been audited by Greene, Finney & Horton, LLP, Mauldin, South Carolina, independent certified public accountants, to the extent and for the period indicated in its report thereon, which appears in Appendix A hereto. See MISCELLANEOUS Financial Advisor and Independent Auditors herein. Legal Authority The Series 2015 Bonds are being issued and secured pursuant to the authority granted by the laws of the State of South Carolina and under the provisions of a Bond Resolution of the Issuer, adopted by the Board of Directors of the Issuer on February 11, For more complete information, see THE SERIES 2015 BONDS - Legal Authority herein. Offering and Delivery of the Series 2015 Bonds The Series 2015 Bonds are offered when, as, and if issued by the Issuer and accepted by the Underwriters named on the front cover of this Official Statement (the Underwriters ), subject to prior sale and to withdrawal or modification of the offer without notice. The Series 2015 Bonds in definitive form are expected to be delivered to The Depository Trust Company in New York, New York on or about April 16, 2015 (the Delivery Date ). Continuing Disclosure The School District will covenant in the Facilities Agreement and a Fifth Supplement to Amended and Restated Disclosure Dissemination Agent Agreement (as supplemented, the Disclosure Agreement ) to be entered into between the School District and Digital Assurance Certification, L.L.C. (the Dissemination Agent ) in substantially the form attached hereto as Appendix D, for the benefit of the beneficial owners of the Series 2015 Bonds, to provide certain financial information and operating data relating to the School District (the Annual Report ) by not later than seven months after the end of each fiscal year of the School District, commencing with the fiscal year ending June 30, 2015, and to provide notices of the occurrence of certain enumerated events. The Annual Report will be filed by the Dissemination Agent with the Electronic Municipal Market Access System ( EMMA ), the recordkeeping system for the Municipal Securities Rulemaking Board. The notices of events will be filed by the Dissemination Agent on behalf of the School District with EMMA. The specific nature of the information to be contained in the Annual Report or the notices of events is summarized in Appendix B hereto under the caption THE FACILITIES AGREEMENT - Continuing Disclosure. These covenants have been made in order to assist the Underwriters in complying with Securities and Exchange Commission Rule 15c2-12(b)(5). 5

12 For fiscal year ended June 30, 2010, the School District caused its Comprehensive Annual Financial Report to be filed on EMMA on December 17, 2010 (the 2010 CAFR ). An annual report was not filed for fiscal year ended June 30, However, the information required to be included in the School District s annual report for fiscal year ended June 30, 2010 was included in the School District s (a) 2010 CAFR and (b) Official Statement dated August 18, 2010, which was first incorporated by reference on EMMA on September 1, 2010 (the August 2010 OS ). For fiscal year ended June 30, 2011, the School District caused its Comprehensive Annual Financial Report to be filed on EMMA on December 2, 2011 (the 2011 CAFR ). An annual report was not filed for fiscal year ended June 30, However, the information required to be included in the School District s annual report for fiscal year ended June 30, 2011 was included in the School District s (a) 2011 CAFR and (b) Official Statement dated September 14, 2011, which was incorporated by reference on EMMA on September 20, 2011 (the 2011 OS ). For fiscal year ended June 30, 2012, the School District caused its Comprehensive Annual Financial Report and its operating data to be filed on EMMA on December 31, 2012 and January 30, 2013, respectively. The School District s budget for the fiscal year ended June 30, 2013 was also filed on EMMA on January 30, For fiscal year ended June 30, 2013, the School District caused its Comprehensive Annual Financial Report and its operating data to be filed on EMMA on January 7, 2014 and January 31, 2014, respectively. The School District s budget for the fiscal year ended June 30, 2014 was also filed on EMMA on January 7, For fiscal year ended June 30, 2014, the School District caused its Comprehensive Annual Financial Report and its operating data to each be filed on EMMA on January 16, In addition to the August 2010 and the 2011 OS, the School District has caused the following Official Statements to be incorporated by reference on EMMA: (a) Official Statement dated September 2, 2010 on September 17, 2010, (b) Official Statement dated September 13, 2012 on September 26, 2012, (c) Official Statement dated October 10, 2010 on October 19, 2012, (d) Official Statement dated September 10, 2013 on September 13, 2013, and (e) Official Statement dated September 10, 2014 on November 3, In the past five years there have been numerous rating actions reported by Moody s Investors Service, Standard & Poor s Rating Services and Fitch Ratings affecting the municipal bond insurance companies, some of which had insured bonds previously issued by or on behalf of the School District. Due to widespread knowledge of these rating actions, material event notices were not filed by the School District in each instance. The School District intends to promptly adopt a written procedure to insure full timely compliance with all requirements of its continuing disclosure undertakings. DAC is the School District s dissemination agent. The Issuer has determined that no financial or operating data concerning the Issuer is material to any decision to purchase, hold, or sell the Series 2015 Bonds, and the Issuer will not provide any such information. The School District has undertaken all responsibilities for any continuing disclosure to beneficial owners of the Series 2015 Bonds as described below, and the Issuer will have no liability to the beneficial owners of the Series 2015 Bonds or any other person with respect to such disclosures. 6

13 Other Information This Official Statement speaks only as of its date, and the information contained herein is subject to change. This Official Statement contains forecasts, projections, and estimates that are based on current expectations but are not intended as representations of fact or guarantees of results. If and when included in this Official Statement, the words expects, forecasts, projects, intends, anticipates, estimates, and analogous expressions are intended to identify forward-looking statements as defined in the Securities Act of 1933, as amended, and any such statements inherently are subject to a variety of risks and uncertainties, which could cause actual results to differ materially from those contemplated in such forward-looking statements. These forward-looking statements speak only as of the date of this Official Statement. The Issuer and the School District each disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions, or circumstances on which any such statement is based. This Official Statement and the Appendices hereto contain brief descriptions of, among other matters, the Issuer, the School District, the Series 2015 Bonds, the BEST II New Facilities, the Facilities, the Trust Agreement, the Facilities Agreement, the Base Lease, the Disclosure Agreement, and the security and sources of payment for the Series 2015 Bonds. Such descriptions and information do not purport to be comprehensive or definitive. The summaries of various constitutional provisions and statutes, such contracts, and other documents are intended as summaries only and are qualified in their entirety by reference to such laws and documents, and references herein to the Series 2015 Bonds are qualified in their entirety by reference to the form thereof included in the Trust Agreement. Copies of such contracts and other documents and information are available, upon request and upon payment to the Trustee of a charge for copying, mailing, and handling, from the Trustee at the address set forth on the inside front cover of this Official Statement. During the period of the offering of the Series 2015 Bonds, copies of such documents are available, upon request and upon payment to the Underwriters of a charge for copying, mailing, and handling, from the Underwriters at 301 South College Street, 4 th Floor, Charlotte, North Carolina The Series 2015 Bonds and their underlying obligations have not been registered under the Securities Act of 1933, as amended, and the Trust Agreement has not been qualified under the Trust Indenture Act of 1939, as amended, in reliance on exemptions contained in such Acts. 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 2015 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. No dealer, broker, salesman, or other person has been authorized by the Issuer, the School District, or the Underwriters 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 should not be relied upon as having been authorized by the Issuer, the School District, or the Underwriters. Except where otherwise indicated, all information contained in this Official Statement has been provided by the Issuer or the School District. 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 as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. The Issuer has not provided information regarding the School District, and does not certify as to the accuracy or sufficiency of the disclosure practices of or content of the information provided by the School District and is not responsible for the information provided by the School District. The information contained herein is subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances create an implication that there has been no change in the 7

14 affairs of the Issuer or the School District or the other matters described herein since the date hereof or the earlier dates set forth herein as of which certain information contained herein is given. In connection with this offering, the Underwriters may over-allot or effect transactions that stabilize or maintain the market prices of the Series 2015 Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. Upon execution and delivery, the Series 2015 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 (the SEC ) nor any other federal, state or other governmental entity or agency will have passed upon the accuracy or adequacy of this Official Statement or approved or disapproved Series 2015 Bonds for sale. Any representation to the contrary is a criminal offense. Organization and Corporate Powers THE ISSUER Building Equity Sooner for Tomorrow (BEST) was incorporated as a nonprofit corporation on March 7, 2001, pursuant to the provisions of the South Carolina Nonprofit Corporation Act of 1994, Chapter 31 of Title 33 of the South Carolina Code. The Articles of Incorporation of the Issuer provide that the Issuer has been incorporated for the specific charitable purpose of serving as a support organization to be supervised or controlled in connection with the School District. The Issuer has limited operating history and has and will have no assets other than its interest in the BEST II New Facilities and the Other Capital Projects (as defined herein). The Articles of Incorporation of the Issuer provide that the Bylaws and the Articles of Incorporation of the Issuer may not be amended without the approval of the Board of Trustees of the School District. The Articles of Incorporation and Bylaws of the Issuer also provide that, in the event of dissolution or liquidation of the Issuer, all of the residual assets of the Issuer shall be delivered to the School District. The Issuer is exempt from federal income taxation (1) under Section 115 of the Internal Revenue Code of 1986, as amended (the Tax Code ), and (2) as an organization described in Section 501(c)(3) of the Tax Code. Governing Body The affairs of the Issuer are conducted by a Board of Directors consisting of five members. The Bylaws of the Issuer require each Director of the Issuer to be a former member of the Board of Trustees of the School District, due to such individuals aggregate experience with the administration and operation of the School District, given the charitable mission of the Issuer. The members of the Board of Directors serve staggered terms of office of three years and are eligible to succeed themselves. Under the Bylaws of the Issuer, within three months prior to the expiration of a Director s term, the Directors whose terms are not expiring appoint a proposed Director to fill the vacancy created by the expiration of such term. The proposed Director is then presented to the Board of Trustees of the School District, which, upon the exercise of its reasonable judgment, may approve or reject the Director; in the event a proposed Director is rejected, the Directors whose terms are not expiring shall appoint alternative Directors, subject to the reasonable approval of the Board of Trustees of the School District, until a Director is approved and appointed. Under the Bylaws of the Issuer, the Board of Trustees of the School District has the authority, at any time and for any reason, to remove a Director from office. The Bylaws also grant the Board of Trustees of the School District the authority to remove an officer of the Issuer at any time, with or without cause. 8

15 The Bylaws of the Issuer require the Board of Directors, at their annual meeting, to adopt a plan of operations (the Operating Plan ) for the next fiscal year and to submit the Operating Plan to the Board of Trustees of the School District for their reasonable approval. Any changes to the Operating Plan must be approved by the Board of Trustees of the School District. The Bylaws further provide that (i) any action to approve amendments to the Base Lease or the Trust Agreement, and (ii) any issuance or incurrence of debt obligations of the Issuer must be either approved by the Board of Trustees of the School District, or be done concurrently with similar action by the Board of Trustees. Information concerning the current members of the Board of Directors of the Issuer is set forth below: Name and Office Held Expiration of Term Principal Occupation James W. Blakely, Jr., Chairman and President August 7, 2017 Project Manager Joseph F. Sullivan, Vice Chair August 7, 2017 Insurance Sales Duke McCall August 7, 2017 Attorney Andrew M. Jones, Jr. August 7, 2016 Attorney William Renninger August 7, 2017 Landscape Architect Description THE SERIES 2015 BONDS The Series 2015 Bonds will be dated their date of delivery, and will bear interest at the rates per annum set forth on the cover page of this Official Statement, computed on the basis of a 360-day year consisting of twelve 30-day months, payable on December 1, 2015, and semiannually thereafter on December 1 and June 1 of each year (each a Bond Payment Date ) and will mature on the dates and in the amounts set forth on the cover page of this Official Statement, unless earlier called for redemption. Each of the Series 2015 Bonds will bear interest from the later of the Delivery Date, or the date to which interest has been paid immediately preceding the authentication date thereof, unless the authentication date thereof is a Bond Payment Date, in which event each such Series 2015 Bond will bear interest from the earlier of such authentication date or the date to which interest has been paid or, in the event no interest has been paid, from the Delivery Date. The Series 2015 Bonds are issuable only as fully registered bonds, without coupons, in the denomination of $5,000 or any integral multiple thereof. Purchases of beneficial ownership interests in the Series 2015 Bonds will be made in book-entry form, and purchasers will not receive certificates representing interests in the Series 2015 Bonds so purchased. If the book-entry system is discontinued, Series 2015 Bonds will be delivered as described in the Trust Agreement, and Beneficial Owners will become the registered owners of the Series 2015 Bonds. See THE SERIES 2015 BONDS - Book-Entry Only System herein. Redemption Optional Redemption In the event the School District exercises its option pursuant to the Facilities Agreement to prepay Base Payments, or in the event the School District makes a voluntary prepayment under the Facilities Agreement, the Series 2015 Bonds maturing on and after December 1, 2025 will be redeemed in whole on 9

16 any date or in part on any Bond Payment Date, on or after June 1, 2025, by the Issuer at a redemption price of 100% of the principal amount thereof plus accrued interest to such redemption date. Extraordinary Optional Redemption In the event the School District elects to prepay Acquisition Payments using Net Proceeds of applicable insurance policies, performance bonds, or condemnation awards pursuant to the provisions of the Facilities Agreement relating to damage to a portion of the Facilities, a material defect in construction of a portion of the BEST II New Facilities, condemnation of a portion of the Facilities by an entity other than the School District, or a defect in title to a portion of the Facilities, the Series 2015 Bonds will be subject to redemption on the earliest reasonably practicable Bond Payment Date, as selected by the Trustee, at a price equal to 100% of the principal amount of the Series 2015 Bonds so redeemed, without premium, plus accrued interest to the date of redemption. Notice of Redemption The notice of the call for redemption of Series 2015 Bonds will be given by the Trustee by first class mail, postage prepaid, at least 30 days, but not more than 60 days, prior to the date fixed for redemption to the registered owner of each Series 2015 Bond subject to redemption at such owner s address shown on the registration books of the Issuer on the 15th day preceding that mailing. Partial Redemption If less than all of the Series 2015 Bonds are called for redemption, the Series 2015 Bonds to be redeemed will be selected in the manner that the Issuer shall determine as set forth in a certificate of the Issuer filed with the Trustee. If less than all Series 2015 Bonds of any one maturity are called for redemption, the Trustee shall select the Series 2015 Bonds to be redeemed by lot, each $5,000 portion of the principal being counted as one Series 2015 Bond for this purpose; provided, however, that so long as the only registered owner of the Series 2015 Bond is Cede & Co., such selection shall be made by The Depository Trust Company, as described herein under the heading THE SERIES 2015 BONDS - Book-Entry Only System. Book-Entry Only System Beneficial ownership interests in the Series 2015 Bonds will be available only in book-entry form. Beneficial Owners will not receive physical bond certificates representing their interests in the Series 2015 Bonds purchased. So long as DTC or its nominee is the registered owner of the Series 2015 Bonds, references in this Official Statement to the Owners of the Series 2015 Bonds shall mean DTC or its nominee and shall not mean the Beneficial Owners. The following description of DTC, of procedures and record keeping on beneficial ownership interests in the Series 2015 Bonds, payment of interest and other payments on the Series 2015 Bonds to DTC Participants or to Beneficial Owners, confirmation and transfer of beneficial ownership interests in the Series 2015 Bonds and of other transactions by and between DTC, DTC Participants and Beneficial Owners is based on information furnished by DTC. DTC will act as securities depository for the Series 2015 Bonds. The Series 2015 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2015 Bond in the aggregate principal amount of each maturity of the Series 2015 Bonds will be deposited with DTC. 10

17 DTC, the world s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for over 3.6 million issues of U.S. and non-u.s. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC s participants ( Direct Participants ) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( DTCC ). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (the Indirect Participants and, together with the Direct Participants, the DTC Participants ). DTC has Standard & Poor s rating: AA+. The DTC rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at Purchases of the Series 2015 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2015 Bonds on DTC s records. The ownership interest of each actual purchaser of each Series 2015 Bond ( Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of beneficial ownership interests in the Series 2015 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2015 Bonds, except in the event that use of the book-entry system for the Series 2015 Bonds is discontinued. To facilitate subsequent transfers, all of the Series 2015 Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of the Series 2015 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2015 Bonds. DTC s records reflect only the identity of the Direct Participants to whose accounts such Series 2015 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the Series 2015 Bonds within an issue are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. 11