PRELIMINARY OFFICIAL STATEMENT DATED, 2016

Transcription

1 PRELIMINARY OFFICIAL STATEMENT DATED, 2016 This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such NEW ISSUE - FULL BOOK-ENTRY RATINGS: Moody s: Fitch: See RATINGS herein. In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described in this Official Statement, under existing law, interest on the 2017 Refunding Bonds is excluded from gross income for federal income tax purposes, and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although for the purpose of computing the alternative minimum tax imposed on certain corporations, interest on the 2017 Refunding Bonds is taken into account in determining certain income and earnings. In the further opinion of Bond Counsel, interest on the 2017 Refunding Bonds is exempt from California personal income taxes. See TAX MATTERS. $88,000,000* SIMI VALLEY UNIFIED SCHOOL DISTRICT (Ventura County, California) 2017 General Obligation Refunding Bonds (Forward Delivery) Dated: Date of Delivery Due: August 1, as shown on inside front cover Authority and Purpose. The captioned bonds (the 2017 Refunding Bonds ) are being issued by the Simi Valley Unified School District (the District ) pursuant to certain provisions of the California Government Code and a resolution of the Board of Education of the District adopted on May 10, The Refunding Bonds are being issued to refund on a forward basis certain maturities of the District s 2007 General Obligation Refunding Bonds (the Prior Bonds ) which secure certain bonds issued by the Simi Valley School Financing Authority (the Authority ), resulting in a corresponding redemption of the 2007 Authority Bonds (as defined herein), and to pay costs of issuance. See THE 2017 REFUNDING BONDS Authority For Issuance and THE REFUNDING PLAN herein. Security. The 2017 Refunding Bonds are general obligations of the District, payable solely from ad valorem property taxes levied and collected by Ventura County (the County ). The County Board of Supervisors is empowered and is obligated to annually levy ad valorem taxes for the payment of interest on, and principal of, the 2017 Refunding Bonds upon all property subject to taxation by the District, without limitation of rate or amount (except certain personal property which is taxable at limited rates). The District has other outstanding general obligation bonds that are payable from ad valorem taxes on a parity with the 2017 Refunding Bonds. See SECURITY FOR THE 2017 REFUNDING BONDS. Book-Entry Only. The 2017 Refunding Bonds will be issued in book-entry form only, and will be initially issued and registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ). Purchasers will not receive physical certificates representing their interests in the 2017 Refunding Bonds. See THE 2017 Refunding Bonds and APPENDIX F - DTC AND THE BOOK-ENTRY ONLY SYSTEM. Payments. The 2017 Refunding Bonds are being issued as current interest bonds. Interest with respect to the 2017 Refunding Bonds accrues from the date of delivery and is payable semiannually on February 1 and August 1 of each year, commencing August 1, Payments of principal of and interest on the 2017 Refunding Bonds will be paid by U.S. Bank National Association, Los Angeles, California (the Paying Agent ), to DTC for subsequent disbursement to DTC Participants, which will remit such payments to beneficial owners of the 2017 Refunding Bonds. See THE 2017 REFUNDING BONDS - Description of the 2017 Refunding Bonds. Redemption. The 2017 Refunding Bonds are subject to mandatory sinking fund redemption prior to maturity. See THE 2017 Refunding Bonds Mandatory Sinking Fund Redemption. MATURITY SCHEDULE (See inside cover) Cover Page. This cover page contains certain information for general reference only. It is not a summary of all the provisions of the 2017 Refunding Bonds. Prospective investors must read the entire Official Statement to obtain information essential to making an informed investment decision. The 2017 Refunding Bonds will be offered when, as and if issued and accepted by the Underwriters, subject to the approval as to legality by Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel to the District, and subject to certain other conditions. Jones Hall is also serving as Disclosure Counsel to the District. Kutak Rock LLP, Denver, Coloardo, is serving as counsel to the Underwriters. It is anticipated that the 2017 Refunding Bonds, in book-entry form, will be available for delivery through the facilities of DTC in New York, New York, on or about May, 2017 pursuant to a forward delivery arrangement. See DESCRIPTION OF THE FORWARD DELIVERY BOND PURCHASE CONTRACT herein. The date of this Official Statement is June, MORGAN STANLEY * Preliminary, subject to change.

2 MATURITY SCHEDULE $88,000,000* SIMI VALLEY UNIFIED SCHOOL DISTRICT (Ventura County, California) 2017 General Obligation Refunding Bonds Maturity (August 1) Principal Amount Interest Rate Yield Price CUSIP *Preliminary, subject to change. CUSIP Copyright 2016, CUSIP Global Services, and a registered trademark of American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, which is managed on behalf of American Bankers Association by S&P Capital IQ. Neither the District nor the Underwriters take any responsibility for the accuracy of the CUSIP data.

3 SIMI VALLEY UNIFIED SCHOOL DISTRICT BOARD OF EDUCATION Scott Blough, Board President Bill Daniels, Clerk of the Board Rob Collins, Board Member Debbie Sandland, Board Member Dan White, Board Member DISTRICT ADMINISTRATION Jason Peplinski, Superintendent Ron Todo, Assistant Superintendent of Business & Facilities PROFESSIONAL SERVICES BOND AND DISCLOSURE COUNSEL Jones Hall, A Professional Law Corporation San Francisco, California UNDERWRITERS Stifel, Nicolaus & Company, Incorporated San Francisco, California Morgan Stanley & Co LLC Los Angeles, California UNDERWRITERS COUNSEL Kutak Rock LLP Denver, Colorado FINANCIAL ADVISOR Isom Advisors, a Division of Urban Futures, Inc. Walnut Creek, California BOND REGISTRAR, TRANSFER AGENT, PAYING AGENT AND ESCROW AGENT U.S. Bank National Association, Los Angeles, California ESCROW VERIFICATION Causey Demgen & Moore, P.C. Denver, Colorado

4 GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT Use of Official Statement. This Official Statement is submitted in connection with the sale of the 2017 Refunding Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not a contract between any bond owner and the District or the Underwriters. No Offering Except by This Official Statement. 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 in this Official Statement 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. No Unlawful Offers or Solicitations. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sale of the 2017 Refunding Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. Information in Official Statement. The information set forth in this Official Statement has been furnished by the District and other sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness. Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by the District in any press release and in any oral statement made with the approval of an authorized officer of the District or any other entity described or referenced herein, the words or phrases will likely result, are expected to, will continue, is anticipated, estimate, project, forecast, expect, intend and similar expressions identify forward looking statements within the meaning of the Private Securities Litigation Reform Act of Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the District or any other entity described or referenced herein since the date hereof. Involvement of Underwriters. The Underwriters have provided the following statement for inclusion in this Official Statement: The Underwriters have reviewed the information in this Official Statement pursuant to their responsibilities to investors under the federal securities laws, but the Underwriters do not guarantee the accuracy or completeness of such information. Stabilization of and Changes to Offering Prices. The Underwriters may overallot or take other steps that stabilize or maintain the market prices of the 2017 Refunding Bonds at levels above those that might otherwise prevail in the open market. If commenced, the Underwriters may discontinue such market stabilization at any time. The Underwriters may offer and sell the 2017 Refunding Bonds to certain securities dealers, dealer banks and banks acting as agent at prices lower than the public offering prices stated on the inside cover page of this Official Statement, and those public offering prices may be changed from time to time by the Underwriters. Document Summaries. All summaries of the Bond Resolution or other documents referred to in this Official Statement are made subject to the provisions of such documents and qualified in their entirety to reference to such documents, and do not purport to be complete statements of any or all of such provisions. No Securities Laws Registration. The 2017 Refunding Bonds have not been registered under the Securities Act of 1933, as amended, in reliance upon exceptions therein for the issuance and sale of municipal securities. The 2017 Refunding Bonds have not been registered or qualified under the securities laws of any state. 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. Neither the delivery of this Official Statement nor any sale of the 2017 Refunding Bonds will, under any circumstances, give rise to any implication that there has been no change in the affairs of the District, the County, the other parties described in this Official Statement, or the condition of the property within the District since the date of this Official Statement. Website. The District maintains a website. However, the information presented on the website is not a part of this Official Statement and should not be relied upon in making an investment decision with respect to the 2017 Refunding Bonds.

5 TABLE OF CONTENTS Page INTRODUCTION... 1 THE REFUNDING PLAN... 3 SOURCES AND USES OF FUNDS... 4 THE 2017 Refunding Bonds... 6 Authority for Issuance... 6 Description of the 2017 Refunding Bonds... 6 Optional Redemption... 7 Mandatory Sinking Fund Redemption... 7 Notice of Redemption... 7 Right to Rescind Notice of Redemption... Error! Bookmark not defined. Partial Redemption of Bonds... Error! Bookmark not defined. Registration, Transfer and Exchange of Bonds... 8 Defeasance... 8 DEBT SERVICE SCHEDULE SECURITY FOR THE 2017 REFUNDING BONDS Ad Valorem Taxes Debt Service Fund Not a County Obligation PROPERTY TAXATION Property Tax Collection Procedures Taxation of State-Assessed Utility Property Assessed Valuation Appeals of Assessed Value Tax Rates Tax Levies and Delinquencies Major Taxpayers Direct and Overlapping Debt TAX MATTERS Tax Exemption Other Tax Considerations CERTAIN LEGAL MATTERS Legality for Investment Absence of Litigation Compensation of Certain Professionals CONTINUING DISCLOSURE ESCROW VERIFICATION RATINGS UNDERWRITING ADDITIONAL INFORMATION APPENDIX A - SIMI VALLEY UNIFIED SCHOOL DISTRICT AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR A-1 APPENDIX B - GENERAL AND FINANCIAL INFORMATION FOR SIMI VALLEY UNIFIED SCHOOL DISTRICT... B-1 APPENDIX C - DEMOGRAPHIC INFORMATION FOR THE CITY OF SIMI VALLEY AND VENTURA COUNTY... C-1 APPENDIX D - PROPOSED FORM OF OPINION OF BOND COUNSEL... D-1 APPENDIX E - FORM OF CONTINUING DISCLOSURE CERTIFICATE... E-1 APPENDIX F - DTC AND THE BOOK-ENTRY ONLY SYSTEM... F-1 APPENDIX G - VENTURA COUNTY INVESTMENT POOL INVESTMENT POLICY AND REPORT... G-1 APPENDIX H - FORM OF DELAYED DELIVERY CONTRACT... H-1-1-

6 $88,000,000 * SIMI VALLEY UNIFIED SCHOOL DISTRICT (Ventura County, California) 2017 General Obligation Refunding Bonds (Forward Delivery) The purpose of this Official Statement, which includes the cover page, inside cover page and attached appendices, is to set forth certain information concerning the sale and delivery of the Refunding Bonds captioned above (the 2017 Refunding Bonds ) by the Simi Valley Unified School District (the District ). It is anticipated that the 2017 Refunding Bonds will be executed and delivered on or about May, 2017 (the Forward Closing Date ). See DESCRIPTION OF THE FORWARD DELIVERY PURCHASE CONTRACT herein. INTRODUCTION This Introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement and the documents summarized or described in this Official Statement. A full review should be made of the entire Official Statement. The offering of 2017 Refunding Bonds to potential investors is made only by means of the entire Official Statement. The District. The District was formed in 1936 and is composed of an area of approximately 90 square miles, located in the southeastern portion of Ventura County (the County ). The District operates 21 elementary schools, three middle schools, three high schools, one continuation school, one adult school, and one alternative/independent school. Total enrollment for the academic year is approximately 17,378 students. Purpose. The 2017 Refunding Bonds are being issued by the District to refund on a current basis a portion of the outstanding Simi Valley Unified School District (Ventura County, California) 2007 General Obligation Refunding Bonds in the aggregate principal amount of $ (the Prior Bonds ), which secure certain bonds issued by the Simi Valley School Financing Authority (the Authority ), resulting in a corresponding redemption of the Prior Bonds, and to pay costs of issuance. See THE REFUNDING PLAN herein. Authority for Issuance of the 2017 Refunding Bonds. The 2017 Refunding Bonds will be issued under the provisions of Articles 9 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the Bond Law ) and under a resolution adopted by the Board of Education of the District on May 10, 2016 (the Bond Resolution ). See THE 2017 REFUNDING BONDS - Authority for Issuance herein. Payment and Registration of the 2017 Refunding Bonds. The 2017 Refunding Bonds are being issued as current interest bonds. The 2017 Refunding Bonds will be dated their date of * Preliminary, subject to change. -1-

7 original issuance and delivery (the Dated Date ) and will be issued as fully registered bonds, in the denominations of $5,000 or any integral multiple of $5,000, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York ( DTC ), and will be available under the book-entry system maintained by DTC, only through brokers and dealers who are or act through DTC Participants as described below. Beneficial Owners will not be entitled to receive physical delivery of the 2017 Refunding Bonds. See THE 2017 REFUNDING BONDS and APPENDIX F - DTC AND THE BOOK-ENTRY ONLY SYSTEM. Interest on the 2017 Refunding Bonds accrues from the Dated Date and is payable semiannually on February 1 and August 1 of each year, commencing August 1, See THE 2017 Refunding Bonds - Description of the 2017 Refunding Bonds. Redemption. The 2017 Refunding Bonds are [not subject to optional redemption prior to maturity]. The 2017 Refunding Bonds are subject to Mandatory Sinking Fund Redemption as described herein. See THE 2017 REFUNDING BONDS Optional Redemption and Mandatory Sinking Fund Redemption. Security and Sources of Payment for the 2017 Refunding Bonds. The 2017 Refunding Bonds are general obligation bonds of the District payable solely from ad valorem property taxes levied and collected by the County. The County is empowered and is obligated to annually levy ad valorem taxes for the payment of interest on and principal of the 2017 Refunding Bonds upon all property subject to taxation by the District, without limitation of rate or amount (except with respect to certain personal property which is taxable at limited rates). See SECURITY FOR THE 2017 REFUNDING BONDS. The District has other series of general obligation bonds which are payable from ad valorem taxes levied on taxable property in the District. See PROPERTY TAXATION Direct and Overlapping Debt and DISTRICT FINANCIAL INFORMATION General Obligation Bonds in Appendix B. Other Information. This Official Statement speaks only as of its date, and the information contained in this Official Statement is subject to change. Copies of documents referred to in this Official Statement and information concerning the 2017 Refunding Bonds are available from the District from the Superintendent s Office at 875 East Cochran Street, Simi Valley, California 93065, Telephone: (805) The District may impose a charge for copying, mailing and handling. END OF INTRODUCTION -2-

8 THE REFUNDING PLAN As described herein, the proceeds of the Refunding Bonds will be used to refund on a forward basis the Refunded Bonds, and to pay related costs of issuance. Description of Prior Bonds On July 12, 2007, the District caused the issuance of the Prior Bonds for the purpose of refunding two issues of bonds issued pursuant to a special bond election held in the District on March 2, 2004, authorizing the issuance of general obligation bonds of the District in the maximum aggregate principal amount of $145,000,000. The Prior Bonds were purchased by the Authority with the proceeds of the Authority s $95,675,000 Simi Valley School Financing Authority 2007 General Obligation Revenue Bonds (Simi Valley Unified School District General Obligation Bond Refunding) (the Authority Bonds ), which were issued concurrently with the Prior Bonds, and which are secured by debt service paid on the Prior Bonds. The Prior Bonds are subject to redemption at the option of the District on or after August 1, A redemption of the Prior Bonds results in a redemption of the Authority Bonds, as summarized in the following table. Pursuant to the documents authorizing the issuance of the District s Prior Bonds, the redemption price of the Prior Bonds will be the principal amount to be redeemed, together with a premium which is sufficient to pay in full the redemption price of the Authority Bonds. The Refunded Bonds The 2017 Refunding Bonds are being issued by the District to refund on a forward basis certain maturities of the Prior Bonds (the Refunded Bonds ), thereby causing a corresponding redemption of certain maturities of the Authority Bonds. The following tables summarize the Authority Bonds to be redeemed and the Prior Bonds to be redeemed. SIMI VALLEY SCHOOL FINANCING AUTHORITY Identification of Refunded Authority Bonds* Maturities Payable from Escrow CUSIP Principal Amount Redemption Date Redemption Price 08/01/ AM7 $3,945,000 08/01/ % 08/01/ AN5 5,360,000 08/01/ /01/ AP0 6,010,000 08/01/ /01/ AQ8 6,710,000 08/01/ /01/ AR6 7,455,000 08/01/ /01/ AS4 8,260,000 08/01/ /01/ AT2 9,115,000 08/01/ /01/2027-T AW5 32,090,000 08/01/ *Preliminary, subject to change. T: Term Bond. CUSIP Copyright American Bankers Association. CUSIP data herein is provided by Standard & Poor s CUSIP Service Bureau, a division of McGraw Hill Companies, Inc. Neither the District nor the Underwriters are responsible for the accuracy of such data. -3-

9 SIMI VALLEY UNIFIED SCHOOL DISTRICT Identification of Prior Refunded Bonds* Maturities Payable from Escrow CUSIP Principal Amount (1) Redemption Date Redemption Price 08/01/ % 08/01/ /01/ /01/ /01/ /01/ /01/ /01/ /01/ /01/ /01/ /01/ /01/ *Preliminary, subject to change. T: Term Bond. CUSIP Copyright American Bankers Association. CUSIP data herein is provided by Standard & Poor s CUSIP Service Bureau, a division of McGraw Hill Companies, Inc. Neither the District nor the Underwriters are responsible for the accuracy of such data. Deposits in Escrow Fund On the Forward Closing Date, the District will deliver a portion of the net proceeds of the Refunding Bonds to U.S. Bank National Association, Los Angeles, California ( U.S. Bank ), in its capacity as escrow agent pursuant to an Escrow Agreement by and among the District, the Authority and the U.S. Bank. Such proceeds will be held in cash, uninvested, and applied to the payment and redemption of the Prior Bonds and the corresponding redemption of the Authority Bonds as summarized in the foregoing tables. Sufficiency of the deposits in the Escrow Fund for such purposes will be verified by Causey Demgen & Moore, P.C. (the Verification Agent ). See ESCROW VERIFICATION herein. The amounts held by the Escrow Agent in the Escrow Fund are pledged solely to the payment of the Prior Bonds. The funds deposited in the Escrow Fund will not be available for the payment of debt service with respect to the 2017 Refunding Bonds. SOURCES AND USES OF FUNDS The estimated sources and uses of funds with respect to the 2017 Refunding Bonds are -4-

10 as follows: Sources of Funds Principal Amount of 2017 Refunding Bonds Net Original Issue Premium Total Sources Uses of Funds Deposit to Escrow Fund Costs of Issuance (1) Total Uses (1) All estimated costs of issuance including, but not limited to, Underwriters discount, printing costs, and fees of Bond Counsel, Disclosure Counsel, Escrow Agent, Verification Agent, the Financial Advisor and the rating agency. -5-

11 THE 2017 REFUNDING BONDS Authority for Issuance The 2017 Refunding Bonds will be issued under the Bond Law and the Bond Resolution. Description of the 2017 Refunding Bonds Book-Entry Form. The 2017 Refunding Bonds will be issued in book-entry form only, and will be initially issued and registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York ( DTC ). Purchasers of the 2017 Refunding Bonds (the Beneficial Owners ) will not receive physical certificates representing their interest in the 2017 Refunding Bonds. Payments of principal of and interest on the 2017 Refunding Bonds will be paid by U.S. Bank National Association, Los Angeles, California (the Paying Agent ) to DTC for subsequent disbursement to DTC Participants which will remit such payments to the Beneficial Owners of the 2017 Refunding Bonds. As long as DTC s book-entry method is used for the 2017 Refunding Bonds, the Paying Agent will send any notice of redemption or other notices to owners only to DTC. Any failure of DTC to advise any DTC Participant, or of any DTC Participant to notify any Beneficial Owner, of any such notice and its content or effect will not affect the validity or sufficiency of the proceedings relating to the redemption of the 2017 Refunding Bonds called for redemption or of any other action premised on such notice. See APPENDIX F - DTC AND THE BOOK-ENTRY ONLY SYSTEM. The Paying Agent, the District, and the Underwriters of the 2017 Refunding Bonds have no responsibility or liability for any aspects of the records relating to or payments made on account of beneficial ownership, or for maintaining, supervising or reviewing any records relating to beneficial ownership, of interests in the 2017 Refunding Bonds. Principal and Interest Payments. The 2017 Refunding Bonds will be dated the Dated Date and will bear interest payable semiannually each February 1 and August 1 (each, an Interest Payment Date ), commencing August 1, 2017, at the interest rates shown on the inside front cover page of this Official Statement. The 2017 Refunding Bonds will mature on August 1 in each of the years and in the principal amounts shown on the inside front cover page of this Official Statement. Interest on the 2017 Refunding Bonds will be computed on the basis of a 360-day year of twelve 30-day months. Each 2017 Refunding Bond authenticated on or before January 15, 2017, shall bear interest from the date of the 2017 Refunding Bonds. Each 2017 Refunding Bond authenticated during the period between the 15th day of the month preceding any Interest Payment Date (the Record Date ) and that Interest Payment Date shall bear interest from that Interest Payment Date. Any other 2017 Refunding Bond shall bear interest from the Interest Payment Date immediately preceding the date of its authentication. If an Interest Payment Date does not fall on a business day, the interest, principal or redemption payment due on such Interest Payment Date will be paid on the next business day. The 2017 Refunding Bonds will be issued in denominations of $5,000 principal amount each or any integral multiple thereof. See the maturity schedules on the inside cover page of this Official Statement and DEBT SERVICE SCHEDULE herein. -6-

12 Optional Redemption [The 2017 Refunding Bonds are not subject to optional redemption prior to maturity.] Mandatory Sinking Fund Redemption The 2017 Refunding Bonds maturing on August 1, 20 (the Term Bonds ), are subject to mandatory sinking fund redemption on August 1 of each year in accordance with the schedule set forth below. The Term Bonds so called for mandatory sinking fund redemption shall be redeemed in the sinking fund payment amounts and on the dates set forth below, without premium. Term Bonds Maturing August 1, 20 Redemption Date (August 1) Mandatory Sinking Fund Payment If any such Term Bonds are redeemed pursuant to optional redemption, the total amount of all future sinking fund payments with respect to such Term Bonds shall be reduced by the aggregate principal amount of such Term Bonds so redeemed, to be allocated among such payments on a pro rata basis in integral multiples of $5,000 principal amount (or on such other basis as the District may determined) as set forth in written notice given by the District to the Paying Agent. Notice of Redemption The Paying Agent is required to give notice of any redemption to be mailed, by first class mail, postage prepaid, at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption, to the respective Owners of any 2017 Refunding Bonds designated for redemption, at their addresses appearing on the Registration Books; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice shall not affect the validity of the proceedings for the redemption of such 2017 Refunding Bonds. Such notice shall specify: (a) that the 2017 Refunding Bonds or a designated portion thereof are to be redeemed, (b) the numbers and CUSIP numbers of the 2017 Refunding Bonds to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and (e) descriptive information regarding the 2017 Refunding Bonds including the dated date, interest rate and stated maturity date. Such notice shall further state that on the specified date there shall become due and payable upon each 2017 Refunding Bond to be redeemed, the portion of the principal amount of such 2017 Refunding Bond to be redeemed, together with interest accrued to said date, the redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and be payable. -7-

13 Upon surrender of 2017 Refunding Bonds redeemed in part only, the District shall execute and the Paying Agent shall authenticate and deliver to the Owner, at the expense of the District, a new Bond or Bonds, of the same maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 2017 Refunding Bond or Bonds. From and after the date fixed for redemption, if notice of such redemption has been duly given and funds available for the payment of the principal of and interest (and premium, if any) on the 2017 Refunding Bonds so called for redemption shall have been duly provided, such 2017 Refunding Bonds so called shall cease to be entitled to any benefit under the Bond Resolution other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice. All 2017 Refunding Bonds redeemed pursuant to the Bond Resolution shall be canceled by the Paying Agent, and a certificate of cancellation shall be submitted by the Paying Agent to the District. Registration, Transfer and Exchange of Bonds If the book-entry system as described above and in Appendix F is no longer used with respect to the 2017 Refunding Bonds, the following provisions will govern the registration, transfer, and exchange of the 2017 Refunding Bonds. Registration Books. The Paying Agent will keep or cause to be kept sufficient books for the registration and transfer of the 2017 Refunding Bonds (the Registration Books ), which will at all times be open to inspection by the District upon reasonable notice; and, upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the 2017 Refunding Bonds. Transfer. Any 2017 Refunding Bond may, in accordance with its terms, be transferred upon the Registration Books by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such 2017 Refunding Bond for cancellation at the principal office of the Paying Agent, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed. Whenever any 2017 Refunding Bond or Bonds are surrendered for transfer, the District will execute and the Paying Agent will authenticate and deliver a new 2017 Refunding Bond or Bonds, for like aggregate principal amount. No transfers will be required to be made (a) 15 days prior to a date established for selection of 2017 Refunding Bonds for redemption and (b) with respect to a 2017 Refunding Bond that has been selected for redemption. Exchange Refunding Bonds may be exchanged at the principal office of the Paying Agent for a like aggregate principal amount of 2017 Refunding Bonds of authorized denominations and of the same maturity. The District may charge a reasonable sum for each new Bond issued upon any exchange. No exchanges will be required to be made (a) 15 days prior to a date established for selection of 2017 Refunding Bonds for redemption and (b) with respect to a 2017 Refunding Bond that has been selected for redemption. Defeasance The 2017 Refunding Bonds may be paid by the District, in whole or in part, in any one or more of the following ways: -8-

14 (a) (b) (c) by paying or causing to be paid the principal or redemption price of and interest on such 2017 Refunding Bonds, as and when the same become due and payable; by irrevocably depositing, in trust, at or before maturity, money or securities in the necessary amount (as provided in the Bond Resolution) to pay or redeem such 2017 Refunding Bonds; or by delivering such 2017 Refunding Bonds to the Paying Agent for cancellation by it. Whenever in the Bond Resolution it is provided or permitted that there be deposited with or held in trust by the Paying Agent money or securities in the necessary amount to pay or redeem any 2017 Refunding Bonds, the money or securities so to be deposited or held may be held by the Paying Agent or by any other fiduciary. Such money or securities may include money or securities held by the Paying Agent in the funds and accounts established under the Bond Resolution and will be: (i) lawful money of the United States of America in an amount equal to the principal amount of such 2017 Refunding Bonds and all unpaid interest thereon to maturity, except that, in the case of Bonds which are to be redeemed prior to maturity and in respect of which notice of such redemption is given as provided in the Bond Resolution or provision satisfactory to the Paying Agent is made for the giving of such notice, the amount to be deposited or held will by the principal amount or redemption price of such 2017 Refunding Bonds and all unpaid interest thereon to the redemption date; or (ii) Federal Securities (not callable by the issuer thereof prior to maturity) the principal of and interest on which when due, in the opinion of a certified public accountant delivered to the District, will provide money sufficient to pay the principal or redemption price of and all unpaid interest to maturity, or to the redemption date, as the case may be, on the 2017 Refunding Bonds to be paid or redeemed, as such principal or redemption price and interest become due, provided that, in the case of 2017 Refunding Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption has been given as provided in the Bond Resolution or provision satisfactory to the Paying Agent has been made for the giving of such notice. Upon the deposit, in trust, at or before maturity, of money or securities in the necessary amount (as described above) to pay or redeem any outstanding 2017 Refunding Bond (whether upon or prior to its maturity or the redemption date of such 2017 Refunding Bond), then all liability of the County and the District in respect of such 2017 Refunding Bond will cease and be completely discharged, except only that thereafter the owner thereof will be entitled only to payment of the principal of and interest on such 2017 Refunding Bond by the District, and the District will remain liable for such payment, but only out of such money or securities deposited with the Paying Agent for such payment. Federal Securities means (a) any direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), for which the full faith and credit of the United States of America are pledged; (b) obligations of any agency, department or instrumentality of the -9-

15 United States of America, the timely payment of principal and interest on which are directly or indirectly secured or guaranteed by the full faith and credit of the United States of America. DESCRIPTION OF THE FORWARD DELIVERY BOND PURCHASE CONTRACT Certain Delayed Delivery Considerations. The District has entered into a forward delivery bond purchase contract (the Forward Delivery Purchase Contract ) for the 2017 Refunding Bonds with Stifel, Nicolaus & Company, Incorporated and Morgan Stanley & Co. LLC (collectively, the Underwriters ). Subject to the terms of the Forward Delivery Purchase Contract, the District expects to issue and deliver the 2017 Refunding Bonds on the Forward Closing Date. The following is a description of certain provisions of the Forward Delivery Purchase Contract. The following description is not considered a full statement of the terms of the Forward Delivery Purchase contract and accordingly is qualified by reference thereto and is subject to the full text thereof. Settlement. Under the Forward Delivery Purchase Contract, the Underwriters are not required to purchase the 2017 Refunding Bonds if, among other conditions, (1) there has been a Change in Law (as defined below), (2) legislation is enacted, or a decision by a court of the United States is rendered, or any action is taken by, or on behalf of, the Securities and Exchange Commission which has the effect of requiring the 2017 Refunding Bonds to be registered under, or the sale thereof to be in violation of, the Securities Act of 1933, as amended or has the effect of requiring the Bond Resolution to be qualified under the Trust Indenture Act of 1939, as amended, or, in each case, any law analogous thereto relating to governmental bodies; (3) as a result of any legislation, regulation, ruling, order, release, court decision or judgment or action by the U.S. Department of Treasury, the Internal Revenue Service, or any agency of the State either enacted, issued, effective, adopted or proposed, or for any other reason, Bond Counsel cannot issue an opinion to the effect that (i) the interest on the Refunding Bonds is not subject to federal income tax under Section 103 of the Code (or comparable provisions of any successor federal tax laws) and (ii) the interest on the Refunding Bonds is exempt from the State of California income taxation; (4) the Official Statement as of the date of issuance of the 2017 Refunding Bonds contained an untrue statement or misstatement of material fact or omitted to state a material fact necessary in order to make the statements and information contained therein not misleading in any material respect, or the updated Official Statement to be provided by the District pursuant to the terms of the Forward Delivery Purchase Contract as of the Forward Delivery Date contains an untrue statement or misstatement of material fact or omits to state a material fact necessary in order to make the statements and information contained therein not misleading in any material respect; or (5) the declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on any national securities exchange. A Change in Law means (1) any change in or addition to applicable federal or state law, whether statutory or as interpreted by the courts or by federal or state agencies, including any changes in or new rules, regulations or other pronouncements or interpretations by federal or state agencies; (2) any legislation enacted by the Congress of the United States (if such enacted legislation has an effective date which is on or before the Settlement Date); (3) any law, rule or regulation enacted by any governmental body, department or agency (if such enacted law, rule or regulation has an effective date which is on or before the Settlement Date); or (4) any judgment, ruling or order issued by any court or administrative body, which in any such case would, (i) as to the Underwriters, prohibit the Underwriters from completing the underwriting of the Refunding Bonds or selling the Refunding Bonds, or beneficial ownership interests therein to the public, as -10-

16 provided in the Forward Delivery Purchase Contract, or (ii) as to the District, would make the completion of the issuance, sale or delivery of the Refunding Bonds illegal. The Underwriters have advised the District that the 2017 Refunding Bonds will be sold only to investors who execute the delayed delivery contract in substantially the form included as APPENDIX H attached hereto (the Delayed Delivery Contract ). The District is not a party to the Delayed Delivery Contract, and the District is not in any way responsible for the performance thereof or for any representations or warranties contained therein. The rights and obligations under the Forward Delivery Bond Purchase Contract are not conditioned or dependent upon the performance of any Delayed Delivery Contract. Additional Risks Relating to the Delayed Delivery Period. Issuance and delivery of the 2017 Refunding Bonds will be dependent on receipt by the District of the opinion of Bond Counsel with respect to the 2017 Refunding Bonds substantially in the form set forth in Appendix D and of certain other documents required by the Forward Delivery Purchase Contract, and payment of the purchase price by the Underwriters in accordance with the Forward Delivery Purchase Contract. Bond Counsel could be prevented from rending its opinion on the Forward Delivery Date with respect to the 2017 Refunding Bonds as a result of (i) changes or proposed changes, prior to the Forward Delivery Date, in federal or State laws, court decisions, regulations or proposed regulations, or rulings of administrative agencies or (ii) the failure of the District to provide closing documents, satisfactory to Bond Counsel, of the type customarily required in connection with the issuance of tax-exempt bonds, such as certificates to the effect that the proceedings of the District with respect to the issuance of the 2017 Refunding Bonds have not been amended or repealed, in a manner detrimental to holders of the 2017 Refunding Bonds, by executive, legislative or administrative action. During the period of time between the date hereof and the Settlement Date (the Delayed Delivery Period ), certain information contained in this Official Statement may change in a material respect. The District has agreed to amend this Official Statement to the extent necessary to assure its accuracy as of a date not later than fourteen days prior to the Settlement Date and to provide a reasonable number of copies of the amended Official Statement, if any, to the Underwriters at such time. With this exception, the District and the Underwriters have not agreed to, nor are they obligated to provide updates to the information contained in this Official Statement during the Delayed Delivery Period Ratings Risk. No assurances can be given that the ratings assigned to the 2017 Refunding Bonds on the Forward Closing Date will not be different from those currently assigned to the 2017 Refunding Bonds. Issuance of the 2017 Refunding Bonds and the Underwriters obligations under the Forward Delivery Purchase Contract are not conditioned upon the assignment of any particular ratings for the 2017 Refunding Bonds or the maintenance of the initial ratings of the 2017 Refunding Bonds. Secondary Market Risk During Delayed Delivery Period. The Underwriters are not obligated to make a secondary market in the 2017 Refunding Bonds, and no assurances can be given that a secondary market will exist for the 2017 Refunding Bonds during the Delayed Delivery Period. Purchasers of the 2017 Refunding Bonds should assume that the 2017 Refunding Bonds will be illiquid during the Delayed Delivery Period. Market Value Risk. The market value of the 2017 Refunding Bonds as of the Forward Closing Date may be affected by a variety of factors including, without limitation, general market -11-

17 conditions, the ratings then assigned to the 207 Refunding Bonds, the financial conditions and business operations of the District and federal income tax and other laws. The market value of the 2017 Refunding Bonds as of the Forward Closing Date could therefore be higher or lower than the price to be paid by the initial purchasers of the 2017 Refunding Bonds, and that difference could be substantial. None of the District or the Underwriters make any representation as to the expected market price of the 2017 Refunding Bonds as of the Forward Closing Date. Further, no assurance can be given that the introduction or enactment of any future legislation will not affect the market price for the 2017 Refunding Bonds as of the Forward Closing Date or thereafter or not have a materially adverse impact on any secondary market for the 2017 Refunding Bonds. Tax Law Risk. Subject to the additional conditions of settlement under Settlement above, the Forward Delivery Purchase Contract obligates the District to delivery and the Underwriters to acquire the 2017 Refunding Bonds if the District delivers opinions of Bond Counsel with respect to the 2017 Refunding Bonds substantially in the form and to the effect as set forth in Appendix D. During the Delayed Delivery Period, new legislation, new court decisions, new regulations or new rulings may be enacted, promulgated or interpreted that might prevent Bond Counsel from rendering its opinion or otherwise affect the substance of such opinion. Notwithstanding that the enactment of new legislation, new court decisions or the promulgation of new regulations or rulings might diminish the value of, or otherwise affect, the exclusion of interest on the 2017 Refunding Bonds for purpose so federal income taxation payable on state or local bonds the District might be able to satisfy the requirements for the delivery of the 2017 Refunding Bonds. In such event, the purchasers would be required to accept delivery of the 2017 Refunding Bonds. Prospective purchasers are encouraged to consult their tax advisors regarding the likelihood of any changes in tax law and the consequences of such changes to such purchasers. Termination of Forward Delivery Purchase Contract. The Underwriters are permitted to terminate the Forward Delivery Purchase Contact by notification to the District on or prior to the Forward Closing Date if any of the events described above in items (1) through (5) under Settlement occurs. -12-

18 DEBT SERVICE SCHEDULE The following table shows the debt service schedule with respect to the 2017 Refunding Bonds and the District s other outstanding general obligation bonds. SIMI VALLEY UNIFIED SCHOOL DISTRICT Annual General Obligation Bonds Debt Service Year Ending (August 1) Total 2017 Refunding Bonds Principal 2017 Refunding Bonds Interest 2017 Refunding Bonds Annual Total Other General Obligation Bonds Debt Service (1) Aggregate General Obligation Bonds Debt Service (1) For purposes of this Preliminary Official Statement, includes debt service on the Prior Bonds to be refunded. See SECURITY FOR THE 2017 REFUNDING BONDS - Ad Valorem Taxes- Other Bonds Payable from Ad Valorem Property Taxes below and APPENDIX B GENERAL AND FINANCIAL INFORMATION FOR THE SIMI VALLEY UNIFIED SCHOOL DISTRICT DISTRICT FINANCIAL INFORMATION Existing Debt Obligations - General Obligation Bonds for a brief description of the District s other outstanding general obligation bonds. -13-

19 SECURITY FOR THE 2017 REFUNDING BONDS Ad Valorem Taxes Bonds Payable from Ad Valorem Property Taxes. The 2017 Refunding Bonds are general obligations of the District, payable solely from ad valorem property taxes levied and collected by the County. The County is empowered and is obligated to annually levy ad valorem taxes for the payment of the 2017 Refunding Bonds and the interest thereon upon all property within the District subject to taxation by the District, without limitation of rate or amount (except certain personal property which is taxable at limited rates). Other Bonds Payable from Ad Valorem Property Taxes. The District has previously issued other general obligation bonds, which are payable from ad valorem taxes levied on property in the District. In addition, there is other debt issued by entities with jurisdiction in the District, which is payable from ad valorem taxes levied on parcels in the District. See PROPERTY TAXATION Direct and Overlapping Debt below. Levy and Collection. The County will levy and collect such ad valorem taxes in such amounts and at such times as is necessary to ensure the timely payment of debt service. Such taxes, when collected, will be deposited into a debt service fund for the 2017 Refunding Bonds, which is maintained by the County and which is irrevocably pledged for the payment of principal of and interest on the 2017 Refunding Bonds when due. District property taxes are assessed and collected by the County in the same manner and at the same time, and in the same installments as other ad valorem taxes on real property, and will have the same priority, become delinquent at the same times and in the same proportionate amounts, and bear the same proportionate penalties and interest after delinquency, as do the other ad valorem taxes on real property. Annual Tax Rates. The amount of the annual ad valorem tax levied by the County to repay the 2017 Refunding Bonds will be determined by the relationship between the assessed valuation of taxable property in the District and the amount of debt service due on the 2017 Refunding Bonds. Fluctuations in the annual debt service on the 2017 Refunding Bonds and the assessed value of taxable property in the District may cause the annual tax rate to fluctuate. Economic and other factors beyond the District s control, such as economic recession, deflation of land values, a relocation out of the District or financial difficulty or bankruptcy by one or more major property taxpayers, or the complete or partial destruction of taxable property caused by, among other eventualities, earthquake, flood, fire or other natural disaster, could cause a reduction in the assessed value within the District and necessitate a corresponding increase in the annual tax rate. -14-