$60,000,000 CITY OF ANAHEIM COMMUNITY FACILITIES DISTRICT NO SPECIAL TAX BONDS, SERIES 2016

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1 NEW ISSUE - BOOK-ENTRY ONLY NO RATINGS In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the District, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2016 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the Series 2016 Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Series 2016 Bonds. See CONCLUDING INFORMATION Tax Exemption herein. COUNTY OF ORANGE STATE OF CALIFORNIA $60,000,000 CITY OF ANAHEIM COMMUNITY FACILITIES DISTRICT NO (Platinum Triangle) SPECIAL TAX BONDS, SERIES 2016 Dated: Date of Delivery Due: September 1, as shown on inside cover page The City of Anaheim Community Facilities District No (Platinum Triangle) Special Tax Bonds, Series 2016 (the Series 2016 Bonds ) are being issued under the Mello-Roos Community Facilities Act of 1982 (the Act ) and an Indenture, dated as of August 1, 2016 (the Indenture ), by and between City of Anaheim Community Facilities District No (Platinum Triangle) (the District ) and U.S. Bank National Association, as trustee (the Trustee ), and are payable from Net Special Tax Revenues (as defined herein) derived from the Special Taxes (as defined herein) levied on taxable property within the District according to the rate and method of apportionment of the Special Taxes approved by the qualified electors of the District and by the City Council of the City of Anaheim, California (the City ). Pursuant to the Indenture, additional bonds ( Additional Bonds ) may be issued by the District on a parity with the Series 2016 Bonds, as described herein. The Series 2016 Bonds and any Additional Bonds are collectively referred to as the Bonds. The Series 2016 Bonds are being issued to provide funds (a) to pay the cost and expense of acquisition and construction of certain public facilities necessary for the continued development of the District, (b) to currently refund (together with other available funds) certain outstanding Prior Bonds (as defined herein), (c) to fund a reserve fund for the Series 2016 Bonds, (d) to pay administrative expenses of the District in connection with the Series 2016 Bonds, (e) to pay a portion of the interest on the Series 2016 Bonds through September 1, 2017, and (f) to pay costs of issuing the Series 2016 Bonds. See ESTIMATED SOURCES AND USES OF FUNDS and PLAN OF FINANCE herein. The Series 2016 Bonds are being issued in fully registered book-entry only form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ). Interest on the Series 2016 Bonds is payable semiannually on March 1 and September 1 of each year, commencing on March 1, Purchasers will not receive certificates representing their interest in the Series 2016 Bonds. Individual purchases will be in principal amounts of $5,000 or integral multiples thereof. Principal of and interest and premium, if any, on the Series 2016 Bonds will be paid by the Trustee to DTC for subsequent disbursement to DTC Participants who are obligated to remit such payments to the beneficial owners of the Series 2016 Bonds. See APPENDIX E BOOK-ENTRY ONLY SYSTEM. MATURITY SCHEDULE See Inside Cover Page The Series 2016 Bonds are subject to optional and mandatory redemption prior to maturity as described herein. See THE SERIES 2016 BONDS Redemption of the Series 2016 Bonds herein. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE DISTRICT TO THE LIMITED EXTENT DESCRIBED IN THE INDENTURE IS PLEDGED TO THE PAYMENT OF THE BONDS. EXCEPT FOR THE SPECIAL TAXES, NO OTHER TAXES ARE PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS ARE NOT GENERAL OR SPECIAL OBLIGATIONS OF THE CITY NOR GENERAL OBLIGATIONS OF THE DISTRICT, BUT ARE SPECIAL OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM NET SPECIAL TAX REVENUES AND CERTAIN OTHER ASSETS PLEDGED THEREFOR UNDER THE INDENTURE, AS MORE FULLY DESCRIBED HEREIN. Investment in the Series 2016 Bonds involves risks which may not be appropriate for some investors. See SPECIAL RISK FACTORS for a discussion of certain risk factors that should be considered, in addition to the other matters set forth herein, in evaluating the investment quality of the Series 2016 Bonds. This cover page contains information for quick reference only. It is not a complete summary of the Series 2016 Bonds. Investors should read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2016 Bonds are offered when, as and if issued and delivered to the Underwriter, subject to the approval as to their validity by Orrick, Herrington & Sutcliffe LLP, Bond Counsel, and subject to certain other conditions. Orrick, Herrington & Sutcliffe LLP is acting as disclosure counsel in connection with the Series 2016 Bonds. Certain legal matters will be passed upon for the Underwriter by its counsel, Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, and for the City and the District by the City Attorney. It is anticipated that the Series 2016 Bonds will be available for delivery in book-entry form through the facilities of DTC on or about August 10, Dated: July 27, 2016

2 Maturity Date (September 1) MATURITY SCHEDULE Base CUSIP No E $15,585,000 Serial Series 2016 Bonds Principal Amount Interest Rate Yield CUSIP No $ 305, % 0.700% EY , EZ , FA , FB , FC , FD , FE , FF , C FG ,070, C FH ,180, C FJ ,295, C FK ,415, C FL ,540, C FM ,670, C FN ,810, C FP6 $8,770, % Term Bonds due September 1, Yield: 2.880% C CUSIP No. FR2 $15,015, % Term Bonds due September 1, Yield: 2.920% * CUSIP No. FS0 $20,630, % Term Bonds due September 1, Yield: 2.950% CUSIP No. FT8 Copyright 2016, American Bankers Association. CUSIP numbers provided by Standard & Poor s CUSIP Service Bureau, a division of The McGraw- Hill Companies, Inc. CUSIP data herein are set forth for convenience of reference only. This data is not intended to serve as a database and does not in any way serve as a substitute for the CUSIP Service Bureau. The District and the Underwriter assume no responsibility for the accuracy of such data. C Yield to call at on September 1, 2023 * Yield to call at on September 1, 2024 Yield to call at on September 1, 2025

3 CITY OF ANAHEIM, CALIFORNIA (Orange County, California) CITY COUNCIL Tom Tait, Mayor Lucille Kring, Mayor Pro Tem Jordan Brandman, Council Member Kris Murray, Council Member James Vanderbilt, Council Member CITY STAFF Paul Emery, City Manager Kristine Ridge, Assistant City Manager Greg Garcia, Deputy City Manager Deborah A. Moreno, Finance Director and City Treasurer Kristin Aline Pelletier, Acting City Attorney Linda N. Andal, City Clerk PROFESSIONAL SERVICES Bond Counsel Orrick, Herrington & Sutcliffe LLP Los Angeles, California Financial Advisor PFM Financial Advisors LLC Los Angeles, California Trustee U.S. Bank National Association Los Angeles, California Special Tax Consultant David Taussig & Associates, Inc. Newport Beach, California Prior Trustee and Escrow Agent U.S. Bank National Association Los Angeles, California Verification Agent Grant Thornton LLP Minneapolis, Minnesota

4 No dealer, broker, salesperson or other person has been authorized by the City, the District or the Underwriter to give any information or to make any representations with respect to the City, the District or the Series 2016 Bonds other than the information contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized by the City, the District or the Underwriter. 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 2016 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the Series 2016 Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of facts. Certain of the information set forth herein has been obtained from sources which the City and the District believe to be reliable, but such information is not guaranteed by the City or the District as to accuracy or completeness. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. All summaries of the Indenture or other documents are made subject to the complete provisions thereof and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the District for further information in connection therewith. This Official Statement is submitted in connection with the sale of the Series 2016 Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement contains forward-looking statements within the meaning of the federal securities laws. Such statements are based on currently available information, expectations, estimates, assumptions, projections and general economic conditions. Such words as expects, intends, plans, believes, estimates, anticipates or variations of such words or similar expressions are intended to identify forward-looking statements and include, but are not limited to, statements under the captions SECURITY FOR THE BONDS and THE COMMUNITY FACILITIES DISTRICT. The forward-looking statements are not guarantees of future performance. Actual results may vary materially from what is contained in a forward-looking statement. The District and the City assume no obligation to provide public updates of forward-looking statements. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVES KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. WHILE THE DISTRICT HAS AGREED TO PROVIDE CERTAIN ONGOING FINANCIAL AND OPERATING DATA (SEE CONTINUING DISCLOSURE ), THE DISTRICT DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR. In connection with this offering, the Underwriter may overallot or effect transactions which stabilize or maintain the market price of the Series 2016 Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Underwriter may offer and sell the Series 2016 Bonds to certain dealers and dealer banks and banks acting as agent at prices lower than the public offering prices stated on the inside cover page hereof and such public offering prices may be changed from time to time by the Underwriter. The City maintains a website. However, the information presented on that website is not part of this Official Statement and prospective investors should not rely on any information presented on the City s website in making an investment decision to purchase the Series 2016 Bonds.

5 TABLE OF CONTENTS Page INTRODUCTION... 1 THE SERIES 2016 BONDS... 4 Authority for Issuance... 4 Description of the Series 2016 Bonds... 4 Redemption of the Series 2016 Bonds... 5 Debt Service Schedule... 9 ESTIMATED SOURCES AND USES OF FUNDS PLAN OF FINANCE SECURITY FOR THE BONDS General The Special Taxes Special Tax Fund Rate and Method of Apportionment Reserve Fund Additional Bonds Covenant for Superior Court Foreclosure Debt Service Coverage THE COMMUNITY FACILITIES DISTRICT General Summary of District Proceedings Rate and Method of Apportionment Status of Development The Platinum Triangle Property Values; Special Tax Levy Principal Taxpayers Direct and Overlapping Debt Estimated Value-to-Lien Ratios No Teeter Plan Status of Development in the District Environmental Review and Land Use Regulations SPECIAL RISK FACTORS The Series 2016 Bonds are Special Obligations of the District The Special Taxes are not Personal Obligations of the Property Owners Collection of Special Taxes Special Tax Delinquencies Real Estate and General Economic Risks Failure to Develop Properties Insufficiency of Special Taxes Potential Delay and Limitation in Foreclosure Proceedings Prepayment of Special Taxes Property Values Bankruptcy Disclosures to Future Purchasers Billing of Special Taxes Natural Disasters Drought Conditions i

6 TABLE OF CONTENTS (continued) Page Hazardous Substances Payments by FDIC or Other Federal Agencies Exempt Properties Stadium Property and Arena Property; Potential Relocation of Sports Franchises Cumulative Burden of Parity Taxes, Special Assessments Value-to-Lien Ratios Limitations on Remedies Right to Vote on Taxes Act IRS Audit of Tax-Exempt Bond Issues Loss of Tax Exemption Additional Bonds Forward Looking Statements Limited Liquidity of the Series 2016 Bonds Absence of Secondary Market LITIGATION CONTINUING DISCLOSURE CONCLUDING INFORMATION Legal Opinions Financial Advisor Financial Interest Tax Exemption Verification of Mathematical Computations Underwriting No Ratings Miscellaneous APPENDIX A RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX...A-1 APPENDIX B PROPOSED FORM OF OPINION OF BOND COUNSEL... B-1 APPENDIX C SUMMARY OF INDENTURE... C-1 APPENDIX D FORM OF CONTINUING DISCLOSURE AGREEMENT...D-1 APPENDIX E BOOK-ENTRY ONLY SYSTEM... E-1 ii

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9 OFFICIAL STATEMENT $60,000,000 CITY OF ANAHEIM COMMUNITY FACILITIES DISTRICT NO (PLATINUM TRIANGLE) SPECIAL TAX BONDS, SERIES 2016 INTRODUCTION The purpose of this Official Statement, including the cover page, inside cover page, table of contents and the Appendices, is to provide certain information concerning the issuance of and sale by City of Anaheim Community Facilities District No (Platinum Triangle) (the District ) of $60,000,000 aggregate principal amount of its Special Tax Bonds, Series 2016 (the Series 2016 Bonds ). 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, including the cover page, inside cover page and Appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement. The sale and delivery of the Series 2016 Bonds to potential investors is made only by means of the entire Official Statement. The Series 2016 Bonds are being issued pursuant to the Mello-Roos Community Facilities Act of 1982, constituting Section et seq. of the California Government Code (the Act ) and an Indenture, dated as of August 1, 2016 (the Indenture ), by and between the District and U.S. Bank National Association, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as trustee (the Trustee ). Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Indenture. The Series 2016 Bonds will be issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof and will be dated as of and bear interest from the date of delivery, at the rates set forth on the inside cover page hereof. In accordance with the provisions of the Indenture, and subject to the conditions specified therein, the District may issue additional bonds (the Additional Bonds ) payable on a parity with the Series 2016 Bonds for the purpose of providing funds to finance facilities authorized to be financed by the District or to refund all or a portion of the Series 2016 Bonds or Additional Bonds then Outstanding. See SECURITY FOR THE BONDS Additional Bonds. The Series 2016 Bonds and any such Additional Bonds are collectively referred to herein as the Bonds. Pursuant to the Act, the qualified electors of the District approved the levy of a special tax (the Special Tax ) within the boundaries of the District, as set forth in the Rate and Method of Apportionment of Special Tax (the Rate and Method ). See THE COMMUNITY FACILITIES DISTRICT Summary of District Proceedings. The Bonds are payable from and secured by a pledge of Net Special Tax Revenues (as defined herein) and certain other amounts held under the Indenture as described herein. See SECURITY FOR THE BONDS and APPENDIX C SUMMARY OF INDENTURE. The City of Anaheim, California (the City ) has designated an area within the City as the Platinum Triangle and is facilitating development of this area for high density, mixed-use development. The Platinum Triangle consists of approximately 820 acres located in the south central portion of the City at the junction of Interstate-5 (I-5) and State Route 57 (SR-57). As currently envisioned, the Platinum Triangle is expected to include up to 19,027 residential units, approximately 14,131,103 square feet of office space and approximately 4,735,111 square feet of commercial space. A pending development application, if approved, would specify development intensity at approximately 17,300 residential units,

10 13.6 million square feet of office space and 4.8 million square feet of commercial space. See THE COMMUNITY FACILITIES DISTRICT The Platinum Triangle. The District comprises a portion of the Platinum Triangle, consisting of approximately 377 gross acres of land, of which approximately 197 acres are anticipated to be subject to the Special Tax. Currently, acres are subject to the Special Tax. The District was established in accordance with the Act and represents a legally constituted governmental entity separate and apart from the City. The District is irregular in shape, roughly bounded by the I-5 freeway to the west, Santa Ana River to the east, East Cerritos Avenue and the train tracks to the north, and East Orangewood Avenue and Decatur Street to the south. Within these boundaries exists two major regional entertainment venues: the Stadium Property (Angel Stadium of Anaheim), which was renovated in 1997, and has a seating capacity of 45,050 and the Arena Property (Honda Center, previously known as the Arrowhead Pond of Anaheim), which opened in 1993 and holds up to 18,900 people for concerts and sporting events. The District includes 540 assessor parcels, 488 of which are currently subject to the Special Tax. The individual parcels range in size from less than one acre to over 52 acres for the Stadium Property (20 acres of which are subject to the Special Tax). All of the land within the District is either developed with existing improvements (some of which may currently be a transitional use), improved to finished lot condition, or has been recently demolished and pending construction. See THE COMMUNITY FACILITIES DISTRICT General. The properties within the District subject to the Special Tax have been categorized as Developed Property, Approved Property, Existing Property (which includes Existing Arena Facility Possessory Interests and Existing Stadium Facility Possessory Interests (each as defined in the Rate and Method) and all other Taxable Property which has an improvement value that is greater than zero as provided by the County Assessor and which is not classified in another category of Taxable Property) and Undeveloped Property. The Taxable Property is under the ownership of numerous developers, owner users and investors as further identified herein. See THE COMMUNITY FACILITIES DISTRICT Status of Development in the District and Principal Taxpayers. It is possible that the District will annex additional Taxable Property in the future. Existing Property within the District includes Angel Stadium of Anaheim, home to the Angels Major League baseball franchise (the Stadium Property herein) and Honda Center, home to the Anaheim Ducks National Hockey League franchise and one of the premier entertainment and sports venues in the County (the Arena Property herein). These two properties, categorized as Existing Property, are owned by the City, but each is subject to a leasehold or other possessory interest in the property to a nonexempt person or entity. As provided in the Act, the Special Tax on these properties shall be levied on the leasehold or possessory interest and shall be payable by the respective owners of the leasehold or possessory interests in the Stadium Property and the Arena Property. See THE COMMUNITY FACILITIES DISTRICT Status of Development in the District and Principal Taxpayers and SPECIAL RISK FACTORS Exempt Properties. Additional Existing Property includes strip retail developments, 10 to 15 year old mid-rise office buildings, 25 to 30 year old low-rise office buildings, 35 to 40 year old concrete tilt-up industrial buildings, 35 to 40 year old hotels, restaurants, a gas station and vacant land. In 2004, the City created the Platinum Triangle Master Land Use Plan ( PTMLUP ) and Platinum Triangle Mixed Use ( PTMU ) Overlay Zone, which guide and allow development within the Platinum Triangle of up to 19,027 residential units and approximately 18.9 million square feet of commercial and office development. See THE COMMUNITY FACILITIES DISTRICT General. At some point in the future, the parcels that comprise Existing Property could undertake redevelopment pursuant to the PTMLUP. To date, owners of land proposed for residential units within the District have signed a form of Standardized Platinum Triangle Development Agreement (each, a Development Agreement and, 2

11 collectively, the Development Agreements ). A summary of the development authorized and existing within the Platinum Triangle as of July 1, 2016 is set forth in the following table. Table 1 Platinum Triangle Master Land Use Plan Planned Development Status Dwelling Units Commercial Sq. Ft. Office Sq. Ft. Authorized Maximum Development 19,027 4,735,111 14,131,103 Existing (1) ,902 1,945,412 Approved (not under construction) 2,950 64, Under construction 2, Completed (2) 2,315 39, Remaining Development Intensity (3) 11,593 3,961,240 12,185,691 (1) Constructed prior to PTMU Overlay Zone Adoption (August 17, 2004) and still existing as of October 21, (2) Includes properties within the Platinum Triangle but outside of the District or that have prepaid Special Taxes. (3) Pursuant to the PTMLUP and PTMU Overlay Zone. Source: The District An executed Development Agreement, as discussed herein, specifies the related parcel or parcels as Approved Property under the Rate and Method, meaning Taxable Property for which a Development Agreement was executed and delivered by the City after August 24, 2004 and prior to March 1 of the previous Fiscal Year and which is not classified as Developed Property. As used in the Rate and Method, Developed Property generally means an Approved Property for which a building permit has been pulled and issued after January 1, 2005 and prior to September 1 of the prior Fiscal Year. Of the 7,434 residential units that have been entitled for development, as of June 30, 2016, 4,484 units have building permits issued, of which 2,315 units are completed and 2,169 are under construction. Building permits have not yet been issued for an additional 2,950 residential units that are entitled for development. As of June 30, 2016, completed non-residential uses within the Platinum Triangle currently include 39,369 square feet of commercial space. An additional approximately 64,600 square feet of commercial development has an approved Development Agreement and is therefore categorized as Approved Property, of which 50,000 relates to projects at A-Town Metro and 14,600 relates to Jefferson Stadium Park (formerly the Experience at Gene Autry project) categorized, as of June 30, 2016, as Approved Property (but not yet under construction). Six projects have prepaid their Special Tax in full, which properties would otherwise constitute Developed Property. These prepaid projects comprise 1,833 residential units and 11,807 square feet of non-residential space. The acreage and parcel count and values of Taxable Property herein exclude the acreage and assessed value that would be derived from these prepaid properties. Such prepayment considers both the obligation of such parcels to the Series 2016 Bonds and any Additional Bonds issued to finance Future Facilities Costs (as defined in the Rate and Method). See THE COMMUNITY FACILITIES DISTRICT General. The Platinum Triangle includes substantial uses that relate to the District but are not located within the District, including 390 residential units and approximately 10,500 square feet of non-residential uses that are located in the Stadium Lofts condominiums. Additional regional attractions, such as The Grove of Anaheim, The Block at Orange, MainPlace Shopping Mall, the Disneyland Resort and the Anaheim 3

12 Convention Center are not a part of the District, but are located within or in the immediate vicinity of the Platinum Triangle. The proceeds from the sale of the Series 2016 Bonds will be used to (a) pay the cost and expense of the acquisition and construction of certain public facilities necessary for the continued development of the District (see PLAN OF FINANCE The Project ), (b) currently refund (together with other available funds) the City of Anaheim Community Facilities District No (Platinum Triangle) Special Tax Bonds, Series 2010 (the Prior Bonds ) (see PLAN OF FINANCE The Refunding Plan ), (c) fund a reserve fund for the Series 2016 Bonds, (d) pay administrative expenses of the District in connection with the Series 2016Bonds, (e) pay a portion of the interest on the Series 2016 Bonds through September 1, 2017, and (f) pay the costs of issuing the Series 2016 Bonds. See ESTIMATED SOURCES AND USES OF FUNDS. The Bonds are special obligations of the District, payable, as provided in the Indenture, solely from Net Special Tax Revenues and the other assets pledged under the Indenture. Neither the faith and credit nor the taxing power of the City, the State of California (the State ) or any political subdivision thereof other than the District to the limited extent described in the Indenture is pledged to the payment of the Bonds. Except for the Special Taxes, no other taxes are pledged to the payment of the Bonds. The Bonds are not general or special obligations of the City nor general obligations of the District, but are special obligations of the District payable solely from the Net Special Tax Revenues and certain other assets pledged therefor under the Indenture, as more fully described herein. This Official Statement contains forward-looking statements within the meaning of the federal securities laws. Such statements are based on currently available information, expectations, estimates, assumptions, projections and general economic conditions. Such words as expects, intends, plans, believes, estimates, anticipates or variations of such words or similar expressions are intended to identify forwardlooking statements. Such forward-looking statements include, but are not limited to, certain statements contained in the information under the caption SECURITY FOR THE BONDS. Certain risk factors should be considered, in addition to other matters set forth herein, in evaluating the investment quality of the Series 2016 Bonds. See SPECIAL RISK FACTORS. Brief descriptions of the Series 2016 Bonds, the Indenture, the security for the Series 2016 Bonds, the District, the status of development within the District and within the larger Platinum Triangle and certain other information are included in this Official Statement. Such descriptions and information do not purport to be comprehensive or definitive. The descriptions herein of the Series 2016 Bonds, the Indenture and other documents are qualified in their entirety by reference to the forms thereof and the information with respect thereto included in the Series 2016 Bonds, the Indenture and other documents. Copies of such documents may be obtained from the City Clerk of the City, at 200 South Anaheim Boulevard, Anaheim, California Authority for Issuance THE SERIES 2016 BONDS The Bonds were authorized at a special election held in the District on July 24, The Series 2016 Bonds will be issued pursuant to the Act and the Indenture. Description of the Series 2016 Bonds The Series 2016 Bonds will be issued in fully registered form only, and when delivered, will be registered in the name of Cede & Co., as nominee of DTC. DTC will act as securities depository for the 4

13 Series 2016 Bonds. Ownership interests in the Series 2016 Bonds may be purchased in book-entry form only, in denominations of $5,000 or any integral multiple thereof within a single maturity. The Series 2016 Bonds will be dated as of and bear interest from the date of delivery at the rates set forth on the inside cover page hereof. The principal of and premium, if any, on the Series 2016 Bonds will be paid in lawful money of the United States of America at the office of the Trustee upon presentation and surrender of the Series 2016 Bonds. The Series 2016 Bonds will mature as indicated on the inside cover page hereof, and are subject to optional and mandatory redemption as set forth herein. Interest on the Series 2016 Bonds will be paid semiannually on March 1 and September 1 (each an Interest Payment Date ), commencing on March 1, Interest on the Series 2016 Bonds will be calculated on the basis of a 360-day year comprised of twelve 30-day months. Payment of interest on the Series 2016 Bonds will be made to the respective Owner by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date, to the Owner at his or her address as it appears on the registration books to be kept by the Trustee for the Series 2016 Bonds (the Bond Register ), as of the close of business on the fifteenth day of the month preceding each Interest Payment Date, regardless of whether such day is a business day (the Record Date ). Notwithstanding the foregoing, so long as DTC or its nominee is the registered owner of the Series 2016 Bonds, interest payments will be made as described in APPENDIX E BOOK-ENTRY ONLY SYSTEM. Interest on the Series 2016 Bonds will be payable from the Interest Payment Date next preceding the date of authentication thereof unless (a) a Series 2016 Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event it will bear interest from such Interest Payment Date, (b) a Series 2016 Bond is authenticated on or before the first Record Date, in which event interest thereon will be payable from the date of delivery of such Bond, or (c) interest on any Series 2016 Bond is in default as of the date of authentication thereof, in which event interest thereon will be payable from the date to which interest has previously been paid or duly provided for. Redemption of the Series 2016 Bonds Optional Redemption. The Series 2016 Bonds maturing on or after September 1, 2024 are subject to optional redemption, in whole, or in part in Authorized Denominations, on any Interest Payment Date, from any source of available funds, at the following respective Redemption Prices (expressed as percentages of the principal amount of the Series 2016 Bonds to be redeemed), plus accrued interest thereon to the date of redemption: Redemption Dates Redemption Price September 1, 2023 and March 1, % September 1, 2024 and March 1, September 1, 2025 and March 1, September 1, 2026 and thereafter 100 Mandatory Redemption from Special Tax Prepayments. The Series 2016 Bonds are subject to mandatory redemption, in whole, or in part in Authorized Denominations, on any Interest Payment Date, from and to the extent of any prepayment of Special Taxes, at the following respective redemption prices (expressed as percentages of the principal amount of the Series 2016 Bonds to be redeemed), plus accrued interest thereon to the date of redemption: 5

14 Redemption Dates Redemption Price March 1, 2017 through March 1, % September 1, 2024 and March 1, September 1, 2025 and March 1, September 1, 2026 and thereafter 100 Mandatory Sinking Fund Redemption. The Series 2016 Bonds maturing on September 1, 2036, are subject to mandatory sinking fund redemption, in part, on September 1 in each year, commencing September 1, 2033, at a redemption price equal to the principal amount of the Series 2016 Bonds to be redeemed, without premium, plus accrued interest thereon to the date of redemption, in the aggregate respective principal amounts in the respective years as follows: Sinking Fund Redemption Date (September 1) Principal Amount to be Redeemed 2033 $1,955, ,110, ,270, * 2,435,000 * Maturity If some but not all of the Series 2016 Bonds maturing on September 1, 2036 are optionally redeemed, the principal amount of the Series 2016 Bonds maturing on September 1, 2036 to be subject to mandatory sinking fund redemption on any subsequent September 1 will be reduced, by $5,000 or an integral multiple thereof, as designated by the District in a Written Certificate of the District filed with the Trustee; provided, however, that the aggregate amount of such reductions will not exceed the aggregate amount of the Series 2016 Bonds maturing on September 1, 2036 which are optionally redeemed. If some but not all of the Series 2016 Bonds maturing on September 1, 2036 are redeemed from Special Tax prepayments, the principal amount of the Series 2016 Bonds maturing on September 1, 2036 to be subject to mandatory sinking fund redemption on any subsequent September 1 will be reduced by the aggregate principal amount of the Series 2016 Bonds maturing on September 1, 2036 so redeemed from Special Tax prepayments, such reduction to be allocated among redemption dates as nearly as practicable on a pro rata basis in amounts of $5,000 or integral multiples thereof, as determined by the Trustee, notice of which determination will be given by the Trustee to the District. The Series 2016 Bonds maturing on September 1, 2041, are subject to mandatory sinking fund redemption, in part, on September 1 in each year, commencing September 1, 2037, at a redemption price equal to the principal amount of the Series 2016 Bonds to be redeemed, without premium, plus accrued interest thereon to the date of redemption, in the aggregate respective principal amounts in the respective years as follows: 6

15 Sinking Fund Redemption Date (September 1) Principal Amount to be Redeemed 2037 $2,615, ,800, ,995, ,195, * 3,410,000 * Maturity If some but not all of the Series 2016 Bonds maturing on September 1, 2041 are optionally redeemed, the principal amount of the Series 2016 Bonds maturing on September 1, 2041 to be subject to mandatory sinking fund redemption on any subsequent September 1 will be reduced, by $5,000 or an integral multiple thereof, as designated by the District in a Written Certificate of the District filed with the Trustee; provided, however, that the aggregate amount of such reductions will not exceed the aggregate amount of the Series 2016 Bonds maturing on September 1, 2041 which are optionally redeemed. If some but not all of the Series 2016 Bonds maturing on September 1, 2041 are redeemed from Special Tax prepayments, the principal amount of the Series 2016 Bonds maturing on September 1, 2041 to be subject to mandatory sinking fund redemption on any subsequent September 1 will be reduced by the aggregate principal amount of the Series 2016 Bonds maturing on September 1, 2041 so redeemed from Special Tax prepayments, such reduction to be allocated among redemption dates as nearly as practicable on a pro rata basis in amounts of $5,000 or integral multiples thereof, as determined by the Trustee, notice of which determination will be given by the Trustee to the District. The Series 2016 Bonds maturing on September 1, 2046, are subject to mandatory sinking fund redemption, in part, on September 1 in each year, commencing September 1, 2042, at a redemption price equal to the principal amount of the Series 2016 Bonds to be redeemed, without premium, plus accrued interest thereon to the date of redemption, in the aggregate respective principal amounts in the respective years as follows: Sinking Fund Redemption Date (September 1) Principal Amount to be Redeemed 2042 $3,635, ,870, ,115, ,370, * 4,640,000 * Maturity If some but not all of the Series 2016 Bonds maturing on September 1, 2046 are optionally redeemed, the principal amount of the Series 2016 Bonds maturing on September 1, 2046 to be subject to mandatory sinking fund redemption on any subsequent September 1 will be reduced, by $5,000 or an integral multiple thereof, as designated by the District in a Written Certificate of the District filed with the Trustee; provided, however, that the aggregate amount of such reductions will not exceed the aggregate amount of the Series 2016 Bonds maturing on September 1, 2046 which are optionally redeemed. If some but not all of the Series 2016 Bonds maturing on September 1, 2046 are redeemed from Special Tax prepayments, the principal amount of the Series 2016 Bonds maturing on September 1, 2046 to be subject to mandatory sinking fund redemption on any subsequent September 1 will be reduced by the aggregate 7

16 principal amount of the Series 2016 Bonds maturing on September 1, 2046 so redeemed from Special Tax prepayments, such reduction to be allocated among redemption dates as nearly as practicable on a pro rata basis in amounts of $5,000 or integral multiples thereof, as determined by the Trustee, notice of which determination will be given by the Trustee to the District. Selection of Bonds for Redemption. Whenever provision is made for the redemption of less than all of the Bonds, the Trustee will select the Bonds to be redeemed from all Bonds not previously called for redemption (a) with respect to any optional redemption of Bonds of a Series, among maturities of Bonds of such Series as directed in a Written Request of the District, (b) with respect to any mandatory redemption from Special Tax prepayments and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued, among maturities of all Series of Bonds on a pro rata basis as nearly as practicable, and (c) with respect to any other redemption of Additional Bonds, among maturities as provided in the Supplemental Indenture pursuant to which such Additional Bonds are issued, and by lot among Bonds of the same Series with the same maturity in any manner which the Trustee in its sole discretion will deem appropriate. For purposes of such selection, all Bonds will be deemed to be comprised of separate $5,000 denominations and such separate denominations will be treated as separate Bonds which may be separately redeemed. Notice of Redemption. So long as DTC is acting as securities depository for the Series 2016 Bonds, notice of redemption, containing the information required by the Indenture, will be mailed by first class mail, postage prepaid, by the Trustee to DTC (not to the Beneficial Owners of any Series 2016 Bonds designated for redemption) at least 30 days but not more than 60 days prior to the redemption date. If less than all of the Series 2016 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. The Trustee will give notice of redemption to each of certain specified securities depositories and information services designated in the Indenture. The actual receipt by DTC (or any Owner of a Series 2016 Bond in the event that the book-entry only system is discontinued) of such notice of redemption is not a condition precedent to redemption, and neither the failure to receive such notice nor any defect in such notice will affect the validity of the proceedings for redemption of the Series 2016 Bonds or the cessation of interest on the redemption date. With respect to any notice of any optional redemption of Bonds, unless at the time such notice is given the Bonds to be redeemed shall be deemed to have been paid within the meaning of the Indenture, such notice will state that such redemption is conditional upon receipt by the Trustee, on or prior to the date fixed for such redemption, of moneys that, together with other available amounts held by the Trustee, are sufficient to pay the Redemption Price of, and accrued interest on, the Bonds to be redeemed, and that if such moneys will not have been so received said notice will be of no force and effect and the District will not be required to redeem such Bonds. In the event a notice of redemption of Bonds contains such a condition and such moneys are not so received, the redemption of Bonds as described in the conditional notice of redemption will not be made and the Trustee will, within a reasonable time after the date on which such redemption was to occur, give notice to the persons and in the manner in which the notice of redemption was given, that such moneys were not so received and that there will be no redemption of Bonds pursuant to such notice of redemption. Partial Redemption of Series 2016 Bonds. Upon surrender of any Series 2016 Bonds to be redeemed in part only, the District will execute and the Trustee will authenticate and deliver to the Owner, at the expense of the District, a new Series 2016 Bond or Bonds of the same Series in Authorized Denominations in an aggregate principal amount equal to the unredeemed portion of the Series 2016 Bonds surrendered, with the same interest rate and the same maturity. Effect of Notice of Redemption. Notice having been mailed as aforesaid, and moneys for the Redemption Price, and the interest to the applicable date fixed for redemption, having been set aside with the Trustee, the Bonds will become due and payable on said date, and, upon presentation and surrender 8

17 thereof at the Office of the Trustee, said Bonds will be paid at the Redemption Price thereof, together with interest accrued and unpaid to said date. Debt Service Schedule The debt service schedule for the Series 2016 Bonds (including mandatory sinking fund redemption on their respective September 1 redemption dates) is set forth below: Year Ending September 1, Principal Interest Total Debt Service 2017 $ 305,000 $ 2,529, $ 2,834, ,000 2,383, ,773, ,000 2,372, ,827, ,000 2,354, ,884, ,000 2,332, ,942, ,000 2,308, ,998, ,000 2,280, ,060, ,000 2,249, ,124, ,000 2,214, ,184, ,070,000 2,175, ,245, ,180,000 2,133, ,313, ,295,000 2,085, ,380, ,415,000 2,034, ,449, ,540,000 1,977, ,517, ,670,000 1,915, ,585, ,810,000 1,849, ,659, ,955,000 1,776, ,731, ,110,000 1,698, ,808, ,270,000 1,614, ,884, ,435,000 1,523, ,958, ,615,000 1,425, ,040, ,800,000 1,321, ,121, ,995,000 1,209, ,204, ,195,000 1,089, ,284, ,410, , ,371, ,635, , ,460, ,870, , ,549, ,115, , ,640, ,370, , ,730, ,640, , ,825, TOTAL $60,000,000 $50,391, $110,391,

18 ESTIMATED SOURCES AND USES OF FUNDS table: The estimated sources and uses of proceeds of the Series 2016 Bonds are set forth in the following Sources: Principal Amount of Series 2016 Bonds $60,000, Original Issue Premium 5,922, Amounts released from accounts of Prior Bonds 3,499, Total Sources $69,422, Uses: Proceeds Account of Improvement Fund $36,771, Escrow Fund 26,543, Reserve Fund (1) 4,590, Capitalized Interest (2) 672, Administrative Expense Fund 50, Costs of Issuance Fund (3) 794, Total Uses $69,422, (1) Equals the initial Reserve Requirement for the Series 2016 Bonds. (2) Includes a portion of the interest on the Series 2016 Bonds through September 1, (3) Includes Underwriter s discount, legal fees, financial advisory fees and other costs of issuance of the Series 2016 Bonds. PLAN OF FINANCE The Refunding Plan. The Prior Bonds are outstanding in the aggregate principal amount of $25,045,000. The District will deposit a portion of the proceeds of the Series 2016 Bonds, together with other funds of the District, in an irrevocable escrow fund (the Escrow Fund ) to refund, on a current refunding basis, the Prior Bonds on September 1, 2016 (the Redemption Date ). See ESTIMATED SOURCES AND USES OF FUNDS. The Escrow Fund will be established pursuant to an Escrow Agreement, dated as of August 1, 2016, by and between the District and U.S. Bank National Association, as prior trustee and escrow bank (the Escrow Bank ). Amounts so deposited in the Escrow Fund, together with other funds of the District, will be held uninvested, or applied to purchase certain federal securities, in an aggregate amount which, together with the interest to be derived therefrom, will be sufficient, to refund the Prior Bonds on the Redemption Date at a redemption price equal to 103% of the principal amount of the Prior Bonds being so redeemed, together with interest on the Prior Bonds on the Redemption Date. The sufficiency of such amounts to pay the redemption price of the Prior Bonds on September 1, 2016, will be verified by Grant Thornton LLP (the Verification Agent ), an independent firm of certified public accountants. See CONCLUDING INFORMATION Verification of Mathematical Computations. The monies held under the Escrow Agreement are pledged to the payment of the Prior Bonds to be paid upon the redemption thereof and neither the principal of nor the interest thereon will be available for the payment of the Series 2016 Bonds. The Project. The Series 2016 Bonds are being issued, in part, to finance the acquisition and construction of certain public improvements necessary for the continued development and increased density of land use within the District, including to acquire certain public improvements previously constructed in accordance with one or more Acquisition Agreements (as defined below) and to fund the construction of various improvements, enhanced streetscape and sewer/water/storm drain facilities (the Project ) as 10

19 necessary to allow the increased density of development in the Platinum Triangle from its former primarily industrial use to the mixed use envisioned in the current plans for development. Pursuant to a form of Acquisition and Funding Agreement (each, an Acquisition Agreement and, collectively, the Acquisition Agreements ), each with respect to property within the boundaries of the District, each by and among the District, the City and the respective owner/developer, the District will use a portion of the net proceeds of the Series 2016 Bonds, together with proceeds of Special Tax prepayments received prior to the sale and issuance of the Series 2016 Bonds, proceeds of the Prior Bonds and surplus annual Special Tax collections to finance the acquisition from the respective owner/developer of those facilities to be constructed by each such owner/developer as set forth in the respective Acquisition Agreement. Additional Bonds, together with proceeds of Special Tax prepayments and surplus annual Special Tax proceeds in each case as allocated to the costs of public facilities, if any, are expected to finance additional components of the Project. The amount and date of issuance of such Additional Bonds will be determined pursuant to the progress of development of the District and projected public infrastructure requirements. The District projects an aggregate of approximately $206 million of public infrastructure improvement costs, not adjusted for inflation or other potential variables, which includes approximately $56 million of costs for completed projects and the Project to be financed with net proceeds of the Series 2016 Bonds. The remaining unfunded improvements are expected to be constructed over a 10 to 20 year period. Specific improvements expected to be constructed with net proceeds of the Series 2016 Bonds include all or a portion of the following: Improvements for Gene Autry Way from Interstate 5 to State College Blvd. (CFD Project 4A) and State College Blvd. (west side) from Artisan Way to Gateway Office (CFD Project 2A). This project includes widening of Gene Autry Way between Interstate 5 (I-5) and State College Boulevard (2,300 lf) and the west side of State College Boulevard from Artisan Way to Gateway Office (1,300 lf). The improvements include, but are not necessarily limited to, the following: New curb and gutter New parkway improvements including sidewalk separated from the roadway by a new curb adjacent landscaped area Raised median islands with hardscape and landscape treatments on Gene Autry Way Traffic signal modifications/upgrades at the Gene Autry/State College and State College/Gateway Office intersections New traffic signal at the Gene Autry/Union Street (formerly known as Market Street) Intersection Relocation of existing and/or installation of new street lights along with associated conduits, wiring and other appurtenances Installation of a Changeable Message Sign (CMS) for eastbound traffic approaching State College Boulevard Water quality BMP treatment devices New 36 storm drain mainline in both Gene Autry Way and State College Boulevard Storm drain catch basins and connector pipes, as required New underground electrical duct bank in Gene Autry Way 11