BACKGROUND An election was held in the Lynwood Unified School District (the "District") on November 6, 2012 to authorize the issuance and sale of general obligation bonds of the District for various purposes in the maximum amount of $93,000,000 (the "Measure K"). The District has previously issued five series of general obligation bonds under Measure K. The District now desires to issue the sixth series of bonds under Measure K in a principal amount not-to-exceed $35,000,000 (the "Bonds"). The District proposes the issuance of Bonds that include current interest bonds, as well as capital appreciation bonds (i.e. bonds that allow for the compounding of interest). The Bonds are being authorized for sale for the purpose of providing funds to finance projects approved by Measure K and to pay the costs of issuing the Bonds. Pursuant to Education Code Section 15146(b)(2), the Resolution and materials included in this agenda item are to first be publicly noticed as an information item at this June 10, 2021 Board meeting. At the Board’s next consecutive meeting, currently scheduled for June 24, 2021, the attached Resolution and materials will be publicly noticed as an action item for consideration by the Board. (a) Bond Resolution. The Resolution authorizes the issuance of the Bonds, specifies the basic terms, parameters and forms of the Bonds, and approves the form of Purchase Contract and form of Preliminary Official Statement described below. In particular, Section 1 of the Resolution establishes the maximum aggregate initial principal amount of the Bonds to be issued ($35,000,000). Section 4 of the Resolution states the maximum underwriter’s discount (0.8%) with respect to the Bonds and the maximum legal interest rate on the Bonds, and authorizes the Bonds to be sold at a negotiated sale to Stifel, Nicolaus & Company, Incorporated, as the underwriter (the "Underwriter"). (b) Form of Purchase Contract. The Resolution approves the form of the Purchase Contract. Pursuant to the Purchase Contract, the Underwriter will agree to buy the Bonds from the District. All the conditions of closing the transaction are set forth in this document, including the documentation to be provided at the closing by various parties. Upon the pricing of the Bonds, the final execution copy of the Purchase Contract will be prepared following this form. (c) Form of Preliminary Official Statement. The Resolution approves the form of the Preliminary Official Statement (the "POS"). The POS is the offering document describing the Bonds which may be distributed to prospective purchasers of the Bonds. The POS discloses information with respect to among other things (i) the proposed uses of proceeds of the Bonds, (ii) the terms of the Bonds (interest rate, redemption terms, etc.), (iii) the bond insurance policy for the Bonds, if any, (iv) the security for repayment of the Bonds (the ad valorem property tax levy), (v) information with respect to the District’s tax base (upon which such ad valorem property taxes may be levied), (vi) District financial and operating data, (vii) continuing disclosure with respect to the Bonds and the District, and (viii) absence of material litigation and other miscellaneous matters expected to be of interest to prospective purchasers of the Bonds. Following the pricing of the Bonds, a final Official Statement for the Bonds will be prepared, substantially in the form of the POS. (d) Form of the Continuing Disclosure Certificate. The form of the Continuing Disclosure Certificate can be found in APPENDIX C to the POS. Effective July 3, 1995, all underwriters of municipal bonds are obligated to procure from any public agency issuing debt a covenant that such public agency will annually file "material financial information and operating data" with respect to such public agency through the web-based Electronic Municipal Market Access ("EMMA") system maintained by the Municipal Securities Rulemaking Board (a federal agency that regulates "broker-dealers," including investment bank firms that underwrite municipal obligations). This requirement is expected to be satisfied by the filing of the District's audited financial statements and other operating information about the District, in the same manner the District has filed such information in connection with prior bond issuances. The purpose of the law is to provide investors in the Bonds with current information regarding the District. Similar laws have governed the corporate debt market for many years. (e) Requirements of Education Code Section 15146(b) and 15146(c). In satisfaction of Education Code Sections 15146(b) and 15146(c), appended to the Resolution is an information item ("Exhibit B") containing the following information provided by Mission Trail Advisors LLC, the municipal advisor to the District: approximations of the financing term of the Bonds; time of maturity of the Bonds; repayment ratio of the Bonds; estimated change in assessed value of taxable property within the District over the term of the Bonds; an analysis containing the total overall cost of the capital appreciation bonds expected to be issued; a comparison between the overall cost of the capital appreciation bonds expected to be issued and the overall cost of current interest bonds; and the reason that capital appreciation bonds are being recommended. Additionally, a copy of the disclosure made by the Underwriter in compliance with Rule G-17 adopted by the MSRB is included in Exhibit B to the Resolution. |