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ThisPreliminaryOfficialStatementandtheinformationcontainedhereinaresubjecttocompletionoramendment.ThesesecuritiesmaynotbesoldnormayofferstobuybeacceptedpriortothetimetheOfficialStatementisdeliveredinfinal
form.UndernocircumstancesshallthisPreliminaryOfficialStatementconstituteanoffertosellorasolicitationofanoffertobuynorshalltherebeanysaleofthesesecuritiesinanyjurisdictioninwhichsuchoffer,solicitationorsalewould
beunlawfulpriortoregistrationorqualificationunderthesecuritieslawsofanysuchjurisdiction.
PRELIMINARY OFFICIAL STATEMENT DATED April 13, 2016
NEW ISSUE–BOOK-ENTRY SYSTEM	 RATING: S&P “BBB” (See “RATING” herein)
In the opinion of Andrews Kurth LLP, Bond Counsel, under existing laws, regulations, rulings and judicial decisions and assuming continuing compliance
with certain covenants, interest on the Series 2016A Bonds is excluded from gross income for federal income tax purposes and is not included in the federal
alternative minimum taxable income of individuals. For a discussion of Bond Counsel’s opinion, including the alternative minimum tax consequences for
corporations, see “TAX MATTERS” herein. Interest on the Series 2016B Bonds is not excluded from gross income.
$44,175,000*
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF LA PAZ, ARIZONA
EDUCATION FACILITY LEASE REVENUE BONDS
(CHARTER SCHOOL SOLUTIONS—HARMONY PUBLIC SCHOOLS PROJECT)
$43,290,000*
SERIES 2016A
$885,000*
TAXABLE SERIES 2016B
Dated: Date of Delivery	 Due: As shown on the inside front cover
The Industrial Development Authority of the County of La Paz, Arizona (the “Issuer”), a nonprofit corporation designated as a political subdivision of the
State of Arizona (the “State”), is issuing its Education Facility Lease Revenue Bonds (Charter School Solutions—Harmony Public Schools Project), Series 2016A, in
the aggregate principal amount of $43,290,000* (the “Series 2016A Bonds”) and its Education Facility Lease Revenue Bonds (Charter School Solutions—Harmony
Public Schools Project), Taxable Series 2016B, in the aggregate principal amount of $885,000* (the “Series 2016B Bonds” and together with the Series 2016A Bonds,
the “Series 2016 Bonds” or the “Bonds”) pursuant to a Trust Indenture and Security Agreement, dated as of May 1, 2016, (the “Indenture”), between the Issuer and
U.S. Bank National Association, as trustee (the “Trustee”). The proceeds of the Series 2016 Bonds will be used to make a loan to Charter School Solutions, a Texas
nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Borrower”), pursuant to a Loan Agreement,
dated as of May 1, 2016 (the “Loan Agreement”), between the Borrower and the Issuer, and used to: (i) finance or refinance the costs of the acquisition of certain
land and the construction, acquisition, equipping and improving of the Participating Campuses (defined herein) (the “Series 2016 Facilities”) to be leased to Harmony
Public Schools (the “Charter School”), a Texas nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 (the
“Code”), (ii) fund a debt service reserve fund; (iii) pay capitalized interest on the Series 2016 Bonds; and (iv) pay certain issuance expenses (collectively, the “Series
2016 Project”). The Borrower will lease the Series 2016 Facilities to the Charter School, pursuant to the terms of five Lease Agreements to be dated on or before
August 15, 2016, which may include amendments to existing lease agreements (individually, each a “Lease” or “Lease Agreement” and, collectively, the “Leases” or the
“Lease Agreements”), each by and between the Borrower and the Charter School.
The Series 2016 Bonds will be payable from the moneys held for the payment thereof by the Trustee under the Indenture, including amounts held in a debt service
reserve fund and other funds held by the Trustee and Loan Payments (defined herein) to be made by the Borrower under the Loan Agreement. The only amounts
pledged by the Borrower to make the Loan Payments will be payments under the Lease Agreements (the “Lease Payments”). The Series 2016 Bonds will be secured
by an assignment and pledge of all payments received by the Trustee pursuant to the Lease Agreements, the Loan Agreement, and the Indenture (the “Revenues”)
and the Deeds of Trust (defined herein). Under the Loan Agreement and the promissory notes given pursuant thereto, the Borrower will be required to make Loan
Payments from the Revenues in amounts sufficient to pay debt service on the Series 2016 Bonds, plus certain other payments. See “DESCRIPTION OF THE SERIES
2016 BONDS” and “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS” herein.
Interest on the Series 2016 Bonds will accrue from the date of delivery thereof and will be payable semi-annually on each August 15 and February 15, commencing
August 15, 2016*. The Series 2016 Bonds will be issued as fully registered bonds in denominations of $100,000 and any integral multiple of $5,000 in excess thereof,
and will initially be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York (“DTC”). THE
SERIES 2016 BONDS ARE BEING OFFERED ONLY TO INSTITUTIONAL “ACCREDITED INVESTORS” AS DEFINED IN RULE 501 OF THE SECURITIES ACT OF
1933. Purchases of the Series 2016 Bonds will be made in book-entry form only. Purchasers of beneficial interests will not receive certificates representing their
interest in the Series 2016 Bonds. Payments of principal of and premium, if any, and interest on the Series 2016 Bonds will be made directly to DTC or its nominee,
Cede & Co., so long as DTC or Cede & Co. is the registered owner of the Series 2016 Bonds. Disbursement of such payment to DTC’s Participants (as defined herein)
is the responsibility of DTC and disbursement of such payments to the Beneficial Owners (as defined herein) is the responsibility of the Participants, as more fully
described herein. See APPENDIX H – “BOOK-ENTRY ONLY SYSTEM.”
THE SERIES 2016 BONDS, PREMIUM, IF ANY, AND THE INTEREST THEREON ARE SPECIAL LIMITED OBLIGATIONS OF THE ISSUER PAYABLE
EXCLUSIVELY FROM THE REVENUES AND THE TRUST ESTATE (DEFINED HEREIN). THE SERIES 2016 BONDS DO NOT CONSTITUTE A DEBT OR A
LOAN OF CREDIT OR A PLEDGE OF THE FULL FAITH AND CREDIT OR TAXING POWER OF THE ISSUER, THE COUNTY OF LA PAZ OR OF THE STATE
OF ARIZONA, OR OF ANY POLITICAL SUBDIVISION THEREOF, WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION OR STATUTORY
LIMITATION AND SHALL NEVER CONSTITUTE NOR GIVE RISE TO A PECUNIARY LIABILITY OF THE ISSUER, THE COUNTY OF LA PAZ OR THE STATE OF
ARIZONA. THE SERIES 2016 BONDS SHALL NOT CONSTITUTE, DIRECTLY OR INDIRECTLY, OR CONTINGENTLY OBLIGATE OR OTHERWISE CONSTITUTE
A GENERAL OBLIGATION OF OR A CHARGE AGAINST THE GENERAL CREDIT OF THE ISSUER, BUT SHALL BE SPECIAL LIMITED OBLIGATIONS OF THE
ISSUER PAYABLE SOLELY FROM THE SOURCES DESCRIBED HEREIN AND IN THE INDENTURE, BUT NOT OTHERWISE. THE ISSUER HAS NO TAXING
POWER.
NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2016 BONDS
AGAINST ANY PAST, PRESENT OR FUTURE OFFICER, DIRECTOR, COUNSEL, ADVISOR, OR AGENT OF THE ISSUER, OR ANY SUCCESSOR TO THE ISSUER,
AS SUCH, EITHER DIRECTLY OR THROUGH THE ISSUER OR ANY SUCCESSOR TO THE ISSUER, PURSUANT TO ANY RULE OF LAW OR EQUITY, STATUTE
OR CONSTITUTION OR BY THE ENFORCEMENT OF ANY ASSESSMENT OR PENALTY OR OTHERWISE, AND ALL SUCH LIABILITY OF ANY SUCH OFFICERS,
DIRECTORS, COUNSEL, ADVISORS OR AGENTS, AS SUCH, IS EXPRESSLY WAIVED AND RELEASED AS A CONDITION OF AND CONSIDERATION FOR THE
EXECUTION AND ISSUANCE OF THE SERIES 2016 BONDS.
Investment in the Series 2016 Bonds involves a significant degree of risk as described in “BONDHOLDERS’ RISKS” herein and in other sections of this Preliminary
Official Statement. This cover page contains certain information for general reference only. It is not a summary of this issue. The ability of the Borrower to pay the
amounts due under the Loan Agreement is based entirely on amounts paid by the Charter School to the Borrower under the Lease Agreements. The Charter School’s
ability to pay the Borrower under the Lease Agreements is dependent upon the amount the Charter School receives from the State of Texas to educate students, which
amount is calculated pursuant to a formula based on student enrollment. No assurance can be given that the Charter School will attract sufficient students to achieve
the projected student enrollments described herein. None of the Issuer, the Borrower or the Charter School have taxing powers. While the Series 2016 Bonds will
be secured by certain real and personal property of the Borrower, there is no requirement that the market value of such property equal or exceed the Borrower’s
obligations under the Loan Agreement. In addition, owners of the Series 2016 Bonds do not have consent rights with respect to the issuance of bonds or indebtedness
of the Charter School under the terms and conditions described herein. Furthermore, it is impossible to predict whether the legislature of the State of Texas will enact
legislation adversely affecting the operation of or funding for charter schools. See “BONDHOLDERS’ RISKS” herein.
The Series 2016 Bonds are offered when, as and if issued by the Issuer and received and accepted by Raymond James & Associates, Inc. (the “Underwriter”)
and subject to the approval of legality by Andrews Kurth LLP, Houston, Texas, Bond Counsel. Certain legal matters will be passed upon by Sallquist & Drummond,
P.C., Phoenix, Arizona, as Issuer’s counsel, by Andrews Kurth LLP, Houston Texas, as Borrower’s counsel, by Andrews Kurth LLP, Houston Texas, as Charter School’s
counsel and by Kutak Rock LLP, Scottsdale, Arizona, as Underwriter’s counsel. It is expected that the Series 2016 Bonds in book-entry form will be available for
delivery against payment therefor through the facilities of DTC on or about May 11, 2016*.
* Preliminary, subject to change.
MATURITY SCHEDULE*
$43,290,000*
THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF LA PAZ, ARIZONA
EDUCATION FACILITY LEASE REVENUE BONDS
(CHARTER SCHOOL SOLUTIONS—HARMONY PUBLIC SCHOOLS PROJECT)
SERIES 2016A
$2,435,000, _____% Series 2016 Term Bonds due February 15, 20__; Price _____%; CUSIP _____**
$4,850,000, _____% Series 2016 Term Bonds due February 15, 20__; Price _____%; CUSIP _____**
$13,710,000, _____% Series 2016 Term Bonds due February 15, 20__; Price _____%; CUSIP _____**
$22,295,000, _____% Series 2016 Term Bonds due February 15, 20__; Price _____%; CUSIP _____**
$885,000*
THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF LA PAZ, ARIZONA
EDUCATION FACILITY LEASE REVENUE BONDS
(CHARTER SCHOOL SOLUTIONS—HARMONY PUBLIC SCHOOLS PROJECT)
TAXABLE SERIES 2016B
$885,000, _____% Series 2016 Serial Bonds due February 15, 20__; Price _____%; CUSIP _____**
*
Preliminary, subject to change.
**
CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services is managed on behalf of the American
Bankers Association by S&P Capital IQ. Copyright© 2016 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by
CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for CUSIP Global Services.
CUSIP® numbers are provided for convenience of reference only. None of the Issuer, the Borrower, the Underwriter, or the Trustee or their
agents or counsel assumes responsibility for the accuracy of such numbers.
NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE
ISSUER, THE BORROWER OR THE UNDERWRITER TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION WITH RESPECT TO THE SERIES 2016 BONDS OTHER THAN THOSE CONTAINED
IN THIS OFFICIAL STATEMENT, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ANY OF THE
FOREGOING. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY AND THERE SHALL NOT BE ANY OFFER, SOLICITATION,
SALE OR DELIVERY OF THE SERIES 2016 BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH
IT IS UNLAWFUL FOR SUCH PERSON TO MAKE AN OFFER, SOLICITATION, SALE OR DELIVERY.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS THAT 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 descriptions of the documents in the Official Statement are summaries thereof and reference is
made to the actual documents for a complete understanding of the contents of such documents.
The Trustee assumes no responsibility for this Official Statement and has not reviewed or undertaken to
verify any information contained herein.
The order and placement of materials in this Official Statement, including the Appendices, are not deemed
to be a determination of relevance, materiality or importance, and this Official Statement, including the Appendices,
must be considered in its entirety. The offering of the Series 2016 Bonds is made only by means of this entire
Official Statement.
THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM THE ISSUER, THE
BORROWER AND OTHER SOURCES THAT ARE BELIEVED TO BE RELIABLE, BUT IT IS NOT
GUARANTEED AS TO ACCURACY AND COMPLETENESS, AND IS NOT TO BE CONSTRUED AS A
REPRESENTATION BY THE UNDERWRITER OR BY THE ISSUER (EXCEPT FOR INFORMATION
FURNISHED BY THE ISSUER UNDER THE CAPTIONS “ISSUER” AND “LITIGATION” AS IT RELATES
TO THE ISSUER). 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, CREATE THE IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN ANY OF THE INFORMATION SET FORTH HEREIN SINCE
THE DATE HEREOF. THE BORROWER HAS AGREED, HOWEVER, TO SUPPLEMENT AND/OR AMEND
THIS OFFICIAL STATEMENT WHENEVER NECESSARY TO KEEP THE INFORMATION HEREIN
ACCURATE AND NOT MISLEADING.
OTHER THAN WITH RESPECT TO INFORMATION CONCERNING THE ISSUER UNDER THE
CAPTIONS “ISSUER” AND “LITIGATION” AS IT RELATES TO THE ISSUER, NONE OF THE
INFORMATION IN THIS OFFICIAL STATEMENT HAS BEEN SUPPLIED OR VERIFIED BY THE ISSUER
AND THE ISSUER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO: (I)
THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION; (II) THE VALIDITY OF THE SERIES
2016 BONDS; OR (III) THE TAX STATUS OF THE INTEREST ON THE SERIES 2016 BONDS.
In making an investment decision, investors must rely on their own examinations of the Borrower,
the Charter School and the Series 2016 Facilities and the terms of the offering, including the merits and risks
involved. The Series 2016 Bonds have not been approved or disapproved by the Securities and Exchange
Commission or any state securities commission, nor has the Securities and Exchange Commission or any state
securities commission passed upon the accuracy or completeness of this Preliminary Official Statement. Any
representation to the contrary may be a criminal offense.
The Borrower and the Charter School have covenanted to provide continuing disclosure as described in this
Official Statement in APPENDIX G – “FORM OF THE CONTINUING DISCLOSURE AGREEMENTS,”
pursuant to Rule 15c2-12 of the Securities and Exchange Commission. The Issuer has not, and will not, undertake
any responsibilities to provide continuing disclosure with respect to the Series 2016 Bonds and will have no liability
to owners of the Series 2016 Bonds with respect to any such disclosures.
The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of
its responsibilities to investors pursuant to federal securities law as applied to the facts and circumstances of this
transaction, but the Underwriter does not guarantee the accuracy or completeness of such information, except for the
information provided by the Underwriter under the captions “UNDERWRITING,” “MATURITY SCHEDULE,”
“SOURCES AND USES OF FUNDS” and “DEBT SERVICE REQUIREMENTS ON SERIES 2016 BONDS.”
The Series 2016 Bonds have not been registered under the Securities Act of 1933, as amended, or under
any state securities or “blue sky” laws and the Indenture has not been qualified under the Trust Indenture Act of
1939, as amended, in reliance upon exemptions contained in each.
THE TRUSTEE HAS NOT PARTICIPATED IN THE PREPARATION OF THIS OFFICIAL
STATEMENT AND ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF
ANY INFORMATION CONTAINED IN THIS OFFICIAL STATEMENT OR THE RELATED TRANSACTIONS
AND DOCUMENTS OR FOR ANY FAILURE BY ANY PARTY TO DISCLOSE EVENTS THAT MAY HAVE
OCCURRED AND MAY AFFECT THE SIGNIFICANCE OR ACCURACY OF SUCH INFORMATION.
i
INTRODUCTION....................................................................................................................................................... 1
General ................................................................................................................................................................. 1
Debt Service Reserve Fund .................................................................................................................................. 2
Participating Campus Projects (the Series 2016 Facilities) .................................................................................. 3
El Paso Campus Project ................................................................................................................................ 3
Euless Campus Project.................................................................................................................................. 3
Grand Prairie Campus Project....................................................................................................................... 4
Plano Campus................................................................................................................................................ 4
Sugar Land Campus ...................................................................................................................................... 4
Lease Agreements ................................................................................................................................................ 4
Senior Pledge of the Charter School’s Adjusted Revenues.................................................................................. 7
Certain Covenants of Borrower............................................................................................................................ 7
Forward-Looking Statements ............................................................................................................................... 8
Miscellaneous....................................................................................................................................................... 9
Bondholders’ Risks .............................................................................................................................................. 9
ISSUER ....................................................................................................................................................................... 9
BORROWER ............................................................................................................................................................ 10
THE CHARTER SCHOOL....................................................................................................................................... 10
DESCRIPTION OF THE SERIES 2016 BONDS..................................................................................................... 11
Interest; Maturity; Payment................................................................................................................................ 11
Redemption of Series 2016 Bonds Prior to Maturity ......................................................................................... 11
Optional Redemption .................................................................................................................................. 11
Mandatory Sinking Fund Redemption ........................................................................................................ 12
Extraordinary Optional Redemption ........................................................................................................... 13
Mandatory Redemption Upon Determination of Taxability........................................................................ 13
Extraordinary Mandatory Redemption Upon Default on Lease.................................................................. 13
Mandatory Redemption With Excess or Unused Proceeds ......................................................................... 14
Method of Selecting Series 2016 Bonds ..................................................................................................... 14
Notices of Redemption................................................................................................................................ 14
SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS.................................................. 15
General ............................................................................................................................................................... 15
Indenture............................................................................................................................................................. 15
The Trust Estate .......................................................................................................................................... 15
Flow of Funds-Revenue Fund ..................................................................................................................... 16
Debt Service Reserve Fund ......................................................................................................................... 16
Project Fund and Disbursements for Project Costs ..................................................................................... 17
Events of Default Under the Indenture; Remedies...................................................................................... 18
ii
Limitation on Suits by Bondholders............................................................................................................ 19
Control by Majority of Bondholders........................................................................................................... 20
Loan Agreement................................................................................................................................................. 20
Payments Under the Loan Agreement; Assignment of Loan Agreement.................................................... 20
Pledge by Borrower; Assignment of Leases; Deeds of Trust...................................................................... 20
Financial Reports of Borrower.................................................................................................................... 21
Events of Default and Remedies ................................................................................................................. 21
Continuing Disclosure................................................................................................................................. 22
Other Covenants.......................................................................................................................................... 22
Deeds of Trust .................................................................................................................................................... 22
Lease Agreements .............................................................................................................................................. 22
General ...................................................................................................................................................... 23
Pledge by Charter School in each Lease ..................................................................................................... 24
Events of Default Under the Lease Agreements ......................................................................................... 25
Remedies under the Lease Agreement Upon an Event of Default .............................................................. 25
Option to Purchase Under Each Lease ........................................................................................................ 26
Covenants Under the Lease Agreements..................................................................................................... 26
SOURCES AND USES OF FUNDS......................................................................................................................... 28
DEBT SERVICE REQUIREMENTS ON SERIES 2016 BONDS........................................................................... 29
LEASE PAYMENT SCHEDULE............................................................................................................................. 30
BONDHOLDERS’ RISKS........................................................................................................................................ 31
General ............................................................................................................................................................... 31
Limited Resources of the Borrower.................................................................................................................... 31
Charter Schools in General................................................................................................................................. 31
Dependence on State Payments.......................................................................................................................... 32
Dependence on State of Texas Payments that are Subject to Annual Appropriation and Political
Factors ...................................................................................................................................................... 32
Revocation, Non-Renewal, Expiration or Amendment of Charter..................................................................... 32
Nonrenewal or Revocation of Charter......................................................................................................... 32
State Financial Difficulties................................................................................................................................. 33
Changes in the School Finance System.............................................................................................................. 33
Key Management ............................................................................................................................................... 34
Reputational Risk ............................................................................................................................................... 34
Generally..................................................................................................................................................... 34
Negative Publicity....................................................................................................................................... 34
Reliance on Projections...................................................................................................................................... 35
Income and Property Tax Exemption................................................................................................................. 35
iii
Economic and Other Factors .............................................................................................................................. 35
Factors Associated with Education..................................................................................................................... 36
Other Schools/Competition for Students............................................................................................................ 36
Risks of Real Estate Development ..................................................................................................................... 36
General ...................................................................................................................................................... 36
Ability to Sell or Lease the Participating Campuses ................................................................................... 37
Surveys ...................................................................................................................................................... 37
Reliance on Appraisals................................................................................................................................ 37
Limitations of Appraisals............................................................................................................................ 37
Reliance on Phase I Reports........................................................................................................................ 38
Damage, Destruction or Condemnation ...................................................................................................... 38
Environmental Risks ................................................................................................................................... 38
Construction Risks ............................................................................................................................................. 38
Expected Purchase and Lease of Participating Campuses After the Issuance of the Bonds............................... 39
Reserve Funds .................................................................................................................................................... 39
Tax-Exempt Status of the Series 2016A Bonds.................................................................................................. 39
Proposed Tax Legislation................................................................................................................................... 40
Tax-Exempt Status of the Borrower................................................................................................................... 40
Incurrence of Additional Indebtedness – Loan Agreement ................................................................................ 41
Incurrence of Additional Indebtedness – Lease Agreements ............................................................................. 41
Incurrence of Additional Indebtedness – Future Plans of the Charter School.................................................... 41
The Charter School’s Past and Future Pledge of Adjusted Revenues to Other Indebtedness............................. 41
Non-Recourse Debt ............................................................................................................................................ 42
Legal Opinions ................................................................................................................................................... 42
Litigation ............................................................................................................................................................ 42
Inability or Delay in Liquidating the Series 2016 Facilities at an Adequate Sale Price ..................................... 43
Potential Effects of Bankruptcy.......................................................................................................................... 43
Enforcement of Remedies .................................................................................................................................. 43
No Cross Default of Lease Agreements, Individual Enforcement Thereof........................................................ 44
Secondary Market............................................................................................................................................... 44
Failure to Provide Ongoing Disclosure .............................................................................................................. 44
Conclusion.......................................................................................................................................................... 44
TEXAS STATE FUNDING...................................................................................................................................... 44
State of Texas Funding for Traditional School Districts .................................................................................... 44
Overview..................................................................................................................................................... 44
Local Funding for School Districts ............................................................................................................. 45
State of Texas Funding for School Districts................................................................................................ 46
iv
2006 Legislation.......................................................................................................................................... 47
2013 Legislation.......................................................................................................................................... 48
2015 Legislation.......................................................................................................................................... 48
Wealth Transfer Provisions......................................................................................................................... 48
State of Texas Open-Enrollment Charter School Funding ................................................................................. 49
Tier One Funding for Charter Schools ........................................................................................................ 49
Tier Two Funding and ASATR for Charter Schools................................................................................... 50
State of Texas Facilities Funding for Charter Schools ................................................................................ 50
Timing of State of Texas Funding............................................................................................................... 50
Foundational School Program Funding Schedule for Certain Open-Enrollment Charter Schools.............. 50
Current Litigation Related to the Texas Public School Finance System ............................................................ 50
TAX MATTERS ....................................................................................................................................................... 52
Tax Exemption of the Series 2016A Bonds ....................................................................................................... 52
Proposed Tax Legislation................................................................................................................................... 53
Tax Accounting Treatment of Original Issue Discount on Series 2016A Bonds ............................................... 53
Tax Accounting Treatment of Original Issue Premium on Series 2016A Bonds............................................... 54
Tax Matters for the Series 2016B Bonds............................................................................................................ 54
Stated Interest On The Series 2016B Bonds....................................................................................................... 55
Disposition Of The Series 2016B Bonds............................................................................................................ 55
Backup Withholding........................................................................................................................................... 55
Withholding On Payments To Nonresident Alien Individuals And Foreign Corporations ................................ 55
Reporting Of Interest Payments ......................................................................................................................... 56
ENFORCEABILITY OF OBLIGATIONS ............................................................................................................... 56
UNDERWRITING.................................................................................................................................................... 56
LEGAL MATTERS .................................................................................................................................................. 57
LITIGATION ............................................................................................................................................................ 57
RELATIONSHIPS AMONG PARTIES ................................................................................................................... 57
CONTINUING DISCLOSURE................................................................................................................................. 58
FINANCIAL STATEMENTS................................................................................................................................... 58
RATING.................................................................................................................................................................... 59
FINANCIAL ADVISOR........................................................................................................................................... 59
MISCELLANEOUS.................................................................................................................................................. 59
APPENDIX A THE BORROWER AND THE CHARTER SCHOOL ....................................................... A-1
APPENDIX B SUMMARY OF CERTAIN PROVISIONS OF TEXAS CHARTER SCHOOL LAW...... B-1
APPENDIX C [RESERVED]...................................................................................................................... C-1
APPENDIX D AUDITED FINANCIALS FY 2015, 2014 AND 2013........................................................ D-1
v
APPENDIX E-1 SUBSTANTIALLY FINAL FORM OF INDENTURE................................................... E-1-1
APPENDIX E-2 SUBSTANTIALLY FINAL FORM OF LOAN AGREEMENT ..................................... E-2-1
APPENDIX E-3 SUBSTANTIALLY FINAL FORM OF SAMPLE LEASE AGREEMENT ................... E-3-1
APPENDIX F PROPOSED FORM OF BOND COUNSEL OPINION.......................................................F-1
APPENDIX G FORMS OF CONTINUING DISCLOSURE AGREEMENTS........................................... G-1
APPENDIX H BOOK-ENTRY ONLY SYSTEM....................................................................................... H-1
[THIS PAGE INTENTIONALLY LEFT BLANK]
$44,175,000*
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF LA PAZ, ARIZONA
EDUCATION FACILITY LEASE REVENUE BONDS
(CHARTER SCHOOL SOLUTIONS—HARMONY PUBLIC SCHOOLS PROJECT)
$43,290,000*
SERIES 2016A
$885,000*
TAXABLE SERIES 2016B
INTRODUCTION
The following is a brief introduction as to certain matters discussed elsewhere in this Preliminary Official
Statement and is qualified in its entirety as to such matters by such discussion and the text of the actual documents
described or referenced. Any capitalized term not required to be capitalized and not otherwise defined herein is used
with the meaning assigned in the Trust Indenture and Security Agreement, dated as of May 1, 2016 (the
“Indenture”), between The Industrial Development Authority of the County of La Paz, Arizona (the “Issuer”), and
U.S. Bank National Association, as trustee (the “Trustee”), the Loan Agreement, to be dated as of May 1, 2016 (the
“Loan Agreement”), between the Issuer and Charter School Solutions, a Texas nonprofit corporation (the
“Borrower”) and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”),
or any other document with respect to which the term is used. See APPENDIX E-1 – “SUBSTANTIALLY FINAL
FORM OF INDENTURE,” APPENDIX E-2 – “SUBSTANTIALLY FINAL FORM OF LOAN AGREEMENT”
and APPENDIX E-3 – “SUBSTANTIALLY FINAL FORM OF SAMPLE LEASE AGREEMENT.” Definitions
contained in the text hereof are for ease of reference only and are qualified in their entirety by the definitions in the
documents with respect to which such terms relate. The Appendices hereto are an integral part of this Official
Statement and each potential investor should review the Appendices in their entirety.
General
This Official Statement, including the cover page, the inside cover, the introductory statement and the
Appendices attached hereto (this “Official Statement”), is furnished in connection with this offering by the Issuer of
its Education Facility Lease Revenue Bonds (Charter School Solutions—Harmony Public Schools Project), Series
2016A, in the aggregate principal amount of $43,290,000*
(the “Series 2016A Bonds”) and its Education Facility
Lease Revenue Bonds (Charter School Solutions—Harmony Public Schools Project), Taxable Series 2016B, in the
aggregate principal amount of $885,000*
(the “Series 2016B Bonds” and together with the Series 2016A Bonds, the
“Series 2016 Bonds” or the “Bonds”). The Series 2016 Bonds were authorized by a resolution adopted by the Board
of Directors of the Issuer on April 4, 2016, the Constitution and laws of the State of Arizona (the “State”),
particularly The Industrial Development Financing Act, comprised of Title 35, Chapter 5 of the Arizona Revised
Statutes (the “Act”) and will be issued under the Indenture.
The Series 2016 Bonds will be issued as fully registered bonds in denominations of $100,000 and any
integral multiple of $5,000 in excess thereof, and will initially be registered in the name of Cede & Co., as registered
owner and nominee for The Depository Trust Company, New York, New York (“DTC”). THE SERIES 2016
BONDS ARE BEING OFFERED ONLY TO INSTITUTIONAL “ACCREDITED INVESTORS” AS DEFINED IN
RULE 501 OF THE SECURITIES ACT OF 1933. Purchases of the Series 2016 Bonds will be made in book-entry
form only. See APPENDIX H – “BOOK-ENTRY ONLY SYSTEM.”
The proceeds of the Series 2016 Bonds will be used to make a loan (the “Loan”) to the Borrower, pursuant
to the Loan Agreement, between the Borrower and the Issuer, and used to: (i) finance or refinance the costs of the
acquisition of certain land and the construction, acquisition, equipping and improving of the Participating Campuses
(defined herein) (the “Series 2016 Facilities”) to be leased to Harmony Public Schools (the “Charter School”), a
Texas nonprofit corporation and an organization described in Section 501(c)(3) of the Code, (ii) fund a debt service
reserve fund; (iii) pay capitalized interest on the Series 2016 Bonds; and (iv) pay certain issuance expenses
*
Preliminary, subject to change.
2
(collectively, the “Series 2016 Project”). The Borrower will lease the Series 2016 Facilities to the Charter School,
pursuant to the terms of five Lease Agreements, to be dated on or before August 1, 2016, which may include
amendments to existing lease agreements (individually, each a “Lease” or “Lease Agreement” and, collectively, the
“Leases” or the “Lease Agreements”), each by and between the Borrower and the Charter School. The Borrower’s
repayment obligation under the Loan Agreement will be evidenced by promissory notes executed by the Borrower
(the “Series 2016 Promissory Notes”) in favor of the Issuer and endorsed by the Issuer without recourse or warranty
to the order of the Trustee. The Borrower’s sole source of revenues for the repayment of the Series 2016 Bonds are
Lease Payments (as defined in the Leases) to be paid by the Charter School under the Lease Agreements for the
Participating Campuses. As described more fully herein, the Lease Payments under each Lease Agreement will be
equal to 115% of the annual debt service on the Series 2016 Bonds allocable to each Participating Campus under the
Lease Agreements; provided however, the Lease Payments paid pursuant to the Lease Agreement for the Euless
Campus will be fixed payments for the term of the Lease and such Lease Payments will exceed 115% of the annual
debt service on the Series 2016 Bonds initially allocable to the Euless Campus (ranging from approximately 134%
*
to 161%*
of such debt service). See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016
BONDS – Lease Agreements,” “BONDHOLDERS’ RISKS – Dependence on State Payments,” APPENDIX E-3 –
“SUBSTANTIALLY FINAL FORM OF SAMPLE LEASE AGREEMENT.”
The Borrower was formed for the purpose of, among other things, supporting the Charter School and other
charter schools and educational organizations located in various states, in order to (i) promote education by
developing school models, educational services, and products for the purposes of replicating the Harmony model;
(ii) facilitate charter school campus development projects, including designing, financing, and leasing the
developments; (iii) facilitate the attainment of higher education by providing college tuition assistance in the form of
scholarships and grants for charter school graduates; and (iv) foster and promote scientific advancement and
exploration by conducting and overseeing the operation of STEM education and science fairs, including the
International Sustainable World (Energy, Engineering, and Environment ) Project, a collaborative and competitive
integration science fair event open to high school students from around the world with a goal of creating a more
sustainable world for tomorrow.
The Borrower initially plans to use the excess Lease Payments (the additional fifteen percent (15%) above
the debt service due on the Series 2016 Bonds) paid to it by the Charter School pursuant to the Lease Agreements to
support its operations and to fund scholarships through grants to charter schools. The Borrower intends to develop
criteria for the award of such grants. The Borrower will accept applications from charter schools, which may
include the Charter School, for such scholarship grants (and any additional grants that may be developed). Each
charter school will be responsible for awarding the funds received through grants from the Borrower (either in
scholarship or other form) to individual student applicants based on such charter school’s criteria. See APPENDIX
A – “THE BORROWER AND THE CHARTER SCHOOL – THE BORROWER” for more detail regarding the
Borrower.
The Series 2016 Bonds are special limited obligations of the Issuer payable exclusively from the Trust
Estate pledged, assigned and mortgaged to the Trustee pursuant to the Indenture. The Trust Estate includes all
rights, title and interest of (i) the Issuer in and to the Loan Payments, the Loan Agreement and the Series 2016
Promissory Notes, (ii) the Borrower in and to the Leases, (ii) the Issuer and the Borrower in and to all moneys and
investments in the funds established under the Indenture (except the Rebate Fund and the Costs of Issuance Account
of the Project Fund), and (iv) the Deeds of Trust, granted by the Borrower to the Trustee. See “SECURITY AND
SOURCE OF PAYMENT FOR THE SERIES 2016 BONDS – INDENTURE” and APPENDIX E-1 –
“SUBSTANTIALLY FINAL FORM OF INDENTURE.”
Debt Service Reserve Fund
The Indenture creates a Debt Service Reserve Fund and the Borrower is required to make payments for
deposit therein to the extent that the balance therein is less than the Debt Service Reserve Fund Requirement. On
the date of issuance of the Series 2016 Bonds, proceeds of the Series 2016 Bonds in an amount equal to $______
will be deposited in the Tax-Exempt Bonds Account of the Debt Service Reserve Fund for the Series 2016A Bonds
and an amount equal to $______ will be deposited in the Taxable Bonds Account of the Debt Service Reserve Fund
*
Preliminary, subject to change.
3
for the Series 2016B Bonds. Moneys in the Debt Service Reserve Fund may be used for the payment of debt service
on the Series 2016A Bonds and the Series 2016B Bonds, as applicable, if moneys in the Debt Service Fund are
insufficient. Moneys in the Debt Service Reserve Fund may be applied to pay the final debt service payment upon
maturity of the Series 2016 Bonds.
There is no guarantee that the Debt Service Reserve Fund will be available to pay debt service on the Series
2016 Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS – Indenture –
Payments into the Debt Service Reserve Fund” herein and APPENDIX E-1 – “SUBSTANTIALLY FINAL FORM
OF INDENTURE.”
Participating Campus Projects (the Series 2016 Facilities)
The Participating Campuses consists of five charter school campuses: (i) a campus located on the north
side of Mapleshade Lane, west of Coit Road, and east of Ohio Drive in Plano, Texas (the “Plano Campus”); (ii) a
campus located at 9355 Betel Drive, El Paso, Texas 79907 (the “El Paso Campus”); (iii) a campus located at 701
South Industrial Boulevard, Euless, Texas 76040 (the “Euless Campus”); (iv) a campus located at 4611 South
Carrier Parkway, Grand Prairie, Texas 75052 (the “Grand Prairie Campus”); (v) a campus located at Eldridge Road,
south of West Airport Boulevard, in Sugar Land, Texas 77478 (the “Sugar Land Campus” and, together with the
Plano Campus, the El Paso Campus, the Euless Campus and the Grand Prairie Campus, the “Participating
Campuses”). The Participating Campuses and the educational facilities located thereon or to be constructed thereon
are referred to herein as the “Series 2016 Facilities.”
The Borrower currently owns the El Paso Campus and the Euless Campus and will use a portion of the
proceeds of the Loan to refinance outstanding obligations of the Borrower with respect to each. The Borrower will
use a portion of the proceeds of the Loan to expand and improve the current facilities located on these campuses as
described in more detail below. The Borrower will use the remaining portion of proceeds of the Bonds to acquire
the remaining Participating Campuses and construct charter school facilities thereon. See “BONDHOLDERS’
RISKS – Risks of Real Estate Development” and APPENDIX A – “THE BORROWER AND THE CHARTER
SCHOOL – THE BORROWER – THE SERIES 2016 FACILITIES” herein.
El Paso Campus Project
The El Paso Campus is currently owned by the Borrower and is leased to the Charter School. The charter
school facilities for the El Paso Campus are currently under construction and scheduled to be completed prior to the
2016-2017 school year. The Borrower will construct a new school for grades K-6 on the property and students in
those grades will be transferred from another, existing El Paso Charter School campus that is currently serving K-12
students. Lease Payments on the El Paso Campus under a new lease reflecting the terms of the Lease Agreements
will be executed by the Borrower and the Charter School upon the issuance of the Series 2016 Bonds, and Lease
Payments are scheduled to begin on June 1, 2016.
Euless Campus Project
The Euless Campus is currently owned by the Borrower and is leased to the Charter School. The existing
facilities include a school serving K-12 students. The Borrower will construct 17,900 additional square feet of
school facilities to accommodate additional students. The current lease between the Borrower and the Charter
School will be amended and the Borrower and the Charter School will enter into a Master Covenant Agreement (the
“Euless Master Covenant Agreement”) upon the issuance of the Series 2016 Bonds. The amendment and the Euless
Master Covenant Agreement will reflect the terms of the Lease Agreements, except that the Lease Payments paid
pursuant to the Lease Agreement for the Euless Campus will be fixed payments for the term of the Lease and such
Lease Payments will exceed 115% of the annual debt service on the Series 2016 Bonds initially allocable to the
Euless Campus (ranging from approximately 134%
*
to 161%*
of such debt service). Such Lease Payments are
scheduled to begin on June 1, 2016.
*
Preliminary, subject to change.
4
Grand Prairie Campus Project
The Grand Prairie Campus is currently vacant land and will be purchased by the Borrower on or before
August 1, 2016. The Lease Agreement for the Grand Prairie Campus between the Borrower and the Charter School
is expected to be executed at the time the Borrower purchases the land. The Borrower will construct a new school
for grades K-5 on the Grand Prairie Campus. Students in grades K-5 currently attending another Charter School
campus in the Dallas area serving grades K-12 will be transferred to the Grand Prairie Campus. The project on the
Grand Prairie Campus is expected to be complete before August 1, 2017. Lease Payments under the Lease
Agreement for the Grand Prairie Campus are expected to begin by August 1, 2017.
Plano Campus
The Plano Campus is currently vacant land and will be purchased by the Borrower on or before August 1,
2016. The Lease Agreement for the Plano Campus between the Borrower and the Charter School is expected to be
executed at the time the Borrower purchases the land. The Borrower will construct a new school for grades K-5 on
the Plano Campus. Students in grades K-5 currently attending another Charter School campus in the Dallas area
serving grades K-12 will be transferred to the Plano Campus. The project on the Plano Campus is expected to be
complete before August 1, 2017. Lease Payments under the Lease Agreement for the Plano Campus are expected to
begin by August 1, 2017.
Sugar Land Campus
The Sugar Land Campus is currently vacant land and will be purchased by the Borrower on or about the
date of issuance of the Series 2016 Bonds. The Lease Agreement for the Sugar Land Campus between the Borrower
and the Charter School is expected to be executed at the time the Borrower purchases the land. The Borrower will
construct a new school for grades 6-8 on the Sugar Land Campus. Students in grades 6-8 currently attending
another Charter School campus in the Sugar Land area serving grades 7-12 will be transferred to the Sugar Land
Campus. The project on the Sugar Land Campus is expected to be complete before August 1, 2017. Lease
Payments under the Lease Agreement for the Sugar Land Campus are expected to begin by August 1, 2017.
Lease Agreements
The El Paso Campus and the Euless Campus are currently leased by the Borrower to the Charter School.
Those leases will be amended and/or replaced and/or supplemented as necessary to conform those leases to the
terms of the Lease Agreements described herein. See “INTRODUCTION – Lease Agreements,” “SECURITY
AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS – Lease Agreements” and APPENDIX E-3 –
“SUBSTANTIALLY FINAL FORM OF SAMPLE LEASE AGREEMENT” herein. Lease Payments (as defined in
the Leases) for the El Paso Campus and the Euless Campus will begin on June 1, 2016.
The Indenture requires that, upon acquisition of the Sugar Land, Grand Prairie and Plano Campuses, the
Borrower will to enter into Lease Agreements with the Charter School for those Campuses which will provide for
Lease Payments (as defined in the Leases) to begin on or before August 1, 2017. There is no guarantee that the
Borrower will acquire these campuses or that the Charter School will enter into the Lease Agreements with respect
to these campuses. See “BONDHOLDERS’ RISKS – Expected Purchase and Lease of Participating Campuses”
herein.
The Lease Payments (defined below), consisting of Base Rent and Additional Rent (each as defined in the
Lease Agreements), under each Lease Agreement will be paid directly to the Trustee for deposit in the Revenue
Fund established under the Indenture. See “SECURITY AND SOURCE OF PAYMENT FOR THE BONDS –
Indenture—Flow of Funds-Revenue Fund.” Each Participating Campus will be allocated a proportionate share of
the principal amount of Series 2016 Bonds, which share may be updated from time to time based on various
circumstances set forth in the Indenture (the “Lease Allocable Portion”). The amount of the Base Rent to be paid by
the Charter School pursuant to each of the Lease Agreements will be equal to 115% of the Lease Allocable Portion
(the “Lease Payments”); provided however, the Lease Payments paid pursuant to the Lease Agreement for the
Euless Campus will be fixed payments for the term of the Lease and such Lease Payments will exceed 115% of the
annual debt service on the Series 2016 Bonds initially allocable to the Euless Campus (ranging from approximately
5
134%*
to 161%*
of such debt service). The Lease Payments, if paid as scheduled, together with capitalized interest,
will be sufficient to pay the principal of and interest on the Series 2016 Bonds. All of the Leases will be assigned to
the Trustee to secure all of the Series 2016 Bonds. Once Lease Payments are received by the Trustee into the
Revenue Fund, those Lease Payments will be applied in accordance with the Indenture, including making debt
service payments on the Series 2016 Bonds without regard to which Lease Agreement such Lease Payments were
paid pursuant to.
At the time of the issuance of the Series 2016 Bonds, the estimated Lease Allocable Portion for each
Campus is expected to be as follows:
LEASE ALLOCABLE PORTION
Participating
Campus
Total Lease
Allocable
Portion Series
2016A Bonds*
Total Lease
Allocable
Portion Series
2016A Bonds
(%)*
Total Lease
Allocable
Portion Series
2016B Bonds*
Total Lease
Allocable
Portion Series
2016B Bonds
(%)*
El Paso $6,445,000 14.89% $131,758 14.89%
Euless $8,705,000 20.11% $177,961 20.11%
Sugar Land $9,310,000 21.51% $190,329 21.51%
Grand Prairie $8,980,000 20.74% $183,583 20.74%
Plano $9,850,000 22.75% $201,369 22.75%
Total Lease
Allocable
Portion
$43,290,000 100.00% $885,000 100.00%
The Trustee will be authorized to enforce an individual Lease Agreement upon an event of default
thereunder. An event of default under a Lease Agreement is a default under the Indenture only as to the Lease
Allocable Portion attributable to the defaulted Lease Agreement. Under the Indenture, the Trustee is required to
give written notice the Issuer, the Borrower, the Charter School and the Holders of the Bonds in the case of a
payment default associated with a defaulted Lease Agreement setting forth the adjusted Lease Allocable Portion of
the Series 2016 Bonds for each non-defaulted Lease Agreement, which reallocation shall apply to the remaining
Lease Agreements during the pendency of the event of default until its rescission, annulment or termination. Any
proceeds obtained by the Trustee as a result of enforcement, and any proceeds required to be contributed by the
Borrower, will be applied to redeem the portion of the Series 2016 Bonds attributable to the defaulted Lease
Allocable Portion. If less than the amount required to redeem the applicable Lease Allocable Portion of the Series
2016 Bonds is received by the Trustee, the Trustee will reallocate the shortfall among the remaining Participating
Campuses. See “DESCRIPTION OF THE BONDS—Redemption of Series 2016 Bonds—Extraordinary Mandatory
Redemption Upon Default on Lease” herein.
The Borrower will lease each of the Participating Campuses to the Charter School for a term (each a “Lease
Term”) which runs until such time as (i) the Charter School exercises its right to purchase the Participating Campus,
(ii) the effective date of termination by the Borrower or the Trustee pursuant to the exercise of the rights of the
Borrower to terminate upon an Event of Default (as defined in the Leases), (iii) the Charter School has paid all
Lease Payments or other amounts required to be paid by the Charter School under the Leases, or (iv) the final
maturity of the Series 2016 Bonds. Each Lease provides that the Charter School shall be obligated to pay rent under
each Lease from Adjusted Revenues (defined below). Each Lease also contains certain covenants that the Charter
School is obligated to meet.
“Adjusted Revenues” means, for any period of calculation, the total of all operating and non-
operating revenues of the Charter School, including but not limited to State Revenues, federal and
local funds for school lunches and other food programs, special education, and transportation,
*
Preliminary, subject to change.
6
including accounts receivable and rights to receive the same plus investment and other income or
loss of the Charter School for such period; provided, however, that no determination thereof shall
take into account (a) any gains or losses resulting from the early extinguishment of Debt, the sale,
exchange or other disposition of property not in the ordinary course of business, or the reappraisal,
reevaluation or write-up of assets, or any other extraordinary gains or losses, (b) gifts, grants
(excluding grants from the State), bequests or donations and income thereon restricted as to use by
the donor or grantor for a purpose inconsistent with the payment of Lease Payments, (c) net
unrealized gain (losses) on investments and interest rate management agreements and (d) proceeds
of borrowing. Notwithstanding any provision in any Lease to the contrary, State Revenues
received by each of the Charter School’s campuses will be used in accordance with Section
12.107(a), Texas Education Code.
“Debt” means all:
(i) indebtedness incurred or assumed by the Charter School for borrowed money or
for the acquisition, construction or improvement of property other than goods that are
required in the ordinary course of business of the Charter School;
(ii) lease obligations of the Charter School that, in accordance with generally
accepted accounting principles, are shown on the liability side of a balance sheet;
(iii) all indebtedness (other than indebtedness otherwise treated as Debt under the
Lease) for borrowed money or the acquisition, construction or improvement of property or
capitalized lease obligations guaranteed, directly or indirectly, in any manner by the Charter
School, or in effect guaranteed, directly or indirectly, by the Charter School through an
agreement, contingent or otherwise, to purchase any such indebtedness or to advance or
supply funds for the payment or purchase of any such indebtedness or to purchase property or
services primarily for the purpose of enabling the debtor or seller to make payment of such
indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to or
in any other manner invest in the debtor (including any agreement to pay for property or
services irrespective of whether or not such property is delivered or such services are
rendered), or otherwise; and
(iv) all indebtedness secured by any mortgage, lien, charge, encumbrance, pledge or
other security interest upon property owned by the Charter School whether or not the Charter
School has assumed or become liable for the payment thereof.
For the purpose of computing the “Debt,” there shall be excluded any particular Debt if, upon
or prior to the maturity thereof, there shall have been deposited with the proper depository in
trust the necessary funds (or evidences of such Debt or investments that will provide
sufficient funds, if permitted by the instrument creating such Debt) for the payment,
redemption or satisfaction of such Debt; and thereafter such funds, evidences of Debt and
investments so deposited shall not be included in any computation of the assets of the Charter
School, and the income from any such deposits shall not be included in the calculation of
Adjusted Revenues.
“State Revenues” means for any period of time for which calculated, the total of all moneys
received by the Charter School from the State of Texas for all its charter school operations during
such period.
See – “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS – Lease Agreements,”
“BONDHOLDERS’ RISKS – Dependence on State Payments,” and “APPENDIX E-3 – “SUBSTANTIALLY
FINAL FORM OF SAMPLE LEASE AGREEMENT.”
7
Senior Pledge of the Charter School’s Adjusted Revenues
The Charter School has previously pledged all of its Adjusted Revenues to secure Master Notes in the
approximate aggregate outstanding principal amount of $330,557,004, issued under the Master Indenture of
Trust dated as of May 1, 2007 (as amended and supplemented, the “Master Indenture”) between the Charter
School and Regions Bank, Houston, Texas as master trustee (the “Master Trustee”) which notes secure the
following: (i) Arlington Higher Education Finance Corporation $106,745,000 Education Revenue Refunding
Bonds (Harmony Public Schools) Series 2015, (ii) Texas Public Finance Authority Charter School Finance
Corporation $8,880,000 Taxable Education Revenue Bonds (Harmony Public Schools) Series 2014Q
(Qualified School Construction Bonds – Direct Pay) and Taxable Education Revenue Bonds (Harmony Public
Schools) Series 2014B, (iii) City of Houston Higher Education Finance Corporation $101,555,000 Education
Revenue and Refunding Bonds (Harmony Public Schools) Series 2014A, (iv) City of Houston Higher
Education Finance Corporation $31,350,000 Education Revenue Bonds (Cosmos Foundation, Inc.) Series
2012A, (v) City of Houston Higher Education Finance Corporation $58,930,000 Education Revenue Bonds
(Cosmos Foundation, Inc.), Series 2011A and $5,085,000 Taxable Education Revenue Bonds (Cosmos
Foundation, Inc.), Series 2011Q (Qualified School Construction Bonds – Direct Pay), (vi) $39,910,000 Texas
Public Finance Authority Charter School Finance Corporation Taxable Education Revenue Bonds (Cosmos
Foundation, Inc.), Series 2010Q (Qualified School Construction Bonds – Direct Pay), (vii) a bridge loan
outstanding in the amount of approximately $29,125,336, (viii) a promissory note outstanding in the amount
of $1,016,668 and (ix) an equipment note outstanding in the amount of $500,000 (collectively with any
additional obligations secured under the Master Indenture, the “Master Notes”). In an Event of Default
under the Master Indenture, the Master Trustee is authorized to pay all debt service on the obligations
outstanding under the Master Indenture prior to the Charter School receiving any Adjusted Revenues. In
addition, the Charter School is authorized to issue additional Master Notes under the Master Indenture
under certain circumstances. The Charter School anticipates incurring additional indebtedness secured by
its Adjusted Revenues in the form of Master Notes in 2016 in the approximate amount of $55,000,000. There
is no guarantee that, during any event of default under the Master Indenture, there would be sufficient
Adjusted Revenues available to the Charter School to make Lease Payments under the Lease Agreements.
See “BONDHOLDERS’ RISKS – The Charter School’s Past and Future Pledge of Adjusted Revenues to
Other Indebtedness,” “– Incurrence of Additional Indebtedness – Lease Agreements,” and “– Future Plans of
the Charter School” herein.
Certain Covenants of Borrower
In the Loan Agreement, the Borrower has made various covenants for the benefit of Bondholders,
including:
Liquidity. The Borrower has covenanted to accumulate funds a fund balance equivalent to 30 days’
budgeted expenses (the “Required Liquidity Level”) within thirty-six (36) months of the Closing Date for the Series
2016 Bonds. Such amount shall be based upon the based upon the audited financial results of the Borrower on an
annual basis. Failure to maintain the Required Liquidity Level is not be an Event of Default. However, the
Borrower has agreed to restore the amount of any deficit within twenty-four (24) months of the audit indicating such
shortfall.
Additional Indebtedness. So long as the Borrower is not in default under any Bond Document, the
Borrower reserves the right to incur indebtedness in any manner, including the issuance of bonds or bank loans;
provided, however, that no such additional borrowing shall ever (i) encumber collateral contained in the Trust
Estate, (ii) enjoy a priority in payment before that of the Notes or Series 2016 Bonds, or (iii) have a lien upon any of
the Participating Campuses.
Financial Reports. The Borrower shall cause an annual audit of its books and accounts to be made by
independent certified public accountants and delivered to it within 180 days after the end of each Fiscal Year of the
Borrower. At the same time said audit report is delivered to the Borrower, the Borrower shall deliver to the Trustee
a copy thereof, a copy of the management letter of such accountants and a certificate signed by an Authorized
Representative of the Borrower stating that such person has reviewed the obligations of the Borrower under the
8
Loan Agreement, the Deeds of Trust, the Notes and the Indenture and the performance of the Borrower thereunder,
and has consulted with such officers and employees of the Borrower as deemed appropriate and necessary for the
purpose of delivering such certificate, and based on such review and consultation, no Event of Default and no event
which, with the giving of notice or the passage of time or both, would constitute an Event of Default has occurred
and is continuing under the aforementioned documents. The Trustee shall have no duty to examine or independently
verify any such audit reports or the matters described in any such certificate other than to examine the certificate for
compliance with the required statements therein, and shall have no duty to furnish such audits to any third party.
No Modifications to Lease Agreements. The Borrower has covenanted not to permit any modification of or
amendment to any provision of the Leases Agreements relating to the payment of Lease Payments by the Charter
School or to any other provision thereof that would have the effect of reducing, altering or modifying the Charter
School’s obligations to pay Lease Payments, or would materially minimize, reduce or lessen the rights of the
Borrower after an Event of Default in the payment of Lease Payments or would materially and adversely affect the
security provided for the payment of the Series 2016 Bonds, and no such modification or amendment to the Lease
Agreements shall be permitted while the Series 2016 Bonds remain Outstanding
Additional covenants of the Borrower contained in the Loan Agreement more fully described under
“SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS – Loan Agreement – Covenants
of the Borrower” and in APPENDIX E-2 – “SUBSTANTIALLY FINAL FORM OF LOAN AGREEMENT.”
Forward-Looking Statements
This Official Statement contains certain statements that are “forward-looking” statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 2IE of the Securities Exchange Act of 1934, both
as amended. All statements other than statements of historical facts included in this Official Statement, including
without limitation statements that use terminology such as “estimate,” “expect,” “intend,” “anticipate,” “believe,”
“may,” “will,” “continue” and similar expressions, are forward-looking statements. These forward-looking
statements include, among other things, the discussions related to the Borrower’s operation of the Series 2016
Facilities and expectations regarding student enrollment, future operations, revenues, capital resources and
expenditures for capital projects. Although the Borrower believes that the assumptions upon which the forward-
looking statements contained in this Official Statement are based are reasonable, any of the assumptions could prove
to be inaccurate and, as a result, the forward-looking statements based on those assumptions also could be incorrect.
All phases of the operations of the Borrower involve risks and uncertainties, many of which are outside the control
of the Borrower and any one of which, or a combination of which, could materially affect the results of the
Borrower’s operations and whether the forward-looking statements ultimately prove to be correct. Factors that
could cause actual results to differ from those expected include, but are not limited to, general economic conditions
such as inflation and interest rates, both nationally and in the area of the states where the Series 2016 Facilities are
located; changes in general business regulation that could adversely impact the Borrower’s operations; unanticipated
delays in completion of the Series 2016 Facilities and/or unanticipated cost overruns; the willingness of the
applicable state to fund charter school operations at present or increased levels; competitive conditions within the
Charter School’s market, including the acceptance of the education services offered by the Charter School; lower
enrollments than projected; unanticipated expenses; the capabilities of the Charter School’s management; changes in
government regulation of the education industry or in the applicable state charter school statute; future claims for
accidents or other torts at the Series 2016 Facilities and the extent of insurance coverage for such claims; and other
risks discussed in this Official Statement. Important factors that could cause actual results to differ materially from
the Borrower’s and/or the Charter School’s expectations (“cautionary statements”) are disclosed in this Official
Statement including in conjunction with the forward-looking statements included in this Official Statement, under
“BONDHOLDERS’ RISKS” and in APPENDIX A – “THE BORROWER AND THE CHARTER SCHOOL,” and
APPENDIX D – “AUDITED FINANCIALS FY 2015, 2014 AND 2013.”
NO REPRESENTATION OR ASSURANCE CAN BE GIVEN THAT THE BORROWER WILL
REALIZE REVENUES IN AMOUNTS SUFFICIENT TO MAKE THE REQUIRED PAYMENTS UNDER THE
LOAN AGREEMENT. THE REALIZATION OF FUTURE REVENUES IS DEPENDENT UPON, AMONG
OTHER THINGS, THE MATTERS DESCRIBED IN THE FOREGOING PARAGRAPH AND FUTURE
CHANGES IN ECONOMIC AND OTHER CONDITIONS THAT ARE UNPREDICTABLE AND CANNOT BE
DETERMINED AT THIS TIME. SEE “BONDHOLDERS’ RISKS” HEREIN. THE UNDERWRITER MAKES
9
NO REPRESENTATION AS TO THE ACCURACY OF THE PROJECTIONS CONTAINED HEREIN OR AS
TO THE ASSUMPTIONS ON WHICH THE PROJECTIONS ARE BASED.
Miscellaneous
This Official Statement (including the Appendices hereto) contains descriptions of, among other matters,
the Indenture, the Loan Agreement, the Deed of Trust, the Issuer, the Borrower, the Series 2016 Facilities and the
Series 2016 Bonds. Such descriptions and information do not purport to be comprehensive or definitive. All
references to documents described herein are qualified in their entirety by reference to such documents, copies of
which are available for inspection at the designated corporate trust office of the Trustee.
Bondholders’ Risks
Certain risks associated with an investment in the Series 2016 Bonds are discussed under
“BONDHOLDERS’ RISKS” below.
ISSUER
The Issuer is an Arizona nonprofit corporation designated a political subdivision of the State incorporated
with the approval of the County of La Paz, Arizona (the “County”), pursuant to the provisions of the Constitution of
the State and the Industrial Development Financing Act, Title 35, Chapter 5, Articles 1 through 5, Arizona Revised
Statutes, as amended (Sections 35-701 through 35-761, inclusive) (the “Act”). The Issuer is governed by a Board of
Directors, presently consisting of seven members who are appointed by the Board of Supervisors of the County.
The Issuer has assets and may obtain additional assets in the future. However, such assets are not pledged
to secure payment of the Series 2016 Bonds, and the Issuer has no obligation or expectation of making such assets
subject to the lien of the Indenture. The Issuer has no taxing power and no source of funds for payment of the Series
2016 Bonds other than the Trust Estate established under the Indenture. The Issuer does not have the power to
pledge its general credit or to pledge the general credit or taxing power of the State or of any political subdivision
thereof, including, but not limited to, the County.
Pursuant to the Act, the Issuer is empowered to issue its bonds to provide funds for financing the costs of
the construction, rehabilitation, equipping and improvement of a “project,” as defined in the Act, including the
Series 2016 Project.
Under the financing contemplated hereby, the Issuer has no obligations with respect to this financing after
the issuance of the Bonds.
The Issuer does not and will not in the future monitor the financial condition of the Borrower or the use of
the Series 2016 Facilities in connection with the operation of the Charter School, or otherwise monitor payment of
the Series 2016 Bonds or compliance with the documents relating thereto. The responsibility for the use of the
Series 2016 Facilities in connection with the operation of the Charter School rests entirely with the Borrower and the
Charter School and not with the Issuer. The Issuer will rely entirely upon the Trustee and the Borrower to carry out
their responsibilities under the Loan Agreement and with respect to the Charter School and the Series 2016
Facilities. Under the financing contemplated hereby, the Issuer has no material obligations with respect to this
financing, the Series 2016 Bonds or the Series 2016 Project after the issuance of the Series 2016 Bonds since the
Trustee will have primary responsibility to enforce compliance with the Indenture, the Loan Agreement and the
Deed of Trust.
The Issuer has determined that financial or operating data concerning the Issuer is not material to any
decision to purchase, hold or sell the Series 2016 Bonds, and the Issuer will not provide any such information. The
Series 2016 Bonds are special limited obligations of the Issuer. No recourse may be had for the payment of the
principal of, or premium, if any, or interest of the Series 2016 Bonds or for any claim based thereon or upon any
obligation, covenant or agreement in the Indenture or the Loan Agreement against any past, present or future officer,
director, counsel, financial advisor, or agent of the Issuer, or of any successor to the Issuer, under any rule of law or
equity, statute, or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability
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of any such officers, directors, counsel, financial advisor or agent, as such has been expressly waived as a condition
of and in consideration for the execution of the Indenture and the issuance of the Series 2016 Bonds.
None of the Issuer, its employees or its independent contractors has furnished, reviewed, investigated or
verified the information contained in this Official Statement other than the information contained in this section and
under the caption “LITIGATION” as it relates to the Issuer. The Issuer has not, and will not, undertake any
responsibilities to provide continuing disclosure with respect to the Series 2016 Bonds or the security therefor, and
the Issuer will have no liability to holders of the Series 2016 Bonds with respect to any such disclosure.
THE SERIES 2016 BONDS, THE PRINCIPAL OF AND THE INTEREST THEREON ARE SPECIAL
LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM THE REVENUES AND ASSETS OF
THE ISSUER PLEDGED UNDER THE INDENTURE AND THE TRUST ACCOUNT AGREEMENT AND
FROM NO OTHER REVENUES OR ASSETS OF THE ISSUER. THE SERIES 2016 BONDS, THE PRINCIPAL
OF AND THE INTEREST THEREON DO NOT CONSTITUTE AN INDEBTEDNESS OR OBLIGATION OF
THE COUNTY OR THE STATE, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF
THE COUNTY OR THE STATE IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST
ON THE BONDS. THE ISSUER HAS NO TAXING POWER.
BORROWER
Charter School Solutions (the “Borrower”) is a Texas nonprofit corporation organized on April 10, 2015.
The Borrower has been determined by the Internal Revenue Service to be an organization described in Section
501(c)(3) of the Code. Pursuant to the Loan Agreement, the Issuer will loan the proceeds of the Series 2016 Bonds
to the Borrower. The Borrower will use a portion of the proceeds of the Series 2016 Bonds to acquire and improve
the Series 2016 Facilities, and, pursuant to the Lease Agreements will lease the Series 2016 Facilities to the Charter
School as described herein. The Borrower’s sole expected source of revenue will be the Lease Payments (defined in
the Lease Agreements) it receives from the Charter School pursuant to the Lease Agreements. See “SECURITY
FOR THE SERIES 2016 BONDS,” APPENDIX A – “THE BORROWER AND THE CHARTER SCHOOL – THE
CHARTER SCHOOL.”
The Borrower was formed for the purpose of, among other things, supporting the Charter School and other
charter schools and educational organizations located in various states, in order to (i) promote education by
developing school models, educational services, and products for the purposes of replicating the Harmony model;
(ii) facilitate charter school campus development projects, including designing, financing, and leasing the
developments; (iii) facilitate the attainment of higher education by providing college tuition assistance in the form of
scholarships and grants for charter school graduates; and (iv) foster and promote scientific advancement and
exploration by conducting and overseeing the operation of STEM education and science fairs, including the
International Sustainable World (Energy, Engineering, and Environment ) Project, a collaborative and competitive
integration science fair event open to high school students from around the world with a goal of creating a more
sustainable world for tomorrow.
The Borrower initially plans to use the excess Lease Payments (the additional fifteen percent (15%) above
the debt service due on the Series 2016 Bonds) paid to it by the Charter School pursuant to the Lease Agreements to
support its operations and to fund scholarships through grants to charter schools. The Borrower intends to develop
criteria for the award of such grants. The Borrower will accept applications from charter schools, which may
include the Charter School, for such scholarship grants (and any additional grants that may be developed). Each
charter school will be responsible for awarding the funds received through grants from the Borrower (either in
scholarship or other form) to individual student applicants based on such charter school’s criteria..
THE CHARTER SCHOOL
Harmony Public Schools (“Harmony” or the “Charter School”) is a Texas non-profit corporation which
was incorporated in 1999 and is an organization described under Section 501(c)(3) of the Code. The Charter School
is governed by a 6-member Board of Directors. The Charter School currently operates forty-six open-enrollment
charter schools throughout Texas throughout the State and plans to begin operations at one additional campus in the
Fall of 2016 and two additional campuses in the Fall of 2017 (collectively, the “Harmony Schools”). See
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APPENDIX A – “BORROWER AND THE CHARTER SCHOOL – THE CHARTER SCHOOL – TABLE 1” for
detailed information regarding the Harmony Schools, including the locations, grades serves and campus enrollment
for each. The Charter School operates, or plans to operate, the Harmony Schools (including those to be operated at
certain of the Participating Campuses that are not currently in operation) pursuant to seven open-enrollment charter
contracts between Harmony and the Texas Education Agency (the “TEA”) under Chapter 12 of the Texas Education
Code, Section 12.001 et seq. (the “Texas Charter Schools Act”).
For more information regarding the Charter School and the Harmony Schools, see generally APPENDIX A
– “THE BORROWER AND THE CHARTER SCHOOL – THE CHARTER SCHOOL.”
DESCRIPTION OF THE SERIES 2016 BONDS
Interest; Maturity; Payment
The Series 2016 Bonds will be issued as fully registered bonds in denominations of $100,000 and any
integral multiple of $5,000 (“Authorized Denominations”) in excess thereof, and will initially be registered in the
name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York
(“DTC”). THE SERIES 2016 BONDS ARE BEING OFFERED ONLY TO INSTITUTIONAL “ACCREDITED
INVESTORS” AS DEFINED IN RULE 501 OF THE SECURITIES ACT OF 1933. Purchases of the Series 2016
Bonds will be made in book-entry form only. See APPENDIX H – “BOOK-ENTRY ONLY SYSTEM.” The
Series 2016 Bonds will mature on the dates and in the amounts set forth on the inside cover of this Official
Statement, subject to redemption prior to maturity, and will bear interest until paid at the rates shown on the inside
cover page of this Official Statement, payable on each August 15 and February 15 (each an “Interest Payment
Date”), commencing August 15, 2016*
. Interest on the Series 2016 Bonds is computed on the basis of a 360-day
year comprised of twelve 30-day months.
The principal of, interest on and premium, if any, on the Series 2016 Bonds shall be payable when due by
wire of the Trustee to The Depository Trust Company, New York, New York (“DTC”), which will in turn remit
such principal, interest and premium, if any, to Participants (as defined in Appendix H hereto), which Participants
will in turn remit such principal, interest and premium, if any, to the Beneficial Owners (as defined in Appendix G
hereto) of the Series 2016 Bonds as described herein. See APPENDIX H – “BOOK-ENTRY ONLY SYSTEM.”
In the event the Series 2016 Bonds are not registered in the name of Cede & Co., as nominee of DTC, or
another eligible depository as described below, the principal of and premium, if any, on each Series 2016 Bond will
be payable only at the designated corporate trust office of the Trustee, as described in the Indenture. Payment of
interest on the Series 2016 Bonds will be paid by check or draft mailed on each Interest Payment Date by the
Trustee to the Registered Owners of record appearing on the registration books kept by the Trustee as of the
applicable Regular Record Date preceding each Interest Payment Date, or upon written request, as provided in the
Indenture, of any Registered Owner of at least $1,000,000 in aggregate principal amount of Series 2016 Bonds
Outstanding, by wire transfer on each Interest Payment Date to the account designated by such registered owner to
the Trustee in writing at least ten Business Days prior to the Regular Record Date for any interest payment. Any
such interest not timely paid or provided for shall be payable at the close of business on a Special Record Date.
The Registered Owner of any Series 2016 Bond will be the person or persons in whose name, or names, a
Series 2016 Bond is registered on the registration books kept for that purpose by the Trustee in accordance with the
terms of the Indenture.
Redemption of Series 2016 Bonds Prior to Maturity
Optional Redemption*
The Series 2016A Bond maturing on or after ____________ are subject to optional redemption prior to
scheduled maturity, in whole or in part, on ___________ or any date thereafter, at the option of the Borrower, at a
price of par plus interest accrued thereon to the redemption date, upon written notice of the exercise of the option to
*
Preliminary, subject to change.
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redeem Bonds delivered to the Trustee by the Borrower not later than the forty-fifth (45th) day prior to the date of
redemption.
The Series 2016B Bonds are not subject to optional redemption prior to maturity.
Mandatory Sinking Fund Redemption*
The Series 2016A Bonds maturing February 15, 20__, are subject to mandatory sinking fund redemption at
a redemption price equal to 100% of the principal amount thereof plus accrued interest to the redemption date from
amounts on deposit in the Debt Service Fund on the redemption dates and in the principal amounts as follows:
Series 2016A Term Bond Maturing
February 15, 20__
Year Ending
July 1 Amount
The Series 2016A Bonds maturing February 15, 20__, are subject to mandatory sinking fund redemption at
a redemption price equal to 100% of the principal amount thereof plus accrued interest to the redemption date from
amounts on deposit in the Debt Service Fund on the redemption dates and in the principal amounts as follows:
Series 2016A Term Bond Maturing
February 15, 20__
Year Ending
July 1 Amount
The Series 2016A Bonds maturing February 15, 20__, are subject to mandatory sinking fund redemption at
a redemption price equal to 100% of the principal amount thereof plus accrued interest to the redemption date from
amounts on deposit in the Debt Service Fund on the redemption dates and in the principal amounts as follows:
Series 2016A Term Bond Maturing
February 15, 20__
Year Ending
July 1 Amount
The Series 2016A Bonds maturing February 15, 20__, are subject to mandatory sinking fund redemption at
a redemption price equal to 100% of the principal amount thereof plus accrued interest to the redemption date from
amounts on deposit in the Debt Service Fund on the redemption dates and in the principal amounts as follows:
Series 2016A Term Bond Maturing
February 15, 20__
Year Ending
July 1 Amount
*
Preliminary, subject to change.
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The principal amount of the Series 2016 Bonds required to be redeemed pursuant to the operation of such
mandatory redemptions shall be reduced by the principal amount of any Bonds of the same series and maturity date
which, at least forty-five (45) days prior to the mandatory sinking fund redemption date (i) shall have been
purchased and delivered to the Trustee for cancellation, (ii) shall have been purchased and canceled by the Trustee
with funds furnished for such purpose, in each case at a purchase price not exceeding the principal amount of such
Bonds plus accrued interest to the date of purchase thereof or (iii) shall have been redeemed pursuant to the optional
redemption provision described above.
Extraordinary Optional Redemption
Each proportionate share of the Outstanding Series 2016 Bonds that corresponds to the principal amount of
the Outstanding Bonds allocable to each Participating Campus (the “Lease Allocable Portion”) of the Series 2016
Bonds is subject to extraordinary redemption, at the option of the Borrower, at a redemption price of par plus
interest accrued thereon to the redemption date, without premium, on any date, in the event the Participating
Campus is damaged, destroyed or condemned or threatened to be condemned, (i) in whole, if the Participating
Campus is not reconstructed, repaired or replaced upon the change or destruction thereof, from insurance or
condemnation proceeds transferred from the applicable account of the Project Fund to the Debt Service Fund which,
together with an amount required to be paid by the Borrower pursuant to the Loan Agreement, will be sufficient to
pay the Bonds in full, or (ii) in part, after reconstruction, repair or replacement of the Participating Campus in
accordance with the terms of the Loan Agreement, from excess insurance or condemnation proceeds transferred
from the applicable account of the Project Fund to the Debt Service Fund for such purpose.
Mandatory Redemption Upon Determination of Taxability
The Series 2016A Bonds are subject to mandatory redemption in whole prior to maturity on a date selected
by the Borrower which is not more than one hundred twenty (120) days following receipt by the Trustee of written
notice of the occurrence of a Determination of Taxability at a redemption price equal to 103% of the principal
amount thereof plus interest to the redemption date.
“Determination of Taxability” means a determination that the interest income on any of the Series 2016A
Bonds does not qualify as interest excluded from gross income of the recipient thereof for the purpose of federal
income taxation (“exempt interest”) under Section 103 of the Code (in the case of a private activity bond, for a
reason other than that a registered owner is or a former registered owner was a substantial user within the meaning
of Section 147 of the Code), which determination shall be deemed to have been made upon the first to occur of any
of the following: (a) the date on which the Trustee is notified that an opinion of counsel is unable to be delivered to
the effect that the interest on the Series 2016A Bonds qualifies as such exempt interest; or (b) the date on which the
Trustee is notified by or on behalf of the Issuer that a change in law or regulation has become effective or that the
Internal Revenue Service has issued any public or private ruling, technical advice memorandum or any other written
communication or that there has occurred a ruling or decision of a court of competent jurisdiction with or to the
effect that the interest income on any of the Series 2016A Bonds does not qualify as such exempt interest; or (c) the
date on which the Borrower shall receive notice from the Trustee in writing that the Trustee has been notified by the
Internal Revenue Service, or has been advised by the Issuer, the Borrower or any owner or former owner of a Series
2016A Bond that the Internal Revenue Service has issued a notice of deficiency or similar notice which asserts that
the interest on any of the Series 2016A Bonds does not qualify as such exempt interest.
Extraordinary Mandatory Redemption Upon Default on Lease
Each Lease Allocable Portion of the Series 2016 Bonds is subject to extraordinary mandatory redemption at
any time prior to maturity in whole, within forty-five (45) days following the realization by the Trustee on all
security and collateral granted by the Borrower in the applicable defaulted Lease Agreement. The Series 2016
Bonds to be so redeemed shall be redeemed in an amount equal to (a) the greater of (i) the funds realized by the
Trustee after pursuing all remedies under the applicable Lease, including liquidating all real and personal property
subject to the related Deed of Trust, plus any additional cash contribution of the Borrower; provided, however, that
such contribution may not cause the fund balance of the Borrower to be reduced below the Borrower’s Required
Liquidity Level (as defined above) (the “Default Proceeds”) or (ii) the quotient, expressed as a percentage, obtained
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by dividing (A) the Default Proceeds by (B) the principal amount of the defaulted Lease Allocable Portion of the
Series 2016 Bonds to be redeemed plus (b) accrued interest to the redemption date (the “Default Redemption
Proceeds”). The Trustee shall redeem only that portion of each maturity of the Series 2016 Bonds that represents
the quotient obtained by dividing the principal amount of the Default Redemption Proceeds by the total Outstanding
principal amount of the Series 2016 Bonds. The Series 2016 Bonds to be redeemed shall be selected as described
below. Notwithstanding any other provision in the Indenture to the contrary, if the Default Redemption Proceeds
are less than the defaulted Lease Allocable Portion, then, after the redemption of the relevant portion of the Series
2016 Bonds: (i) the event of default shall be deemed cured; (ii) all obligations of the Issuer, the Trustee and the
Borrower with respect to such redeemed Series 2016 Bonds shall be deemed to have been discharged and satisfied,
and (iii) the Trustee shall send notice to the Charter School setting forth the adjusted Lease Allocable Portion of the
Bonds for each Participating Campus after such redemption. Upon payment and/or cancellation of a defaulted Lease
Allocable Portion of the Series 2016 Bonds, the Issuer shall execute and the Trustee shall authenticate a new Series
2016 Bond or Series 2016 Bonds in a principal amount equal to the Outstanding principal amount of the Series 2016
Bonds and maturity, less the principal amount of the defaulted Lease Allocable Portion thereof so paid and/or
cancelled.
Mandatory Redemption With Excess or Unused Proceeds
The Series 2016 Bonds shall be subject to redemption in whole or in part prior to maturity as a result of a
deposit of amounts transferred from the Project Fund to the Debt Service Fund (as defined in the Indenture) as
excess proceeds upon completion of the Series 2016 Facilities and any unused proceeds remaining if the Borrower
fails to complete any portion of the Series 2016 Facilities within forty-five (45) days of such deposit at a redemption
price equal to the unpaid principal amount of the Series 2016 Bonds being redeemed, without premium, plus accrued
interest to the redemption date. Prior to the date set for redemption, the Trustee shall provide the Borrower with a
calculation of Lease Allocable Portion for each Participating Campus, adjusted to reflect such redemption. Such
adjusted payments shall commence on the next following Lease Payment date (as defined in each Lease).
Method of Selecting Series 2016 Bonds
If less than all of the Series 2016 Bonds of a particular stated maturity are called for redemption, the
particular Series 2016 Bonds or portions thereof to be redeemed shall be redeemed by the Trustee in accordance
with the written direction of the Borrower; provided, however, that portions of Series 2016 Bonds shall be redeemed
in Authorized Denominations and that no redemption shall result in a Series 2016 Bond being held in less than an
Authorized Denomination, and provided further that if the Borrower fails to give such written direction, such Series
2016 Bonds shall be selected by the Trustee, by lot, using such method of selection as the Trustee shall consider
proper in its discretion.
Notices of Redemption
Not less than thirty (30) days prior to any redemption date, but not more than sixty (60) days prior to any
redemption date, the Trustee shall cause notice of the call for any redemption identifying the Series 2016 Bonds or
portions thereof to be redeemed to be given in the name of the Issuer by first class mail, postage prepaid, to the
holders of each Series 2016 Bond to be redeemed at the address shown on the Bond Register on the date such
notices are mailed. Any notice shall be conclusively presumed to have been duly given, irrespective of whether
received.
Each notice of redemption shall state at a minimum, the complete official name of the issue, including
series designation, CUSIP number, amounts called of each stated maturity (for partial calls), date of the notice, the
date of issue, interest rate, maturity date of the Series 2016 Bonds called for redemption, the redemption date, the
redemption price, the place or places of redemption, and appropriate address or addresses with name of contact
person and telephone number. Unless moneys sufficient to pay the principal of and premium, if any, and interest on
the Series 2016 Bonds to be redeemed shall have been received by the Trustee prior to the giving of such notice of
redemption, such notice shall state that said redemption shall be conditional upon the receipt of such moneys by the
Trustee on or prior to the date fixed for such redemption. If sufficient moneys are not received, such notice shall be
of no force and effect, the Issuer shall not redeem such Series 2016 Bonds and the Trustee shall give notice, in the
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Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona
Harmony Schools of Texas apply for $44 million bond in La Paz County, Arizona

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  • 1. ThisPreliminaryOfficialStatementandtheinformationcontainedhereinaresubjecttocompletionoramendment.ThesesecuritiesmaynotbesoldnormayofferstobuybeacceptedpriortothetimetheOfficialStatementisdeliveredinfinal form.UndernocircumstancesshallthisPreliminaryOfficialStatementconstituteanoffertosellorasolicitationofanoffertobuynorshalltherebeanysaleofthesesecuritiesinanyjurisdictioninwhichsuchoffer,solicitationorsalewould beunlawfulpriortoregistrationorqualificationunderthesecuritieslawsofanysuchjurisdiction. PRELIMINARY OFFICIAL STATEMENT DATED April 13, 2016 NEW ISSUE–BOOK-ENTRY SYSTEM RATING: S&P “BBB” (See “RATING” herein) In the opinion of Andrews Kurth LLP, Bond Counsel, under existing laws, regulations, rulings and judicial decisions and assuming continuing compliance with certain covenants, interest on the Series 2016A Bonds is excluded from gross income for federal income tax purposes and is not included in the federal alternative minimum taxable income of individuals. For a discussion of Bond Counsel’s opinion, including the alternative minimum tax consequences for corporations, see “TAX MATTERS” herein. Interest on the Series 2016B Bonds is not excluded from gross income. $44,175,000* THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF LA PAZ, ARIZONA EDUCATION FACILITY LEASE REVENUE BONDS (CHARTER SCHOOL SOLUTIONS—HARMONY PUBLIC SCHOOLS PROJECT) $43,290,000* SERIES 2016A $885,000* TAXABLE SERIES 2016B Dated: Date of Delivery Due: As shown on the inside front cover The Industrial Development Authority of the County of La Paz, Arizona (the “Issuer”), a nonprofit corporation designated as a political subdivision of the State of Arizona (the “State”), is issuing its Education Facility Lease Revenue Bonds (Charter School Solutions—Harmony Public Schools Project), Series 2016A, in the aggregate principal amount of $43,290,000* (the “Series 2016A Bonds”) and its Education Facility Lease Revenue Bonds (Charter School Solutions—Harmony Public Schools Project), Taxable Series 2016B, in the aggregate principal amount of $885,000* (the “Series 2016B Bonds” and together with the Series 2016A Bonds, the “Series 2016 Bonds” or the “Bonds”) pursuant to a Trust Indenture and Security Agreement, dated as of May 1, 2016, (the “Indenture”), between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”). The proceeds of the Series 2016 Bonds will be used to make a loan to Charter School Solutions, a Texas nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Borrower”), pursuant to a Loan Agreement, dated as of May 1, 2016 (the “Loan Agreement”), between the Borrower and the Issuer, and used to: (i) finance or refinance the costs of the acquisition of certain land and the construction, acquisition, equipping and improving of the Participating Campuses (defined herein) (the “Series 2016 Facilities”) to be leased to Harmony Public Schools (the “Charter School”), a Texas nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”), (ii) fund a debt service reserve fund; (iii) pay capitalized interest on the Series 2016 Bonds; and (iv) pay certain issuance expenses (collectively, the “Series 2016 Project”). The Borrower will lease the Series 2016 Facilities to the Charter School, pursuant to the terms of five Lease Agreements to be dated on or before August 15, 2016, which may include amendments to existing lease agreements (individually, each a “Lease” or “Lease Agreement” and, collectively, the “Leases” or the “Lease Agreements”), each by and between the Borrower and the Charter School. The Series 2016 Bonds will be payable from the moneys held for the payment thereof by the Trustee under the Indenture, including amounts held in a debt service reserve fund and other funds held by the Trustee and Loan Payments (defined herein) to be made by the Borrower under the Loan Agreement. The only amounts pledged by the Borrower to make the Loan Payments will be payments under the Lease Agreements (the “Lease Payments”). The Series 2016 Bonds will be secured by an assignment and pledge of all payments received by the Trustee pursuant to the Lease Agreements, the Loan Agreement, and the Indenture (the “Revenues”) and the Deeds of Trust (defined herein). Under the Loan Agreement and the promissory notes given pursuant thereto, the Borrower will be required to make Loan Payments from the Revenues in amounts sufficient to pay debt service on the Series 2016 Bonds, plus certain other payments. See “DESCRIPTION OF THE SERIES 2016 BONDS” and “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS” herein. Interest on the Series 2016 Bonds will accrue from the date of delivery thereof and will be payable semi-annually on each August 15 and February 15, commencing August 15, 2016*. The Series 2016 Bonds will be issued as fully registered bonds in denominations of $100,000 and any integral multiple of $5,000 in excess thereof, and will initially be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York (“DTC”). THE SERIES 2016 BONDS ARE BEING OFFERED ONLY TO INSTITUTIONAL “ACCREDITED INVESTORS” AS DEFINED IN RULE 501 OF THE SECURITIES ACT OF 1933. Purchases of the Series 2016 Bonds will be made in book-entry form only. Purchasers of beneficial interests will not receive certificates representing their interest in the Series 2016 Bonds. Payments of principal of and premium, if any, and interest on the Series 2016 Bonds will be made directly to DTC or its nominee, Cede & Co., so long as DTC or Cede & Co. is the registered owner of the Series 2016 Bonds. Disbursement of such payment to DTC’s Participants (as defined herein) is the responsibility of DTC and disbursement of such payments to the Beneficial Owners (as defined herein) is the responsibility of the Participants, as more fully described herein. See APPENDIX H – “BOOK-ENTRY ONLY SYSTEM.” THE SERIES 2016 BONDS, PREMIUM, IF ANY, AND THE INTEREST THEREON ARE SPECIAL LIMITED OBLIGATIONS OF THE ISSUER PAYABLE EXCLUSIVELY FROM THE REVENUES AND THE TRUST ESTATE (DEFINED HEREIN). THE SERIES 2016 BONDS DO NOT CONSTITUTE A DEBT OR A LOAN OF CREDIT OR A PLEDGE OF THE FULL FAITH AND CREDIT OR TAXING POWER OF THE ISSUER, THE COUNTY OF LA PAZ OR OF THE STATE OF ARIZONA, OR OF ANY POLITICAL SUBDIVISION THEREOF, WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION AND SHALL NEVER CONSTITUTE NOR GIVE RISE TO A PECUNIARY LIABILITY OF THE ISSUER, THE COUNTY OF LA PAZ OR THE STATE OF ARIZONA. THE SERIES 2016 BONDS SHALL NOT CONSTITUTE, DIRECTLY OR INDIRECTLY, OR CONTINGENTLY OBLIGATE OR OTHERWISE CONSTITUTE A GENERAL OBLIGATION OF OR A CHARGE AGAINST THE GENERAL CREDIT OF THE ISSUER, BUT SHALL BE SPECIAL LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM THE SOURCES DESCRIBED HEREIN AND IN THE INDENTURE, BUT NOT OTHERWISE. THE ISSUER HAS NO TAXING POWER. NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2016 BONDS AGAINST ANY PAST, PRESENT OR FUTURE OFFICER, DIRECTOR, COUNSEL, ADVISOR, OR AGENT OF THE ISSUER, OR ANY SUCCESSOR TO THE ISSUER, AS SUCH, EITHER DIRECTLY OR THROUGH THE ISSUER OR ANY SUCCESSOR TO THE ISSUER, PURSUANT TO ANY RULE OF LAW OR EQUITY, STATUTE OR CONSTITUTION OR BY THE ENFORCEMENT OF ANY ASSESSMENT OR PENALTY OR OTHERWISE, AND ALL SUCH LIABILITY OF ANY SUCH OFFICERS, DIRECTORS, COUNSEL, ADVISORS OR AGENTS, AS SUCH, IS EXPRESSLY WAIVED AND RELEASED AS A CONDITION OF AND CONSIDERATION FOR THE EXECUTION AND ISSUANCE OF THE SERIES 2016 BONDS. Investment in the Series 2016 Bonds involves a significant degree of risk as described in “BONDHOLDERS’ RISKS” herein and in other sections of this Preliminary Official Statement. This cover page contains certain information for general reference only. It is not a summary of this issue. The ability of the Borrower to pay the amounts due under the Loan Agreement is based entirely on amounts paid by the Charter School to the Borrower under the Lease Agreements. The Charter School’s ability to pay the Borrower under the Lease Agreements is dependent upon the amount the Charter School receives from the State of Texas to educate students, which amount is calculated pursuant to a formula based on student enrollment. No assurance can be given that the Charter School will attract sufficient students to achieve the projected student enrollments described herein. None of the Issuer, the Borrower or the Charter School have taxing powers. While the Series 2016 Bonds will be secured by certain real and personal property of the Borrower, there is no requirement that the market value of such property equal or exceed the Borrower’s obligations under the Loan Agreement. In addition, owners of the Series 2016 Bonds do not have consent rights with respect to the issuance of bonds or indebtedness of the Charter School under the terms and conditions described herein. Furthermore, it is impossible to predict whether the legislature of the State of Texas will enact legislation adversely affecting the operation of or funding for charter schools. See “BONDHOLDERS’ RISKS” herein. The Series 2016 Bonds are offered when, as and if issued by the Issuer and received and accepted by Raymond James & Associates, Inc. (the “Underwriter”) and subject to the approval of legality by Andrews Kurth LLP, Houston, Texas, Bond Counsel. Certain legal matters will be passed upon by Sallquist & Drummond, P.C., Phoenix, Arizona, as Issuer’s counsel, by Andrews Kurth LLP, Houston Texas, as Borrower’s counsel, by Andrews Kurth LLP, Houston Texas, as Charter School’s counsel and by Kutak Rock LLP, Scottsdale, Arizona, as Underwriter’s counsel. It is expected that the Series 2016 Bonds in book-entry form will be available for delivery against payment therefor through the facilities of DTC on or about May 11, 2016*. * Preliminary, subject to change.
  • 2. MATURITY SCHEDULE* $43,290,000* THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF LA PAZ, ARIZONA EDUCATION FACILITY LEASE REVENUE BONDS (CHARTER SCHOOL SOLUTIONS—HARMONY PUBLIC SCHOOLS PROJECT) SERIES 2016A $2,435,000, _____% Series 2016 Term Bonds due February 15, 20__; Price _____%; CUSIP _____** $4,850,000, _____% Series 2016 Term Bonds due February 15, 20__; Price _____%; CUSIP _____** $13,710,000, _____% Series 2016 Term Bonds due February 15, 20__; Price _____%; CUSIP _____** $22,295,000, _____% Series 2016 Term Bonds due February 15, 20__; Price _____%; CUSIP _____** $885,000* THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF LA PAZ, ARIZONA EDUCATION FACILITY LEASE REVENUE BONDS (CHARTER SCHOOL SOLUTIONS—HARMONY PUBLIC SCHOOLS PROJECT) TAXABLE SERIES 2016B $885,000, _____% Series 2016 Serial Bonds due February 15, 20__; Price _____%; CUSIP _____** * Preliminary, subject to change. ** CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright© 2016 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for CUSIP Global Services. CUSIP® numbers are provided for convenience of reference only. None of the Issuer, the Borrower, the Underwriter, or the Trustee or their agents or counsel assumes responsibility for the accuracy of such numbers.
  • 3. NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE ISSUER, THE BORROWER OR THE UNDERWRITER TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION WITH RESPECT TO THE SERIES 2016 BONDS OTHER THAN THOSE CONTAINED IN THIS OFFICIAL STATEMENT, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ANY OF THE FOREGOING. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY AND THERE SHALL NOT BE ANY OFFER, SOLICITATION, SALE OR DELIVERY OF THE SERIES 2016 BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE AN OFFER, SOLICITATION, SALE OR DELIVERY. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS THAT 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 descriptions of the documents in the Official Statement are summaries thereof and reference is made to the actual documents for a complete understanding of the contents of such documents. The Trustee assumes no responsibility for this Official Statement and has not reviewed or undertaken to verify any information contained herein. The order and placement of materials in this Official Statement, including the Appendices, are not deemed to be a determination of relevance, materiality or importance, and this Official Statement, including the Appendices, must be considered in its entirety. The offering of the Series 2016 Bonds is made only by means of this entire Official Statement. THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM THE ISSUER, THE BORROWER AND OTHER SOURCES THAT ARE BELIEVED TO BE RELIABLE, BUT IT IS NOT GUARANTEED AS TO ACCURACY AND COMPLETENESS, AND IS NOT TO BE CONSTRUED AS A REPRESENTATION BY THE UNDERWRITER OR BY THE ISSUER (EXCEPT FOR INFORMATION FURNISHED BY THE ISSUER UNDER THE CAPTIONS “ISSUER” AND “LITIGATION” AS IT RELATES TO THE ISSUER). 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, CREATE THE IMPLICATION THAT THERE HAS BEEN NO CHANGE IN ANY OF THE INFORMATION SET FORTH HEREIN SINCE THE DATE HEREOF. THE BORROWER HAS AGREED, HOWEVER, TO SUPPLEMENT AND/OR AMEND THIS OFFICIAL STATEMENT WHENEVER NECESSARY TO KEEP THE INFORMATION HEREIN ACCURATE AND NOT MISLEADING. OTHER THAN WITH RESPECT TO INFORMATION CONCERNING THE ISSUER UNDER THE CAPTIONS “ISSUER” AND “LITIGATION” AS IT RELATES TO THE ISSUER, NONE OF THE INFORMATION IN THIS OFFICIAL STATEMENT HAS BEEN SUPPLIED OR VERIFIED BY THE ISSUER AND THE ISSUER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO: (I) THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION; (II) THE VALIDITY OF THE SERIES 2016 BONDS; OR (III) THE TAX STATUS OF THE INTEREST ON THE SERIES 2016 BONDS. In making an investment decision, investors must rely on their own examinations of the Borrower, the Charter School and the Series 2016 Facilities and the terms of the offering, including the merits and risks involved. The Series 2016 Bonds have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission, nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or completeness of this Preliminary Official Statement. Any representation to the contrary may be a criminal offense. The Borrower and the Charter School have covenanted to provide continuing disclosure as described in this Official Statement in APPENDIX G – “FORM OF THE CONTINUING DISCLOSURE AGREEMENTS,” pursuant to Rule 15c2-12 of the Securities and Exchange Commission. The Issuer has not, and will not, undertake any responsibilities to provide continuing disclosure with respect to the Series 2016 Bonds and will have no liability to owners of the Series 2016 Bonds with respect to any such disclosures.
  • 4. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of its responsibilities to investors pursuant to federal securities law as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information, except for the information provided by the Underwriter under the captions “UNDERWRITING,” “MATURITY SCHEDULE,” “SOURCES AND USES OF FUNDS” and “DEBT SERVICE REQUIREMENTS ON SERIES 2016 BONDS.” The Series 2016 Bonds have not been registered under the Securities Act of 1933, as amended, or under any state securities or “blue sky” laws and the Indenture has not been qualified under the Trust Indenture Act of 1939, as amended, in reliance upon exemptions contained in each. THE TRUSTEE HAS NOT PARTICIPATED IN THE PREPARATION OF THIS OFFICIAL STATEMENT AND ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THIS OFFICIAL STATEMENT OR THE RELATED TRANSACTIONS AND DOCUMENTS OR FOR ANY FAILURE BY ANY PARTY TO DISCLOSE EVENTS THAT MAY HAVE OCCURRED AND MAY AFFECT THE SIGNIFICANCE OR ACCURACY OF SUCH INFORMATION.
  • 5. i INTRODUCTION....................................................................................................................................................... 1 General ................................................................................................................................................................. 1 Debt Service Reserve Fund .................................................................................................................................. 2 Participating Campus Projects (the Series 2016 Facilities) .................................................................................. 3 El Paso Campus Project ................................................................................................................................ 3 Euless Campus Project.................................................................................................................................. 3 Grand Prairie Campus Project....................................................................................................................... 4 Plano Campus................................................................................................................................................ 4 Sugar Land Campus ...................................................................................................................................... 4 Lease Agreements ................................................................................................................................................ 4 Senior Pledge of the Charter School’s Adjusted Revenues.................................................................................. 7 Certain Covenants of Borrower............................................................................................................................ 7 Forward-Looking Statements ............................................................................................................................... 8 Miscellaneous....................................................................................................................................................... 9 Bondholders’ Risks .............................................................................................................................................. 9 ISSUER ....................................................................................................................................................................... 9 BORROWER ............................................................................................................................................................ 10 THE CHARTER SCHOOL....................................................................................................................................... 10 DESCRIPTION OF THE SERIES 2016 BONDS..................................................................................................... 11 Interest; Maturity; Payment................................................................................................................................ 11 Redemption of Series 2016 Bonds Prior to Maturity ......................................................................................... 11 Optional Redemption .................................................................................................................................. 11 Mandatory Sinking Fund Redemption ........................................................................................................ 12 Extraordinary Optional Redemption ........................................................................................................... 13 Mandatory Redemption Upon Determination of Taxability........................................................................ 13 Extraordinary Mandatory Redemption Upon Default on Lease.................................................................. 13 Mandatory Redemption With Excess or Unused Proceeds ......................................................................... 14 Method of Selecting Series 2016 Bonds ..................................................................................................... 14 Notices of Redemption................................................................................................................................ 14 SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS.................................................. 15 General ............................................................................................................................................................... 15 Indenture............................................................................................................................................................. 15 The Trust Estate .......................................................................................................................................... 15 Flow of Funds-Revenue Fund ..................................................................................................................... 16 Debt Service Reserve Fund ......................................................................................................................... 16 Project Fund and Disbursements for Project Costs ..................................................................................... 17 Events of Default Under the Indenture; Remedies...................................................................................... 18
  • 6. ii Limitation on Suits by Bondholders............................................................................................................ 19 Control by Majority of Bondholders........................................................................................................... 20 Loan Agreement................................................................................................................................................. 20 Payments Under the Loan Agreement; Assignment of Loan Agreement.................................................... 20 Pledge by Borrower; Assignment of Leases; Deeds of Trust...................................................................... 20 Financial Reports of Borrower.................................................................................................................... 21 Events of Default and Remedies ................................................................................................................. 21 Continuing Disclosure................................................................................................................................. 22 Other Covenants.......................................................................................................................................... 22 Deeds of Trust .................................................................................................................................................... 22 Lease Agreements .............................................................................................................................................. 22 General ...................................................................................................................................................... 23 Pledge by Charter School in each Lease ..................................................................................................... 24 Events of Default Under the Lease Agreements ......................................................................................... 25 Remedies under the Lease Agreement Upon an Event of Default .............................................................. 25 Option to Purchase Under Each Lease ........................................................................................................ 26 Covenants Under the Lease Agreements..................................................................................................... 26 SOURCES AND USES OF FUNDS......................................................................................................................... 28 DEBT SERVICE REQUIREMENTS ON SERIES 2016 BONDS........................................................................... 29 LEASE PAYMENT SCHEDULE............................................................................................................................. 30 BONDHOLDERS’ RISKS........................................................................................................................................ 31 General ............................................................................................................................................................... 31 Limited Resources of the Borrower.................................................................................................................... 31 Charter Schools in General................................................................................................................................. 31 Dependence on State Payments.......................................................................................................................... 32 Dependence on State of Texas Payments that are Subject to Annual Appropriation and Political Factors ...................................................................................................................................................... 32 Revocation, Non-Renewal, Expiration or Amendment of Charter..................................................................... 32 Nonrenewal or Revocation of Charter......................................................................................................... 32 State Financial Difficulties................................................................................................................................. 33 Changes in the School Finance System.............................................................................................................. 33 Key Management ............................................................................................................................................... 34 Reputational Risk ............................................................................................................................................... 34 Generally..................................................................................................................................................... 34 Negative Publicity....................................................................................................................................... 34 Reliance on Projections...................................................................................................................................... 35 Income and Property Tax Exemption................................................................................................................. 35
  • 7. iii Economic and Other Factors .............................................................................................................................. 35 Factors Associated with Education..................................................................................................................... 36 Other Schools/Competition for Students............................................................................................................ 36 Risks of Real Estate Development ..................................................................................................................... 36 General ...................................................................................................................................................... 36 Ability to Sell or Lease the Participating Campuses ................................................................................... 37 Surveys ...................................................................................................................................................... 37 Reliance on Appraisals................................................................................................................................ 37 Limitations of Appraisals............................................................................................................................ 37 Reliance on Phase I Reports........................................................................................................................ 38 Damage, Destruction or Condemnation ...................................................................................................... 38 Environmental Risks ................................................................................................................................... 38 Construction Risks ............................................................................................................................................. 38 Expected Purchase and Lease of Participating Campuses After the Issuance of the Bonds............................... 39 Reserve Funds .................................................................................................................................................... 39 Tax-Exempt Status of the Series 2016A Bonds.................................................................................................. 39 Proposed Tax Legislation................................................................................................................................... 40 Tax-Exempt Status of the Borrower................................................................................................................... 40 Incurrence of Additional Indebtedness – Loan Agreement ................................................................................ 41 Incurrence of Additional Indebtedness – Lease Agreements ............................................................................. 41 Incurrence of Additional Indebtedness – Future Plans of the Charter School.................................................... 41 The Charter School’s Past and Future Pledge of Adjusted Revenues to Other Indebtedness............................. 41 Non-Recourse Debt ............................................................................................................................................ 42 Legal Opinions ................................................................................................................................................... 42 Litigation ............................................................................................................................................................ 42 Inability or Delay in Liquidating the Series 2016 Facilities at an Adequate Sale Price ..................................... 43 Potential Effects of Bankruptcy.......................................................................................................................... 43 Enforcement of Remedies .................................................................................................................................. 43 No Cross Default of Lease Agreements, Individual Enforcement Thereof........................................................ 44 Secondary Market............................................................................................................................................... 44 Failure to Provide Ongoing Disclosure .............................................................................................................. 44 Conclusion.......................................................................................................................................................... 44 TEXAS STATE FUNDING...................................................................................................................................... 44 State of Texas Funding for Traditional School Districts .................................................................................... 44 Overview..................................................................................................................................................... 44 Local Funding for School Districts ............................................................................................................. 45 State of Texas Funding for School Districts................................................................................................ 46
  • 8. iv 2006 Legislation.......................................................................................................................................... 47 2013 Legislation.......................................................................................................................................... 48 2015 Legislation.......................................................................................................................................... 48 Wealth Transfer Provisions......................................................................................................................... 48 State of Texas Open-Enrollment Charter School Funding ................................................................................. 49 Tier One Funding for Charter Schools ........................................................................................................ 49 Tier Two Funding and ASATR for Charter Schools................................................................................... 50 State of Texas Facilities Funding for Charter Schools ................................................................................ 50 Timing of State of Texas Funding............................................................................................................... 50 Foundational School Program Funding Schedule for Certain Open-Enrollment Charter Schools.............. 50 Current Litigation Related to the Texas Public School Finance System ............................................................ 50 TAX MATTERS ....................................................................................................................................................... 52 Tax Exemption of the Series 2016A Bonds ....................................................................................................... 52 Proposed Tax Legislation................................................................................................................................... 53 Tax Accounting Treatment of Original Issue Discount on Series 2016A Bonds ............................................... 53 Tax Accounting Treatment of Original Issue Premium on Series 2016A Bonds............................................... 54 Tax Matters for the Series 2016B Bonds............................................................................................................ 54 Stated Interest On The Series 2016B Bonds....................................................................................................... 55 Disposition Of The Series 2016B Bonds............................................................................................................ 55 Backup Withholding........................................................................................................................................... 55 Withholding On Payments To Nonresident Alien Individuals And Foreign Corporations ................................ 55 Reporting Of Interest Payments ......................................................................................................................... 56 ENFORCEABILITY OF OBLIGATIONS ............................................................................................................... 56 UNDERWRITING.................................................................................................................................................... 56 LEGAL MATTERS .................................................................................................................................................. 57 LITIGATION ............................................................................................................................................................ 57 RELATIONSHIPS AMONG PARTIES ................................................................................................................... 57 CONTINUING DISCLOSURE................................................................................................................................. 58 FINANCIAL STATEMENTS................................................................................................................................... 58 RATING.................................................................................................................................................................... 59 FINANCIAL ADVISOR........................................................................................................................................... 59 MISCELLANEOUS.................................................................................................................................................. 59 APPENDIX A THE BORROWER AND THE CHARTER SCHOOL ....................................................... A-1 APPENDIX B SUMMARY OF CERTAIN PROVISIONS OF TEXAS CHARTER SCHOOL LAW...... B-1 APPENDIX C [RESERVED]...................................................................................................................... C-1 APPENDIX D AUDITED FINANCIALS FY 2015, 2014 AND 2013........................................................ D-1
  • 9. v APPENDIX E-1 SUBSTANTIALLY FINAL FORM OF INDENTURE................................................... E-1-1 APPENDIX E-2 SUBSTANTIALLY FINAL FORM OF LOAN AGREEMENT ..................................... E-2-1 APPENDIX E-3 SUBSTANTIALLY FINAL FORM OF SAMPLE LEASE AGREEMENT ................... E-3-1 APPENDIX F PROPOSED FORM OF BOND COUNSEL OPINION.......................................................F-1 APPENDIX G FORMS OF CONTINUING DISCLOSURE AGREEMENTS........................................... G-1 APPENDIX H BOOK-ENTRY ONLY SYSTEM....................................................................................... H-1
  • 11. $44,175,000* THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF LA PAZ, ARIZONA EDUCATION FACILITY LEASE REVENUE BONDS (CHARTER SCHOOL SOLUTIONS—HARMONY PUBLIC SCHOOLS PROJECT) $43,290,000* SERIES 2016A $885,000* TAXABLE SERIES 2016B INTRODUCTION The following is a brief introduction as to certain matters discussed elsewhere in this Preliminary Official Statement and is qualified in its entirety as to such matters by such discussion and the text of the actual documents described or referenced. Any capitalized term not required to be capitalized and not otherwise defined herein is used with the meaning assigned in the Trust Indenture and Security Agreement, dated as of May 1, 2016 (the “Indenture”), between The Industrial Development Authority of the County of La Paz, Arizona (the “Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”), the Loan Agreement, to be dated as of May 1, 2016 (the “Loan Agreement”), between the Issuer and Charter School Solutions, a Texas nonprofit corporation (the “Borrower”) and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”), or any other document with respect to which the term is used. See APPENDIX E-1 – “SUBSTANTIALLY FINAL FORM OF INDENTURE,” APPENDIX E-2 – “SUBSTANTIALLY FINAL FORM OF LOAN AGREEMENT” and APPENDIX E-3 – “SUBSTANTIALLY FINAL FORM OF SAMPLE LEASE AGREEMENT.” Definitions contained in the text hereof are for ease of reference only and are qualified in their entirety by the definitions in the documents with respect to which such terms relate. The Appendices hereto are an integral part of this Official Statement and each potential investor should review the Appendices in their entirety. General This Official Statement, including the cover page, the inside cover, the introductory statement and the Appendices attached hereto (this “Official Statement”), is furnished in connection with this offering by the Issuer of its Education Facility Lease Revenue Bonds (Charter School Solutions—Harmony Public Schools Project), Series 2016A, in the aggregate principal amount of $43,290,000* (the “Series 2016A Bonds”) and its Education Facility Lease Revenue Bonds (Charter School Solutions—Harmony Public Schools Project), Taxable Series 2016B, in the aggregate principal amount of $885,000* (the “Series 2016B Bonds” and together with the Series 2016A Bonds, the “Series 2016 Bonds” or the “Bonds”). The Series 2016 Bonds were authorized by a resolution adopted by the Board of Directors of the Issuer on April 4, 2016, the Constitution and laws of the State of Arizona (the “State”), particularly The Industrial Development Financing Act, comprised of Title 35, Chapter 5 of the Arizona Revised Statutes (the “Act”) and will be issued under the Indenture. The Series 2016 Bonds will be issued as fully registered bonds in denominations of $100,000 and any integral multiple of $5,000 in excess thereof, and will initially be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York (“DTC”). THE SERIES 2016 BONDS ARE BEING OFFERED ONLY TO INSTITUTIONAL “ACCREDITED INVESTORS” AS DEFINED IN RULE 501 OF THE SECURITIES ACT OF 1933. Purchases of the Series 2016 Bonds will be made in book-entry form only. See APPENDIX H – “BOOK-ENTRY ONLY SYSTEM.” The proceeds of the Series 2016 Bonds will be used to make a loan (the “Loan”) to the Borrower, pursuant to the Loan Agreement, between the Borrower and the Issuer, and used to: (i) finance or refinance the costs of the acquisition of certain land and the construction, acquisition, equipping and improving of the Participating Campuses (defined herein) (the “Series 2016 Facilities”) to be leased to Harmony Public Schools (the “Charter School”), a Texas nonprofit corporation and an organization described in Section 501(c)(3) of the Code, (ii) fund a debt service reserve fund; (iii) pay capitalized interest on the Series 2016 Bonds; and (iv) pay certain issuance expenses * Preliminary, subject to change.
  • 12. 2 (collectively, the “Series 2016 Project”). The Borrower will lease the Series 2016 Facilities to the Charter School, pursuant to the terms of five Lease Agreements, to be dated on or before August 1, 2016, which may include amendments to existing lease agreements (individually, each a “Lease” or “Lease Agreement” and, collectively, the “Leases” or the “Lease Agreements”), each by and between the Borrower and the Charter School. The Borrower’s repayment obligation under the Loan Agreement will be evidenced by promissory notes executed by the Borrower (the “Series 2016 Promissory Notes”) in favor of the Issuer and endorsed by the Issuer without recourse or warranty to the order of the Trustee. The Borrower’s sole source of revenues for the repayment of the Series 2016 Bonds are Lease Payments (as defined in the Leases) to be paid by the Charter School under the Lease Agreements for the Participating Campuses. As described more fully herein, the Lease Payments under each Lease Agreement will be equal to 115% of the annual debt service on the Series 2016 Bonds allocable to each Participating Campus under the Lease Agreements; provided however, the Lease Payments paid pursuant to the Lease Agreement for the Euless Campus will be fixed payments for the term of the Lease and such Lease Payments will exceed 115% of the annual debt service on the Series 2016 Bonds initially allocable to the Euless Campus (ranging from approximately 134% * to 161%* of such debt service). See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS – Lease Agreements,” “BONDHOLDERS’ RISKS – Dependence on State Payments,” APPENDIX E-3 – “SUBSTANTIALLY FINAL FORM OF SAMPLE LEASE AGREEMENT.” The Borrower was formed for the purpose of, among other things, supporting the Charter School and other charter schools and educational organizations located in various states, in order to (i) promote education by developing school models, educational services, and products for the purposes of replicating the Harmony model; (ii) facilitate charter school campus development projects, including designing, financing, and leasing the developments; (iii) facilitate the attainment of higher education by providing college tuition assistance in the form of scholarships and grants for charter school graduates; and (iv) foster and promote scientific advancement and exploration by conducting and overseeing the operation of STEM education and science fairs, including the International Sustainable World (Energy, Engineering, and Environment ) Project, a collaborative and competitive integration science fair event open to high school students from around the world with a goal of creating a more sustainable world for tomorrow. The Borrower initially plans to use the excess Lease Payments (the additional fifteen percent (15%) above the debt service due on the Series 2016 Bonds) paid to it by the Charter School pursuant to the Lease Agreements to support its operations and to fund scholarships through grants to charter schools. The Borrower intends to develop criteria for the award of such grants. The Borrower will accept applications from charter schools, which may include the Charter School, for such scholarship grants (and any additional grants that may be developed). Each charter school will be responsible for awarding the funds received through grants from the Borrower (either in scholarship or other form) to individual student applicants based on such charter school’s criteria. See APPENDIX A – “THE BORROWER AND THE CHARTER SCHOOL – THE BORROWER” for more detail regarding the Borrower. The Series 2016 Bonds are special limited obligations of the Issuer payable exclusively from the Trust Estate pledged, assigned and mortgaged to the Trustee pursuant to the Indenture. The Trust Estate includes all rights, title and interest of (i) the Issuer in and to the Loan Payments, the Loan Agreement and the Series 2016 Promissory Notes, (ii) the Borrower in and to the Leases, (ii) the Issuer and the Borrower in and to all moneys and investments in the funds established under the Indenture (except the Rebate Fund and the Costs of Issuance Account of the Project Fund), and (iv) the Deeds of Trust, granted by the Borrower to the Trustee. See “SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2016 BONDS – INDENTURE” and APPENDIX E-1 – “SUBSTANTIALLY FINAL FORM OF INDENTURE.” Debt Service Reserve Fund The Indenture creates a Debt Service Reserve Fund and the Borrower is required to make payments for deposit therein to the extent that the balance therein is less than the Debt Service Reserve Fund Requirement. On the date of issuance of the Series 2016 Bonds, proceeds of the Series 2016 Bonds in an amount equal to $______ will be deposited in the Tax-Exempt Bonds Account of the Debt Service Reserve Fund for the Series 2016A Bonds and an amount equal to $______ will be deposited in the Taxable Bonds Account of the Debt Service Reserve Fund * Preliminary, subject to change.
  • 13. 3 for the Series 2016B Bonds. Moneys in the Debt Service Reserve Fund may be used for the payment of debt service on the Series 2016A Bonds and the Series 2016B Bonds, as applicable, if moneys in the Debt Service Fund are insufficient. Moneys in the Debt Service Reserve Fund may be applied to pay the final debt service payment upon maturity of the Series 2016 Bonds. There is no guarantee that the Debt Service Reserve Fund will be available to pay debt service on the Series 2016 Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS – Indenture – Payments into the Debt Service Reserve Fund” herein and APPENDIX E-1 – “SUBSTANTIALLY FINAL FORM OF INDENTURE.” Participating Campus Projects (the Series 2016 Facilities) The Participating Campuses consists of five charter school campuses: (i) a campus located on the north side of Mapleshade Lane, west of Coit Road, and east of Ohio Drive in Plano, Texas (the “Plano Campus”); (ii) a campus located at 9355 Betel Drive, El Paso, Texas 79907 (the “El Paso Campus”); (iii) a campus located at 701 South Industrial Boulevard, Euless, Texas 76040 (the “Euless Campus”); (iv) a campus located at 4611 South Carrier Parkway, Grand Prairie, Texas 75052 (the “Grand Prairie Campus”); (v) a campus located at Eldridge Road, south of West Airport Boulevard, in Sugar Land, Texas 77478 (the “Sugar Land Campus” and, together with the Plano Campus, the El Paso Campus, the Euless Campus and the Grand Prairie Campus, the “Participating Campuses”). The Participating Campuses and the educational facilities located thereon or to be constructed thereon are referred to herein as the “Series 2016 Facilities.” The Borrower currently owns the El Paso Campus and the Euless Campus and will use a portion of the proceeds of the Loan to refinance outstanding obligations of the Borrower with respect to each. The Borrower will use a portion of the proceeds of the Loan to expand and improve the current facilities located on these campuses as described in more detail below. The Borrower will use the remaining portion of proceeds of the Bonds to acquire the remaining Participating Campuses and construct charter school facilities thereon. See “BONDHOLDERS’ RISKS – Risks of Real Estate Development” and APPENDIX A – “THE BORROWER AND THE CHARTER SCHOOL – THE BORROWER – THE SERIES 2016 FACILITIES” herein. El Paso Campus Project The El Paso Campus is currently owned by the Borrower and is leased to the Charter School. The charter school facilities for the El Paso Campus are currently under construction and scheduled to be completed prior to the 2016-2017 school year. The Borrower will construct a new school for grades K-6 on the property and students in those grades will be transferred from another, existing El Paso Charter School campus that is currently serving K-12 students. Lease Payments on the El Paso Campus under a new lease reflecting the terms of the Lease Agreements will be executed by the Borrower and the Charter School upon the issuance of the Series 2016 Bonds, and Lease Payments are scheduled to begin on June 1, 2016. Euless Campus Project The Euless Campus is currently owned by the Borrower and is leased to the Charter School. The existing facilities include a school serving K-12 students. The Borrower will construct 17,900 additional square feet of school facilities to accommodate additional students. The current lease between the Borrower and the Charter School will be amended and the Borrower and the Charter School will enter into a Master Covenant Agreement (the “Euless Master Covenant Agreement”) upon the issuance of the Series 2016 Bonds. The amendment and the Euless Master Covenant Agreement will reflect the terms of the Lease Agreements, except that the Lease Payments paid pursuant to the Lease Agreement for the Euless Campus will be fixed payments for the term of the Lease and such Lease Payments will exceed 115% of the annual debt service on the Series 2016 Bonds initially allocable to the Euless Campus (ranging from approximately 134% * to 161%* of such debt service). Such Lease Payments are scheduled to begin on June 1, 2016. * Preliminary, subject to change.
  • 14. 4 Grand Prairie Campus Project The Grand Prairie Campus is currently vacant land and will be purchased by the Borrower on or before August 1, 2016. The Lease Agreement for the Grand Prairie Campus between the Borrower and the Charter School is expected to be executed at the time the Borrower purchases the land. The Borrower will construct a new school for grades K-5 on the Grand Prairie Campus. Students in grades K-5 currently attending another Charter School campus in the Dallas area serving grades K-12 will be transferred to the Grand Prairie Campus. The project on the Grand Prairie Campus is expected to be complete before August 1, 2017. Lease Payments under the Lease Agreement for the Grand Prairie Campus are expected to begin by August 1, 2017. Plano Campus The Plano Campus is currently vacant land and will be purchased by the Borrower on or before August 1, 2016. The Lease Agreement for the Plano Campus between the Borrower and the Charter School is expected to be executed at the time the Borrower purchases the land. The Borrower will construct a new school for grades K-5 on the Plano Campus. Students in grades K-5 currently attending another Charter School campus in the Dallas area serving grades K-12 will be transferred to the Plano Campus. The project on the Plano Campus is expected to be complete before August 1, 2017. Lease Payments under the Lease Agreement for the Plano Campus are expected to begin by August 1, 2017. Sugar Land Campus The Sugar Land Campus is currently vacant land and will be purchased by the Borrower on or about the date of issuance of the Series 2016 Bonds. The Lease Agreement for the Sugar Land Campus between the Borrower and the Charter School is expected to be executed at the time the Borrower purchases the land. The Borrower will construct a new school for grades 6-8 on the Sugar Land Campus. Students in grades 6-8 currently attending another Charter School campus in the Sugar Land area serving grades 7-12 will be transferred to the Sugar Land Campus. The project on the Sugar Land Campus is expected to be complete before August 1, 2017. Lease Payments under the Lease Agreement for the Sugar Land Campus are expected to begin by August 1, 2017. Lease Agreements The El Paso Campus and the Euless Campus are currently leased by the Borrower to the Charter School. Those leases will be amended and/or replaced and/or supplemented as necessary to conform those leases to the terms of the Lease Agreements described herein. See “INTRODUCTION – Lease Agreements,” “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS – Lease Agreements” and APPENDIX E-3 – “SUBSTANTIALLY FINAL FORM OF SAMPLE LEASE AGREEMENT” herein. Lease Payments (as defined in the Leases) for the El Paso Campus and the Euless Campus will begin on June 1, 2016. The Indenture requires that, upon acquisition of the Sugar Land, Grand Prairie and Plano Campuses, the Borrower will to enter into Lease Agreements with the Charter School for those Campuses which will provide for Lease Payments (as defined in the Leases) to begin on or before August 1, 2017. There is no guarantee that the Borrower will acquire these campuses or that the Charter School will enter into the Lease Agreements with respect to these campuses. See “BONDHOLDERS’ RISKS – Expected Purchase and Lease of Participating Campuses” herein. The Lease Payments (defined below), consisting of Base Rent and Additional Rent (each as defined in the Lease Agreements), under each Lease Agreement will be paid directly to the Trustee for deposit in the Revenue Fund established under the Indenture. See “SECURITY AND SOURCE OF PAYMENT FOR THE BONDS – Indenture—Flow of Funds-Revenue Fund.” Each Participating Campus will be allocated a proportionate share of the principal amount of Series 2016 Bonds, which share may be updated from time to time based on various circumstances set forth in the Indenture (the “Lease Allocable Portion”). The amount of the Base Rent to be paid by the Charter School pursuant to each of the Lease Agreements will be equal to 115% of the Lease Allocable Portion (the “Lease Payments”); provided however, the Lease Payments paid pursuant to the Lease Agreement for the Euless Campus will be fixed payments for the term of the Lease and such Lease Payments will exceed 115% of the annual debt service on the Series 2016 Bonds initially allocable to the Euless Campus (ranging from approximately
  • 15. 5 134%* to 161%* of such debt service). The Lease Payments, if paid as scheduled, together with capitalized interest, will be sufficient to pay the principal of and interest on the Series 2016 Bonds. All of the Leases will be assigned to the Trustee to secure all of the Series 2016 Bonds. Once Lease Payments are received by the Trustee into the Revenue Fund, those Lease Payments will be applied in accordance with the Indenture, including making debt service payments on the Series 2016 Bonds without regard to which Lease Agreement such Lease Payments were paid pursuant to. At the time of the issuance of the Series 2016 Bonds, the estimated Lease Allocable Portion for each Campus is expected to be as follows: LEASE ALLOCABLE PORTION Participating Campus Total Lease Allocable Portion Series 2016A Bonds* Total Lease Allocable Portion Series 2016A Bonds (%)* Total Lease Allocable Portion Series 2016B Bonds* Total Lease Allocable Portion Series 2016B Bonds (%)* El Paso $6,445,000 14.89% $131,758 14.89% Euless $8,705,000 20.11% $177,961 20.11% Sugar Land $9,310,000 21.51% $190,329 21.51% Grand Prairie $8,980,000 20.74% $183,583 20.74% Plano $9,850,000 22.75% $201,369 22.75% Total Lease Allocable Portion $43,290,000 100.00% $885,000 100.00% The Trustee will be authorized to enforce an individual Lease Agreement upon an event of default thereunder. An event of default under a Lease Agreement is a default under the Indenture only as to the Lease Allocable Portion attributable to the defaulted Lease Agreement. Under the Indenture, the Trustee is required to give written notice the Issuer, the Borrower, the Charter School and the Holders of the Bonds in the case of a payment default associated with a defaulted Lease Agreement setting forth the adjusted Lease Allocable Portion of the Series 2016 Bonds for each non-defaulted Lease Agreement, which reallocation shall apply to the remaining Lease Agreements during the pendency of the event of default until its rescission, annulment or termination. Any proceeds obtained by the Trustee as a result of enforcement, and any proceeds required to be contributed by the Borrower, will be applied to redeem the portion of the Series 2016 Bonds attributable to the defaulted Lease Allocable Portion. If less than the amount required to redeem the applicable Lease Allocable Portion of the Series 2016 Bonds is received by the Trustee, the Trustee will reallocate the shortfall among the remaining Participating Campuses. See “DESCRIPTION OF THE BONDS—Redemption of Series 2016 Bonds—Extraordinary Mandatory Redemption Upon Default on Lease” herein. The Borrower will lease each of the Participating Campuses to the Charter School for a term (each a “Lease Term”) which runs until such time as (i) the Charter School exercises its right to purchase the Participating Campus, (ii) the effective date of termination by the Borrower or the Trustee pursuant to the exercise of the rights of the Borrower to terminate upon an Event of Default (as defined in the Leases), (iii) the Charter School has paid all Lease Payments or other amounts required to be paid by the Charter School under the Leases, or (iv) the final maturity of the Series 2016 Bonds. Each Lease provides that the Charter School shall be obligated to pay rent under each Lease from Adjusted Revenues (defined below). Each Lease also contains certain covenants that the Charter School is obligated to meet. “Adjusted Revenues” means, for any period of calculation, the total of all operating and non- operating revenues of the Charter School, including but not limited to State Revenues, federal and local funds for school lunches and other food programs, special education, and transportation, * Preliminary, subject to change.
  • 16. 6 including accounts receivable and rights to receive the same plus investment and other income or loss of the Charter School for such period; provided, however, that no determination thereof shall take into account (a) any gains or losses resulting from the early extinguishment of Debt, the sale, exchange or other disposition of property not in the ordinary course of business, or the reappraisal, reevaluation or write-up of assets, or any other extraordinary gains or losses, (b) gifts, grants (excluding grants from the State), bequests or donations and income thereon restricted as to use by the donor or grantor for a purpose inconsistent with the payment of Lease Payments, (c) net unrealized gain (losses) on investments and interest rate management agreements and (d) proceeds of borrowing. Notwithstanding any provision in any Lease to the contrary, State Revenues received by each of the Charter School’s campuses will be used in accordance with Section 12.107(a), Texas Education Code. “Debt” means all: (i) indebtedness incurred or assumed by the Charter School for borrowed money or for the acquisition, construction or improvement of property other than goods that are required in the ordinary course of business of the Charter School; (ii) lease obligations of the Charter School that, in accordance with generally accepted accounting principles, are shown on the liability side of a balance sheet; (iii) all indebtedness (other than indebtedness otherwise treated as Debt under the Lease) for borrowed money or the acquisition, construction or improvement of property or capitalized lease obligations guaranteed, directly or indirectly, in any manner by the Charter School, or in effect guaranteed, directly or indirectly, by the Charter School through an agreement, contingent or otherwise, to purchase any such indebtedness or to advance or supply funds for the payment or purchase of any such indebtedness or to purchase property or services primarily for the purpose of enabling the debtor or seller to make payment of such indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether or not such property is delivered or such services are rendered), or otherwise; and (iv) all indebtedness secured by any mortgage, lien, charge, encumbrance, pledge or other security interest upon property owned by the Charter School whether or not the Charter School has assumed or become liable for the payment thereof. For the purpose of computing the “Debt,” there shall be excluded any particular Debt if, upon or prior to the maturity thereof, there shall have been deposited with the proper depository in trust the necessary funds (or evidences of such Debt or investments that will provide sufficient funds, if permitted by the instrument creating such Debt) for the payment, redemption or satisfaction of such Debt; and thereafter such funds, evidences of Debt and investments so deposited shall not be included in any computation of the assets of the Charter School, and the income from any such deposits shall not be included in the calculation of Adjusted Revenues. “State Revenues” means for any period of time for which calculated, the total of all moneys received by the Charter School from the State of Texas for all its charter school operations during such period. See – “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS – Lease Agreements,” “BONDHOLDERS’ RISKS – Dependence on State Payments,” and “APPENDIX E-3 – “SUBSTANTIALLY FINAL FORM OF SAMPLE LEASE AGREEMENT.”
  • 17. 7 Senior Pledge of the Charter School’s Adjusted Revenues The Charter School has previously pledged all of its Adjusted Revenues to secure Master Notes in the approximate aggregate outstanding principal amount of $330,557,004, issued under the Master Indenture of Trust dated as of May 1, 2007 (as amended and supplemented, the “Master Indenture”) between the Charter School and Regions Bank, Houston, Texas as master trustee (the “Master Trustee”) which notes secure the following: (i) Arlington Higher Education Finance Corporation $106,745,000 Education Revenue Refunding Bonds (Harmony Public Schools) Series 2015, (ii) Texas Public Finance Authority Charter School Finance Corporation $8,880,000 Taxable Education Revenue Bonds (Harmony Public Schools) Series 2014Q (Qualified School Construction Bonds – Direct Pay) and Taxable Education Revenue Bonds (Harmony Public Schools) Series 2014B, (iii) City of Houston Higher Education Finance Corporation $101,555,000 Education Revenue and Refunding Bonds (Harmony Public Schools) Series 2014A, (iv) City of Houston Higher Education Finance Corporation $31,350,000 Education Revenue Bonds (Cosmos Foundation, Inc.) Series 2012A, (v) City of Houston Higher Education Finance Corporation $58,930,000 Education Revenue Bonds (Cosmos Foundation, Inc.), Series 2011A and $5,085,000 Taxable Education Revenue Bonds (Cosmos Foundation, Inc.), Series 2011Q (Qualified School Construction Bonds – Direct Pay), (vi) $39,910,000 Texas Public Finance Authority Charter School Finance Corporation Taxable Education Revenue Bonds (Cosmos Foundation, Inc.), Series 2010Q (Qualified School Construction Bonds – Direct Pay), (vii) a bridge loan outstanding in the amount of approximately $29,125,336, (viii) a promissory note outstanding in the amount of $1,016,668 and (ix) an equipment note outstanding in the amount of $500,000 (collectively with any additional obligations secured under the Master Indenture, the “Master Notes”). In an Event of Default under the Master Indenture, the Master Trustee is authorized to pay all debt service on the obligations outstanding under the Master Indenture prior to the Charter School receiving any Adjusted Revenues. In addition, the Charter School is authorized to issue additional Master Notes under the Master Indenture under certain circumstances. The Charter School anticipates incurring additional indebtedness secured by its Adjusted Revenues in the form of Master Notes in 2016 in the approximate amount of $55,000,000. There is no guarantee that, during any event of default under the Master Indenture, there would be sufficient Adjusted Revenues available to the Charter School to make Lease Payments under the Lease Agreements. See “BONDHOLDERS’ RISKS – The Charter School’s Past and Future Pledge of Adjusted Revenues to Other Indebtedness,” “– Incurrence of Additional Indebtedness – Lease Agreements,” and “– Future Plans of the Charter School” herein. Certain Covenants of Borrower In the Loan Agreement, the Borrower has made various covenants for the benefit of Bondholders, including: Liquidity. The Borrower has covenanted to accumulate funds a fund balance equivalent to 30 days’ budgeted expenses (the “Required Liquidity Level”) within thirty-six (36) months of the Closing Date for the Series 2016 Bonds. Such amount shall be based upon the based upon the audited financial results of the Borrower on an annual basis. Failure to maintain the Required Liquidity Level is not be an Event of Default. However, the Borrower has agreed to restore the amount of any deficit within twenty-four (24) months of the audit indicating such shortfall. Additional Indebtedness. So long as the Borrower is not in default under any Bond Document, the Borrower reserves the right to incur indebtedness in any manner, including the issuance of bonds or bank loans; provided, however, that no such additional borrowing shall ever (i) encumber collateral contained in the Trust Estate, (ii) enjoy a priority in payment before that of the Notes or Series 2016 Bonds, or (iii) have a lien upon any of the Participating Campuses. Financial Reports. The Borrower shall cause an annual audit of its books and accounts to be made by independent certified public accountants and delivered to it within 180 days after the end of each Fiscal Year of the Borrower. At the same time said audit report is delivered to the Borrower, the Borrower shall deliver to the Trustee a copy thereof, a copy of the management letter of such accountants and a certificate signed by an Authorized Representative of the Borrower stating that such person has reviewed the obligations of the Borrower under the
  • 18. 8 Loan Agreement, the Deeds of Trust, the Notes and the Indenture and the performance of the Borrower thereunder, and has consulted with such officers and employees of the Borrower as deemed appropriate and necessary for the purpose of delivering such certificate, and based on such review and consultation, no Event of Default and no event which, with the giving of notice or the passage of time or both, would constitute an Event of Default has occurred and is continuing under the aforementioned documents. The Trustee shall have no duty to examine or independently verify any such audit reports or the matters described in any such certificate other than to examine the certificate for compliance with the required statements therein, and shall have no duty to furnish such audits to any third party. No Modifications to Lease Agreements. The Borrower has covenanted not to permit any modification of or amendment to any provision of the Leases Agreements relating to the payment of Lease Payments by the Charter School or to any other provision thereof that would have the effect of reducing, altering or modifying the Charter School’s obligations to pay Lease Payments, or would materially minimize, reduce or lessen the rights of the Borrower after an Event of Default in the payment of Lease Payments or would materially and adversely affect the security provided for the payment of the Series 2016 Bonds, and no such modification or amendment to the Lease Agreements shall be permitted while the Series 2016 Bonds remain Outstanding Additional covenants of the Borrower contained in the Loan Agreement more fully described under “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS – Loan Agreement – Covenants of the Borrower” and in APPENDIX E-2 – “SUBSTANTIALLY FINAL FORM OF LOAN AGREEMENT.” Forward-Looking Statements This Official Statement contains certain statements that are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 2IE of the Securities Exchange Act of 1934, both as amended. All statements other than statements of historical facts included in this Official Statement, including without limitation statements that use terminology such as “estimate,” “expect,” “intend,” “anticipate,” “believe,” “may,” “will,” “continue” and similar expressions, are forward-looking statements. These forward-looking statements include, among other things, the discussions related to the Borrower’s operation of the Series 2016 Facilities and expectations regarding student enrollment, future operations, revenues, capital resources and expenditures for capital projects. Although the Borrower believes that the assumptions upon which the forward- looking statements contained in this Official Statement are based are reasonable, any of the assumptions could prove to be inaccurate and, as a result, the forward-looking statements based on those assumptions also could be incorrect. All phases of the operations of the Borrower involve risks and uncertainties, many of which are outside the control of the Borrower and any one of which, or a combination of which, could materially affect the results of the Borrower’s operations and whether the forward-looking statements ultimately prove to be correct. Factors that could cause actual results to differ from those expected include, but are not limited to, general economic conditions such as inflation and interest rates, both nationally and in the area of the states where the Series 2016 Facilities are located; changes in general business regulation that could adversely impact the Borrower’s operations; unanticipated delays in completion of the Series 2016 Facilities and/or unanticipated cost overruns; the willingness of the applicable state to fund charter school operations at present or increased levels; competitive conditions within the Charter School’s market, including the acceptance of the education services offered by the Charter School; lower enrollments than projected; unanticipated expenses; the capabilities of the Charter School’s management; changes in government regulation of the education industry or in the applicable state charter school statute; future claims for accidents or other torts at the Series 2016 Facilities and the extent of insurance coverage for such claims; and other risks discussed in this Official Statement. Important factors that could cause actual results to differ materially from the Borrower’s and/or the Charter School’s expectations (“cautionary statements”) are disclosed in this Official Statement including in conjunction with the forward-looking statements included in this Official Statement, under “BONDHOLDERS’ RISKS” and in APPENDIX A – “THE BORROWER AND THE CHARTER SCHOOL,” and APPENDIX D – “AUDITED FINANCIALS FY 2015, 2014 AND 2013.” NO REPRESENTATION OR ASSURANCE CAN BE GIVEN THAT THE BORROWER WILL REALIZE REVENUES IN AMOUNTS SUFFICIENT TO MAKE THE REQUIRED PAYMENTS UNDER THE LOAN AGREEMENT. THE REALIZATION OF FUTURE REVENUES IS DEPENDENT UPON, AMONG OTHER THINGS, THE MATTERS DESCRIBED IN THE FOREGOING PARAGRAPH AND FUTURE CHANGES IN ECONOMIC AND OTHER CONDITIONS THAT ARE UNPREDICTABLE AND CANNOT BE DETERMINED AT THIS TIME. SEE “BONDHOLDERS’ RISKS” HEREIN. THE UNDERWRITER MAKES
  • 19. 9 NO REPRESENTATION AS TO THE ACCURACY OF THE PROJECTIONS CONTAINED HEREIN OR AS TO THE ASSUMPTIONS ON WHICH THE PROJECTIONS ARE BASED. Miscellaneous This Official Statement (including the Appendices hereto) contains descriptions of, among other matters, the Indenture, the Loan Agreement, the Deed of Trust, the Issuer, the Borrower, the Series 2016 Facilities and the Series 2016 Bonds. Such descriptions and information do not purport to be comprehensive or definitive. All references to documents described herein are qualified in their entirety by reference to such documents, copies of which are available for inspection at the designated corporate trust office of the Trustee. Bondholders’ Risks Certain risks associated with an investment in the Series 2016 Bonds are discussed under “BONDHOLDERS’ RISKS” below. ISSUER The Issuer is an Arizona nonprofit corporation designated a political subdivision of the State incorporated with the approval of the County of La Paz, Arizona (the “County”), pursuant to the provisions of the Constitution of the State and the Industrial Development Financing Act, Title 35, Chapter 5, Articles 1 through 5, Arizona Revised Statutes, as amended (Sections 35-701 through 35-761, inclusive) (the “Act”). The Issuer is governed by a Board of Directors, presently consisting of seven members who are appointed by the Board of Supervisors of the County. The Issuer has assets and may obtain additional assets in the future. However, such assets are not pledged to secure payment of the Series 2016 Bonds, and the Issuer has no obligation or expectation of making such assets subject to the lien of the Indenture. The Issuer has no taxing power and no source of funds for payment of the Series 2016 Bonds other than the Trust Estate established under the Indenture. The Issuer does not have the power to pledge its general credit or to pledge the general credit or taxing power of the State or of any political subdivision thereof, including, but not limited to, the County. Pursuant to the Act, the Issuer is empowered to issue its bonds to provide funds for financing the costs of the construction, rehabilitation, equipping and improvement of a “project,” as defined in the Act, including the Series 2016 Project. Under the financing contemplated hereby, the Issuer has no obligations with respect to this financing after the issuance of the Bonds. The Issuer does not and will not in the future monitor the financial condition of the Borrower or the use of the Series 2016 Facilities in connection with the operation of the Charter School, or otherwise monitor payment of the Series 2016 Bonds or compliance with the documents relating thereto. The responsibility for the use of the Series 2016 Facilities in connection with the operation of the Charter School rests entirely with the Borrower and the Charter School and not with the Issuer. The Issuer will rely entirely upon the Trustee and the Borrower to carry out their responsibilities under the Loan Agreement and with respect to the Charter School and the Series 2016 Facilities. Under the financing contemplated hereby, the Issuer has no material obligations with respect to this financing, the Series 2016 Bonds or the Series 2016 Project after the issuance of the Series 2016 Bonds since the Trustee will have primary responsibility to enforce compliance with the Indenture, the Loan Agreement and the Deed of Trust. The Issuer has determined that financial or operating data concerning the Issuer is not material to any decision to purchase, hold or sell the Series 2016 Bonds, and the Issuer will not provide any such information. The Series 2016 Bonds are special limited obligations of the Issuer. No recourse may be had for the payment of the principal of, or premium, if any, or interest of the Series 2016 Bonds or for any claim based thereon or upon any obligation, covenant or agreement in the Indenture or the Loan Agreement against any past, present or future officer, director, counsel, financial advisor, or agent of the Issuer, or of any successor to the Issuer, under any rule of law or equity, statute, or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability
  • 20. 10 of any such officers, directors, counsel, financial advisor or agent, as such has been expressly waived as a condition of and in consideration for the execution of the Indenture and the issuance of the Series 2016 Bonds. None of the Issuer, its employees or its independent contractors has furnished, reviewed, investigated or verified the information contained in this Official Statement other than the information contained in this section and under the caption “LITIGATION” as it relates to the Issuer. The Issuer has not, and will not, undertake any responsibilities to provide continuing disclosure with respect to the Series 2016 Bonds or the security therefor, and the Issuer will have no liability to holders of the Series 2016 Bonds with respect to any such disclosure. THE SERIES 2016 BONDS, THE PRINCIPAL OF AND THE INTEREST THEREON ARE SPECIAL LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM THE REVENUES AND ASSETS OF THE ISSUER PLEDGED UNDER THE INDENTURE AND THE TRUST ACCOUNT AGREEMENT AND FROM NO OTHER REVENUES OR ASSETS OF THE ISSUER. THE SERIES 2016 BONDS, THE PRINCIPAL OF AND THE INTEREST THEREON DO NOT CONSTITUTE AN INDEBTEDNESS OR OBLIGATION OF THE COUNTY OR THE STATE, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COUNTY OR THE STATE IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS. THE ISSUER HAS NO TAXING POWER. BORROWER Charter School Solutions (the “Borrower”) is a Texas nonprofit corporation organized on April 10, 2015. The Borrower has been determined by the Internal Revenue Service to be an organization described in Section 501(c)(3) of the Code. Pursuant to the Loan Agreement, the Issuer will loan the proceeds of the Series 2016 Bonds to the Borrower. The Borrower will use a portion of the proceeds of the Series 2016 Bonds to acquire and improve the Series 2016 Facilities, and, pursuant to the Lease Agreements will lease the Series 2016 Facilities to the Charter School as described herein. The Borrower’s sole expected source of revenue will be the Lease Payments (defined in the Lease Agreements) it receives from the Charter School pursuant to the Lease Agreements. See “SECURITY FOR THE SERIES 2016 BONDS,” APPENDIX A – “THE BORROWER AND THE CHARTER SCHOOL – THE CHARTER SCHOOL.” The Borrower was formed for the purpose of, among other things, supporting the Charter School and other charter schools and educational organizations located in various states, in order to (i) promote education by developing school models, educational services, and products for the purposes of replicating the Harmony model; (ii) facilitate charter school campus development projects, including designing, financing, and leasing the developments; (iii) facilitate the attainment of higher education by providing college tuition assistance in the form of scholarships and grants for charter school graduates; and (iv) foster and promote scientific advancement and exploration by conducting and overseeing the operation of STEM education and science fairs, including the International Sustainable World (Energy, Engineering, and Environment ) Project, a collaborative and competitive integration science fair event open to high school students from around the world with a goal of creating a more sustainable world for tomorrow. The Borrower initially plans to use the excess Lease Payments (the additional fifteen percent (15%) above the debt service due on the Series 2016 Bonds) paid to it by the Charter School pursuant to the Lease Agreements to support its operations and to fund scholarships through grants to charter schools. The Borrower intends to develop criteria for the award of such grants. The Borrower will accept applications from charter schools, which may include the Charter School, for such scholarship grants (and any additional grants that may be developed). Each charter school will be responsible for awarding the funds received through grants from the Borrower (either in scholarship or other form) to individual student applicants based on such charter school’s criteria.. THE CHARTER SCHOOL Harmony Public Schools (“Harmony” or the “Charter School”) is a Texas non-profit corporation which was incorporated in 1999 and is an organization described under Section 501(c)(3) of the Code. The Charter School is governed by a 6-member Board of Directors. The Charter School currently operates forty-six open-enrollment charter schools throughout Texas throughout the State and plans to begin operations at one additional campus in the Fall of 2016 and two additional campuses in the Fall of 2017 (collectively, the “Harmony Schools”). See
  • 21. 11 APPENDIX A – “BORROWER AND THE CHARTER SCHOOL – THE CHARTER SCHOOL – TABLE 1” for detailed information regarding the Harmony Schools, including the locations, grades serves and campus enrollment for each. The Charter School operates, or plans to operate, the Harmony Schools (including those to be operated at certain of the Participating Campuses that are not currently in operation) pursuant to seven open-enrollment charter contracts between Harmony and the Texas Education Agency (the “TEA”) under Chapter 12 of the Texas Education Code, Section 12.001 et seq. (the “Texas Charter Schools Act”). For more information regarding the Charter School and the Harmony Schools, see generally APPENDIX A – “THE BORROWER AND THE CHARTER SCHOOL – THE CHARTER SCHOOL.” DESCRIPTION OF THE SERIES 2016 BONDS Interest; Maturity; Payment The Series 2016 Bonds will be issued as fully registered bonds in denominations of $100,000 and any integral multiple of $5,000 (“Authorized Denominations”) in excess thereof, and will initially be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York (“DTC”). THE SERIES 2016 BONDS ARE BEING OFFERED ONLY TO INSTITUTIONAL “ACCREDITED INVESTORS” AS DEFINED IN RULE 501 OF THE SECURITIES ACT OF 1933. Purchases of the Series 2016 Bonds will be made in book-entry form only. See APPENDIX H – “BOOK-ENTRY ONLY SYSTEM.” The Series 2016 Bonds will mature on the dates and in the amounts set forth on the inside cover of this Official Statement, subject to redemption prior to maturity, and will bear interest until paid at the rates shown on the inside cover page of this Official Statement, payable on each August 15 and February 15 (each an “Interest Payment Date”), commencing August 15, 2016* . Interest on the Series 2016 Bonds is computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of, interest on and premium, if any, on the Series 2016 Bonds shall be payable when due by wire of the Trustee to The Depository Trust Company, New York, New York (“DTC”), which will in turn remit such principal, interest and premium, if any, to Participants (as defined in Appendix H hereto), which Participants will in turn remit such principal, interest and premium, if any, to the Beneficial Owners (as defined in Appendix G hereto) of the Series 2016 Bonds as described herein. See APPENDIX H – “BOOK-ENTRY ONLY SYSTEM.” In the event the Series 2016 Bonds are not registered in the name of Cede & Co., as nominee of DTC, or another eligible depository as described below, the principal of and premium, if any, on each Series 2016 Bond will be payable only at the designated corporate trust office of the Trustee, as described in the Indenture. Payment of interest on the Series 2016 Bonds will be paid by check or draft mailed on each Interest Payment Date by the Trustee to the Registered Owners of record appearing on the registration books kept by the Trustee as of the applicable Regular Record Date preceding each Interest Payment Date, or upon written request, as provided in the Indenture, of any Registered Owner of at least $1,000,000 in aggregate principal amount of Series 2016 Bonds Outstanding, by wire transfer on each Interest Payment Date to the account designated by such registered owner to the Trustee in writing at least ten Business Days prior to the Regular Record Date for any interest payment. Any such interest not timely paid or provided for shall be payable at the close of business on a Special Record Date. The Registered Owner of any Series 2016 Bond will be the person or persons in whose name, or names, a Series 2016 Bond is registered on the registration books kept for that purpose by the Trustee in accordance with the terms of the Indenture. Redemption of Series 2016 Bonds Prior to Maturity Optional Redemption* The Series 2016A Bond maturing on or after ____________ are subject to optional redemption prior to scheduled maturity, in whole or in part, on ___________ or any date thereafter, at the option of the Borrower, at a price of par plus interest accrued thereon to the redemption date, upon written notice of the exercise of the option to * Preliminary, subject to change.
  • 22. 12 redeem Bonds delivered to the Trustee by the Borrower not later than the forty-fifth (45th) day prior to the date of redemption. The Series 2016B Bonds are not subject to optional redemption prior to maturity. Mandatory Sinking Fund Redemption* The Series 2016A Bonds maturing February 15, 20__, are subject to mandatory sinking fund redemption at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the redemption date from amounts on deposit in the Debt Service Fund on the redemption dates and in the principal amounts as follows: Series 2016A Term Bond Maturing February 15, 20__ Year Ending July 1 Amount The Series 2016A Bonds maturing February 15, 20__, are subject to mandatory sinking fund redemption at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the redemption date from amounts on deposit in the Debt Service Fund on the redemption dates and in the principal amounts as follows: Series 2016A Term Bond Maturing February 15, 20__ Year Ending July 1 Amount The Series 2016A Bonds maturing February 15, 20__, are subject to mandatory sinking fund redemption at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the redemption date from amounts on deposit in the Debt Service Fund on the redemption dates and in the principal amounts as follows: Series 2016A Term Bond Maturing February 15, 20__ Year Ending July 1 Amount The Series 2016A Bonds maturing February 15, 20__, are subject to mandatory sinking fund redemption at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the redemption date from amounts on deposit in the Debt Service Fund on the redemption dates and in the principal amounts as follows: Series 2016A Term Bond Maturing February 15, 20__ Year Ending July 1 Amount * Preliminary, subject to change.
  • 23. 13 The principal amount of the Series 2016 Bonds required to be redeemed pursuant to the operation of such mandatory redemptions shall be reduced by the principal amount of any Bonds of the same series and maturity date which, at least forty-five (45) days prior to the mandatory sinking fund redemption date (i) shall have been purchased and delivered to the Trustee for cancellation, (ii) shall have been purchased and canceled by the Trustee with funds furnished for such purpose, in each case at a purchase price not exceeding the principal amount of such Bonds plus accrued interest to the date of purchase thereof or (iii) shall have been redeemed pursuant to the optional redemption provision described above. Extraordinary Optional Redemption Each proportionate share of the Outstanding Series 2016 Bonds that corresponds to the principal amount of the Outstanding Bonds allocable to each Participating Campus (the “Lease Allocable Portion”) of the Series 2016 Bonds is subject to extraordinary redemption, at the option of the Borrower, at a redemption price of par plus interest accrued thereon to the redemption date, without premium, on any date, in the event the Participating Campus is damaged, destroyed or condemned or threatened to be condemned, (i) in whole, if the Participating Campus is not reconstructed, repaired or replaced upon the change or destruction thereof, from insurance or condemnation proceeds transferred from the applicable account of the Project Fund to the Debt Service Fund which, together with an amount required to be paid by the Borrower pursuant to the Loan Agreement, will be sufficient to pay the Bonds in full, or (ii) in part, after reconstruction, repair or replacement of the Participating Campus in accordance with the terms of the Loan Agreement, from excess insurance or condemnation proceeds transferred from the applicable account of the Project Fund to the Debt Service Fund for such purpose. Mandatory Redemption Upon Determination of Taxability The Series 2016A Bonds are subject to mandatory redemption in whole prior to maturity on a date selected by the Borrower which is not more than one hundred twenty (120) days following receipt by the Trustee of written notice of the occurrence of a Determination of Taxability at a redemption price equal to 103% of the principal amount thereof plus interest to the redemption date. “Determination of Taxability” means a determination that the interest income on any of the Series 2016A Bonds does not qualify as interest excluded from gross income of the recipient thereof for the purpose of federal income taxation (“exempt interest”) under Section 103 of the Code (in the case of a private activity bond, for a reason other than that a registered owner is or a former registered owner was a substantial user within the meaning of Section 147 of the Code), which determination shall be deemed to have been made upon the first to occur of any of the following: (a) the date on which the Trustee is notified that an opinion of counsel is unable to be delivered to the effect that the interest on the Series 2016A Bonds qualifies as such exempt interest; or (b) the date on which the Trustee is notified by or on behalf of the Issuer that a change in law or regulation has become effective or that the Internal Revenue Service has issued any public or private ruling, technical advice memorandum or any other written communication or that there has occurred a ruling or decision of a court of competent jurisdiction with or to the effect that the interest income on any of the Series 2016A Bonds does not qualify as such exempt interest; or (c) the date on which the Borrower shall receive notice from the Trustee in writing that the Trustee has been notified by the Internal Revenue Service, or has been advised by the Issuer, the Borrower or any owner or former owner of a Series 2016A Bond that the Internal Revenue Service has issued a notice of deficiency or similar notice which asserts that the interest on any of the Series 2016A Bonds does not qualify as such exempt interest. Extraordinary Mandatory Redemption Upon Default on Lease Each Lease Allocable Portion of the Series 2016 Bonds is subject to extraordinary mandatory redemption at any time prior to maturity in whole, within forty-five (45) days following the realization by the Trustee on all security and collateral granted by the Borrower in the applicable defaulted Lease Agreement. The Series 2016 Bonds to be so redeemed shall be redeemed in an amount equal to (a) the greater of (i) the funds realized by the Trustee after pursuing all remedies under the applicable Lease, including liquidating all real and personal property subject to the related Deed of Trust, plus any additional cash contribution of the Borrower; provided, however, that such contribution may not cause the fund balance of the Borrower to be reduced below the Borrower’s Required Liquidity Level (as defined above) (the “Default Proceeds”) or (ii) the quotient, expressed as a percentage, obtained
  • 24. 14 by dividing (A) the Default Proceeds by (B) the principal amount of the defaulted Lease Allocable Portion of the Series 2016 Bonds to be redeemed plus (b) accrued interest to the redemption date (the “Default Redemption Proceeds”). The Trustee shall redeem only that portion of each maturity of the Series 2016 Bonds that represents the quotient obtained by dividing the principal amount of the Default Redemption Proceeds by the total Outstanding principal amount of the Series 2016 Bonds. The Series 2016 Bonds to be redeemed shall be selected as described below. Notwithstanding any other provision in the Indenture to the contrary, if the Default Redemption Proceeds are less than the defaulted Lease Allocable Portion, then, after the redemption of the relevant portion of the Series 2016 Bonds: (i) the event of default shall be deemed cured; (ii) all obligations of the Issuer, the Trustee and the Borrower with respect to such redeemed Series 2016 Bonds shall be deemed to have been discharged and satisfied, and (iii) the Trustee shall send notice to the Charter School setting forth the adjusted Lease Allocable Portion of the Bonds for each Participating Campus after such redemption. Upon payment and/or cancellation of a defaulted Lease Allocable Portion of the Series 2016 Bonds, the Issuer shall execute and the Trustee shall authenticate a new Series 2016 Bond or Series 2016 Bonds in a principal amount equal to the Outstanding principal amount of the Series 2016 Bonds and maturity, less the principal amount of the defaulted Lease Allocable Portion thereof so paid and/or cancelled. Mandatory Redemption With Excess or Unused Proceeds The Series 2016 Bonds shall be subject to redemption in whole or in part prior to maturity as a result of a deposit of amounts transferred from the Project Fund to the Debt Service Fund (as defined in the Indenture) as excess proceeds upon completion of the Series 2016 Facilities and any unused proceeds remaining if the Borrower fails to complete any portion of the Series 2016 Facilities within forty-five (45) days of such deposit at a redemption price equal to the unpaid principal amount of the Series 2016 Bonds being redeemed, without premium, plus accrued interest to the redemption date. Prior to the date set for redemption, the Trustee shall provide the Borrower with a calculation of Lease Allocable Portion for each Participating Campus, adjusted to reflect such redemption. Such adjusted payments shall commence on the next following Lease Payment date (as defined in each Lease). Method of Selecting Series 2016 Bonds If less than all of the Series 2016 Bonds of a particular stated maturity are called for redemption, the particular Series 2016 Bonds or portions thereof to be redeemed shall be redeemed by the Trustee in accordance with the written direction of the Borrower; provided, however, that portions of Series 2016 Bonds shall be redeemed in Authorized Denominations and that no redemption shall result in a Series 2016 Bond being held in less than an Authorized Denomination, and provided further that if the Borrower fails to give such written direction, such Series 2016 Bonds shall be selected by the Trustee, by lot, using such method of selection as the Trustee shall consider proper in its discretion. Notices of Redemption Not less than thirty (30) days prior to any redemption date, but not more than sixty (60) days prior to any redemption date, the Trustee shall cause notice of the call for any redemption identifying the Series 2016 Bonds or portions thereof to be redeemed to be given in the name of the Issuer by first class mail, postage prepaid, to the holders of each Series 2016 Bond to be redeemed at the address shown on the Bond Register on the date such notices are mailed. Any notice shall be conclusively presumed to have been duly given, irrespective of whether received. Each notice of redemption shall state at a minimum, the complete official name of the issue, including series designation, CUSIP number, amounts called of each stated maturity (for partial calls), date of the notice, the date of issue, interest rate, maturity date of the Series 2016 Bonds called for redemption, the redemption date, the redemption price, the place or places of redemption, and appropriate address or addresses with name of contact person and telephone number. Unless moneys sufficient to pay the principal of and premium, if any, and interest on the Series 2016 Bonds to be redeemed shall have been received by the Trustee prior to the giving of such notice of redemption, such notice shall state that said redemption shall be conditional upon the receipt of such moneys by the Trustee on or prior to the date fixed for such redemption. If sufficient moneys are not received, such notice shall be of no force and effect, the Issuer shall not redeem such Series 2016 Bonds and the Trustee shall give notice, in the