Ratings: S&P: “AAA” Moody’s: “Aaa” (See “RATINGS” and “The Permanent School Fund Guarantee” herein)
PRIVATE PLACEMENT MEMORANDUM Dated: June 24, 2010
TAXABLE NEW ISSUE – PHYSICAL DELIVERY
The Bonds are not obligations described in Section 103(a) of the Code; accordingly, stated interest paid with respect to the Bonds would be includable in “gross income” within the meaning of section 61 of the Internal Revenue Code of 1986 (the “Code”) of each owner thereof. In the opinion of McCall, Parkhurst & Horton L.L.P., Bond Counsel to the District, under statutes, regulations, published rulings and court decisions existing on the date thereof, (i) the Bonds constitute “qualified school construction bonds” within the meaning of section 54A of the Code, (ii) holders of the Bonds on one or more “credit allowance dates” (as defined therein), during any taxable year, may claim a federal income tax credit, subject to the limitations of the Code, and (iii) such federal tax credit will be treated as interest includible in gross income of the holder thereof, in accordance with each holder’s tax status, subject to the matters described under “FEDERAL TAX CREDIT” and “TAX MATTERS” herein.
$20,195,000 FRISCO INDEPENDENT SCHOOL DISTRICT (A political subdivision of the State of Texas located in Collin and Denton Counties, Texas) UNLIMITED TAX QUALIFIED SCHOOL CONSTRUCTION BONDS, SERIES 2010 (TAX CREDIT BONDS)
Dated Date: July 15, 2010 Tax Credit Rate: 5.36% Due: As shown on inside cover page Price: 100%
The $20,195,000 Frisco Independent School District Unlimited Tax Qualified School Construction Bonds, Series 2010 (Tax Credit Bonds) (the “Bonds”) are being issued as “qualified school construction bonds” within the meaning of section 54F of the Code. The Bonds are issued pursuant to the Constitution and general laws of the State of Texas, particularly Sections 45.001 and 45.003 (b)(1), Texas Education Code, as amended, an election held in the District on May 13, 2006, and an Order passed by the Board of Trustees of the Issuer (the “Bond Order”). In the Bond Order, the District will delegate pricing of the Bonds and certain other matters to an official of the District (the “Pricing Officer”), who will approve a “Pricing Certificate” which will complete the sale of the Bonds (the Bond Order and the Pricing Certificate are collectively referred to as the “Order”).The Bonds are payable from the proceeds of an ad valorem tax levied, without legal limitation as to rate or amount, against all taxable property located within the Frisco Independent School District (the “District”). In connection with the sale of the Bonds, the District has received conditional approval from the Texas Education Agency for the Bonds to be guaranteed under the State of Texas Permanent School Fund Guarantee Program (hereinafter defined) which will automatically become effective when the Attorney General of Texas approves the Bonds. (See "THE PERMANENT SCHOOL FUND GUARANTEE PROGRAM"). The Bonds do not bear interest. The Bonds include a component relating to principal payment (the "Principal Component") and a component relating to a federal income tax credit (the "Tax Credit"), which the registered owner (the "Owner") of the Bonds may claim under the Code, subject to the limitations more fully described herein, on each Tax Credit Allowance Date (as defined herein) against federal income tax liability. The amount of Tax Credit will be treated as interest for federal income tax purposes. United States taxpayers who own Bonds on the Tax Credit Allowance Dates will be entitled to a credit against such taxpayer’s federal income tax liability equal to 25% of the product of the outstanding principal amount of such Bond on such date multiplied by 5.36% thereafter until maturity or earlier redemption (with the first and last credits with respect to a Bond prorated accordingly). See “FEDERAL TAX CREDIT” and “TAX MATTERS” herein. Principal of the Bonds will be payable by the Paying Agent/Registrar (the “Paying Agent/Registrar”) which initially is the Bank of Texas, N.A., upon presentation and surrender of the Bonds for payment. Proceeds from the sale of the Bonds will be used (i) to construct, renovate and equip schools within the District and (ii) to pay costs of issuance of the Bonds. (See “The Bonds – Authorization and Purpose”). The Bonds are subject to special mandatory redemption prior to maturity as described herein. See “THE BONDS – Special Mandatory Redemption.” The Bonds are not subject to optional redemption prior to maturity. THE BONDS WILL BE SOLD INITIALLY ONLY TO A BANK WITHIN THE DEFINITION OF SECTION 3(A)(2) OF THE SECURITIES ACT OF 1933, ENGAGED IN THE BUSINESS OF PURCHASING SECURITIES SUCH AS THE BONDS WHO HAS EXECUTED AND DELIVERED AN AGREEMENT, STATING AMONG OTHER THINGS, THAT (A) THE PURCHASER HAS HAD A REASONABLE OPPORTUNITY TO REQUEST AND REVIEW SUCH INFORMATION AS IT NEEDS FROM THE DISTRICT IN ORDER TO ENABLE IT TO MAKE ITS PURCHASE DECISION, (B) SUCH PURCHASER HAS MADE THE DECISION TO PURCHASE THE BONDS BASED ON ITS OWN INDEPENDENT INVESTIGATION, AND IT HAS RECEIVED AND REVIEWED THIS PRIVATE PLACEMENT MEMORANDUM AND SUCH OTHER INFORMATION AS IT CONSIDERS NECESSARY TO MAKE AN INFORMED DECISION TO INVEST IN THE BONDS AND (C) THIS PRIVATE PLACEMENT MEMORANDUM IS NOT INTENDED TO PROVIDE ALL OF THE INFORMATION NECESSARY TO MAKE AN INFORMED DECISION TO PURCHASE THE BONDS.
The Bonds are offered for delivery when, as and if received by the Placement Agent listed below and subject to the approving opinion of the Attorney General of the State of Texas and the legal opinion of McCall, Parkhurst & Horton L.L.P., Dallas, Texas, Bond Counsel. It is expected that the Bonds will be available for delivery to the purchaser on or about July 15, 2010.
Acting as Placement Agent
BOSC, Inc.
A subsidiary of BOK Financial Corp.
ii
MATURITY SCHEDULE
Stated Principal Stated PrincipalMaturity Amount Maturity Amount
2/15/2013 $ 1,345,000 2/15/2021$ 1,345,000 2/15/20141,345,000 2/15/20221,345,000 2/15/20151,345,000 2/15/20231,345,000 2/15/20161,345,000 2/15/20241,350,000 2/15/20171,345,000 2/15/20251,350,000 2/15/20181,345,000 2/15/20261,350,000 2/15/20191,345,000 2/15/20271,350,000 2/15/20201,345,000
iii
LOCATION OF FRISCO INDEPENDENT SCHOOL DISTRICT
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