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Stradling Yocca Carlson & Rauth
<br />Draft of 8/11/21
<br />
<br />4826-7904-2280v7/200434-0005
<br />PRELIMINARY OFFICIAL STATEMENT DATED AUGUST ___, 2021
<br />NEW ISSUE—BOOK-ENTRY ONLY RATING: S&P: “AA”
<br /> (See the caption “RATING” herein)
<br />In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, under
<br />existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance
<br />with certain covenants and requirements described herein, interest on the Bonds is not excluded from gross income for federal
<br />income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended, but is exempt from State of California
<br />personal income tax. See the caption “TAX MATTERS.”
<br />$513,000,000*
<br />CITY OF SANTA ANA
<br />2021 TAXABLE PENSION OBLIGATION BONDS, SERIES A
<br />Dated: Date of Delivery Due: August 1, as shown on the inside front cover page
<br />The City of Santa Ana (the “City”) is issuing its $513,000,000* aggregate principal amount of 2021 Taxable Pension
<br />Obligation Bonds, Series A (the “Bonds”), pursuant to a Trust Agreement, dated as of September 1, 2021, by and between the
<br />City and U.S. Bank National Association, as trustee, and pursuant to Articles 10 and 11 (commencing with Section 53570) of
<br />Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code. The Bonds are being issued: (i) to pay all or a
<br />portion of the City’s currently amortized, unfunded accrued actuarial liability to the California Public Employees’ Retirement
<br />System with respect to the City’s defined benefit retirement plans for City employees; and (ii) to pay costs of issuance of the
<br />Bonds. See the caption “PLAN OF REFINANCING.”
<br />The Bonds will be delivered in fully registered form only, and when delivered will be registered in the name of Cede &
<br />Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). See the caption “THE BONDS—General”
<br />and APPENDIX F. So long as Cede & Co. is the registered owner of the Bonds, references herein to the owners of the Bonds
<br />mean Cede & Co. and do not mean the Beneficial Owners of the Bonds.
<br />Interest on the Bonds is payable semiannually on February 1 and August 1 of each year, commencing February 1, 2022,
<br />through the maturity date of such Bonds. The Bonds will be issued in denominations of integral multiples of $5,000. The Bonds
<br />will be issued in such principal amounts, and will bear interest at the rates, payable on the dates as shown on the inside front cover
<br />page of this Official Statement. The City has not funded a reserve fund in connection with the issuance of the Bonds.
<br />The Bonds are subject to redemption prior to maturity as described under the caption “THE BONDS.”
<br />THE OBLIGATIONS OF THE CITY UNDER THE BONDS, INCLUDING THE OBLIGATION TO MAKE ALL
<br />PAYMENTS OF THE INTEREST ON AND THE PRINCIPAL OF THE BONDS WHEN DUE OR UPON PRIOR
<br />REDEMPTION, ARE ABSOLUTE AND UNCONDITIONAL, WITHOUT ANY RIGHT OF SET-OFF OR COUNTERCLAIM.
<br />THE BONDS DO NOT CONSTITUTE AN OBLIGATION OF THE CITY FOR WHICH THE CITY IS OBLIGATED TO LEVY
<br />OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY HAS LEVIED OR PLEDGED ANY FORM OF
<br />TAXATION. SEE THE CAPTION “SECURITY AND SOURCE OF PAYMENT FOR THE BONDS.”
<br />THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR REFERENCE ONLY. IT IS NOT A SUMMARY
<br />OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION
<br />ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION.
<br />MATURITY SCHEDULE
<br />(See inside front cover page)
<br />The Bonds are offered when, as and if issued and received by the Underwriter, subject to the approval of the valid, legal
<br />and binding nature of the Bonds by Stradling Yocca Carlson & Rauth, a Professional Corporation, Bond Counsel, and certain
<br />other conditions. Certain matters will be passed upon for the City by the City Attorney, and by Stradling Yocca Carlson & Rauth,
<br />a Professional Corporation, as Disclosure Counsel, for the Underwriters by their counsel, Hawkins Delafield & Wood LLP, and
<br />for the Trustee by its counsel. It is anticipated that the Bonds will be available for delivery through the facilities of The Depository
<br />Trust Company on or about September 8, 2021.
<br />BofA Securities
<br />Ramirez Stifel
<br />
<br />Dated: _________, 2021 This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold, nor may offers to buy them be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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