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<br />PRELIMINARY OFFICIAL STATEMENT DATED 2014
<br />NEW ISSUE - FULL BOOI{ ENTRY ONLY RATING: S &P: "
<br />(See "RATING" herein)
<br />In the opinion of Best Best & Krieger LLP, Riverside, California, Bond Counsel, subject to certain qualifications described herein, under existing staares,
<br />regulations, rules and court decisions, and assanUng certain representations and compliance with certain covenants and requirements described herein, the Interest on the
<br />Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative mininnon tax imposed on
<br />individuals and corporations, although far the purpose of competing the alternative minimums Ku imposed on certain corporations, such interest is taken Into account in
<br />determining certain income and earnings. In thefurther opinion of Bond Counsel, such interest s exemptfi•om California personal income taxes. See "TAXMATTERS "hermin.
<br />Dated: Date of Delivery
<br />SANTA ANA FINANCING AUTHORITY
<br />WATER REVENUE REFUNDING BONDS, SERIES 2014
<br />Due: September 1, as shown on inside cover
<br />The Santa Ana Financing Authority Water Revenue Refunding Bonds, Series 2014 (the "Bonds ") are being issued pursuant to an Indenture of
<br />Trust, dated as of June 1, 2014 (the "Indenture ") between the Santa Ana Financing Authority (the "Authority ") and The Bank of New York Mellon Trust
<br />Company, N.A., Los Angeles, California (the `"trustee "), and will be secured as described in this Official Statement. The Bonds are being issued (i) to
<br />finance a portion of the acquisition and construction of certain improvements (the "Project ") to the water system (the "Water System ") of the City of Santa
<br />Ana (the "City'), (ii) to refund certain outstanding obligations of the City's Water System, and (iii) to pay certain costs of issuing the Bonds. See "THE
<br />PROJECT," "THE FINANCING PLAN" and "ESTIMATED SOURCES AND USES OF FUNDS."
<br />The Bonds will be issued in book -entry form, initially registered in the name of Cede & Co., New York, New York, as nominee of The
<br />Depository Trust Company ( "DTC "), New York, New York. Interest on the Bonds will be payable on March 1 and September I of each year,
<br />commencing March 1, 2015. Purchasers will not receive certificates representing their interest in the Bonds. Individual purchases will be in integral
<br />multiples of $5,000. Payments of principal and interest will be paid by the Trustee to DTC for subsequent disbursement to DTC Participants who will
<br />remit such payments to the beneficial owners of the Bonds.
<br />The Bonds are payable from Revenues of the Authority, consisting principally of Installment Payments by the City pursuant to a Master
<br />Installment Purchase Agreement, dated as of 2014, as supplemented by that First Supplement to the Master Installment Purchase
<br />Agreement, dated as of , 2014 (collectively, the `Installment Purchase Agreement') between the City and the Authority. The Authority
<br />has assigned, among other things, its right to receive Installment Payments to the Trustee. The Installment Payments are a special Invited obligation of the
<br />City, payable from and secured by a pledge of and first lien on all Net System Revenues, subject to the parity lien, if any, of any additional obligations as
<br />provided for in the Installment Purchase Agreement, in the Payment Fund held by the City in trust under the Installment Purchase Agreement,
<br />The Bonds are subject to redemption prior to maturity asset forth herein. (See "THE BONDS --Redemption of the Bonds. ")
<br />THE BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM AND SECURED SOLELY BY THE
<br />REVENUES PLEDGED UNDER THE INDENTURE AND ARE NOT SECURED BY A LEGAL OR EQUITABLE PLEDGE OF, OR CHARGE OR
<br />LIEN UPON ANY PROPERTY OF THE AUTHORITY OR THE CITY, OR ANY OF THE AUTHORITY'S INCOME OR RECEIPTS, EXCEPT THE
<br />REVENUES. THE BONDS ARE NOT A DEBT, OBLIGATION OR LIABILITY OF THE CITY, THE STATE OF CALIFORNIA OR ANY OF ITS
<br />POLITICAL SUBDIVISIONS AND NEITHER THE FAITH AND CREDIT OF THE CITY, THE STATE NOR ANY OF ITS POLITICAL
<br />SUBDIVISIONS ARE PLEDGED TO THE PAYMENT OF THE BONDS, AND NEITHER THE AUTHORITY NOR THE CITY IS OBLIGATED TO
<br />LEVY OR PLEDGE ANY FORM OF TAXATION THEREFOR, AND NEITHER THE CITY, THE STATE NOR ANY OF ITS POLITICAL
<br />SUBDIVISIONS IS LIABLE THEREFOR, NOR IN ANY EVENT SHALL THE BONDS OR ANY INTEREST OR REDEMPTION PREMIUM BE
<br />PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN THOSE OF THE AUTHORITY AS SET FORTH IN THE INDENTURE.
<br />NEITHER THE BONDS NOR THE OBLIGATION TO MAKE INSTALLMENT PAYMENTS CONSTITUTES AN INDEBTEDNESS OF THE CITY,
<br />THE STATE OR ANY POLITICAL SUBDIVISION WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT
<br />LIMITATION OR RESTRICTION.
<br />This cover page contains information for general reference only. It is not a summary of the security or terms of this issue. Investors must read
<br />the entire Official Statement, including the section entitled "RISK FACTORS," for a discussion of special factors which should be considered, in addition
<br />to the other matters set forth herein, in considering the investment quality of the Bonds.
<br />The Bonds are offered when, as and if issued by the Authority, and accepted by the Underwriter, subject to the approval of Best Best & Krieger
<br />LLP, Riverside, California, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the Underwriter by its counsel,
<br />Fulbright & Jaworski, LLP, Los Angeles, California, a member of Norton Rose Fudbright and for the Authority and the City by Best Best & Krieger LLP,
<br />Riverside, California. It is anticipated that the Bonds in book -enhy form will be available for delivery in New York, New York on ,
<br />2014.
<br />Dated: 2014
<br />{ Preliminary, subject to change.
<br />STIFEL
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