PRELIMINARY OFFICIAL STATEMENT DATED FEBRUARY 10, 2021 OFFICIAL STATEMENT

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PRELIMINARY OFFICIAL STATEMENT DATED FEBRUARY 10, 2021

Ratings: S&P (AGM Insured): AA Moody’s (Underlying): Aa3 NEW ISSUE BOOK-ENTRY FORM ONLY See “RATINGS” and “BOND INSURANCE” herein.

In the opinion of Bricker & Eckler LLP, Bond Counsel, under existing law, (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the alternative minimum tax, and (ii) interest on and any profit made on the sale, exchange or other disposition of the Bonds is exempt from certain taxes levied by the State of Ohio and its political subdivisions. The School District has not designated the Bonds as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. Interest on the Bonds may be subject to certain federal income taxes imposed on certain corporations, and certain taxpayers may have certain other adverse federal income tax consequences as a result of owning the Bonds. For a more complete discussion of the tax aspects, see “TAX MATTERS” herein.

OFFICIALSTATEMENT

$205,665,000*

G

AHANNA

-J

EFFERSON

C

ITY

S

CHOOL

D

ISTRICT

Franklin County, Ohio School Facilities Construction and

Improvement Bonds, Series 2021 (General Obligation – Unlimited Tax)

Voted November 3, 2020

Dated: Date of Delivery Due: December 1, as shown on the inside cover

The School Facilities Construction and Improvement Bonds, Series 2021 (the “Bonds”) are voted general obligation debt of the Gahanna-Jefferson City School District, Franklin County, Ohio (the “School District”), and the full faith, credit and revenue of the School District are irrevocably pledged for the prompt payment of the principal of and interest on the Bonds. (See “SECURITY AND SOURCE OF PAYMENT FOR THE SCHOOL DISTRICT’S GENERAL OBLIGATION DEBT” herein.) Terms used herein with initial capitalization where the rules of grammar would not otherwise so require and not defined have the meanings given to them under “DEFINITIONS” or as defined elsewhere herein.

Interest on the Bonds will be payable at the respective rates shown on the inside cover herein on June 1 and December 1 of each year, beginning June 1, 2021*_{, to the Bondholders of record as of the record dates described in the Bond Resolution.}

Principal of the Bonds will be payable at the designated corporate trust office of Zions Bancorporation, National Association, as registrar, paying agent, and transfer agent for the Bonds.

The Bonds will be issuable as fully registered bonds without coupons in the denominations set forth herein. The Bonds will be issuable under a book-entry only method and registered in the name of The Depository Trust Company (“DTC”) or its nominee. There will be no physical delivery of the Bonds to the ultimate purchasers. The Underwriters identified herein have satisfied the requirements of DTC for the Bonds to be eligible for its book-entry services. (See “BOOK-ENTRY ONLY SYSTEM” herein.)

The Bonds maturing after December 1, 2030*_{will be subject to optional redemption prior to stated maturity, as set forth herein. (See}

“THE BONDS – Redemption Provisions – Optional Redemption” herein.) The Term Bonds maturing on December 1, 2043*_{, December}

1, 2046*_{, December 1, 2051}*_{and December 2057}*_{will be subject to mandatory sinking fund redemption prior to stated maturity as set}

forth herein. (See “THE BONDS – Redemption Provisions – Mandatory Sinking Fund Redemption” herein.)

The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Bonds by ASSURED GUARANTY MUNICIPAL CORP.

The Bonds are offered when, as and if issued and received by the Underwriters, subject to prior sale and to withdrawal or modification of the offer without notice.

Certain legal matters relating to the issuance of the Bonds are subject to the approving opinion of Bricker & Eckler LLP, Bond Counsel. (See “LEGAL MATTERS” and “TAX MATTERS” herein.) Baker Tilly Municipal Advisors, LLC has served as the Municipal Advisor to the School District in connection with the issuance of the Bonds. (See “MUNICIPAL ADVISOR” herein.) Certain other legal matters will be passed upon for the Underwriters by Frost Brown Todd LLC.

This cover page contains certain information for general reference only. It is not a summary of the provisions of the Bonds. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision.

This Official Statement has been prepared by the School District in connection with the original offering for sale by it of the Bonds. It is expected that delivery of the Bonds in definitive form will be made through DTC on or about March 17, 2021*_{. The date of this}

Official Statement is February 17, 2021*_{, and the information herein speaks only as of that date.}

PR ELI MI N A RY OFFIC IAL S T AT EM ENT A N D T H E IN FOR M ATIO N C ONT AI NED HER E IN ARE S U BJECT T O C O MPL E T ION OR AME NDM EN T IN A F INA L OFFI CIAL ST AT EM E N T. rcumst

ances shall this

Pre liminar y Official S tatement constitute an offer to s ell or t he solicitation of a n offer to buy, nor shall there be any s ale of the securitie s offe

red hereby in any jurisdictio

n fe r, solicitation or sale would be unlawf ul pr ior to registr ation or qualif ication under the secur ities laws of that juri sdiction.

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$205,665,000*

G

AHANNA

-J

EFFERSON

C

ITY

S

CHOOL

D

ISTRICT

Franklin County, Ohio

School Facilities Construction and Improvement Bonds, Series 2021 (General Obligation – Unlimited Tax)

$90,830,000* SERIAL BONDS

Year*

(December 1)

Principal

Maturing* Interest _Rate _Price _CUSIP†

2021 $7,075,000 2022 8,680,000 2023 6,825,000 2024 2,915,000 2025 3,005,000 2026 3,095,000 2027 3,185,000 2028 3,280,000 2029 3,375,000 2030 3,480,000 2031 3,585,000 2032 3,690,000 2033 3,800,000 2034 3,915,000 2035 4,035,000 2036 4,160,000 2037 4,280,000 2038 4,410,000 2039 4,545,000 2040 4,675,000 2041 4,820,000 $10,130,000*

____% TERM BONDS MATURING DECEMBER 1, 2043*_,

PRICE ____%, CUSIP _______ †

$16,430,000*

PRICE ____%, CUSIP _______ †

$35,145,000*

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$205,665,000*

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AHANNA

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EFFERSON

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ITY

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CHOOL

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ISTRICT

BOARD OF EDUCATION

Beryl B. Piccolantonio President

Jennifer A. Chrysler Bryan K. Hairston

Vice President Member

Matthew P. Campbell Daphne Moehring

Member Member

SCHOOL DISTRICT ADMINISTRATION

Stephen G. Barrett Superintendent Michael J. Verlingo

Treasurer/CFO PROFESSIONAL SERVICES

KeyBanc Capital Markets Inc. Senior Manager

Stifel, Nicolaus & Company, Incorporated Co-Senior Manager

Fifth Third Securities, Inc. Co-Manager

PNC Capital Markets LLC Co-Manager Bricker & Eckler LLP

Bond Counsel

Baker Tilly Municipal Advisors, LLC Municipal Advisor

Frost Brown Todd LLC Underwriters’ Counsel

Zions Bancorporation, National Association Paying Agent/Bond Registrar

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REGARDING THIS OFFICIAL STATEMENT

This Official Statement does not constitute an offering of any security other than the original offering of the School Facilities Construction and Improvement Bonds, Series 2021 (the “Bonds”) of the Gahanna-Jefferson City School District, Franklin County, Ohio (the “School District”) identified on the Cover. No person has been authorized by the School District to give any information or to make any representations other than those contained in this Official Statement, and if given or made, such other information or representation must not be relied upon as having been given or authorized by the School District. Statements contained in this Official Statement that involve estimates, forecasts, or matters of opinion, whether or not expressly described herein, are intended solely as such and are not to be construed as representations of facts.

The information set forth herein has been obtained from the School District and other sources that are believed to be reliable for purposes of this Official Statement. This Official Statement contains, in part, estimates and matters of opinion that are not intended as statements of fact, and no representation is made as to the correctness of such estimates and opinions or that they will be realized. The information and expressions of opinions 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 any implication that there has been no change in the affairs of the School District since the date hereof. In accordance with Section (f)(3) of the Rule, the School District may provide additional or updated financial information and/or operating data about the School District in a document or documents filed on the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access (“EMMA”) website, and any such documents are hereby included by specific reference through the date that the Bonds are delivered to DTC.

Certain information located at websites referred to herein has been prepared by the respective entities responsible for maintaining such websites. The School District takes no responsibility for the continued accuracy of any internet address or the accuracy, completeness, or timeliness of any information posted at any such address. In the absence of an express statement to the contrary, none of such information is incorporated herein by reference.

Certain information in this Official Statement is attributed to the Ohio Municipal Advisory Council (“OMAC”). OMAC compiles information from official and other sources. OMAC believes the information it compiles is accurate and reliable, but OMAC does not independently confirm or verify the information and does not guarantee its accuracy. OMAC has not reviewed this Official Statement to confirm that the information attributed to it is information provided by OMAC or for any other purpose.

The CUSIP numbers on the Cover have been provided by CUSIP Global Services, which is managed on behalf of the American Bankers Association (“ABA”) by S&P Global Market Intelligence, a division of S&P Global Inc. CUSIP is a registered trademark of the ABA. CUSIP numbers are being provided solely for the convenience of the owners of the Bonds and only at the time of issuance of the Bonds. The School District, Bond Counsel, and the Underwriters are not responsible for the selection or use of these CUSIP numbers and make no representation with respect to such data or undertake any responsibility for its accuracy now or at any time in the future. CUSIP numbers are subject to being changed after the issuance of the Bonds as a result of subsequent actions and events.

Assured Guaranty Municipal Corp. (“AGM”) makes no representation regarding the Bonds or the advisability of investing in the Bonds. In addition, AGM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this

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The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information.

UPON ISSUANCE, THE BONDS WILL NOT BE REGISTERED BY THE SCHOOL DISTRICT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE, AND WILL NOT BE LISTED ON ANY STOCK OR OTHER SECURITIES EXCHANGE. THE BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY OTHER FEDERAL, STATE, MUNICIPAL OR OTHER GOVERNMENTAL ENTITY OR AGENCY, EXCEPT THE BOARD OF EDUCATION OF THE SCHOOL DISTRICT, PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT OR APPROVED THE BONDS FOR SALE. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, AND THERE SHALL NOT BE ANY SALE OF, THE BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER, SOLICITATION OR SALE.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 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 UNDERWRITERS MAY OFFER AND SELL THE BONDS TO CERTAIN DEALERS, DEALER BANKS AND BANKS ACTING AS AGENT AT PRICES LOWER THAN THE PUBLIC OFFERING PRICE STATED ON THE COVER AND SAID PUBLIC OFFERING PRICE MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITERS.

INVESTMENT CONSIDERATIONS General

The Bonds, like other obligations of state and local governments, are subject to changes in value due to changes in the condition of the market for tax-exempt obligations or changes in the financial position of the School District.

It is possible under certain market conditions, or if the financial condition or credit profile of the School District should change, that the market price of the Bonds could be adversely affected. With regard to the risk involved in a downward revision or withdrawal of one or more of the ratings on the Bonds shown on the Cover, see “RATINGS” herein.

With regard to the risk involved in a loss of the exclusion from gross income for purposes of federal income taxation of interest payable on the Bonds, see “TAX MATTERS” herein.

Prospective purchasers of the Bonds should consult their own tax advisors prior to any purchase of the Bonds as to the impact of the Code upon their acquisition, holding, or disposition of the Bonds. Market for the Bonds

Subject to prevailing market conditions, the Underwriters intend, but are not obligated, to make a market in the Bonds. There is no assurance that a secondary market for the Bonds will develop or, if developed, will not be disrupted by events including, but not limited to, the current pandemic associated

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with the COVID-19 virus (see “CORONAVIRUS (COVID-19)” herein). Consequently, investors may not be able to resell the Bonds purchased should they need or wish to do so for emergency or other purposes. Investment Suitability of Tax-Exempt Bonds

A primary test of the suitability of a tax-exempt obligation for an individual investor is a comparison of the yield the investor would have to earn on a taxable obligation to equal a tax-exempt yield in his or her income tax bracket. Individuals should consult with brokers or qualified financial or tax advisors to determine the taxable equivalent yield they could expect given their particular tax circumstances.

Prepayments of Principal

The School District may prepay certain maturities of the principal of the Bonds without penalty. (See “THE BONDS – Redemption Provisions – Optional Redemption” herein.) If such Bonds were to be prepaid before scheduled maturity, the investor would not receive the anticipated yield through the scheduled maturity date. In such a prepayment situation there is no guarantee that the investor could reinvest the proceeds and receive a comparable yield for the period remaining until the scheduled maturity of such Bonds. The investor, therefore, may receive a lower total return for the period beginning on the date of purchase through the scheduled date of maturity than anticipated.

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BOND ISSUE SUMMARY

The information contained in this Bond Issue Summary is qualified in its entirety by the entire Official Statement, which should be reviewed in its entirety by potential investors.

Issuer: Gahanna-Jefferson City School District, Franklin County, Ohio

Issue: $205,665,000_{School Facilities Construction and Improvement Bonds, Series 2021 (the} “Bonds”)

Dated Date: Date of Delivery

Interest Payment

Dates: Interest on the Bonds will be paid each June 1 and December 1, beginning June 1, 2021

*_.

Principal Payment

Dates: Serial Bonds: December 1, 2021

*_{through December 1, 2041}*_{, inclusive;}

Term Bonds: December 1, 2043*_{, December 1, 2046}*_{, December 1, 2051}*_{and December}

1, 2057*_.

Redemption: The Bonds maturing after December 1, 2030*_{are subject to redemption at the option of the} School District, either in whole or in part, in such order of maturity as the School District

shall determine, on any date on or after December 1, 2030*_{, at a redemption price equal to}

100% of the principal amount redeemed plus, in each case, accrued interest to the date fixed for redemption. (See “THE BONDS – Redemption Provisions – Optional Redemption” herein.)

The Term Bonds maturing on December 1, 2043*_{, December 1, 2046}*_{, December 1, 2051}*

and December 1, 2057*_{are subject to mandatory sinking fund redemption prior to stated}

maturity. (See “THE BONDS – Redemption Provisions – Mandatory Sinking Fund Redemption” herein.)

Purpose: The Bonds are being issued for the purpose of constructing school facilities, including a new high school, and renovating, repairing, improving, and constructing improvements and additions to existing school facilities, buildings, and infrastructure, including additional classroom and learning space capacity to accommodate student population growth; furnishing and equipping the same; improving the sites thereof; and acquiring land and interests in land. (See “THE BONDS – Authorization and Purpose” herein.)

Security: The Bonds will be voted general obligations of the School District and will contain a pledge of the full faith and credit of the School District for the payment of the principal of and interest on the Bonds when due. (See “SECURITY AND SOURCE OF PAYMENT FOR THE SCHOOL DISTRICT’S GENERAL OBLIGATION DEBT” herein.)

Credit Ratings: The School District is expected to receive a rating of “AA” on the Bonds from S&P Global Ratings (“S&P”), a division of S&P Global Inc., which rating is based on the understanding that the Bonds will be guaranteed under a municipal bond insurance policy issued by Assured Guaranty Municipal Corp. upon the delivery of the Bonds. The Bonds also received an underlying rating of “Aa3” on the Bonds from Moody’s Investors Service, Inc. (“Moody’s”). (See “RATINGS” herein.)

Bond Insurance: The scheduled payment of the principal of and interest on the Bonds when due will be guaranteed under a municipal bond insurance policy to be issued by Assured Guaranty Municipal Corp. (“AGM”) concurrently with the issuance and delivery of the Bonds. (See “BOND INSURANCE” herein.)

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Tax Matters: In the opinion of Bond Counsel, under existing law, (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the alternative minimum tax, and (ii) interest on and any profit made on the sale, exchange or other disposition of the Bonds is exempt from certain taxes levied by the State of Ohio and its political subdivisions. Interest on the Bonds may be subject to certain federal income taxes imposed on certain corporations, and certain taxpayers may have certain other adverse federal income tax consequences as a result of owning the Bonds. For a more complete discussion of the tax aspects, see “TAX MATTERS” herein.

Bank

Qualification: within the meaning of Section 265(b)(3) of the Code. The School District has not designated the Bonds as “qualified tax-exempt obligations”

Legal Opinion: Bricker & Eckler LLP

Municipal Advisor: Baker Tilly Municipal Advisors, LLC Underwriters: KeyBanc Capital Markets Inc.

Stifel, Nicolaus & Company, Incorporated Fifth Third Securities, Inc.

PNC Capital Markets LLC

Underwriters’

Counsel: Frost Brown Todd LLC Bond Registrar and

Paying Agent: Zions Bancorporation, National Association Book-Entry Only

System: entry interests therein will be available for purchase in amounts of $5,000 and integral The Bonds are being issued as fully registered Bonds in entry form only and book-multiples thereof. Owners of book-entry interests will not receive physical delivery of bond certificates. DTC or its nominee will receive all payments with respect to the Bonds from the Bond Registrar. DTC is required by its rules and procedures to remit such payments to its participants for subsequent disbursement to owners of the book-entry interests.

Delivery and

Payment: or about March 17, 2021It is expected that delivery of the Bonds in definitive form will be made through DTC on *_{. The Bonds will be released to the Underwriters against payment} in federal funds.

School District Official:

Questions concerning the Official Statement should be directed to Michael J. Verlingo, Treasurer, Gahanna-Jefferson City School District, 160 South Hamilton Road, Gahanna, Ohio 43230; telephone: (614) 471-7065.

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TABLE OF CONTENTS

REGARDING THIS OFFICIAL STATEMENT ... ii

INVESTMENT CONSIDERATIONS ... iii

General ... iii

Market for the Bonds ... iii

Investment Suitability of Tax-Exempt Bonds ... iv

Prepayments of Principal ... iv

BOND ISSUE SUMMARY ... v

TABLE OF CONTENTS ... vii

INTRODUCTORY STATEMENT ... 1

DEFINITIONS... 2

THE BONDS ... 3

Authorization and Purpose ... 3

Form and Terms ... 3

Redemption Provisions ... 4

ESTIMATED SOURCES AND USES OF FUNDS ... 6

SECURITY AND SOURCE OF PAYMENT FOR THE SCHOOL DISTRICT’S GENERAL OBLIGATION DEBT ... 6

Security for the Bonds ... 6

School District Bankruptcy ... 7

BOND INSURANCE ... 7

Bond Insurance Policy ... 7

Assured Guaranty Municipal Corp. ... 7

RATINGS ... 10

UNDERWRITING ... 10

MUNICIPAL ADVISOR ... 11

LITIGATION ... 12

Litigation Generally ... 12

School Funding Litigation ... 12

LEGAL MATTERS ... 13

TAX MATTERS... 13

General ... 13

Original Issue Discount ... 14

Amortizable Bond Premium ... 15

BOOK-ENTRY ONLY SYSTEM ... 15

Revision of Book-Entry Only System - Replacement Bonds ... 18

TRANSCRIPT AND CLOSING DOCUMENTS ... 18

CORONAVIRUS (COVID-19) ... 18

CONTINUING DISCLOSURE ... 20

CONCLUDING STATEMENT ... 21 APPENDIX A – GAHANNA-JEFFERSON CITY SCHOOL DISTRICT ... A-1 GENERAL INFORMATION ... A-1 Introduction ... A-1 Map of Geographic Area ... A-2 Win-Win Agreement ... A-3 School District Officials ... A-4 School District Employees ... A-4 Pension Obligations ... A-5 School District Facilities ... A-6

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Advanced Standing Programs ... A-8 Open Enrollment ... A-8 Educational Program ... A-8 State Performance Standards ... A-9 Comparative Position of the School District ... A-10 ECONOMY AND EMPLOYMENT ... A-11 Economic Development ... A-11 Labor Force Statistics ... A-13 Largest Employers ... A-14 SCHOOL DISTRICT PROPERTY TAX BASE ... A-15 Ad Valorem Taxes and Assessed Valuation ... A-15 Tax Abatements and Economic Development Incentives ... A-16 Assessed Valuation ... A-17 Largest Taxpayers ... A-18 History of Voted Taxes ... A-19 Property Tax Rates and Collections ... A-20 Property Tax Rate Calculations ... A-21 Ad Valorem Tax Levies ... A-22 Repeal of Property Tax Levies ... A-22 Total Property Tax Burden ... A-23 State Reimbursement of Property Tax Revenues ... A-23 OTHER SOURCES OF SCHOOL DISTRICT FUNDING ... A-25 School Foundation Program ... A-25 State Classroom Facilities Assistance ... A-25 School District Income Tax ... A-26 SCHOOL DISTRICT DEBT AND DEBT LIMITATIONS ... A-26 Statutory Debt Limitations Generally ... A-26 Bond Anticipation Notes ... A-29 School District Debt Currently Outstanding ... A-30 Debt Service Requirements ... A-31 Overlapping Subdivision Indebtedness ... A-33 Debt Capacity Analysis ... A-34 Lease Obligations ... A-35 Future Financings ... A-38 FINANCES OF THE SCHOOL DISTRICT ... A-38 Budgeting, Tax Levy and Appropriations Procedures ... A-38 Financial Reports and Audits ... A-38 Five-Year Projection ... A-39 Fiscal Oversight System ... A-39 General Fund Operations ... A-40 General Fund Set-Aside ... A-40 Investment of Funds ... A-40 School District Insurance ... A-42 APPENDIX B – Audited Financial Statements for the Fiscal Year Ended June 30, 2020 ... B-1 APPENDIX C – Five-Year Projection of Operational Revenues and Expenditures ... C-1 APPENDIX D – Form of Approving Legal Opinion of Bricker & Eckler LLP ... D-1 APPENDIX E – Form of Closing Certificate ... E-1 APPENDIX F – Form of Continuing Disclosure Certificate ... F-1

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$205,665,000*

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AHANNA

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EFFERSON

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CHOOL

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ISTRICT

INTRODUCTORY STATEMENT

This Official Statement has been prepared by the Board of Education (the “Board”) of the School District in connection with the original issuance and sale by the School District of the Bonds identified on the Cover.

All financial and other information presented herein has been provided by the School District from its records, except for information expressly attributed to other sources. The presentation of information, including tables of receipts from taxes and other sources, is intended to show recent historic information, and is not intended to indicate future or continuing trends in the financial position or other affairs of the School District. No representation is made that past experience, as might be shown by such financial and other information, will necessarily continue or be repeated in the future.

Certain statements contained in this Official Statement, including, without limitation, statements containing the words “believes,” “anticipates,” “expects” and words of similar import, involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the School District to be materially different from any future results, performance or achievements expressed or implied by such statements. Such factors include, among others, general economic conditions, demographic changes, and existing government regulations and changes in, or the failure to comply with, government regulations. Certain of these factors are discussed in more detail elsewhere in this Official Statement. Given these uncertainties, readers of this Official Statement and investors are cautioned not to place undue reliance on such forward-looking statements.

This Official Statement should be considered in its entirety and no subject discussed should be considered less important than any other subject by reason of its location in the text. Reference should be made to laws, reports or documents referred to for more complete information regarding their contents.

References herein to provisions of Ohio law (whether codified in the Ohio Revised Code or uncodified), the Ohio Constitution, or federal law are references to such provisions as they presently exist. Provisions of Ohio law, the Ohio Constitution and federal law may in the future, and from time to time, be amended, repealed or supplemented.

Additional information relating to the financial condition of the School District may be obtained by contacting Michael J. Verlingo, Treasurer, Gahanna-Jefferson City School District, 160 South Hamilton Road, Gahanna, Ohio 43230; telephone: (614) 471-7065, and from the Ohio Department of Education’s website: http://education.ohio.gov/. The School District makes no representation as to the accuracy of the information appearing at such website.

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DEFINITIONS

The following capitalized terms, as used in this Official Statement and the Appendices attached hereto, have the following meanings unless otherwise indicated:

“Annual Report” means any continuing disclosure annual report provided by the School District referred to in this Official Statement and any appendix hereto, which Annual Reports are intended to satisfy the annual financial information requirements of the Rule and Section (b)(5)(i)(A) therein.

“Bankruptcy Code” means Title 11 of the United States Code. “Board” means the Board of Education of the School District. “Bond Counsel” means Bricker & Eckler LLP.

“Bond Registrar” means Zions Bancorporation, National Association. “City” means the City of Gahanna, Ohio.

“Code” means the Internal Revenue Code of 1986, as amended. “County” means Franklin County, Ohio.

“County Auditor” means the County Auditor of the County. “County Treasurer” means the County Treasurer of the County.

“Cover” means the cover page and the inside cover of this Official Statement. “Department” means the State Department of Education.

“Fiscal Year” means the 12-month period ending June 30, and reference to a particular Fiscal Year means the Fiscal Year ending on June 30 in that year.

“MSA” or “Columbus MSA” means the Columbus Metropolitan Statistical Area, as defined by the United States Office of Management and Budget, including Delaware, Fairfield, Franklin, Hocking, Licking, Madison, Morrow, Perry, Pickaway, and Union Counties.

“OMAC” means the Ohio Municipal Advisory Council.

“Project” means constructing school facilities, including a new high school, and renovating, repairing, improving, and constructing improvements and additions to existing school facilities, buildings, and infrastructure, including additional classroom and learning space capacity to accommodate student population growth; furnishing and equipping the same; improving the sites thereof; and acquiring land and interests in land.

“Revised Code” means the Ohio Revised Code, as amended.

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“Series 2021 Certificates” means the School District’s $48,000,000*_{Certificates of Participation} (Gahanna-Jefferson City School District, Franklin County, Ohio School Facilities Project), Series 2021, dated March ___, 2021*_.

“State” or “Ohio” means the State of Ohio. “State Auditor” means the Auditor of the State.

“State Superintendent” means the State Superintendent of Public Instruction. “Tax Commissioner” means the Tax Commissioner of the State.

“Treasurer” means the Treasurer of the Board.

“Underwriters” means KeyBanc Capital Markets Inc., Stifel, Nicolaus & Company, Incorporated, Fifth Third Securities, Inc., and PNC Capital Markets LLC.

THE BONDS Authorization and Purpose

The Bonds are authorized by a resolution passed by the Board on December 17, 2020 (the “Bond Resolution”). The electors of the School District approved the issuance of bonds in the amount of $205,665,000 at the election held on November 3, 2020, and the Bonds are issued pursuant to such voted authority. The Bonds are unlimited tax, general obligation bonds issued pursuant to such voted authority for the purpose of paying costs of the Project. The Series 2021 Certificates will be used to finance the portion of the costs of the Project that exceed the par amount of the Bonds. (See “SCHOOL DISTRICT DEBT AND DEBT LIMITATIONS – Lease Obligations – 2021 Certificates of Participation” herein.)

The Bonds are issued in conformity with Revised Code Chapter 133, and are, therefore, lawful investments for banks, savings and loan associations, credit union share guaranty corporations, trust companies, trustees, fiduciaries, insurance companies, including domestic for life and domestic not for life, trustees or other officers having charge of sinking and bond retirement or other funds of the State, subdivisions and taxing districts, the Commissioners of the Sinking Fund of the State, the Administrator of Workers’ Compensation, the State teachers, public employees, and school employees retirement systems, and the police and firemen’s disability and pension fund, and are eligible as security for the repayment of the deposit of public moneys.

Under Ohio law, the maximum maturity of the Bonds is 37 years. Form and Terms

The Bonds will be issued in fully registered form and the Bonds (as shown on the Cover) will bear interest from their dated date until maturity or earlier redemption, at the rates per annum as set forth on the Cover, payable on June 1 and December 1 of each year, and will mature on December 1 in the years as indicated on the Cover. The Bonds will be issued in denominations of $5,000 or any integral multiple thereof, provided that, so long as the Bonds shall be in book-entry form and held by a depository, each Bond will be of a single maturity, and will be numbered as determined by the Treasurer.

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Principal of the Bonds (as shown on the Cover) will be payable at maturity, in lawful money of the United States of America, at the designated corporate trust office of Zions Bancorporation, National Association, which has been designated by the Board as the bond registrar, paying agent, and transfer agent for the Bonds (the “Bond Registrar”). Interest on the Bonds will be payable to the person whose name appears as the registered holder thereof on the registration records maintained by the Bond Registrar, on the respective Record Date (15th day next preceding an interest payment date) by check mailed to such registered holder at the address of such registered holder as it appears on the registration records. No deduction shall be made for exchange, collection, or service charges.

Redemption Provisions

Mandatory Sinking Fund Redemption

The Term Bonds maturing on December 1, 2043*_{are subject to mandatory sinking fund redemption} at a redemption price of 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption, on December 1 in the years and in the respective principal amounts as follows:

Year*

Principal Amount to be Redeemed*

2042 $4,965,000 The remaining principal amount of such Term Bonds ($5,165,000*) will be paid at stated maturity on December 1, 2043*.

Year*

Principal Amount to be Redeemed*

2044 $5,370,000 2045 5,475,000 The remaining principal amount of such Term Bonds ($5,585,000*) will be paid at stated maturity on December 1, 2046*.

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Year* Principal Amount to be Redeemed* 2047 $5,695,000 2048 5,820,000 2049 7,710,000 2050 7,875,000 The remaining principal amount of such Term Bonds ($8,045,000*_{) will be paid at stated maturity on} December 1, 2051*_.

Year* Principal Amount to be Redeemed* 2052 $8,215,000 2053 8,460,000 2054 8,715,000 2055 8,975,000 2056 9,245,000 The remaining principal amount of such Term Bonds ($9,520,00*_{) will be paid at stated maturity on} December 1, 2057.

Optional Redemption

The Bonds maturing after December 1, 2030*_{are subject to redemption at the option of the School} District, either in whole or in part, in such order of maturity as the School District shall determine, on any date on or after December 1, 2030*_{, at a redemption price equal to 100% of the principal amount redeemed} plus, in each case, accrued interest to the date fixed for redemption.

When partial redemption is authorized, the Bonds or portions thereof will be selected by lot within a maturity in such manner as the Bond Registrar may determine, provided, however, that the portion of any such Bond so selected will be in the amount of $5,000 or any integral multiple thereof.

The notice of the call for redemption of Bonds shall identify (i) by designation, letters, numbers or other distinguishing marks, such Bonds or portions thereof to be redeemed, (ii) the redemption price to be paid, (iii) the date fixed for redemption, and (iv) the place or places where the amounts due upon redemption are payable. From and after the specified redemption date, interest on such Bonds (or portions thereof) called for redemption shall cease to accrue. Such notice shall be sent by first class mail to each such registered holder at the address shown in the Bond registration records at least 30 days prior to the

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redemption date. Failure to receive such notice or any defect therein shall not affect the validity of the proceedings for the redemption of any such Bond.

ESTIMATED SOURCES AND USES OF FUNDS The proceeds of the Bonds will be applied as follows:

Sources

Par value of the Bonds $205,665,000.00*

[Net] original issue premium Total Sources

Uses

Deposit to project fund Capitalized interest Costs of issuance** Total Uses

*_{Preliminary, subject to change.}

**_{Includes Underwriters’ compensation, municipal bond insurance premium, rating fees, municipal advisory fees,} legal fees, registrar fees, and other miscellaneous expenses.

SECURITY AND SOURCE OF PAYMENT FOR THE SCHOOL DISTRICT’S GENERAL OBLIGATION DEBT Security for the Bonds

The Bonds are voted general obligation debt of the School District, payable from the sources described herein, subject to Chapter 9 of the Bankruptcy Code and other laws affecting creditors’ rights. The basic security for payment of the Bonds is the requirement that the School District levy ad valorem property taxes outside the ten-mill limitation (which limitation is further described in APPENDIX A under “SCHOOL DISTRICT DEBT AND DEBT LIMITATIONS”), which taxes are unlimited as to rate and amount, to the extent necessary to pay the anticipated debt service on the Bonds as the same becomes due, and to the extent that such debt service on the Bonds is not paid from other sources.

Such taxes can be expended only for the purpose of paying the anticipated debt service on the Bonds (together with costs of issuing the Bonds) and since such taxes are unlimited as to rate or amount, the rate of millage actually levied in each year while the Bonds are outstanding will be such as is determined to be necessary by the County Auditor to produce the amount necessary to pay debt service on the Bonds due in that year, giving due consideration to the School District’s assessed valuation and previous tax

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The Bonds are also secured by a pledge of the full faith and credit of the School District. This pledge includes all of the funds of the School District, except those prohibited from use by the Ohio Constitution, State or federal law, or specifically limited to another use. (See “SCHOOL DISTRICT DEBT AND DEBT LIMITATIONS – Statutory Debt Limitations Generally” in APPENDIX A.)

In addition to the right of individual bondholders to sue upon their particular Bonds, State law authorizes the holders of not less than 10% in principal amount of the Bonds to bring mandamus or other actions to enforce all contractual or other rights of the bondholders, including the right to require the School District to levy, collect and apply the taxes to pay debt service on the Bonds, and in the case of any default in payment of debt service on the Bonds, to bring an action to require the School District to account as if it were the trustee of an express trust for the bondholders or to enjoin any acts that may be unlawful or in violation of bondholder rights.

School District Bankruptcy

An Ohio school district may file for bankruptcy under Chapter 9 of the Bankruptcy Code if it meets certain prerequisites under both federal and State law. Section 109(c) of the Bankruptcy Code sets forth the requirements for a State political subdivision to file for bankruptcy protection. In addition to requiring a school district to be insolvent1_{, a school district must be specifically authorized, in its capacity as a school} district or by name, to be a debtor under such chapter by State law, or by a governmental officer or organization empowered by State law to authorize such entity to be a debtor under such chapter.2_With regard to State law, Revised Code Section 133.36 requires that a political subdivision which desires to file bankruptcy seek and obtain permission of the Tax Commissioner. Moreover, Revised Code Section 3313.483(E)(5) provides that a school district may not file for bankruptcy if it owes money to the State.

The foregoing federal and State laws also permit an Ohio county to initiate Chapter 9 proceedings which, because a county collects certain revenues on behalf of a school district (particularly ad valorem property taxes), may adversely affect the financial condition of such school district.

BOND INSURANCE Bond Insurance Policy

Concurrently with the issuance of the Bonds, Assured Guaranty Municipal Corp. (“AGM”) will issue its Municipal Bond Insurance Policy for the Bonds (the “Policy”). The Policy guarantees the scheduled payment of principal of and interest on the Bonds when due as set forth in the form of the Policy included as APPENDIX G to this Official Statement.

The Policy is not covered by any insurance security or guaranty fund established under New York, California, Connecticut or Florida insurance law.

Assured Guaranty Municipal Corp.

AGM is a New York domiciled financial guaranty insurance company and an indirect subsidiary of Assured Guaranty Ltd. (“AGL”), a Bermuda-based holding company whose shares are publicly traded and are listed on the New York Stock Exchange under the symbol “AGO”. AGL, through its operating subsidiaries, provides credit enhancement products to the U.S. and international public finance (including infrastructure) and structured finance markets and, as of October 1, 2019, asset management services.

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Neither AGL nor any of its shareholders or affiliates, other than AGM, is obligated to pay any debts of AGM or any claims under any insurance policy issued by AGM.

AGM’s financial strength is rated “AA” (stable outlook) by S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC (“S&P”), “AA+” (stable outlook) by Kroll Bond Rating Agency, Inc. (“KBRA”) and “A2” (stable outlook) by Moody’s Investors Service, Inc. (“Moody’s”). Each rating of AGM should be evaluated independently. An explanation of the significance of the above ratings may be obtained from the applicable rating agency. The above ratings are not recommendations to buy, sell or hold any security, and such ratings are subject to revision or withdrawal at any time by the rating agencies, including withdrawal initiated at the request of AGM in its sole discretion. In addition, the rating agencies may at any time change AGM’s long-term rating outlooks or place such ratings on a watch list for possible downgrade in the near term. Any downward revision or withdrawal of any of the above ratings, the assignment of a negative outlook to such ratings or the placement of such ratings on a negative watch list may have an adverse effect on the market price of any security guaranteed by AGM. AGM only guarantees scheduled principal and scheduled interest payments payable by the issuer of bonds insured by AGM on the date(s) when such amounts were initially scheduled to become due and payable (subject to and in accordance with the terms of the relevant insurance policy), and does not guarantee the market price or liquidity of the securities it insures, nor does it guarantee that the ratings on such securities will not be revised or withdrawn.

Current Financial Strength Ratings

On October 29, 2020, KBRA announced it had affirmed AGM’s insurance financial strength rating of “AA+” (stable outlook). AGM can give no assurance as to any further ratings action that KBRA may take.

On July 16, 2020, S&P announced it had affirmed AGM’s financial strength rating of “AA” (stable outlook). AGM can give no assurance as to any further ratings action that S&P may take.

On August 13, 2019, Moody’s announced it had affirmed AGM’s insurance financial strength rating of “A2” (stable outlook). AGM can give no assurance as to any further ratings action that Moody’s may take.

For more information regarding AGM’s financial strength ratings and the risks relating thereto, see AGL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

Capitalization of AGM

At September 30, 2020:

 The policyholders’ surplus of AGM was approximately $2,671 million.

 The contingency reserves of AGM and its indirect subsidiary Municipal Assurance Corp. (“MAC”) (as described below) were approximately $1,042 million. Such amount includes 100% of AGM’s contingency reserve and 60.7% of MAC’s contingency reserve.

 The net unearned premium reserves and net deferred ceding commission income of AGM and its subsidiaries (as described below) were approximately $2,111 million. Such amount includes

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The policyholders’ surplus of AGM and the contingency reserves, net unearned premium reserves and deferred ceding commission income of AGM and MAC were determined in accordance with statutory accounting principles. The net unearned premium reserves and net deferred ceding commissions of AGE UK and AGE SA were determined in accordance with accounting principles generally accepted in the United States of America.

Incorporation of Certain Documents by Reference

Portions of the following documents filed by AGL with the Securities and Exchange Commission (the “SEC”) that relate to AGM are incorporated by reference into this Official Statement and shall be deemed to be a part hereof:

(i) the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (filed by AGL with the SEC on February 28, 2020);

(ii) the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 (filed by AGL with the SEC on May 8, 2020);

(iii) the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 (filed by AGL with the SEC on August 7, 2020); and

(iv) the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 (filed by AGL with the SEC on November 6, 2020).

All information relating to AGM included in, or as exhibits to, documents filed by AGL with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, excluding Current Reports or portions thereof “furnished” under Item 2.02 or Item 7.01 of Form 8-K, after the filing of the last document referred to above and before the termination of the offering of the Bonds shall be deemed incorporated by reference into this Official Statement and to be a part hereof from the respective dates of filing such documents. Copies of materials incorporated by reference are available over the internet at the SEC’s website at http://www.sec.gov, at AGL’s website at http://www.assuredguaranty.com, or will be provided upon request to Assured Guaranty Municipal Corp.: 1633 Broadway, New York, New York 10019, Attention: Communications Department (telephone (212) 974-0100). Except for the information referred to above, no information available on or through AGL’s website shall be deemed to be part of or incorporated in this Official Statement.

Any information regarding AGM included herein under the caption “BOND INSURANCE – Assured Guaranty Municipal Corp.” or included in a document incorporated by reference herein (collectively, the “AGM Information”) shall be modified or superseded to the extent that any subsequently included AGM Information (either directly or through incorporation by reference) modifies or supersedes such previously included AGM Information. Any AGM Information so modified or superseded shall not constitute a part of this Official Statement, except as so modified or superseded.

Miscellaneous Matters

AGM makes no representation regarding the Bonds or the advisability of investing in the Bonds. In addition, AGM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding AGM supplied by AGM and presented under the headings “BOND INSURANCE” and

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RATINGS

As noted on the Cover, the School District expects to receive a rating of “AA” (the “Insured Rating”) on the Bonds from S&P Global Ratings ("S&P"), a division of S&P Global Inc., which Insured Rating is based on the understanding that the Bonds will be insured by the Policy to be issued by AGM upon their issuance. The Bonds also have an underlying rating of “Aa3” from Moody’s Investors Service, Inc. (“Moody’s”), which is the same as Moody’s issuer rating on the School District. No application for a rating on the Bonds has been made to any other rating agency.

The “Aa3” underlying rating reflects only the views of Moody’s. Any explanation of the significance of such rating may only be obtained from Moody’s Investors Service, Inc., 7 World Trade Center at 250 Greenwich Street, New York, New York 10007, telephone (212) 553-1653; website: www.moodys.com.

The Insured Rating reflects only the views of S&P regarding AGM. Any explanation of the significance of such rating may only be obtained from S&P Global Ratings, 55 Water Street, New York, New York 10041; telephone (212) 438-2000; website: www.spratings.com.

The School District furnished Moody’s with certain information and materials, some of which may not have been included in this Official Statement, relating to the Bonds and the School District. Generally, rating agencies base their ratings on such information and materials, as well as investigation, studies and assumptions by the rating agencies. Such ratings are not recommendations to buy, sell or hold the Bonds.

The Insured Rating on the Bonds assumes the issuance of the Policy by AGM upon delivery of the Bonds. (See “BOND INSURANCE” herein.) Pursuant to the Policy, the form of which is attached hereto as APPENDIX G, AGM will guarantee the payment, when due, of principal of and interest on the Bonds, as described in this Official Statement.

The ongoing stability of AGM and AGM’s ability to pay principal of and interest on the Bonds, and otherwise to perform its obligation under the Policy, are the primary basis for the Insured Rating assigned to the Bonds and the ultimate security for the payment of principal of and interest on the Bonds. A decline in the financial condition of AGM could have an adverse effect on the Insured Rating and, consequently, on the market price of the Bonds.

There can be no assurance that a rating, when assigned, will continue for any given period of time or that it will not be lowered or withdrawn entirely by a rating agency if, in the rating agency’s judgment, circumstances so warrant. In addition, the School District currently expects to provide to Moody’s (but assumes no obligation to furnish to the Underwriters or the holders of the Bonds) further information and materials that it may request. However, the School District does not obligate itself hereby to furnish such information and materials to Moody’s, and the School District may issue unrated bonds and notes from time to time. Failure by the School District to furnish such information and materials, or the issuance of unrated bonds or notes, may result in the suspension or withdrawal of Moody’s rating on the Bonds. Any lowering, suspension, or withdrawal of such rating may have an adverse effect on the marketability or market price of the Bonds.

UNDERWRITING

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which is equal to the par amount of the Bonds ($205,665,000.00)_{, plus [net] original issue premium} ($________), less Underwriters’ discount ($________).

The Underwriters are purchasing the Bonds as originally issued for the purpose of resale. The Underwriters reserve the right to join with dealers and other underwriters in offering the Bonds to the public. The Underwriters may offer and sell the Bonds to certain dealers (including dealer banks and dealers depositing the Bonds into unit investment trusts and money market funds, certain of which may be sponsored or managed by the Underwriters), and others at prices lower than the public offering prices noted on the Cover or with yields greater than provided by such noted prices. The initial offering prices of the Bonds may be changed, from time to time, by the Underwriters.

The Underwriters have agreed to wire funds to the Bond Registrar at closing for further distribution by the Bond Registrar to pay certain costs of issuance of the Bonds on behalf of the School District, including municipal bond insurance premium, rating fees, municipal advisory fees, legal fees, registrar fees, and other miscellaneous expenses. The amount of $_________ shall be retained from the Purchase Price and deposited with the Bond Registrar from the proceeds of the Bonds for this purpose and disbursed in accordance with instructions from the School District.

The obligation of the Underwriters to accept delivery of the Bonds is subject to the various conditions set forth in the Purchase Agreement. The Underwriters are obligated to purchase all of the Bonds if any of the Bonds are purchased.

MUNICIPAL ADVISOR

The School District has retained Baker Tilly Municipal Advisors, LLC (the “Municipal Advisor” or “BTMA”) as its municipal advisor in connection with certain aspects of the issuance of the Bonds. BTMA is a registered municipal advisor and a wholly-owned subsidiary of Baker Tilly US, LLP (“BTUS”), an accounting firm. BTMA has been retained by the School District to provide certain financial advisory services including, among other things, assisting with the preparation of the deemed “nearly final” Preliminary Official Statement and the final Official Statement (the “Official Statements”). The information contained in the Official Statements has been compiled from records and other materials provided by School District officials and other sources deemed to be reliable. The Municipal Advisor has not and will not independently verify the completeness and accuracy of the information contained in the Official Statements. The Municipal Advisor’s fees are expected to be paid from proceeds of the Bonds pursuant to its respective engagement.

Municipal Advisor Registration:

BTMA is a municipal advisor registered with the Securities and Exchange Commission and the Municipal Securities Rulemaking Board. As such, BTMA is providing certain specific municipal advisory services to the School District, but it is neither a placement agent to the School District nor a broker/dealer and cannot participate in the underwriting of the Bonds.

The offer and sale of the Bonds shall be made by the School District, in the sole discretion of the School District, and under its control and supervision. The School District has agreed that BTMA does not undertake to sell or attempt to sell the Bonds, and will take no part in the sale thereof.

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Other Financial Industry Activities and Affiliations:

BTUS is an advisory, tax and assurance firm headquartered in Chicago, Illinois. BTUS and its affiliated entities, have operations in North America, South America, Europe, Asia and Australia. BTUS is an independent member of Baker Tilly International, a worldwide network of independent accounting and business advisory firms in 47 territories, with 33,600 professionals.

Baker Tilly Investment Services, LLC (“BTIS”) is registered as an investment adviser with the Securities and Exchange Commission (“SEC”) under the Federal Investment Advisers Act of 1940. BTIS provides discretionary and non-discretionary investment management services to government and municipal entities. BTIS may provide advisory services to the clients of BTMA.

Baker Tilly Capital, LLC (“BTC”), a wholly owned subsidiary of BTUS, is a limited purpose broker/dealer registered with the SEC and member of the Financial Industry Regulatory Authority (“FINRA”). BTC provides merger & acquisition, capital sourcing and corporate finance advisory services. BTC may provide transaction advisory services to clients of BTMA.

Baker Tilly Financial, LLC (“BTF”), a wholly owned subsidiary of BTUS, is an investment adviser registered with the SEC. BTF provides both discretionary and non-discretionary portfolio management, consulting and retirement plan management services to individuals and retirement plans. BTF may provide advisory services to the clients of BTMA.

BTMA has no other activities or arrangements that are material to its advisory business or its clients with a related person who is a broker-dealer, investment company, other investment adviser or financial planner, bank, law firm or other financial entity.

LITIGATION Litigation Generally

To the knowledge of the appropriate officials of the School District, no litigation or administrative action or proceeding is pending or threatened restraining or enjoining, or seeking to restrain or enjoin, the issuance and delivery of the Bonds, or the levy and collection of taxes to pay the debt service on the Bonds, or contesting or questioning the proceedings and authority under which the Bonds are to be authorized and are to be issued, sold, executed or delivered, or the validity of the Bonds. A no-litigation certificate to such effect will be delivered to the Underwriters at the time of original delivery of the Bonds to the Underwriters. In common with other political subdivisions, the School District from time to time receives notices of claims for money damages or injunctive relief related to its operations. The School District is currently a defendant in a lawsuit filed by a former employee seeking damages from the School District. This proceeding is unrelated to the Bonds or the security therefor. In the opinion of School District officials, such claim, regardless of its merit, is not in excess of the School District’s insurance coverage and will not have a material adverse effect on the School District’s finances or upon the Bonds or the security therefor. School Funding Litigation

In 1997, the Ohio Supreme Court determined in the case of DeRolph v. State of Ohio that Ohio’s elementary and secondary public school financing system violated the Ohio Constitution. Included in the DeRolph decision was a ruling that property taxes may be used as a part of a school funding solution, but

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Throughout its rulings the Ohio Supreme Court did not specifically address, and did not hold as invalid:

Voted securities issues (bonds and notes previously issued and bond issues that may be placed on the ballot in the future) and the debt service levy included within such voted authority.

Unvoted securities issues (bonds and notes previously issued and future bond and note issues), issued for the purpose of constructing permanent improvements or capital facilities, and the debt service levy included within such authority.

Voted levies (property taxes or income taxes). The decisions did not address the current authority of school districts to levy and collect operating levies, and the decisions do not prevent school districts from approving additional levies.

LEGAL MATTERS

Legal matters incident to the issuance of the Bonds and with regard to the excludability of the interest on the Bonds from gross income for federal income tax purposes (see “TAX MATTERS” herein) are subject to the approving opinion of Bricker & Eckler LLP, Bond Counsel to the School District. A signed copy of that opinion will be delivered to the Underwriters at the time of original delivery. Assuming no change in applicable law prior to the date of delivery of such opinion, the opinion will be substantially in the form attached hereto as APPENDIX D. The opinion will speak only as of its date, and subsequent distribution of it by recirculation of the Official Statement or otherwise shall create no implication that Bond Counsel has reviewed or expresses any opinion concerning any of the matters referred to in the opinion subsequent to the date thereof. Certain legal matters will be passed upon for the Underwriters by their counsel, Frost Brown Todd LLC.

While Bond Counsel has participated in the preparation of portions of this Official Statement, it has not been engaged to confirm or verify, and expresses and will express no opinion as to the accuracy, completeness or fairness of any of the statements in this Official Statement, including its appendices (other than APPENDIX D), or in any other reports, financial information, offering or disclosure documents or other information pertaining to the School District or the Bonds that may be prepared or made available by the School District or others to the holders of the Bonds or others.

TAX MATTERS General

In the opinion of Bricker & Eckler LLP, Bond Counsel, under existing law interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103(a) of the Code, and is not treated as an item of tax preference under Section 57 of the Code for purposes of the alternative minimum tax. Further, the Bonds are not “private activity bonds” as defined in Section 141(a) of the Code.

Interest on the Bonds, the transfer thereof, and any profit made on their sale, exchange or other disposition, are exempt from the Ohio personal income tax, the Ohio commercial activity tax, the net income base of the Ohio corporate franchise tax, and municipal, school district, and joint economic development district income taxes in Ohio.

The opinion on tax matters will be based on and will assume the accuracy of certain representations and certifications made by the Board and others, and the compliance with certain covenants of the School

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foregoing, including that the Bonds are and will remain obligations the interest on which is excluded from gross income for federal income tax purposes. Bond Counsel has not and will not independently verify the accuracy of such certifications and representations.

The School District has not designated the Bonds as “qualified tax-exempt obligations” as defined in Section 265(b)(3) of the Code.

The Code prescribes a number of qualifications and conditions for the interest on state and local government obligations to be and remain excluded from gross income for federal income tax purposes, some of which require future or continued compliance after issuance of the obligations in order for the interest to be and continue to be so excluded from the date of issuance. Noncompliance with these requirements could cause the interest on the Bonds to be included in gross income for federal income tax purposes and thus to be subject to regular federal income tax retroactively to the date of their issuance. The School District has covenanted to take such actions that may be required of it for the interest on the Bonds to be and remain excluded from gross income for federal income tax purposes, and not to take any actions which would adversely affect that exclusion.

Under the Code, interest on the Bonds may be subject to a branch profits tax imposed on certain foreign corporations doing business in the United States of America and a tax imposed on excess net passive income of certain S corporations. Under the Code, the exclusion of interest from gross income for federal income tax purposes can have certain adverse federal income tax consequences on items of income or deductions for certain taxpayers, including among them financial institutions, certain insurance companies, recipients of Social Security and Railroad Retirement benefits, and those that are deemed to incur or continue indebtedness to acquire or carry tax-exempt obligations and individuals otherwise eligible for the earned income tax credit. The applicability and extent of these or other tax consequences will depend upon the particular tax status or other items of income and expenses of the holders of the Bonds. Bond Counsel will express no opinion and make no representation regarding such consequences.

From time to time, legislative proposals are pending in the United States Congress that would, if enacted, alter or amend one or more of the federal tax matters referred to above in certain respects or would adversely affect the market value of the Bonds. Court proceedings may also be filed, the outcome of which could modify the tax treatment of obligations such as the Bonds. There can be no assurance that legislation enacted or proposed, or actions by a court, after the date of issuance of the Bonds will not have an adverse effect on the tax status of interest or other income on the Bonds or the market value or marketability of the Bonds. Prospective purchasers of the Bonds should consult their own tax advisers regarding pending or proposed federal and state tax legislation and court proceedings, as to all of which Bond Counsel expresses no opinion.

Original Issue Discount

Certain of the Bonds may be sold to the public at a price of less than 100% of their face amount (the “Discount Bonds”). The following information, which has not been included in the opinion of Bond Counsel, may be helpful to prospective purchasers of the Discount Bonds.

Under present federal income tax law, original issue discount (i.e., the difference between the issue price, as hereinafter defined, of a Discount Bond and the stated redemption price at maturity of such Discount Bond), is treated as accruing (“accreted”) over the term of such Discount Bond. The issue price is the price at which a substantial amount of the Discount Bonds is sold to the public (excluding bond

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all prior accretion periods, multiplied by (b) the initial offering yield of that Discount Bond reflected on the Cover of this Official Statement (determined on the basis of compounding at the close of each accretion period and properly adjusted for the length of the accretion period), minus interest actually paid during such accretion period. For these purposes, “accretion period” means a six-month period (or shorter period from the date the Discount Bond was issued) which ends on a day in the calendar year corresponding to the maturity date of that Discount Bond or the date six months before such maturity date.

The amount of original issue discount so accreted in a particular accretion period will be considered to accrete ratably on each day of the accretion period. Such accreted amount is used for purposes of determining the adjusted basis for federal income tax purposes of the holder of such Discount Bond but is not included in such holder’s gross income for federal income tax purposes. Consequently, a purchaser who buys a Discount Bond in the initial offering at the issue price and holds such Discount Bond to its maturity would not realize any gain or loss for federal income tax purposes upon payment of the stated redemption price of that Discount Bond at maturity.

Amortizable Bond Premium

Certain of the Bonds may be sold at issue prices greater than the principal amount payable at maturity or earlier call date (the “Premium Bonds”). The following information, which has not been included in the opinion of Bond Counsel, may be helpful to prospective purchasers of the Premium Bonds.

Premium Bonds will be considered to be issuable with amortizable bond premium (the “Bond Premium”). A taxpayer who acquires a Premium Bond in the initial public offering will be required to adjust his or her basis in the Premium Bond downward as a result of the amortization of the Bond Premium, pursuant to Section 1016(a)(5) of the Code. The amount of amortizable Bond Premium will be computed on the basis of the taxpayer’s yield to maturity with compounding at the end of each accrual period. Rules for determining (a) the amount of amortizable Bond Premium and (b) the amount amortizable in a particular year are set forth at Section 171(b) of the Code. No income tax deduction for the amount of amortizable Bond Premium will be allowed to a holder pursuant in Section 171(a)(2) of the Code. The amortization of Bond Premium may be taken into account as a reduction in the amount of tax-exempt income for purposes of determining other tax consequences of owning the Premium Bonds. A purchaser of a Premium Bond at its issue price in the initial public offering who holds that Premium Bond to maturity will realize no gain or loss upon the retirement of such Premium Bond.

PROSPECTIVE PURCHASERS OF THE DISCOUNT OR PREMIUM BONDS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSEQUENCES OF THE PURCHASE, SALE, TRANSFER, REDEMPTION, PAYMENT, OR OTHER DISPOSITION OF THE DISCOUNT OR PREMIUM BONDS, INCLUDING, WITHOUT LIMITATION, MODIFICATIONS TO THE METHOD FOR ACCRETING ORIGINAL ISSUE DISCOUNT OR AMORTIZING PREMIUM FOR CERTAIN SUBSEQUENT PURCHASERS, AND INCLUDING THE EFFECT OF ANY APPLICABLE STATE OR LOCAL INCOME TAX LAWS.

BOOK-ENTRY ONLY SYSTEM

The information in this section concerning DTC and DTC’s book-entry only system has been obtained from DTC, and the School District takes no responsibility for the completeness or accuracy thereof. The School District cannot and does not give any assurances that DTC, Direct Participants or Indirect Participants will distribute to the Beneficial Owners (each as hereinafter defined) (a) payments of interest, principal, or premium, if any, with respect to the Bonds, (b) certificates representing ownership interest in or other confirmation of ownership interest in the Bonds, or (c) redemption or other notices sent