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n.PRELIMINARY OFFICIAL STATEMENT DATED APRIL 13, 2016

NEW ISSUEBOOK-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 Counsels 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, ARIZONAEDUCATION FACILITY LEASE REVENUE BONDS

(CHARTER SCHOOL SOLUTIONSHARMONY 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 SolutionsHarmony 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 SolutionsHarmony 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 August15 and February15, 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 DTCs 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 Schools 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 Borrowers 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 Issuers counsel, by Andrews Kurth LLP, Houston Texas, as Borrowers counsel, by Andrews Kurth LLP, Houston Texas, as Charter Schools counsel and by Kutak Rock LLP, Scottsdale, Arizona, as Underwriters 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 SOLUTIONSHARMONY PUBLIC SCHOOLS PROJECT)

SERIES 2016A

$2,435,000, _____% 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 SOLUTIONSHARMONY 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 Schools 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 Schools 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 SOLUTIONSHARMONY 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 SolutionsHarmony 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 SolutionsHarmony 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


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 Borrowers 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 Borrowers 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 schools 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


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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.


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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 IndentureFlow 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

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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*


Portion Series 2016A Bonds

(%)*


Portion Series 2016B Bonds*


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 BONDSRedemption of Series 2016 BondsExtraordinary 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,


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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 Schools 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.

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Senior Pledge of the Charter Schools 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 Schools 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

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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 Schools 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 Borrowers 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 Borrowers 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 Borrowers 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 Schools market, including the acceptance of the education services offered by the Charter School; lower enrollments than projected; unanticipated expenses; the capabilities of the Charter Schools 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 Borrowers and/or the Charter Schools 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

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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 Borrowers 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 schools 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 r