2.2 PETRÓLEOS Y SERVICIOS PYS
2.2.5 Análisis del entorno competitivo de la empresa
2.2.5.3 Las 5 Fuerzas de Porter
The Community Facilities District will execute a continuing disclosure certificate (the “Continuing Disclosure Certificate”) for the benefit of the Owners and Beneficial Owners of the 2016 Bonds to provide certain financial information and operating data relating to the Community Facilities District (the “Annual Report”) and to provide notices of the occurrence of certain enumerated events (the “Listed Events”). The Annual Report will be filed by the Community Facilities District as the initial Dissemination Agent (the “Dissemination Agent”) with the Electronic Municipal Market Access System of the Municipal Securities Rulemaking Board (“EMMA”). Notices of Listed Events will be filed by the Dissemination Agent with EMMA. The specific nature of the information to be included in the Annual Reports and the notices of Listed Events is set forth in Appendix F — “FORM OF DISTRICT CONTINUING DISCLOSURE CERTIFICATE.” The Continuing Disclosure Certificate will be executed and delivered by the Community Facilities District in order to assist the Underwriter in the marketing of the 2016 Bonds. The Annual Reports are to be filed by the Community Facilities District no later than eight months after the end of the Community Facilities District’s fiscal year, which is currently June 30. The first Annual Report will be due March 1, 2017.
The Community Facilities District (not the Water District) is obligated to comply with the Continuing Disclosure Certificate and the Community Facilities District has not previously entered into any continuing disclosure undertaking. However, the Board of Directors of the Water District is the legislative body of the Community Facilities District and the Water District’s other community facilities districts and the Community Facilities District and the Water District’s other community facilities districts have no employees or staff independent of the Water District.
The Water District believes that it is currently in material compliance with all of its continuing disclosure undertakings. However, previously:
(1) Of the approximately 49 outstanding debt issuances of community facilities districts created by the Water District (the “CFD Bonds”), one report for Fiscal Year 2013 and one report for Fiscal Year 2012 were filed after the dates required for such filings. Although the Water District is not the “obligated person” for purposes of SEC Rule 15c2-12(b)(5) (the “Rule”) with respect to the CFD Bonds, the Water District staff is responsible for preparing the annual reports for the CFD Bonds.
(2) The Annual Reports for Fiscal Years 2013 and 2010 for the Water District’s outstanding water and sewer system obligations (the “Obligations”) were filed between 2 and 4 days after the dates required for such filings, but in each case on or prior to December 31 of the applicable calendar year.
(3) The Annual Reports for Fiscal Year 2012 for the Obligations and for Fiscal Year 2013 for the Western Riverside Water and Wastewater Financing Authority Revenue Bonds, Series 2005A and Series 2009A (which are general obligations of the Water District) were filed after the dates required for such filings, in each case after December 31 of the applicable calendar year.
(4) In the last five Fiscal Years, the Water District did not timely file all significant event notices of changes in the ratings of certain Obligations resulting from changes in ratings to the bond insurers which insured such obligations, changes in the short-term ratings of providers of liquidity facilities for certain Obligations and upgrades in the underlying ratings for certain Obligations.
(5) For Fiscal Years 2010 and 2011, certain of the Water District’s annual reports contained hyperlinks to the Water District’s audited financial statements. The Water District has since filed the audited financial statements directly with EMMA.
On April 30, 2014, the Water District’s Board of Directors adopted continuing disclosure policies and procedures and Water District staff have undergone training to ensure compliance with continuing disclosure undertakings in the future.
It should be noted that the Community Facilities District is required to file certain financial statements with the Annual Reports. The inclusion of this information does not mean that the 2016 Bonds are secured by any resources or property of the Community Facilities District other than as described hereinabove. See “LIMITATION OF LIABILITY,” “SECURITY FOR THE 2016 BONDS” and “SPECIAL RISK FACTORS.” It should also be noted that the list of enumerated events which the Community Facilities District has agreed to report includes three items which have absolutely no application whatsoever to the 2016 Bonds. Thus, any implication from the inclusion of these items in the list to the contrary notwithstanding, there are no credit enhancements applicable to the 2016 Bonds, there are no credit or liquidity providers with respect to the 2016 Bonds, and the 2016 Bonds have not been assigned a rating.
Developer
For the benefit of Bondowners, Woodside will enter into a Developer Continuing Disclosure Agreement covenanting to provide certain financial and operating data and notice of certain material events as they occur.
To the Actual Knowledge of Woodside, Woodside is not aware of any material failures with previous undertakings by it to provide periodic continuing disclosure reports or notices of material
events with respect to community facilities districts or assessment districts in California within the last five years, except that in the last five years, Woodside (i) failed to include annual financial statements with certain annual reports dating back to 2010; although such financial statement were subsequently filed in 2014, (ii) failed to file reports for 2012 with respect to a continuing disclosure obligation, although subsequent reports and a notice of termination of obligation were filed in 2013, and (iii) filed an annual report under another continuing disclosure obligation nineteen days past the due date.
The obligations of Woodside under its Developer Continuing Disclosure Agreement will terminate upon the earliest to occur of: (i) the legal defeasance, prior redemption or payment in full of all the applicable Bonds; and (ii) the date on which neither Woodside nor any owner of an interest in Woodside nor an Affiliate of Woodside is responsible for the payment of 20 percent or more of the applicable annual Special Tax levy. Woodside has also agreed that if it sells or transfers an ownership interest in any property in Improvement Area A which will result in the transferee (other than an Affiliate of Woodside) becoming responsible for the payment of 20 percent or more of the annual Special Tax levy in the fiscal year following such transfer, Woodside will cause any such transferee to enter into a disclosure agreement described in Section 6 of the form of Developer Continuing Disclosure Agreement attached hereto in Appendix F—“FORM OF DEVELOPER CONTINUING DISCLOSURE AGREEMENT.”