WRUD Series 2009A - Final Official Statement

8/14/2019 WRUD Series 2009A - Final Official Statement

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OFFICIAL STATEMENT DATED AUGUST 24, 2009

IN THE OPINION OF BOND COUNSEL, INTEREST ON THE BONDS IS EXCLUDABLE FROM GROSS INCOME FOR PURPOSES OFFEDERAL INCOME TAXATION UNDER STATUTES, REGULATIONS, PUBLISHED RULINGS AND COURT DECISIONS EXISTING ONTHE DATE OF SUCH OPINION, AND THE BONDS ARE NOT SPECIFIED PRIVATE ACTIVITY BONDS. SEE LEGAL MATTERSHEREIN FOR A DISCUSSION OF THE OPINION OF BOND COUNSEL.

THE BONDS HAVE BEEN DESIGNATED QUALIFIED TAX-EXEMPT OBLIGATIONS FOR FINANCIAL INSTITUTIONS. SEE LEGALMATTERSQUALIFIED TAX EXEMPT OBLIGATIONS.

NEW ISSUE-Book-Entry Only

$13,000,000

THE WOODLANDS ROAD UTILITY DISTRICT NO. 1,of Montgomery County, Texas

(A political subdivision of the State of Texas located within Montgomery County)

UNLIMITED TAX ROAD BONDSSERIES 2009A

Dated: September 1, 2009 Due: October 1, as shown below

The bonds described above (the Bonds) are obligations solely of The Woodlands Road Utility District No. 1, of Montgomery County, Texas(the District), and are not obligations of the State of Texas, Montgomery County, the City of Houston, the City of Shenandoah or any entity otherthan the District.

Principal of the Bonds is payable at maturity or earlier redemption at the principal corporate trust office of the paying agent/registrar, initiallyThe Bank of New York Mellon Trust Company, N.A. in Dallas, Texas (the Paying Agent/Registrar) upon surrender of the Bonds for payment

Interest on the Bonds accrues from September 1, 2009, and is payable each April 1 and October 1, commencing April 1, 2010, until maturity or priorredemption. The Bonds will be issued only in fully registered form in denominations of $5,000 each or integral multiples thereof. The Bonds aresubject to redemption prior to their maturity, as shown below.

The Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (DTC),which will act as securities depository for the Bonds. Beneficial owners of the Bonds will not receive physical certificates representing the Bondsbut will receive a credit balance on the books of the nominees of such beneficial owners. So long as Cede & Co. is the registered owner of theBonds, the principal of and interest on the Bonds will be paid by the Paying Agent directly to DTC, which will, in turn, remit such principal andinterest to its participants for subsequent disbursement to the beneficial owners of the Bonds. See Book-Entry-Only System.

MATURITY SCHEDULE

Principal CUSIP Principal CUSIPAmount Number(b) Amount Number(b)

520,000$ 2010 979690 NT7 3.000 % 1.000 % 520,000$ 2023 (a) 979690 PG3 4.100 % 4.200 %

520,000 2011 979690 NU4 3.000 1.250 520,000 2024 (a) 979690 PH1 4.200 4.300520,000 2012 979690 NV2 3.000 1.500 520,000 2025 (a) 979690 PJ7 4.300 4.400520,000 2013 979690 NW0 3.000 1.900 520,000 2026 (a) 979690 PK4 4.400 4.500520,000 2014 979690 NX8 3.000 2.250 520,000 2027 (a) 979690 PL2 4.500 4.600520,000 2015 979690 NY6 3.500 2.650 520,000 2028 (a) 979690 PM0 4.600 4.700520,000 2016 979690 NZ3 3.500 3.100 520,000 2029 (a) 979690 PN8 4.700 4.750520,000 2017 979690 PA6 3.500 3.350 520,000 2030 (a) 979690 PP3 4.700 4.800520,000 2018 979690 PB4 4.000 3.500 520,000 2031 (a) 979690 PQ1 4.750 4.850520,000 2019 (a) 979690 PC2 4.000 3.700 520,000 2032 (a) 979690 PR9 4.750 4.900520,000 2020 (a) 979690 PD0 4.000 3.900 520,000 2033 (a) 979690 PS7 4.750 4.950520,000 2021 (a) 979690 PE8 4.000 4.000 520,000 2034 (a) 979690 PT5 4.750 5.000

520,000 2022 (a) 979690 PF5 4.000 4.100

Yield(c)MaturityMaturity Interest

(October 1) Rate Yield(c) (October 1)

InitialInitialReoffering Interest Reoffering

Rate

(a) Bonds maturing on and after October 1, 2019, are subject to redemption at the option of the District prior to their maturity dates in whole or, from time to time, inpart, on October 1, 2018, or on any date thereafter at a price of par plus unpaid accrued interest to the date fixed for redemption. See THE BONDSRedemption Provisions.

(b) CUSIP Numbers have been assigned to the Bonds by CUSIP Service Bureau and are included solely for the convenience of the purchasers of the Bonds. Neithethe District nor the Underwriter shall be responsible for the selection or correctness of the CUSIP Numbers set forth herein.

(c) Initial yield represents the initial offering yield to the public, which has been established by the Underwriter (as herein defined) for offers to the public and whichsubsequently may be changed.

The Bonds, when issued, will constitute valid and legally binding obligations of the District and will be payable from the proceeds of anannual ad valorem tax, without legal limitation as to rate or amount, levied against taxable property within the District. THE BONDS ARESUBJECT TO CERTAIN INVESTMENT CONSIDERATIONS DESCRIBED HEREIN. See INVESTMENT CONSIDERATIONS herein.

The Bonds are offered when, as and if issued by the District and accepted by the Underwriter, subject, among other things, to the approval ofthe initial Bonds by the Attorney General of Texas and the approval of certain legal matters by Schwartz, Page & Harding, L.L.P., Houston, Texas,Bond Counsel. Delivery of the Bonds is expected on or about September 29, 2009, in Houston, Texas.

Rating: Standard & Poors AAA (negative outlook)See MUNICIPAL BOND INSURANCE and

MUNICIPAL BOND RATING herein

The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under a financial guarantyinsurance policy to be issued concurrently with the delivery of the Bonds by ASSURED GUARANTY CORP. SeeMUNICIPAL BOND INSURANCE herein.


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TABLE OF CONTENTS

Assured Guaranty makes no representation regarding the Bonds or the advisability of investing in the Bonds. In addition, AssuredGuaranty has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy orcompleteness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect tothe accuracy of the information regarding Assured Guaranty supplied by Assured Guaranty and presented under the headingMUNICIPAL BOND INSURANCE and APPENDIX B SPECIMEN FINANCIAL GUARANTY INSURANCE POLICY.

USE OF INFORMATION IN OFFICIAL

STATEMENT ....................................................... 3

SALE AND DISTRIBUTION OF THE BONDS ........ 4Award of the Bonds ................................................ 4Prices and Marketability .......... ........... .......... .......... 4Securities Laws ....................................................... 4

OFFICIAL STATEMENT SUMMARY ..................... 5THE DISTRICT ............................................................ 5THE BONDS.................................................................. 6INVESTMENT CONSIDERATIONS ......................... 7SELECTED FINANCIAL INFORMATION

(UNAUDITED) ..................................................... 8THE BONDS.................................................................. 9

General ................................................................... 9Replacement of Bonds ............................................ 9Redemption Provisions ........... ........... .......... ........... 9Source of Payment ................................................ 10Authorization for Issuance .......... .......... ........... ..... 10Legal Ability to Issue Additional Debt ............ ..... 10Remedies in Event of Default ........... ........... ......... 10Legal Investment and Eligibility to Secure Public

Funds in Texas ............................................. 10Defeasance of Bonds ............................................ 10

BOOK-ENTRY-ONLY SYSTEM ............................. 11USE AND DISTRIBUTION OF BOND PROCEEDS13THE WOODLANDS ................................................... 13

General ................................................................. 13The Development Plan and Status of Development14

THE DEVELOPER..................................................... 14THE DISTRICT .......................................................... 15

Description and Location ........... ........... .......... ...... 15General ................................................................. 15Status of Development in the District ............ ....... 15Water and Sewer Service ........... ........... ........... ..... 17

THE PROJECT ........................................................... 17Regulation ............................................................. 17Master Plan ........................................................... 17

MANAGEMENT OF THE DISTRICT .................... 18Board of Directors ................................................ 18District Consultants .............................................. 18

FINANCIAL INFORMATION CONCERNING THEDISTRICT (UNAUDITED) .............................. 19Investments of the District ........... ........... ........... ... 19Outstanding Bonds ............................................... 20Debt Service Requirements .................................. 21Estimated Overlapping Debt ........... ........... ........... 22Overlapping Taxes ......... ........... ........... .......... ....... 22Operating Statement ............................................. 23TAX DATA .................................................................. 24Debt Service Tax .................................................. 24Maintenance Tax .................................................. 24Historical Tax Rate Distribution ........... ........... ..... 24Historical Tax Collections .................................... 24Tax Roll Information ............................................ 24Principal Taxpayers .............................................. 25Tax Adequacy for Debt Service ........................... 25

TAXING PROCEDURES .......................................... 25Property Tax Code and County-Wide Appraisal

District .......................................................... 25Property Subject to Taxation by the District ........ 26

General Residential Homestead Exemption ..........26Valuation of Property for Taxation .......... ........... ..26

District and Taxpayer Remedies ...........................26Agricultural, Open Space, Timberland and

Inventory Deferment ....................................27Freeport Goods Exemption ...................................27Tax Abatement ......................................................27Levy and Collection of Taxes ...............................27District's Rights in the Event of Tax Delinquencies27

INVESTMENT CONSIDERATIONS .......................28General ..................................................................28Dependence on Personal Property Tax Collections28Dependence on Principal Taxpayers for Payment of

Taxes ............................................................28Factors Affecting Taxable Values and Tax

Payments ......................................................28Overlapping Taxes ................................................29Tax Collection Limitations and Foreclosure

Remedies ......................................................29Registered Owners Remedies ...............................29Bankruptcy Limitation to Registered Owners'

Rights ...........................................................30Future Debt ...........................................................30Marketability of the Bonds ...................................30Risk Factor Related to the Purchase of Municipal

Bond Insurance .............................................30Continuing Compliance with Certain Covenants ..30

LEGAL MATTERS ....................................................30Legal Opinions ......................................................30Legal Review ........................................................31Tax Exemption ......................................................31

NO-LITIGATION CERTIFICATE ..........................33NO MATERIAL ADVERSE CHANGE ....................33UPDATING THE OFFICIAL STATEMENT ..........34CONTINUING DISCLOSURE OF INFORMATION34

Annual Reports .....................................................34Material Event Notices..........................................34Availability of Information ...................................34Limitations and Amendments ...............................35Compliance with Prior Undertakings .......... ..........35

MUNICIPAL BOND INSURANCE ..........................35The Insurance Policy.............................................35The Insurer ............................................................35

MUNICIPAL BOND RATING ..................................37PREPARATION OF OFFICIAL STATEMENT .....37

Sources and Compilation of Information ........... ...37Financial Advisor ..................................................37Consultants ............................................................38CERTIFICATION OF OFFICIAL STATEMENT..38

MISCELLANEOUS ....................................................38APPENDIX A Financial Statements of the DistrictAPPENDIX B Specimen Financial Guaranty Insurance

Policy


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USE OF INFORMATION IN OFFICIAL STATEMENT

No dealer, broker, salesman or other person has been authorized to give any information or to make anyrepresentations other than those contained in this OFFICIAL STATEMENT, and, if given or made, such other informationor representation must not be relied upon as having been authorized by the District.

This OFFICIAL STATEMENT is not to be used in an offer to sell or the solicitation of an offer to buy in any statein which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualifiedto do so or to any person to whom it is unlawful to make such offer or solicitation.

All of the summaries of the statutes, resolutions, contracts, audited financial statements, engineering and otherrelated reports set forth in this OFFICIAL STATEMENT are made subject to all of the provisions of such documents.These summaries do not purport to be complete statements of such provisions, and reference is made to such documents,copies of which are available from Schwartz, Page & Harding, L.L.P., Bond Counsel (the Bond Counsel), 1300 Post OakBoulevard, Suite 1400, Houston, Texas 77056.

This OFFICIAL STATEMENT contains, in part, estimates, assumptions and matters of opinion which are notintended as statements of fact, and no representation is made as to the correctness of such estimates, assumptions or mattersof opinion, or as to the likelihood that they will be realized. Any information and expressions of opinion herein containedare subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall,under any circumstances, create any implication that there has been no change in the affairs of the District or other mattersdescribed herein since the date hereof. However, the District has agreed to keep this OFFICIAL STATEMENT current byamendment or sticker to reflect material changes in the affairs of the District and, to the extent that information actuallycomes to its attention, the other matters described in this OFFICIAL STATEMENT until delivery of the Bonds to the

Underwriter, and thereafter only as specified in the section titled UPDATING THE OFFICIAL STATEMENT.


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SALE AND DISTRIBUTION OF THE BONDS

Award of the Bonds

After requesting competitive bids for the Bonds, the District accepted the bid resulting in the lowest net effectiveinterest rate, which bid was tendered by Vining-Sparks IBG, Limited Partnership (the Underwriter), paying the interestrates shown on the cover page hereof, at a price of 97.3374% of the principal amount thereof plus accrued interest to thedate of delivery which resulted in a net effective interest rate of 4.540126% as calculated pursuant to Chapter 1204, TexasGovernment Code, (the IBA method).

Prices and Marketability

The delivery of the Bonds is conditioned upon the receipt by the District of a certificate executed and delivered bythe Underwriter on or before the date of delivery of the Bonds stating the prices at which a substantial amount of the Bondsof each maturity have been sold to the public. For this purpose, the term public shall not include any person who is abondhouse, broker, or similar person acting in the capacity of underwriter or wholesaler. Otherwise, the District has nounderstanding with the Underwriter regarding the reoffering yields or prices of the Bonds. Information concerningreoffering yields or prices is the responsibility of the Underwriter. The prices and other terms with respect to the offeringand sale of the Bonds may be changed from time to time by the Underwriter after the Bonds are released for sale, and theBonds may be offered and sold at prices other than the initial offering prices, including sales to dealers who may sell theBonds into investment accounts. In connection with the offering of the Bonds, the Underwriter may over-allot or effecttransactions which stabilize or maintain the market prices of the Bonds at levels above those which might otherwise prevailin the open market. Such stabilizing, if commenced, may be discontinued at any time.

The District has no control over trading of the Bonds in the secondary market. Moreover, there is no guaranteethat a secondary market will be made in the Bonds. In such a secondary market, the difference between the bid and askedprice of road utility district bonds may be greater than the difference between the bid and asked price of bonds ofcomparable maturity and quality issued by more traditional municipal entities, which are more generally bought, sold ortraded in the secondary market.

Securities Laws

No registration statement relating to the offer and sale of the Bonds has been filed with the Securities andExchange Commission under the Securities Act of 1933, as amended, in reliance upon the exemptions provided thereunder.The Bonds have not been registered or qualified under the Securities Act of Texas in reliance upon various exemptionscontained therein, and the Bonds have not been registered or qualified under the securities laws of any other jurisdiction.The District assumes no responsibility for registration or qualification of the Bonds under the securities laws of any other jurisdiction in which the Bonds may be offered, sold or otherwise transferred. This disclaimer of responsibility forregistration or qualification for sale or other disposition of the Bonds shall not be construed as an interpretation of any kind

with regard to the availability of any exemption from securities registration or qualification provisions in such otherjurisdiction.


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OFFICIAL STATEMENT SUMMARY

The following is a brief summary of certain information contained herein which is qualified in its entirety by thedetailed information appearing elsewhere in this OFFICIAL STATEMENT. The summary should not be detached andshould be used in conjunction with the more complete information contained herein. A full review should be made of theentire Official Statement and of the documents summarized or described herein.

THE DISTRICT

Description... The Woodlands Road Utility District No. 1, of Montgomery County, Texas (the District), isa political subdivision of the State of Texas, created by Acts of the 72nd Texas Legislature,Regular Session, 1991, Chapter 816, effective June 16, 1991 (the District Act), and operatespursuant to Article III, Section 52 of the Texas Constitution, as amended, the District Act, andChapter 441, Texas Transportation Code, as amended (the Act). See THE DISTRICT.

Location... The District is located in Montgomery County approximately 27 miles north of the centraldowntown business district of the City of Houston and 7 miles south of the City of Conroe,Texas. The District encompasses approximately 2,424 acres, of which approximately 2,257acres lie within the exclusive extraterritorial jurisdiction of the City of Houston andapproximately 167 acres lie within the boundaries of the City of Shenandoah, Texas. TheDistrict is within the boundaries of the Conroe Independent School District. Access to theDistrict is provided from Interstate Highway 45 via Woodlands Parkway, Research ForestDrive, or Lake Woodlands Drive and from College Park Drive via Greenbridge Drive or

Gosling Road. See THE DISTRICT.

The Woodlands... The District is part of the approximately 25,000-acre community known as The Woodlands.Formal opening of The Woodlands occurred in 1974. Since inception, approximately 34,920residential units and approximately 24 million square feet of commercial, retail, industrial,research technology and institutional facilities have been constructed. The Woodlandscurrently has an estimated population of more than 84,000 and an estimated 1,587 employersprovide employment for approximately 44,202 people. See THE WOODLANDS.

The Developer... The current developer of The Woodlands is The Woodlands Land Development Company,L.P. (the Developer), a limited partnership whose partners are owned by General GrowthProperties, Inc. and Morgan Stanley Real Estate Fund II, L.P.

General Growth Properties, Inc. is a publicly traded Real Estate Investment Trust (REIT)shopping center owner, developer and manager. GGP announced on April 16, 2009 that it had

voluntarily sought relief under Chapter 11 of the United States Bankruptcy Code in the UnitedStates Bankruptcy Court for the Southern District of New York. However, certain GGPsubsidiaries and GGPs joint ventures, including the Developer, have not filed for protection.The Woodlands Mall is not owned by the Developer but is owned by a subsidiary of GGP andis included in GGPs bankruptcy filing.

Morgan Stanley Real Estate Fund II, L.P. is an international real estate investor with interestsin properties worldwide.

While General Growth Properties, Inc. and Morgan Stanley Real Estate Fund II, L.P.indirectly own the Developer, neither is responsible for its obligations.

The Developer is under no obligation to develop its property in the District and may sell itsproperty to another party or parties at any time. Neither the Developer nor any affiliate of theDeveloper has guaranteed payment of the Bonds.

Status of Development... Approximately 1,484 acres in the District have been developed as building sites with roadsand utilities. As of January 1, 2009, development within the District includes approximately13.9 million square feet of completed buildings on approximately 1,147 acres, including TheWoodlands Mall. The Woodlands Mall is a one million square foot, two level, enclosed,regional shopping mall. The remaining approximately 991 acres comprising the District arededicated for roads, public areas, easements, open spaces and lakes. See THE DISTRICT.

Water, Wastewater andStorm Drainage Service... All but approximately 55 acres of land in the District, consisting of primarily road rights-of-

way and undeveloped property, lies within the boundaries of either the City of Shenandoah ora municipal utility district, each being a governmental entity authorized to provide water,wastewater and storm drainage service to land within its boundaries. See THE DISTRICT.


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Payment Record The District has previously issued $76,645,000 in principal amount of Unlimited Tax RoadBonds and $35,560,000 in principal amount of Unlimited Tax Road Refunding Bonds,$8,790,000 of which is the Districts Unlimited Tax Road Refunding Bonds, Series 2009 (theSeries 2009 Bonds) scheduled to close on August 31, 2009. After the issuance of the Series2009 Bonds, the District will have $60,470,000 in principal amount of outstanding bonds (theOutstanding Bonds). The District has never defaulted in the timely payment of debt serviceon the Outstanding Bonds. See FINANCIAL INFORMATION CONCERNING THEDISTRICT (UNAUDITED)Outstanding Bonds.

THE BONDS

Description... The Woodlands Road Utility District No. 1, of Montgomery County, Texas, Unlimited TaxRoad Bonds, Series 2009A, in the aggregate principal amount of $13,000,000. Interestaccrues from September 1, 2009, at the rates per annum set forth on the cover page hereof, andis payable April 1, 2010, and each October 1 and April 1 thereafter, until the earlier ofmaturity or redemption. The Bonds will mature October 1, 2010 through October 1, 2034,both inclusive, pursuant to a resolution authorizing the issuance of the Bonds adopted by theBoard (the Bond Resolution), in fully registered form only, in the denomination of $5,000,or any integral multiple thereof. See THE BONDSGeneral.

Book Entry Only The Depository Trust Company (defined as DTC), New York, New York, will act assecurities depository for the Bonds. The Bonds will be issued as fully-registered securitiesregistered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may

be requested by an authorized representative of DTC. One fully-registered certificate will beissued for each maturity of the Bonds and will be deposited with DTC. See BOOK-ENTRY-ONLY SYSTEM.

Redemption... Bonds maturing on or after October 1, 2019, are subject to redemption, at the option of theDistrict, prior to their maturity dates, in whole or, from time to time, in part, on October 1,2018, or on any date thereafter at par plus accrued interest to the date fixed for redemption.See THE BONDSRedemption Provisions.

Use of Proceeds... Proceeds of the Bonds will be used to finance roads, road improvements, and other costsshown herein under USE AND DISTRIBUTION OF BOND PROCEEDS. In addition,Bond proceeds will be used to pay interest on funds advanced by the Developer on behalf ofthe District; and pay engineering fees, administrative costs and certain other costs related tothe issuance of the Bonds.

Authority for Issuance... The Bonds are the twelfth series of bonds issued out of an aggregate of $108,200,000 principalamount of unlimited tax bonds authorized by the District's voters for the purpose of roads,turnpikes, and related improvements. The Bonds are issued pursuant to the Bond Resolution,Article III, Section 52, Texas Constitution, the District Act and the Act. See THE BONDSAuthorization for IssuanceLegal Ability to Issue Additional Debt.

Source of Payment... Principal of and interest on the Bonds are payable from the proceeds of a continuing, direct,annual ad valorem tax, without legal limitation as to rate or amount, levied against taxableproperty within the District. The Bonds are obligations of the District and are not obligationsof the City of Houston, the City of Shenandoah, Montgomery County, the State of Texas orany entity other than the District. See THE BONDSSource of Payment.

Qualified Tax-ExemptObligations... The District has designated the Bonds as qualified tax-exempt obligations pursuant to

Section 265(b) of the Internal Revenue Code of 1986, as amended. See LEGALMATTERSQualified Tax-Exempt Obligations.


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Municipal Bond Ratingsand Municipal BondInsurance... Standard & Poors Ratings Group (S&P) is expected to assign its municipal bond rating of

AAA (negative outlook) to this issue of Bonds with the understanding that upon delivery ofthe Bonds, a financial guaranty insurance policy guaranteeing the timely payment of theprincipal of and interest on the Bonds will be issued by Assured Guaranty Corp. (theInsurer). S&P has assigned an underlying credit rating of A to the District. SeeINSURANCE and MUNICIPAL BOND RATING.

Bond Counsel... Schwartz, Page & Harding, L.L.P., Houston, Texas. See MANAGEMENT OF THEDISTRICT and LEGAL MATTERS.

Disclosure Counsel Fulbright & Jaworski L.L.P., Houston, Texas.

Paying Agent/Registrar... The Bank of New York Mellon Trust Company, N.A., Dallas, Texas.

INVESTMENT CONSIDERATIONS

The purchase and ownership of the Bonds are subject to certain investment considerations, and all prospectivepurchasers are urged to examine carefully this entire Official Statement with respect to the investment security of theBonds, including particularly the section captioned INVESTMENT CONSIDERATIONS.


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SELECTED FINANCIAL INFORMATION (UNAUDITED)

2008 Certified Taxable Appraised Valuation .......... ........... .......... ........... .......... ........... ........... ........... .... $1,265,956,300 (a)2009 Certified Taxable Appraised Valuation .......... ........... .......... ........... .......... ........... ........... ........... .... $1,452,155,734 (a)

Gross Direct Debt Outstanding (after issuance of the Bonds) .......... ........... ........... ........... ........... .......... .... $73,470,000 (b)Estimated Overlapping Debt .......... .......... ........... ........... ........... ........... .......... ........... ........... .......... .......... ... 93,614,090 (c)Gross Direct Long-Term Debt and Estimated Overlapping Debt ............................................................. $167,084,090

Ratio of Gross Direct Debt to:2009 Certified Taxable Appraised Valuation ...................................................................................................... 5.06%

Ratio of Gross Direct Debt and Estimated Overlapping Debt to2009 Certified Taxable Appraised Valuation .................................................................................................... 11.51%

Funds Available for Debt Service:Debt Service Fund Balance as of July 27, 2009 ............................................................................................ $9,539,131

Operating Fund Balance as of July 27, 2009 .......... ........... ........... .......... ........... ........... .......... ........... .......... . $ 56,015Capital Project Fund Balance as of July 27, 2009 ......................................................................................... $6,140,753

2009 Tax Rate (All Debt Service) .......... ........... ........... ........... .......... ........... ........... ........... ........... .......... .......... . $0.4491 (d)

Average Annual Debt Service Requirement (2010-2034) ........... .......... ........... .......... ........... .......... ........... .. $3,974,780 (e)Maximum Annual Debt Service Requirement (2015) .......... .......... ........... ........... .......... ........... .......... .......... $6,705,446 (e)

Tax Rate Required to Pay Average Annual Debt Service (2010-2034) at a 95% Collection Rate Based Upon:2009 Certified Taxable Appraised Valuation ....................................................................................................... $0.29

Tax Rate Required to Pay Maximum Annual Debt Service (2015) at a 95% Collection Rate Based Upon:2009 Certified Taxable Appraised Valuation ....................................................................................................... $0.49

(a) As certified by the Montgomery Central Appraisal District (the MCAD). See TAXING PROCEDURES.(b) Includes the Series 2009 Bonds scheduled to close on August 31, 2009.(c) See FINANCIAL INFORMATION CONCERNING THE DISTRICTEstimated Overlapping Debt.(d) The District has authorized the publication of its 2009 tax rate and will be take action to adopt such rate in

September 2009. Does not include taxes levied by any overlapping municipal utility district, the City ofShenandoah, or any other overlapping taxing entity. See FINANCIAL INFORMATION CONCERNING THEDISTRICTEstimated Overlapping Debt and Overlapping Taxes.

(e) See FINANCIAL INFORMATION CONCERNING THE DISTRICT Debt Service Requirements.


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OFFICIAL STATEMENT

$13,000,000

THE WOODLANDS ROAD UTILITY DISTRICT NO. 1,of Montgomery County, Texas

(A political subdivision of the State of Texas located within Montgomery County)

UNLIMITED TAX ROAD BONDS

SERIES 2009A

This Official Statement provides certain information in connection with the issuance by The Woodlands RoadUtility District No. 1, of Montgomery County, Texas (the District), of its $13,000,000 Unlimited Tax Road Bonds, Series2009A (the Bonds).

The Bonds are issued pursuant to Article III, Section 52, Texas Constitution, Chapter 816, Acts of the 72nd TexasLegislature, Regular Session, 1991 (the District Act), Chapter 441, Texas Transportation Code, as amended (the Act),and a resolution authorizing the issuance of the Bonds (the Bond Resolution) adopted by the Board of Directors of theDistrict (the Board).

This Official Statement includes descriptions, among others, of the Bonds and the Bond Resolution, andinformation about the District and The Woodlands Development Company, L.P. (the Developer). All descriptions ofdocuments contained herein are only summaries and are qualified in their entirety by reference to each document. Copiesof documents may be obtained from Schwartz, Page & Harding, L.L.P. (Bond Counsel), 1300 Post Oak Blvd., Suite

1400, Houston, Texas 77056.

THE BONDS

General

The following is a description of some of the terms and conditions of the Bonds, which description is qualified inits entirety by reference to the Bond Resolution. The Bond Resolution authorizes the issuance and sale of the Bonds andcontains the terms, conditions and provisions for the payment of the principal of and interest on the Bonds. A copy of theBond Resolution may be obtained upon request to Bond Counsel.

The Bonds are dated September 1, 2009, will mature on October 1 of the years and in the principal amountsindicated on the cover page hereof and will accrue interest at the stated interest rates indicated on the cover page hereof.The Bonds are issued only in fully registered form. The Bonds will be issued in denominations of $5,000 principal

amount, or integral multiples thereof.

Replacement of Bonds

In the event the Book-Entry-Only System, hereafter described, should be discontinued, the District has agreed toreplace mutilated, destroyed, lost or stolen Bonds upon surrender of the mutilated Bonds, receipt of satisfactory evidence ofsuch destruction, loss or theft, and receipt by the District and the Registrar of security or indemnity to hold them harmless.The District or the Registrar may require payment of taxes, governmental charges and other expenses in connection withany such replacement.

Redemption Provisions

Bonds maturing on or after October 1, 2019, are subject to redemption, at the option of the District, prior tomaturity, in whole or, from time to time in part, on October 1, 2018, or on any date thereafter, at par plus accrued interestto the date fixed for redemption.

Bonds of a denomination larger than $5,000 may be redeemed in part ($5,000 or any multiple thereof). Any Bondto be partially redeemed must be surrendered in exchange for one or more new Bonds of the same maturity for theunredeemed portion of principal of the Bond so redeemed. If less than all the Bonds are redeemed at any time, thematurities of the Bonds to be redeemed shall be selected by the District. If less than all of the Bonds of a certain maturityare to be redeemed, the particular Bonds or portions thereof to be redeemed will be selected by the Paying Agent/Registrarnot more than sixty (60) days prior to the redemption date by such random method as the Paying Agent/Registrar shalldeem fair and appropriate.

Notice of redemption will be given by the Paying Agent/Registrar not less than thirty (30) days prior to the datefixed for redemption by first-class mail to each of the Registered Owners of the Bonds to be optionally redeemed. Noticeof redemption having been given, Bonds to be redeemed will become due and payable on the redemption date, and on andafter such date (unless the District shall default in payment of the redemption price), such Bonds shall cease to pay interest.


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Source of Payment

The Bonds are payable from the proceeds of a continuing, direct, annual ad valorem tax, without limitation as torate or amount, levied against taxable property located within the District. In the Bond Resolution, the District covenantsto levy a sufficient tax to pay the principal of and interest on the Bonds, with full allowance being made for delinquenciesand costs of collection. Collected taxes will be placed in the District's Debt Service Fund and used to pay principal of andinterest on the Bonds, the Outstanding Bonds and on any additional bonds payable from taxes which may be hereafterissued by the District.

Authorization for IssuanceThe Bonds are issued pursuant to the authority of the Bond Resolution adopted by the Board on the date of sale,

Article III, Section 52 of the Texas Constitution, the District Act, and the Act.

Legal Ability to Issue Additional Debt

The District may issue additional bonds to acquire, construct and improve facilities consistent with the purposesfor which the District was created. On January 18, 1992, the District's voters authorized the issuance of a total of$44,200,000 in unlimited tax bonds, all of which have been issued, and on May 6, 2000, voters authorized an additional$64,000,000 of unlimited tax bonds for the purpose of acquiring, constructing, and improving roads and turnpikes andrelated drainage improvements, of which $18,555,000 will remain authorized but unissued after the issuance of the Bonds.The District also has $16,969,695.10 of unlimited tax refunding bonds authorized but unissued. Voters of the District mayauthorize additional amounts. The Bond Resolution imposes no limitation on the amount of additional parity bonds whichmay be issued by the District; however, pursuant to Article III, Section 52, Texas Constitution, the District may not issuebonds in excess of twenty-five percent (25%) of the appraised value of the real property in the District. There is no limit

on the amount of bonds that may be authorized by voters in the District.

Remedies in Event of Default

If the District defaults in the payment of principal, interest, or redemption price on the Bonds when due, or if itfails to make payments into any fund or funds created in the Bond Resolution, or defaults in the observation orperformance of any other covenants, conditions, or obligations set forth in the Bond Resolution, the Registered Ownershave the right to seek a writ of mandamus issued by a court of competent jurisdiction requiring the District and its officialsto observe and perform the covenants, obligations, or conditions prescribed in the Bond Resolution. Except for mandamus,the Bond Resolution does not specifically provide for remedies to protect and enforce the interests of the RegisteredOwners. There is no acceleration of maturity of the Bonds in the event of default and, consequently, the remedy ofmandamus may have to be relied upon from year to year. Further, there is no trust indenture or trustee, and all legal actionsto enforce such remedies would have to be undertaken at the initiative of, and be financed by, the Registered Owners.Certain traditional legal remedies may also not be available. See INVESTMENT CONSIDERATIONSRegisteredOwners' Remedies".

Legal Investment and Eligibility to Secure Public Funds in Texas

Pursuant to the Act, the District's bonds are legal and authorized investments for: banks, savings banks, trustcompanies, savings and loan associations, insurance companies, fiduciaries, trustees, guardians, and sinking funds of cities,counties, school districts, and other political subdivisions of the State and other public funds of the State and its agencies,including the Permanent School Fund.

The Act also provides that the Bonds are eligible to secure deposits of public funds of the State of Texas andcities, counties, school districts, and other political subdivisions of the State of Texas. The Bonds are lawful and sufficientsecurity for deposits to the extent of their value when accompanied by all unmatured coupons.

The District makes no representation that the Bonds will be acceptable to banks, savings and loan associations orpublic entities for investment purposes or to secure deposits of public funds. The District has made no investigation ofother laws, regulations or investment criteria which might apply or otherwise limit the suitability of the Bonds forinvestment or collateral purposes. Prospective purchasers are urged to carefully evaluate the investment quality of the

Bonds as to the suitability of the Bonds for investment or collateral purposes.

Defeasance of Bonds

The District reserves the right in the Bond Resolution to defease or discharge its obligations to the RegisteredOwners in any manner now or hereafter permitted by applicable law. Under current Texas law, the Bonds or a portion ofthe Bonds may be defeased by payment of principal of and interest on such Bonds to their stated maturity or (if notice ofredemption is given, irrevocably provided for or duly waived) to their redemption date. Such payment may be made bydeposit of money, direct obligations of the United States, or obligations guaranteed by the United States, which will matureand/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled paymentand/or redemption of the Bonds.


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BOOK-ENTRY-ONLY SYSTEM

The information in this section concerning DTC and DTCs book-entry-only system has been obtained fromsources that the District believes to be reliable, but the District takes no responsibility for the accuracy or completenessthereof. The District cannot and does not give any assurances that DTC, DTC Direct Participants or Indirect Participantswill distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds,(b) Bonds representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c) prepayment orother notices sent to DTC or Cede & Co., its nominee, as the Registered Owner of the Bonds, or that they will so do on atimely basis or that DTC, DTC Direct Participants or DTC Indirect Participants will act in the manner described in this

OFFICIAL STATEMENT. The current Rules applicable to DTC are on file with the Securities and ExchangeCommission and the current Procedure of DTC to be followed in dealing with DTC Direct Participants are on file withDTC.

The Depository Trust Company (DTC), New York, NY, will act as securities depository for the Bonds. TheBonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTCs partnership nominee) orsuch other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will beissued for each maturity of the Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC.

DTC, the worlds largest depository, is a limited-purpose trust company organized under the New York BankingLaw, a banking organization within the meaning of the New York Banking Law, a member of the Federal ReserveSystem, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agencyregistered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and providesasset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, andmoney market instruments (from over 100 countries) that DTCs participants (Direct Participants) deposit with DTC.

DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions indeposited securities, through electronic computerized book-entry transfers and pledges between Direct Participantsaccounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S.and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations.DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (DTCC). DTCC is the holdingcompany for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which areregistered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is alsoavailable to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearingcorporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly(Indirect Participants). DTC has Standard & Poors highest rating: AAA. The DTC Rules applicable to its Participantsare on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.comand www.dtc.org.

Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive acredit for the Bonds on DTCs records. The ownership interest of each actual purchaser of each Bond (Beneficial

Owner) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receivewritten confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive writtenconfirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct orIndirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests inthe Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf ofBeneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, exceptin the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the nameof DTCs partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative ofDTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do noteffect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTCsrecords reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or maynot be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of theirholdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to IndirectParticipants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangementsamong them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTCspractice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unlessauthorized by a Direct Participant in accordance with DTCs MMI Procedures. Under its usual procedures, DTC mails anOmnibus Proxy to the District (or the Trustee on behalf thereof) as soon as possible after the record date. The OmnibusProxy assigns Cede & Co.s consenting or voting rights to those Direct Participants to whose accounts Bonds are creditedon the record date (identified in a listing attached to the Omnibus Proxy).


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Principal, premium, if any, interest payments and redemption proceeds on the Bonds will be made to Cede & Co.,or such other nominee as may be requested by an authorized representative of DTC. DTCs practice is to credit DirectParticipants accounts upon DTCs receipt of funds and corresponding detail information from the District or PayingAgent, on payable date in accordance with their respective holdings shown on DTCs records. Payments by Participants toBeneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held forthe accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participantand not of DTC, the Paying Agent, or the District, subject to any statutory or regulatory requirements as may be in effectfrom time to time. Payment of principal, premium, if any, interest payments and redemption proceeds to Cede & Co. (orsuch other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District or the

Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement ofsuch payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Bonds at any time by givingreasonable notice to the District or the Paying Agent. Under such circumstances, in the event that a successor depository isnot obtained, Bond certificates are required to be printed and delivered.

The District may decide to discontinue use of the system of book-entry transfers through DTC (or a successorsecurities depository). In that event, Bond certificates will be printed and delivered.

The information in this section concerning DTC and DTCs book-entry system has been obtained from sourcesthat the District believes to be reliable, but the District takes no responsibility for the accuracy thereof.


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USE AND DISTRIBUTION OF BOND PROCEEDS

The construction costs total shown below were prepared by the Developer and are subject to verification by theDistricts auditor, Null-Lairson, P.C. Non-construction costs are based upon either contract amounts or estimates ofvarious costs. Non-construction costs will be finalized after the sale of the Bonds and, are also reviewed by an independentauditor. Surplus funds, if any, may be expended for any lawful purpose for which surplus construction funds may be used.

CONSTRUCTION COSTS

Research Forest Drive ........... .......... ........... ........... .......... ........... ........... .......... ........... ......... $4,000,000 Kuykendahl Road .......... ........... .......... ........... .......... ........... ........... .......... ........... ........... ..... 2,900,000

Woodlands Parkway (Grogans Mill Road to East Panther Creek) ........... ........... .......... ..... 776,000 Gosling/Creekside Forest Drive Traffic Signal ........... ........... .......... ........... ........... ........... . 250,000 Waterway Avenue/Lake Robbins Drive Traffic Signal .......... .......... ........... ........... ........... . 150,000 Terramount/Woodlands Parkway Traffic Signal ........... ........... .......... ........... ........... .......... 225,000 Woodlands Parkway (Grogans Mill Road to East Panther Creek) Fiber Optic Relocation 250,000 Lake Front Circle Drive ........... ........... .......... ........... ........... .......... ........... ........... .......... ...... 405,000 Gosling Dualization South of Flintridge Drive .......... ........... ........... .......... ........... ........... ... 525,000 Contingency ........... ........... .......... ........... ........... .......... ........... ........... .......... ........... ........... .. 955,500 Engineering ......................................................................................................................... 1,197,000Total Construction Costs .......... .......... ........... .......... ........... ........... .......... ........... ........... .......... ... $11,633,500

NON-CONSTRUCTION COSTS

Legal Fees ........................................................................................................................... $265,000 Financial Advisory Fees .......... ........... .......... ........... ........... .......... ........... ........... .......... ...... 195,000 Developer Interest ........... .......... ........... ........... .......... ........... ........... .......... ........... ........... .... 155,000 Underwriters Discount ........... ........... .......... ........... ........... .......... ........... ........... .......... ...... 346,144 Bond Issuance Expenses .......... ........... ........... .......... ........... ........... .......... ........... .......... ...... 52,000 Attorney General Fee .......... .......... ........... ........... .......... ........... .......... ........... ........... .......... . 9,500 Operating Costs .......... ........... ........... .......... ........... .......... ........... ........... .......... ........... ........ 300,000 Contingency (a) .......... ........... ........... .......... ........... ........... .......... ........... ........... .......... ........ 43,856Total Non-Construction Costs .......... ........... ........... ........... .......... ........... ........... ........... ........... .. $1,366,500

TOTAL BOND ISSUE REQUIREMENT ............................................................................. $13,000,000

(a) Contingency represents the difference between estimated and actual Underwriters discount.

THE WOODLANDS

THE INFORMATION CONTAINED IN THIS SECTION OF THIS OFFICIAL STATEMENT HAS BEENFURNISHED BY THE DEVELOPER AND IS, OF NECESSITY, BASED IN LARGE PART ON PLANS ANDESTIMATES. THIS SECTION INCLUDES A DISCUSSION OF THE WOODLANDS, A RESIDENTIAL,INDUSTRIAL AND COMMERCIAL DEVELOPMENT OF WHICH THE DISTRICT IS ONLY A PART. THE LANDIN THE DISTRICT IS PLANNED PRIMARILY FOR COMMERCIAL AND INDUSTRIAL DEVELOPMENT, ANDTHIS DISCUSSION IS NOT INTENDED TO BE A REPRESENTATION THAT DEVELOPMENT SIMILAR TOTHAT UNDERTAKEN IN THE RESIDENTIAL AREAS OF THE WOODLANDS WILL BE UNDERTAKEN IN THEDISTRICT.

THE DEVELOPER HAS NO BINDING COMMITMENT TO THE DISTRICT TO CARRY OUT ANY PLANOF DEVELOPMENT, AND THE FURNISHING OF INFORMATION RELATING TO THE PROPOSEDDEVELOPMENT BY THE DEVELOPER SHOULD NOT BE INTERPRETED AS SUCH A COMMITMENT.NEVERTHELESS, THE DEVELOPER HAS ADVISED THE DISTRICT THAT IT HAS THE PRESENT INTENTION

TO CARRY OUT THE DEVELOPMENT OF THE WOODLANDS ACCORDING TO THE PLANS PRESENTED.

General

The Woodlands is a community being developed approximately 27 miles north of downtown Houston. Locatedwithin an approximately 25,000-acre tract of densely forested land, the community is generally situated adjacent to andwest of Interstate Highway 45, south of FM 1488, and north of Spring Creek. A majority of the Woodlands is located inMontgomery County with approximately 3,300 acres located in Harris County. Additional acreage, known as TheWoodlands Trade Center (Trade Center), is adjacent to and east of Interstate Highway 45 between SH 242 and FM 1488.

Formal opening of The Woodlands occurred in October, 1974. The Woodlands currently has a population ofapproximately 89,397 and an estimated 1,587 employers provide employment for approximately 44,202 people.


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The Development Plan and Status of Development

Access and Circulation: Primary access to The Woodlands is provided by Interstate Highway 45. TheWoodlands has direct access by way of five freeway intersections, Woodlands Parkway, Rayford-Sawdust Road, LakeWoodlands Drive, Research Forest Drive (Tamina Road) and College Park Drive (Texas State Highway 242). Additionalaccess between The Woodlands and downtown Houston and the Houston Intercontinental Airport is provided by the HardyToll Road owned and operated by the Harris County Toll Road Authority. An alternate access is provided from the FM1960 area to The Woodlands via Kuykendahl Road and Gosling Road in the westernmost portions of The Woodlands.College Park Drive/State Highway 242, a major east-west artery connects U.S. 59, in southeast Montgomery County, to

FM 1488, north of The Woodlands.

The internal circulation system within the Woodlands, designed to enhance and preserve the community's naturalsurroundings, includes arterials, collector and local streets, bicycle paths, and pedestrian walkways.

Commercial, Industrial and Technology Development: The Woodlands master plan calls for commercial andbusiness activities to be conducted in urban and village shopping and service centers. The centers are planned to bescattered throughout the community, with most of the commercial activity centered in the Town Center. Some of theproperty has been designated for industrial, technological and research use to provide a diverse range of employmentopportunities for residents of The Woodlands. Most of the industrial development in The Woodlands is centered in theTrade Center, a rail-served industrial park, while technology and research development is primarily located in the ResearchForest, College Park and northern portions of the Town Center. To date, approximately 24 million square feet ofcommercial, retail, industrial, research, technology and institutional facilities have been constructed in The Woodlands.

Residential Development: Since formal opening in 1974, in excess of 37,955 dwelling units have been completed

in The Woodlands, including approximately 28,590 single-family detached units, approximately 3,200 townhouses andcondominiums, and 19 apartment complexes and assisted living containing 6,165 apartment units. Housing pricesgenerally range from $145,000 to in excess of $2,000,000. A 303-unit retirement living community is operated in theVillage of Panther Creek.

Residential support services include churches, schools, a hospital, a library and governmental services. Forty-Onedifferent religious organizations have constructed churches and related facilities. There are 19 schools providing schoolingfrom kindergarten to the twelfth grade. Additionally, there are two private schools currently providing schooling fromkindergarten through the twelfth grade and pre-kindergarten to the 8th grade. The North Harris/Montgomery CollegeDistrict constructed a campus which opened in September, 1995. Healthcare is provided at Memorial Hermann Hospital -The Woodlands, a 216-bed acute care facility and St. Lukes Hospital, a 263,000 s.f., 84 bed healthcare facility. There arefive fire stations owned by The Woodlands Fire Department, which are located in the Villages of Alden Bridge, CochransCrossing, Grogans Mill, Sterling Ridge and the main station located near Town Center. Montgomery County, in fourseparate buildings, operates a Court House Annex, a Public Library, a Community Center and Public Safety building, abranch of The Sheriff's Department. Approximately one-third of all land in The Woodlands is planned to be open space,

including wildlife corridors, park land, lakes, and recreational areas. Many parks and open spaces are available today,including the 203-acre Lake Woodlands. Other recreational facilities include 135 holes of golf; The Woodlands AthleticCenter, a swimming, diving, tennis, and gym facility; two YMCAs; and the Cynthia Woods Mitchell Pavilion, anamphitheater with seating capacity of 16,040.

THE DEVELOPER

The current developer of The Woodlands is The Woodlands Land Development Company, L.P. (theDeveloper), a limited partnership whose partners are owned by General Growth Properties, Inc. and Morgan StanleyReal Estate Fund II, L.P.

General Growth Properties, Inc. (GGP) is a publicly traded Real Estate Investment Trust shopping centerowner, developer and manager. GGP announced on April 16, 2009 that it had voluntarily sought relief under Chapter 11of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York.However, certain GGP subsidiaries and GGPs joint ventures, including the Developer, have not filed for protection. TheWoodlands Mall is not owned by the Developer but is owned by a subsidiary of GGP and is included in GGPs bankruptcyfiling.

Morgan Stanley Real Estate Fund II, L.P. is an international real estate investor with interests in propertiesworldwide.

While General Growth Properties, Inc. and Morgan Stanley Real Estate Fund II, L.P. indirectly own theDeveloper, neither is responsible for its obligations.

The Developer is under no obligation to develop its property in the District and may sell its property to anotherparty or parties at any time. Neither the Developer nor any affiliate of the Developer has guaranteed payment of the Bonds.


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THE DISTRICT

Description and Location

The District is a political subdivision of the State of Texas, created by the District Act and operating pursuant toArticle III, Section 52 of the Texas Constitution, the District Act and the Act. See THE PROJECTRegulation. TheDistrict encompasses approximately 2,424 acres of land within the 25,000-acre community known as The Woodlands. TheDistrict is located in Montgomery County approximately 27 miles north of the central downtown business district of theCity of Houston and 7 miles south of the City of Conroe. The District generally is bounded on the east by Interstate

Highway 45, on the north by Texas State Highway No. 242 (SH 242), and on the south by Woodlands Parkway. TheDistrict generally encompasses The Town Center and Research Forest. See THE WOODLANDS.

Approximately 2,257 acres of the District lie within the extraterritorial jurisdiction of the City of Houston, andapproximately 167 acres of the District lie within the corporate boundaries of the City of Shenandoah, Texas. The Districtis also within the boundaries of the Conroe Independent School District.

The District has direct access to and from Interstate Highway 45 by three interchanges. An interchange atInterstate Highway 45 and Lake Woodlands Drive provides direct access from Interstate Highway 45 to Lake WoodlandsDrive, which is one of the major east/west thoroughfares within The Woodlands and the Town Center, and forms thenorthern boundary of The Woodlands Mall. Additionally, there are Interstate Highway 45 interchanges at The WoodlandsParkway and Research Forest Drive. There are also two additional entrance and exit ramps immediately adjacent to theDistrict along Interstate Highway 45. Access is also provided off of SH 242 via Greenbridge Drive. SH 242 alsointerchanges with Interstate Highway 45. See THE WOODLANDS herein for details of major highways, thoroughfaresand boundaries.

General

The principal functions of the District are to acquire, construct and improve roads and related drainage worksinside or outside its boundaries, and to convey such completed projects (free and clear of the District's indebtedness) toappropriate governmental entities, who then own and maintain such facilities.

The District has received approval of its plan of improvements (Master Plan) by Montgomery County, HarrisCounty and the City of Shenandoah, to which the facilities will be conveyed. As part of such approval, each governmentalentity agreed to accept conveyance of and maintenance responsibility for that portion of the facilities within its jurisdictionfollowing the entity's approval of the construction of such facilities and the expiration of a one-year maintenance period.

Status of Development in the District

The District encompasses major portions of The Woodlands Town Center and the Research Forest, the primary

commercial, office and technology areas planned in The Woodlands. This includes all of the major retail concentrations inThe Woodlands.

Of the Districts approximately 2,475 total acres, approximately 1,484 acres have been developed for buildingsites, with both road access and water, sewer and drainage utilities. The remaining approximately 991 acres are dedicatedas roads, public areas, open spaces and lakes. As of January 1, 2009, improvements totaling approximately 13.9 millionsquare feet in 219 completed buildings had been constructed on approximately 1,147 acres.

Such development includes the following improvements; however, some are exempt from taxation by the District:

The Woodlands Mall: The Mall Area, in the southwestern corner of the District, is bounded by InterstateHighway 45 on the east, Lake Robbins Drive on the south, Six Pines Drive on the west and Lake WoodlandsDrive on the north. The Mall area totals 132 acres of which 87 acres are situated inside the Mall Ring Road withsome 45 acres in the peripheral development area.

Inside the Mall Ring Road is the 1,170,000 square feet (sf), two level enclosed mall which formally opened forbusiness in October, 1994. Five anchor stores, Dillard's, Macys, Sears, Mervyn's, and J.C. Penney's, are openalong with approximately 131 specialty retail shops.

Outside the Mall Ring Road, the following entities are open: Sears car care center, NationsBank, TGI Fridays,Romano's Macaroni Bar and Grill, Landry's Seafood Restaurant, Sweet Tomatoes, Donahoe Jewelers, MacysFurniture Gallery, Tinseltown approximate 102,910 sf Cinema and a 240,000 sf parking garage, Town CenterOne, a 6-story 150,000 sf office building, and Town Center Two, a 6-story 150,000 sf office building, Barnes &Noble, P.F. Changs, The Cheesecake Factory, Brio, Rockfish, Flemings Steakhouse, and Anthropologie. Inaddition, Ann Taylor Loft, Williams Sonoma, Pottery Barn, and Panera Bread Bakery & Caf have beendeveloped to tie the Mall into the Woodlands Waterway.


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Pinecroft Center I and II: Pinecroft Center I is a 350,000 sf retail center, on a 39 acre site, developed adjacent toand complimenting The Woodlands Mall. The following businesses are open: Toys R Us, Golf Galaxy,Marshall's, Black-Eyed Pea, Jack-in-the-Box, Texaco, Guadalajara's, Chili's, Mattress Firm, Jasons Deli,Compass Bank, and Exxon. A 14,000 sf Shops at Pinecroft has tenants such as Starbucks, Sprint, Pearle Vision,Sports Clips and Southwestern Camera.

Pinecroft Center II is west of Pinecroft Center I, across Six Pines Drive and is built on an approximate 23-acresite. The following businesses are open: Best Buy, Office Max, Ross, Cost Plus, Ulta 3 (Beauty Store), and BedBath & Beyond.

Panther Creek Village Center: This retail center is located on approximately 49 acres in the southwestern portionof the District. Approximately 187,000 sf of retail space on 33 acres has been constructed in the Village Center.Major tenants leasing space are Randall's Supermarkets, CVS Pharmacy and Sears Hardware. The balance of thecenter is made up of the following owner occupied facilities: Texaco Express Lube and World Savings and LoanAssociation. There are additional businesses in the center, some which are not within the boundaries of theDistrict. Adjacent to the center across Woodlands Parkway to the south are the following additional businesseswhich are located in the District: The Woodlands Car Wash/Texaco, Taco Bell, Christian Brothers Automotive,U.S. Post Office, U.S. Storage, Popeyes Chicken, and Goodyear Auto Center.

Cochran's Crossing Village Center: This approximate 20-acre center is a 137,000 sf retail facility constructed onapproximately 17 acres. Major tenants in the facility are Kroger Supermarkets, CVS Pharmacy, Marble SlabCreamery, and Blockbuster Video, with the rest of the center leased to various tenants. Additionally, CompassBank has constructed a building and Shell Oil has constructed a service station.

Alden Bridge Village Center: This center is located on an approximately 39 acre site and contains approximately138,905 of retail space. It includes major tenants such as Kroger Supermarket, and Walgreen's. Pad sites sold andopen for business around the center include Jack-In-The-Box, Chase Bank, Shell Service Station, Exxon ServiceStation, Chick-fil-A, Goodyear Auto Service, Sherwin Williams, and Wachovia Bank.

Sterling Ridge Village Center: The Center is located on an approximate 40.7 acre site and contains approximately140,000 sf of retail space in the main building. It includes major anchor tenants such as Kroger and CVSPharmacy. Current tenants who are open for business include Perry's Grille & Steakhouse, State Farm Insurance,Sports Clips, Blockbuster Video, Edward Jones, Hallmark, The Village Vet, The UPS Store and Great HarvestBread Company. Pad sites around the Center open for business include Woodforest National Bank, CompassBank, Drivers Auto Repair Service Station, McDonalds, an Exxon mini-mart/gas station, Re Max, The BeverageShoppe, Wendys, Jiffy Lube, Primrose School of The Woodlands and Amegy Bank.

Research Forest Area: This area of the Woodlands is mainly occupied with medical, research and technologycompanies along with a mix of food, gasoline, and day care outlets. Nine Venture Technology buildings totaling

approximately 648,591 sf are located in the Research Forest area. Three of these buildings are single tenantbuildings (Huntsman-71,000 sf; Vacant-68,964 sf; Maersk-99,570 sf). Other major companies officing inResearch Forest include Hewitt & Associates (492,000 sf), North Harris Montgomery Community College DistrictAdministrative Offices/Houston Advanced Research Centre (130,000 sf), and Lexicon (252,000 sf).

Town Center: This is the major commercial area of The Woodlands, with a full compliment of business, medical,food, retail, hotel and entertainment establishments. Major entities in this area include: The WoodlandsWaterway Hotel and Convention Center, Memorial Hospital-The Woodlands (183,000 sf), Sadler Clinic (60,000sf), Hughes Christensen (285,000 sf), Anadarko (11 -story, 225,000 sf and 25-story 800,000 sf), Chevron Phillips(8-story 200,000 sf), Drury Inn, 153-Room hotel (77,750 sf), Marriott Courtyard Inn and Residence Inn (109,000sf). Major multi-tenant office building include: Parkwood I &II (totaling 195,000 sf), Town Center I & II(totaling 290,000 sf), Waterway One (9-story, 223,400 sf), Waterway Two (6-story, 143,000 sf), Bank OneBuilding (95,000 sf), three industrial type buildings (totaling 175,000 sf), and five other office buildings (totaling310,000 sf.).

Additional development includes a 263,000 square foot, 84-bed medical center owned and operated by St. LukesEpiscopal Health System, a 120,000 square foot Chicago Bridge & Iron headquarter building, a 454,000 square foot. retaildevelopment, Market Street, (tenants include Borders Books, The Bombay Company, La Madeleine (French bakery),Tommy Bahama Caf & Emporium and Cinemark USA, Inc. (five-theater 950 seat movie complex) a second WalMartSuper Center (Woodlands Parkway at F.M. 2978), a 120,000 sq. ft. Memorial Herman Hospital (Breast Care Center,Outpatient Surgery Center, Outpatient Diagnostic Center and 75,000 square feet of office space), a 100,000 square footSt. Lukes Hospital Medical Arts Building, a 42,500 square foot College Park Medical Plaza, and a 3-story buildingoccupied by Century Exploration (an oil and gas company). In addition to commercial and retail development, Phase II ofThe Waterway lofts has been constructed and includes 34 units ranging in price from $300,000 to $800,000. TheWoodlands Waterway is open to the public where boats make stops and motorized trams are operating.


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Improvements currently under construction include Waterway 4, a 216,000, 9-story class A multi-tenant officebuilding overlooking The Woodlands Waterway along with a nearby 1,900 car parking garage. The Village at TheWoodlands Waterway, a luxury senior living community overlooking The Woodlands Waterway that will include 188units and approximately 250,000 square feet is scheduled for completion in late 2010. This community will offer bothindependent and assisted living rental apartments complemented by many amenities. Also underway with completion formid-2010 is the Millennium Woodlands, a 393-unit luxury urban luxury apartment development that is being built toLEED Certified Silver specifications. The apartments will wrap around a parking structure and include top of the linefeatures such as 10-foot ceilings, stainless steel appliances, a fitness center and clubhouse. In the Market Streetdevelopment in Town Center, AVIA is constructing an 84,000 square foot boutique 70-room hotel. In The Woodlands

Research Forest, Wholesale Petroleum has a 63,622 sq. foot headquarter building under construction. In College Park, St.Lukes continues its hospital expansion finishing up the 90 additional bed addition and constructing a 77,830 square footsurgical hospital. This surgical hospital is a joint venture between the St. Lukes Hospital System and 18 area physiciansthat specialize in cardiology or orthopedic surgery. It will feature 30 patient beds, 13 pre-op and post-op rooms, fouroperating rooms, diagnostic imaging and other patient care facilities when it opens in November 2009. Near this facility,Odom Woodlands Hotel, L.L.C. is constructing a 91-room Candlewood Suites extended hotel. It will feature studio andone-bedroom suites with fully equipped kitchens, executive desks and flat screen TVs. In the Trade Center area of CollegePark, Martin-Brower is adding an additional 150,000 square foot building for expansion of its distribution center.

The final village, Creekside Park, in The Woodlands, continues to be developed with 665 completed homes and60 homes currently under construction. Its aquatic center was opened in 2008. It includes a water slide, interactive waterfeature for children, a lazy river and lap pool. Tomball ISD is constructing K-6 school that is slated to open for the 2009-2010 school year.

The Developer owns substantially all of the remaining undeveloped land in the District.

Water and Sewer Service

Approximately 1,385 acres within the District lie within The Woodlands Metro Center Municipal Utility District(Metro Center MUD), approximately 91 acres lie within Montgomery County Municipal Utility District No. 6 (MUD6), approximately 167 acres lie within the City of Shenandoah, and the balance of the land within the District, with theexception of approximately 55 acres of road rights-of-way on undeveloped property, lies within the boundaries of eitherMontgomery County Municipal Utility District No. 7, Montgomery County Municipal Utility District No. 40, MontgomeryCounty Municipal Utility District No. 47, Montgomery County Municipal Utility District No. 60 or Montgomery CountyMunicipal Utility District No. 67, each being a governmental entity authorized to provide water, sanitary sewer, stormsewer and drainage service to land within its boundaries. Each of such municipal utility districts have agreements with theSan Jacinto River Authority for the financing, construction and operation of central water supply and wastewater treatmentfacilities to serve lands within their respective boundaries. As a result of such agreements, each of the municipal utilitydistricts have the right to acquire sufficient water supply and wastewater treatment capacity to serve all of the developedland within the boundaries of the District.

THE PROJECT

Regulation

According to the Developer, the District's road and related drainage improvements (the Project) have beendesigned and the corresponding plans have been prepared in accordance with the Master Plan (see below) and inaccordance with accepted engineering practices and the specifications and requirements of the Texas TransportationCommission, Montgomery County, the City of Houston and the City of Shenandoah, as applicable.

Master Plan

The Project and the Master Plan have been designed and created to provide a complete network of majorthoroughfares and arterial feeder roads for the development of the land within the District. The District finances theacquisition and construction of the roads and related drainage improvements within and adjacent to the boundaries of theDistrict. From time to time, the District amends the Master Plan and anticipates amending the Master Plan in the future toinclude more roads and plans for improvement.


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MANAGEMENT OF THE DISTRICT

Board of Directors

The District is governed by the Board, consisting of five (5) directors, which has control over and managementsupervision of all affairs of the District. None of the directors reside in the District. The Directors are elected to serve two-year staggered terms. The current members and officers of the Board, along with their titles and terms, are listed asfollows:

Name District Board Title Term Expires

Edward E. Miller Chairman May 2010

G. David Bumgardner Vice Chairman May 2011

Bill A. Neill Secretary/Record May 2010

Management Officer

Winton R. Davenport, Jr. Director May 2010

Richard A. DeBone Director May 2011

District Consultants

The District does not have a general manager or other full-time employees, but contracts for certain services asdescribed below.

Bond Counsel/Attorney: The District has engaged Schwartz, Page & Harding, L.L.P. as general counsel to theDistrict and as Bond Counsel in connection with the issuance of the District's Bonds. The fee for services rendered inconnection with the issuance of the Bonds is based on a percentage of the Bonds actually issued, sold and delivered and,therefore, such fee is contingent upon the sale and delivery of the Bonds.

Auditor: The District's audited financial statements for the year ended September 30, 2008, were prepared byNull-Lairson, P.C., Certified Public Accountants. The Districts audited financial statement for the year ended September30, 2008, is included as APPENDIX A hereto.

Management Services: The District has designated The Woodlands Operating Company, L.P. as its agent for theconstruction and administration of certain projects.

Bookkeeper: The District has contracted with Municipal Accounts and Consulting, L.P. for bookkeeping services(the Bookkeeper).

Tax Appraisal: The Montgomery Central Appraisal District (the MCAD) has the responsibility of appraising allproperty within the District. See TAXING PROCEDURES.

Tax Assessor/Collector: J.R. Moore, Jr., Montgomery County Tax Assessor/Collector (the Tax Assessor/Collector), has been employed by the District to serve in this capacity.

Engineer: The District's consulting engineer is Jacobs Engineering Group (the Engineer).


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FINANCIAL INFORMATION CONCERNING THE DISTRICT (UNAUDITED)

2008 Certified Taxable Appraised Valuation .......... ........... .......... ........... .......... ........... ........... ........... .... $1,265,956,300 (a)2009 Certified Taxable Appraised Valuation .......... ........... .......... ........... .......... ........... ........... ........... .... $1,452,155,734 (a)

Gross Direct Debt Outstanding (after issuance of the Bonds) .......... ........... ........... ........... ........... .......... .. $ 73,470,000 (b)Estimated Overlapping Debt .......... .......... ........... ........... ........... ........... .......... ........... ........... .......... .......... ... 93,614,090 (c)Gross Direct Long-Term Debt and Estimated Overlapping Debt ............................................................. $167,084,090

Ratio of Gross Direct Debt to:2009 Certified Taxable Appraised Valuation ...................................................................................................... 5.06%

Ratio of Gross Direct Debt and Estimated Overlapping Debt to2009 Certified Taxable Appraised Valuation .................................................................................................... 11.51%

Funds Available for Debt Service:Debt Service Fund Balance as of July 27, 2009 .......................................................................................... $9,539,131

Operating Fund Balance as of July 27, 2009 .......... ........... ........... .......... ........... ........... .......... ........... .......... . $ 56,015Capital Project Fund Balance as of July 27, 2009 ......................................................................................... $6,140,753

(a) As certified by the Montgomery Central Appraisal District (the MCAD). See TAXING PROCEDURES.(b) Includes the Series 2009 Bonds scheduled to close on August 31, 2009.(c) See FINANCIAL INFORMATION CONCERNING THE DISTRICTEstimated Overlapping Debt.Investments of the District

The District has adopted an Investment Policy as required by the Public Funds Investment Act, Chapter 2256,Texas Government Code. The District's goal is to preserve principal and maintain liquidity while securing a competitiveyield on its portfolio. Funds of the District are invested in short term U.S. Treasuries, certificates of deposit insured by theFederal Deposit Insurance Corporation (FDIC) or secured by collateral evidenced by perfected safekeeping receipts heldby a third party bank, and public funds investment pools rated in the highest rating category by a nationally recognizedrating service. The District does not currently own, nor does it anticipate, the inclusion of long term securities or derivativeproducts in the District portfolio.


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Debt Service Requirements

The following sets forth the actual debt service on the Outstanding Bonds (see Outstanding Bonds in thissection), including the Series 2009 Bonds expected to close on August 31, 2009, and the Bonds. See USE ANDDISTRIBUTION OF BOND PROCEEDS.

Outstanding

Bonds

Debt Service Debt ServiceYear Requirements Principal Interest Total Requirements

2009 4,006,844.79$ (a) -$ -$ -$ 4,006,844.79$

2010 5,603,990.01 520,000 563,333.33 1,083,333.33 6,687,323.34

2011 5,556,188.76 520,000 504,400.00 1,024,400.00 6,580,588.76

2012 5,505,432.51 520,000 488,800.00 1,008,800.00 6,514,232.51

2013 5,449,235.01 520,000 473,200.00 993,200.00 6,442,435.01

2014 5,388,181.26 520,000 457,600.00 977,600.00 6,365,781.26

2015 5,743,446.26 520,000 442,000.00 962,000.00 6,705,446.26

2016 5,307,686.26 520,000 423,800.00 943,800.00 6,251,486.26

2017 5,250,453.76 520,000 405,600.00 925,600.00 6,176,053.76

2018 4,520,808.76 520,000 387,400.00 907,400.00 5,428,208.76

2019 4,448,908.76 520,000 366,600.00 886,600.00 5,335,508.76

2020 4,362,491.26 520,000 345,800.00 865,800.00 5,228,291.262021 3,736,483.76 520,000 325,000.00 845,000.00 4,581,483.76

2022 4,230,263.76 520,000 304,200.00 824,200.00 5,054,463.76

2023 4,103,751.26 520,000 283,400.00 803,400.00 4,907,151.26

2024 2,001,038.76 520,000 262,080.00 782,080.00 2,783,118.76

2025 1,924,618.76 520,000 240,240.00 760,240.00 2,684,858.76

2026 1,852,925.00 520,000 217,880.00 737,880.00 2,590,805.00

2027 1,780,931.26 520,000 195,000.00 715,000.00 2,495,931.26

2028 478,937.50 520,000 171,600.00 691,600.00 1,170,537.50

2029 462,150.00 520,000 147,680.00 667,680.00 1,129,830.00

2030 445,362.50 520,000 123,240.00 643,240.00 1,088,602.50

2031 428,575.00 520,000 98,800.00 618,800.00 1,047,375.00

2032 411,787.50 520,000 74,100.00 594,100.00 1,005,887.50

2033 - 520,000 49,400.00 569,400.00 569,400.00

2034 - 520,000 24,700.00 544,700.00 544,700.00

Total 83,000,492.46$ 13,000,000$ 7,375,853.33$ 20,375,853.33$ 103,376,345.79$

Plus: Debt Service on the Bonds

Average Annual Debt Service Requirements (2010-2034) .................................................................................. $3,974,780Maximum Annual Debt Service Requirement (2015) .......... .......... ........... ........... .......... ........... .......... ........... ...... $6,705,446

(a) Excludes the Districts April 1, 2009 debt service payment in the amount of $1,720,442.


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Estimated Overlapping Debt

The following table indicates the general obligation indebtedness, defined as outstanding debt payable from advalorem taxes, of governmental entities within which the District is located and the estimated percentages and amounts ofsuch indebtedness attributable to property within the District. Debt figures equated herein to outstanding bonds payablefrom ad valorem taxes are based upon data obtained from individual jurisdictions or the Texas Municipal Reports (TMR)compiled and published by the Municipal Advisory Council of Texas. Furthermore, certain entities listed below may haveissued additional bonds since the date listed. Political subdivisions overlapping the District are authorized by Texas law tolevy and collect ad valorem taxes for the purposes of operation, maintenance and/or general revenue, in addition to taxes

for the payment of debt service, and the tax burden for operation, maintenance and/or general revenue purposes is notincluded in these figures.

Taxing Outstanding OverlappingJurisdiction Bonds As of Percent Amount

Montgomery County ......... ........... .......... ........... .......... $362,365,529 09/30/08 4.28% $15,509,245Conroe Independent School District .......... ........... ...... 772,686,942 08/31/08 6.73% 52,001,831Woodlands Metro Center MUD .......... .......... .......... .... 21,350,000 09/30/08 88.66% 18,928,910The City of Shenandoah .......... .......... ........... ........... .... 19,625,000 09/30/08 19.35% 3,797,438Lone Star College System ......... ........... .......... .......... ... 298,820,000 08/31/08 1.13% 3,376,666

Total Estimated Overlapping Debt (a) .......... ........... ........... .......... ........... ........... .......... ........... .......... ....... $ 93,614,090The District's Total Direct Debt (b) .......... .......... ........... ........... .......... ........... ........... .......... ........... .......... ... 73,470,000Total Direct and Estimated Overlapping Debt .......................................................................................... $167,084,090

Total Direct and Estimated Overlapping Debt as a Percentage of:2009 Certified Taxable Appraised Valuation of $1,452,155,734 ..................................................................... 11.51%

(a) Does not include overlapping amounts for Montgomery County Municipal Utility District Nos. 6, 7, 40, 47, 60,and 67, which are considered insignificant.

(b) Includes the Bonds and the Outstanding Bonds.

Overlapping Taxes

Property within the District is subject to taxation by several taxing authorities in addition to the District. OnJanuary 1 of each year a tax lien attaches to property to secure the payment of all taxes, penalties and interest imposed onsuch property. The lien exists in favor of each taxing unit, including the District, having the power to tax the property.The District's tax lien is on a parity with tax liens of the taxing authorities shown below. In addition to ad valorem taxesrequired to pay debt service on bonded debt of the District and other taxing authorities, certain taxing jurisdictions,

including the District, are also authorized by Texas law to assess, levy and collect ad valorem taxes fo

WRUD Series 2009A - Final Official Statement

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Transcript of WRUD Series 2009A - Final Official Statement