REG - San Francisco P.U.C. - PRELIMINARY ACCEPTANCE NOTICE
02/04/2025 08:15
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RNS Number : 2414D San Francisco Public Utilities Comm 01 April 2025
PRELIMINARY ACCEPTANCE NOTICE
Dated April 1, 2025
RELATING TO THE
INVITATION TO TENDER BONDS FOR PURCHASE, DATED March 17, 2025
made by
public utilities commission of the City and County of San Francisco
to the Bondholders described herein of all or any portion of certain
maturities of its
TAXABLE TARGET BONDS
SAN FRANCISCO WATER REVENUE BONDS,
2019 Series ABC, 2019 Sub-Series A Bonds 2019 Series ABC, 2019 Sub-Series B Bonds
(Refunding - Federally Taxable) (WSIP)
(Refunding - Federally Taxable) (Hetch Hetchy)
(Green Bonds)
2019 Series ABC, 2019 Sub-Series C Bonds 2020 Series EFGH, 2020 Sub-Series E Bonds
(Refunding - Federally Taxable) (Local Water Main)
(Refunding - Federally Taxable) (WSIP)
(Green Bonds)
2020 Series EFGH, 2020 Sub-Series F Bonds 2020 Series EFGH, 2020 Sub-Series G Bonds
(Refunding - Federally Taxable) (Non-WSIP)
(Refunding - Federally Taxable) (Local Water)
2020 Series EFGH, 2020 Sub-Series H Bonds
(Refunding - Federally Taxable) (Hetch Hetchy Water)
TAX-EXEMPT TARGET BONDS
SAN FRANCISCO WATER REVENUE BONDS,
2016 Series AB, 2016 Sub-Series A Bonds 2017 Series DEFG, 2017 Sub-Series D Bonds (Refunding) (Green Bonds)
(Refunding)
The purpose of this Preliminary Acceptance Notice, dated April 1, 2025 (the
"Preliminary Acceptance Notice") is to provide notice of preliminary
acceptance for purchase of certain Target Bonds. All other terms relating to
the Invitation (hereinafter defined) remain unchanged. Terms used herein and
not otherwise defined are used as defined in the Invitation.
Pursuant to the Invitation to Tender Bonds for Purchase, dated March 17, 2025
(as supplemented by the Pricing Notice, dated March 24, 2025, and as it may be
further amended or supplemented, the "Invitation"), the Public Utilities
Commission of the City and County of San Francisco (the "Commission") invited
Bondholders to offer to tender Target Bonds for cash: (i) for the Taxable
Target Bonds, at the applicable Offer Purchase Prices based on a Fixed Spread
set forth in the Pricing Notice to be added to the yield on the relevant
Benchmark U.S. Treasury Security (also set forth in the Pricing Notice), and
(ii) for the Tax-Exempt Target Bonds, at the applicable Offer Purchase Prices
as set forth in the Pricing Notice, plus, for both (i) and (ii), Accrued
Interest on the Target Bonds purchased to but not including the Settlement
Date.
As of Monday, March 31, 2025, at 5:00 p.m., New York City time, the Invitation
expired.
The principal amount of the Taxable Target Bonds for each maturity and
corresponding CUSIP that the Commission is preliminarily accepting for
purchase are set forth in Attachment A hereto.
The principal amount of the Tax-Exempt Target Bonds for each maturity and
corresponding CUSIP that the Commission is preliminarily accepting for
purchase are set forth in Attachment B hereto.
However, the Taxable Target Bonds with CUSIPs 79765R4T3, 79771FAJ6 and
79771FBB2, and the Tax-Exempt Target Bonds with CUSIPs 79765RH69, 79765RH77,
79765R2K4 and 79765R2N8, may not provide sufficient economic benefit to the
Commission, based on market conditions as of the date of this Preliminary
Acceptance Notice, to accept for purchase such tendered Target Bonds. Final
acceptance of the Target Bonds for purchase, if any, will be announced via the
Final Acceptance Notice on the Final Acceptance Date (i.e., April 2, 2025,
unless extended in accordance with the Invitation), from and among those
Target Bonds of each CUSIP preliminarily accepted for purchase as listed in
Attachment A and Attachment B hereto. See Section 1(a), "INTRODUCTION -
General" and Sections 2(l) and 2(o), "TERMS OF THIS INVITATION - Determination
of Amounts to be Purchased" and "- Conditions to Purchase" in the Invitation.
The principal amount of the Target Bonds in this Preliminary Acceptance Notice
is preliminary and subject to change. The Commission has no obligation to
accept for purchase any tendered Target Bonds. The Commission's obligation
to pay for Target Bonds validly tendered (and not validly withdrawn) and
accepted pursuant to the Invitation is subject to the satisfaction of or
waiver of the terms and conditions of the Invitation (including, inter alia,
satisfaction or waiver of the Financing Conditions) on or prior to the
Settlement Date.
Should the Commission determine to purchase less than all of the tendered
Target Bonds of a particular CUSIP, the principal amount of such Target Bonds
that it will purchase will be allocated among such tendered Target Bonds on a
pro rata basis as described in the Invitation.
The Invitation, including the 2025 Refunding POS, is available: (i) at the
Municipal Securities Rulemaking Board through its Electronic Municipal Market
Access website, currently located at http://emma.msrb.org, using the CUSIP
numbers for the Target Bonds, and (ii) on the website of the Information Agent
and Tender Agent at https://www.globic.com/sfpuc.
Any questions are to be directed to the Information Agent and Tender Agent at
(212) 227-9622.
ATTACHMENT A
TAXABLE TARGET BONDS
The tables below list the principal amount of the Taxable Target Bonds of each
maturity and corresponding CUSIP that has been preliminarily accepted for
purchase by the Commission. The principal amount is preliminary and subject
to change.
Series and Subseries CUSIP No.(( 1 (#_ftn1) )) Maturity Date (November 1) Interest Rate Outstanding Principal Amount Principal Amount Tendered for Purchase Preliminary Principal Amount Accepted for Purchase
2019 Series ABC, 2019 Sub-Series A 79765R4T3 2 (#_ftn2) 2028 2.533% $1,310,000 $700,000 $700,000
79771FFG7 2029 2.593 2,980,000 - -
79771FFH5 2030 2.703 3,060,000 110,000 110,000
79771FFJ1 2031 2.803 29,910,000 9,075,000 9,075,000
79771FFK8 2032 2.953 2,835,000 - -
79771FFL6 2033 3.053 2,925,000 1,175,000 1,175,000
79765R4Z9 2034 3.153 2,885,000 1,055,000 1,055,000
79765R5A3 2039 3 (#_ftn3) 3.303 153,555,000 50,655,000 50,655,000
79765R5B1 2043(3) 3.473 183,475,000 10,325,000 10,325,000
2019 Series ABC, 2019 Sub-Series B 79765R5C9 2034(3) 3.153 4,735,000 - -
79765R5D7 2041(3) 3.523 11,435,000 - -
2019 Series ABC, 2019 Sub-Series C 79765R5E5 2034(3) 3.153 5,160,000 - -
79765R5F2 2041(3) 3.523 12,455,000 - -
2020 Series EFGH, 2020 Sub-Series E 79771FAA5 2041(3) 2.825 141,290,000 27,000,000 27,000,000
79771FAB3 2047(3) 2.945 41,430,000 7,000,000 7,000,000
2020 Series EFGH, 2020 Sub-Series F 79771FAJ6(2) 2028 1.618 1,505,000 1,235,000 1,235,000
79771FAK3 2029 1.718 1,530,000 80,000 80,000
79771FAL1 2030 1.788 5,720,000 2,055,000 2,055,000
79771FAM9 2031 1.988 5,830,000 2,250,000 2,250,000
79771FAN7 2032 2.188 5,955,000 - -
79771FAP2 2033 2.288 6,090,000 255,000 255,000
79771FAQ0 2034 2.388 6,235,000 - -
79771FAR8 2035 2.488 6,385,000 - -
79771FAS6 2041(3) 2.845 37,330,000 3,785,000 3,785,000
79771FAT4 2047(3) 3.145 51,605,000 4,200,000 4,200,000
(cont'd) ATTACHMENT A
TAXABLE TARGET BONDS
Series and Subseries CUSIP No.(( 4 (#_ftn4) )) Maturity Date (November 1) Interest Rate Outstanding Principal Amount Principal Amount Tendered for Purchase Preliminary Principal Amount Accepted for Purchase
2020 Series EFGH, 2020 Sub-Series G 79771FBB2 5 (#_ftn5) 2028 1.618% $1,815,000 $265,000 $265,000
79771FBC0 2029 1.718 4,610,000 75,000 75,000
79771FBD8 2030 1.788 5,485,000 2,500,000 2,500,000
79771FBE6 2031 1.988 12,170,000 1,155,000 1,155,000
79771FBF3 2032 2.188 2,380,000 130,000 130,000
79771FBH9 2034 2.388 1,140,000 1,140,000 -
79771FBJ5 2035 2.488 325,000 10,000 -
79771FBK2 2043 6 (#_ftn6) 3.095 10,705,000 - -
2020 Series EFGH, 2020 Sub-Series H 79771FBS5 2028 1.618 720,000 - -
79771FBT3 2029 1.718 735,000 - -
79771FBU0 2030 1.788 2,740,000 1,105,000 1,105,000
79771FBV8 2031 1.988 2,790,000 - -
79771FBW6 2032 2.188 2,850,000 - -
79771FBX4 2033 2.288 2,915,000 - -
79771FBY2 2034 2.388 2,985,000 2,880,000 2,880,000
79771FBZ9 2035 2.488 3,055,000 - -
79771FCA3 2041(3) 2.845 17,860,000 - -
79771FCB1 2047(3) 3.145 24,685,000 4,600,000 4,600,000
ATTACHMENT B
TAX-EXEMPT TARGET BONDS
The table below lists the principal amount of the Tax-Exempt Target Bonds of
each maturity and corresponding CUSIP that has been preliminarily accepted for
purchase by the Commission. The principal amount is preliminary and subject
to change.
Series and Subseries CUSIP No. (( 7 (#_ftn7) )) Maturity Date (November 1) Interest Rate Outstanding Principal Amount Principal Amount Tendered for Purchase Preliminary Principal Amount Accepted for Purchase
2016 Series AB, 2016 Sub-Series A 79765RH69 8 (#_ftn8) 2029 5.000% $51,135,000 $24,800,000 $24,800,000
79765RH77(2) 2030 4.000 53,460,000 33,570,000 33,570,000
79765RH85 2031 5.000 15,945,000 6,160,000 6,160,000
79765RH93 2032 5.000 26,770,000 5,205,000 5,205,000
79765RJ26 2033 5.000 23,830,000 10,165,000 10,165,000
79765RJ34 2034 5.000 19,905,000 5,880,000 5,880,000
79765RJ42 2035 5.000 12,830,000 2,895,000 2,895,000
79765RJ59 2036 4.000 43,670,000 9,355,000 -
79765RJ67 2039 9 (#_ftn9) 4.000 141,995,000 76,350,000 -
2017 Series DEFG, 2017 Sub-Series D 79765R2K4(2) 2030 5.000 18,100,000 10,120,000 10,120,000
79765R2N8(2) 2031 4.000 2,430,000 2,430,000 2,430,000
79765R2M0 2031 5.000 7,465,000 3,405,000 3,405,000
79765R2P3 2032 5.000 31,835,000 14,935,000 14,935,000
79765R2Q1 2033 5.000 18,250,000 12,985,000 12,985,000
79765R2R9 2034 5.000 39,510,000 17,665,000 17,665,000
79765R2S7 2035 5.000 8,090,000 2,150,000 2,150,000
1 (#_ftnref1) CUSIP is a registered trademark of the American Bankers
Association. CUSIP information herein is provided by CUSIP Global Services,
managed on behalf of the American Bankers Association by FactSet Research
Systems Inc. This information is not intended to create a database and does
not serve in any way as a substitute for the CUSIP Services. CUSIP numbers
are provided for convenience of reference only. None of the Commission, the
Dealer Manager, the Information Agent and Tender Agent nor their respective
agents or counsel assumes responsibility for the accuracy of such numbers.
2 (#_ftnref2) Purchase by the Commission, under current market conditions,
may not provide sufficient economic benefit for the Commission to accept such
tendered Taxable Target Bonds. See Section 1(a), "INTRODUCTION - General" in
the Invitation.
3 (#_ftnref3) Taxable Target Term Bond.
4 (#_ftnref4) CUSIP is a registered trademark of the American Bankers
Association. CUSIP information herein is provided by CUSIP Global Services,
managed on behalf of the American Bankers Association by FactSet Research
Systems Inc. This information is not intended to create a database and does
not serve in any way as a substitute for the CUSIP Services. CUSIP numbers
are provided for convenience of reference only. None of the Commission, the
Dealer Manager, the Information Agent and Tender Agent nor their respective
agents or counsel assumes responsibility for the accuracy of such numbers.
5 (#_ftnref5) Purchase by the Commission, under current market conditions,
may not provide sufficient economic benefit for the Commission to accept such
tendered Taxable Target Bonds. See Section 1(a), "INTRODUCTION - General" in
the Invitation.
6 (#_ftnref6) Taxable Target Term Bond.
7 (#_ftnref7) CUSIP is a registered trademark of the American Bankers
Association. CUSIP information herein is provided by CUSIP Global Services,
managed on behalf of the American Bankers Association by FactSet Research
Systems Inc. This information is not intended to create a database and does
not serve in any way as a substitute for the CUSIP Services. CUSIP numbers
are provided for convenience of reference only. None of the Commission, the
Dealer Manager, the Information Agent and Tender Agent nor their respective
agents or counsel assumes responsibility for the accuracy of such numbers.
8 (#_ftnref8) Purchase by the Commission, under current market conditions,
may not provide sufficient economic benefit for the Commission to accept such
tendered Tax-Exempt Target Bonds. See Section 1(a), "INTRODUCTION - General"
in the Invitation.
9 (#_ftnref9) Target Term Bond.
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