REG - San Francisco P.U.C. - INVITATION TO TENDER BONDS FOR PURCHASE
18/03/2025 08:45
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RNS Number : 0921B San Francisco Public Utilities Comm 18 March 2025
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http://www.rns-pdf.londonstockexchange.com/rns/0921B_1-2025-3-18.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/0921B_1-2025-3-18.pdf)
INVITATION TO TENDER BONDS for Purchase
made by
public utilities commission of the City and County of San Francisco
to the Bondholders described herein of all or any portion of the maturities
listed on pages (i) through (iii) herein of its
TAXABLE TARGET BONDS
SAN FRANCISCO WATER REVENUE BONDS,
2019 Series ABC, 2019 Sub-Series A 2019 Series ABC, 2019 Sub-Series B
(Refunding - Federally Taxable) (WSIP)
(Refunding - Federally Taxable) (Hetch Hetchy)
(Green Bonds)
2019 Series ABC, 2019 Sub-Series C 2020 Series EFGH, 2020 Sub-Series E
(Refunding - Federally Taxable) (Local Water Main)
(Refunding - Federally Taxable) (WSIP)
(Green Bonds)
2020 Series EFGH, 2020 Sub-Series F 2020 Series EFGH, 2020 Sub-Series G
(Refunding - Federally Taxable) (Non-WSIP)
(Refunding - Federally Taxable) (Local Water)
2020 Series EFGH, 2020 Sub-Series H
(Refunding - Federally Taxable) (Hetch Hetchy Water)
TAX-EXEMPT TARGET BONDS
SAN FRANCISCO WATER REVENUE BONDS,
2016 Series AB, 2016 Sub-Series A 2017 Series DEFG, 2017 Sub-Series D
(Refunding)
(Refunding) (Green Bonds)
THIS INVITATION WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON MARCH 31, 2025
UNLESS EARLIER CANCELED OR EXTENDED AS DESCRIBED HEREIN
All terms used below with initial capitalization where not required by the
rules of grammar and not otherwise defined herein have the meanings given to
them in this Invitation.
To make an informed decision as to whether, and how, to tender Target Bonds
for purchase pursuant to this Invitation, Bondholders must read this
Invitation, including the 2025 Refunding POS (as defined herein) included
herein as Appendix A, carefully, and consult with their financial advisor,
accounting professional, tax professional, attorney, Financial Representative
(as defined herein) or other appropriate professional. For more information
about risks concerning this Invitation, please see "ADDITIONAL CONSIDERATIONS"
herein.
Any Bondholder wishing to tender Target Bonds for purchase in response to this
Invitation must follow the procedures for tenders more specifically described
herein. Bondholders and their Financial Representatives with questions about
this Invitation should contact the Dealer Manager or the Information Agent and
Tender Agent.
Key Dates and Times
All of these dates and times are subject to change. All times are New York
City time.
Notices of changes will be sent in the manner provided for in this Invitation.
Launch
Date..................................................................................................................................................................
March 17, 2025
Pricing
Notice...............................................................................................................................................................
March 24, 2025
Expiration
Date............................................................................................................................................
5:00 p.m., March 31, 2025
Preliminary Acceptance Date and Preliminary Acceptance
Notice....................................................................................
April 1, 2025
Determination of Taxable Target Bonds Offer Purchase
Prices............................................ Approximately 10:00 a.m.,
April 2, 2025
Notice of Taxable Target Bonds Offer Purchase
Prices....................................................................................................
April 2, 2025
Final Acceptance Date and Final Acceptance
Notice........................................................................................................
April 2, 2025
Settlement Date (unless earlier terminated or
extended)..................................................................................................
April 17, 2025
The Dealer Manager The Information Agent and Tender Agent
for this Invitation is
for this Invitation is
Jefferies LLC Globic Advisors
TAXABLE TARGET BONDS SUBJECT TO THIS INVITATION(*)
San Francisco Water Revenue Bonds:
Series and Subseries CUSIP No. 1 Maturity Date (November 1) Average Life Date 2 Outstanding Principal Amount Interest Rate Par Call Date Benchmark U.S. Treasury Security 3 Indicative Fixed Spread 4
2019 Series ABC, 2019 Sub-Series A 79765R4T3 2028 n/a $1,310,000 2.533% n/a 3-Year - 15.0 bps
79771FFG7 2029 n/a 2,980,000 2.593 n/a 5-Year - 15.0 bps
79771FFH5 2030 n/a 3,060,000 2.703 11/1/2029 5-Year - 10.0 bps
79771FFJ1 2031 n/a 29,910,000 2.803 11/1/2029 7-Year - 10.0 bps
79771FFK8 2032 n/a 2,835,000 2.953 11/1/2029 7-Year - 5.0 bps
79771FFL6 2033 n/a 2,925,000 3.053 11/1/2029 10-Year + 0.0 bps
79765R4Z9 2034 n/a 2,885,000 3.153 11/1/2029 10-Year + 7.0 bps
79765R5A3 2039 7/16/2037 153,555,000 3.303 11/1/2029 10-Year + 29.0 bps
79765R5B1 2043 7/11/2042 183,475,000 3.473 11/1/2029 30-Year + 31.0 bps
2019 Series ABC, 2019 Sub-Series B 79765R5C9 2034 4/1/2033 4,735,000 3.153 11/1/2029 10-Year + 0.0 bps
79765R5D7 2041 12/20/2038 11,435,000 3.523 11/1/2029 10-Year + 32.0 bps
2019 Series ABC, 2019 Sub-Series C 79765R5E5 2034 4/2/2033 5,160,000 3.153 11/1/2029 10-Year + 0.0 bps
79765R5F2 2041 12/20/2038 12,455,000 3.523 11/1/2029 10-Year + 32.0 bps
2020 Series EFGH, 2020 Sub-Series E 79771FAA5 2041 5/18/2038 141,290,000 2.825 11/1/2030 10-Year + 34.0 bps
79771FAB3 2047 6/2/2045 41,430,000 2.945 n/a 30-Year + 36.0 bps
2020 Series EFGH, 2020 Sub-Series F 79771FAJ6 2028 n/a 1,505,000 1.618 n/a 3-Year - 15.0 bps
79771FAK3 2029 n/a 1,530,000 1.718 n/a 5-Year - 15.0 bps
79771FAL1 2030 n/a 5,720,000 1.788 n/a 5-Year - 10.0 bps
79771FAM9 2031 n/a 5,830,000 1.988 11/1/2030 7-Year - 10.0 bps
79771FAN7 2032 n/a 5,955,000 2.188 11/1/2030 7-Year - 5.0 bps
79771FAP2 2033 n/a 6,090,000 2.288 11/1/2030 10-Year + 0.0 bps
79771FAQ0 2034 n/a 6,235,000 2.388 11/1/2030 10-Year + 5.0 bps
79771FAR8 2035 n/a 6,385,000 2.488 11/1/2030 10-Year + 13.0 bps
79771FAS6 2041 10/25/2039 37,330,000 2.845 n/a 10-Year + 37.0 bps
79771FAT4 2047 6/4/2045 51,605,000 3.145 11/1/2030 30-Year + 37.0 bps
TAXABLE TARGET BONDS SUBJECT TO THIS INVITATION(*)
San Francisco Water Revenue Bonds:
Series and Subseries CUSIP No. 5 Maturity Date (November 1) Average Life Date 6 Outstanding Principal Amount Interest Rate Par Call Date Benchmark U.S. Treasury Security 7 Indicative Fixed Spread 8
2020 Series EFGH, 2020 Sub-Series G 79771FBB2 2028 n/a $1,815,000 1.618% n/a 3-Year - 15.0 bps
79771FBC0 2029 n/a 4,610,000 1.718 n/a 5-Year - 15.0 bps
79771FBD8 2030 n/a 5,485,000 1.788 n/a 5-Year - 10.0 bps
79771FBE6 2031 n/a 12,170,000 1.988 11/1/2030 7-Year - 10.0 bps
79771FBF3 2032 n/a 2,380,000 2.188 11/1/2030 7-Year - 5.0 bps
79771FBH9 2034 n/a 1,140,000 2.388 11/1/2030 10-Year + 5.0 bps
79771FBJ5 2035 n/a 325,000 2.488 11/1/2030 10-Year + 13.0 bps
79771FBK2 2043 6/29/2040 10,705,000 3.095 11/1/2030 30-Year + 22.0 bps
2020 Series EFGH, 2020 Sub-Series H 79771FBS5 2028 n/a 720,000 1.618 n/a 3-Year - 15.0 bps
79771FBT3 2029 n/a 735,000 1.718 n/a 5-Year - 15.0 bps
79771FBU0 2030 n/a 2,740,000 1.788 n/a 5-Year - 10.0 bps
79771FBV8 2031 n/a 2,790,000 1.988 11/1/2030 7-Year - 10.0 bps
79771FBW6 2032 n/a 2,850,000 2.188 11/1/2030 7-Year - 5.0 bps
79771FBX4 2033 n/a 2,915,000 2.288 11/1/2030 10-Year + 0.0 bps
79771FBY2 2034 n/a 2,985,000 2.388 11/1/2030 10-Year + 5.0 bps
79771FBZ9 2035 n/a 3,055,000 2.488 11/1/2030 10-Year + 13.0 bps
79771FCA3 2041 10/25/2039 17,860,000 2.845 n/a 10-Year + 37.0 bps
79771FCB1 2047 6/4/2045 24,685,000 3.145 11/1/2030 30-Year + 37.0 bps
TAX-EXEMPT TARGET BONDS SUBJECT TO THIS INVITATION
San Francisco Water Revenue Bonds
Series and Subseries CUSIP No. 9 Maturity Date (November 1) Par Call Date Outstanding Principal Amount Interest Rate Indicative Offer Purchase Price (( 10 ))
2016 Series AB, 2016 Sub-Series A 79765RH69 2029 11/1/2026 $51,135,000 5.000% 104.223
79765RH77 2030 11/1/2026 53,460,000 4.000 102.453
79765RH85 2031 11/1/2026 15,945,000 5.000 103.978
79765RH93 2032 11/1/2026 26,770,000 5.000 103.856
79765RJ26 2033 11/1/2026 23,830,000 5.000 103.780
79765RJ34 2034 11/1/2026 19,905,000 5.000 103.597
79765RJ42 2035 11/1/2026 12,830,000 5.000 103.521
79765RJ59 2036 11/1/2026 43,670,000 4.000 101.626
79765RJ67 2039(( 11 )) 11/1/2026 141,995,000 4.000 101.000
2017 Series DEFG, 2017 Sub-Series D 79765R2K4 2030 11/1/2027 18,100,000 5.000 105.954
79765R2N8 2031 11/1/2027 2,430,000 4.000 103.571
79765R2M0 2031 11/1/2027 7,465,000 5.000 106.629
79765R2P3 2032 11/1/2027 31,835,000 5.000 106.428
79765R2Q1 2033 11/1/2027 18,250,000 5.000 106.303
79765R2R9 2034 11/1/2027 39,510,000 5.000 106.003
79765R2S7 2035 11/1/2027 8,090,000 5.000 105.878
PROVISIONS APPLICABLE TO THE INVITATION
On March 24, 2025, the Pricing Notice will be made 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 listed in the tables above; (ii) to The
Depository Trust Company ("DTC") and through DTC to the DTC participants
holding the Target Bonds (as shown in a securities position report obtained by
the Information Agent and Tender Agent); and (iii) by posting electronically
on the website of the Information Agent and Tender Agent at
https://www.globic.com/sfpuc (collectively, the "Information Services").
On April 2, 2025, the Notice of Taxable Target Bonds Offer Purchase Prices
will be made available through the Information Services. The Notice of
Taxable Target Bonds Offer Purchase Prices will set forth the applicable
Treasury Security Yields and the Fixed Spreads as determined in the Pricing
Notice, which, together, will determine the Offer Purchase Prices for the
Taxable Target Bonds. The 2025 Refunding POS (attached hereto as Appendix A)
is or will be made available, as an attachment to this Invitation and made
available through the Information Services.
The consummation of this Invitation is also subject to certain conditions.
See Section 1(a) "INTRODUCTION - General" and Section 2(o) "TERMS OF THIS
INVITATION - Conditions to Purchase" herein.
IMPORTANT INFORMATION
This Invitation and the other information with respect to this Invitation are
and will be available from Jefferies LLC (the "Dealer Manager") and Globic
Advisors (the "Information Agent and Tender Agent") through the Information
Services. Bondholders wishing to tender their Target Bonds for purchase
pursuant to this Invitation must follow the procedures described in this
Invitation. The Commission reserves the right to cancel, amend or otherwise
modify or waive any terms or conditions of this Invitation as described
herein. The Commission will have no obligation to purchase Target Bonds if
this Invitation is cancelled or if the Commission fails to accept tenders.
The Commission further reserves the right to accept nonconforming tenders of
Target Bonds or waive irregularities in any tender of Target Bonds. TARGET
BONDS tendered to the commission IN RESPONSE TO THIS INVITATION but which are
not purchased (SUCH TARGET BONDS, the "unpurchased BONDS") WILL remain
outstanding and will BE RETURNED TO THE RESPECTIVE BONDHOLDERS . THE
COMMISSION RESERVES THE RIGHT TO, AND MAY DECIDE TO, DEFEASE OR REFUND NOW OR
IN THE FUTURE (ON AN ADVANCE OR CURRENT BASIS) SOME OR ALL OF THE unpurchased
BONDS THROUGH THE ISSUANCE OF OTHER TAXABLE OR TAX-EXEMPT OBLIGATIONS OF THE
COMMISSION OR OTHERWISE, OR, IN THE FUTURE, TO OFFER TO PURCHASE OR EXCHANGE,
SOME OR ALL OF THE unpurchased BONDS. The purchase by the Commission of any
Target Bonds pursuant to this Invitation is contingent upon the issuance and
sale of the 2025 Refunding Bonds. The issuance of the 2025 Refunding Bonds
is subject to market conditions and conditions to be satisfied on or prior to
the Settlement Date. The consummation of this Invitation is also subject to
certain other conditions as described herein.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THIS INVITATION OR PASSED UPON THE
FAIRNESS OR MERITS OF THIS INVITATION OR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS INVITATION. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
This Invitation is not being extended to, and Target Bonds tendered in
response to this Invitation will not be accepted from or on behalf of,
Bondholders in any jurisdiction in which this Invitation or such acceptance
thereof would not be in compliance with the laws of such jurisdiction. In
any jurisdictions where the securities, "blue sky" or other laws require this
Invitation to be made through a licensed or registered broker or dealer, this
Invitation shall be deemed to be made on behalf of the Commission through the
Dealer Manager.
References to web site addresses herein are for informational purposes only
and may be in the form of a hyperlink solely for the reader's convenience.
Unless specified otherwise, such web sites and the information or links
contained therein are not incorporated into, and are not a part of, this
Invitation.
No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this Invitation,
and, if given or made, such information or representation may not be relied
upon as having been authorized by the Commission or any of its affiliates.
The delivery of this Invitation shall not under any circumstances create any
implication that any information contained herein is correct as of any time
subsequent to the date hereof or that there has been no change in the
information set forth herein or in any attachments hereto or materials
delivered herewith or in the affairs of the Commission, or its affiliates,
since the date hereof. The information contained in this Invitation is as of
the date of this Invitation only and is subject to change, completion, or
amendment without notice.
Certain statements included or incorporated by reference into this Invitation
constitute "forward-looking statements." Such statements are generally
identifiable by the terminology used such as "forecast," "plan," "expect,"
"estimate," "budget" or similar words. The achievement of certain results or
other expectations contained in such forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause actual
results, performance or achievements described to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. The Commission does not plan to issue any
updates or revisions to those forward-looking statements if or when changes to
its expectations, or events, conditions or circumstances on which such
statements are based, occur.
This Invitation contains important information which should be read in its
entirety before any decision is made with respect to this Invitation.
1.............
INTRODUCTION.......................................................................................................................
(#_Toc189143672) 1
a.
General..................................................................................................................................................
(#_Toc189143673) 1
b. Binding Contract to
Sell.........................................................................................................................
(#_Toc189143674) 3
c. Sources of Funds to Purchase Target
Bonds........................................................................................
(#_Toc189143675) 4
d. Brokerage Commissions and Solicitation
Fees.....................................................................................
(#_Toc189143676) 4
e. Unpurchased
Bonds..............................................................................................................................
(#_Toc189143677) 4
2............. TERMS OF THIS
INVITATION...................................................................................................
(#_Toc189143678) 4
a. Expiration
Date.......................................................................................................................................
(#_Toc189143679) 4
b. Tenders Only Through the Commission's DTC ATOP
Account...............................................................
(#_Toc189143680) 5
c. Information to
Bondholders.....................................................................................................................
(#_Toc189143681) 5
d. Authorized
Denominations......................................................................................................................
(#_Toc189143682) 5
e. Provisions Applicable to All
Tenders........................................................................................................
(#_Toc189143683) 5
f. Representations by Tendering Bondholders to the
Commission..............................................................
(#_Toc189143684) 6
g. Tender of Target Bonds by Financial Institutions; DTC ATOP
Account.................................................... (#_Toc189143685) 7
h. Determinations as to Form and Validity of Tender Offer; Right of
Waiver................................................ (#_Toc189143686) 7
i. Amendments and Withdrawals of Tenders Prior to Expiration
Date..........................................................
(#_Toc189143687) 8
j. Determination of Offer Purchase
Prices....................................................................................................
(#_Toc189143688) 8
k. Adjustment of Sinking Fund
Provisions..................................................................................................
(#_Toc189143689) 10
l. Determination of Amounts to be
Purchased............................................................................................
(#_Toc189143690) 10
m. Settlement Date; Purchase of Target
Bonds..........................................................................................
(#_Toc189143691) 11
n. Extension, Cancellation and Amendment; Changes to
Terms.................................................................
(#_Toc189143692) 11
o. Conditions to
Purchase............................................................................................................................
(#_Toc189143693) 12
3............. ADDITIONAL
CONSIDERATIONS................................................................................................
(#_Toc189143694) 13
4............. SUMMARY OF CERTAIN FEDERAL INCOME TAX
CONSEQUENCES...................................... (#_Toc189143695) 14
5............. DEALER
MANAGER......................................................................................................................
(#_Toc189143696) 15
6............. INFORMATION AGENT AND TENDER
AGENT..............................................................................
(#_Toc189143697) 16
7.............
MISCELLANEOUS...........................................................................................................................
(#_Toc189143698) 16
APPENDIX A: 2025 Refunding POS
APPENDIX B: Form of Pricing Notice
INVITATION TO TENDER BONDS for Purchase
made by
PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO
1. INTRODUCTION
a. General
This Invitation to Tender Bonds for Purchase, dated March 17, 2025 (as it may
be amended or supplemented, including the cover page, inside cover pages and
Appendix A, this "Invitation"), is made by the Public Utilities Commission of
the City and County of San Francisco (the "Commission"), with the assistance
of Jefferies LLC, as Dealer Manager (the "Dealer Manager"), to the beneficial
owners (the "Bondholders") of certain maturities of the Commission's San
Francisco Water Revenue Bonds with the following designations (collectively
the "Target Bonds"):
• 2019 Series ABC, 2019 Sub-Series A (Refunding - Federally Taxable)
(WSIP) (Green Bonds) (the "2019A Bonds");
• 2019 Series ABC, 2019 Sub-Series B (Refunding - Federally Taxable)
(Hetch Hetchy) (the "2019B Bonds");
• 2019 Series ABC, 2019 Sub-Series C (Refunding - Federally Taxable)
(Local Water Main) (the "2019C Bonds");
• 2020 Series EFGH, 2020 Sub-Series E (Refunding - Federally Taxable)
(WSIP) (Green Bonds) (the "2020E Bonds");
• 2020 Series EFGH, 2020 Sub-Series F (Refunding - Federally Taxable)
(Non-WSIP) (the "2020F Bonds");
• 2020 Series EFGH, 2020 Sub-Series G (Refunding - Federally Taxable)
(Local Water) (the "2020G Bonds");
• 2020 Series EFGH, 2020 Sub-Series H (Refunding - Federally Taxable)
(Hetch Hetchy Water) (the "2020H Bonds" and, together with the 2019A Bonds,
the 2019B Bonds, the 2019C Bonds, the 2020E Bonds, the 2020F Bonds and the
2020G Bonds, the "Taxable Target Bonds");
• 2016 Series AB, 2016 Sub-Series A (Refunding) (the "2016A Bonds"); and
• 2017 Series DEFG, 2017 Sub-Series D (Refunding) (Green Bonds) (the
"2017D Bonds" and, together with the 2016A Bonds, the "Tax-Exempt Target
Bonds"),
maturing on the dates set forth in the tables on pages (i) through (iii) of
this Invitation. The Commission is inviting the Bondholders of the Target
Bonds of each CUSIP noted on the inside cover pages hereof to tender all or a
portion of their Target Bonds for cash purchase on the Settlement Date (as
defined herein) by the Commission at the applicable price (each an "Offer
Purchase Price" and, collectively, the "Offer Purchase Prices") to be
determined as follows:
• With respect to each CUSIP of the Taxable Target Bonds, each Offer
Purchase Price will be based on a yield (each a "Purchase Yield") equal to the
applicable fixed spread (each, a "Fixed Spread") to be set forth in the
Pricing Notice, which is expected to be dated on or about March 24, 2025 (as
may be amended and supplemented, the "Pricing Notice," a form of which is
attached hereto as Appendix B) to be added to the yield on the relevant
benchmark United States Treasury Security (the "Benchmark U.S. Treasury
Security"). See Section 2(j), "TERMS OF THIS INVITATION - Determination of
Offer Purchase Prices - Taxable Target Bonds" herein; and
• With respect to each CUSIP of the Tax-Exempt Target Bonds, each Offer
Purchase Price will be set forth in the Pricing Notice. See Section 2(j),
"TERMS OF THIS INVITATION - Determination of Offer Purchase Prices -
Tax-Exempt Target Bonds" herein.
In addition, accrued interest on such purchased Target Bonds will be paid up
to but not including the Settlement Date (as defined herein) ("Accrued
Interest"), all on the terms and conditions as set forth in this Invitation.
The purchase of any Target Bonds pursuant to this Invitation is contingent on
the Commission receiving sufficient net proceeds from the issuance of its San
Francisco Water Revenue Bonds, 2025 Series ABC, 2025 Sub-Series A (Refunding)
(WSIP) (Green Bonds), 2025 Sub-Series B (Refunding) (Regional Water and Local
Water) and 2025 Sub-Series C (Refunding) (Hetch Hetchy Water) (collectively,
the "2025 Refunding Bonds") (see "- Sources of Funds to Purchase Target Bonds"
herein) and is also subject to the terms of this Invitation and certain other
conditions as described herein, including satisfaction of the Financing
Conditions (as defined herein). The Commission's obligation to accept for
purchase and to pay for Target Bonds validly tendered (and not withdrawn)
pursuant to this Invitation is also subject to the satisfaction or waiver of
certain conditions. See Section 2(q), "TERMS OF THIS INVITATION - Conditions
to Purchase," for additional information regarding certain of such conditions.
The Target Bonds, if any, that the Commission decides to purchase will be
purchased on April 17, 2025, unless such date is extended by the Commission,
assuming all conditions to the Invitation have then been satisfied or waived
by the Commission (such date being the "Settlement Date"). The purchase
price paid for each offer of Target Bonds validly tendered and accepted for
purchase (each a "Purchase Price") and the total of the Purchase Price of the
Target Bonds of each CUSIP validly tendered and accepted for purchase pursuant
to this Invitation (the "Aggregate Purchase Price"), as well as Accrued
Interest, will be funded from net proceeds of the 2025 Refunding Bonds,
intended to be issued on the Settlement Date and other available moneys of the
Commission, if any.
The outstanding bonds of the Commission of any series that are not identified
in the tables above on pages (i) through (iii) are not subject to this
Invitation. For certain information concerning the Commission and its plan
of refunding and its outstanding indebtedness see the Preliminary Official
Statement for the 2025 Refunding Bonds attached hereto as Appendix A (the
"2025 Refunding POS"). Bondholders must read the entirety of this
Invitation, including Appendix A, in order to make an informed decision.
The Commission may decide to purchase less than all (or none) of the Target
Bonds tendered to the Commission (see Section 2(l) "TERMS OF THIS INVITATION -
Determination of Amounts to be Purchased" herein). Target Bonds must be
validly tendered for purchase by 5:00 p.m., New York City time, on March 31,
2025 (or such later date as the Commission may determine, the "Expiration
Date"). The Commission reserves the right to extend, amend, waive the terms
of or otherwise modify this Invitation at any time on or prior to the
Expiration Date and at any time prior to the Settlement Date, to cancel this
Invitation, as described in Section 2(p) "TERMS OF THIS INVITATION -
Extension, Cancellation and Amendment; Changes to Terms."
Subject to the terms of this Invitation and the satisfaction of all conditions
to the Commission's obligation to purchase tendered Target Bonds as described
herein, and provided that (i) a Bondholder's Target Bonds tendered for
purchase have been validly tendered and not validly withdrawn by the
Expiration Date, and (ii) accepted by the Commission on or before the Final
Acceptance Date, the Commission will purchase such Target Bonds tendered and
accepted for purchase on the Settlement Date. Accrued Interest on the Target
Bonds purchased will also be paid on the Settlement Date.
The Commission's obligation to accept for purchase any tendered Target Bonds
and the Commission's obligation to pay for Target Bonds validly tendered (and
not validly withdrawn) and accepted pursuant to this Invitation is subject to
the satisfaction of or waiver of the following conditions on or prior to the
Settlement Date: (A) the successful completion by the Commission of the
issuance of the 2025 Refunding Bonds, the proceeds of which will be
sufficient, together with other available moneys of the Commission, to (x)
fund the Aggregate Purchase Price of all Target Bonds validly tendered and
accepted for purchase pursuant to this Invitation, plus Accrued Interest, and
(y) pay all fees and expenses associated with the issuance of the 2025
Refunding Bonds and this Invitation; (B) receipt of all certifications and
opinions required by the "Dealer Manager Agreement" executed between the
Commission and the Dealer Manager in connection with this Invitation; (C) when
taken together with the issuance of the 2025 Refunding Bonds, the Commission,
determining in its reasonable discretion that it will obtain a satisfactory
and sufficient economic benefit as a result of market conditions, including
(x) all or any portion of the maturities listed on pages (i) through (iii)
will produce sufficient debt service savings for the Commission, (y) the
expected or actual level of participation by Bondholders, or (z) any other
factors not within the sole control of the Commission, all on terms and
conditions that are in the Commission's best interest (collectively, the
"Financing Conditions"); and (D) the conditions to purchase in Section 2(o),
"TERMS OF THIS INVITATION - Conditions to Purchase."
TO MAKE AN INFORMED DECISION AS TO WHETHER, AND HOW, TO TENDER TARGET BONDS
FOR PURCHASE, BONDHOLDERS MUST READ THIS INVITATION, INCLUDING THE 2025
Refunding POS IN APPENDIX A HERETO.
None of the Commission, the Dealer Manager nor the Information Agent and
Tender Agent (as defined herein) makes any recommendation that any Bondholder
tender or refrain from tendering all or any portion of such Bondholder's
Target Bonds for purchase. Bondholders must make their own decisions and
should read this Invitation carefully and consult with their financial
advisor, accounting professional, tax professional, attorney, Financial
Representative (as defined herein) or other appropriate professional in making
these decisions.
Target Bonds tendered to the Commission in response to this Invitation but
which are not purchased (such Target Bonds, the "Unpurchased Bonds") will
continue to be outstanding, and payable and secured, pursuant to the terms of
the Amended and Restated Indenture, dated as of August 1, 2002 (as
supplemented and amended, the "Indenture"), by and between the Commission and
the U.S. Bank Trust Company, National Association, as successor trustee (the
"Trustee"). Bondholders of Unpurchased Bonds will continue to bear the risk
of ownership of such Unpurchased Bonds, including the risk of redemption
pursuant to the terms of such bonds. See "- Unpurchased Bonds" herein.
Target Bonds that are tendered to the Commission but which the Commission does
not purchase in response to this Invitation will be returned to the respective
Bondholders.
b. Binding Contract to Sell
If a Bondholder's tender of a Target Bond is accepted by the Commission by the
time specified herein, the Bondholder will be obligated to sell, and the
Commission will be obligated to purchase, such Target Bonds on the Settlement
Date at the Offer Purchase Price for such Target Bond, plus Accrued Interest,
subject to the conditions described herein.
c. Sources of Funds to Purchase Target Bonds
The Aggregate Purchase Price of the Target Bonds validly tendered for purchase
pursuant to this Invitation will be funded from net proceeds of the 2025
Refunding Bonds, intended to be issued on the Settlement Date, and other
available moneys of the Commission, if any. The purchase by the Commission
of any Target Bonds is contingent upon the satisfaction of the Financing
Conditions, including the issuance and sale of the 2025 Refunding Bonds, and
the conditions to purchase in Section 2(o), "TERMS OF THIS INVITATION -
Conditions to Purchase."
The issuance of the 2025 Refunding Bonds is subject to market conditions and
conditions to be satisfied on or prior to the Settlement Date. The 2025
Refunding Bonds are not being offered pursuant to this Invitation.
d. Brokerage Commissions and Solicitation Fees
Bondholders will not be obligated to pay any brokerage commissions or
solicitation fees to the Commission, the Dealer Manager, or the Information
Agent and Tender Agent in connection with this Invitation. However, each
Bondholder should check with its broker, bank, account executive or other
financial institution that maintains the account in which their Target Bonds
are held (their "Financial Representative") to determine whether it will
charge any commissions or fees.
e. Unpurchased Bonds
The Commission reserves the right to, and may decide to, defease or refund now
or in the future (on an advance or current basis) some or all of the
Unpurchased Bonds through the issuance of other taxable or tax-exempt
obligations of the Commission or otherwise, or, in the future, to offer to
purchase or exchange, some or all of the Unpurchased Bonds. See "ADDITIONAL
CONSIDERATIONS" herein.
The purchase by the Commission of Target Bonds may have certain potential
adverse effects on Bondholders of Unpurchased Bonds, including the following:
· the principal amount of the Unpurchased Bonds available to trade
publicly will be reduced, which could adversely affect the liquidity and
market value of any Unpurchased Bonds; and
· the average life of the remaining Unpurchased Bonds may be
affected, for Target Term Bonds (as defined herein).
2. TERMS OF THIS INVITATION
a. Expiration Date
The Commission's invitation to tender hereunder will expire at 5:00 p.m., New
York City time, on the Expiration Date. Bondholders who are interested in
selling their Target Bonds on the Settlement Date must follow the procedures
more specifically described herein. Bondholders and their Financial
Representatives with questions about this Invitation should contact the Dealer
Manager or the Information Agent and Tender Agent.
In the sole discretion of the Commission, the Commission may extend the
Expiration Date, the Preliminary Acceptance Date, the Final Acceptance Date
(each as defined herein) or the Settlement Date, or cancel, amend or otherwise
modify or waive any conditions of this Invitation. See "- Extension,
Cancellation and Amendment; Changes to Terms" herein.
b. Tenders Only Through the Commission's DTC ATOP Account
The Target Bonds are all held in book-entry-only form through the facilities
of The Depository Trust Company ("DTC") through banks, brokers and other
institutions that are participants in DTC. All tenders of Target Bonds must
be made through the Commission's Automated Tender Offer Program account at DTC
described herein (the "DTC ATOP account"). The Commission will not accept
any tenders that are not made through the DTC ATOP account. As a result,
Bondholders who are not DTC participants can only tender Target Bonds through
the financial institution that maintains the DTC account in which their Target
Bonds are held.
In order to ensure that each Bondholder receives proper consideration of the
Purchase Price paid in connection with the purchase of such Bondholder's
Target Bonds, a Bondholder's DTC participant should input such Bondholder's
tender instructions separately into the DTC ATOP account.
c. Information to Bondholders
The Commission may give information about this Invitation to the market and
Bondholders, including, without limitation, any supplement to the 2025
Refunding Bonds POS, the Pricing Notice and all other notices, supplements and
amendments hereto, by delivery of the information in the following ways: (a)
to the Municipal Securities Rulemaking Board through its Electronic Municipal
Market Access website, currently located at http://emma.msrb.org ("EMMA
Website"), using the CUSIP numbers for the Target Bonds; (b) DTC and through
DTC to the DTC participants holding the Target Bonds; and (c) by posting
electronically on the website of the Information Agent and Tender Agent at
https://www.globic.com/sfpuc (such website, together with EMMA Website and DTC
being collectively referred to herein as the "Information Services").
Delivery by the Commission of information through the Information Services
will be deemed to constitute delivery of such information to each
Bondholder.
The Commission, the Dealer Manager, and the Information Agent and Tender Agent
have no obligation to ensure that a Bondholder actually receives any
information provided by the Commission in this manner. Bondholders who would
like to receive information furnished by the Commission through the
Information Services must make appropriate arrangements with their Financial
Representatives, or the Information Agent and Tender Agent.
d. Authorized Denominations
A Bondholder may tender Target Bonds for purchase of a particular CUSIP number
that it owns in an amount of its choosing, but only in a principal amount
equal to the minimum denomination of $5,000 (the "Authorized Denomination") or
any multiple of $5,000 in excess thereof.
e. Provisions Applicable to All Tenders
Need for Advice. A Bondholder should ask its Financial Representative or
financial advisor for help in determining: (a) whether to tender Target Bonds
of a particular CUSIP number for purchase, and (b) the principal amount of
Target Bonds of such CUSIP number to be tendered, in each case in response to
this Invitation. A Bondholder also should inquire as to whether its
Financial Representative or financial advisor will charge a fee for submitting
tenders if the Commission purchases the Bondholder's tendered Target Bonds.
The Commission, the Dealer Manager, and the Information Agent and Tender Agent
will not charge any Bondholder for tendering Target Bonds.
Need for Specificity of Tender. A tender cannot exceed the par amount of
Target Bonds owned by the Bondholder and must include the following
information: (1) the CUSIP number(s) of the Target Bond(s) being tendered, and
(2) the principal amount of each CUSIP number being tendered (such principal
amount must be stated in Authorized Denominations and if not so stated, for
tenders of less than all of the holder's position in the Target Bonds, such
principal amount will be reduced to the greatest integral multiple of $5,000
equal to at least the applicable minimum Authorized Denomination). Any
Bondholder located outside of the United States should check with its broker
to determine if there any additional minimal increments, alternative
settlement timing or other limitations.
"All or none" offers are not permitted.
No alternative, conditional or contingent tenders will be accepted.
Bondholders who tender less than all of the Target Bonds that they hold must
continue to hold their remaining Target Bonds in Authorized Denominations.
ALL TENDERS MUST BE MADE THROUGH THE DTC ATOP ACCOUNT. THE COMMISSION WILL
NOT ACCEPT ANY TENDERS THAT ARE NOT MADE THROUGH THE DTC ATOP ACCOUNT.
LETTERS OF TRANSMITTAL ARE NOT BEING USED IN CONNECTION WITH THIS
INVITATION. See "- Tender of Target Bonds by Financial Institutions; DTC
ATOP Account" herein.
General. A Bondholder may only tender Target Bonds it owns. By tendering
Target Bonds pursuant to this Invitation, a Bondholder will be deemed to have
represented to, and agreed with, the Commission as set forth under "-
Representations by Tendering Bondholders to the Commission" herein. All
tenders shall survive the death or incapacity of the tendering Bondholder.
f. Representations by Tendering Bondholders to the Commission
By tendering Target Bonds for purchase pursuant to this Invitation, each
tendering Bondholder will be deemed to have represented to and agreed with the
Commission that:
(a) the Bondholder has received this Invitation and has had the opportunity
to review this Invitation prior to making its decision to tender Target Bonds,
and agrees if the purchase of any tendered Target Bonds is consummated, the
purchase of such Target Bonds shall be on the terms and conditions set forth
in this Invitation;
(b) the Bondholder has full power and authority to tender, sell, assign and
transfer the tendered Target Bonds; and on the Settlement Date, the Commission
will acquire good, marketable and unencumbered title thereto, free and clear
of all liens, charges, encumbrances, conditional sales agreements or other
obligations and not subject to any adverse claims, subject to payment to the
Bondholder of the Purchase Price for such Target Bonds plus, with respect to
the purchased Target Bonds, Accrued Interest;
(c) the Bondholder has made an independent decision to tender its Target
Bonds for purchase pursuant to this Invitation, and as to the terms thereof,
and such decision is based upon the Bondholder's judgment and upon advice from
such advisors with whom the Bondholder has determined to consult;
(d) the Bondholder is not relying on any communication from the Commission,
the Dealer Manager or the Information Agent and Tender Agent as investment
advice or as a recommendation to tender the Bondholder's Target Bonds, it
being understood that the information from the Commission, the Dealer Manager
and the Information Agent and Tender Agent related to the terms and conditions
of this Invitation made pursuant to this Invitation shall not be considered
investment advice or a recommendation to tender Target Bonds; and
(e) the Bondholder is capable of assessing the merits of and understanding
(on its own and/or through independent professional advice), and does
understand, agree and accept, the terms and conditions of this Invitation.
g. Tender of Target Bonds by Financial Institutions; DTC ATOP Account
The Commission, through the Information Agent and Tender Agent, will establish
the DTC ATOP account for purposes of this Invitation within three Business
Days (as defined below) after the date of this Invitation. Tender of Target
Bonds in accordance with this Invitation may be made to the Commission through
the DTC ATOP account. Any financial institution that is a participant in DTC
may make a book-entry tender of the Target Bonds by causing DTC to transfer
the applicable Target Bonds into the DTC ATOP account in accordance with DTC's
procedures.
Concurrently with the delivery of Target Bonds through book-entry transfer
into the DTC ATOP account, an Agent's Message (defined below) in connection
with such book-entry transfer must be transmitted to and received at the DTC
ATOP account by not later than 5:00 p.m., New York City time, on the
Expiration Date (as this date may have been changed pursuant to this
Invitation).
The confirmation of a book-entry transfer into the DTC ATOP account as
described above is referred to herein as a "Book-Entry Confirmation." The term
"Agent's Message" means a message transmitted by DTC to, and received by, the
DTC participant and forming a part of the Book-Entry Confirmation which states
that DTC has received an express acknowledgment from the DTC participant
tendering the Target Bonds that are the subject of such Book-Entry
Confirmation, stating (1) the CUSIP number, series, and principal amount of
the Target Bonds that have been tendered by such participant pursuant to this
Invitation, and (2) that such participant on behalf of the related Bondholder
agrees to be bound by the terms of this Invitation. By causing DTC to
transfer Target Bonds into the applicable Commission ATOP account, a financial
institution warrants to the Commission that it has full authority, and has
received from the Bondholder(s) of such Target Bonds all direction necessary,
to tender and sell such Target Bonds as set forth in this Invitation.
Bondholders who are not DTC participants can only tender Bonds pursuant to
this Invitation by making arrangements with and instructing their Financial
Representative to tender the Bondholder's Target Bonds through the applicable
Commission ATOP account. To ensure a Bondholder's Target Bonds are tendered
to the applicable Commission ATOP account by 5:00 p.m., New York City time, on
the Expiration Date, a Bondholder must provide instructions to its Financial
Representative in sufficient time for the Financial Representative to tender
the Bondholder's Target Bonds to the applicable Commission ATOP account by
this deadline. A Bondholder should contact its Financial Representative for
information as to when the Financial Representative needs the Bondholder's
instructions in order to tender the Bondholder's Target Bonds to the
applicable Commission ATOP account by 5:00 p.m., New York City time, on the
Expiration Date.
THE COMMISSION, THE DEALER MANAGER, AND THE INFORMATION AGENT AND TENDER AGENT
ARE NOT RESPONSIBLE FOR THE TRANSFER OF ANY TENDERED BONDS TO THE APPLICABLE
COMMISSION ATOP ACCOUNT OR FOR ANY MISTAKES, ERRORS OR OMISSIONS IN THE
TRANSFER OF ANY TENDERED TARGET BONDS.
"Business Day" means any day other than (i) a Saturday or a Sunday, or (ii) a
day on which the offices of the Commission or banking institutions in
California or New York are required or authorized by law to be closed.
h. Determinations as to Form and Validity of Tender Offer; Right of Waiver
All questions as to the validity (including the time of receipt at the DTC
ATOP account), form, eligibility, and acceptance of any Target Bonds tendered
for purchase pursuant to this Invitation will be determined by the Commission
in its sole discretion and will be final, conclusive, and binding on the
Bondholders.
The Commission reserves the right to waive any irregularities or defects in
any tender in response to this Invitation. The Commission, the Dealer
Manager and the Information Agent and Tender Agent are not obligated to give
notice to the Bondholders of any defects or irregularities in tenders of
Target Bonds, and they will have no liability for failing to give such notice.
i. Amendments and Withdrawals of Tenders Prior to Expiration Date
A Bondholder may amend its offer to tender for purchase in respect of the
amount being tendered by causing an amended offer to be received at the DTC
ATOP account by not later than 5:00 p.m., New York City time, on the
Expiration Date.
An offer to tender for purchase may be withdrawn by a Bondholder in response
to this Invitation by causing a withdrawal notice to be received at the DTC
ATOP account by not later than 5:00 p.m., New York City time, on the
Expiration Date.
Any amendment or withdrawal must be submitted in substantially the same manner
as an offer in response to this Invitation. All amendments or withdrawal
notices must be made through the DTC ATOP account. The Commission will not
accept any amendments or withdrawals that are not made through the DTC ATOP
account. Bondholders who are not DTC participants can only amend or withdraw
their offer to tender in response to this Invitation by making arrangements
with and instructing their Financial Representative to submit the Bondholder's
amended offer or the Bondholder's notice of withdrawal through the DTC ATOP
account.
Bondholders who have tendered for purchase their Target Bonds will not receive
any information from the Commission, the Dealer Managers or the Information
Agent and Tender Agent concerning offers by other Bondholders. Offering
Bondholders will not be afforded an opportunity to amend their offers after
5:00 p.m. on the Expiration Date. An amended or withdrawn offer must specify
the applicable CUSIP number, and with respect to amended offers, the principal
amount previously offered and the new amount being offered. All questions as
to the validity (including the time of receipt) of an amendment or withdrawal
will be determined by the Commission in its sole discretion and will be final,
conclusive and binding.
ALL TENDERS OF TARGET BONDS SHALL BE IRREVOCABLE AT 5:00 P.M. ON THE
EXPIRATION DATE.
j. Determination of Offer Purchase Prices
On or about March 24, 2025, the Commission will publish the Pricing Notice in
the form attached hereto as Appendix B, which will set forth (a) the Offer
Purchase Price for each respective CUSIP of the Tax-Exempt Target Bonds (which
may differ from the "Indicative Offer Purchase Prices" listed on page (iii)
herein) and (b) the Fixed Spread for each respective CUSIP of the Taxable
Target Bonds (which may differ from the "Indicative Fixed Spreads" listed on
pages (i) and (ii) herein) as well as an illustration of the resulting Offer
Purchase Prices for the Taxable Target Bonds based on market conditions as
described therein. The illustrative Offer Purchase Prices shown in the
Pricing Notice with respect to the Taxable Target Bonds will be subject to
change and the actual Offer Purchase Prices for the Taxable Target Bonds will
be determined on or about 10:00 AM New York City time on April 2, 2025.
The Pricing Notice will be made available through the Information Services.
Tax-Exempt Target Bonds. The Offer Purchase Prices will be set forth in the
Pricing Notice for each respective maturity and corresponding CUSIP of
Tax-Exempt Target Bonds tendered pursuant to this Invitation.
The Purchase Price to be received on the Settlement Date by a Bondholder whose
Tax-Exempt Target Bonds were validly tendered and accepted for purchase, in
whole or in part, by the Commission will equal the par amount of such
Bondholders' purchased Tax-Exempt Target Bonds multiplied by the Offer
Purchase Price of such Tax-Exempt Target Bonds divided by 100. In addition
to the Purchase Price of the Tax-Exempt Target Bonds accepted for purchase by
the Commission, Accrued Interest on such Tax-Exempt Target Bonds will be paid
by the Commission on the Settlement Date.
Taxable Target Bonds. The applicable Fixed Spread, expressed as an interest
rate percentage, will be added to the yield on the relevant Benchmark U.S.
Treasury Security (the "Treasury Security Yield") corresponding thereto to
arrive at the Purchase Yield used to calculate the Offer Purchase Price for
each maturity and corresponding CUSIP of the Taxable Target Bonds. The
Treasury Security Yield will be based the bid-side yield of such Benchmark
U.S. Treasury Security, as quoted on the Bloomberg Bond Trader FIT1 series of
pages at approximately 10:00 a.m., New York City time, on April 2, 2025.
On April 2, 2025, the Notice of Taxable Target Bonds Offer Purchase Prices
will be made available through the Information Services. See "PROVISIONS
APPLICABLE TO THE INVITATION" above.
The Purchase Yields will be used to calculate the Offer Purchase Prices
expressed as a dollar amount per $100 principal amount of the Taxable Target
Bonds. The Offer Purchase Prices will be calculated using the market
standard bond pricing formula as of the Settlement Date using the relevant
Purchase Yield, the coupon of the relevant Taxable Target Bond and the
maturity date for each Taxable Target Bond, except for the Taxable Target
Bonds that are term bonds (the "Taxable Target Term Bonds"), which will be
priced to their respective average life date as described below.
Summary of the Taxable Target Term Bond
Series and Sub-Series CUSIP 12 (#_ftn12) Maturity Date (November 1) Average Life Date Outstanding Principal Amount
2019 Series ABC, 2019 Sub-Series A 79765R5A3 2039 7/16/2037 $153,555,000
2019 Series ABC, 2019 Sub-Series A 79765R5B1 2043 7/11/2042 183,475,000
2019 Series ABC, 2019 Sub-Series B 79765R5C9 2034 4/1/2033 4,735,000
2019 Series ABC, 2019 Sub-Series B 79765R5D7 2041 12/20/2038 11,435,000
2019 Series ABC, 2019 Sub-Series C 79765R5E5 2034 4/2/2033 5,160,000
2019 Series ABC, 2019 Sub-Series C 79765R5F2 2041 12/20/2038 12,455,000
2020 Series EFGH, 2020 Sub-Series E 79771FAA5 2041 5/18/2038 141,290,000
2020 Series EFGH, 2020 Sub-Series E 79771FAB3 2047 6/2/2045 41,430,000
2020 Series EFGH, 2020 Sub-Series F 79771FAS6 2041 10/25/2039 37,330,000
2020 Series EFGH, 2020 Sub-Series F 79771FAT4 2047 6/4/2045 51,605,000
2020 Series EFGH, 2020 Sub-Series G 79771FBK2 2043 6/29/2040 10,705,000
2020 Series EFGH, 2020 Sub-Series H 79771FCA3 2041 10/25/2039 17,860,000
2020 Series EFGH, 2020 Sub-Series H 79771FCB1 2047 6/4/2045 24,685,000
k. Adjustment of Sinking Fund Provisions
The Taxable Target Term Bonds and the Tax-Exempt Target Bonds that are term
bonds (collectively, the "Target Term Bonds") are subject to mandatory sinking
fund redemptions in specified principal amounts prior to their maturity
dates. If less than all of any Target Term Bond is purchased by the
Commission pursuant to the Invitation, under the Indenture, the specified
principal amounts of the Target Term Bonds of such CUSIP that remain
outstanding to be redeemed on each mandatory sinking fund redemption date and
paid upon their maturity date will be adjusted, with the remaining mandatory
sinking fund redemption payment amounts to be reduced proportionally by the
highest possible integral multiple (if any) of $5,000 principal amount, as
adjusted if deemed necessary by the Commission to comply with applicable tax
law. Such adjustment will be made in the sole determination of the
Commission.
l. Determination of Amounts to be Purchased
The Commission is not required to accept for purchase any Target Bond tendered
for purchase. Depending on the results of this Invitation and the
satisfaction or waiver by the Commission of the Financing Conditions and other
conditions described in this Invitation, the Commission, in its sole
discretion, will determine which Target Bonds of a CUSIP, if any, it will
purchase. The Commission therefore has the right, but is not obligated, to
accept for purchase none, some, or all of the tendered Target Bonds.
On April 1, 2025, unless such time or date is extended by the Commission (the
"Preliminary Acceptance Date"), the Commission will determine the preliminary
principal amount (if any) of the Target Bonds of a CUSIP that it intends to
purchase pursuant to this Invitation, which may be zero. Notice of the
preliminary principal amount of the Target Bonds (if any) for each CUSIP that
the Commission initially intends to purchase (the "Preliminary Acceptance
Notice") will be provided through the Information Services on the Preliminary
Acceptance Date.
On April 2, 2025, unless such date is extended by the Commission (the "Final
Acceptance Date"), the Commission will make a final determination of the
principal amount (if any) of Target Bonds of each CUSIP that it intends to
purchase pursuant to this Invitation, which may be zero, from among those
Target Bonds of such CUSIP that were initially accepted for purchase pursuant
to the Preliminary Acceptance Notice. The Commission shall be under no
obligation to accept for purchase all or any portion of any Target Bond
initially accepted. Notice of the principal amount of the Target Bonds (if
any) for each CUSIP that the Commission intends to purchase (the "Final
Acceptance Notice") will be provided through the Information Services on the
Final Acceptance Date.
If the Commission accepts for purchase less than all of the tendered Target
Bonds for a CUSIP, the Commission will accept those tendered Target Bonds on a
pro rata basis. The principal amount of each individual offer will be
adjusted, pro rata, based upon a proration factor for each such CUSIP (each a
"Proration Factor"). In such event, should the principal amount of any
individual offer, when adjusted by the Proration Factor, result in an amount
that is not a multiple of $5,000, the principal amount of such offer will be
rounded down to the nearest multiple of $5,000. If as a result of such
adjustment, the principal amount of a Bondholder's unaccepted Target Bonds is
less than the Minimum Authorized Denomination of $5,000, the Commission will
reject such Bondholder's offer in whole. The Commission will determine the
Proration Factor that permits it to accept the amount of Target Bonds it has
determined to purchase.
The purchase by the Commission of any Target Bonds is contingent, among other
conditions set forth hereunder, upon the issuance and sale of the 2025
Refunding Bonds. The issuance of the 2025 Refunding Bonds is subject to
market conditions and conditions to be satisfied on or prior to the Settlement
Date.
Notwithstanding any other provision of this Invitation, the obligation of the
Commission to accept for purchase and to pay for Target Bonds validly tendered
(and not validly withdrawn) by Bondholders pursuant to this Invitation is
subject to the satisfaction or waiver of the conditions set forth under
Section 2(o), "Conditions to Purchase" below. The Commission reserves the
right, subject to applicable law, to amend or waive any of the conditions to
this Invitation, in whole or in part, any time prior to the Expiration Date or
from time to time subject to the Financing Conditions and other conditions
described in this Invitation. This Invitation may be withdrawn by the
Commission at any time prior to the Expiration Date. See "- Extension,
Cancellation and Amendment; Changes to Terms" and "- Conditions to Purchase"
herein.
m. Settlement Date; Purchase of Target Bonds
On the Settlement Date, the Commission will purchase and pay for all Target
Bonds tendered and accepted for purchase, at the applicable Offer Purchase
Prices, and will pay Accrued Interest, subject to satisfaction or waiver by
the Commission of all conditions to the Commission's obligation to purchase,
and the tendering Bondholders will sell such Target Bonds to the Commission
for such consideration.
The Commission may, in its sole discretion, change the Settlement Date by
giving notice through the Information Services prior to the change.
If the conditions to the Commission's obligation to purchase the Target Bonds
tendered and accepted for purchase pursuant to this Invitation, as described
herein, are satisfied the Commission will pay the Aggregate Purchase Price and
Accrued Interest in immediately available funds on the Settlement Date by
deposit of such amount with DTC. The Commission expects that, in accordance
with DTC's standard procedures, DTC will transmit amounts sufficient to
purchase the tendered and accepted Target Bonds at their Offer Purchase Prices
and pay Accrued Interest in immediately available funds to its participant
financial institutions that hold such tendered Target Bonds for delivery to
the Bondholders. None of the Commission, the Dealer Manager or the
Information Agent and Tender Agent has any responsibility or liability for the
distribution of such amounts by DTC or its participant financial institutions
to Bondholders.
n. Extension, Cancellation and Amendment; Changes to Terms
The Commission has the right to extend this Invitation by notice given through
the Information Services at any time but no later than the first Business Day
following the previously scheduled Expiration Date, or any prior extension
thereof. Notice of an extension of the Expiration Date will be effective
when such notice is given.
The Commission also has the right to extend the Preliminary Acceptance Date,
the Final Acceptance Date or Settlement Date by notice given through the
Information Services at any time but no later than the first Business Day
following the previously scheduled Preliminary Acceptance Date, Final
Acceptance Date or Settlement Date, as applicable, or any prior extension
thereof. Notice of an extension of the Preliminary Acceptance Date, Final
Acceptance Date or Settlement Date will be effective when such notice is
given.
The Commission also reserves the right to amend, waive the terms of or
otherwise modify this Invitation at any time on or prior to the Expiration
Date, by giving notice through the Information Services of such amendment,
waiver or other modification. The amendment, waiver or modification will be
effective at the time specified in such notice.
The Commission also has the right, at any time prior to the Final Acceptance
Date, to cancel this Invitation by giving notice through the Information
Services of such cancellation. The Commission also has the right, prior to
the Settlement Date, to cancel this Invitation pursuant to the conditions set
forth in Section 2(o), "Conditions to Purchase," below by giving notice
through the Information Services of such cancellation. The cancellation will
be effective at the time specified in such notice. The Commission will have
no obligation to purchase Target Bonds if cancellation of this Invitation
occurs.
Notwithstanding any other provision of this Invitation, the Commission will
also have no obligation to accept for purchase Target Bonds offered for
tender.
If the Commission extends the Expiration Date, or amends, otherwise modifies
or waives any of the terms or conditions of this Invitation in any respect,
the Commission may (but is not required to) disseminate additional Invitation
materials and extend this Invitation to the extent required to allow, in the
Commission's judgment, reasonable time for dissemination to Bondholders and
for Bondholders to respond.
No extension or amendment or other modification or waiver of the terms or
conditions of this Invitation will change the Commission's right to decline to
purchase Target Bonds without liability on the conditions stated herein or
give rise to any liability of the Commission or the Information Agent and
Tender Agent to any Bondholder or nominee.
o. Conditions to Purchase
The consummation of the purchase of the Target Bonds pursuant to this
Invitation is conditioned upon the satisfaction of the Financing Conditions
and other conditions described in this Invitation. Furthermore, the
Commission will not be required to purchase any Target Bonds, and will incur
no liability as a result, if, before payment for Target Bonds on the
Settlement Date:
a. The Commission does not, for any reason, have sufficient funds on the
Settlement Date from the proceeds of the 2025 Refunding Bonds to pay the
Aggregate Purchase Price plus Accrued Interest of tendered Target Bonds
accepted for purchase pursuant to this Invitation and pay all fees and
expenses associated with the 2025 Refunding Bonds and this Invitation;
b. Litigation or another proceeding is pending or threatened which the
Commission believes may, directly or indirectly, have an adverse impact on
this Invitation or the expected benefits of this Invitation to the Commission
or the Bondholders;
c. A war, other hostilities, or the escalation thereof, public health or
other national emergency, banking moratorium, suspension of payments by banks,
a general suspension of trading by the New York Stock Exchange or a limitation
of prices on the New York Stock Exchange exists and the Commission believes
this fact makes it inadvisable to proceed with the purchase of Target Bonds;
d. A material change in the business or affairs of the Commission has
occurred which the Commission believes makes it inadvisable to proceed with
the purchase of Target Bonds;
e. A material change in the net benefits of the transaction contemplated
by this Invitation and the Refunding Bond POS has occurred due to a material
change in market conditions that the Commission reasonably believes makes it
inadvisable to proceed with the purchase of Target Bonds;
f. There shall have occurred a material disruption in securities
settlement, payment or clearance services.
These conditions are for the sole benefit of the Commission. They may be
asserted by the Commission prior to the time of payment for the Target Bonds
on the Settlement Date. The conditions may be waived by the Commission in
whole or in part at any time and from time to time in its sole discretion and
may be exercised independently for each maturity date and CUSIP number of the
Target Bonds. The failure by the Commission at any time to exercise any of
these rights will not be deemed a waiver of any of these rights, and the
waiver of these rights with respect to particular facts and other
circumstances will not be deemed a waiver of these rights with respect to any
other facts and circumstances. Each of these rights will be deemed an
ongoing right of the Commission that may be asserted at any time and from time
to time. Any determination by the Commission concerning the events described
in this Section 2(q) will be final and binding upon all parties. If, prior
to the time of payment of any Target Bonds any of the events described
happens, the Commission will have the absolute right to cancel its obligations
to purchase Target Bonds without any liability to any Bondholders or any other
person.
3. ADDITIONAL CONSIDERATIONS
None of the Commission, the Dealer Manager or the Information Agent and Tender
Agent makes any recommendation that any Bondholder tender or refrain from
tendering for purchase all or any portion of the Target Bonds. Each
Bondholder must make its decision and should read this Invitation and consult
with its financial advisor, accounting professional, tax professional,
attorney, Financial Representative or other appropriate professional in making
such decision.
In deciding whether to participate in this Invitation, each Bondholder should
consider carefully, in addition to the other information contained in this
Invitation, the following:
· Bondholders of Unpurchased Bonds will continue to hold such
Unpurchased Bonds and such Unpurchased Bonds will remain outstanding. See
"INTRODUCTION - Unpurchased Bonds" herein.
· The Commission intends, but is not obligated, to defease certain
of the Unpurchased Bonds or portions thereof, which are identified in the
tables on the inside cover pages, to their maturity dates or call dates (where
applicable), that it does not purchase pursuant to this Invitation. There
can be no assurance as to whether a particular Bondholder's Target Bonds will
be among the Unpurchased Bonds defeased.
· Even if the Commission does not purchase any Target Bonds, the
Commission shall have the right to defease or refund now or in the future (on
an advance or current basis) some or all of the Target Bonds through the
issuance of other taxable or tax-exempt obligations of the Commission or
otherwise, or, in the future, to offer to purchase or exchange, some or all of
the Target Bonds, upon such terms and at such prices as it may determine.
Any future acquisition of Target Bonds may be on the same terms or on terms
that are more or less favorable to Bondholders than the terms described in
this Invitation and the Pricing Notice. The decision to make future
purchases or exchanges by the Commission and the terms of such future
transactions will depend on various factors existing at that time. There can
be no assurance as to which of these alternatives, if any, the Commission will
ultimately choose to pursue in the future.
· The purchase or redemption by the Commission of Target Bonds of
any CUSIP number may have certain potential adverse effects on Bondholders of
Target Bonds with such CUSIP not purchased pursuant to this Invitation,
including, but not limited to, the principal amount of the Target Bonds of
such CUSIP number available to trade publicly may be reduced, which could
adversely affect the liquidity and market value of any Unpurchased Bonds of
that CUSIP number that remain outstanding.
4. SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a general summary of the U.S. federal income tax consequences
for Bondholders that respond to this Invitation and have their tender(s)
accepted by the Commission. The discussion is based on the Internal Revenue
Code of 1986, as amended (the "Code"), the Treasury Regulations promulgated
thereunder, and relevant rulings and decisions now in effect, all of which are
subject to change or differing interpretations. No assurances can be given
that future changes in U.S. federal income tax laws will not alter the
conclusions reached herein. The discussion below does not purport to deal
with U.S. federal income tax consequences applicable to all categories of
investors. Further, this summary does not discuss all aspects of U.S.
federal income taxation that may be relevant to a particular investor in the
Target Bonds in light of the investor's particular circumstances or to certain
types of investors subject to special treatment under U.S. federal income tax
laws (including individuals who are neither citizens nor residents of the
United States; foreign corporations, trusts and estates, in each case, as
defined for U.S. federal income tax purposes; insurance companies; tax-exempt
organizations; financial institutions; brokers-dealers; partnerships and other
entities classified as partnerships for U.S. federal income tax purposes; and
persons who have hedged the risk of owning the Target Bonds). Bondholders
should note that no rulings have been or will be sought from the Internal
Revenue Service (the "IRS"), and no assurance can be given that the IRS will
not take contrary positions with respect to any of the U.S. federal income tax
consequences discussed below. This U.S. federal income tax discussion is
included for general information only and should not be construed as a tax
opinion nor tax advice by the Commission or any of its advisors or agents to
the Bondholders, and Bondholders, therefore, should not rely upon such
discussion.
The discussion does not deal with special classes of beneficial owners of the
Target Bonds, including but not limited to dealers or traders in securities,
investors that elect mark-to-market accounting, banks, financial institutions,
insurance companies, retirement plans or other tax-deferred or tax-advantaged
accounts, tax-exempt organizations, partnerships or other pass-through
entities (or entities treated as such for U.S. federal income tax purposes),
U.S. expatriates, persons holding their Target Bonds as a part of a hedging,
integration, conversion or constructive sale transaction or a straddle,
Bondholders that are "United States persons," as defined in section
7701(a)(30) of the Code ("U.S. Holders") and are subject to the alternative
minimum tax, U.S. Holders that have a functional currency other than the U.S.
Dollar, and persons who are not U.S. Holders (all of such Holders should
consult their tax advisors).
If a partnership or other flow-through entity holds the Target Bonds, the tax
treatment of a partner in the partnership or beneficial owner of the
flow-through entity generally will depend upon the status of the partner or
beneficial owner and the activities of the partnership or flow-through
entity. A partner of a partnership or a beneficial owner of a flow-through
entity holding Target Bonds should consult its tax advisor regarding the U.S.
federal income tax consequences of this Invitation.
Non-tendering Bondholders will not be subject to any U.S. federal income tax
consequences in connection with this Invitation.
BONDHOLDERS SHOULD CONSULT THEIR TAX ADVISORS IN DETERMINING THE U.S. FEDERAL,
STATE, LOCAL, FOREIGN AND ANY OTHER TAX CONSEQUENCES TO THEM FROM THE
DISPOSITION OF THEIR TARGET BONDS PURSUANT TO THIS INVITATION.
The Commission's purchase of a Target Bond for cash in accordance with this
Invitation will be a taxable event for U.S. federal income tax purposes. A
Bondholder who sells Target Bonds pursuant to this Invitation generally will
recognize gain or loss for U.S. federal income tax purposes in an amount equal
to the difference between the (i) the amount of money received by the
Bondholder, exclusive of any amount paid for accrued interest, and (ii) the
Bondholder's adjusted U.S. federal income tax basis in the Target Bonds.
Any gain or loss arising in connection with a taxable sale or exchange
pursuant to this Invitation may be capital gain or loss (either long-term or
short-term, depending on the Bondholder's holding period for the Target Bonds)
or may be ordinary income or loss, depending on the particular circumstances
of the Bondholder. Non-corporate holders may be eligible for reduced rates
of U.S. federal income tax on long-term capital gains. The deductibility of
capital losses is subject to various limitations.
Under section 3406 of the Code, a tendering Bondholder who is a "United States
person," as defined in section 7701(a)(30) of Code, may, under certain
circumstances, be subject to U.S. federal backup withholding. Backup
withholding applies if such tendering Bondholder: (i) fails to furnish such
Bondholder's Social Security number or other taxpayer identification number
("TIN"); (ii) furnishes an incorrect TIN; (iii) fails to report property
interest, dividends or other "reportable payments" as defined in the Code; or
(iv) under certain circumstances, fails to provide a certified statement,
signed under penalty of perjury, that the TIN provided is correct and that
such Bondholder is not subject to backup withholding. Bondholders should
consult their tax advisors regarding whether backup withholding applies to
them and, if backup withholding applies, regarding qualification for an
exemption from backup withholding and the procedures for obtaining such
exemption. Backup withholding is not an additional tax. Any amounts
deducted and withheld should generally be allowed as a credit against the
Bondholder's U.S. federal income tax liability.
5. DEALER MANAGER
The Commission has retained Jefferies LLC ("Jefferies LLC") to act on its
behalf as Dealer Manager for this Invitation. The Commission has agreed to
pay to the Dealer Manager a customary fee for its services and to reimburse
the Dealer Manager for its reasonable expenses relating to this Invitation.
References in this Invitation to the Dealer Manager are to Jefferies LLC only
in its capacity as the Dealer Manager. The compensation of the Dealer
Manager is based upon the amount of Target Bonds accepted for purchase by the
Commission.
The Dealer Manager may contact Bondholders regarding this Invitation and may
request brokers, dealers, custodian banks, depositories, trust companies and
other nominees to forward this Invitation to beneficial owners of the Target
Bonds.
The Dealer Manager and its affiliates together comprise a full-service
financial institution engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory,
investment management, principal investment, hedging, financing and brokerage
activities. The Dealer Manager and its affiliates may have, from time to
time, performed and may in the future perform, various investment banking
services for the Commission for which they received or will receive customary
fees and expenses. In the ordinary course of their various business
activities, the Dealer Manager and its affiliates may make or hold a broad
array of investments and actively trade debt and equity securities (or related
derivative securities and financial instruments which may include bank loans
and/or credit default swaps) for its own account and for the accounts of its
customers and may at any time hold long and short positions in such securities
and instruments. Such investment securities activities may involve
securities and instruments of the Commission, including the Target Bonds.
Affiliates of the Dealer Manager may have holdings of Target Bonds that they
are unable to disclose for legal or regulatory reasons.
In addition to its role as Dealer Manager for the Target Bonds, Jefferies LLC
is also serving as book-running lead Underwriter for the 2025 Refunding Bonds.
The Dealer Manager is not acting as a financial or municipal advisor to the
Commission in connection with this Invitation.
6. INFORMATION AGENT AND TENDER AGENT
The Commission has retained Globic Advisors to serve as Information Agent and
Tender Agent for this Invitation. The Commission has agreed to pay the
Information Agent and Tender Agent customary fees for its services and to
reimburse the Information Agent and Tender Agent for its reasonable expenses
relating to this Invitation.
7. MISCELLANEOUS
This Invitation is not being EXTENDED to, and Target BONDS TENDERED IN
RESPONSE TO THIS INVITATION will not be accepted from or on behalf of,
Bondholders in any jurisdiction in which this Invitation or SUCH OFFER OR
acceptance thereof would not be in compliance with the laws of such
jurisdiction.
No one has been authorized by the Commission, the Dealer Manager or the
Information Agent and Tender Agent to recommend to any Bondholders whether to
tender Target Bonds in response to this Invitation or the amount of Target
Bonds to tender, and none of the Commission, the Dealer Manager or the
Information Agent and Tender Agent makes any recommendation that any
Bondholder tender (or refrain from tendering) all or any portion of such
Holder's Target Bonds. No one has been authorized by the Commission, the
Dealer Manager or the Information Agent and Tender Agent to give any
information or to make any representation in connection with this Invitation
other than those contained in this Invitation. Any recommendation,
information, and representations given or made cannot be relied upon as having
been authorized by the Commission, the Dealer Manager or the Information Agent
and Tender Agent. Bondholders must make these decisions and should read this
Invitation and consult with their financial advisor, accounting professional,
tax professional, attorney, Financial Representative or other appropriate
professional in so doing.
The Information Agent and Tender Agent for this Invitation is:
Globic Advisors
Attn: Robert Stevens
485 Madison Ave, 7(th )Floor
New York, New York 10022
Phone: (212) 227-9622
Email: rstevens@globic.com (mailto:rstevens@globic.com)
The Dealer Manager for this Invitation is:
Jefferies LLC
Attn: Municipal Syndicate Desk
520 Madison Avenue
New York, New York 10022
Tel: (800) 567-8567
Email: muni_underwriting@jefferies.com
(mailto:muni_underwriting@jefferies.com)
Dated: March 17, 2025
APPENDIX A
2025 REFUNDING POS
Attached
APPENDIX B
FORM OF PRICING NOTICE
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 Pricing Notice, dated March 24, 2025 (the "Pricing
Notice") is to set forth the Offer Purchase Prices for the Tax-Exempt Target
Bonds and the Fixed Spreads for the Taxable Target Bonds subject to the
Invitation. All other terms relating to the Invitation (hereinafter defined)
remain unchanged.
Pursuant to the Invitation to Tender Bonds for Purchase dated March 17, 2025
(as it may be amended or supplemented, the "Invitation"), the Public Utilities
Commission of the City and County of San Francisco (the "Commission"), invited
offers to tender Target Bonds for cash at the applicable Offer Purchase Prices
(i) as set forth in this Pricing Notice for the Tax-Exempt Target Bonds and
(ii) based on a Fixed Spread to be added to the yield on the relevant
Benchmark U.S. Treasury Security for the Taxable Target Bonds set forth in
this Pricing Notice, plus, in each case, Accrued Interest on the Target Bonds
purchased to but not including the Settlement Date. All terms used herein
and not otherwise defined are used as defined in the Invitation.
As set forth in the Invitation, the Commission retains the right to extend the
Invitation, or amend the terms of the Invitation (including a waiver of any
term) in any material respect, provided, that the Commission shall provide
notice of any such extension or amendment no less than five (5) business days
prior to the Expiration Date, as it may be extended. In such event, any
offers submitted with respect to the affected Target Bonds prior to such
change will remain in full force and effect and any Bondholder of such
affected Target Bonds as applicable, wishing to revoke their offer to tender
such Target Bonds for purchase must affirmatively withdraw such offer prior to
the Expiration Date, as extended.
The Invitation, including the Preliminary Official Statement relating to the
Commission's San Francisco Water Revenue Bonds, 2025 Series ABC, 2025
Sub-Series A (Refunding) (WSIP) (Green Bonds), 2025 Sub-Series B (Refunding)
(Regional Water and Local Water) and 2025 Sub-Series C (Refunding) (Hetch
Hetchy Water) (collectively, the "2025 Refunding Bonds") 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.
TENDER OFFER - FIXED SPREADS (TAXABLE TARGET BONDS)
Pursuant to the Invitation, the Fixed Spreads for the Taxable Target Bonds are
listed below. The Offer Purchase Price excludes Accrued Interest on the
Taxable Target Bonds to be purchased, which interest will be paid to but not
including the Settlement Date in addition to the Offer Purchase Price.
[There has been no change in the Indicative Fixed Spreads listed in pages (i)
and (ii) of the Invitation / the Indicative Fixed Spreads listed on pages (i)
and (ii) of the Invitation have been revised.]
Series and Subseries CUSIP No. 13 (#_ftn13) Maturity Date (November 1) Average Life Date 14 (#_ftn14) Outstanding Principal Amount Interest Rate Benchmark U.S. Treasury Security 15 (#_ftn15) Fixed Spread
The yields on the Benchmark U.S. Treasury Securities will be determined at
approximately 10:00 AM on Wednesday, April 2, 2025, and the Notice of Taxable
Target Bonds Offer Purchase Prices will be made available on that date in
accordance with the Invitation.
Illustrative Offer Purchase Price Calculations:
Treasury Security Yields as of _________ , 2025 (TAXABLE TARGET BONDS)
The tables below provide an example of the Offer Purchase Price for the
Taxable Target Bonds realized by a Bondholder that submits an offer based on
the following yields for the Benchmark U.S. Treasury Securities as of
_________ , 2025 and the Fixed Spreads. This example is being provided for
convenience only and is not to be relied upon by a Bondholder as an indication
of the Purchase Yield or Offer Purchase Price for any Taxable Target Bonds
that may be paid by the Commission. Based on these Treasury Security Yields,
the following Offer Purchase Prices for the Taxable Target Bonds would be
derived:
Series and Subseries CUSIP No. 16 (#_ftn16) Maturity Date (November 1) Average Life Date 17 (#_ftn17) Original Principal Amount Interest Rate Benchmark U.S. Treasury Security 18 (#_ftn18) Fixed Spread Illustrative Treasury Security Yield Illustrative Purchase Illustrative Purchase
Yield*
Price*
Illustrative Offer Purchase Price Calculations: Interest Rate Sensitivity
(TAXABLE TARGET BONDS)
As a measure of the sensitivity of the Offer Purchase Price for the Taxable
Target Bonds to changes in the yield on the Benchmark U.S. Treasury Security,
the following table shows the impact on the Offer Purchase Price of a 0.10%
(10 basis point) movement in the yield on the Benchmark U.S. Treasury
Security.
Illustrative Purchase Yield Based on Treasury Security Yields as of [ ], Illustrative Offer Purchase Prices*
2025*
Series and Subseries CUSIP No. (( 19 (#_ftn19) )) Maturity Assuming a 0.10% Increase in Treasury Current Assuming a 0.10% Decrease in Treasury
Date Security Yields Treasury Security Yields
Security Yield
TENDER OFFER - OFFER PURCHASE PRICES (TAX-EXEMPT TARGET BONDS)
Pursuant to the Invitation, the Offer Purchase Prices for the Tax-Exempt
Target Bonds are listed in the table below. [There has been no change in the
Indicative Offer Purchase Prices listed on pages (i) and (ii) of the
Invitation / the Indicative Offer Purchase Prices listed on page (i) and (ii)
of the Invitation have been revised].
[INSERT TABLES]
(#_ftnref1) (*) The Commission may, but is not obligated to, defease certain
of the Taxable Target Bonds or portions thereof to their maturity dates or
call dates (where applicable), that it does not purchase pursuant to this
Invitation, if deemed necessary by the Commission to comply with applicable
tax law. See "ADDITIONAL CONSIDERATIONS" herein.
1 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 Average life date is shown for the Taxable Target Term Bonds only. The
Taxable Target Term Bonds will be priced to their respective average life
date.
3 Except for the 30-Year Benchmark U.S. Treasury Security which will be the
"old long bond" (maturity date November 15, 2054, 4.500% CUSIP 912810UE6) each
Benchmark U.S. Treasury Security will be the most recently auctioned
"on-the-run" United States Treasury Security for the maturity indicated as of
the date that the Offer Purchase Prices for the Taxable Target Bonds is set.
The yield on each Benchmark U.S. Treasury Security to be used in establishing
the Offer Purchase Prices for the Taxable Target Bonds will be the bid-side
yield of the applicable Benchmark U.S. Treasury Security as quoted on the
Bloomberg Bond Trader FIT1 series of pages at approximately 10:00 a.m., New
York City time, on April 2, 2025. See "TERMS OF THIS
INVITATION - Determination of Bonds Purchase Spread and Offer Purchase
Price" herein.
4 Indicative Fixed Spreads are preliminary and subject to change. Actual
Fixed Spreads will appear in the Pricing Notice. The Purchase Price to be
paid on the Settlement Date excludes Accrued Interest on the Taxable Target
Bonds purchased, which interest will be paid up to but not including the
Settlement Date in addition to the Purchase Price.
(#_ftnref5) (*) The Commission may, but is not obligated to, defease certain
of the Taxable Target Bonds or portions thereof to their maturity dates or
call dates (where applicable), that it does not purchase pursuant to this
Invitation, if deemed necessary by the Commission to comply with applicable
tax law. See "ADDITIONAL CONSIDERATIONS" herein.
5 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.
6 Average life date is shown for the Taxable Target Term Bonds only. The
Taxable Target Term Bonds will be priced to their respective average life
date.
7 Except for the 30-Year Benchmark U.S. Treasury Security which will be the
"old long bond" (maturity date November 15, 2054, 4.500% CUSIP 912810UE6) each
Benchmark U.S. Treasury Security will be the most recently auctioned
"on-the-run" United States Treasury Security for the maturity indicated as of
the date that the Offer Purchase Prices for the Taxable Target Bonds is set.
The yield on each Benchmark U.S. Treasury Security to be used in establishing
the Offer Purchase Prices for the Taxable Target Bonds will be the bid-side
yield of the applicable Benchmark U.S. Treasury Security as quoted on the
Bloomberg Bond Trader FIT1 series of pages at approximately 10:00 a.m., New
York City time, on April 2, 2025. See "TERMS OF THIS
INVITATION - Determination of Bonds Purchase Spread and Offer Purchase
Price" herein.
8 Indicative Fixed Spreads are preliminary and subject to change. Actual
Fixed Spreads will appear in the Pricing Notice. The Purchase Price to be
paid on the Settlement Date excludes Accrued Interest on the Taxable Target
Bonds purchased, which interest will be paid up to but not including the
Settlement Date in addition to the Purchase Price.
9 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.
10 Indicative Offer Purchase Prices are expressed as a dollar amount per
$100 principal amount of the Tax-Exempt Target Bonds, exclude Accrued
Interest, and are preliminary and subject to change. Actual Offer Purchase
Prices for each maturity and corresponding CUSIP will appear in the Pricing
Notice. Accrued Interest on the Tax-Exempt Target Bonds purchased will be
paid by the Commission to but not including the Settlement Date in addition to
the applicable Purchase Price. All capitalized terms used as defined herein.
(( 11 )) Term Bond.
12 CUSIP is a registered trademark of American Bankers Association. CUSIP
data herein is provided by CUSIP Global Services, managed on behalf of the
American Bankers Association by FactSet Research Systems Inc. The CUSIP number
are being provided solely for the convenience of the owners of the Target
Bonds and the Commission is not responsible for the selection or correctness
of the CUSIP numbers printed herein and does not make any representation with
respect to such numbers or undertake any responsibility for their accuracy.
13 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.
14 Average life date is shown for the Taxable Target Term Bonds only. The
Taxable Target Term Bonds will be priced to their respective average life
date.
15 Except for the 30-Year Benchmark U.S. Treasury Security which will be the
"old long bond" (maturity date November 15, 2054, 4.500% CUSIP 912810UE6) each
Benchmark U.S. Treasury Security will be the most recently auctioned
"on-the-run" United States Treasury Security for the maturity indicated as of
the date that the Offer Purchase Prices for the Taxable Target Bonds is set,
expected to be April 2, 2025.
16 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.
17 Average life date is shown for the Taxable Target Term Bonds only. The
Taxable Target Term Bonds will be priced to their respective average life
date.
18 Except for the 30-Year Benchmark U.S. Treasury Security which will be the
"old long bond" (CUSIP _________) each Benchmark U.S. Treasury Security will
be the most recently auctioned "on-the-run" United States Treasury Security
for the maturity indicated as of the date that the Offer Purchase Prices for
the Taxable Target Bonds is set, expected to be April 2, 2025.
* Preliminary, subject to change.
19 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.
*Preliminary, subject to change.
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