REG - San Francisco Public - Notice of Potential Bond Issuances

Wells Fargo & CoAnnouncement

24/02/2025 15:00

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RNS Number : 2278Y  San Francisco Public Utilities Comm  24 February 2025

 

 

 

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

_________________

NOTICE OF POTENTIAL ISSUANCES OF

WATER REVENUE REFUNDING BONDS AND WATER REVENUE BONDS

NOTICE IS HEREBY GIVEN that the governing body ("Commission") of the San
Francisco Public Utilities Commission of the City and County of San Francisco
("SFPUC") is expected to consider at its Commission meeting scheduled for
March 11, 2025(*) the issuance of tax-exempt water enterprise revenue bonds to
refund by means of tender, purchase and cancellation or by means of defeasance
all or a portion of certain of the SFPUC's outstanding San Francisco Water
Revenue Bonds, including but not limited to those series and subseries listed
below. The SFPUC anticipates designating a portion of this proposed
transaction as "Green Bonds." This proposed transaction is expected to be sold
in more than one series through an underwriting syndicate led by Jefferies LLC
and Wells Fargo Bank, National Association. The size of this proposed
transaction will be dependent on market conditions and bondholder
participation. This proposed transaction may price as early as the week of
March 31, 2025(*).

Potential San Francisco Water Revenue Bonds to be refunded by means of tender,
purchase and cancellation or by means of defeasance (collectively, "Refunding
Candidates")(*) are as follows:

•     2015 Series A (Refunding)

•     2016 Sub-Series A (Refunding)

•     2017 Sub-Series A (WSIP) (Green Bonds)

•     2017 Sub-Series B (Non-WSIP)

•     2017 Sub-Series C (Hetch Hetchy)

•     2017 Sub-Series D (Refunding) (Green Bonds)

•     2019 Sub-Series A (Refunding - Federally Taxable) (WSIP) (Green
Bonds)

•     2019 Sub-Series B (Refunding - Federally Taxable) (Hetch Hetchy)

•     2019 Sub-Series C (Refunding - Federally Taxable) (Local Water
Main)

•     2020 Sub-Series B (Regional Water)

•     2020 Sub-Series E (Refunding - Federally Taxable) (WSIP) (Green
Bonds)

•     2020 Sub-Series F (Refunding - Federally Taxable) (Non-WSIP)

•     2020 Sub-Series G (Refunding - Federally Taxable) (Local Water)

•     2020 Sub-Series H (Refunding - Federally Taxable) (Hetch Hetchy
Water)

NOTICE IS ALSO HEREBY GIVEN that the Commission is expected to consider at its
Commission meeting scheduled for April 8, 2025(*) (i) the issuance of
tax-exempt water enterprise revenue bonds to finance and refinance (through
the repayment of certain of the SFPUC's outstanding commercial paper notes)
various capital projects of benefit to the SFPUC's Water Enterprise, and (ii)
the issuance of tax-exempt water enterprise revenue bonds to refund all or a
portion of certain of the SFPUC's outstanding San Francisco Water Revenue
Bonds issued as taxable Build America Bonds, including but not limited to
those subseries listed below. This proposed transaction is expected to be sold
in more than one series through an underwriting syndicate led by J.P. Morgan
Securities LLC and Goldman Sachs & Co. LLC. This proposed transaction may
price as early as the week of April 28, 2025*.

 

Potential San Francisco Water Revenue Bonds issued as taxable Build America
Bonds to be refunded (collectively, "BABs Candidates")(*) are as follows:

•     2010 Sub-Series B (Federally Taxable - Build America Bonds -
Direct Payment) ("2010B Bonds")† (#_ftn1)

•     2010 Sub-Series E (Federally Taxable - Build America Bonds -
Direct Payment) ("2010E Bonds")‡ (#_ftn2)

•     2010 Sub-Series G (Federally Taxable - Build America Bonds -
Direct Payment) ("2010G Bonds")§ (#_ftn3)

Any BABs Candidates that are redeemed are expected to be redeemed on the
closing date of this proposed transaction pursuant to the SFPUC exercising the
Extraordinary Optional Redemption provisions of each subseries, as described
in each respective Official Statement.

This notice is provided for informational purposes only. The SFPUC evaluates
opportunities to issue its new money revenue bonds and to refund its
outstanding bonds and other obligations as a function of capital needs,
financial management strategies and prudent debt management practices. The
proposed transactions are subject to approval by the Commission and no
assurance can be given that the proposed transactions will be approved by the
Commission. Furthermore, no assurance is or can be given by the SFPUC that the
proposed transactions will be completed or that the pricings will occur on the
anticipated dates. The SFPUC is under no obligation to pursue the proposed
transactions or to refund any of the Refunding Candidates or the BABs
Candidates. The SFPUC can give no assurance that it will not proceed with
another financing prior to the issuance of bonds for the proposed transactions
described herein. If the proposed transactions are approved by the Commission,
the size, timing and structure and other terms of each proposed transaction
remains subject to market conditions. The SFPUC reserves the right to change,
modify or cancel its plans as it deems appropriate.

This notice does not constitute an offer to sell or the solicitation of an
offer to buy any bonds, or an invitation to tender bonds for purchase, nor
will there be any sale of any bonds by any person in any jurisdiction in which
it is unlawful for such person to make an offer, solicitation, or sale. Any
offer or solicitation with respect to the issuance of any bonds may only be
made by means of the SFPUC's preliminary official statement to be prepared for
such purpose. Any invitation to tender bonds for purchase may only be made by
means of the SFPUC's invitation to be prepared for such purpose.

The filing of this notice does not constitute or imply any representation: (i)
that the foregoing is material to investors; (ii) regarding any other material
financial, operating or other information about the SFPUC or any of the
SFPUC's outstanding bonds; or (iii) that no other material circumstances or
material events have occurred or that no other material information exists
concerning the SFPUC, any of the SFPUC's outstanding bonds, or the proposed
transactions which may have a bearing on the SFPUC's financial condition, the
security for any of the SFPUC's outstanding bonds or an investor's decision to
buy, sell or hold any of the SFPUC's outstanding bonds. This notice is not a
recommendation to buy, sell or hold any bonds or obligations of the SFPUC.

Neither this notice nor any other documents or materials relating to any
potential tender has been approved by an authorized person for the purposes of
section 21 of the Financial Services and Markets Act 2000, as amended
("FSMA"). Accordingly, neither this notice nor any such documents and/or
materials are being distributed to, and must not be passed on to, the general
public in the United Kingdom. The communication of this notice and/or such
documents and/or materials is exempt from the restriction on financial
promotions under section 21(1) of the FSMA on the basis that they are only
directed at and may only be communicated to: (1) persons who are outside of
the United Kingdom; (2) investment professionals falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 ("Order"); (3) those persons who are within Article 43(2)(a) to (d) of
the Order; or (4) any other persons to whom they may lawfully be communicated
under the Order (all such persons together being referred to as "relevant
persons").

This notice and any other documents or materials relating to the tenders are
only available to relevant persons. Any person who is not a relevant person
should not act or rely on this document or any of its contents.

Dated: February 24, 2025

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN FRANCISCO

By: /s/ Nikolai J. Sklaroff, Capital Finance Director

(* (#_ftnref1) ) Preliminary, subject to change.

† Official Statement for 2010B Bonds:
https://emma.msrb.org/EP443662-EP347320-EP744130.pdf

‡ (#_ftnref2) Official Statement for 2010E Bonds
https://emma.msrb.org/EA400462-EA313482-EA709184.pdf

§ (#_ftnref3) Official Statement for 2010G Bonds
https://emma.msrb.org/ER431943-ER335698-ER731549.pdf

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