7. Invitation to Tender Bonds — Anaheim City Council, July 16, 2024

Norton Rose Fulbright US LLP draft 7/2/24
139259420.6

INVITATION TO TENDER BONDS

MADE BY THE

ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY
AND

THE CITY OF ANAHEIM
to the Bondowners described herein of all or any portion of the maturities listed on pages (i) through (v) herein of the
California Municipal Finance Authority
Revenue Refunding Bonds, Series 2015-B
(City of Anaheim Electric Utility Distribution System Refunding and Improvements) Anaheim Housing and Public Improvements Authority
Revenue Bonds, Series 2020-A
(Electric Utility Distribution System Improvements)
Anaheim Housing and Public Improvements Authority
Revenue Refunding Bonds, Series 2020-B
(Electric Utility Distribution System Refunding) (Taxable) Anaheim Housing and Public Improvements Authority
Revenue Refunding Bonds, Series 2020-C
(Electric Utility Distribution System Refunding)
Anaheim Housing and Public Improvements Authority
Revenue Refunding Bonds, Series 2022-D
(Electric Utility Distribution System Refunding) (Taxable) THIS INVITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON _________, 2024 UNLESS EARLIER TERMINATED OR EXTENDED The Anaheim Housing and Public Improvements Authority (the “Authority”) and the City of Anaheim (the “City”) invite the beneficial owners (the “Bondowners”) of the bonds listed and maturing on the dates set forth in the tables beginning on page (i) (the “Target Bonds”) to offer to sell their Target Bonds to the Authority for payment in cash at the applicable tender offer purchase prices to be designated in the Notice of Purchase Prices in the form attached hereto as Appendix A (as it may be amended or supplemented) (the “Notice of Purchase Prices”), plus accrued interest on the Target Bonds tendered for purchase to but not including the Settlement Date as described herein, all on the terms and conditions as set forth in more detail below (as supplemented and amended, the “Invitation”). The Notice of Purchase Prices is expected to be issued and dated __________, 2024.

If the Invitation is consummated, there will be a single purchase price (each an “Offer Purchase Price” and collectively, the “Offer Purchase Prices”) for the Target Bonds of each CUSIP at which all Target Bonds of such CUSIP that have been accepted for purchase will be purchased. The Offer Purchase Prices will be based on the following:
(a) With respect to the respect to the federally taxable bonds (the “Taxable Target Bonds”) listed on pages (i) and (ii) of this Invitation, the Offer Purchase Prices will be based on a fixed spread as determined in the Notice of Purchase Prices to be added to the yields on certain benchmark United States Treasury Securities (each a “Benchmark Treasury Security”); and 139259420.6
(b) With respect to each of the federally tax-exempt bonds (the “Tax-Exempt Target Bonds”) listed on pages (iii) through (v) of this Invitation, the Offer Purchase Prices will be set forth in the Notice of Purchase Prices.

The purchase of any Target Bonds pursuant to the Invitation is contingent on the issuance of the Authority’s Revenue Refunding Bonds, Series 2024-A (Electric Utility Distribution System Refunding) (the “2024-A Bonds”) and on the Authority determining in its reasonable discretion that it will receive sufficient economic benefit as a result of market conditions, expected or actual level of participation by holders of the Target Bonds, or any other factors not within the sole control of the Authority, all on terms and conditions that are in the Authority’s best interest, and is also subject to the terms of this Invitation and certain other conditions as described herein, including the rights of the Authority to terminate this Invitation pursuant to Section 13 (collectively, the “Financing Conditions”). In addition, the Authority may elect to purchase less than all of the Target Bonds in order to maximize the economic benefits of the transaction. The 2024-A Bonds will be issued in the manner, on the terms and with the security therefor to be described in the Preliminary Official Statement dated [_______], 2024, and attached hereto as Appendix B (as may be amended and supplemented) (the “2024-A Bonds POS”).

If the 2024-A Bonds are issued, the source of funds to purchase the Target Bonds validly tendered for purchase and accepted for purchase by the Authority pursuant to this Invitation, will be funded from net proceeds of the 2024-A Bonds to be issued on the Settlement Date. [The payment of accrued interest on Target Bonds validly tendered for purchase is expected to be made from funds held by the Authority for such purpose.]
Any purchase of the Target Bonds pursuant to this Invitation is part of a plan by the Authority to refund a portion of the Authority’s outstanding indebtedness, as described in the 2024-A Bonds POS.

Should the Authority accept a portion of tendered Target Bonds of a CUSIP, such tendered Target Bonds will be accepted on a pro rata basis as described under the caption “Acceptance of Offers for Purchase” of this Invitation. Bondowners of the Target Bonds who do not offer their Target Bonds for purchase pursuant to this Invitation and Bondowners of the Target Bonds whose tender offers are rejected by the Authority will continue to hold their interest in such Target Bonds. It is anticipated that all of the Target Bonds not purchased pursuant to this Invitation will remain outstanding, as described under the caption “PLAN OF REFUNDING” in the 2024-A Bonds POS. The Authority also reserves the right in the future to purchase and/or refund any remaining portion of outstanding Target Bonds.

To make an informed decision as to whether, and how, to offer Target Bonds for purchase pursuant to the Invitation, Bondowners must read this Invitation carefully, including the 2024-A Bonds POS, and the Notice of Purchase Prices and are advised to consult their broker, account executive, financial advisor, attorney or other professionals. This Invitation, the 2024-A Bonds POS and the Notice of Purchase Prices, collectively, shall constitute an invitation to Bondowners to offer to tender their Target Bonds for purchase.
139259420.6
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 and 2024-A Bonds POS Posting ........................... [_______], 2024 Notice of Purchase Prices .......................................................... _______, 2024 by [2:00] p.m.

Expiration Date (unless extended as described herein) .............. _________, 2024 at 5:00 p.m. [Taxable Preliminary Acceptance Date] _________, 2024
[Determination of Taxable Target Bonds Purchase Prices] _________, 2024 at [10:00 a.m.] [Notice of Taxable Target Bonds Purchase Prices] _________, 2024 Notice of Results/Acceptance Date ............................................ __________, 2024 by 5:00 p.m.

Settlement Date........................................................................... [_______], 2024 The Information Agent and Tender Agent for this Invitation is

GLOBIC ADVISORS
Attention: Robert Stevens
1-212-227-9699, [email protected]
Document Website: www.globic.com/ahpia
The Dealer Manager for this Invitation is
GOLDMAN SACHS & CO. LLC
Contact your Goldman Sachs & Co. LLC representative or
Joseph Natoli, (415) 393-7765, [email protected]
Galen Wilson, (415) 834-7958, [email protected]
Any Bondowner wishing to offer Target Bonds for purchase pursuant to this Invitation should follow the procedures more fully described herein. Bondowners and their brokers and account executives with questions about this Invitation should contact the Dealer Manager or the Information Agent.

The date of this Invitation to Tender is [_______], 2024. (i)

TAXABLE TARGET BONDS SUBJECT TO INVITATION TO TENDER FOR CASH Anaheim Housing and Public Improvements Authority
Revenue Refunding Bonds, Series 2020-B
(Electric Utility Distribution System Refunding) (Taxable)(1) (the “Series 2020-B Bonds”)
Maturity
Date
(October 1)
Interest
Rate
Par Amount
Outstanding
CUSIP
(Base No.
032556) (2)
ISIN
(Base No.

US032556) (2)
Common
Code (3)
[Benchmark
Treasury
Security (4)]
[Indicative
Fixed
Spread
(Basis
Points) (5)]
2024 1.791% $3,965,000 GQ9 GQ96 212241938
2025 1.861 5,485,000 GR7 GR79 212241946
2026 2.064 4,140,000 GS5 GS52 212241954
2027 2.214 7,545,000 GT3 GT36 212241962
2028 2.292 8,405,000 GU0 GU09 212241989
2029 2.392 10,780,000 GV8 GV81 212241997
2030 2.542 11,060,000 GW6 GW64 212242004
2031 2.642 11,365,000 GX4 GX48 212242012
2032 2.792 16,720,000 GY2 GY21 212242039
2033 2.892 17,205,000 GZ9 GZ95 212242047
2034 2.992 11,295,000 HA3 HA36 212242055
____________
(1) The Series 2020-B Bonds maturing on and after October 1, 2026 are subject to optional redemption on any date on or after October 1, 2025, at a price equal to the principal amount to be redeemed, plus accrued but unpaid interest to the redemption date, without premium. The Series 2020-B Bonds may be redeemed on any Business Day prior to October 1, 2025 at a Make-Whole Redemption Price (as set forth in the related indenture). (2) CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of the American Bankers Association. CUSIP and ISIN numbers have been assigned by an independent company and are included solely for the convenience of the holders of the Target Bonds.

None of the Authority, the City, the Dealer Manager, the Information Agent and Tender Agent or their agents or counsel assume responsibility for the accuracy of such numbers.
(3) The Common Codes are provided herein by Euroclear Bank S.A./N.V. Common Codes, and are provided for convenience of reference only. The Authority, the City, the Dealer Manager, the Information Agent and Tender Agent or their agents or counsel are not responsible for the selection or use of these of these Common Codes, and no representation is made as to their correctness on the Series 2020-B Bonds or as indicated above.
(4) Each Benchmark Treasury Security will be the most recently auctioned “on-the-run” United States Treasury Security for the maturity indicated as of date and time that the Offer Purchase Price for the Target Bonds is set, currently expected to be _____, 2024. The yield on each Benchmark Treasury Security to be used in establishing the Offer Purchase Price for the Taxable Target Bonds will equal the bid-side yield of the applicable Benchmark Treasury Security as quoted on the Bloomberg Bond Trader FIT1 series of pages at approximately 10:00 a.m., New York City time, on _________, 2024. (5) Indicative Fixed Spreads are preliminary and subject to change. Fixed Spreads will be provided in the Notice of Purchase Prices. The Offer Purchase Price to be paid on the Settlement Date excludes Accrued Interest on the Target Bonds tendered for purchase, which interest will be paid up to but not including the Settlement Date in addition to the Offer Purchase Price. (ii)
Anaheim Housing and Public Improvements Authority
Revenue Refunding Bonds, Series 2022-D
(Electric Utility Distribution System Refunding) (Taxable)(1) (the “Series 2022-D Bonds” and, together with the Series 2020-B Bonds, the “Taxable Target Bonds”) Maturity Date
(October 1)
Interest
Rate
Par Amount
Outstanding
CUSIP
(Base No.
032556)(2)
[Benchmark
Treasury
Security(3)]
[Indicative
Fixed
Spread
(Basis
Points) (4)]
2024 2.938% $11,160,000 LQ3
2025 3.092 12,580,000 LR1
2030 3.876 13,190,000 LS9
2031 3.926 13,730,000 LT7
2032 4.026 16,755,000 LU4
2033 4.126 4,335,000 LV2
____________
(1) The Series 2022-D Bonds maturing on and after October 1, 2033 are subject to optional redemption on any date on or after October 1, 2032, at a price equal to the principal amount to be redeemed, plus accrued but unpaid interest to the redemption date, without premium. The Series 2022-D Bonds may be redeemed on any Business Day prior to October 1, 2032 at a Make-Whole Redemption Price (as set forth in the related indenture). (2) CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of the American Bankers Association. CUSIP numbers have been assigned by an independent company and are included solely for the convenience of the holders of the Target Bonds. None of the Authority, the City, the Dealer Manager, the Information Agent and Tender Agent or their agents or counsel assume responsibility for the accuracy of such numbers.
(3) Each Benchmark Treasury Security will be the most recently auctioned “on-the-run” United States Treasury Security for the maturity indicated as of date and time that the Offer Purchase Price for the Target Bonds is set, currently expected to be _____, 2024. The yield on each Benchmark Treasury Security to be used in establishing the Purchase Price for the Taxable Target Bonds will equal the bid-side yield of the applicable Benchmark Treasury Security as quoted on the Bloomberg Bond Trader FIT1 series of pages at approximately 10:00 a.m., New York City time, on _________, 2024. (4) Indicative Fixed Spreads are preliminary and subject to change. Fixed Spreads will be provided in the Notice of Purchase Prices. The Offer Purchase Price to be paid on the Settlement Date excludes Accrued Interest on the Target Bonds tendered for purchase, which interest will be paid up to but not including the Settlement Date in addition to the Offer Purchase Price. (iii)

TAX-EXEMPT TARGET BONDS SUBJECT TO INVITATION TO TENDER FOR CASH California Municipal Finance Authority Revenue Refunding Bonds, Series 2015-B (City of Anaheim Electric Utility Distribution System Refunding and Improvements)(1) (the “Series 2015-B Bonds”)
Maturity Date
(October 1)
Interest
Rate
Par Amount
Outstanding
CUSIP
(Base No.
13048T)(2)
[Indicative
Offer Purchase
Prices as a
Percentage of
Par (3)]
2026 5.000% $11,945,000 WY5
2027 5.000 5,690,000 WZ2
2028 5.000 1,825,000 XA6
2029 5.000 1,915,000 XB4
2030 5.000 2,010,000 XC2
2031 5.000 2,110,000 XD0
2032 5.000 2,215,000 XE8
2033 5.000 2,330,000 XF5
2034 4.000 1,105,000 XG3
2034 5.000 1,340,000 XL2
2035 4.000 800,000 XH1
2035 5.000 1,755,000 XM0
____________
(1) The Series 2015-B Bonds maturing on and after October 1, 2026 are subject to redemption on or after October 1, 2025, at a price equal to the principal amount to be redeemed, plus accrued but unpaid interest to the redemption date, without premium. (2) CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of the American Bankers Association. CUSIP numbers have been assigned by an independent company and are included solely for the convenience of the holders of the Target Bonds. None of the Authority, the City, the Dealer Manager, the Information Agent and Tender Agent or their agents or counsel assume responsibility for the accuracy of such numbers.
(3) Indicative Offer Purchase Prices are preliminary and subject to change. Offer Purchase Prices will be provided in the Notice of Purchase Prices. The Offer Purchase Price to be paid on the Settlement Date excludes Accrued Interest on the Target Bonds tendered for purchase, which interest will be paid up to but not including the Settlement Date in addition to the Offer Purchase Price.
(iv)
(continued)

TAX-EXEMPT TARGET BONDS SUBJECT TO INVITATION TO TENDER FOR CASH Anaheim Housing and Public Improvements Authority Revenue Bonds, Series 2020-A (Electric Utility Distribution System Improvements)(1)
(the “Series 2020-A Bonds”)
Maturity Date
(October 1)
Interest
Rate
Par Amount
Outstanding
CUSIP
(Base No.
032556)(2)
[Indicative
Offer Purchase
Prices as a
Percentage of
Par (3)]
2026 5.000% $ 1,120,000 HG0
2027 5.000 1,175,000 HH8
2028 5.000 1,240,000 HJ4
2029 5.000 1,300,000 HK1
2030 5.000 1,370,000 HL9
2031 5.000 1,435,000 HM7
2032 5.000 1,510,000 HN5
2033 5.000 1,590,000 HP0
2034 5.000 1,670,000 HQ8
2035 5.000 1,755,000 HR6
2036 5.000 1,845,000 HS4
2037 5.000 1,940,000 HT2
2038 5.000 2,040,000 HU9
2039 5.000 2,145,000 HV7
2040 5.000 2,255,000 HW5
2045 (term) (4) 5.000 13,130,000 HX3
2050 (term) (4) 5.000 16,865,000 HY1
____________
(1) The Series 2020-A Bonds maturing on and after October 1, 2026 are subject to redemption on or after October 1, 2025, at a price equal to the principal amount to be redeemed, plus accrued but unpaid interest to the redemption date, without premium. (2) CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of the American Bankers Association. CUSIP numbers have been assigned by an independent company and are included solely for the convenience of the holders of the Target Bonds. None of the Authority, the City, the Dealer Manager, the Information Agent and Tender Agent or their agents or counsel assume responsibility for the accuracy of such numbers.
(3) Indicative Offer Purchase Prices are preliminary and subject to change. Offer Purchase Prices will be provided in the Notice of Purchase Prices. The Offer Purchase Price to be paid on the Settlement Date excludes Accrued Interest on the Target Bonds tendered for purchase, which interest will be paid up to but not including the Settlement Date in addition to the Offer Purchase Price.
(4) [The Target Bond maturing October 1, 2045 (CUSIP 032556HX3) is priced to its average life of ______, ____, and the Target Bond maturing October 1, 2050 (CUSIP 032556HY1) is priced to its average life of _______, ____.] [confirm if required in transaction]
(v)
(continued)

TAX-EXEMPT TARGET BONDS SUBJECT TO INVITATION TO TENDER FOR CASH Anaheim Housing and Public Improvements Authority
Revenue Refunding Bonds, Series 2020-C
(Electric Utility Distribution System Refunding)(1)
(the “Series 2020-C Bonds” and, together with the Series 2015-B Bonds and the Series 2020-A Bonds, the “Tax-Exempt Target Bonds”)
Maturity Date
(October 1)
Interest
Rate
Par Amount
Outstanding
CUSIP
(Base No.
032556)(2)
[Indicative
Offer Purchase
Prices as a
Percentage of
Par (3)]
2036 5.000% $ 3,595,000 HZ8
2037 5.000 3,725,000 JA1
2038 5.000 3,860,000 JB9
2039 5.000 3,995,000 JC7
2040 5.000 4,135,000 JD5
2045 (term) (4) 5.000 23,030,000 JE3
____________
(1) The Series 2020-C Bonds are subject to redemption on or after October 1, 2025, at a price equal to the principal amount to be redeemed, plus accrued but unpaid interest to the redemption date, without premium. (2) CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of the American Bankers Association. CUSIP numbers have been assigned by an independent company and are included solely for the convenience of the holders of the Target Bonds. None of the Authority, the City, the Dealer Manager, the Information Agent and Tender Agent or their agents or counsel assume responsibility for the accuracy of such numbers.
(3) Indicative Offer Purchase Prices are preliminary and subject to change. Offer Purchase Prices will be provided in the Notice of Purchase Prices.
(4) [The Target Bond maturing October 1, 2045 (CUSIP 032556HJE3) is priced to its average life of ______, ____.] [confirm if required in transaction]
139259420.6

IMPORTANT INFORMATION
This Invitation and other information with respect to the Invitation is available from the Dealer Manager and the Information Agent at www.globic.com/ahpia. Bondowners wishing to offer their Target Bonds for purchase pursuant to the Invitation should follow the procedures more fully described herein. The Authority and the City reserve the right to cancel or modify the Invitation at any time on or prior to the Acceptance Date and reserve the right to make a future invitation to tender bonds at prices different than the Offer Purchase Prices in its sole discretion. The Authority will have no obligation to purchase Target Bonds offered pursuant to the Invitation. The Authority and the City further reserve the right to waive any irregularities or defects in any offer received.

The Authority and the City also reserve the right in the future to refund any remaining portion of outstanding Target Bonds through the issuance of bonds. Each of the Target Bonds is subject to redemption in whole or in part, at the option of the Authority as set forth in the applicable indenture.

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 made to, and Target Bonds offered for purchase in response to this Invitation will not be accepted from or on behalf of, Bondowners in any jurisdiction in which the Invitation, the making of offers to sell Target Bonds or the acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions whose laws require the Invitation to be made through a licensed or registered broker or dealer, the Invitation is being made on behalf of the Authority and the City by the Dealer Manager.

Neither the Authority nor the City is recommending to any Bondowner whether to offer its Target Bonds for purchase in connection with the Invitation. Each Bondowner must make these decisions and should read this Invitation and the 2024-A Bonds POS in their entirety and consult with its broker-dealer, financial, legal, accounting, tax and other advisors in making these decisions.

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 Authority or the City.

The delivery of this Invitation shall not under any circumstances create any implication that the 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 Authority or the City since the date hereof.

This Invitation contains statements relating to future results that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When used in this Invitation and other materials referred to or incorporated herein, the words “estimate,” “anticipate,” “forecast,” “project,” “intend,” “propose,” “plan,” “expect” and similar expressions identify forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material.
139259420.6

TABLE OF CONTENTS
Page

1. Introduction....................................................................................................................................1

2. Information to Bondowners ...........................................................................................................3

3. Expiration Date; Offers Only Through Financial Institutions; Brokerage Commissions..............4

4. Minimum Denominations and Consideration for Offers; Changes to the Terms of the Invitation........................................................................................................................................4

5. Provisions Applicable to all Offers................................................................................................6

6. Transmission of Offers by Financial Institutions; DTC ATOP Procedures ..................................7

7. Determinations as to Form and Validity of Offers; Right of Waiver and Rejection .....................8

8. Withdrawals of Offers Prior to Expiration Date; Irrevocability of Offers on Expiration Date................................................................................................................................................8

9. Acceptance of Offers for Purchase ................................................................................................9

10. Acceptance of Offers Constitutes Irrevocable Agreement ..........................................................10

11. Settlement Date; Purchase of Target Bonds ................................................................................10

12. Source of Funds ...........................................................................................................................11

13. Conditions to Purchase ................................................................................................................11

14. Extension, Termination and Amendment of Invitation ...............................................................12

15. Certain Federal Income Tax Consequences.................................................................................13

16. Additional Considerations ...........................................................................................................14

17. The Dealer Manager ....................................................................................................................15

18. Information Agent and Tender Agent..........................................................................................15

19. Soliciting Dealer Fees; Eligible Institutions Are Not Agents......................................................16

20. Miscellaneous ..............................................................................................................................16 APPENDIX A – FORM OF NOTICE OF PURCHASE PRICES ..................................................................A-1 APPENDIX B – PRELIMINARY OFFICIAL STATEMENT .......................................................................B-1 APPENDIX C – SOLICITATION FEE PAYMENT REQUEST FORM.......................................................C-1 139259420.6
1 INVITATION TO TENDER BONDS
made by

ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY
AND

THE CITY OF ANAHEIM

1. Introduction
The Anaheim Housing and Public Improvements Authority (the “Authority”) and the City of Anaheim (the “City”) invite the beneficial owners (the “Bondowners”) of the bonds listed and maturing on the dates set forth in the tables beginning on page (i) (the “Target Bonds”) to offer to sell their Target Bonds to the Authority for purchase at the applicable tender offer purchase prices designated in the Notice of Purchase Prices in the form attached hereto as Appendix A (as it may be amended or supplemented) (the “Notice of Purchase Prices”), plus accrued interest on the Target Bonds tendered for purchase to but not including the Settlement Date as described herein, all on the terms and conditions as set forth in more detail herein (as supplemented and amended, the “Invitation”).

If the Invitation is consummated, there will be a single purchase price (each a “Offer Purchase Price” and collectively, the “Offer Purchase Prices”) for the Target Bonds of each CUSIP at which all Target Bonds of such CUSIP that have been accepted for purchase will be purchased. The Offer Purchase Prices will be based on the following:
(a) With respect to the respect to the federally taxable bonds (the “Taxable Target Bonds”) listed on pages (i) and (ii) of this Invitation, the Offer Purchase Prices will be based on a fixed spread as determined in the Notice of Purchase Prices to be added to the yields on certain benchmark United States Treasury Securities (each a “Benchmark Treasury Security”); and (b) With respect to each of the federally tax-exempt bonds (the “Tax-Exempt Target Bonds”) listed on pages (iii) through (v) of this Invitation, the Offer Purchase Prices will be set forth in the Notice of Purchase Prices.

The Target Bonds that are California Municipal Finance Authority Revenue Refunding Bonds, Series 2015-B (City of Anaheim Electric Utility Distribution System Refunding and Improvements) were issued by the California Municipal Finance Authority (“CMFA”) pursuant to an Indenture of Trust, dated as of June 1, 2015, by and among CMFA, the City and U.S. Bank Trust Company, National Association, as successor trustee, relating to such Target Bonds. The Target Bonds that are Anaheim Housing and Public Improvements Authority Revenue Bonds, Series 2020-A (Electric Utility Distribution System Improvements), the Anaheim Housing and Public Improvements Authority Revenue Refunding Bonds, Series 2020-B (Electric Utility Distribution System Refunding) (Taxable) and the Anaheim Housing and 139259420.6
2 Public Improvements Authority Revenue Refunding Bonds, Series 2020-C (Electric Utility Distribution System Refunding) were issued by the Authority pursuant to an Indenture of Trust, dated as of March 1, 2020, by and among the Authority, the City and U.S. Bank Trust Company, National Association, as successor trustee, relating to such Target Bonds. The Target Bonds that are Anaheim Housing and Public Improvements Authority Revenue Refunding Bonds, Series 2022-D (Electric Utility Distribution System Refunding) (Taxable) were issued by the Authority pursuant to an Indenture of Trust, dated as of April 1, 2022, by and among the Authority, the City and U.S. Bank Trust Company, National Association, as trustee, relating to such Target Bonds.

Any purchase of the Target Bonds pursuant to this Invitation is part of a plan by the Authority to refund a portion of the Authority’s outstanding indebtedness, as described in the 2024-A Bonds POS.

The outstanding bonds of any series that are not identified in the tables beginning on page (i) of this Invitation are not subject to this Invitation. For additional information concerning the Authority and the City, their plan of refunding and their outstanding indebtedness, see the 2024-A Bonds POS.

Pursuant to the Invitation, each Bondowner may offer to tender to the Authority for purchase any or all Target Bonds, in a denomination of $5,000 principal amount (the “Minimum Authorized Denomination”) or any integral multiple of $5,000 in excess thereof, with respect to which the Bondowner has a beneficial ownership interest. The Offer Purchase Price for each CUSIP of the Target Bonds at which such Target Bonds may be tendered by a Bondowner for purchase pursuant to the Invitation will be set forth in the Notice of Purchase Prices.

See below for more information on the consideration for which and how a Bondowner can offer to tender his, her or its Target Bonds for purchase.

The source of funds to purchase the Target Bonds validly tendered for purchase pursuant to the Invitation is anticipated to be proceeds of the 2024-A Bonds to be issued on the Settlement Date (defined below). [The payment of accrued interest on Target Bonds validly tendered for purchase is expected to be made from funds held by the Authority for such purpose.] [Confirm.] The purchase of any of the Target Bonds tendered for purchase pursuant to the Invitation is contingent on the issuance of the 2024-A Bonds.

The Authority’s and the City’s obligations to accept for purchase, and to pay for the Target Bonds validly tendered (and not withdrawn) and accepted pursuant to this Invitation are also subject to the satisfaction or waiver of certain conditions. See Section 13, “Conditions to Purchase,” for additional information regarding certain of such conditions.

Subject to the terms of this Invitation and the satisfaction of all conditions to the Authority’s obligation to purchase tendered Target Bonds as described herein, and provided that (i) the Target Bonds offered by a Bondholder for purchase have been validly tendered by 5:00 p.m., New York City time, on ____________, 2024 (as extended from time to time in accordance with this Invitation, the “Expiration Date”), and (ii) accepted by the Authority on or before 5:00 p.m., New York City time, on ____________, 2024 (as extended from time to time in accordance with this Invitation, the “Acceptance Date”), the Authority will purchase such Target Bonds tendered for purchase on [_______], 2024 or such later date as the Authority shall determine (such date, the “Settlement Date”). Accrued interest on the Target Bonds purchased will also be paid on the Settlement Date.

All times in this Invitation are local time in New York City.

No assurances can be given that the 2024-A Bonds will be issued or that any Target Bonds offered for purchase by a Bondowner will be purchased. See Section 9, “Acceptance of Offers for Purchase,” for more information on the selection of tendered Target Bonds to be purchased, if any. The Authority reserves the right to amend or waive the terms of this Invitation as to any or all of the Target 139259420.6
3 Bonds in any respect and at any time prior to the Expiration Date or from time to time, in its sole discretion. The Authority also has the right to terminate this Invitation at any time up to and including the Acceptance Date. See Section 14, “Extension, Termination and Amendment of Invitation,” below.

The Authority is under no obligation to accept any of the Target Bonds that are tendered for purchase pursuant to the Invitation if the Financing Conditions are not met. Section 9, “Acceptance of Offers for Purchase” describes how the Authority will accept Target Bonds that are tendered. Any Target Bonds tendered by Bondowners pursuant to this Invitation but not accepted by the Authority will be returned to the Bondowners and will continue to be payable and secured under the terms of the indenture under which such Target Bonds were issued until maturity or prior redemption. If all conditions to this Invitation are not satisfied or waived by the Authority and the City on or prior to the Settlement Date, any Target Bonds tendered by Bondowners pursuant to this Invitation will be returned to the Bondowners and will continue to be payable and secured under the terms of the indenture under which such Target Bonds were issued until maturity or prior redemption.

It is anticipated that all of the Target Bonds not purchased pursuant to this Invitation will remain outstanding.

Further details concerning the Authority’s and the City’s debt refunding plan is contained in the 2024-A Bonds POS. See also Section 16, “Additional Considerations,” below.

To make an informed decision as to whether, and how, to offer Target Bonds for purchase pursuant to the Invitation, a Bondowner must read this Invitation and the 2024-A Bonds POS carefully.

None of the Authority, the City, the Dealer Manager (as defined below) or the Information Agent and Tender Agent (as defined below) make any recommendation that any Bondowner offer and tender or refrain from offering and tendering all or any portion of such Bondowner’s Target Bonds for purchase. Bondowners must make these decisions and should consult with their broker, account executive, financial advisor, attorney and/or other appropriate professionals.

The Dealer Manager for this Invitation is Goldman Sachs & Co. LLC (the “Dealer Manager”).

Globic Advisors is serving as information agent and tender agent (the “Information Agent” or the “Tender Agent”) in connection with this Invitation. Bondowners with questions about the substance of this Invitation should contact the Dealer Manager. Bondowners with questions about the mechanics of this Invitation should contact the Information Agent at the email address and telephone number set forth on the inside cover page of this Invitation.

2. Information to Bondowners
The Authority will provide additional information about this Invitation, if any, to the market and Bondowners, including, without limitation, the 2024-A Bonds POS and any supplement thereto, by delivery of such information in the following ways: (i) to the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access website, currently located at http://emma.msrb.org (the “EMMA Website”), using the CUSIP numbers for the Target Bonds listed in the tables on the cover page of this Invitation; (ii) to DTC (defined below) and to the DTC participants holding the Target Bonds; (iii) by posting electronically on the website of the Information Agent at www.globic.com/ahpia; [and (iv) to Bloomberg Financial Market Systems] (collectively, the “Information Services”). Delivery by the Authority of information in this manner will be deemed to constitute delivery of the information to each Bondowner. The Authority, the City, the Dealer Manager, and the Information Agent and Tender Agent have no obligation to ensure that a Bondowner actually receives any information provided by the Authority in this manner. A Bondowner who would like to receive information furnished by or behalf of 139259420.6
4 the Authority as described above must make appropriate arrangements with its broker, account executive or other financial advisor or representative. The final Official Statement with respect to the 2024-A Bonds will be posted to the EMMA Website.

3. Expiration Date; Offers Only Through Financial Institutions; Brokerage Commissions This Invitation to offer to sell Target Bonds will expire at 5:00 p.m., New York City time, on ____________, 2024, the Expiration Date, unless earlier terminated or extended as described in this Invitation. Offers to sell Target Bonds received after 5:00 p.m., New York City time, on the Expiration Date (as it may be extended) will not be considered. See Section 14, “Extension, Termination and Amendment of Invitation,” for a discussion of the ability of the Authority and the City to extend the Expiration Date and to terminate or amend this Invitation.

All of the Target Bonds are held in book-entry-only form through the facilities of The Depository Trust Company of New York (“DTC”). The Information Agent and Tender Agent and DTC have confirmed that the Invitation is eligible for submission of tenders for purchase through DTC’s Automated Tender Offer Program (known as the “ATOP” system). Bondowners of the Target Bonds who want to accept this Invitation to sell Target Bonds must do so through a DTC participant in accordance with the relevant DTC procedures for the ATOP system. The Authority will not accept any tenders of the Target Bonds for purchase that are not made through the ATOP system. Bondowners who are not DTC participants can only offer Target Bonds for purchase pursuant to this Invitation by making arrangements with and instructing the bank or brokerage firm through which they hold their Target Bonds (sometimes referred to herein as a “custodial intermediary”) to tender the Bondowner’s Target Bonds on their behalf through the ATOP system. To ensure a Bondowner’s Target Bonds are tendered through the ATOP system by 5:00 p.m., New York City time, on the Expiration Date, Bondowners must provide instructions to the bank or brokerage firm through which their Target Bonds are held in sufficient time for such custodial intermediary to tender the Target Bonds in accordance with DTC procedures through the ATOP system by this deadline. Bondowners should contact their bank or brokerage firm through which they hold their Target Bonds for information on when such custodial intermediary needs the Bondowner’s instructions in order to tender the Bondowner’s Target Bonds through the ATOP system by 5:00 p.m., New York City time, on the Expiration Date. See also Section 6, “Transmission of Offers by Financial Institutions; DTC ATOP Procedures,” below.

The Authority, the City, the Dealer Manager, and the Information Agent and Tender Agent are not responsible for making or transmitting any offer to sell Target Bonds or for the transfer of any tendered Target Bonds through the ATOP system or for any mistakes, errors or omissions in the making or transmission of any offer or transfer.

Bondowners will not be obligated to pay any brokerage commissions or solicitation fees to the Authority, the City, the Dealer Manager or the Information Agent and Tender Agent in connection with this Invitation. However, Bondowners should check with their broker, account executive or other financial institution which maintains the account in which their Target Bonds are held to determine if it will charge any commission or fees.

4. Minimum Denominations and Consideration for Offers; Changes to the Terms of the Invitation
Authorized Denominations for Offers. A Bondowner may make an offer to sell all or a portion of the Target Bonds of a particular CUSIP that it owns in an amount of its choosing, but only in Principal Amounts (as defined herein) equal to the Minimum Authorized Denomination or any integral multiple of $5,000 in excess thereof. The principal amounts of the Target Bonds are referred to herein as “Principal Amounts.”
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5 See below for more information on how a Bondowner can tender its Target Bonds for purchase and the Offer Purchase Price offered.

Offer Purchase Price Consideration. The Taxable Target Bonds may only be tendered by a Bondowner for purchase by the Authority pursuant to this Invitation at Fixed Spreads (as defined below) for each CUSIP as set forth in the Notice of Purchase Prices. The Tax-Exempt Target Bonds may only be tendered by a Bondowner for purchase by the Authority pursuant to this Invitation at the Offer Purchase Prices for each CUSIP as set forth in the Notice of Purchase Prices.

Determination of Offer Purchase Price for Taxable Target Bonds and Acceptance. On or about _________, 2024, the Authority will publish the Notice of Purchase Prices in the form attached hereto as Appendix A, which Notice of Purchase Prices will set forth [(i) either (A) a confirmation of the indicative fixed spreads shown on pages (i) and (ii) of this Invitation or (B) amendment to the fixed spreads (the “Fixed Spreads”) for each CUSIP for the Taxable Target Bonds tendered for purchase].

The applicable Fixed Spread for a CUSIP will represent the spread which will be added to the yield on the Benchmark Treasury Security corresponding thereto to arrive at a yield (the “Purchase Yield”) used to calculate the Offer Purchase Price for each maturity and corresponding CUSIP of the Taxable Target Bonds. The yield on the corresponding Benchmark Treasury Security will equal the bid- side yield of such Benchmark Treasury Security, as quoted on the Bloomberg Bond Trader FIT1 series of pages at approximately 10:00 a.m., New York City time, on _________, 2024.

The Purchase Yield will be used to calculate the Offer Purchase Prices for the Taxable Target Bonds. The Offer Purchase Prices for the Taxable Target Bonds will be calculated using the market standard bond pricing formula as of the Settlement Date using the applicable Purchase Yield and the maturity date of such Taxable Target Bonds [Any exceptions?].

The Authority will publish a Taxable Preliminary Acceptance Notice on or about _________, 2024 (the “Taxable Preliminary Acceptance Date”). The Authority will determine the preliminary Principal Amount (if any) of the Taxable Target Bonds of a CUSIP that it wishes to purchase, which meets the Financing Conditions. Notice of the preliminary Principal Amount of the Taxable Target Bonds (if any) for each CUSIP that the Authority will initially agree to purchase will be provided to the Information Services on the Taxable Preliminary Acceptance Date.

The Principal Amount (if any) for the Taxable Target Bonds of a CUSIP in the Taxable Preliminary Acceptance Notice are preliminary and subject to change. The final Principal Amount (if any) for the Taxable Target Bonds of a CUSIP accepted for purchase will be announced on the Acceptance Date.

The Authority will publish a Notice of Taxable Target Bonds Purchase Price on _______, 2024.

The Authority will publish a Notice of Results on the Acceptance Date. The Authority will make a final determination of the Principal Amount (if any) of the Taxable Target Bonds of a CUSIP that it will purchase from among those Taxable Target Bonds of such CUSIP that were initially accepted for purchase pursuant to the Preliminary Acceptance Notice. The Authority shall be under no obligation to accept any Taxable Target Bonds tendered for purchase pursuant to this Invitation that do not meet the Financing Conditions. The Authority may also determine to purchase less than all of the Taxable Target Bonds that were initially accepted for purchase. Notice of the Principal Amount of the Taxable Target Bonds (if any) for each CUSIP that the Authority will agree to purchase will be provided to the Information Services on the Acceptance Date.
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6 Determination of Offer Purchase Price for Tax-Exempt Target Bonds and Acceptance. On or about _________, 2024, the Authority will publish the Notice of Purchase Prices in the form attached hereto as Appendix A. The Notice of Purchase Prices will set forth the prices to be paid by the Authority for each CUSIP for the Tax-Exempt Target Bonds tendered and accepted for purchase pursuant to this Invitation. The Notice of Purchase Prices will also set forth [either (A) a confirmation of the indicative Offer Purchase Prices shown on pages (iii), (iv) and (iv) of this Invitation, or (B) an amendment to such Offer Purchase Prices to be paid by the Authority for each CUSIP for the Tax-Exempt Target Bonds tendered for purchase pursuant to this Invitation].

The Offer Purchase Price for Tax-Exempt Target Bonds with each particular CUSIP tendered pursuant to this Invitation will be the Offer Purchase Price set forth in the Notice of Purchase Prices.

The Authority will publish a Notice of Results on the Acceptance Date. The Authority will make a final determination of the Principal Amount (if any) of the Tax-Exempt Target Bonds of a CUSIP that it will purchase. The Authority shall be under no obligation to accept any Tax-Exempt Target Bonds tendered for purchase pursuant to this Invitation that do not meet the Financing Conditions. Notice of the Principal Amount of the Tax-Exempt Target Bonds (if any) for each CUSIP that the Authority will agree to purchase will be provided to the Information Services on the Acceptance Date.

Accrued Interest. In addition to the purchase price of the Target Bonds accepted for purchase by the Authority, accrued interest on any Taxable Target Bonds accepted for purchase will be paid by, or on behalf of, the Authority on the Settlement Date. The purchase prices and the accrued interest, if any, will constitute the sole consideration payable by the Authority for the Target Bonds purchased by the Authority pursuant to the Invitation. The Authority, and not the City, will pay such consideration under this Invitation.

Changes to Terms of the Invitation. As described in Section 14, “Extension, Termination and Amendment of Invitation,” hereof, the Authority and the City may revise the terms of this Invitation prior to the Acceptance Date. If the Authority and the City determine to revise the terms of the Invitation, they shall provide notice thereof in the manner described in Section 2, “Information to Bondowners,” of this Invitation no later than 11:00 a.m., New York City time, on the Business Day prior to the Acceptance Date. If subsequent to the publication of the Notice of Purchase Prices the Authority and the City change the Offer Purchase Price for any of the Target Bonds pursuant to the Invitation, the Authority shall provide notice thereof (as described in Section 2) no less than five (5) business days prior to the Acceptance Date, as extended. In such event, any offers submitted with respect to the affected Target Bonds prior to such change in the Offer Purchase Price for such Target Bonds pursuant to the Invitation will remain in full force and effect and any Bondowner of such affected Target Bonds wishing to revoke their offer to tender such Target Bonds must affirmatively withdraw such offer prior to the Acceptance Date as described in Section 8, “Withdrawals of Offers Prior to Expiration Date; Irrevocability of Offers on Expiration Date,” hereof. Notwithstanding the foregoing, any change to the Offer Purchase Price shall be on terms not less favorable to Bondowners that submitted offers to tender their Target Bonds prior to such change in the Offer Purchase Price.

5. Provisions Applicable to all Offers
A Bondowner should ask its financial advisor, investment manager, broker or account executive for advice in determining whether to offer Target Bonds for purchase and the Principal Amount of the Target Bonds to be offered. A Bondowner should also inquire as to whether its financial institution will charge a fee for submitting offers. The Authority, the City, the Dealer Manager, and the Information Agent and Tender Agent will not charge fees to any Bondowner making an offer or completing the purchase of the Target Bonds.
139259420.6
7 An offer to sell Target Bonds cannot exceed the Principal Amount of Target Bonds owned by the Bondowner. Target Bonds may be tendered and accepted for payment only in Principal Amounts equal to the Minimum Authorized Denomination and integral multiples of $5,000 in excess thereof. “All or none” offers are not permitted. No alternative, conditional or contingent tenders will be accepted. All tenders shall survive the death or incapacity of the tendering Bondowner.

By making an offer pursuant to this Invitation, each Bondowner will be deemed to have represented and warranted to and agreed with the Authority, the City and the Dealer Manager that:
(a) the Bondowner has received, and has had the opportunity to review, this Invitation and the 2024-A Bonds POS prior to making the decision as to whether or not it should offer to tender its Target Bonds for purchase;
(b) the Bondowner has full authority to tender, sell, assign and transfer such Target Bonds, and that, on the Settlement Date, the Authority, as transferee, will acquire good title, 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 Bondowner of the applicable Offer Purchase Price, plus payment of the accrued interest;
(c) the Bondowner has made its own independent decision to make the offer, the appropriateness of the terms thereof, and whether the offer is appropriate for the Bondowner; (d) such decisions are based upon the Bondowner’s own judgment and upon advice from such advisors as the Bondowner has consulted;
(e) the Bondowner is not relying on any communication from the Authority, the City or the Dealer Manager as investment advice or as a recommendation to make the offer, it being understood that the information from the Authority or the Dealer Manager related to the terms and conditions of the Invitation shall not be considered investment advice or a recommendation to make an offer; and (f) the Bondowner is capable of assessing the merits of and understanding (on its own and/or through independent professional advice), and does understand and accept, the terms and conditions of the Invitation.

6. Transmission of Offers by Financial Institutions; DTC ATOP Procedures Offers to sell Target Bonds pursuant to this Invitation may only be made to the Authority through DTC’s ATOP system. Bondowners that are not DTC participants must make their offers through their custodial intermediary. A DTC participant must tender the Target Bonds offered by the Bondowner pursuant to the Invitation on behalf of the Bondowner for whom it is acting, by book-entry through the ATOP system. In so doing, such custodial intermediary and the Bondowner on whose behalf the custodial intermediary is acting agree to be bound by DTC’s rules for the ATOP system. In accordance with ATOP procedures, DTC will then verify receipt of the tender offer and send an Agent’s Message (as described below) to the Information Agent and Tender Agent.

The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Information Agent and Tender Agent and forming a part of the book-entry confirmation which states that DTC has received an express acknowledgement from the DTC participant tendering Target Bonds for purchase that are the subject of such book-entry confirmation, stating: (i) the par amount of the Target Bonds that have been tendered by such DTC participant on behalf of the Bondowner pursuant to the Invitation, and (ii) that the Bondowner agrees to be bound by the terms of this Invitation, including the 139259420.6
8 representations, warranties, agreements and affirmations deemed made by it as set forth in Section 5, “Provisions Applicable to all Offers,” above.

Agent’s Messages must be transmitted to and received by the Information Agent and Tender Agent by not later than 5:00 p.m., New York City time, on the Expiration Date (as such date may have been changed as provided in the Invitation). The Target Bonds will not be deemed to have been tendered for purchase pursuant to the Invitation until an Agent’s Message with respect thereto is received by the Information Agent and Tender Agent.

Each DTC participant is advised to submit each beneficial owner’s instruction individually into DTC’s ATOP system to ensure proper settlement.

7. Determinations as to Form and Validity of Offers; Right of Waiver and Rejection All questions as to the validity (including the time of receipt of Agent’s Messages by the Information Agent and Tender Agent), eligibility, and acceptance of any offers to sell Target Bonds will be determined by the Authority in its sole discretion and will be final, conclusive and binding.

The Authority and the City each reserves the right to waive any irregularities or defects in any offer. The Authority, the City, the Dealer Manager, and the Information Agent and Tender Agent are not obligated to give notice of any defects or irregularities in offers, and they will have no liability for failing to give such notice.

8. Withdrawals of Offers Prior to Expiration Date; Irrevocability of Offers on Expiration Date A Bondowner may withdraw its offer of Target Bonds tendered for purchase pursuant to this Invitation by causing a withdrawal notice to be transmitted via DTC’s ATOP system to, and received by, the Information Agent and Tender Agent at or before 5:00 p.m., New York City time, on the Expiration Date (as the date and time may have been changed as provided in this Invitation) (the “Withdrawal Deadline”) (as such Withdrawal Deadline may change pursuant to this Invitation).

Bondowners who are not DTC participants can only withdraw their offers by making arrangements with and instructing the custodial intermediary through which they hold their Target Bonds to submit the Bondowner’s notice of withdrawal through the DTC ATOP system.

All offers to sell Target Bonds will become irrevocable as of 5:00 p.m., New York City Time, on the Withdrawal Deadline (as such date may have been changed from time to time as provided in this Invitation).

A notice of withdrawal must be submitted in substantially the same manner as an initial tender of Target Bonds.

Bondowners who have tendered their Target Bonds for purchase will not receive any information from the Authority, the City, the Dealer Manager or the Information and Tender Agent concerning tenders by other Bondowners. A withdrawn tender must specify the applicable CUSIP number. Tendering Bondowners will not be afforded an opportunity to withdraw their tenders after the Withdrawal Deadline.

All questions as to the validity (including the time of receipt) of a withdrawal will be determined by the Authority and the City in their sole discretion and will be final, conclusive and binding.

Target Bonds properly withdrawn will be deemed not validly tendered. However, withdrawn Target Bonds may be re-tendered by again following the procedures described herein at any time on or prior to the Expiration Date.
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9 9. Acceptance of Offers for Purchase
On or before 5:00 p.m., New York City Time, on the Acceptance Date (i.e., ____________, 2024, unless extended), upon the terms and subject to the conditions of the Invitation, the Authority will announce its acceptance for purchase of Target Bonds, if any, offered and validly tendered by Bondowners pursuant to this Invitation by giving notice in the manner described in Section 2, “Information to Bondowners,” with acceptance subject to the satisfaction or waiver by the Authority and the City of the conditions to the purchase of tendered Target Bonds. See Section 10, “Acceptance of Offers Constitutes Agreement” and Section 13, “Conditions to Purchase.” The Authority intends to purchase all of the Target Bonds meeting the Financing Conditions pursuant to this Invitation, though depending upon the results of this Invitation and other factors the Authority may purchase none of the Target Bonds or a lesser Principal Amount of the Target Bonds in order to maximize benefits of the transaction. The Authority shall be under no obligation to accept any Target Bonds tendered for purchase pursuant to this Invitation that do not meet the Financing Conditions. [The Target Bonds that will be purchased will be indicated by CUSIP. Subject to the terms and conditions of this Invitation, the Authority may choose to purchase some but not all of the tendered Target Bonds of a particular CUSIP. Should the Authority decide to only purchase a portion of the Target Bonds being tendered for purchase of a certain CUSIP, the Authority will accept such Target Bonds tendered for purchase on a pro rata basis. The Principal Amount of each individual tender will be accepted, pro rata, based upon the ratio of Principal Amount of such Target Bonds of a certain CUSIP accepted for purchase by the Authority divided by the aggregate Principal Amount of such Target Bonds tendered for purchase.

In such event, should the Principal Amount of any individual tender offer, when adjusted by the pro rata acceptance, result in an amount that is not a multiple of $5,000, the Principal Amount of such tender will be rounded up to the nearest multiple of $5,000. If as a result of such adjustment, the Principal Amount of a holder’s unaccepted Target Bonds is less than the Minimum Authorized Denomination, the Authority will reject such holder’s tendered Target Bonds in whole. The Authority will determine the amount to accept for each CUSIP in order to maximize the projected or actual financial benefit resulting from the transaction, and reserves the right to accept significantly more or significantly less (or none) of any CUSIP as compared to any other CUSIP.] OR [Offers to sell Target Bonds pursuant to this Invitation that are accepted by the Authority, in its sole discretion, will be accepted on a CUSIP by CUSIP basis determined by the sequence (earliest to latest) that such Target Bonds are submitted into DTC’s ATOP system. Any offer to sell the Target Bonds for purchase will be accepted or rejected in whole, and will not be subject to partial acceptance or rejection. All such determinations and allocations by the Authority shall be final and binding.]
[The Authority has instructed the underwriting syndicate for the 2024-A Bonds that any Bondowner who tenders any Target Bonds in connection with this Invitation and who submits an order to purchase 2024-A Bonds will, subject to the following sentence, have a preference of allocation for a like maturity of the 2024-A Bonds up to the principal amount of Target Bonds that such Bondowner is tendering. The syndicate manager has the discretion to accept orders outside of the Authority’s instructed priorities if it determines it is in the best interests of the syndicate of the 2024-A Bonds, as per the rules of the Municipal Securities Rulemaking Board, and the Authority also has the discretion to alter its instructions. The Dealer Manager will notify the syndicate of any change in the Authority’s instructions.

As such, Bondowners are advised that such priority allocation ultimately may not be possible.][Confirm if needed for this transaction]
The acceptance notification will state: (i) the Principal Amount of the Target Bonds of each CUSIP number that the Authority has accepted for purchase in accordance with the Invitation (which may be zero for a particular CUSIP number) or (ii) that the Authority has decided not to purchase any Target Bonds.
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10 Shortly following the giving of notice of its acceptance of offers, the Authority will instruct DTC to release from the controls of the ATOP system all Target Bonds that were offered but were not accepted for purchase. The release of such Target Bonds will take place in accordance with DTC’s ATOP procedures. The Authority, the City, the Dealer Manager, and the Information Agent and Tender Agent are not responsible or liable for the operation of the ATOP system by DTC to properly credit such released Target Bonds to the applicable account of the DTC participant or custodial intermediary or by such DTC participant or custodial intermediary for the account of the Bondowner.

Notwithstanding any other provision of this Invitation, the obligation of the Authority to accept for purchase, and to pay for, Target Bonds offered and validly tendered (and not validly withdrawn) by Bondowners pursuant to the Invitation is subject to the satisfaction or waiver of the conditions set forth under Section 13, “Conditions to Purchase” below. The Authority and the City reserves the right to amend or waive any of the terms of or conditions to this Invitation, in whole or in part, at any time prior to the Acceptance Date in its sole discretion. This Invitation may be withdrawn by the Authority and the City at any time prior to the Acceptance Date.

10. Acceptance of Offers Constitutes Agreement
Acceptance by the Authority of offers to sell Target Bonds tendered by Bondowners will constitute an agreement between the offering Bondowner and the Authority and the City to sell and purchase such Target Bonds, subject to the conditions and terms of this Invitation, including the Conditions to Purchase set forth in Section 13, “Conditions to Purchase.” The acceptance of the Target Bonds tendered for purchase is expected to be made by notification to the Information Services on the Acceptance Date. This notification will state the Principal Amount of the Target Bonds of each CUSIP number that the Authority has agreed to accept for purchase in accordance with this Invitation, which may be zero for a particular CUSIP number.

11. Settlement Date; Purchase of Target Bonds
Subject to satisfaction of all conditions to the Authority’s obligation to purchase tendered Target Bonds, as described herein, the Settlement Date is the day on which Target Bonds accepted for purchase will be purchased and paid for at the applicable Offer Purchase Price, and the accrued interest on the Target Bonds to be purchased will also be paid. Such purchase and payment are expected to occur by [3:00] p.m., New York City time, on the Settlement Date. The Settlement Date has initially been set as [_______], 2024, unless extended by the Authority and the City, assuming all conditions to the Invitation have been satisfied or waived by the Authority and the City.

The Authority and the City may, in their sole discretion, change the Settlement Date by giving notice thereof in the manner described in Section 2, “Information to Bondowners,” of this Invitation prior to the change. However, the Settlement Date may not be later than ____________, 2024. If the Authority does not complete the purchase of the Target Bonds by [3:00] p.m., New York City time, on the Settlement Date (as it may be extended), the right and obligation of the Authority to purchase any Target Bonds will automatically terminate, without any liability to any Bondowner, and the Authority will instruct DTC to release from the controls of the ATOP system all Target Bonds.

Subject to satisfaction of all conditions to the Authority’s obligation to purchase Target Bonds tendered for purchase pursuant to the Invitation, as described herein, payment by the Authority will be made through DTC on the Settlement Date. The Authority expects that, in accordance with DTC’s standard procedures, DTC will transmit the aggregate Offer Purchase Prices to be paid for the Target Bonds tendered for purchase (plus accrued interest) to DTC participants holding the Target Bonds accepted for purchase on behalf of Bondowners for subsequent disbursement to the Bondowners. The 139259420.6
11 Authority, the City, the Dealer Manager and the Information Agent and Tender Agent have no responsibility or liability for the distribution of the Offer Purchase Prices paid and accrued interest by DTC to DTC participants or by DTC participants to Bondowners.

Promptly following such deliveries and payments, the Authority will instruct the Trustee for the Target Bonds purchased to cause such Target Bonds to be cancelled and retired.

12. Source of Funds
The source of funds to purchase the Target Bonds validly tendered for purchase pursuant to the Invitation and accepted by the Authority is anticipated to be proceeds received by the Authority from the sale of its 2024-A Bonds, expected to be issued on the Settlement Date. [The payment of accrued interest on Target Bonds validly tendered for purchase is expected to be made from funds held by the Authority for such purpose.] [Confirm.] The Authority’s ability to settle the purchase of Target Bonds tendered for purchase is contingent upon the successful delivery of its 2024-A Bonds and the other conditions set forth herein.

13. Conditions to Purchase
The Authority will not be obligated to accept for purchase any Target Bonds pursuant to the Invitation, and the Authority or the City may terminate the Invitation, if, at any time after issuance of this Invitation and before payment for the Target Bonds on the Settlement Date, in the Authority’s or the City’s reasonable judgement, any of the following events shall have occurred:
a. The Authority cannot effectuate the issuance and sale of the 2024-A Bonds on terms and conditions reasonably satisfactory to the Authority and the City; b. Litigation or another proceeding is pending or threatened which the Authority and the City reasonably believes may, directly or indirectly, have an adverse impact on this Invitation or the expected benefits of this Invitation to the Authority, the City or the Bondowners; c. A war, 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 Authority or the City reasonably believes this fact makes it inadvisable to proceed with the purchase of the Target Bonds; d. A material change in the business or affairs of the Authority or the City has occurred which the Authority or the City, as applicable, reasonably believes makes it inadvisable to proceed with the purchase of the Target Bonds;
e. The Authority or the City reasonably determines the projected economic benefits of the transaction contemplated by this Invitation and the 2024-A Bonds POS, as a result of market conditions, expected or actual level of participation in the tender offer by Holders of the Target Bonds, or any other factors not within the sole control of the Authority, makes it inadvisable to proceed with the purchase of the Target Bonds or the issuance of the 2024-A Bonds;
f. A material change in the net benefits of the transaction contemplated by this Invitation and the 2024-A Bonds POS has occurred due to a material change in market conditions which the Authority or the City reasonably believes makes it inadvisable to proceed with the purchase of the Target Bonds; or
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12 g. There shall have occurred a material disruption in securities settlement, payment or clearance services.

These conditions are for the sole benefit of the Authority and the City. They may be asserted by the Authority or the City prior to the time of payment for the Target Bonds on the Settlement Date. The conditions may be waived by the Authority and the City 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 Authority or the City 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 Authority and the City which may be asserted at any time and from time to time. Any determination by the Authority or the City concerning the events described in this Section 13, “Conditions to Purchase,” will be final and binding upon all parties. If, prior to the time of payment for any Target Bonds any of the events described happens, the Authority and the City will have the absolute right to cancel its obligations to purchase the Target Bonds without any liability to any Bondowner or any other person.

14. Extension, Termination and Amendment of Invitation
The Authority may revise the terms of this Invitation prior to the Acceptance Date.

Through and including the Acceptance Date, the Authority and the City have the right to extend this Invitation, to any date in their sole discretion. Notice of an extension of the Expiration Date will be given in the manner described in Section 2, “Information to Bondowners,” of this Invitation, on or about 11:00 a.m., New York City time, on the first business day after the then current Expiration Date.

The Authority and the City also have the right, prior to the Acceptance Date to terminate this Invitation at any time by giving notice of such termination in the manner described in Section 2, “Information to Bondowners,” of this Invitation.

The Authority and the City also have the right, prior to the Acceptance Date, to amend or waive the terms of this Invitation in any respect and at any time by giving notice of the amendment or waiver in the manner described in Section 2, “Information to Bondowners,” of this Invitation. The amendment or waiver will be effective at the time specified in such notice.

If the Authority and the City amend the terms of this Invitation, including any decrease to a Offer Purchase Price, or any increase in a Fixed Spread for any of the Target Bonds after the date of this Invitation, waiver of any term, in any material respect, notice (as described in Section 2, “Information to Bondowners”) of such amendment or waiver will be given no later than [five (5)] Business Days (except as described in the next paragraph) prior to the Expiration Date, as extended to provide reasonable time for dissemination of such amendment or waiver to Bondowners and for Bondowners to respond.

If the Authority and the City amend the terms of this Invitation to increase (but not decrease) any of the Offer Purchase Prices for the Tax-Exempt Target Bonds or decrease any of the Fixed Spread for any of the Target Bonds after the publication of the date of this Invitation, it may do so by providing notice to the Information Services of any such increase(s) in Offer Purchase Prices or decrease(s) in the Fixed Spread no later than 5:00 p.m., New York City time, on the Business Day prior to the Expiration Date.

In either such event, any tenders submitted with respect to the affected Target Bonds prior to such amendment, will remain in full force and effect, and any Bondowner of such affected Target 139259420.6
13 Bonds wishing to revoke its tender such Target Bonds for purchase must affirmatively withdraw such tender prior to the Withdrawal Deadline as described in Section 8, “Withdrawals of Offers Prior to Expiration Date; Irrevocability of Offers on Expiration Date,” hereof.

No extension, termination or amendment of this Invitation (or waiver of any terms of this Invitation) will: (i) change the Authority’s right to decline to purchase any Target Bonds without liability; or (ii) give rise to any liability of the Authority, the City, the Dealer Manager, or the Information Agent and Tender Agent to any Bondowner or nominee.

15. Certain Federal Income Tax Consequences
The following is a general summary of the U.S. federal income tax consequences for Bondowners that respond to this Invitation and have their tender(s) accepted by the Authority. 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). Bondowners 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 Authority, the City or any of its advisors or agents to the Bondowners, and Bondowners, 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, Bondowners 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 Bondowners will not be subject to any U.S. federal income tax consequences in connection with this Invitation.
139259420.6
14 BONDOWNERS 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 Authority’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.

16. Additional Considerations
In deciding whether to participate in the Invitation, each Bondowner should consider carefully, in addition to the other information contained in this Invitation, the following:

Market for Target Bonds. The Target Bonds are not listed on any national or regional securities exchange. To the extent that the Target Bonds are traded, their prices may fluctuate greatly depending on the trading volume and the balance between buy and sell orders. Bondowners may be able to effect a sale of the Target Bonds at a price higher than the Offer Purchase Price established pursuant to the Invitation.

Target Bonds Not Tendered for Purchase. Bondowners of Target Bonds who do not offer their Target Bonds for purchase pursuant to this Invitation will continue to hold their interest in such Target Bonds. If Target Bonds are purchased pursuant to this Invitation, the principal amount of Target Bonds for a particular CUSIP that remains outstanding will be reduced, which could adversely affect the liquidity and market value of the Target Bonds of that CUSIP that remain outstanding.

The terms of the Target Bonds that remain outstanding will continue to be governed by the terms of the indenture under which such Target Bonds were issued. Each of the Target Bonds is subject to redemption in whole or in part, at the option of the City as set forth in the applicable indenture. Further details concerning the Authority’s debt refunding plan is contained in the 2024- A Bonds POS.
139259420.6
15 To the extent Target Bonds are not purchased pursuant to this Invitation the Authority and the City reserve the right to, and may in the future decide to, acquire some or all of the Target Bonds through open market purchases, privately negotiated transactions, subsequent tender offers, exchange offers or otherwise, upon such terms and at such prices as it may determine, which may be more or less than the consideration offered pursuant to this Invitation, which could be cash or other consideration. Any future acquisition of Target Bonds may be on the same terms or on terms that are more or less favorable to Bondowners than the terms of the Invitation described in this Invitation. The Authority and the City also reserve the right in the future to refund, or cause the refunding of, (on an advance or current basis) any remaining portion of outstanding Target Bonds through the issuance of publicly offered or privately placed bonds. The decision to undertake any 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 Authority or the City may ultimately choose to pursue in the future.

17. The Dealer Manager
References in this Invitation to the Dealer Manager is to Goldman Sachs & Co. LLC only in its capacity as the Dealer Manager.

The Dealer Manager may contact Bondowners 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 Authority and the City will pay to the Dealer Manager customary fees for its services in connection with this Invitation. In addition, the Authority and the City will pay the Dealer Manager its reasonable out-of-pocket costs and expenses relating to this Invitation.

The Dealer Manager and its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. The Dealer Manager and its affiliates have, from time to time, performed, and may in the future perform, a variety of these services for the Authority and/or the City, for which they received and 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, which may include credit default swaps) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities of the Dealer Manager and/or its affiliates may involve securities and instruments of the Authority and/or the City, including but not limited to Target Bonds which may be tendered for purchase pursuant to the Invitation.

In addition to its role as Dealer Manager in connection with this Invitation, the Dealer Manager is currently expected to act as an underwriter of the 2024-A Bonds as described in the 2024-A Bonds POS and, as such, it will receive compensation in connection with that transaction as well as for acting as Dealer Manager in connection with this Invitation.

18. Information Agent and Tender Agent
The Authority and the City have retained Globic Advisors to serve as Information Agent and Tender Agent in connection with this Invitation. The Authority and the City have 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 out-of-pocket costs and expenses relating to this Invitation. 139259420.6
16 19. Soliciting Dealer Fees; Eligible Institutions Are Not Agents [Confirm if needed for this transaction] The Authority and the City agree to pay or caused to be paid to any commercial bank or trust company having an office, branch or agency in the United States, and any firm which is a member of a registered national securities exchange or of the Financial Industry Regulatory Authority (an “Eligible Institution”), a solicitation fee of $[___] per $1,000 on the principal amount of Target Bonds purchased from each of its Retail Customers by the Authority pursuant to this Invitation. A “Retail Customer” is an individual who owns less than $250,000 principal amount of Target Bonds and manages his or her own investments or an individual who owns less than $250,000 principal amount of Target Bonds whose investments are managed by an investment manager or bank trust department that holds the investments of that individual in a separate account in the name of that individual.

The Solicitation Fee Payment Request Form, attached hereto as Appendix C, must be returned to the Information Agent and Tender Agent no later than 5:00 p.m., New York City time, on or before the second business day following the Expiration Date, unless earlier terminated or extended. No payment of a solicitation fee will be made on requests received after this time. No solicitation fee will be paid on requests improperly submitted or for Target Bonds not purchased by the Authority and the City.

Eligible Institutions are not agents of the Authority or the City for this Invitation.

20. Miscellaneous
The Invitation is not being made to, and offers will not be accepted from or on behalf of, Bondowners in any jurisdiction in which this Invitation or the acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions whose laws require the Invitation to be made through a licensed or registered broker or dealer, the Invitation is being made on behalf of the Authority and the City by the Dealer Manager.

No one has been authorized by the Authority, the City, the Dealer Manager or the Information Agent and Tender Agent to recommend to any Bondowners whether to offer Target Bonds for purchase pursuant to this Invitation. No one has been authorized 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 Authority, the City, the Dealer Manager or the Information Agent and Tender Agent.
139259420.6
17 None of the Authority, the City, the Dealer Manager or the Information Agent and Tender Agent makes any recommendation that any Bondowner offer and tender or refrain from offering and tendering all or any portion of such Bondowner’s Target Bonds for purchase. Bondowners must make these decisions and should consult with their broker, account executive, financial advisor, attorney and/or other appropriate professionals.

ANAHEIM HOUSING AND PUBLIC

IMPROVEMENTS AUTHORITY
By: /s/ Deborah A. Moreno
Deborah A. Moreno
Treasurer and Auditor

CITY OF ANAHEIM
By: /s/ Brian Beelner
Brian Beelner
Public Utilities Assistant General Manager –
Finance and Energy Resources
139259420.6
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APPENDIX A

FORM OF

NOTICE OF PURCHASE PRICES
relating to the

INVITATION TO TENDER BONDS
made by the

ANAHEIM HOUSING AND PUBLIC

IMPROVEMENTS AUTHORITY
and the

CITY OF ANAHEIM
The purpose of this Notice of Purchase Prices, dated ________ , 2024 (the “Notice of Purchase Prices”) is to either confirm or amend the Fixed Spreads for the Taxable Target Bonds and the Offer Purchase Prices for the Tax-Exempt Target Bonds subject to the Invitation. All other terms relating to the Invitation (hereinafter defined) remain unchanged.

Pursuant to the Invitation to Tender, dated [_______], 2024 (as it may be amended or supplemented, the “Invitation”) made by the Anaheim Housing and Public Improvements Authority (the “Authority”) and the City of Anaheim (the “City”), the Preliminary Official Statement dated [_______], 2024, relating to the Authority’s bonds (the “2024-A Bonds POS”), and this Notice of Purchase Prices, the Authority and the City invited the beneficial owners (the “Bondowners”) of the outstanding bonds listed and maturing on the dates set forth in the tables herein (the “Target Bonds”) to offer to sell their Target Bonds for cash, (i) with respect to the Taxable Target Bonds, at the applicable purchase prices based on a fixed spread to be added to the yields on certain benchmark United States Treasury Securities set forth in this Notice of Purchase Prices, and (ii) with respect to the Tax-Exempt Target Bonds, at the applicable purchase prices set forth in this Notice of Purchase Prices, plus, in each case, accrued interest 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 Authority and City retain the right to extend the Invitation by notice given to the Information Services at any time but no later than the first Business Day following the previously scheduled Expiration Date, or to amend the terms of the Invitation (including a waiver of any term) in any material respect, provided, that the Authority shall provide notice of any amendment or waiver to the Information Services, all as provided in the Invitation. In such event, any offers submitted with respect to the affected Target Bonds prior to such change in the Offer Purchase Price or Fixed Spreads for such Target Bonds pursuant to the Invitation 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 and the Preliminary Official Statement are 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, Globic Advisors, at www.globic.com/ahpia.

The ability of Bondowners to accept the invitation of the Authority expires at 5:00 p.m., New York City time, on ____________, 2024.
139259420.6
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Any questions can be directed to the Information Agent and Tender Agent, Globic Advisors, at 1-212-227-9699
Attention: Robert Stevens
[email protected]
Dated: _______, 2024
139259420.6
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INVITATION TO TENDER FOR PURCHASE – YIELD SPREADS (TAXABLE TARGET BONDS) Pursuant to the Invitation, the Fixed Spreads for the Taxable Target Bonds are listed below. The Offer Purchase Price to be paid on the Settlement Date excludes accrued interest on the Taxable Target Bonds tendered for purchase, which interest will be paid to but not including the Settlement Date in addition to the Offer Purchase Price.
[INSERT TABLES]
The yields on the Benchmark Treasury Securities will be determined at approximately 10:00 AM New York City time on _________, 2024, and the Notice of Taxable Target Bonds Purchase Price will be made available on that date in accordance with the Invitation.

Example based on the following closing yields for the Benchmark Treasury Securities as of [_________], 2024 and the Fixed Spreads: The tables below provide an example of the Offer Purchase Price realized by a Bondholder that submits an offer based on the following yields for the Benchmark Treasury Securities as of [_________], 2024 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 that may be paid by the Authority.

Based on these Benchmark Treasury Security yields, the following Offer Purchase Prices would be derived:
[INSERT TABLES]
As a measure of the sensitivity of the Purchase Yield to changes in the yield on the Benchmark Treasury Security, the following table shows the impact on the Purchase Yield of a [0.10% (10 basis point)] movement in the yield on the Benchmark Treasury Security [INSERT TABLES]
INVITATION TO TENDER FOR PURCHASE – PURCHASE PRICES (TAX-EXEMPT TARGET BONDS) Pursuant to the Invitation, the Offer Purchase Prices for the Tax-Exempt Target Bonds are listed below.
[INSERT TABLES]
139259420.6
B-1

APPENDIX B

PRELIMINARY OFFICIAL STATEMENT
139259420.6
C-1

APPENDIX C

SOLICITATION FEE PAYMENT REQUEST FORM
with respect to the

INVITATION TO TENDER BONDS

MADE BY THE

ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY
AND

THE CITY OF ANAHEIM
dated [_______], 2024
regarding certain of its
California Municipal Finance Authority
Revenue Refunding Bonds, Series 2015-B
(City of Anaheim Electric Utility Distribution System Refunding and Improvements) Anaheim Housing and Public Improvements Authority
Revenue Bonds, Series 2020-A
(Electric Utility Distribution System Improvements)
Anaheim Housing and Public Improvements Authority
Revenue Refunding Bonds, Series 2020-B
(Electric Utility Distribution System Refunding) (Taxable) Anaheim Housing and Public Improvements Authority
Revenue Refunding Bonds, Series 2020-C
(Electric Utility Distribution System Refunding)
Anaheim Housing and Public Improvements Authority
Revenue Refunding Bonds, Series 2022-D
(Electric Utility Distribution System Refunding) (Taxable) The Anaheim Housing and Public Improvements Authority (the “Authority”) and the City of Anaheim (the “City”) have agreed to pay or caused to be paid to any commercial bank or trust company having an office, branch or agency in the United States, and any firm which is a member of a registered national securities exchange or of the Financial Industry Regulatory Authority (an “Eligible Institution”), a solicitation fee of $[___] per $1,000 on the principal amount of Target Bonds purchased from each of its Retail Customers by the Authority and the City pursuant to the Invitation to Tender Bonds made by the Authority and the City, dated [_______], 2024 (the “Invitation”). A “Retail Customer” is an individual who owns less than $250,000 principal amount of Target Bonds and manages his or her own investments or an individual who owns less than $250,000 principal amount of Target Bonds whose investments are managed by an investment manager or bank trust department that holds the investments of that individual in a separate account in the name of that individual.

Eligible Institutions must submit to the Information Agent requests for payment of solicitation fees on a Solicitation Fee Payment Request Form no later than 5:00 p.m. on the first business day following the Expiration Date (the Expiration Date is presently set for ____________, 139259420.6
C-2
2024), unless earlier terminated or extended. No solicitation fee will be paid on requests received after this time.

No solicitation fee will be paid on requests submitted on an improperly completed Solicitation Fee Payment Request Form. Electronic copies of the completed Solicitation Fee Payment Request Forms may be submitted via email to the Information Agent and Tender Agent at [email protected].

FAILURE TO COMPLETE ALL SECTIONS WILL RESULT IN NONPAYMENT. EACH

SOLICITATION FEE PAYMENT REQUEST FORM MUST BE ELECTRONICALLY SIGNED BY A REGISTERED REPRESENTATIVE.

Each completed Solicitation Fee Payment Request Form constitutes a representation by the registered representative completing such form that such representative is a registered employee of their firm, which is a financial institution described in the first paragraph, that such representative personally solicited the Invitation from their firm’s retail customer and, with respect to any tender Invitation, such representative has reviewed this transaction with their customer, and on behalf of their firm, such representative requests payment of the resulting solicitation fee.

Each completed Solicitation Fee Payment Request Form constitutes a representation that (i) in making solicitations, I and my firm did not use any materials other than the Invitation, (ii) my firm is entitled to this solicitation fee under the terms and conditions described above, and (iii) if my firm is a foreign broker or dealer not eligible for membership in the NASD, it has agreed to conform to the NASD’s Rules of Fair Practice in making a solicitation outside the United States to the same extent as though it was a NASD member.

All questions as to the validity, form and eligibility (including the time of receipt) of the Solicitation Fee Payment Request Form will be determined by the Authority and the City, in its sole discretion, which determination will be final, conclusive and binding. None of the Authority, the City, the Dealer Manager, the Information Agent or any other person is under any duty to give notification of any defects or irregularities in any Solicitation Fee Payment Request Form or incur any liability for failure to give this notification.
139259420.6
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SOLICITATION FEE PAYMENT REQUEST FORM
As described in the Invitation, the Authority and the City will pay a soliciting dealer fee of $[___] per $1,000 of up to the first $250,000 par amount of Target Bonds that is validly tendered and accepted for payment to soliciting dealers that are appropriately designated by their clients to receive this fee. The soliciting dealer fee will only be paid to each designated soliciting dealer for each Bondowner that owns and submits Target Bonds with an aggregate principal amount of no more than $250,000. In order to be eligible to receive the soliciting dealer fee, this form, properly completed, must be received by the Information Agent and Tender Agent no later than 5:00 p.m., New York City time, on the first business day following the Expiration Date of the Invitation. The Authority and the City reserve the right to audit any soliciting dealer to confirm bona fide submission of this form. The Authority and the City shall, in their sole discretion, determine whether a soliciting dealer has satisfied the criteria for receiving a soliciting dealer fee (including, without limitation, the submission of the appropriate documentation without defects or irregularities and in respect of bona fide tenders). Such soliciting dealer fee will be paid within a reasonable amount of time after the Settlement Date. Neither the Authority or the City will reimburse a soliciting dealer for any expenses it incurs in connection with the Invitation. No brokerage commissions are payable by Bondowners to the Dealer Manager, the Information Agent and Tender Agent, the City or the Authority. Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Invitation.

Name of Firm: ________________________________________________________________________ DTC Participant Number: _______________________________________________________________ Authorized Contact: ___________________________________________________________________ Telephone Number of Broker: ___________________________________________________________ Address of Broker: ____________________________________________________________________ E-Mail: _____________________________________________________________________________ Signature: _______________________________________ Date: _______________________________

MEDALLION STAMP BELOW
Deliver this executed Solicitation Fee Payment Request Form to the Information Agent and Tender Agent prior to the first business day following the Expiration Date. 139259420.6
C-4

SCHEDULE OF TARGET BONDS SUBJECT TO THE SOLICITATION TERMS Please complete the following.
**If available, please submit your schedule as formatted below in MS Excel** Please follow the same line headers as listed below. Schedules may be e-mailed to [email protected] with the completed Solicitation Fee Payment Request Form attached or to follow.

CUSIP Par Amount VOI Number Client Name/ Account #
(Optional)
TOTAL
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SOLICITATION FEE PAYMENT INSTRUCTIONS
Please choose payment delivery method.

Delivery Via Check 
Issue Check to:

Name of Firm:

Attention:

Address:

Phone Number:

Taxpayer Identification:

Delivery Via Wire 
Bank Name:

City, State:

ABA or Bank Number:

Swift Code:

Account Name:

Account Number:

Re:

Taxpayer ID Number:
------------------------------------------------------------------------------------------------------------------------------- ------
The acceptance of compensation by such soliciting dealer will constitute a representation by it that (1) it has complied with applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder, in connection with such solicitation; (2) it is entitled to such compensation for such solicitation under the terms and conditions of the Invitation; (3) in soliciting a tender of Target Bonds, it has used no solicitation materials other than the Invitation furnished by the Authority and the City; (4) it has complied with all instructions from the Dealer Manager in connection with the Invitation; and (5) if it is a foreign broker or dealer not eligible for membership in the Financial Industry Regulatory (the “FINRA”), it has agreed to conform to the FINRA’s Rules of Fair Practice in making solicitations.

Anaheim City CouncilJuly 16, 2024

Anaheim City Council
July 16, 2024