305621168.4
INVITATION TO TENDER WATER REVENUE 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 (iv) herein of the
Anaheim Housing and Public Improvements Authority
Revenue Refunding Bonds, Series 2020-B
(Water System Refunding) (Taxable)
Anaheim Housing and Public Improvements Authority
Revenue Bonds, Series 2022-A
(Water System Project)
Anaheim Housing and Public Improvements Authority
Revenue Refunding Bonds, Series 2022-B
(Water System Refunding) (Taxable)
Anaheim Housing and Public Improvements Authority
Revenue Refunding Bonds, Series 2022-C
(Water System Refunding)
THIS INVITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON [OCTOBER 2], 2026 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 as described herein, plus accrued interest on the Target Bonds tendered for purchase to but not including the Settlement Date as described herein (“Accrued Interest”), all on the terms and conditions set forth in more detail below (as supplemented and amended, the “Invitation”).
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 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 set forth on those pages 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”) the Offer Purchase Prices are set forth on pages (iii) and (iv) of this Invitation.
The purchase of any Target Bonds pursuant to the Invitation is contingent on the issuance of the Authority’s Revenue Refunding Bonds, Series 2026-A (Water System Refunding) (the “2026-A Bonds”) and on the Authority determining in its reasonable discretion that it will receive sufficient economic benefit as a 305621168.4
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 14 (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 2026-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 [September 16], 2026, (as may be amended and supplemented) (the “2026-A Bonds POS”). The 2026-A Bonds POS is incorporated by reference herein and is available at the Information Services (as defined herein).
If the 2026-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 2026-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 either 2026-A Bond proceeds or 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 2026-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 (all such Target Bonds, the “Unpurchased Bonds”) will remain outstanding, as described under the caption “PLAN OF REFUNDING” in the 2026-A Bonds POS. However, the Authority anticipates that all or a portion of the Unpurchased Bonds may be defeased to their first optional call date and redeemed on such date from proceeds of the Authority’s Revenue Refunding Bonds, Series 2026-B (Water System Refunding) (Forward Delivery) (the “2026 Forward Delivery Bonds”), which are expected to price concurrently with the 2026-A Bonds and to be issued by the Authority on or about [_______, 2027]. 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 2026-A Bonds POS, and are advised to consult their broker, account executive, financial advisor, attorney or other professionals. This Invitation and the 2026-A Bonds POS, collectively, shall constitute an invitation to Bondowners to offer to tender their Target Bonds for purchase.
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. 305621168.4
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............................................................................... [September 22], 2026 Withdrawal Deadline ................................................................ [October 5], 2026 at 5:00 p.m.
Expiration Date ......................................................................... [October 5], 2026 at 5:00 p.m.
Preliminary Acceptance Date [October 6], 2026
Determination of Taxable Target Bonds Purchase Prices [October 7], 2026 at 10:00 a.m.
Notice of Taxable Target Bonds Purchase Price, Final Acceptance Date and Final Acceptance Notice
[October 7], 2026
Settlement Date.......................................................................... [October 21], 2026 The Dealer Manager for this Invitation is
RBC CAPITAL MARKETS
Contact your RBC Capital Markets representative:
Brookfield Place 200 Vesey Street, 8th Floor
New York, NY 10281
Attn: Liability Management Team
Call: (212) 618-7843
Call toll-free: (877) 381-2099
Email: [email protected]
The Information Agent and Tender Agent for this Invitation is
GLOBIC ADVISORS
7777 Glades Road, Suite 100
Boca Raton, FL 33434
Attn: Robert Stevens
Call: (212) 227-9622,
Email: [email protected]
Document Website: www.globic.com/ahpia
The date of this Invitation to Tender is [September 22], 2026. (i)
TAXABLE TARGET BONDS SUBJECT TO INVITATION TO TENDER FOR CASH [Anaheim Housing and Public Improvements Authority
Revenue Refunding Bonds, Series 2020-B
(Water System Refunding) (Taxable)(1)
(the “Series 2020-B Bonds”)]
Maturity
Date
(October 1)
Interest
Rate
Par Amount
Outstanding
CUSIP
(Base No.
032556)
(2)
Benchmark
Treasury
Security (3)
Fixed
Spread
(Basis
Points) (4)
2027 1.998% $1,670,000 FB3
2028 2.123 1,700,000 FC1
2029 2.203 1,745,000 FD9
2030 2.273 1,785,000 FE7
2031 2.453 1,825,000 FF4
2032 2.553 1,875,000 FG2
2033 2.573 1,920,000 FH0
2034 2.673 1,985,000 FJ6
2035 2.703 2,035,000 FK3
2038T 3.033 6,485,000 FL1
____________
(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.
(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)
The yield on each Benchmark Treasury Security to be used in establishing the Offer Purchase Price for the Taxable Target Bonds will be based on the bid-side price of the applicable Benchmark Treasury Security as quoted on the Bloomberg Bond Trader FIT1 series of pages at 10:00 a.m., New York City time, on [October 7], 2026, and calculated in accordance with standard market practice. (4)
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.
T
Term Bonds
(ii)
Anaheim Housing and Public Improvements Authority
Revenue Refunding Bonds, Series 2022-B
(Water System Refunding) (Taxable)(1)
(the “Series 2022-B 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)
Fixed Spread
(Basis Points)
(4)
2027 3.102% $4,655,000 KH4
2028 3.139 4,800,000 KJ0
2029 3.239 4,950,000 KK7
2030 3.240 5,105,000 KL5
2031 3.340 5,275,000 KM3
2032 3.440 5,460,000 KN1
2033 3.590 1,270,000 KP6
2034 3.740 1,315,000 KQ4
2035 3.840 1,365,000 KR2
2042T 4.093 16,065,000 KS0
2049T 4.295 22,770,000 KT8
____________
(1) The Series 2022-B 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-B 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)
The yield on each Benchmark Treasury Security to be used in establishing the Offer Purchase Price for the Taxable Target Bonds will be based on the bid-side price of the applicable Benchmark Treasury Security as quoted on the Bloomberg Bond Trader FIT1 series of pages at 10:00 a.m., New York City time, on [October 7], 2026, and calculated in accordance with standard market practice. (4)
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.
T
Term Bonds
(iii)
TAX-EXEMPT TARGET BONDS SUBJECT TO INVITATION TO TENDER FOR CASH Anaheim Housing and Public Improvements Authority
Revenue Bonds, Series 2022-A
(Water System Project)
(the “Series 2022-A Bonds”)
Maturity
Date
(October 1)
Interest
Rate
Optional
Redemption
Date
(October 1)
Par Amount
Outstanding
CUSIP
(Base No.
032556)
(1)
Offer
Purchase
Prices as a
Percentage
of Par (2)
2027 5.00% N/A $ 810,000 JK9
2028 5.00 2027 850,000 JL7
2029 5.00 2027 895,000 JM5
2030 5.00 2027 940,000 JN3
2031 5.00 2027 985,000 JP8
2032 5.00 2027 1,040,000 JQ6
2033 5.00 2027 1,090,000 JR4
2034 5.00 2027 1,145,000 JS2
2035 5.00 2027 1,205,000 JT0
2036 5.00 2027 1,270,000 JU7
2037 5.00 2027 1,335,000 JV5
2038 5.00 2027 1,400,000 JW3
2039 5.00 2027 1,475,000 JX1
2040 5.00 2027 1,550,000 JY9
2041 5.00 2027 1,630,000 JZ6
2042 5.00 2027 1,710,000 KA9
2047T 5.00 2027 9,970,000 KB7
2052T 5.00 2027 12,800,000 KC5
____________
(1) 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.
(2)
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.
T
Term Bonds
(iv)
(continued)
TAX-EXEMPT TARGET BONDS SUBJECT TO INVITATION TO TENDER FOR CASH Anaheim Housing and Public Improvements Authority
Revenue Refunding Bonds, Series 2022-C
(Water System Refunding)
(the “Series 2022-C Bonds” and, together with the Series 2022-A Bonds, the “Tax-Exempt Target Bonds”)
Maturity Date
(October 1)
Interest
Rate
Optional
Redemption
Date
(October 1)
Par Amount
Outstanding
CUSIP
(Base No.
032556)
(1)
Offer
Purchase
Prices as a
Percentage
of Par (2)
2027 5.00% N/A $ 990,000 KY7
2028 5.00 2027 1,050,000 KZ4
2029 5.00 2027 1,100,000 LA8
2030 5.00 2027 1,165,000 LB6
2031 5.00 2027 1,225,000 LC4
2032 5.00 2027 1,290,000 LD2
2033 5.00 2027 1,360,000 LE0
2034 5.00 2027 1,430,000 LF7
2035 5.00 2027 1,510,000 LG5
2036 5.00 2027 1,595,000 LH3
2037 5.00 2027 1,680,000 LJ9
2038 5.00 2027 1,770,000 LK6
2039 5.00 2027 5,795,000 LL4
2040 5.00 2027 6,085,000 LM2
____________
(1) 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.
(2)
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. 305621168.4
IMPORTANT INFORMATION
This Invitation and other information with respect to the Invitation are available from the Dealer Manager and the Information Agent at www.globic.com/ahpia, and will also be made available on EMMA.
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, amend or otherwise modify or waive any terms or conditions of this Invitation as described herein. The obligation of the Authority to accept offered Target Bonds or to purchase the Target Bonds offered and accepted for purchase is subject to the conditions set forth herein, including the Financing Conditions. The Authority and the City further reserve the right to accept nonconforming offers of Target Bonds or waive irregularities in any offer of Target Bonds. The Authority and the City reserve the right to make a future tender invitation for bonds at prices different than the Offer Purchase Prices described herein or a future invitation to exchange bonds for new bonds with terms different than the terms described herein. The Authority will have no obligation to purchase the Target Bonds tendered pursuant to the Invitation. The Authority and the City further reserve the right to waive any irregularities or defects in any tendered bonds 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 2026-A Bonds POS, incorporated by reference herein, 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 305621168.4
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.
305621168.4
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....................................................................................................................................... 5
5. Provisions Applicable to all Offers............................................................................................... 7
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. Sinking Fund Amortization of Certain Unpurchased Target Bonds............................................. 9
10. Acceptance of Offers for Purchase ............................................................................................... 9
11. Acceptance of Offers Constitutes Agreement............................................................................. 10
12. Settlement Date; Purchase of Target Bonds ............................................................................... 10
13. Source of Funds .......................................................................................................................... 11
14. Conditions to Purchase ............................................................................................................... 11
15. Extension, Termination and Amendment of Invitation .............................................................. 12
16. Certain Federal Income Tax Consequences................................................................................ 13
17. Additional Considerations .......................................................................................................... 14
18. The Dealer Manager ................................................................................................................... 15
19. Information Agent and Tender Agent......................................................................................... 16
20. Miscellaneous ............................................................................................................................. 16 305621168.4
1 INVITATION TO TENDER WATER REVENUE 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 cash at the applicable tender offer purchase prices as described herein, plus accrued interest on the Target Bonds tendered for purchase to but not including the Settlement Date as described herein ("Accrued Interest"), all on the terms and conditions set forth in more detail below (as supplemented and amended, the “Invitation”).
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 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 set forth on those pages 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”) the Offer Purchase Prices are set forth on pages (iii) and (iv) of this Invitation.
The purchase of any Target Bonds pursuant to the Invitation is contingent on the issuance of the Authority’s Revenue Refunding Bonds, Series 2026-A (Water System Refunding) (the “2026-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 14 (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 2026-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 [September 22], 2026 (as may be amended and supplemented) (the “2026-A Bonds POS”). The 2026-A Bonds POS is incorporated by reference herein and is available at the Information Services (as defined herein).
The Target Bonds that are [Anaheim Housing and Public Improvements Authority Revenue Refunding Bonds, Series 2020-B (Water System Refunding) (Taxable) were issued by the Authority on March 4, 2020 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 trustee, relating to such Target Bonds.] The Target Bonds that are Anaheim Housing and Public Improvements Authority Revenue Bonds, Series 2022-A (Water System Project), the Anaheim Housing and Public Improvements Authority Revenue Refunding Bonds, Series 2022-B (Water System Refunding) (Taxable) and the Anaheim Housing and Public Improvements Authority Revenue Refunding Bonds, Series 2022-C (Water System Refunding) were 305621168.4
2 issued by the Authority on April 12, 2022 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 2026-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 2026-A Bonds POS. However, the Authority anticipates that all or a portion of the Unpurchased Bonds may be defeased to their first optional call date and redeemed on such date from proceeds of the Authority’s Revenue Refunding Bonds, Series 2026-B (Water System Refunding) (Forward Delivery) (the "2026 Forward Delivery Bonds"), which are expected to price concurrently with the 2026-A Bonds and to be issued by the Authority on or about [_______, 2027]. The Authority also reserves the right in the future to purchase and/or refund any remaining portion of outstanding Target Bonds.
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.
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 2026-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 either 2026-A Bond proceeds or funds held by the Authority for such purpose. The purchase of any of the Target Bonds tendered for purchase pursuant to the Invitation is contingent on the issuance of the 2026-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 14, “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 [October 5], 2026 (as extended from time to time in accordance with this Invitation, the “Expiration Date”), and (ii) accepted by the Authority on or before [October 7], 2026 (as extended from time to time in accordance with this Invitation, the “Final Acceptance Date”), the Authority will purchase at the applicable Offer Purchase Prices such Target Bonds tendered for purchase on [October 21], 2026 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 2026-A Bonds will be issued or that any Target Bonds offered for purchase by a Bondowner will be purchased. See Section 10, “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 Bonds in any respect 305621168.4
3 and at any time prior to the Final Acceptance 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 Final Acceptance Date.
See Section 15, “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 10, “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. However, the Authority anticipates that all or a portion of the Unpurchased Bonds may be defeased to their first optional call date and redeemed on such date from proceeds of the 2026 Forward Delivery Bonds, which are expected to price concurrently with the 2026-A Bonds and to be issued by the Authority on or about [_______, 2027].
Further details concerning the Authority’s and the City’s debt refunding plan are contained in the 2026-A Bonds POS. See also Section 17, “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 2026-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 RBC Capital Markets 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 2026-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; and (iii) by posting electronically on the website of the Information Agent at www.globic.com/ahpia (collectively, the “Information Services”). Delivery by the Authority of information to any Information Services will be 305621168.4
4 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 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 2026-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 [October 5], 2026, 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 15, “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.
305621168.4
5 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.”
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 on pages (i) and (ii) of this Invitation. 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 on pages (iii) and (iv) of this Invitation.
Determination of Offer Purchase Price for Taxable Target Bonds.
The applicable Fixed Spread for a CUSIP of each Taxable Target Bond 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 to be used in establishing the Offer Purchase Price for the Taxable Target Bonds will be based on the bid-side price of the applicable Benchmark Treasury Security as quoted on the Bloomberg Bond Trader FIT1 series of pages at 10:00 a.m., New York City time, on [October 7], 2026, and calculated in accordance with standard market practice.
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
The Authority will publish a Preliminary Acceptance Notice on or about [October 6], 2026 (the "Preliminary Acceptance Date”). The Authority will determine the preliminary Principal Amount (if any) of the Target Bonds of a CUSIP that it wishes to purchase, which meets the Financing Conditions.
Notice of the preliminary Principal Amount of the Target Bonds (if any) for each CUSIP that the Authority will initially agree to purchase will be provided to the Information Services on the Preliminary Acceptance Date.
The Principal Amount (if any) for the Target Bonds of a CUSIP in the Preliminary Acceptance Notice are preliminary and subject to change. The final Principal Amount (if any) for the Target Bonds of a CUSIP accepted for purchase will be announced on the Final Acceptance Date.
The Authority will publish a Notice of Taxable Target Bonds Purchase Price on [October 7], 2026.
The Authority will publish a Final Acceptance Notice on the Final Acceptance Date. The Authority will make a final determination of the Principal Amount (if any) of the Target Bonds of a CUSIP that it will purchase from among those 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 Target 305621168.4
6 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 Target Bonds that were initially accepted for purchase. Notice of the Principal Amount of the Target Bonds (if any) for each CUSIP that the Authority will agree to purchase will be provided to the Information Services on the Final Acceptance Date.
Determination of Offer Purchase Price for Tax-Exempt Target Bonds. The Offer Purchase Prices for each CUSIP for the Tax-Exempt Target Bonds tendered and accepted for purchase pursuant to this Invitation are set forth on pages (iii) and (iv) of this Invitation.
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 15, “Extension, Termination and Amendment of Invitation,” hereof, the Authority and the City may revise the terms of this Invitation prior to the Final 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 Final Acceptance Date. If the Authority and the City change the Offer Purchase Price or Fixed Spreads for any of the Target Bonds pursuant to the Invitation, the Authority shall provide notice thereof (as described in Section 2) no less than two (2) business days prior to the Expiration Date, as extended. In such event, any offers submitted with respect to the affected Target Bonds prior to such change in the Offer Purchase Prices or Fixed Spreads 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 Expiration Date as described in Section 8, “Withdrawals of Offers Prior to Expiration Date; Irrevocability of Offers on Expiration Date,” hereof.
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.
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:
305621168.4
7 (a) the Bondowner has received, and has had the opportunity to review, this Invitation and the 2026-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 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.
305621168.4
8 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.
The Authority reserves the right to reject any and all tenders in its sole discretion, subject to the terms and conditions of this Invitation.
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 [October 5], 2026 (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.
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.
9. Sinking Fund Amortization of Certain Unpurchased Target Bonds The Authority’s [Anaheim Housing and Public Improvements Authority Revenue Refunding Bonds, Series 2020-B (Water System Refunding) (Taxable) maturing on October 1, 2038, its] Anaheim Housing and Public Improvements Authority Revenue Bonds, Series 2022-A (Water System Project) maturing on October 1, 2047 and October 1, 2052, and its Anaheim Housing and Public Improvements 305621168.4
9 Authority Revenue Refunding Bonds, Series 2022-B (Water System Refunding) (Taxable) maturing on October 1, 2042 and October 1, 2049 (collectively, the “Target Term Bonds”) are subject to mandatory sinking fund redemption in specified annual principal amounts prior to their respective maturity dates. Since fewer than all of such Target Term Bonds may be purchased pursuant to this Invitation, if any of such Target Term Bonds are purchased, each of the original principal amounts to be redeemed on each mandatory sinking fund redemption date or paid at maturity of such Target Term Bonds may be reduced. The Authority and the City are permitted to and intend to apply purchases of such Target Term Bonds to any sinking fund redemption requirement of its choosing including, without limit, to the earliest sinking fund requirements.
Such application would result in the extension of the average life of such Unpurchased Bonds. As such, those Unpurchased Bonds will continue to be subject to the mandatory sinking fund redemption in annual amounts that will be reflected on a revised mandatory sinking fund redemption schedule. Notwithstanding the foregoing, as disclosed in the official statements for the Taxable Target Bonds that are Target Term Bonds, if less than all of such Taxable Target Bonds of a maturity are called for prior redemption, the particular Taxable Target Bonds or portions thereof to be redeemed are to be selected pro rata, subject to the authorized denominations applicable to such Taxable Target Bonds. For so long as a book-entry only system is in effect and DTC is the sole registered owner of such Taxable Target Bonds, partial redemptions are expected to be processed by DTC on a pro rata pass-through distribution of principal basis in accordance with DTC's rules and procedures. In the event of such a partial redemption, the security position at DTC will not be reduced but the balance will be subject to adjustment by a factor to be provided to DTC by the applicable trustee. Neither the Authority, the City nor the applicable trustee can provide any assurance that DTC, its direct and indirect participants, or any other intermediary will allocate redemptions of such Taxable Target Bonds on a pro rata pass-through distribution of principal basis. If the DTC operational arrangements do not allow for redemption on a pro rata pass-through distribution of principal basis, or if the applicable trustee fails to identify such Taxable Target Bonds as being subject to a pro rata pass-through distribution of principal and/or fails to furnish the appropriate factor to DTC, then such Taxable Target Bonds will be selected for redemption, in accordance with DTC procedures, by lot. It is the Authority's and the City's intent that redemption allocations of such Taxable Target Bonds be made on a pro rata passthrough distribution of principal basis; however, any failure to do so shall not affect the sufficiency or the validity of the related redemption of such Taxable Target Bonds.
10. Acceptance of Offers for Purchase
On the Final Acceptance Date (i.e., [October 7], 2026, 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 11, “Acceptance of Offers Constitutes Agreement” and Section 14, “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 305621168.4
10 by the Authority divided by the aggregate Principal Amount of such Target Bonds tendered for purchase (each a “Proration Factor”). 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 Proration Factor that permits it to accept the amount of Target Bonds it has determined to purchase. 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.
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.
Any Target Bonds not accepted for purchase as a result of the procedures described herein will be returned to tendering institutions promptly in accordance with DTC’s 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 14, “Conditions to Purchase” below. The Authority and the City reserve 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 Final Acceptance Date in its sole discretion. This Invitation may be withdrawn by the Authority and the City at any time prior to the Final Acceptance Date.
11. 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 14, “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 Final 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.
12. 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. The Settlement Date has initially been set as [October 21], 2026, 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.
305621168.4
11 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 _______, 2026. 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 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.
13. 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 2026-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 either 2026-A Bond proceeds or funds held by the Authority for such purpose. The Authority’s ability to settle the purchase of Target Bonds tendered for purchase is contingent upon the successful delivery of its 2026-A Bonds and the other conditions set forth herein.
14. 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 2026-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; 305621168.4
12 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 2026-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 2026-A Bonds;
f. A material change in the net benefits of the transaction contemplated by this Invitation and the 2026-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 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 14, “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.
15. Extension, Termination and Amendment of Invitation
The Authority may revise the terms of this Invitation prior to the Final Acceptance Date.
Through and including the Final 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 Final 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 Final 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. 305621168.4
13 If the Authority and the City amend the terms of this Invitation, including any decrease to an Offer Purchase Price or any increase in a Fixed Spread for any of the Target Bonds after the date of this Invitation, or 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 two (2) 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. In 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 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.
[Dealer Manager to reconsider deletion]
1 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.
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.
16. Certain Federal Income Tax Consequences
The following is a general summary of certain U.S. federal income tax consequences for tendering Bondowners. 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 its 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; broker-dealers; partnerships and other entities classified as partnerships for U.S. federal income tax purposes; and persons who have hedged the risk of owning Target Bonds). Tendering 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 for general information only and is not tax advice. Accordingly, each investor should consult its own tax advisor as to particular tax consequences to it of tendering its Target Bonds, including the applicability and effect of any state, local, or foreign tax laws, and of any proposed changes in applicable laws. 1 Note: Dealer Manager has requested to delete this notice, however, should there be a change that benefits the bondholders providing them with more money, could posting notice entice them to tender bonds if they haven’t already?
305621168.4
14 A Bondowner who tenders Target Bonds pursuant to the Tender Invitation will generally recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized by the Bondowner and the Bondowner’s adjusted tax basis in its tendered Target Bonds. In general, the amount realized by a Bondowner who tenders Target Bonds pursuant to the Tender Invitation will be the amount of money received by the Bondowner, exclusive of any amount paid for accrued interest.
Any gain or loss arising in connection with a taxable sale or exchange pursuant to the Tender Invitation may be capital gain or loss (either long-term or short-term, depending on the Bondowner’s holding period for the tendered Target Bonds) or may be ordinary income or loss, depending on the particular circumstances of the tendering Bondowner. 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 Bondowner 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 Bondowner: (i) fails to furnish such Bondowner’s social security number or other taxpayer identification number (“TIN”); (ii) furnishes an incorrect TIN; (iii) fails to report properly 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 Bondowner is not subject to backup withholding.
Bondowners should consult their own 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 Bondowner’s U.S. federal income tax liability.
17. 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. However, the Authority anticipates that all or a portion of the Unpurchased Bonds may be defeased to their first optional call date and redeemed on such date from proceeds of the 2026 Forward Delivery Bonds, which are expected to price concurrently with the 2026-A Bonds and to be issued by the Authority on or about [_______, 2027]. 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 average life of those Unpurchased Bonds that are term bonds subject to annual sinking fund redemptions may be extended. See Section 9, “Sinking Fund Amortization of Certain Unpurchased Target Bonds.”
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 305621168.4
15 indenture. Further details concerning the Authority’s debt refunding plan are contained in the 2026- A Bonds POS.
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.
Allocation of Series 2026-A Bonds for Bondholders of Targets Bonds. The Authority has advised RBC Capital Markets LLC, as underwriter (the “Underwriter”) for the 2026-A Bonds, that owners of Target Bonds accepted for purchase who also submit an order to purchase 2026-A Bonds will, subject to the following sentence, receive preference allocation up to the principal amount of Target Bonds that such Target Bondholder is tendering. The Underwriter may accept orders outside of such instructions with consent from the Authority or its municipal advisor if it is determined by the Authority to be in its best interest. Accounts may be asked to provide additional information to the Underwriter and/or the Authority.
18. The Dealer Manager
References in this Invitation to the Dealer Manager is to RBC Capital Markets 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. 305621168.4
16 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 2026-A Bonds as described in the 2026-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.
19. 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.
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.
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 305621168.4
17 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:
Deborah A. Moreno
Treasurer and Auditor
CITY OF ANAHEIM
By:
Brian Beelner
Acting Public Utilities General Manager