The Dealer Manager may contact Bondholders regarding this Invitation and may request brokers, dealers, custodian banks, depositories, trust companies and other nominees to forward this Invitation to beneficial owners of the Target Bonds.
The Dealer Manager and its affiliates together comprise a full-service financial institution engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The Dealer Manager and its affiliates may have, from time to time, performed and may in the future perform, various investment banking services for the Commission for which they received or will receive customary fees and expenses . In the ordinary course of their various business activities, the Dealer Manager and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities and financial instruments which may include bank loans and/or credit default swaps) for its own account and for the accounts of its customers and may at any time hold long and short positions in such securities and instruments . Such investment securities activities may involve securities and instruments of the Commission, including the Target Bonds. [As of the date of this Invitation, the Dealer Manager does not hold any Target Bonds for its own account.][to be confirmed] Affiliates of the Dealer Manager may have holdings of Target Bonds that they are unable to disclose for legal or regulatory reasons.
134831002.6 13
In addition to its role as Dealer Manager for the Target Bonds, Jefferies LLC is also serving as book-running lead Underwriter for the 2023 Refunding Bonds.
The Dealer Manager is not acting as a fin ancial or municipal advisor to the Commission in connection with this Invitation.
INFORMATION AGENT AND TENDER AGENT
The Commission has retained Globic Advisors to serve as Information Agent and Tender Agent for this Invitation. The Commission has agreed to pay the Information Agent and Tender Agent customary fees for its services and to reimburse the Information Agent and Tender Agent for its reasonable expenses relating to this Invitation .
MISCELLANEOUS
No one has been authorized by the Commission, the Dealer Manager or the Information Agent and Tender Agent to recommend to any Holders whether to tender Target Bonds in response to this Invitation or the amount of Target Bonds to tender, and none of the Commission, the Dealer Manager or the Information Agent and Tender Agent makes any recommendation that any Bondholder tender (or refrain from tendering) all or any portion of such Holder’s Target Bonds. No one has been authorized by the Commission, the Dealer Manag er or the Information Agent and Tender Agent to give any information or to make any representation in connection with this Invitation other than those contained in this Invitation. Any recommendation, information, and representations given or made cannot be relied upon as having been authorized by the Commission, the Dealer Manager or the Information Agent and Tender Agent.
Bondholders must make these decisions and should read this Invitation and consult with their broker, account executive, financial advisor, attorney or other appropriate professional in so doing.
The Information Agent and Tender Agent for this Invitation is:
Globic Advisors
Attn: Robert Stevens
485 Madison Ave, 7
th Floor
New York, New York 10022
Phone: (212) 227-9622
Email: [email protected]
The Dealer Manager for this Invitation is:
Jefferies LLC
Attn: Municipal Syndicate Desk
520 Madison Avenue
New York, New York 10022
Tel: (800) 567-8567
Email: [email protected]
Dated: [______ __], 2023
134831002.6 A-1
APPENDIX A
2023 PRELIMINARY OFFICIAL STATEMENT
[Attached]
134831002.6
B-1
APPENDIX B
FORM OF PRICING NOTICE
RELATING TO THE
INVITATION TO TENDER BONDS FOR PURCHASE DATED [JUNE 14], 2023 made by
PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO to the Holders described herein of all or any portion of the maturities of the
PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO SAN FRANCISCO WATER REVENUE BONDS, [___] SERIES [___], [___] SUB-SERIES [___], SAN FRANCISCO WATER REVENUE BONDS, [___] SERIES [___], [___] SUB-SERIES [___], SAN FRANCISCO WATER REVENUE BONDS, [___] SERIES [___], [___] SUB-SERIES [___], SAN FRANCISCO WATER REVENUE BONDS, [___] SERIES [___], [___] SUB-SERIES [___], SAN FRANCISCO WATER REVENUE BONDS, [___] SERIES [___], [___] SUB-SERIES [___], SAN FRANCISCO WATER REVENUE BONDS, [___] SERIES [___], [___] SUB-SERIES [___], SAN FRANCISCO WATER REVENUE BONDS, [___] SERIES [___], [___] SUB-SERIES [___],
The purpose of this Pricing Notice, dated [ June 16], 2023 (the “Pricing Notice”) is to either confirm or amend the Fixed Spreads for the Taxable Bonds and the Purchase Prices for the Tax -Exempt Bonds subject to the Invitation. [Except as provided below with respect to the Benchmark U.S. Treasury Securities, all] [All] other terms relating to the Invitation (hereinafter defined) remain unchanged.
Pursuant to the Invitation to Tender Bonds for Purchase dated [June 14], 2023 (as it may be amended or supplemented, the “ Invitation”), the Public Utilities Commissio n of the City and County of San Francisco (the “Commission”), invited offers to tender Target Bonds for cash, (a) with respect to the Taxable 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 Pricing Notice, and (b) with respect to the Tax -Exempt Bonds, at the applicable purchase prices set forth in this Pricing Notice. In each case, Accrued Interest on the Target Bonds tendered for purchase to but not including the Settlement Date also will be paid on the Settlement Date . All terms used herein and not otherwise defined are used as defined in the Invitation.
As set forth in the Invitation , the Commission retains the right to extend th e Invitation, or amend the terms of the Invitation (including a waiver of any term) in any material respect, provided, that the Commission shall provide notice of any such extension or amendment no less than five (5) business days prior to the Expiration D ate, as it may be extended. In such event, any offers submitted with respect to the affected Target Bonds prior to such change in the 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. [Bondholders should note that, as indicated herein, the Benchmark U.S. Treasury Security used to determine the Fixed Spreads have changed from those referenced in the Invitation .] The Invitation, including the Preliminary Official Statement relating to the Commission’s San Francisco Water Revenue Bonds, 2023 Series CD, 2023 Sub-Series C (Refunding) (WSIP) (Green Bonds) and 2023 Sub-Series D (Refunding) (Local Water) (together, the “2023 Refunding Bonds” ) is available: (i) at the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access website, currently located at http://emma.msrb.org, using the CUSIP numbers for the Target Bonds, and (ii) on the website of the Information Agent and Tender Agent at https://www.globic.com/[____].
Any questions are to be directed to the Information Agent and Tender Agent at (212) 227- 9622.
134831002.6
B-1
TENDER OFFER – YIELD SPREADS (TAXABLE BONDS)
Pursuant to the Invitation , the Fixed Spreads for the Taxable Bonds are listed below. The Purchase Price to be paid on the Settlement Date excludes Accrued Interest on the Taxable Bonds tendered for purchase, which interest will be paid to but not including the Settlement Date in addition to the Purchase Price. [INSERT TABLES]
The yields on the Benchmark U.S. Treasury Securities will be determined at approximately 10:00 AM on [Thursday, June 29], 2023, and the Notice of Taxable 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 U.S. Treasury Securit ies as of [_________], 2023 and the Fixed Spreads: The tables below provide an example of the Purchase Price realized by a Bondholder that submits an offer based on the following yields for the Benchmark U.S. Treasury Securities as of [_________], 2023 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 Purchase Price that may be paid by the Commission .
Based on these Benchmark U.S. Treasury Security yields, the following 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 U.S. 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 U.S. Treasury Security
[INSERT TABLES]
TENDER OFFER – PURCHASE PRICES (TAX-EXEMPT BONDS)
Pursuant to the Invitation , the Purchase Prices for the Tax -Exempt Bonds are listed below. The Purchase Price to be paid on the Settlement Date excludes Accrued Interest on the Tax -Exempt Bonds tendered for purchase, which interest will be paid to but not including the Settlement Date in addition to the Purchase Price. [INSERT TABLES]