Upon SMBC honoring any Drawing, the Stated Amount and the amount available to be drawn under the SMBC A-7 Letter of Credit for subsequent Drawings will be automatically decreased by an amount equal to the amount of such Drawing. In connection therewith, the Stated Amount and the amounts from time to time available to be drawn under the SMBC A-7 Letter of Credit (except in the case of the Final Acceleration Drawing or a Drawing resulting from the delivery of the Final Drawing Notice) will be increased when and to the extent, but only when and to the extent, (i) (A) of transfer by the Series A -7 Issuing and Paying Agent to SMBC on the date such Drawing is honored of proceeds of Series A-7 Notes
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issued on such date or (B) the Series A -7 Issuing and Paying Agent receives written notice from SMBC that SMBC has been reimbursed by or on behalf of the Commission for any amount drawn under the SMBC A-7 Letter of Credit, and (ii) that the Series A-7 Issuing and Paying Agent has not received from SMBC a No-Issuance Notice (as defined in the SMBC A-7 Letter of Credit) . Upon SMBC honoring the Final Acceleration Drawing, the Stated Amount shall be permanently reduced to zero and the Stated Amount shall no longer be reinstated.
The SMBC A-7 Letter of Credit will expire at 4:00 p.m., New York City time, on the date (the earliest of such dates to occur is referred to as the “Termination Date”) which is the earliest of (i) May 31, 2027 (the “Stated Expiration Date”) or such later date as is specified by SMBC in a written notice to the Series A-7 Issuing and Paying Agent, (ii) the later of (a) the date on which SMBC receives written notice from the Series A-7 Issuing and Paying Agent that an Alternate Facility as is specified in such notice (as defined in the Series A -7 Issuing and Paying Agent Agreement) has been substituted for the SMBC A-7 Letter of Credit in accordance with the Series A-7 Issuing and Paying Agent Agreement and (b) the effective date of such Alternate Facility (after SMBC honors any properly presented and conforming Drawing on or prior to such date), (iii) the date on which SMBC receives written notice from the Series A-7 Issuing and Paying Agent that there are no longer any Series A -7 Notes Outstanding within the meaning of the Series A-7 Issuing and Paying Agent Agreement nor does the Commission intend to issue any additional Series A-7 Notes under the Series A-7 Issuing and Paying Agent Agreement and that the Series A -7 Issuing and Paying Agent elects to terminate the SMBC A-7 Letter of Credit, (iv) the earlier of (a) the fifteenth (15th) calendar day after the date on which the Series A -7 Issuing and Paying Agent receives the Final Drawing Notice, and (b) the date on which the Drawing resulting from the delivery of the Final Drawing Notice is honored under the SMBC A-7 Letter of Credit, and (v) the date on which the Final Acceleration Drawing is honored under the SMBC A-7 Letter of Credit.
SMBC A-7 Reimbursement Agreement Events of Default
If any of the following events shall occur, each such event shall be an “Event of Default” under the SMBC A-7 Reimbursement Agreement:
(a) the Commission shall fail to pay, or cause to be paid, as and when due, (i) any Reimbursement Obligation (as defined in the SMBC A-7 Reimbursement Agreement), or (ii) any Obligation (as defined in the SMBC A-7 Reimbursement Agreement) (other than a Reimbursement Obligation) and, in such case, such failure shall continue for three (3) Business Days; (b) any representation or warranty made by or on behalf of the Commission in the SMBC A-7 Reimbursement Agreement or in any other Basic Document (as defined in the SMBC A-7 Reimbursement Agreement) or in any certificate or statement delivered thereunder shall be incorrect or untrue in any material respect when made or deemed to have been made or delivered; (c) the Commission shall default in the due performance or observance of certain covenants set forth in the SMBC A-7 Reimbursement Agreement; (d) the Commission shall default in the due performance or observance of any other term, covenant or agreement contained in the SMBC A-7 Reimbursement Agreement or any other Basic Document and such default shall remain unremedied for a period of thirty (30) days after the occurrence thereof;
(e) the Commission shall (i) have entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) become insolvent or shall not pay, or be unable to pay, or admit in writing its inability to pay, its debts generally as they become due,
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(iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property (as defined in the SMBC A-7 Reimbursement Agreement), (v) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate action in furtherance of any matter described in parts (i) through (v) above, or (vii) fail to contest in good faith any appointment or proceeding described in paragraph (f) below;
(f) a custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for the Commission or any substantial part of its Property, or a proceeding described in clause (e)(v) above shall be instituted aga inst the Commission and such proceeding continues undischarged or any such proceeding continues undismissed or unstayed for a period of thirty (30) or more days;
(g) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt (as defined in the SMBC A-7 Reimbursement Agreement) of the Commission by the Commission or any governmental authority with appropriate jurisdiction; (h) any material provision of the SMBC A-7 Reimbursement Agreement or any other Basic Document shall at any time for any reason cease to be valid and binding on the Commission for any reason or shall be declared by any court or other Governmental Authority with competent jurisdiction to be null and void, invalid, or unenforceable, or the validity or enforceability thereof shall be publicly contested by the Commission or by a Governmental Authority with competent jurisdiction, or the Commission shall deny that it has any further liability under the SMBC A-7 Reimbursement Agreement or any other Basic Document;
(i) dissolution or termination of the existence of the Commission; (j) the Commission shall (i) default on the payment of the principal of or interest on any Wastewater Enterprise Debt (as defined in the SMBC A-7 Reimbursement Agreement), beyond the period of grace, if any, provided in the instrument or agreement under which such Wastewater Enterprise Debt was created or incurred; or (ii) default in the observance or performan ce of any agreement or condition relating to any Wastewater Enterprise Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event shall occur or condition exist, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Wastewater Enterprise Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt; (k) the Commission shall (i) default on the payment of the principal of or interest on any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Debt (other than Wastewater Enterprise Debt) was created or incurred; or (ii) default in the observance or performance of any agreement or condition relating to any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event shall
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occur or condition exist, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Debt to become immediately due and payable in full as the result of the acceleration, mandat ory redemption or mandatory tender of such Wastewater Enterprise Debt;
(l) any final, unappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, in an aggregate amount not less than $10,000,000 shall be entered or filed against the Commission or against any of its Property and remain unpaid, unvacated, unbonded or unstayed for a period of thirty (30) days; (m) any “event of default” under any Basic Document (as defined respectively therein) shall have occurred;
(n) a ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service shall be rendered to the effect that interest on the Series A -7 Notes is includable in the gross income of the holder(s) or owner(s) of s uch Series A -7 Notes and either (i) the Commission, after it has been notified by the Internal Revenue Service, shall not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission shall challenge such ruling, assessment, notice or advice and a court of law shall make a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered; (o) any of Moody’s or S&P shall have downgraded its long- term unenhanced rating of any Senior Debt (as defined in the SMBC A-7 Reimbursement Agreement) of the Commission to below “Baa2” (or its equivalent), or “BBB” (or its equivalent), respectively, or suspended or withdrawn its rating of the same; or
(p) the passage of any Law (as defined in the SMBC A-7 Reimbursement Agreement) has occurred which could reasonably be expected to have a material adverse effect on the Commission’s ability to perform its obligations under the SMBC A-7 Reimbursement Agreement or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of the SMBC A-7 Reimbursement Agreement or any of the other Basic Documents; provided that the Event of Default set forth in this paragraph (p) shall be null and void and of no further force and effect from and after the date any r eimbursement agreement between the Commission and Bank of America, N.A., as provider of a letter of credit supporting any Commercial Paper Notes is terminated or a similar event of default is no longer provided therein.
SMBC A-7 Reimbursement Agreement Remedies
Upon the occurrence of any Event of Default under the SMBC A-7 Reimbursement Agreement, SMBC may exercise any one or more of the following rights and remedies in addition to any other remedies provided in the SMBC A-7 Reimbursement Agreement or by law:
(a) declare all Obligations to be immediately due and payable, whereupon the same shall be immediately due and payable without any further notice of any kind, which notice is waived by the Commission; provided, however, that in the case of an Event of Default described in paragraph (e), (f) or (g) above under the subcaption “SMBC A-7 LETTER OF CREDIT AND SMBC A-7 REIMBURSEMENT AGREEMENT—SMBC A-7 Reimbursement Agreement Events of Default,” such acceleration shall automatically occur (unless such automatic acceleration is waived by SMBC in writing); or
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(b) issue a No-Issuance Notice (the effect of which shall be as provided in the SMBC A-7 Reimbursement Agreement), reduce the Stated Amount of the SMBC A-7 Letter of Credit to the amount of the then outstanding Series A-7 Notes supported by the SMBC A-7 Letter of Credit plus a corresponding amount of interest coverage, reduce the Stat ed Amount of the SMBC A-7 Letter of Credit as the then outstanding Series A -7 Notes are paid, and terminate the SMBC A-7 Letter of Credit when no Series A-7 Notes remain outstanding; or (c) issue the Final Drawing Notice (the effect of which shall be to cause the Termination Date of the SMBC A-7 Letter of Credit to occur on the fifteenth (15) calendar day after the date of receipt thereof by the Series A-7 Issuing and Paying Agent); or (d) pursue any rights and remedies it may have under the Basic Documents; or (e) pursue any other action available at law or in equity.
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APPENDIX B
THE BANKS
TABLE OF CONTENTS
Page
SUMITOMO MITSUI BANKING CORPORATION, ACTING THROUGH ITS NEW YORK BRANCH .................................................................................................................................... B-2 BANK OF AMERICA, N.A. .................................................................................................................... B-3 TD BANK, N.A.. ...................................................................................................................................... B-5
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The following information has been furnished by the Banks for use in this Offering Memorandum.
Such information has not been independently confirmed or verified by the Commission. No representation is made herein by the Commission as to the accuracy or adequacy of such information subsequ ent to the date hereof, or that the information contained and incorporated herein by reference is correct . The Commission has assumed no obligation to update such information in the future, or to advise of any adverse change in the financial condition of the Banks. Investors are advised to obtain and carefully review any financial reports and other information published after the date hereof about the Banks prior to making a decision to purchase the Commercial Paper Notes.
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Sumitomo Mitsui Banking Corporation, acting through its New York Branch [updated prior to posting]
Sumitomo Mitsui Banking Corporation (Kabushiki Kaisha Mitsui Sumitomo Ginko) (“SMBC”) is a joint stock corporation with limited liability (Kabushiki Kaisha) under the laws of Japan. The registered head office of SMBC is located at 1-1-2, Marunouchi, Chiyoda-ku, Tokyo, 100-0005, Japan.
SMBC was established in April 2001 through the merger of two leading banks, The Sakura Bank, Limited and The Sumitomo Bank, Limited. In December 2002, Sumitomo Mitsui Financial Group, Inc. (“SMFG”) was established through a statutory share transfer (kabushiki-iten) as a holding company under which SMBC became a wholly-owned subsidiary.
SMBC is one of the world’s leading commercial banks and provides an extensive range of banking services to its customers in Japan and overseas. In Japan, SMBC accepts deposits, makes loans and extends guarantees to corporati ons, individuals, governments and governmental entities. It also offers financing solutions such as syndicated lending, structured finance and project finance. SMBC also underwrites and deals in bonds issued by or under the guarantee of the Japanese gove rnment and local government authorities, and acts in various administrative and advisory capacities for certain types of corporate and government bonds. Internationally, SMBC operates through a network of branches, representative offices, subsidiaries and affiliates to provide many financing products, including syndicated lending and project finance.
The New York Branch of SMBC is licensed by the New York State Department of Financial Services to conduct branch banking business at 277 Park Avenue, New York, New York, and is subject to examination by the New York State Department of Financial Services and the Federal Reserve Bank of New York.
Financial and Other Information
Audited consolidated financial statements for SMFG and its consolidated subsidiari es, as well as other corporate data, financial information and analyses, are available in English on SMFG’s website at www.smfg.co.jp/english. The information on SMFG’s website does not form part of this Offering Memorandum and is not incorporated herein by reference. SMBC does not accept any responsibility for any information contained in this Offering Memorandum other than the information relating to SMBC, acting through its New York Branch.
The delivery of this Offering Memorandum shall not create any implication that there has been no change in the affairs of SMBC since the date hereof, or that the information contained or referred to herein is correct as of any time subsequent to its date.
.
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Bank of America, N.A.
[updated prior to posting]
Bank of America, N.A. (“Bank of America”) is a national banking association organized under the laws of the United States, with its principal executive offices located in Charlotte, North Carolina. Bank of America is a wholly-owned indirect subsidiary of Bank of America Corporation (the “Corporation”) and is engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial , corporate, international, financial market , retail and fiduciary banking services. As of December 31, 2023, Bank of America had consolidated assets of $2.540 trillion, consolidated deposits of $2.032 trillion and stockholder’s equity of $236.206 billion based on regulatory accounting principles.
The Corporation is a bank holding company and a financial holding company, with its principal executive offices located in Charlotte, North Carolina. Additional information regarding the Corporation is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, together with its subsequent periodic and current reports filed with the Securities and Exchange Commission (the “SEC”).
The SEC maintains a website at www.sec.gov which contains the filings that the Corporation files with the SEC such as reports, proxy statements and other documentation. The reports, proxy statements and other information the Corporation files with the SEC are also available at its website, www.bankofamerica.com.
The information concerning the Corporation and Bank of America is furnished solely to p rovide limited introductory information and does not purport to be comprehensive. Such information is qualified in its entirety by the detailed information appearing in the referenced documents and financial statements referenced therein.
Bank of America will provide copies of the most recent Bank of America Corporation Annual Report on Form 10- K, any subsequent reports on Form 10- Q, and any required reports on Form 8- K (in each case, as filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended), and the publicly available portions of the most recent quarterly Call Report of Bank of America delivered to the Comptroller of the Currency, without charge, to each person to whom this document is delivered, on the written request of such person. Written requests should be directed to:
Bank of America Corporation
Office of the Corporate Secretary/Shareholder Relations One Bank of America Center
100 North Tryon Street, NC1-007-56-06
Charlotte, North Carolina 28255
[PAYMENTS OF PRINCIPAL AND INTEREST ON THE SERIES A -2 NOTES AND THE SERIES A-6 NOTES WILL BE MADE FROM DRAWINGS OR ADVANCES UNDER THE BANK OF AMERICA A- 2 LETTER OF CREDIT AND THE BANK OF AMERICA SERIES A- 6 LIQUIDITY FACILITY, RESPECTIVELY . PAYMENTS OF THE PURCHASE PRICE OF THE SERI ES A -2 NOTES AND THE SERIES A -6 NOTES WILL BE MADE FROM DRAWINGS UNDER THE BANK OF AMERICA A-2 LETTER OF CREDIT AND THE BANK OF AMERICA SERIES A-6 LIQUIDITY FACILITY, RESPECTIVELY, IF REMARKETIN G PROCEEDS ARE NOT AVAILABLE.
ALTHOUGH THE BANK OF AMERICA A-2 LETTER OF CREDIT AND THE BANK OF AMERICA SERIES A-6 LIQUIDITY FACILITY ARE EACH A BINDING OBLIGATION OF THE BANK, THE SERIES A-2 NOTES AND THE SERIES A -6 NOTES, RESPECTIVELY, ARE NOT DEPOSITS OR
OBLIGATIONS OF THE CORPORATION OR ANY OF ITS AFFI LIATED BANKS AND ARE NOT
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GUARANTEED BY ANY OF THESE ENTITIES. THE SERIES A -2 NOTES AND THE SERIES A-6
NOTES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY AND AR E SUBJECT TO CERTAIN INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.] The delivery of this information shall not create any implication that there has been no change in the affairs of the Corporation or Bank of America since the date of the most recent filings referenced herein, or that the information contained or referred to under this caption is correct as of any time subsequent to the referenced date.
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B-5
TD Bank, N.A.
[updated prior to posting]
TD Bank, N.A. (the “Bank”) is a national banking association organized under the laws of the United States, with its main office located in Wilmington, Delaware. The Bank is an indirect, wholly- owned subsidiary of The Toronto-Dominion Bank (“TD”) and offers a full range of banking services and products to individuals, businesses and governments throughout its market areas, including commercial, consumer and trust services and indirect automobile dealer financing. The Bank operates banking offices in Connecticut, Delaware, t he District of Columbia, Florida, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, North Carolina, New York, Pennsylvania, Rhode Island, South Carolina, Vermont and Virginia. As of December 31, 2023, the Bank had consolidated assets of $367.1 billion, consolidated deposits of $3 03.7 billion and stockholder's equity of $4 6.2 billion, based on regulatory accounting principles.
Additional information regarding the foregoing, and the Bank and TD, is available from the filings made by TD with the U.S. Securities and Exchange Commission (the “SEC”), which filings can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. In addition, the SEC maintains a websit e at http://www.sec.gov, which contains reports, proxy statements and other information regarding registrants that file such information electronically with the SEC.
The information concerning TD and the Bank contained herein is furnished solely to provi de limited introductory information and does not purport to be comprehensive. Such information is qualified in its entirety by the detailed information appearing in the documents and financial statements referenced herein.
The TD Bank A -4 Liquidity Facility has been delivered by the Bank and is the obligation of the Bank and not TD.
The Bank will provide copies of the publicly available portions of the most recent quarterly Call Report of the Bank delivered to the Comptroller of the Currency, without charge, to each person to whom this document is delivered, on the written request of such person. Written requests should be directed to:
TD Bank, N.A.
1701 Route 70 East
Cherry Hill, New Jersey 08034
Attn: Corporate and Public Affairs
Information regarding the financial condition and results of operations of the Bank is contained in the quarterly Call Reports of the Bank delivered to the Comptroller of the Currency and available online at https://cdr.ffiec.gov/public. General information regarding the Bank may be found in periodic filings made by TD with the SEC. TD is a foreign issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare certain filings with the SEC in accordance with the disclosure requirements of Canada, its home country. Canadian disclosure requirements are different from those of the United States. TD’s financial statements are prepared in accordance with International Financial Reporting Standards, and may be subject to Canadian aud iting and auditor independence standards, and thus may not be comparable to financial statements of United States companies prepared in accordance with United States generally accepted accounting principles.
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The delivery hereof shall not create any implication that there has been no change in the affairs of TD or the Bank since the date hereof, or that the information contained or referred to in this Appendix B is correct as of any time subsequent to its date.
NEITHER TD NOR ANY OTHER SUBSIDIARY OF TD OTHER THAN THE BANK IS OBLIGATED TO MAKE PAYMENTS UNDER THE TD BANK A-4 LIQUIDITY FACILITY.
The Bank is responsible only for the information contained in this section of the Offering Memorandum and did not participate in the preparation of, or in any way verify the information contained in, any other part of the Offering Memorandum. Accordingly, the Bank assumes no responsibility for and makes no representation or warranty as to the accuracy or completeness of information contained in any other part of the Offering Memorandum.
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APPENDIX C
BOOK-ENTRY SYSTEM FOR COMMERCIAL PAPER NOTES
General
One master Commercial Paper Note for each of the following has been registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, NY: (i) in the aggregate principal amount not exceeding the $150,000,000 available to se cure the Commercial Paper Notes (Wastewater Series, Proposition E) Series A -1 (Tax Exempt) under the SMBC A-1 Letter of Credit has been registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, NY; (ii) in the aggr egate principal amount not exceeding the $150,000,000 available to secure the Commercial Paper Notes (Wastewater Series, Proposition E) Series A -2 (Tax Exempt) under the Bank of America A-2 Letter of Credit. One master Commercial Paper Note; (iii) in the aggregate principal amount not exceeding the $150,000,000 available to secure the Commercial Paper Notes (Wastewater Series, Proposition E) Series A-4 (Tax Exempt) under the TD Bank A-4 Liquidity Facility; (iv) in the aggregate principal amount not exceedi ng the $125,000,000 available to secure the Commercial Paper Notes (Wastewater Series, Proposition E) Series A -6, consisting of Tax- Exempt Subseries A -6 and Taxable Subseries A-6-T under the B ank of America A-6 L iquidity Facility; and (v ) in the aggregate principal amount not exceeding the $100,000,000 available to secure the Commercial Paper Notes (Wastewate r Series, Proposition E) Series A-7 (Tax Exempt) under the SMBC A-7 Letter of Credit. DTC will act as securities depository for the Commercial Paper Notes.
Book-Entry System
DTC will act as securities depository for the Commercial Paper Notes. The Commercial Paper Notes will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as m ay be requested by an authorized representative of DTC . One fully- registered security certificate will be issued for the Commercial Paper Notes, in the aggregate principal amount of the Commercial Paper Notes, and will be deposited with DTC.
DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and o ther securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates.
Direct Participants in clude both U.S. and non- U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations . DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”) . DTCC is the holding com pany for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s rating: AA+.
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The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission .
More information about DTC can be found at www.dtcc.com and www.dtc.org.
Purchases of the Commercial Paper Notes under the DTC system must be made by or through Direct Participants, which will receive a credit for the Commercial Paper Notes on DTC’s records. The ownership interest of each actual purchaser of each Commercial Paper Note (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase . Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Commercial Paper Notes are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Commercial Paper Notes, except in the event that use of the book-entry system for the Commercial Paper Notes is discontinued.
To facilitate subsequent transfers, all Commercial Paper Notes deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC . The deposit of the Commercial Paper Notes with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Commercial Paper Notes; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Commercial Paper Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Parti cipants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Commercial Paper Notes may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Commercial Paper Notes. For example, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Commercial Paper Notes unless authorized by a D irect Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Commercial Paper Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Payments of principal of and interest on the Commercial Paper Notes will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC . DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Commission or the Issuing and Paying Agent, on payable date in accordance with their respective holdings shown on DTC’s records . Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC (nor its nominee), the Issuing and Paying Agent, or the Commission, subject to any statutory or regulatory requirements as may be in effect from time to time . Payment of principal of and interest evidenced by the Commercial Paper Notes to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Commission or the Issuing and Paying
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Agent, disbursement of such payments to Direct Participants will be the responsibilit y of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
NEITHER THE COMMISSION NOR THE ISSUING AND PAYING AGENT WILL HAVE
ANY RESPONSIBILITY OR OBLIGATION TO DTC PARTICIPANTS, IND IRECT PARTICIPANTS
OR BENEFICIAL OWNERS WITH RESPECT TO THE PAYMENTS OR THE PROVIDING OF NOTICE TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS.
Neither the Commission nor the Issuing and Paying Agent can give any assurances that DTC, DTC Participants, Indirect Participants or others will distribute payments of principal of and interest on the Commercial Paper Notes paid to DTC or its nominee, as the registered Owner, or any redemption or other notice, to the Beneficial Owners or that they will do so on a timely basis or that DTC will serve and act in a manner described in this Offering Memorandum.
Discontinuation of the Book-Entry Only System
DTC may discontinue providing its services as securities depository with respect to the Commercial Paper Notes at any time by giving reasonable notice to the Commission or the Issuing and Paying Agent .
Under such circumstances, in the event that a successor securities depository is not obtained, Commercial Paper Note certificates will be printed and del ivered as described in the Issuing and Paying Agent Agreement.
The Commission may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Commercial Paper Note certificates will be printed and delivered as described in the Issuing and Paying Agent Agreement.
SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE COMMERCIAL PAPER
NOTES, AS NOMINEE OF DTC, REFERENCES HEREIN TO THE OWNERS OR HOLDERS OF THE COMMERCIAL PAPER NOTES (OTHER THAN UNDER THE CAPTION “TAX MATTERS” HEREIN) SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE COMMERCIAL PAPER NOTES.
NEITHER THE COMMISSION, THE ISSUING AND PAYING AGENT, NOR THE DEALERS
WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO DTC DIRECT PARTICIPANTS,
INDIRECT PARTICIPANTS, OR TO ANY BENEFICIAL OWNER WITH RESPECT TO (I) THE
ACCURACY OF ANY RECORDS MAINTAINED BY DTC, ANY DTC DIRECT PARTICIPANT, OR INDIRECT PARTICIPANT; (II) THE DELIVERY OF ANY NOTICE THAT IS PERMITTED OR
REQUIRED TO BE GIVEN TO THE OWNERS OF THE COMMERCIAL PAPER NOTES UNDER THE ISSUING AND PAYING AGENT AGREEMENT; (III) THE PAYMENT BY DTC OR ANY DTC
DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT WITH RESPECT TO THE PRINCIPAL OR INTEREST DUE WITH RESPECT TO THE COMMERCIAL PAPER NOTES; (IV) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS THE REGISTERED OWNER OF COMMERCIAL PAPER NOTES; OR (V) ANY OTHER MATTER.
D-1
APPENDIX D
COPY OF [DECEMBER 2023] OPINION OF BOND COUNSEL
[to be provided by tax counsel]
E-1
APPENDIX E
[FORM OF SUPPLEMENT TO DECEMBER 2023 OPINION OF BOND COUNSEL]
[to be provided by tax counsel]
F-1
APPENDIX F
WASTEWATER ENTERPRISE FINANCIAL STATEMENTS