TIDMZZ08

RNS Number : 6105C

San Francisco Public Utilities Comm

14 June 2023

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

_________________

NOTICE OF POTENTIAL ISSUANCES OF

WATER REVENUE BONDS AND WATER REVENUE REFUNDING BONDS

NOTICE IS HEREBY GIVEN that the Public Utilities Commission of the City and County of San Francisco ("SFPUC") is considering the issuance of tax-exempt water enterprise revenue bonds to (i) finance and refinance (through the repayment of certain of the SFPUC's outstanding commercial paper notes) various capital projects of benefit to the SFPUC's Water Enterprise ("Proposed New Money Transaction") and (ii) refund by means of tender, purchase and cancellation or by means of defeasance all or a portion of certain of the SFPUC's outstanding San Francisco Water Revenue Bonds, including but not limited to those series listed below ("Proposed Refunding Transaction" and, together with the Proposed New Money Transaction, the "Proposed Transactions"). The SFPUC anticipates designating a portion of the Proposed Refunding Transaction as "Green Bonds."

The Proposed New Money Transaction is expected to be sold in more than one series through an underwriting syndicate led by Wells Fargo Bank, National Association, and Jefferies LLC. The size of the Proposed New Money Transaction is expected to be up to $450,255,000 [*] . The Proposed New Money Transaction may price as early as the week of July 10, 2023(*) .

The Proposed Refunding Transaction is expected to be sold in more than one series through an underwriting syndicate led by Jefferies LLC and Wells Fargo Bank, National Association. The size of the Proposed Refunding Transaction will be dependent on market conditions and bondholder participation. The Proposed Refunding Transaction may price as early as the week of July 17, 2023(*) .

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

   --    2015 Series A (Refunding) 
   --    2016 Sub-Series A Bonds (Refunding) 
   --    2017 Sub-Series D Bonds (Refunding) (Green Bonds) 
   --    2019 Sub-Series A Bonds (Refunding - Federally Taxable) (WSIP) (Green Bonds) 
   --    2019 Sub-Series C Bonds (Refunding - Federally Taxable) (Local Water Main) 
   --    2020 Sub-Series E Bonds (Refunding - Federally Taxable) (WSIP) (Green Bonds) 
   --    2020 Sub-Series G Bonds (Refunding - Federally Taxable) (Local Water)

The Proposed Transactions are expected to be considered at the SFPUC's governing body ("Commission") meeting on June 27, 2023.

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

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

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

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

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

Dated: June 13, 2023

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN FRANCISCO

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

[*] Preliminary, subject to change.

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June 14, 2023 02:00 ET (06:00 GMT)

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