PRELIMINARY ACCEPTANCE NOTICE

San Francisco Public Utilities Comm

01 April 2025

 

PRELIMINARY ACCEPTANCE NOTICE
Dated April 1, 2025

RELATING TO THE
INVITATION TO TENDER BONDS FOR PURCHASE, DATED March 17, 2025
made by
public utilities commission of the City and County of San Francisco

to the Bondholders described herein of all or any portion of certain maturities of its

TAXABLE TARGET BONDS
SAN FRANCISCO WATER REVENUE BONDS,
2019 Series ABC, 2019 Sub-Series A Bonds (Refunding - Federally Taxable) (WSIP) (Green Bonds)	2019 Series ABC, 2019 Sub-Series B Bonds (Refunding - Federally Taxable) (Hetch Hetchy)
2019 Series ABC, 2019 Sub-Series C Bonds (Refunding - Federally Taxable) (Local Water Main)	2020 Series EFGH, 2020 Sub-Series E Bonds (Refunding - Federally Taxable) (WSIP) (Green Bonds)
2020 Series EFGH, 2020 Sub-Series F Bonds (Refunding - Federally Taxable) (Non-WSIP)	2020 Series EFGH, 2020 Sub-Series G Bonds (Refunding - Federally Taxable) (Local Water)
2020 Series EFGH, 2020 Sub-Series H Bonds (Refunding - Federally Taxable) (Hetch Hetchy Water)
TAX-EXEMPT TARGET BONDS
SAN FRANCISCO WATER REVENUE BONDS,
2016 Series AB, 2016 Sub-Series A Bonds (Refunding)	2017 Series DEFG, 2017 Sub-Series D Bonds (Refunding) (Green Bonds)

The purpose of this Preliminary Acceptance Notice, dated April 1, 2025 (the "Preliminary Acceptance Notice") is to provide notice of preliminary acceptance for purchase of certain Target Bonds.  All other terms relating to the Invitation (hereinafter defined) remain unchanged.  Terms used herein and not otherwise defined are used as defined in the Invitation.

Pursuant to the Invitation to Tender Bonds for Purchase, dated March 17, 2025 (as supplemented by the Pricing Notice, dated March 24, 2025, and as it may be further amended or supplemented, the "Invitation"), the Public Utilities Commission of the City and County of San Francisco (the "Commission") invited Bondholders to offer to tender Target Bonds for cash:  (i) for the Taxable Target Bonds, at the applicable Offer Purchase Prices based on a Fixed Spread set forth in the Pricing Notice to be added to the yield on the relevant Benchmark U.S. Treasury Security (also set forth in the Pricing Notice), and (ii) for the Tax-Exempt Target Bonds, at the applicable Offer Purchase Prices as set forth in the Pricing Notice, plus, for both (i) and (ii), Accrued Interest on the Target Bonds purchased to but not including the Settlement Date. 

As of Monday, March 31, 2025, at 5:00 p.m., New York City time, the Invitation expired.

The principal amount of the Taxable Target Bonds for each maturity and corresponding CUSIP that the Commission is preliminarily accepting for purchase are set forth in Attachment A hereto. 

The principal amount of the Tax-Exempt Target Bonds for each maturity and corresponding CUSIP that the Commission is preliminarily accepting for purchase are set forth in Attachment B hereto. 

However, the Taxable Target Bonds with CUSIPs 79765R4T3, 79771FAJ6 and 79771FBB2, and the Tax-Exempt Target Bonds with CUSIPs 79765RH69, 79765RH77, 79765R2K4 and 79765R2N8, may not provide sufficient economic benefit to the Commission, based on market conditions as of the date of this Preliminary Acceptance Notice, to accept for purchase such tendered Target Bonds.  Final acceptance of the Target Bonds for purchase, if any, will be announced via the Final Acceptance Notice on the Final Acceptance Date (i.e., April 2, 2025, unless extended in accordance with the Invitation), from and among those Target Bonds of each CUSIP preliminarily accepted for purchase as listed in Attachment A and Attachment B hereto.  See Section 1(a), "INTRODUCTION - General" and Sections 2(l) and 2(o), "TERMS OF THIS INVITATION - Determination of Amounts to be Purchased" and "- Conditions to Purchase" in the Invitation.

The principal amount of the Target Bonds in this Preliminary Acceptance Notice is preliminary and subject to change.  The Commission has no obligation to accept for purchase any tendered Target Bonds.  The Commission's obligation to pay for Target Bonds validly tendered (and not validly withdrawn) and accepted pursuant to the Invitation is subject to the satisfaction of or waiver of the terms and conditions of the Invitation (including, inter alia, satisfaction or waiver of the Financing Conditions) on or prior to the Settlement Date. 

Should the Commission determine to purchase less than all of the tendered Target Bonds of a particular CUSIP, the principal amount of such Target Bonds that it will purchase will be allocated among such tendered Target Bonds on a pro rata basis as described in the Invitation.

The Invitation, including the 2025 Refunding POS, 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/sfpuc.

Any questions are to be directed to the Information Agent and Tender Agent at [phone].

ATTACHMENT A

TAXABLE TARGET BONDS

The tables below list the principal amount of the Taxable Target Bonds of each maturity and corresponding CUSIP that has been preliminarily accepted for purchase by the Commission.  The principal amount is preliminary and subject to change.

Series and Subseries	CUSIP No.[1]	Maturity Date (November 1)	Interest Rate	Outstanding Principal Amount	Principal Amount Tendered for Purchase	Preliminary Principal Amount Accepted for Purchase
2019 Series ABC, 2019 Sub-Series A	79765R4T3[2]	2028	2.533%	$1,310,000	$700,000	$700,000
	79771FFG7	2029	2.593	2,980,000	-	-
	79771FFH5	2030	2.703	3,060,000	110,000	110,000
	79771FFJ1	2031	2.803	29,910,000	9,075,000	9,075,000
	79771FFK8	2032	2.953	2,835,000	-	-
	79771FFL6	2033	3.053	2,925,000	1,175,000	1,175,000
	79765R4Z9	2034	3.153	2,885,000	1,055,000	1,055,000
	79765R5A3	2039[3]	3.303	153,555,000	50,655,000	50,655,000
	79765R5B1	20433	3.473	183,475,000	10,325,000	10,325,000
2019 Series ABC, 2019 Sub-Series B	79765R5C9	20343	3.153	4,735,000	-	-
	79765R5D7	20413	3.523	11,435,000	-	-
2019 Series ABC, 2019 Sub-Series C	79765R5E5	20343	3.153	5,160,000	-	-
	79765R5F2	20413	3.523	12,455,000	-	-
2020 Series EFGH, 2020 Sub-Series E	79771FAA5	20413	2.825	141,290,000	27,000,000	27,000,000
	79771FAB3	20473	2.945	41,430,000	7,000,000	7,000,000
2020 Series EFGH, 2020 Sub-Series F	79771FAJ62	2028	1.618	1,505,000	1,235,000	1,235,000
	79771FAK3	2029	1.718	1,530,000	80,000	80,000
	79771FAL1	2030	1.788	5,720,000	2,055,000	2,055,000
	79771FAM9	2031	1.988	5,830,000	2,250,000	2,250,000
	79771FAN7	2032	2.188	5,955,000	-	-
	79771FAP2	2033	2.288	6,090,000	255,000	255,000
	79771FAQ0	2034	2.388	6,235,000	-	-
	79771FAR8	2035	2.488	6,385,000	-	-
	79771FAS6	20413	2.845	37,330,000	3,785,000	3,785,000
	79771FAT4	20473	3.145	51,605,000	4,200,000	4,200,000

(cont'd) ATTACHMENT A

TAXABLE TARGET BONDS

Series and Subseries	CUSIP No.[4]	Maturity Date (November 1)	Interest Rate	Outstanding Principal Amount	Principal Amount Tendered for Purchase	Preliminary Principal Amount Accepted for Purchase
2020 Series EFGH, 2020 Sub-Series G	79771FBB2[5]	2028	1.618%	$1,815,000	$265,000	$265,000
	79771FBC0	2029	1.718	4,610,000	75,000	75,000
	79771FBD8	2030	1.788	5,485,000	2,500,000	2,500,000
	79771FBE6	2031	1.988	12,170,000	1,155,000	1,155,000
	79771FBF3	2032	2.188	2,380,000	130,000	130,000
	79771FBH9	2034	2.388	1,140,000	1,140,000	-
	79771FBJ5	2035	2.488	325,000	10,000	-
	79771FBK2	2043[6]	3.095	10,705,000	-	-
2020 Series EFGH, 2020 Sub-Series H	79771FBS5	2028	1.618	720,000	-	-
	79771FBT3	2029	1.718	735,000	-	-
	79771FBU0	2030	1.788	2,740,000	1,105,000	1,105,000
	79771FBV8	2031	1.988	2,790,000	-	-
	79771FBW6	2032	2.188	2,850,000	-	-
	79771FBX4	2033	2.288	2,915,000	-	-
	79771FBY2	2034	2.388	2,985,000	2,880,000	2,880,000
	79771FBZ9	2035	2.488	3,055,000	-	-
	79771FCA3	20413	2.845	17,860,000	-	-
	79771FCB1	20473	3.145	24,685,000	4,600,000	4,600,000

ATTACHMENT B

TAX-EXEMPT TARGET BONDS

The table below lists the principal amount of the Tax-Exempt Target Bonds of each maturity and corresponding CUSIP that has been preliminarily accepted for purchase by the Commission.  The principal amount is preliminary and subject to change.

Series and Subseries	CUSIP No. [7]	Maturity Date (November 1)	Interest Rate	Outstanding Principal Amount	Principal Amount Tendered for Purchase	Preliminary Principal Amount Accepted for Purchase
2016 Series AB, 2016 Sub-Series A	79765RH69[8]	2029	5.000%	$51,135,000	$24,800,000	$24,800,000
	79765RH772	2030	4.000	53,460,000	33,570,000	33,570,000
	79765RH85	2031	5.000	15,945,000	6,160,000	6,160,000
	79765RH93	2032	5.000	26,770,000	5,205,000	5,205,000
	79765RJ26	2033	5.000	23,830,000	10,165,000	10,165,000
	79765RJ34	2034	5.000	19,905,000	5,880,000	5,880,000
	79765RJ42	2035	5.000	12,830,000	2,895,000	2,895,000
	79765RJ59	2036	4.000	43,670,000	9,355,000	-
	79765RJ67	2039[9]	4.000	141,995,000	76,350,000	-
2017 Series DEFG, 2017 Sub-Series D	79765R2K42	2030	5.000	18,100,000	10,120,000	10,120,000
	79765R2N82	2031	4.000	2,430,000	2,430,000	2,430,000
	79765R2M0	2031	5.000	7,465,000	3,405,000	3,405,000
	79765R2P3	2032	5.000	31,835,000	14,935,000	14,935,000
	79765R2Q1	2033	5.000	18,250,000	12,985,000	12,985,000
	79765R2R9	2034	5.000	39,510,000	17,665,000	17,665,000
	79765R2S7	2035	5.000	8,090,000	2,150,000	2,150,000

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[1] CUSIP is a registered trademark of the American Bankers Association.  CUSIP information herein is provided by CUSIP Global Services, managed on behalf of the American Bankers Association by FactSet Research Systems Inc. This information is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services.  CUSIP numbers are provided for convenience of reference only.  None of the Commission, the Dealer Manager, the Information Agent and Tender Agent nor their respective agents or counsel assumes responsibility for the accuracy of such numbers.

[2] Purchase by the Commission, under current market conditions, may not provide sufficient economic benefit for the Commission to accept such tendered Taxable Target Bonds. See Section 1(a), "INTRODUCTION - General" in the Invitation.

[3] Taxable Target Term Bond.

[4] CUSIP is a registered trademark of the American Bankers Association.  CUSIP information herein is provided by CUSIP Global Services, managed on behalf of the American Bankers Association by FactSet Research Systems Inc. This information is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services.  CUSIP numbers are provided for convenience of reference only.  None of the Commission, the Dealer Manager, the Information Agent and Tender Agent nor their respective agents or counsel assumes responsibility for the accuracy of such numbers.

[5] Purchase by the Commission, under current market conditions, may not provide sufficient economic benefit for the Commission to accept such tendered Taxable Target Bonds. See Section 1(a), "INTRODUCTION - General" in the Invitation.

[6] Taxable Target Term Bond.

[7] CUSIP is a registered trademark of the American Bankers Association.  CUSIP information herein is provided by CUSIP Global Services, managed on behalf of the American Bankers Association by FactSet Research Systems Inc. This information is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services.  CUSIP numbers are provided for convenience of reference only.  None of the Commission, the Dealer Manager, the Information Agent and Tender Agent nor their respective agents or counsel assumes responsibility for the accuracy of such numbers.

[8] Purchase by the Commission, under current market conditions, may not provide sufficient economic benefit for the Commission to accept such tendered Tax-Exempt Target Bonds. See Section 1(a), "INTRODUCTION - General" in the Invitation.

[9] Target Term Bond.

 

END