Notice of Taxable Target Bonds Offer Purchase Prices
Dated April 2, 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 | 2019 Series ABC, 2019 Sub-Series B Bonds |
| 2019 Series ABC, 2019 Sub-Series C Bonds | 2020 Series EFGH, 2020 Sub-Series E Bonds |
| 2020 Series EFGH, 2020 Sub-Series F Bonds | 2020 Series EFGH, 2020 Sub-Series G Bonds |
| 2020 Series EFGH, 2020 Sub-Series H Bonds | |
| TAX-EXEMPT TARGET BONDS | |
| SAN FRANCISCO WATER REVENUE BONDS, | |
| 2016 Series AB, 2016 Sub-Series A Bonds | 2017 Series DEFG, 2017 Sub-Series D Bonds (Refunding) (Green Bonds) |
The purpose of this Notice of Taxable Target Bonds Offer Purchase Prices, dated April 2, 2025 (the "Notice of Taxable Target Bonds Offer Purchase Prices") is to set forth the Offer Purchase Prices for the Taxable 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, the Preliminary Acceptance Notice, dated April 1, 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.
The Offer Purchase Prices, expressed as a dollar amount per $100 principal amount, for each maturity and corresponding CUSIP of the Taxable Target Bonds that were preliminarily accepted pursuant to the Preliminary Acceptance Notice set forth in Attachment A hereto, were calculated by the Commission based on the Purchase Yields determined by adding (a) the applicable Fixed Spread set forth in the Pricing Notice to (b) the relevant Treasury Security Yield for each applicable CUSIP of the Taxable Target Bonds. The Offer Purchase Prices were calculated using the market standard bond pricing formula as of the Settlement Date using the relevant Purchase Yield, the coupon of the relevant Taxable Target Bond, and the maturity date for each Taxable Target Bond, except for the Taxable Target Term Bonds, which were priced using their respective average life dates, as shown in Attachment A, as their assumed maturity dates. The Treasury Security Yields were determined at approximately 10:00 a.m., New York City time, on April 2, 2025, in accordance with the Invitation.
On the Final Acceptance Date (i.e. April 2, 2025, unless such date is extended by the Commission in accordance with the Invitation), the Commission will announce its acceptance for purchase of the Target Bonds, if any, from among those Target Bonds of each CUSIP preliminarily accepted for purchase as listed in Attachment A and Attachment B of the Preliminary Acceptance Notice by giving notice via the Final Acceptance Notice. 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 (212) 227-9622.
ATTACHMENT A
TAXABLE TARGET BONDS
The tables below provide the respective Offer Purchase Price for each CUSIP and corresponding maturity of the Taxable Target Bonds preliminarily accepted for purchase.
| Series and Subseries | CUSIP No.[1] | Maturity Date (November 1) | Average Life Date[2] | Interest Rate | Outstanding Principal Amount | Preliminary Principal Amount Accepted for Purchase | Benchmark U.S. Treasury Security[3] | Fixed Spread | Treasury Security Yield[4] | Purchase Yield | Offer Purchase Price[5] |
| 2019 Series ABC, 2019 Sub-Series A | 79765R4T3 | 2028 | N/A | 2.533% | $1,310,000 | $700,000 | 3-Year | - 15.0 bps | 3.840% | 3.690% | 96.193 |
| | 79771FFG7 | 2029 | N/A | 2.593 | 2,980,000 | - | - | - | - | - | - |
| | 79771FFH5 | 2030 | N/A | 2.703 | 3,060,000 | 110,000 | 5-Year | - 10.0 bps | 3.897 | 3.797 | 94.580 |
| | 79771FFJ1 | 2031 | N/A | 2.803 | 29,910,000 | 9,075,000 | 7-Year | - 10.0 bps | 4.011 | 3.911 | 93.660 |
| | 79771FFK8 | 2032 | N/A | 2.953 | 2,835,000 | - | - | - | - | - | - |
| | 79771FFL6 | 2033 | N/A | 3.053 | 2,925,000 | 1,175,000 | 10-Year | + 0.0 bps | 4.142 | 4.142 | 92.233 |
| | 79765R4Z9 | 2034 | N/A | 3.153 | 2,885,000 | 1,055,000 | 10-Year | + 7.0 bps | 4.142 | 4.212 | 91.750 |
| | 79765R5A3 | 2039 | 7/16/2037 | 3.303 | 153,555,000 | 50,655,000 | 10-Year | + 29.0 bps | 4.142 | 4.432 | 89.413 |
| | 79765R5B1 | 2043 | 7/11/2042 | 3.473 | 183,475,000 | 10,325,000 | 30-Year | + 31.0 bps | 4.506 | 4.816 | 84.389 |
| 2019 Series ABC, 2019 Sub-Series B | 79765R5C9 | 2034 | 4/1/2033 | 3.153 | 4,735,000 | - | - | - | - | - | - |
| | 79765R5D7 | 2041 | 12/20/2038 | 3.523 | 11,435,000 | - | - | - | - | - | - |
| 2019 Series ABC, 2019 Sub-Series C | 79765R5E5 | 2034 | 4/2/2033 | 3.153 | 5,160,000 | - | - | - | - | - | - |
| | 79765R5F2 | 2041 | 12/20/2038 | 3.523 | 12,455,000 | - | - | - | - | - | - |
| 2020 Series EFGH, 2020 Sub-Series E | 79771FAA5 | 2041 | 5/18/2038 | 2.825 | 141,290,000 | 27,000,000 | 10-Year | + 34.0 bps | 4.142 | 4.482 | 83.726 |
| | 79771FAB3 | 2047 | 6/2/2045 | 2.945 | 41,430,000 | 7,000,000 | 30-Year | + 36.0 bps | 4.506 | 4.866 | 75.520 |
| 2020 Series EFGH, 2020 Sub-Series F | 79771FAJ6 | 2028 | N/A | 1.618 | 1,505,000 | 1,235,000 | 3-Year | - 15.0 bps | 3.840 | 3.690 | 93.184 |
| | 79771FAK3 | 2029 | N/A | 1.718 | 1,530,000 | 80,000 | 5-Year | - 15.0 bps | 3.897 | 3.747 | 91.602 |
| | 79771FAL1 | 2030 | N/A | 1.788 | 5,720,000 | 2,055,000 | 5-Year | - 10.0 bps | 3.897 | 3.797 | 90.048 |
| | 79771FAM9 | 2031 | N/A | 1.988 | 5,830,000 | 2,250,000 | 7-Year | - 10.0 bps | 4.011 | 3.911 | 88.998 |
| | 79771FAN7 | 2032 | N/A | 2.188 | 5,955,000 | - | - | - | - | - | - |
| | 79771FAP2 | 2033 | N/A | 2.288 | 6,090,000 | 255,000 | 10-Year | + 0.0 bps | 4.142 | 4.142 | 86.778 |
| | 79771FAQ0 | 2034 | N/A | 2.388 | 6,235,000 | - | - | - | - | - | - |
| | 79771FAR8 | 2035 | N/A | 2.488 | 6,385,000 | - | - | - | - | - | - |
| | 79771FAS6 | 2041 | 10/25/2039 | 2.845 | 37,330,000 | 3,785,000 | 10-Year | + 37.0 bps | 4.142 | 4.512 | 82.380 |
| | 79771FAT4 | 2047 | 6/4/2045 | 3.145 | 51,605,000 | 4,200,000 | 30-Year | + 37.0 bps | 4.506 | 4.876 | 77.956 |
(cont'd) ATTACHMENT A
TAXABLE TARGET BONDS
| Series and Subseries | CUSIP No.[6] | Maturity Date (November 1) | Average Life Date[7] | Interest Rate | Outstanding Principal Amount | Preliminary Principal Amount Accepted for Purchase | Benchmark U.S. Treasury Security[8] | Fixed Spread | Treasury Security Yield[9] | Purchase Yield | Offer Purchase Price[10] |
| 2020 Series EFGH, 2020 Sub-Series G | 79771FBB2 | 2028 | N/A | 1.618% | $1,815,000 | $265,000 | 3-Year | - 15.0 bps | 3.840% | 3.690% | 93.184 |
| 79771FBC0 | 2029 | N/A | 1.718 | 4,610,000 | 75,000 | 5-Year | - 15.0 bps | 3.897 | 3.747 | 91.602 | |
| 79771FBD8 | 2030 | N/A | 1.788 | 5,485,000 | 2,500,000 | 5-Year | - 10.0 bps | 3.897 | 3.797 | 90.048 | |
| 79771FBE6 | 2031 | N/A | 1.988 | 12,170,000 | 1,155,000 | 7-Year | - 10.0 bps | 4.011 | 3.911 | 88.998 | |
| 79771FBF3 | 2032 | N/A | 2.188 | 2,380,000 | 130,000 | 7-Year | - 5.0 bps | 4.011 | 3.961 | 88.540 | |
| 79771FBH9 | 2034 | N/A | 2.388 | 1,140,000 | - | - | - | - | - | - | |
| 79771FBJ5 | 2035 | N/A | 2.488 | 325,000 | - | - | - | - | - | - | |
| 79771FBK2 | 2043 | 6/29/2040 | 3.095 | 10,705,000 | - | - | - | - | - | - | |
| 2020 Series EFGH, 2020 Sub-Series H | 79771FBS5 | 2028 | N/A | 1.618 | 720,000 | - | - | - | - | - | - |
| 79771FBT3 | 2029 | N/A | 1.718 | 735,000 | - | - | - | - | - | - | |
| 79771FBU0 | 2030 | N/A | 1.788 | 2,740,000 | 1,105,000 | 5-Year | - 10.0 bps | 3.897 | 3.797 | 90.048 | |
| 79771FBV8 | 2031 | N/A | 1.988 | 2,790,000 | - | - | - | - | - | - | |
| 79771FBW6 | 2032 | N/A | 2.188 | 2,850,000 | - | - | - | - | - | - | |
| 79771FBX4 | 2033 | N/A | 2.288 | 2,915,000 | - | - | - | - | - | - | |
| 79771FBY2 | 2034 | N/A | 2.388 | 2,985,000 | 2,880,000 | 10-Year | + 5.0 bps | 4.142 | 4.192 | 85.934 | |
| 79771FBZ9 | 2035 | N/A | 2.488 | 3,055,000 | - | - | - | - | - | - | |
| 79771FCA3 | 2041 | 10/25/2039 | 2.845 | 17,860,000 | - | - | - | - | - | - | |
| 79771FCB1 | 2047 | 6/4/2045 | 3.145 | 24,685,000 | 4,600,000 | 30-Year | + 37.0 bps | 4.506 | 4.876 | 77.956 |
[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] Taxable Target Term Bonds priced to their average life dates.
[3] Except for the 30-Year Benchmark Treasury Security which was the "old long bond" (maturity date November 15, 2054, 4.500% CUSIP 912810UE6), each Benchmark Treasury Security was the most recently auctioned "on-the-run" United States Treasury Security for the maturity indicated as of date and time that the Offer Purchase Prices for the Target Bonds were set.
[4] The bid-side yield on each Benchmark Treasury Security to be used in establishing the Offer Purchase Prices for the Taxable Target Bonds were equal the bid-side yield of the applicable Benchmark Treasury Security as quoted on the Bloomberg Bond Trader FIT1 series of pages at approximately 10:00 a.m., New York City time, on April 2, 2025.
[5] The Offer Purchase Prices for the Taxable Target Bonds were derived from the Purchase Yields and are expressed as a dollar amount per $100 principal amount of the Taxable Target Bonds and exclude Accrued Interest. Accrued Interest on purchased Taxable Target Bonds will be paid by the Commission to but not including the Settlement Date in addition to the applicable Purchase Price.
[6] 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.
[7] Taxable Target Term Bonds priced to their average life dates.
[8] Except for the 30-Year Benchmark Treasury Security which was the "old long bond" (maturity date November 15, 2054, 4.500% CUSIP 912810UE6), each Benchmark Treasury Security was the most recently auctioned "on-the-run" United States Treasury Security for the maturity indicated as of date and time that the Offer Purchase Prices for the Target Bonds were set.
[9] The bid-side yield on each Benchmark Treasury Security to be used in establishing the Offer Purchase Prices for the Taxable Target Bonds were equal the bid-side yield of the applicable Benchmark Treasury Security as quoted on the Bloomberg Bond Trader FIT1 series of pages at approximately 10:00 a.m., New York City time, on April 2, 2025.
[10] The Offer Purchase Prices for the Taxable Target Bonds were derived from the Purchase Yields and are expressed as a dollar amount per $100 principal amount of the Taxable Target Bonds and exclude Accrued Interest. Accrued Interest on purchased Taxable Target Bonds will be paid by the Commission to but not including the Settlement Date in addition to the applicable Purchase Price.
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