Bonneville Power Administration Overview As of June 5, 2020 High Voltage Transmission Grand Coulee Dam Columbia Generating Station
This investor presentation you are about to view is provided as of June 5, 2020 in connection with the proposed offering of Port of Morrow Transmission Facilities Revenue Bonds (Bonneville Cooperation Project No. 7), Series 2020-1 (Federally Taxable) (the “Bonds” or “Series 2020-1 Bonds”). Bonds supported by Bonneville Power Administration’s (“BPA”) financial obligations and the obligations of BPA providing such support are not nor shall they be construed to be general obligations of the United States of America nor are such bonds or obligations intended to be or are they secured by the full faith and credit of the United States of America. If you are viewing this presentation after June 5, 2020, there may have been events that occurred subsequent to such date that would have a material adverse effect on the financial information that is presented herein, and none of Port of Morrow (“POM” or the “Issuer”), BPA, Citigroup Global Markets Inc. (Citigroup), TD Securities, BofA Securities (BofA Merrill Lynch) or Wells Fargo Securities (the “Underwriters”) has undertaken any obligation to update this investor presentation. This investor presentation is provided for your information and convenience only. Any investment decisions regarding the Bonds should be made only after a careful review of the complete Preliminary Official Statement and Official Statement. The information in this investor presentation is a summary of certain information concerning the Bonds, POM and BPA. This investor presentation is not intended to contain all information material to investors. This investor presentation does not constitute a recommendation or an offer or solicitation for the purchase or sale of any security or other financial instrument, including the Bonds, or to adopt any investment strategy. Any offer or solicitation with respect to the Bonds will be made solely by means of the Preliminary Official Statement and Official Statement, which describe the actual terms of such Bonds. The securities have not been, and will not be, registered under the securities laws of any jurisdiction, and may not be offered or sold outside of the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of any applicable securities laws. Specifically, for prospective investors outside the United States, by accessing this investor presentation, then (a) you must be outside the United States and not a U.S. person, as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), nor acting on behalf of a U.S. person and (b) if you are a person in the United Kingdom, then you are a person who is a qualified investor within the meaning of the Prospectus Directive (Directive 2003/71/EC) (as amended (the “Prospectus Directive”) or are Investment Professionals as defined in Article 19 of the Financial Services and Markets Act (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order") or are a high net worth entity and any other persons falling within Article 49(2)(a) to (d) of Financial Promotion Order and (c) in jurisdictions where the Prospectus Directive is not in force, an institutional or other investor eligible to participate in private placement of securities under applicable law. This investor presentation does not constitute a prospectus for the purposes of the Prospectus Directive. You are advised to seek further advice regarding the applicability of any investment or purchase restrictions or securities laws to which you are or may be subject. In no event shall the Underwriters, POM or BPA be liable for any use by any party of, for any decision made or action taken by any party in reliance upon, the information contained herein, and such information is to be considered by you in evaluating the merits of participating in any transaction mentioned herein only in connection with the Preliminary Official Statement and Official Statement. POM, BPA and the Underwriters make no representations as to the legal, tax or accounting treatment of the Bonds, or any other effects such transactions may have on you and your affiliates. You should consult with your own advisors as to such matters and the consequences of the purchase and ownership of the Bonds. Nothing in these materials constitutes a commitment by the Underwriters or any of their affiliates to enter into any transaction. No assurance can be given that any transaction mentioned herein could in fact be executed. Past performance is not indicative of future performance, which will vary. Transactions involving the Bonds may not be suitable for all investors. Clients should contact their salesperson at, and execute transactions through, an entity of the Underwriters or other syndicate member entity qualified in their home jurisdiction unless governing law permits otherwise. This investor presentation contains statements which, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. In this respect, the words “estimate,” “project,” “anticipate,” “expect,” “intend,” “believe” and similar expressions are intended to identify forward-looking statements. A number of important factors affecting BPA’s and POM’s business and financial results could cause actual results to differ materially from those stated in the forward-looking statements. This investor presentation is not part of the preliminary official statement or the final official statement as those terms are defined in SEC rule 15c2-12, and are qualified in all respects by reference to the Preliminary Official Statement. Prospective purchasers of the Bonds should rely only on the Preliminary Official Statement, and not this investor presentation, in making an investment decision. To the extent there are conflicts between statements made in the Preliminary Official Statement and this presentation, the information contained in the Preliminary Official Statement should be deemed more reliable. 2
Port of Morrow: Transmission Facilities Revenue Bonds Bonneville Cooperation Project No. 7, Series 2020-1 (Federally Taxable) Par Amount* $380,000,000 Structure* Fixed rate term bond due September 1, 2040 Interest Starting September 1, 2020 and semiannually on March 1 and September 1 thereafter Payment Dates* Pricing Date* Tuesday, June 16, 2020 Settlement Date* Thursday, June 25, 2020 The Series 2020-1 Bonds will be special obligations of the Port of Morrow, Oregon (“POM” or the “Issuer”) payable solely from the trust estate pledged therefor which trust estate includes amounts derived from rental payments paid to the Issuer. Bonneville’s payments under the Lease-Purchase Agreement will be made solely from the Bonneville Fund. Security The Lease-Purchase Agreement provides that Bonneville’s obligation to pay the rental payments and all amounts payable under the Lease-Purchase Agreement is absolute and unconditional, and is payable without any set-off or counterclaim, regardless of whether or not the Project financed with the proceeds of the Series 2020-1 Bonds is operating or operable. The proceeds from the sale of the Series 2020-1 Bonds will be used by the Issuer to refinance indebtedness issued for the cost of acquiring, constructing, installing and equipping of certain transmission facilities owned by the Port of Morrow and leased to Bonneville. The Issuer financed such acquisition, Use of Funds construction, installation and equipping of transmission facilities through credit agreements with Citibank, N.A. and TD Bank, and secured its obligations under such credit agreements with Lease-Purchase Agreements by and between the Issuer, as lessor, and Bonneville, as lessee, and the payments from Bonneville thereunder. Optional Redemption* Make Whole Call Moody's: Aa2 (Stable) Fitch: AA (Negative Outlook) Ratings Interest on the Series 2020-1 bonds is expected to be subject to Federal income tax and exempt from Tax Status Oregon state income tax (Please refer to Preliminary Official Statement) Syndicate Citigroup, TD Securities, BofA Securities, and Wells Fargo Securities 3 *Preliminary, subject to change; when, as, and if issued
Overview BPA Operated Line Federal Dam Non-BPA Line BPA Service Area 4
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