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Series 20 and Series 2017 NEW MONEY/REFUNDING ISSUE –BOOK-ENTRY ONLY Fitch Ratings, Inc.: AAA Moody’s Investors Service, Inc.: Aaa S&P Global Ratings: AAA (See “RATINGS”) In the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Bond Counsel, under existing law, and assuming continued compliance with various requirements of the Internal Revenue Code of 1986, as amended, interest on the Bonds will not be included in the gross income of holders of the Bonds for federal income tax purposes. While interest on the Bonds will not constitute a preference item for purposes of computation of the alternative minimum tax imposed on certain individuals and corporations, interest on the Bonds will be included in the “adjusted current earnings” of corporate holders of the Bonds and therefore will be taken into account in computing the alternative minimum tax imposed on certain corporations. In the opinion of Bond Counsel, interest on the Bonds and any profit made on the sale thereof are exempt from Massachusetts personal income taxes, and the Bonds are exempt from Massachusetts personal property taxes. See “TAX EXEMPTION” herein. $207,350,000 $96,280,000 State Revolving Fund Bonds State Revolving Fund Refunding Bonds Series 20 (Green Bonds) Series 2017 Dated: Date of Delivery Due: as shown on the inside cover hereof The Massachusetts Clean Water Trust State Revolving Fund Bonds, Series 20 (Green Bonds) (the “Series 20 Bonds”) and the Massachusetts Clean Water Trust State Revolving Fund Refunding Bonds, Series 2017 (the “Series 2017 Bonds” and together with the Series 20 Bonds, the “Bonds”), will be issued as registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York, which will act as securities depository for the Bonds. Individual purchases will be made in book-entry only form, in the principal amount of $5,000 and integral multiples thereof. See Appendix G – “The Depository Trust Company.” Interest on the Bonds shall be payable on February 1 and August 1 of each year commencing August 1, 2017. The Trust will use the proceeds of the Series 20 Bonds to finance or refinance costs of certain wastewater and drinking water projects for governmental units or other eligible borrowers and to pay costs of issuance of the Series 20 Bonds. The Trust will use the proceeds of the Series 2017 Bonds, together with other funds of the Trust, to refund a portion of certain bonds previously issued by the Trust and to pay costs of issuance of the Series 2017 Bonds. The Bonds are payable solely from the funds pledged therefor pursuant to the Master Trust Agreement, including without limitation, (i) Borrower Payments, (ii) Contract Assistance Payments made to the Trust by The Commonwealth of Massachusetts (the “Commonwealth”), (iii) all rights and interest of the Trust in and to all Loans and Financing Agreements therefor (other than rights to receive indemnification and reimbursement and the right to receive certain fees) and (iv) certain other funds held under the Master Trust Agreement, including the Equity Funds. For additional information regarding the security for the Bonds, see “THE MTA BONDS – Sources of Payment and Security for the MTA Bonds” and “THE BONDS” herein. The Series 20 Bonds will be subject to redemption as described herein. The Series 2017 Bonds are not subject to redemption prior to maturity. THE BONDS ARE SPECIAL OBLIGATIONS OF THE TRUST AND ARE NOT SECURED BY A PLEDGE OF THE FULL FAITH AND CREDIT OF THE TRUST, WHICH HAS NO TAXING POWER. NEITHER THE COMMONWEALTH OF MASSACHUSETTS NOR ANY POLITICAL SUBDIVISION THEREOF SHALL BE OBLIGATED TO PAY THE BONDS, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COMMONWEALTH OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. The Bonds are offered subject to the approval of the legality of the Bonds by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts, as Bond Counsel and Program Counsel to the Trust. Certain legal matters will be passed upon for the Underwriters by Locke Lord, LLP, Boston, Massachusetts. It is expected that the Bonds will be available for delivery to DTC in New York, New York, or its custodial agent, on or about April 13, 2017. BofA Merrill Lynch Citigroup J.P. Morgan Stifel, Nicolaus & Co., Incorporated Fidelity Capital Markets Stern Brothers & Co. Siebert Cisneros Shank & Co., LLC William Blair April 5, 2017 MASSACHUSETTS CLEAN WATER TRUST $207,350,000 State Revolving Fund Bonds, Series 20 (Green Bonds) CUSIP* Maturity Principal Interest Number (February 1) Amount Rate Yield (575829) 2018 $7,040,000 4.00% 0.80% CW4 2019 6,970,000 3.00 1.00 CX2 2020 7,075,000 5.00 1.17 CY0 2021 7,205,000 5.00 1.35 CZ7 2022 7,460,000 5.00 1.54 DA1 2023 7,670,000 5.00 1.70 DB9 2024 7,950,000 5.00 1.88 DC7 2025 8,235,000 5.00 2.06 DD5 2026 8,535,000 5.00 2.12† DE3 2027 8,855,000 5.00 2.20† DF0 2028 9,100,000 5.00 2.29† DG8 2029 9,445,000 5.00 2.38† DH6 2030 9,795,000 5.00 2.48† DJ2 2031 10,160,000 5.00 2.57† DK9 2032 10,550,000 5.00 2.67† DL7 2033 10,950,000 5.00 2.74† DM5 2034 11,380,000 5.00 2.80† DN3 2035 11,820,000 5.00 2.85† DP8 2036 12,280,000 5.00 2.89† DQ6 2037 12,765,000 5.00 2.91† DR4 $10,085,000 5.00% Term Bonds due February 1, 2042, yield 2.98%†, CUSIP* Number 575829 DS2 $12,025,000 5.00% Term Bonds due February 1, 2047, yield 3.03%†, CUSIP* Number 575829 DT0 $96,280,000 State Revolving Fund Refunding Bonds, Series 2017 CUSIP* Maturity Principal Interest Number (August 1) Amount Rate Yield (575829) 2021 $25,750,000 5.00% 1.44% CM6 2022 10,820,000 5.00 1.62 CN4 2023 10,120,000 5.00 1.78 CP9 2024 14,665,000 5.00 1.94 CQ7 2025 11,845,000 5.00 2.11 CR5 2026 5,595,000 5.00 2.24 CS3 2027 5,715,000 5.00 2.35 CT1 2028 5,855,000 5.00 2.49 CU8 2029 5,915,000 5.00 2.68 CV6 * CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed on behalf of the American Bankers Association by S&P Global Market Intelligence. The CUSIP numbers are included solely for the convenience of owners of the Bonds and the Commonwealth is not responsible for the selection or the correctness of the CUSIP numbers printed herein. CUSIP numbers assigned to securities may be changed during the term of such securities based on a number of factors, including, but not limited to, the refunding or defeasance of such securities or the use of secondary market financial products. † Priced at the stated yield to the first call date of February 1, 2025. No dealer, broker, salesperson or other person has been authorized by the Massachusetts Clean Water Trust or the Underwriters of the Bonds to give any information or to make any representations, other than those contained in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by either of the foregoing. This Official Statement does not constitute an offer to sell or a solicitation of any offer to buy, nor shall there be any sale of the Bonds offered hereby by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein or included by reference herein has been furnished by the Trust and includes information obtained from other sources that are believed to be reliable, but is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the Underwriters or, as to information from other sources, the Trust. The information and expressions of opinion herein or included by reference herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Trust or the other matters described herein. The Underwriters of the Bonds have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their respective responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. IN CONNECTION WITH THIS OFFERING OF THE BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. [THIS PAGE INTENTIONALLY LEFT BLANK] TABLE OF CONTENTS Page Page INTRODUCTORY STATEMENT ....................................... 1 TAX EXEMPTION .............................................................. 1 9 State Revolving Funds .................................................. 2 VERIFICATION OF MATHEMATICAL The Trust’s SRF Bond Financing Programs ................. 2 ACCURACY ..................................................................... 20 MASTER TRUST AGREEMENT PROGRAM ................... 3 UNDERWRITING ............................................................... 20 THE MTA BONDS ................................................................ 3 RATINGS ............................................................................. 21 Special Obligations ....................................................... 3 FINANCIAL ADVISOR ...................................................... 21 Sources of Payment and Security ................................
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