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25000000 the Pittsburgh Water and Sewer Authority REOFFERING CIRCULAR Book-Entry Only RATINGS: See “Ratings of the Reoffered Bonds” herein At the time of original issuance and delivery of the Reoffered Bonds, Bond Counsel delivered its opinion (the “Original Opinion”) to the effect that, as of the date of issuance of the Reoffered Bonds, under then existing law, and assuming compliance with certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”) and covenants regarding the use, expenditure and investment of proceeds of the Reoffered Bonds, interest on the Reoffered Bonds would be excluded from gross interest of the owners of the Reoffered Bonds for federal income tax purposes. The Original Opinion has not been updated or reissued in connection with the remarketing of the Reoffered Bonds. On September 1, 2010, Bond Counsel will deliver an opinion to the effect that the remarketing of the Reoffered Bonds will not in and of itself adversely affect the exclusion of interest on the Reoffered Bonds from gross income for purposes of federal income taxation. Bond Counsel will not express an opinion regarding the current status of such interest for federal income tax purposes. See “Tax Matters” herein. $25,000,000 THE PITTSBURGH WATER AND SEWER AUTHORITY $10,000,000 Water and Sewer System Subordinate Revenue Refunding Bonds, Series C-1A of 2008 (Term Mode) (CUSIP 725304 RH4) Price: 100% Term Rate: 0.45% $10,000,000 Water and Sewer System Subordinate Revenue Refunding Bonds, Series C-1B of 2008 (Term Mode) (CUSIP 725304 RJ0) Price: 100% Term Rate: 0.45% $5,000,000 Water and Sewer System Subordinate Revenue Refunding Bonds, Series C-1C of 2008 (Term Mode) (CUSIP 725304 RK7) Price: 100% Term Rate: 0.45% Dated: Date of Original Issuance Mandatory Tender Date: September 1, 2011 Due: September 1, 2035 The Pittsburgh Water and Sewer Authority (the “Authority” or “PWSA”) is reoffering its (Variable Rate Demand) Water and Sewer System Subordinate Revenue Refunding Bonds, Series C-1 of 2008 (Term Mode) (the “Series 2008C-1 Bonds”). A portion of the Series 2008C-1 Bonds will be reoffered in three sub-series consisting of $10,000,000 Water and Sewer System Subordinate Revenue Refunding Bonds, Series C-1A of 2008 (Term Mode) (the “Series 2008C-1A Bonds”), $10,000,000 Water and Sewer System Subordinate Revenue Refunding Bonds, Series C-1B of 2008 (Term Mode) (the “Series 2008C-1B Bonds”) and $5,000,000 Water and Sewer System Subordinate Revenue Refunding Bonds, Series C-1C of 2008 (Term Mode) (the “Series 2008C-1C Bonds” and together with the Series 2008C-1A Bonds and the Series 2008C-1B Bonds, the “Reoffered Bonds”). See “REMARKETING PLAN.” The Reoffered Bonds are dated as of the date of the original issuance, June 12, 2008 (“Date of Original Issuance”) and were originally issued pursuant to the Subordinate Trust Indenture, dated as of July 15, 1995, as amended and supplemented (the “Subordinate Indenture”), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as Trustee (in such capacity, the “Trustee”). The Reoffered Bonds will be issued in book-entry form registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”). The payment of the principal of and premium, if any, and interest on the Reoffered Bonds will be made by the Trustee directly to Cede & Co., as nominee for DTC, a registered owner of the Reoffered Bonds, to be subsequently disbursed to DTC Participants and thereafter to beneficial owners of the Reoffered Bonds, all as described herein. Purchasers of the Reoffered Bonds will not receive physical delivery of certificates representing their ownership interest in the Reoffered Bonds. See “BOOK-ENTRY ONLY SYSTEM”. The Reoffered Bonds will initially be issued in fully registered form in minimum denominations of $5,000. The Reoffered Bonds will be reoffered in the Term Mode and are subject to mandatory tender on September 1, 2011 (the “Term Mode Date”). The Reoffered Bonds will bear interest at the applicable Term Rates established by the Remarketing Agent, payable on March 1, 2011 and on each September 1 and March 1 thereafter. This Reoffering Circular describes the terms and provisions of the Reoffered Bonds while in the Term Mode only. The Reoffered Bonds are limited obligations of the Authority payable from the Receipts and Revenues (as defined in the Subordinate Indenture) pledged thereto and subordinate to the pledge thereon securing the First Lien Bonds issued pursuant to the provisions of the First Lien Indenture, as described herein and on a parity with the other Subordinate Bonds issued pursuant to the provisions of the Subordinate Indenture, as described herein. Each sub-series of Reoffered Bonds as specified below is also payable from funds drawn by the Trustee under separate irrevocable direct pay letters of credit (collectively, the “Letters of Credit”) issued by: NORTHWEST SAVINGS BANK ESB BANK WASHINGTON FINANCIAL BANK (formerly Washington Federal Savings Bank) (Series 2008C-1A Bonds) (Series 2008C-1B Bonds) (Series 2008C-1C Bonds) The Letters of Credit will each be confirmed by irrevocable confirming letters of credit (the “Confirming Letters of Credit”) issued by FEDERAL HOME LOAN BANK OF PITTSBURGH The Letters of Credit and the Confirming Letters of Credit will expire on November 9, 2011. The scheduled payment of principal of and interest on the Reoffered Bonds when due is guaranteed under a municipal bond insurance policy originally delivered on June 12, 2008 by ASSURED GUARANTY MUNICIPAL CORP. (FORMERLY KNOWN AS FINANCIAL SECURITY ASSURANCE INC.) See “BOND INSURANCE”. THE REOFFERED BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE FROM THE RECEIPTS AND REVENUES (AS DEFINED IN THE INDENTURE) PLEDGED THERETO. NEITHER THE CITY OF PITTSBURGH NOR THE COMMONWEALTH OF PENNSYLVANIA NOR ANY POLITICAL SUBDIVISION (OTHER THAN THE AUTHORITY) THEREOF IS OBLIGATED TO PAY THE PRINCIPAL, REDEMPTION PRICE OF, OR INTEREST ON, THE REOFFERED BONDS, AND NEITHER THE FULL FAITH, CREDIT NOR TAXING POWER OF THE CITY OF PITTSBURGH OR THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER POLITICAL SUBDIVISION (OTHER THAN THE AUTHORITY) THEREOF IS PLEDGED TO SUCH PAYMENT. THE AUTHORITY HAS NO TAXING POWER. The Reoffered Bonds are reoffered subject to the receipt of the approving legal opinion of Pepper Hamilton LLP, Bond Counsel. Certain legal matters will be passed upon for the Authority by Thorp, Reed & Armstrong, LLP. The Authority expects that delivery of the Reoffered Bonds in definitive form will be made in New York, New York, on or about September 1, 2010. BOENNING & SCATTERGOOD, INC. Dated: August 27, 2010 THE PITTSBURGH WATER AND SEWER AUTHORITY Dan Deasy, Chairman Robert P. Jablonowski, Vice Chairman Scott Kunka, Treasurer Henry C. Blum, Secretary Margaret L. Lanier, Assistant Secretary/Assistant Treasurer Patrick Dowd, Member Michael P. Kenney, Executive Director AUTHORITY COUNSEL Thorp, Reed & Armstrong, LLP Pittsburgh, Pennsylvania AUTHORITY CONSULTING ENGINEER Chester Engineers Pittsburgh, Pennsylvania FINANCIAL ADVISOR PNC Capital Markets LLC Pittsburgh, Pennsylvania BOND COUNSEL Pepper Hamilton LLP Pittsburgh, Pennsylvania REMARKETING AGENT Boenning & Scattergood, Inc. Pittsburgh, Pennsylvania TRUSTEE AND PAYING AGENT The Bank of New York Mellon Trust Company, N.A. Pittsburgh, Pennsylvania LETTER OF CREDIT PROVIDERS For the Series 2008C-1A Bonds: For the Series 2008C-1B Bonds: For the Series 2008C-1C Bonds: Northwest Savings Bank ESB Bank Washington Financial Bank (Formerly Washington Federal Savings Bank) COUNSEL TO LETTER OF CREDIT PROVIDERS Cohen & Grigsby, P.C. Pittsburgh, Pennsylvania CONFIRMING LETTER OF CREDIT PROVIDER Federal Home Loan Bank of Pittsburgh BOND INSURER Assured Guaranty Municipal Corp. (formerly known as “Financial Security Assurance Inc.”) No dealer, broker, salesperson or other person has been authorized by the Authority to give any information or to make any representation in connection with the Reoffered Bonds or the matters described herein, other than those contained in this Reoffering Circular, and, if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing. This Reoffering Circular does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Reoffered Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. All quotations from and summaries and explanations of provisions of laws herein do not purport to be complete and reference is made to said laws for full and complete statements of their provisions. This Reoffering Circular is not to be construed as a contract or agreement between the Authority and the purchasers or holders of any of the Reoffered Bonds. Any statements made in this Reoffering Circular involving matters of opinion, whether or not expressly so stated, are intended merely as opinion and not as representations of fact. The order and placement of materials in this Reoffering Circular, including the Appendices, are not to be deemed to be a determination of relevance, materiality or importance, and this Reoffering Circular, including the Appendices, must be considered in its entirety. The Authority has deemed this Reoffering Circular to be final for the purposes of Securities and Exchange Commission Rule 15c2-12(b)(3) promulgated under the Securities Exchange Act. Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance
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