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CITY of SAN ANTONIO, TEXAS ELECTRIC and GAS SYSTEMS Ld Ld Nor May Offers to Buy Be Ac JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES 2019

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CITY of SAN ANTONIO, TEXAS ELECTRIC and GAS SYSTEMS Ld Ld Nor May Offers to Buy Be Ac JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES 2019 PRELIMINARY OFFICIAL STATEMENT DATED: OCTOBER 10, 2019 RATINGS: Fitch "AA+" Moody's " Aa2" S&P "AA-" NEW ISSUE –BOOK ENTRY-ONLY SYSTEM See "RATINGS" herein cepted prior to cepted prior the In the opinion of Norton Rose Fulbright US LLP and Kassahn & Ortiz, P.C., Co-Bond Counsel, assuming continuing compliance by the City (defined below) after the date of initial delivery of the Bonds (defined below) with certain covenants described in the Ordinance (defined below) and subject to the matters described herein under "TAX MATTERS", interest on the Bonds under existing statutes, regulations, rulings, and court decisions (1) will be nor shall there be any sale of sale any be there shall nor excludable from the gross income of the owners thereof for federal income tax purposes under section 103 of the Internal Revenue Code of 1986, as amended, and (2) will not be included in computing the alternative minimum taxable income of the owners thereof. See "TAX MATTERS" herein. $243,655,000* CITY OF SAN ANTONIO, TEXAS ELECTRIC AND GAS SYSTEMS ld ld nor may offers to buy be ac JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES 2019 olicitation of an offer to buy, Dated: November 1, 2019 (Interest to accrue from the Closing Date) Due: February 1, as shown herein The $243,655,000* City of San Antonio, Texas Electric and Gas Systems Junior Lien Revenue Refunding Bonds, Series 2019 (the "Bonds") will be issued under and in conformity with the Constitution and general laws of the State of Texas, including Chapters 1207 and 1371, as amended, Texas Government Code (together, the "Act"), and pursuant to an ordinance ("Ordinance") adopted by the City Council ("City Council") of the City of San Antonio, Texas ("City") on April 11, 2019. As permitted by applicable provisions of the Act, the City Council has, in the Ordinance, delegated to certain City representatives the authority to execute an approval certificate (the "Approval Certificate") establishing final characteristics and terms of the sale of the Bonds. These securities may not be so The Bonds are being issued to: (i) refund certain outstanding obligations of the City identified in Appendix E hereto ("Refunded Bonds") for debt service savings, and (ii) pay costs and expenses relating to the issuance of the Bonds. ification under the securities laws of any such jurisdiction.securities the under ification The Bonds are issuable only as fully registered obligations in denominations of $5,000 or any integral multiple thereof. Interest on the Bonds will accrue from the date of their initial delivery (the "Closing Date") to the initial purchasers thereof named below (collectively, the "Underwriters") (expected to occur on or about November 20, 2019*) and will be payable on February 1 and August 1 of each year, commencing February 1, 2020. The Bonds will be issued in book-entry-only form and when issued will be registered in the name of Cede & Co., as nominee of The Depository Trust ation or qual or ation Company, New York, New York ("DTC") acting as securities depository ("Securities Depository"). The City reserves the right to discontinue the use of the Securities Depository, but so long as DTC or its nominee is the registered owner of the Bonds, purchasers of the Bonds ("Beneficial Owners") will not receive physical delivery of certificates representing their interest in the Bonds purchased. The principal of, premium, if any, and interest on the Bonds will be payable by The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, as Paying Agent / Registrar, to prior to registr the Securities Depository, which will in turn remit such principal, premium, if any, and interest to the Beneficial Owners. See "THE BONDS – Book- Entry-Only System" herein. In the Bond Ordinances (defined herein), the City has authorized the City Public Service Board of San Antonio ("CPS", "Board" or "CPS Energy") to manage, operate, and maintain the City's Electric and Gas Systems (the "Systems"). The Bonds are special obligations of the City, payable from and equally and ratably secured, together with the currently outstanding Junior Lien Obligations and any Additional Junior Lien Obligations hereafter issued by the City, by a junior lien on and pledge of the Net Revenues of the Systems, subject and subordinate to the liens thereon and pledges thereof securing the outstanding Senior Lien Obligations and any Additional Senior Lien Obligations hereafter issued, but senior and superior to the liens thereon and pledges thereof securing the currently outstanding Commercial Paper Obligations and any Inferior Lien Obligations, respectively, as fully set forth in the Ordinance (capitalized but undefined terms in this sentence are defined herein). The City has reserved the right to grant equal and ratable liens on and pledges of Net Revenues to secure payment of Additional Junior Lien Obligations hereafter issued in accordance with the Ordinance. See "THE BONDS – Authority and Security for the Bonds" herein. itation or sale would be unlawful unlawful be would sale or itation The Ordinance does not create a mortgage or other security interest on the property of the Systems. The Bonds are special obligations of the City payable only from the Net Revenues of the Systems, at the level of priority described above, and the taxing power of none of the City, any other political subdivision of the State of Texas, or the State of Texas is pledged for the payment thereof. SEE INSIDE COVER PAGE FOR MATURITIES, INTEREST RATES AND PRICING SCHEDULE The Bonds are offered for initial delivery when, as, and if issued and received by the Underwriters and subject to the approval of the Attorney General of the nt and the information contained herein are subject to completion or amendment without notice State of Texas and the approval of certain legal matters by Norton Rose Fulbright US LLP and Kassahn & Ortiz, P.C., both of San Antonio, Texas, as Co-Bond Counsel. Certain legal matters will be passed upon for the City by the City Attorney, by Carolyn E. Shellman, Esq., General Counsel for the City Public tion in which such offer, solic Service Board, and for the Underwriters by their legal counsel, McCall, Parkhurst & Horton L.L.P., of San Antonio, Texas. The Bonds are expected to be available for initial delivery to the Underwriters and credited through DTC on or about November 20, 2019*. CITIGROUP FROST BANK PIPER JAFFRAY & CO. RAMIREZ & CO., INC UBS these securities in jurisdic any time theOfficial Statement is delivered in final form. no circumstances Under shall this Preliminary Official Statement constitute an offer to sell or the s This Preliminary Official Stateme __________________________________________________ *Preliminary, subject to change. MATURITIES, INTEREST RATES AND PRICING SCHEDULE $243,655,000* CITY OF SAN ANTONIO, TEXAS ELECTRIC AND GAS SYSTEMS JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES 2019(1) Due February 1 in the years shown below Stated Principal Interest Initial Maturity* Amount ($)* Rate (%) Yield (%) CUSIP No.(2) 2033 2,165,000 2034 52,500,000 2035 51,975,000 2036 54,020,000 2037 56,130,000 2038 5,855,000 2039 6,400,000 2040 6,990,000 2041 7,620,000 _____________________________________________________________ *Preliminary, subject to change. (1) The Bonds are subject to redemption prior to stated maturity at the prices, in the amounts, and at the times described herein. Any Term Bonds (defined herein) will be subject to mandatory sinking fund redemption. See "THE BONDS – Redemption of Bonds". (2) CUSIP numbers are included solely for the convenience of the owners of the Bonds. CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by S&P Global Market Intelligence on behalf of the American Bankers Association. No assurance can be given that the CUSIP number for a particular maturity of the Bonds will remain the same after the date of delivery of the Bonds. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. None of the City, the Board, the Co-Financial Advisors, or the Underwriters shall be responsible for the selection, changes to, errors, or correctness of the CUSIP numbers set forth herein. ii CITY OF SAN ANTONIO, TEXAS CITY COUNCIL Ron Nirenberg, Mayor Jada Andrews-Sullivan Roberto Treviño Rebecca Viagran Dr. Adriana Rocha Garcia Shirley Gonzales Melissa Cabello Havrda Ana Sandoval Manny Pelaez John Courage Clayton Perry KEY MANAGEMENT & PERSONNEL Erik Walsh – City Manager Ben Gorzell, Jr. – Chief Financial Officer Leticia M. Vacek – City Clerk Andrew Segovia – City Attorney CITY PUBLIC SERVICE BOARD OF SAN ANTONIO John T. Steen, Jr., Chair Dr. Willis Mackey, Vice Chair Edward B. Kelley, Trustee Janie Gonzalez, (1) Trustee Ron Nirenberg, Mayor Paula Y. Gold-Williams – President & Chief Executive Officer ("CEO") Delores Lenzy-Jones(2) – Chief Financial Officer ("CFO") & Treasurer Carolyn E. Shellman, Esq. – Secretary, Chief Legal & Administrative Officer (1) Confirmed by the City Council on January 31, 2019, and officially appointed to the Board on February 1, 2019. (2) Began tenure with CPS Energy on February 18, 2019, after completion of a national search. EXECUTIVE MANAGEMENT Paula Y. Gold-Williams – President & Chief Executive Officer ("CEO") Chris C. Eugster – Chief Operating Officer ("COO") Carolyn E. Shellman, Esq. – Chief Legal Officer & General Counsel ("CLO&GC") Fred Bonewell – Chief Security, Safety & Gas Solutions Officer ("CSSGO") Felecia Etheridge
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