The Commonwealth of Massachusetts (the “Commonwealth”) anticipates selling approximately $2.7 billion* of Special Obligation Revenue Bonds (Unemployment Insurance Trust Fund), 2022 Series A and 2022 Series B (Federally Taxable) (Social Bonds), (the “2022 Bonds”) during the week of July 18, 2022.*

The 2022 Bonds are being issued as a new type of special obligation bond of the Commonwealth pursuant to Chapter 9 of the Acts of 2021 (as amended, the “UI Improvement Act”), the proceeds of which are expected to be used to (i) repay outstanding Federal Advances (as defined below) received by the Commonwealth under the federal unemployment insurance program, including interest thereon, (ii) fund a deposit to the Commonwealth’s account within the federal Unemployment Insurance Trust Fund (“UITF”) and (iii) pay related costs of issuing the 2022 Bonds. The 2022 Bonds are expected to amortize within 11 years* from the date of issuance, with the ability to redeem certain bonds prior to their stated maturity date.

Under the Social Security Act, states can receive loans (“Federal Advances”) from the federal government if the state’s unemployment insurance trust fund is depleted due to an economic crisis such as the COVID-19 pandemic. The Commonwealth received $2.268 billion in Federal Advances following the outset of COVID-19 in early 2020; after applying $500 million in American Rescue Plan Act of 2021 (“ARPA”) funds to the Federal Advances in March 2022, approximately $1.768 billion remains outstanding. Repaying Federal Advances and financing an incremental deposit to the UITF will help the Commonwealth to better manage the state unemployment tax rates for employers and finance unemployment insurance benefits to reduce economic hardship for those who have lost their jobs.

The 2022 Bonds are a partnership among several agencies of the Commonwealth, including the:

• Office of the State Treasurer and Receiver General, whose mission is to prudently manage and safeguard the Commonwealth’s public deposits and investments through sound business practices for the exclusive benefits of Massachusetts citizens, and perform these duties with integrity, excellence, and leadership,

• Executive Office for Administration and Finance, which develops and executes cost-effective public policy initiatives and services that ensure the financial stability, efficiency, and effectiveness of state and local government, and

• Executive Office of Labor and Workforce Development, along with its Department of Unemployment Assistance, which manages the Commonwealth’s workforce development and labor departments to ensure that workers, employers, and the unemployed have the tools and training needed to succeed in the Massachusetts economy.

“After two challenging years, and working with fellow state agencies, we are pleased to announce the upcoming bond issuance that will support our employer community, while restoring certainty to the Commonwealth’s Unemployment Insurance Trust Fund,” said State Treasurer Deborah B. Goldberg. “In addition, this bond financing will likely be the largest municipal Social and ESG Bond issuance in the nation to date. We look forward to pricing the transaction, repaying federal advances, and stabilizing the Fund for employers across the entire state.”

“This bond financing is an innovative solution that will allow the Commonwealth to repay the state’s Federal Advances while continuing to provide near-term relief to Massachusetts employers as they recover from the pandemic,” said Michael J. Heffernan, Secretary of Administration and Finance. “We thank our partners in the Legislature for working with us to achieve this objective.”

Rosalin Acosta, Secretary of Labor and Workforce Development, noted “At a time when the finances of the Commonwealth’s unemployment benefits system have been stressed as never before, we are proud of this result, which is a testament to our strong partnership with Executive Office for Administration and Finance, the State Treasurer’s Office, and with the Legislature and business community alike.”

Kestrel Verifiers conducted an independent external review of the 2022 Bonds to evaluate conformance with the International Capital Market Association’s Social Bond Principles, and the 2022 Bonds are designated as “Social Bonds” in reliance upon the Second Party Opinion from Kestrel Verifiers. Financing unemployment benefits and supporting the unemployed population is an eligible social project as defined by the International Capital Market Association’s Social Bond Principles.

Monica Reid, Chief Executive Officer of Kestrel Verifiers, said “The federal-state unemployment insurance system and the Commonwealth’s unemployment insurance program played a critical role in delivering economic relief to individuals and families experiencing financial hardship during the COVID-19 pandemic. Through our review we found the program to have extraordinary impact primarily for individuals and families, but also for businesses who benefit from the Commonwealth’s ability to manage unemployment tax rates.”

The financing not only focuses on the ‘S’ in ESG based on the use of proceeds and Social Bond designation, but also focuses on the ‘G,’ Governance, and promotes diversity and inclusion across the core working group and the underwriting syndicate. The core working group consists of a largely women-led team, including key leaders of Commonwealth agencies, the joint book-running senior manager at Jefferies LLC, and team leads for the financial advisor, PFM, and bond counsel, Mintz Levin. Of the 10 co-managers, six qualify as either Minority-Owned Business Enterprises, Women-Owned Business Enterprises or Service-Disabled Veteran-Owned Businesses, and the provider of the Second Party Opinion related to the Social Bond nature of the financing, Kestrel Verifiers, is a Women-Owned Small Business Enterprise.

Pricing for the 2022 Bonds is expected to take place during the week of July 18, 2022*, via negotiated sale. The underwriting syndicate is led by Jefferies LLC with BofA Securities, Inc. serving as joint-book-running senior manager. The Preliminary Official Statement and Investor presentation were made available to prospective investors on June 30, 2022.

For more information on the 2022 Bonds, please review the Preliminary Official Statement, which describes the terms of the 2022 Bonds and provides other information necessary for making any investment decision. This is not an offer to sell nor a solicitation of an offer to buy the 2022 Bonds. Any offer or solicitation with respect to the 2022 Bonds will be made solely by means of the Preliminary Official Statement or final Official Statement. The 2022 Bonds may only be purchased through a registered broker and in conjunction with the complete review of an Official Statement.

* Preliminary, subject to change.