In the opinion of Bond Counsel, under existing law, and, assuming compliance with the tax covenant described herein, interest on
the 2017 Series A/B Bonds is excluded, pursuant to Section 103(a) of the Internal Revenue Code of 1986, from the gross
income of the owners thereof for federal and State of Nebraska income tax purposes and is not an item of tax
preference for purposes of the federal alternative minimum tax. See, however, “FEDERAL AND
STATE INCOME TAXES” herein for a description of certain other tax considerations.
Nebraska Public Power District
$20,810,000 General Revenue Bonds, 2017 Series A
$65,180,000 General Revenue Bonds, 2017 Series B
Dated: Date of Delivery
Due: January 1, as shown on the inside cover page
The 2017 Series A Bonds (the “2017 Series A Bonds”) and the 2017 Series B Bonds (the “2017 Series B Bonds” and,
together with the 2017 Series A Bonds, the “2017 Series A/B 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 2017 Series A/B Bonds. Individual purchases will be made in book-entry-only form.
Purchasers will not receive certificates representing their interest in the 2017 Series A/B Bonds purchased. Principal of the
2017 Series A/B Bonds will be payable as provided on the inside cover page at the designated corporate trust operations office of
The Bank of New York Mellon Trust Company, N.A., in East Syracuse, New York, the Trustee and Paying Agent, and interest on
the 2017 Series A/B Bonds will be payable on January 1 and July 1 of each year, commencing July 1, 2017, to the registered
owners of such Bonds as of the 15
day of the calendar month preceding the next interest payment date. So long as DTC or its
nominee is the registered owner of the 2017 Series A/B Bonds, payments of the principal and interest on the 2017 Series A/B
Bonds will be made directly to DTC. Disbursements of such payments to DTC Participants are the responsibility of DTC and
disbursements of such payments to the beneficial owners is the responsibility of DTC Participants and Indirect Participants. See
“DESCRIPTION OF THE 2017 SERIES A/B BONDS—Book-Entry-Only System.”
The 2017 Series A/B Bonds are subject to redemption as described herein.
The 2017 Series A/B Bonds are being issued for the principal purpose of refunding certain of the District’s outstanding
General Bonds and paying costs of issuance. See “PLAN OF REFUNDING AND APPLICATION OF THE 2017 SERIES A/B
The 2017 Series A/B Bonds will be payable from the Net Revenues of the District’s System on a parity with the
outstanding General Bonds. See “THE DISTRICT—Additional Obligations” and “SECURITY FOR THE GENERAL BONDS.”
The 2017 Series A/B Bonds are not an obligation of the State of Nebraska, and said State is prohibited from
pledging its credit or funds for the payment of the 2017 Series A/B Bonds. The principal of and interest on the
2017 Series A/B Bonds are special obligations of the District payable from revenues pledged therefor pursuant to the
District’s General Resolution, as defined herein. The District has no taxing power.
The 2017 Series A/B Bonds are offered when, as and if issued and received by the Underwriters, and subject to the approval of
legality by Norton Rose Fulbright US LLP, New York, New York, Bond Counsel, and John C. McClure, Esq., General
Counsel to the District. Certain legal matters will be passed upon for the Underwriters by Nixon Peabody LLP,
New York, New York. It is expected that the 2017 Series A/B Bonds in definitive form will be ready for
delivery through the facilities of DTC in New York, New York, on or about April 19, 2017.
Wells Fargo Securities
BofA Merrill Lynch
Goldman, Sachs & Co.
Ameritas Investment Corp.
D.A. Davidson & Co.
Piper Jaffray & Co.
RBC Capital Markets
Dated: March 22, 2017