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West Virginia University Health System Obligated Group Preliminary Offering Memorandum Dated July 18, 2018

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West Virginia University Health System Obligated Group Preliminary Offering Memorandum Dated July 18, 2018 SUBJECT TO COMPLETION PRELIMINARY OFFERING MEMORANDUM DATED JULY 18, 2018 NEW ISSUE: Book-Entry Only Ratings: Standard & Poor’s: A Moody’s: A2 See “BOND RATINGS” herein $210,405,000* WEST VIRGINIA UNIVERSITY HEALTH SYSTEM OBLIGATED GROUP TAXABLE BONDS 2018 SERIES B Dated: Date of Delivery Price: ____% CUSIP No. [__________]** Due: June 1, 2048 The $210,405,000* West Virginia University Health System Obligated Group Taxable Bonds, 2018 Series B (the “2018 B Bonds”) will be issued pursuant to the terms of a Bond Indenture dated as of August 1, 2018 (the “Bond Indenture”), by and between West Virginia United Health System, Inc. d/b/a West Virginia University Health System, a West Virginia nonprofit corporation (“WVUHS”), as Obligated Group Agent (as defined herein), and The Bank of New York Mellon, as bond trustee (the “Bond Trustee”). The proceeds of the 2018 B Bonds will be used by the Obligated Group Agent on behalf of the Obligated Group (as defined herein), together with other available funds, for the purposes set forth in INTRODUCTION“ – The 2018 B Bonds.” The 2018 B Bonds, when issued, will be registered initially only in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the 2018 B Bonds. Purchasers of the 2018 B Bonds will not receive certificates representing their interests in the 2018 B Bonds purchased. Purchases of the 2018 B Bonds will be made in book-entry form, in the denomination of $1,000 and any integral multiple thereof. Principal of, premium, if any, and interest on the 2018 B Bonds will be paid by the Bond Trustee to DTC, which in turn will remit such principal, premium, if any, and interest payments to its participants for subsequent disbursement to the beneficial owners of 2018 B Bonds. As long as Cede & Co. is the registered owner and nominee of DTC, disbursement of payments shall be the responsibility of DTC and its participants. See “BOOK-ENTRY ONLY SYSTEM” herein. Interest on the 2018 B Bonds will be payable on June 1 and December 1 of each year, commencing on December 1, 2018. The 2018 B Bonds are subject to optional redemption prior to their maturity dates in the manner set forth herein. THE 2018 B BONDS ARE SUBJECT TO CERTAIN RISKS. SEE “BONDHOLDERS’ RISKS” HEREIN. Interest on and profit, if any, on the sale of the 2018 B Bonds are not excludable from gross income for federal, state or local income tax purposes. See “CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS” herein. The 2018 B Bonds have not been registered under the Securities Act of 1933, as amended, or any state securities laws. The 2018 B Bonds are secured under the provisions of the Bond Indenture and the Master Indenture (as defined herein) and are payable solely from the Trust Estate (as defined herein). The sources of payment of, and security for, the 2018 B Bonds are more fully described in this Offering Memorandum. BY VIRTUE OF THE OBLIGATIONS OF THE OBLIGATED GROUP UNDER THE MASTER INDENTURE, THE 2018 B BONDS ARE ON PARITY WITH CERTAIN OTHER OBLIGATIONS OF THE OBLIGATED GROUP AS TO LIEN ON GROSS RECEIPTS AND SOURCES OF PAYMENT. SEE “SECURITY AND SOURCES OF PAYMENT FOR THE 2018 B BONDS – OTHER LONG-TERM INDEBTEDNESS OF THE OBLIGATED GROUP” HEREIN. The 2018 B Bonds are offered when, as and if issued by the Obligated Group Agent and received by the Underwriters, subject to prior sale, withdrawal or modification of the offer without notice, and to the approving legal opinion of Spilman Thomas & Battle, PLLC, Charleston, West Virginia, special counsel to the Obligated Group. Certain legal matters will be passed upon by Robert J. O’Neil, Esq., as General Counsel for the Obligated Group, Jackson Kelly PLLC, Charleston, West Virginia, as counsel for the Underwriters and Spilman Thomas & Battle, PLLC, as disclosure counsel for the Obligated Group. It is expected that the 2018 B Bonds will be available for book-entry delivery to DTC in New York, New York, on or about August 1, 2018. BofA Merrill Lynch Barclays July __, 2018 * Preliminary, subject to change. ** The CUSIP (Committee on Uniform Securities Identification Procedures) numbers on the inside cover of this Offering Memorandum have been assigned by an organization not affiliated with the Obligated Group or the Bond Trustee, and such parties are not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers are included solely for the convenience of Bondholders and no representation is made as to the correctness of the CUSIP numbers printed on the inside cover hereof. 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 issue or the use of secondary market financial products. None of the Obligated Group, the Underwriters or the Bond Trustee has agreed to, nor is there any duty or obligation to, update this Offering Memorandum to reflect any change or correction in the CUSIP numbers printed on the inside cover This Preliminary Offering Memorandum and the information contained herein are subject to completion and amendment. Under no circumstances shall this Preliminary Offering Memorandum constitute an offer to sell or the solicitation of an Under no circumstances shall this Preliminary constitute an offer Memorandum Offering This Preliminary contained herein are subject to completion and amendment. and the information Memorandum Offering prior of such jurisdiction. or qualification under the securities to registration be unlawful laws solicitation or sale would sale of these securities jurisdiction nor shall there be any in any in which such offer, to buy, offer hereof. This Offering Memorandum does not constitute an offer to sell the 2018 B Bonds or the solicitation of an offer to buy, nor shall there be any sale of the 2018 B Bonds by any person in any state or other jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale in such state or jurisdiction. No dealer, salesperson or any other person has been authorized to give any information or to make any representation other than those contained herein in connection with the offering of the 2018 B Bonds and, if given or made, such information or representation must not be relied upon. The information set forth herein has been obtained from the Obligated Group and other sources which are believed to be reliable, but the Underwriters do not guarantee the accuracy or completeness of the information, and the information is not to be construed or relied upon as a representation or promise by the Underwriters. The information and expressions of opinions herein are subject to change without notice, and neither the delivery of this Offering Memorandum nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in any of the information set forth herein since the date hereof. The prices and other terms respecting the offering and sale of the 2018 B Bonds may be changed from time to time by the Underwriters after the 2018 B Bonds are released for sale, and the 2018 B Bonds may be offered and sold at prices other than the initial offering prices, including to dealers who may sell the 2018 B Bonds into investment accounts. IN CONNECTION WITH THE OFFERING OF THE 2018 B BONDS, THE UNDERWRITERS MAY OVER ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2018 B BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE ORDER AND PLACEMENT OF MATERIALS IN THIS OFFERING MEMORANDUM, INCLUDING THE APPENDICES, ARE NOT TO BE DEEMED TO BE A DETERMINATION OF RELEVANCE, MATERIALITY, OR IMPORTANCE, AND THIS OFFERING MEMORANDUM, INCLUDING THE APPENDICES, MUST BE CONSIDERED IN ITS ENTIRETY. THE OFFERING OF THE 2018 B BONDS IS MADE ONLY BY MEANS OF THIS ENTIRE OFFERING MEMORANDUM. The Underwriters have provided the following sentence for inclusion in the Offering Memorandum. The Underwriters have reviewed the information in this Offering Memorandum in accordance with, and as part of, their responsibilities to investors under the federal securities law as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. THE 2018 B BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND THE BOND INDENTURE HAS NOT BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, BECAUSE OF AVAILABLE EXEMPTIONS THEREFROM. THE 2018 B BONDS HAVE NOT BEEN APPROVED, DISAPPROVED, ENDORSED, OR RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, NO INDEPENDENT PERSON HAS CONFIRMED THE ACCURACY OR TRUTHFULNESS OF THIS DISCLOSURE, NOR WHETHER IT IS COMPLETE. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. PROSPECTIVE PURCHASERS SHOULD MAKE THEIR OWN DECISION WHETHER THIS OFFERING MEETS THEIR INVESTMENT OBJECTIVES AND RISK TOLERANCE LEVEL. This Offering Memorandum speaks only as of the date printed on the cover page hereof. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Offering Memorandum nor any sale made hereunder shall, under any circumstance, create any implication that there has been no change in the affairs of the parties referred to above since the date hereof in any of the information set forth herein since the date hereof or the date as of which particular information was given, if earlier.
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