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The George Washington University Taxable Bonds, Series 2018

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The George Washington University Taxable Bonds, Series 2018 PRELIMINARY OFFERING MEMORANDUM DATED MARCH 20, 2018 NEW ISSUE — BOOK-ENTRY ONLY $793,000,000* THE GEORGE WASHINGTON UNIVERSITY TAXABLE BONDS, SERIES 2018 Dated: Date of Delivery Due: September 15, 2048* The George Washington University Taxable Bonds, Series 2018 (the “2018 Bonds”) offered hereby will be general unsecured obligations of The George Washington University (the “University”) and will be issued pursuant to the provisions of an Indenture of Trust dated as of April 1, 2018 (the “Indenture”), between the University and The Bank of New York Mellon, as trustee (the “Trustee”). The 2018 Bonds are payable by the University and from certain funds and accounts created and administered under the Indenture. The 2018 Bonds are being issued (1) to fund the optional redemption of certain currently outstanding taxable bonds of the University (the “Redeemed Bonds”), (2) to provide funds for authorized corporate purposes of the University and (3) to pay costs of issuance of the 2018 Bonds. See “PLAN OF FINANCING” and “SECURITY FOR THE 2018 BONDS.” Interest on the 2018 Bonds is payable on March 15 and September 15 of each year (each an “Interest Payment Date”), commencing September 15, 2018. The Record Date with respect to each Interest Payment Date is the first day of the month of each such Interest Payment Date, or, if such day is not a Business Day, the next succeeding Business Day. The 2018 Bonds are subject to optional redemption prior to maturity. See “THE 2018 BONDS - REDEMPTION.” Interest on, and gain, if any, earned on the sale or exchange or other taxable disposition of the 2018 Bonds are not excludable from gross income for federal income tax purposes. See “TAX MATTERS.” The 2018 Bonds are offered when, as and if issued and accepted by the Underwriters. Certain legal matters will be passed upon for the University by the Office of the Senior Vice President and General Counsel of the University, and by Ballard Spahr LLP, Washington, D.C., the University’s Special Counsel, and for the Underwriters by Parker Poe Adams & Bernstein LLP, Charlotte, North Carolina, Underwriters’ Counsel. It is expected that the 2018 Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about April __, 2018. BARCLAYS J.P. MORGAN LOOP CAPITAL MARKETS March __, 2018 This Preliminary Offering Memorandum and the information contained herein are subject to change, completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Offering Memorandum be accepted priorMemorandum to the time Offering to buy offers not be sold nor may These securities may completion or amendment. This Preliminary contained herein are subject to change, and the information Memorandum Offering jurisdiction securities these of sale offer, such which in any in any be there nor shall buy to offer an of solicitation or the sell to this Preliminaryoffer shall an circumstances constitute no Under Memorandum Offering form. final in is delivered such jurisdiction. prior of any or qualification under the securities to registration be unlawful laws solicitation or sale would * Preliminary; Subject to Change. $793,000,000* THE GEORGE WASHINGTON UNIVERSITY TAXABLE BONDS, SERIES 2018 MATURITY: September 15, 2048* INTEREST RATE PRICE CUSIP** _________________________ * Preliminary; Subject to Change. ** CUSIP is a registered trademark of the American Bankers Association. CUSIP Global Services is managed on behalf of the American Bankers Association by S&P Global Market Intelligence. Copyright©2018 CUSIP Global Services. All rights reserved. CUSIP data herein is provided by S&P Global Market Intelligence, a division of S&P Global, Inc. CUSIP data herein is provided for convenience of reference only. The University does not make any representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specific maturity is subject to being changed after the issuance of the 2018 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the 2018 Bonds. PROSPECTIVE BONDHOLDERS ARE ADVISED TO READ THIS ENTIRE OFFERING MEMORANDUM, INCLUDING THE APPENDICES HERETO. THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE 2018 BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. IN CONNECTION WITH THE OFFERING OF THE 2018 BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH 2018 BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. No dealer, broker, salesperson, or other person has been authorized by the University or the Underwriters to give any information or to make any representations with respect to the 2018 Bonds, other than those contained in this Offering Memorandum, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. Certain information contained herein has been obtained from The Depository Trust Company, Clearstream, Euroclear and other sources which are believed to be reliable, but is not guaranteed as to accuracy or completeness and is not to be construed as a representation of the University or the Underwriters. 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 herein shall, under any circumstances, create any implication that there has been no change in the affairs of the parties referred to above since the date hereof. See “AVAILABILITY OF CONTINUING DISCLOSURE” herein. This Offering Memorandum is not to be construed as a contract or agreement between the University and the purchasers or holders of any of the 2018 Bonds. This Offering Memorandum should be considered in its entirety and no one factor considered less important than any other by reason of its location herein. Where agreements, reports or other documents are referred to herein, reference should be made to such agreements, reports or other documents for more complete information regarding the rights and obligations of parties thereto, facts and opinions contained therein and the subject matter thereof. This Offering Memorandum contains statements which, to the extent they are not recitations of historical fact, constitute “forward-looking statements.” In this respect, the words “estimate,” “project,” “anticipate,” “expect,” “intend,” “believe” and similar expressions are intended to identify forward-looking statements. A number of important factors, including factors affecting the University’s financial condition, could cause actual results to differ materially from those stated in the forward-looking statements. THE 2018 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION BY REASON OF THE PROVISIONS OF SECTION 3(A)(4) OF THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. i THE GEORGE WASHINGTON UNIVERSITY PRINCIPAL OFFICIALS Thomas J. LeBlanc President Louis H. Katz* Executive Vice President and Treasurer Forrest Maltzman Provost and Executive Vice President for Academic Affairs Beth Nolan Senior Vice President and General Counsel _________________________ * On February 7, 2018, Mr. Katz announced that he will step down from his position as Executive Vice President and Treasurer at the end of June, 2018. Mark Diaz has been named as his successor. See Appendix A — “THE GEORGE WASHINGTON UNIVERSITY — Governance and Administration.” ii TABLE OF CONTENTS Page SUMMARY OF THE OFFERING ..................................................................................................................... iv INTRODUCTION ................................................................................................................................................ 1 THE UNIVERSITY .............................................................................................................................................. 2 PLAN OF FINANCING ....................................................................................................................................... 2 SECURITY FOR THE 2018 BONDS .................................................................................................................. 3 THE 2018 BONDS ............................................................................................................................................... 4 BOOK-ENTRY ONLY SYSTEM AND GLOBAL CLEARANCE PROCEDURES ......................................... 6 LEGAL MATTERS ............................................................................................................................................ 11 ENFORCEABILITY OF REMEDIES ............................................................................................................... 11 TAX MATTERS................................................................................................................................................
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