Drexel University and Subsidiaries Consolidated Financial Statements for the Years Ended June 30, 2019 and 2018
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SUPPLEMENT NO. 1 DATED JULY 17, 2020 to OFFERING MEMORANDUM DATED JULY 15, 2020 relating to $104,100,000 DREXEL UNIVERSITY TAXABLE BONDS, SERIES OF 2020 The purpose of this Supplement is to correct the definition of “Authorized Denominations” set forth in Appendix C – “Summary of Certain Provisions of the Indenture” in the Offering Memorandum dated July 15, 2020, relating to the Drexel University Taxable Bonds, Series of 2020 (the “Offering Memorandum”). The definition of Authorized Denominations referenced in the previous sentence is inconsistent with all other references to Authorized Denominations elsewhere in the Offering Memorandum, which are not changed by this Supplement, and is inconsistent with the terms of the Indenture referenced therein. This Supplement should be read in conjunction with the Offering Memorandum. The definition of “Authorized Denomination” contained in Appendix C – “Summary of Certain Provisions of the Indenture” is hereby amended to read in full as follows: “Authorized Denomination” means $5,000 or any integral multiple thereof. All other provisions of the Offering Memorandum remain unchanged. THE INFORMATION CONTAINED IN THIS SUPPLEMENT TO OFFERING MEMORANDUM IS SUBJECT TO MORE COMPLETE INFORMATION CONTAINED IN THE ORIGINAL OFFERING MEMORANDUM. THIS SUPPLEMENT TO OFFERING MEMORANDUM IS TO BE READ ONLY IN CONJUNCTION WITH THE ORIGINAL OFFERING MEMORANDUM. THIS SUPPLEMENT TO OFFERING MEMORANDUM SHOULD NOT BE SEPARATED FROM THE ORIGINAL OFFERING MEMORANDUM, AND NEITHER THIS SUPPLEMENT TO OFFERING MEMORANDUM, NOR THE ORIGINAL OFFERING MEMORANDUM, MAY BE RELIED UPON IN ANY WAY INDEPENDENT OF EACH OTHER. [ THIS PAGE INTENTIONALLY LEFT BLANK ] NEW ISSUE: Book-Entry Only (See “RATINGS” herein) $104,100,000 Drexel University Taxable Bonds, Series of 2020 Dated: Date of Delivery Due: May 1, as shown on inside cover Interest on the Drexel University Taxable Bonds, Series of 2020 (the “2020 Bonds”) is payable on May 1 and November 1 in each year until maturity or earlier redemption, commencing November 1, 2020. The 2020 Bonds are payable by The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) pursuant to an Indenture of Trust dated as of July 1, 2020 ( the “Indenture”) between Drexel University (the “University”) and the Trustee. The 2020 Bonds are issuable only in fully registered form without coupons, and, when issued, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company (“DTC”), New York, New York. Purchases of beneficial ownership interests in the 2020 Bonds will be made in book-entry only form in denominations of $5,000 or any integral multiple thereof. So long as Cede & Co., as nominee of DTC is the registered owner, principal or redemption price of and interest on the 2020 Bonds is payable directly to DTC for redistribution to DTC Participants and in turn to the Beneficial Owners as described herein. Purchasers of the 2020 Bonds will not receive physical delivery of certificates representing their ownership interests in the 2020 Bonds purchased. See “THE 2020 BONDS – Book-Entry Only System” herein. The 2020 Bonds are subject to redemption prior to maturity as more fully described herein. The 2020 Bonds are being issued by the University to provide funds to reimburse the University for the costs of acquisition, through certain affiliates, of its undivided interest in the operations of, and a leasehold interest in the buildings, structures, real estate and appurtenant facilities and fixtures constituting, St. Christopher’s Hospital for Children located in Philadelphia and used by the University in connection with its academic medical education program in pediatric medicine (the “2020 Project”). See “PLAN OF FINANCE” herein. The 2020 Bonds constitute general obligations of the University, secured by a pledge of the University’s Unrestricted Gross Revenues (as defined herein). The University has other indebtedness secured by a pledge of its Unrestricted Gross Revenues. In addition, the University may incur additional indebtedness, and such additional indebtedness, if issued, may be either secured (including indebtedness secured on a parity with the 2020 Bonds) or unsecured. See “SECURITY FOR THE 2020 BONDS” herein. Interest on the 2020 Bonds is generally subject to inclusion in U.S. federal gross income of the holders thereof. For adiscussion of certain U.S. federal income tax considerations, see “TAX MATTERS” and “BENEFIT PLANS AND ERISA CONSIDERATIONS” herein. See “BONDHOLDERS’ RISKS” for certain risks associated with an investment in the 2020 Bonds. The scheduled payment of principal of and interest on the 2020 Bonds when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the 2020 Bonds by ASSURED GUARANTY MUNICIPAL CORP. This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read the entire Offering Memorandum to obtain information essential to making an informed investment decision regarding the 2020 Bonds. MATURITY DATE, PRINCIPAL AMOUNT, INTEREST RATE, YIELD AND CUSIP† $104,100,000 3.215% Drexel University Taxable Revenue Bonds, Series of 2020 Due May 1, 2050 Yield 3.215% CUSIP 26186R AA9 The 2020 Bonds are offered for delivery when, as and if issued by the University, and received by the Underwriters and subject to the approving legal opinion of Ballard Spahr LLP, Philadelphia, Pennsylvania, counsel to the University. Certain legal matters will be passed upon for the Underwriters by their counsel Dilworth Paxson LLP, Philadelphia, Pennsylvania. It is expected that the 2020 Bonds will be available for delivery through the facilities of DTC in New York, New York on or about July 22, 2020. Wells Fargo Securities PNC Capital Markets LLC Ramirez & Co., Inc. Dated: July 15, 2020 † CUSIP is a registered trademark of the American Bankers Association (the “ABA”). CUSIP data is provided by CUSIP Global Services, which is managed on behalf of the ABA by S&P Global Market Intelligence, a part of S&P Global Inc. The CUSIP numbers listed above are being provided solely for the convenience of the holders of 2020 Bonds only at the time of issuance of the 2020 Bonds and the University, the Trustee and the Underwriters do not make any representation with respect to such CUSIP numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP numbers are subject to being changed after the issuance of the 2020 Bonds as a result of various subsequent actions including, but not limited to, the procurement of secondary market portfolio insurance or other similar enhancement by investors that may be applicable to all or a portion of the 2020 Bonds. 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 2020 BONDS IS MADE ONLY BY MEANS OF THIS ENTIRE OFFERING MEMORANDUM. The information set forth herein has been obtained from Drexel University (the “University”) and other sources which are believed to be reliable, but the information provided by sources other than the University is not guaranteed as to accuracy or completeness by the University. 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 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, its responsibilities to investors under 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. IN CONNECTION WITH THIS OFFERING THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2020 BONDS AT A LEVEL ABOVE THAT 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 Underwriters or the University to give any information or to make any representations with respect to the 2020 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. This Offering Memorandum does not constitute an offer to sell or the solicitation of any offer to buy any of the 2020 Bonds in any jurisdiction in which it is unlawful to make such an offer, solicitation, or sale. The 2020 Bonds have not and will not be registered under the Securities Act of 1933, or under any state securities laws, and the Indenture has not been and will not be qualified under the Trust Indenture Act of 1939, as amended, because of available exemptions therefrom. Neither the Securities and Exchange Commission nor any federal, state, municipal, or other governmental agency will pass upon the accuracy, completeness, or adequacy of the Offering Memorandum. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR