Drexel University and Subsidiaries Consolidated Financial Statements for the Years Ended June 30, 2019 and 2018
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SUPPLEMENT NO. 2 DATED JULY 8, 2020 to PRELIMINARY OFFICIAL STATEMENT DATED JULY 1, 2020 relating to $158,600,000* PENNSYLVANIA HIGHER EDUCATIONAL FACILITIES AUTHORITY (Commonwealth of Pennsylvania) $141,435,000* Drexel University Revenue Bonds, Series of 2020A and $17,165,000* Drexel University Revenue Bonds, Series of 2020B (Federally Taxable) The purpose of this Supplement is to amend certain information contained in the Preliminary Official Statement dated July 1, 2020, as supplemented by Supplement No. 1 dated July 2, 2020 relating to the Pennsylvania Higher Educational Facilities Authority Drexel University Revenue Bonds, Series of 2020A and Drexel University Revenue Bonds, Series of 2020B (Federally Taxable) (collectively, the “Preliminary Official Statement”). This Supplement should be read in conjunction with the Preliminary Official Statement. Terms used in this Supplement have the same meaning as in the Preliminary Official Statement unless specifically otherwise defined herein. Certain changes are being made to the Preliminary Official Statement as described herein. All other provisions of the Preliminary Official Statement remain unchanged. THE INFORMATION CONTAINED IN THIS SUPPLEMENT TO PRELIMINARY OFFICIAL STATEMENT IS SUBJECT TO MORE COMPLETE INFORMATION CONTAINED IN THE ORIGINAL PRELIMINARY OFFICIAL STATEMENT. THIS SUPPLEMENT TO PRELIMINARY OFFICIAL STATEMENT IS TO BE READ ONLY IN CONJUNCTION WITH THE ORIGINAL PRELIMINARY OFFICIAL STATEMENT. THIS SUPPLEMENT TO PRELIMINARY OFFICIAL STATEMENT SHOULD NOT BE SEPARATED FROM THE ORIGINAL PRELIMINARY OFFICIAL STATEMENT, AND NEITHER THIS SUPPLEMENT TO PRELIMINARY OFFICIAL STATEMENT, NOR THE ORIGINAL PRELIMINARY OFFICIAL STATEMENT, MAY BE RELIED UPON IN ANY WAY INDEPENDENT OF EACH OTHER. * Preliminary, subject to change The table captioned “Condensed Consolidated Statement of Activities“ on page A-45 in Appendix A to the Preliminary Official Statement is hereby amended as follows to correct the “Change in net assets from operating activities” for the Fiscal Year ended June 30, 2019 as follows: Condensed Consolidated Statement of Activities Fiscal Year ended June 30 (Dollars in Thousands) 20151 20161 20171 2018 2019 Without donor restrictions net assets activity Operating revenues and other support: Tuition and Fees (net of institutional financial aid) $ 627,933 $ 618,981 $ 599,917 $ 664,324 $ 665,764 Patient care activities 103,199 99,789 99,102 92,034 90,682 State appropriations 8,064 8,074 8,113 8,217 9,165 Grants, contracts, and similar agreements 104,259 118,184 117,574 126,377 111,794 Contributions 6,658 2,155 4,580 4,265 4,566 Endowment payout 11,076 10,570 8,754 11,503 9,893 Auxiliary enterprises 89,841 86,872 78,059 20,054 20,792 Other income 29,203 33,917 32,559 34,988 30,613 Net assets released from restrictions 71,095 55,214 46,984 52,420 52,734 Total operating revenue and support 1,051,328 1,033,756 995,642 1,014,182 996,003 Total operating expense 978,899 1,006,804 1,018,927 1,004,919 1,066,333 Change in net assets from operating activities 72,429 26,952 (23,285) 9,263 (70,330) Change in net assets from non- operating activities (16,997) (34,473) 35,358 11,001 4,550 Increase (decrease) in net assets – without donor restrictions 55,432 (7,521) 12,073 20,264 (65,780) Increase in net assets – with donor restrictions 7,807 17,378 22,772 62,494 12,783 Total change in net assets $ 63,239 $ 9,857 $ 34,845 $ 82,758 $ (52,997) 1 For fiscal years 2015, 2016 and 2017, the net assets were reclassified under the new accounting standard ASU 2016-14. 2 SUPPLEMENT NO. 1 DATED JULY 2, 2020 to PRELIMINARY OFFICIAL STATEMENT DATED JULY 1, 2020 relating to $158,600,000* PENNSYLVANIA HIGHER EDUCATIONAL FACILITIES AUTHORITY (Commonwealth of Pennsylvania) $141,435,000* Drexel University Revenue Bonds, Series of 2020A and $17,165,000* Drexel University Revenue Bonds, Series of 2020B (Federally Taxable) The purpose of this Supplement is to amend certain information contained in the Preliminary Official Statement dated July 1, 2020 relating to the Pennsylvania Higher Educational Facilities Authority Drexel University Revenue Bonds, Series of 2020A and Drexel University Revenue Bonds, Series of 2020B (Federally Taxable) (the “Preliminary Official Statement”). This Supplement should be read in conjunction with the Preliminary Official Statement. Terms used in this Supplement have the same meaning as in the Preliminary Official Statement unless specifically otherwise defined herein. Certain changes are being made to the Preliminary Official Statement as described herein. All other provisions of the Preliminary Official Statement remain unchanged. THE INFORMATION CONTAINED IN THIS SUPPLEMENT TO PRELIMINARY OFFICIAL STATEMENT IS SUBJECT TO MORE COMPLETE INFORMATION CONTAINED IN THE ORIGINAL PRELIMINARY OFFICIAL STATEMENT. THIS SUPPLEMENT TO PRELIMINARY OFFICIAL STATEMENT IS TO BE READ ONLY IN CONJUNCTION WITH THE ORIGINAL PRELIMINARY OFFICIAL STATEMENT. THIS SUPPLEMENT TO PRELIMINARY OFFICIAL STATEMENT SHOULD NOT BE SEPARATED FROM THE ORIGINAL PRELIMINARY OFFICIAL STATEMENT, AND NEITHER THIS SUPPLEMENT TO PRELIMINARY OFFICIAL STATEMENT, NOR THE ORIGINAL PRELIMINARY OFFICIAL STATEMENT, MAY BE RELIED UPON IN ANY WAY INDEPENDENT OF EACH OTHER. * Preliminary, subject to change The preliminary maturity table for the $17,165,000* Drexel University Revenue Bonds, Series of 2020B (Federally Taxable) is hereby amended as follows: PENNSYLVANIA HIGHER EDUCATIONAL FACILITIES AUTHORITY (Commonwealth of Pennsylvania) $17,165,000* Drexel University Revenue Bonds, Series of 2020B (Federally Taxable) MATURITIES, AMOUNTS, INTEREST RATES, YIELDS AND CUSIPS*‡ Maturity Date Principal Interest CUSIP‡ (May 1) Amount* Rate Yield (70917S) 2021 $ 355,000 2022 235,000 2023 240,000 2024 540,000 2025 545,000 2026 555,000 2027 1,925,000 2028 2,000,000 2029 1,885,000 2030 2,105,000 2031 2,080,000 2032 2,050,000 $2,650,000* Term Bonds due May 1, 2041; Interest Rate: _______%; Yield: _______; CUSIP‡ No. 70917S___ * Preliminary, subject to change ‡ 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 Authority, 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. 2 PRELIMINARY OFFICIAL STATEMENT DATED JULY 1, 2020 NEW ISSUE: Book-Entry Only (See “RATINGS” herein) In the opinion of Co-Bond Counsel, interest [(including accrued original issue discount)] on the 2020A Bonds (defined herein) is not includable in gross income for purposes of federal income taxation under existing statutes, regulations, rulings and court decisions, subject to the condition described in “TAX MATTERS—2020A BONDS” herein. Interest on the 2020A Bonds is not treated as an item of tax preference under Section 57 of the Internal Revenue Code of 1986, as amended (the “Code”) for purposes of the federal alternative minimum tax. Interest on the 2020B Bonds is fully subject to federal income tax. Under the laws of the Commonwealth of Pennsylvania, the interest on the 2020 Bonds is exempt from Pennsylvania personal income tax and the Pennsylvania corporate net income tax. For a more complete discussion, see “TAX MATTERS—2020A BONDS” and “TAX MATTERS—2020B BONDS” herein. , solicitation or sale would be $158,600,000* PENNSYLVANIA HIGHER EDUCATIONAL FACILITIES AUTHORITY (Commonwealth of Pennsylvania) $141,435,000* Drexel University Revenue Bonds, Series of 2020A and $17,165,000* Drexel University Revenue Bonds, Series of 2020B (Federally Taxable) Dated: Date of Delivery Due: May 1, as shown on inside cover Interest on the Drexel University Revenue Bonds, Series of 2020A (the “2020A Bonds”) and the Drexel University Revenue Bonds, Series of 2020B (Federally Taxable) (the “2020B Bonds” and together with the 2020A Bonds, 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 successor trustee (the “Trustee”) pursuant to an Amended and Restated Trust Indenture dated as of August 1, 2020, which amends and restates the Trust Indenture dated as of March 1, 1985, as previously amended and supplemented, and a First Supplemental Trust Indenture dated as of August 1, 2020 (the “First Supplemental Indenture” and, together with the Amended and Restated Trust Indenture, the “Indenture”) between the Pennsylvania Higher Educational Facilities Authority (the “Authority”) 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.