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The Corporation of Gonzaga University PRELIMINARY OFFERING MEMORANDUM DATED OCTOBER 6, 2016 NEW ISSUE RATINGS: Moody’s: A3 BOOK‑ENTRY ONLY Fitch: A (See “RATINGS”) Interest on the 2016A Bonds is not excluded from gross income for federal income tax purposes. See “TAX MATTERS” herein. $96,625,000* THE CORPORATION OF GONZAGA UNIVERSITY Revenue and Refunding Taxable Bonds, Series 2016A Dated: Date of Delivery Maturity: April 1, as shown on inside cover The Corporation of Gonzaga University (the “University”) is issuing its Revenue and Refunding Taxable Bonds, Series 2016A, in the principal amount of $96,625,000* (the “2016A Bonds”), pursuant to an Indenture of Trust (the “Indenture”) dated as of October 1, 2016, between the University and U.S. Bank National Association (the “Trustee”). The proceeds of the 2016A Bonds will be used for the purpose of: (1) redeeming all of the Washington Higher Education Facilities Authority (the “Authority”) Revenue and Refunding Revenue Bonds (Gonzaga University Project), Series 2009 (the “2009A Bonds”); (2) redeeming a portion of the Authority’s Refunding Revenue Bonds (Gonzaga University Project), Series 2009B (the “2009B Bonds”); (3) redeeming all of the Authority’s Refunding Revenue Bonds (Gonzaga University Project), Series 2010A (the “2010A Bonds”); (4) redeeming all of the Authority’s Revenue Bonds (Gonzaga University Project), Series 2012A (the “2012A Bonds”); (5) redeeming all of the Authority’s Revenue Bonds (Gonzaga University Project), Series 2012B (the “2012B Bonds”); (6) paying for the planning, designing, constructing, installing and furnishing of capital improvements to the University’s facilities; and (7) paying all of the costs of issuing the 2016A Bonds and the University’s $35,575,000 Revenue and Refunding Taxable Bonds, Series 2016B (the “2016B Bonds”). The 2016A Bonds will be issued as fully registered bonds under a book-entry system, initially registered to Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the 2016A Bonds. Individual purchases of the 2016A Bonds will be made in the principal amount of $1,000 each or integral multiples thereof within a single maturity and will be in book-entry form only. Purchasers will not receive certificates representing their interest in the 2016A Bonds, except as described herein. The Trustee will serve as registrar, paying agent and transfer agent (the “Bond Registrar”) for the 2016A Bonds. For so long as the 2016A Bonds are held by DTC in book- entry form, principal and interest payments will be made as described herein. The 2016A Bonds will accrue interest from their dated date, payable semiannually on each April 1 and October 1, commencing April 1, 2017, to their respective dates of maturity or earlier redemption. The 2016A Bonds are subject to optional and mandatory sinking fund redemption prior to maturity at the redemption prices and under the circumstances described under “THE 2016A BONDS – Redemption Provisions.” The obligations of the University under the Indenture constitute a general obligation of the University to the payment of which the University has pledged certain of its Unrestricted Gross Revenues (the “Pledged Revenues”). Subject to the provisions of an intercreditor agreement, the Pledged Revenues also secure the obligations of the University under: (1) a certain loan agreement pursuant to which the Authority issued its 2009B Bonds; (2) a certain loan agreement pursuant to which the Authority issued its Revenue Bonds (Gonzaga University Project), Series 2013A and the Authority’s Taxable Revenue Bonds (Gonzaga University Project), Series 2013B (collectively, the “2013 Bonds”); (3) two interest rate swap transactions between the University and Bank of America, N.A., under an ISDA Master Agreement dated as of May 24, 2006, evidenced by a confirmation dated June 11, 2007, for a transaction with an effective date of October 1, 2014, and a confirmation dated June 28, 2007, for a transaction with an effective date of October 1, 2012; (4) two lines of credit evidenced by Credit Agreements between the University and each of U.S. Bank National Association and Wells Fargo Bank, National Association; and (5) the 2016B Bonds. In addition, the University has reserved the right to incur additional debt and encumber the Pledged Revenues, all as described herein. See “SECURITY FOR THE 2016A BONDS.” This cover page contains certain information for quick reference only and is not a summary of this issue. Investors must read the entire Offering Memorandum to obtain information essential to the making of an informed investment decision. The 2016A Bonds are offered when, as and if issued and accepted by the Underwriters. Certain legal matters will be passed upon for the University by its Special Counsel, Kutak Rock LLP, Spokane, Washington, and for the Underwriters by their counsel, Foster Pepper PLLC, Seattle, Washington. It is expected that delivery of the 2016A Bonds will occur on or about October __, 2016, at the facilities of DTC in New York, New York, or to the Bond Registrar on behalf of DTC by Fast Automated Securities Transfer. Barclays Piper Jaffray & Co. This Preliminary Offering Memorandum and the information contained herein are subject to completion and amendment. The 2016A Bonds may not be sold, nor may offers to buy be accepted, priorbe accepted, this Preliminarytime the to buy to Offering offers may nor sold, be not may Bonds 2016A The amendment. and completion subject to are herein contained This Preliminaryinformation the and Memorandum Offering jurisdiction in any in sale of the 2016A Bonds, nor shall there be any buy, to to sell or a solicitation of an offer Under no circumstances shall this Preliminary constitute an offer Memorandum Offering form. in final is delivered Memorandum such jurisdiction. prior of any or qualification under the securities to registration be unlawful laws solicitation or sale would which such offer, * Preliminary; subject to change. THE CORPORATION OF GONZAGA UNIVERSITY REVENUE AND REFUNDING TAXABLE BONDS, SERIES 2016A ∗ $96,625,000 ___% Term Bond due April 1, 2046* at yield of ___ CUSIP No.(1) ______. (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein are provided by Standard & Poor’s CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The CUSIP numbers listed above are being provided solely for the convenience of the bondholders, and neither the University nor the Underwriters make any representation with respect to such numbers or undertake any responsibility for their accuracy. The CUSIP numbers are subject to change after the issuance of the 2016A Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the 2016A Bonds. * Preliminary; subject to change. ∗ Preliminary; subject to change. THE INFORMATION SET FORTH HEREIN HAS BEEN FURNISHED BY THE UNIVERSITY AND CERTAIN OTHER SOURCES THAT THE UNIVERSITY BELIEVES TO BE RELIABLE BUT IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS BY, AND IS NOT TO BE CONSTRUED AS A REPRESENTATION BY, THE UNDERWRITERS. THE INFORMATION AND EXPRESSIONS OF OPINION CONTAINED HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE. IN CONNECTION WITH THE OFFERING OF THE 2016A BONDS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2016A BONDS AT LEVELS 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 UNIVERSITY OR THE UNDERWRITERS TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFERING OF THE 2016A BONDS OTHER THAN THOSE CONTAINED HEREIN; AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE UNIVERSITY OR THE UNDERWRITERS. THIS OFFERING MEMORANDUM IS NOT TO BE CONSTRUED AS A CONTRACT WITH THE PURCHASERS OF THE 2016A BONDS. STATEMENTS IN THIS OFFERING MEMORANDUM THAT ARE NOT HISTORICAL INFORMATION ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE FEDERAL SECURITIES LAWS. THESE FORWARD-LOOKING STATEMENTS INCLUDE THE DISCUSSIONS OF THE UNIVERSITY’S EXPECTATIONS REGARDING THE OPERATIONS OF THE UNIVERSITY AND OTHER MATTERS. IN THIS RESPECT, THE WORDS “ESTIMATE,” “PROJECT,” “ANTICIPATE,” “EXPECT,” “INTEND,” “BELIEVE,” “FORECAST” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. ALTHOUGH THE UNIVERSITY BELIEVES ITS EXPECTATIONS REGARDING FUTURE EVENTS ARE BASED ON REASONABLE ASSUMPTIONS WITHIN THE SCOPE OF ITS KNOWLEDGE, THE UNIVERSITY CAN GIVE NO ASSURANCE THAT ITS GOALS WILL BE ACHIEVED OR THAT ITS EXPECTATIONS REGARDING FUTURE DEVELOPMENTS WILL BE REALIZED. THE FORWARD-LOOKING STATEMENTS IN THIS OFFERING MEMORANDUM, INCLUDING THOSE SET FORTH IN APPENDIX A, ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THESE STATEMENTS. THE UNDERWRITERS HAVE PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS 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 LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITERS DO NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE 2016A 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. FOR STATE OF WASHINGTON RESIDENTS: (1) OFFERS AND SALES OF THE 2016A BONDS TO RESIDENTS OF THE STATE OF WASHINGTON MAY BE MADE (A) ONLY IF THE WASHINGTON ADMINISTRATOR OF SECURITIES DOES NOT DISALLOW THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF WASHINGTON WITHIN TEN FULL BUSINESS DAYS FOLLOWING A NOTICE FILING WITH RESPECT TO THE 2016A BONDS AND (B) THEREAFTER, ONLY TO PERSONS WHO, PRIOR TO THE DATE OF THIS OFFERING MEMORANDUM, WERE MEMBERS OF, CONTRIBUTORS TO, OR LISTED AS PARTICIPANTS IN, THE UNIVERSITY, OR THEIR RELATIVES.
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