SUPPLEMENT NO. 1 DATED JULY 8, 2020 to PRELIMINARY OFFERING MEMORANDUM DATED JULY 1, 2020 Relating to $104,245,000* DREXEL UNIVE
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SUPPLEMENT NO. 1 DATED JULY 8, 2020 to PRELIMINARY OFFERING MEMORANDUM DATED JULY 1, 2020 relating to $104,245,000* DREXEL UNIVERSITY TAXABLE BONDS, SERIES OF 2020 The purpose of this Supplement is to amend certain information contained in the Preliminary Offering Memorandum dated July 1, 2020 relating to the Drexel University Taxable Bonds, Series of 2020 (the “Preliminary Offering Memorandum”). This Supplement should be read in conjunction with the Preliminary Offering Memorandum. Terms used in this Supplement have the same meaning as in the Preliminary Offering Memorandum unless specifically otherwise defined herein. Certain changes are being made to the Preliminary Offering Memorandum as described herein. All other provisions of the Preliminary Offering Memorandum remain unchanged. THE INFORMATION CONTAINED IN THIS SUPPLEMENT TO PRELIMINARY OFFERING MEMORANDUM IS SUBJECT TO MORE COMPLETE INFORMATION CONTAINED IN THE ORIGINAL PRELIMINARY OFFERING MEMORANDUM. THIS SUPPLEMENT TO PRELIMINARY OFFERING MEMORANDUM IS TO BE READ ONLY IN CONJUNCTION WITH THE ORIGINAL PRELIMINARY OFFERING MEMORANDUM. THIS SUPPLEMENT TO PRELIMINARY OFFERING MEMORANDUM SHOULD NOT BE SEPARATED FROM THE ORIGINAL PRELIMINARY OFFERING MEMORANDUM, AND NEITHER THIS SUPPLEMENT TO PRELIMINARY OFFERING MEMORANDUM, NOR THE ORIGINAL PRELIMINARY OFFERING MEMORANDUM, 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 Offering Memorandum 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 PRELIMINARY OFFERING MEMORANDUM DATED JULY 1, 2020 NEW ISSUE: Book-Entry Only (See “RATINGS” herein) $104,245,000* 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 a discussion 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† $__________ ____% Drexel University Taxable Revenue Bonds, Series of 2020 Due May 1, 2050* Yield ___% CUSIP_______ 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 __________, 2020. Wells Fargo Securities PNC Capital Markets LLC Ramirez & Co., Inc. Dated: __________, 2020 * 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 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 This Preliminary Offering Memorandum and the information contained herein are subject to change, completion or amendment without The notice. 2020 Bonds may not be sold nor may offers to buy be accepted prior to the time the Offering Memorandum is delivered in final form. Under no circumstances shall this Preliminary Offering Memorandum constitute an offer to sell or the solicitation of an offer to buy nor shall there be any saleoffer, solicitation of or the 2020 Bonds in any jurisdiction in which such sale would be unlawful prior to registration, qualification or exemption under the securities laws of any such jurisdiction. 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.