This Offering Memorandum Provides Information on the Notes. for Convenience, Selected Information Is Presented on This Cover Page
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Book-Entry Only Form Rating: S&P “A-1+” See “RATING” herein This Offering Memorandum provides information on the Notes. For convenience, selected information is presented on this cover page. To make an informed decision regarding the Notes, a prospective investor should read this Offering Memorandum in its entirety. Unless otherwise indicated, capitalized terms have the meanings given in this Offering Memorandum. CARNEGIE MELLON UNIVERSITY TAXABLE COMMERCIAL PAPER NOTES Not to exceed $70,000,000 BofA Merrill Lynch, Dealer Taxable Commercial Paper The Taxable Commercial Paper Notes (the “Notes”) will be issued by Carnegie Mellon University (the “University”), as fully-registered notes and, when initially issued, will be registered in the name of Cede & Co., as nominee for DTC, which will act as securities depository for the Notes. Purchases of beneficial ownership interests in the Notes will be made in book-entry form only in the principal amount of $100,000 or any integral multiple of $1,000 in excess thereof. Beneficial owners of the Notes will not receive physical delivery of note certificates so long as DTC or a successor securities depository acts as the securities depository with respect to the Notes. Interest on each Note will be payable on the maturity date of the applicable Note. So long as DTC or its nominee is the registered owner of the Notes, payments of the principal of and interest on the Notes will be made directly to DTC. Disbursements of such payments to DTC participants is the responsibility of DTC, and disbursement of such payments to the beneficial owners is the responsibility of DTC participants. The Notes are not subject to redemption prior to their maturity dates. Proceeds from the sale of the Notes may be used by the University to refund outstanding debt of the University, to finance capital projects, to otherwise support the operations of the University, and for any other lawful activity of the University. The Notes will be issued pursuant to an Issuing and Paying Agent Agreement between the University and U.S. Bank National Association. THE NOTES ARE UNSECURED UNCOLLATERALIZED, GENERAL AND UNCONDITIONAL OBLIGATIONS OF THE UNIVERSITY. NEITHER THE FACILITIES OF THE UNIVERSITY NOR ANY OF ITS REVENUES ARE PLEDGED AS SECURITY FOR THE NOTES. SEE “SECURITY FOR THE NOTES” HEREIN. This Offering Memorandum is dated February 11, 2015 and the information contained herein speaks only as of that date. The information contained in this Offering Memorandum has been furnished by the University, DTC and other sources that are believed to be reliable. No dealer, broker, salesperson or any other person has been authorized by the University or Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Dealer”) to give any information or to make any representations other than those contained in this Offering Memorandum in connection with the offering contained herein, and, if given or made, such information or representations must not be relied upon as having been authorized by the University or the Dealer. This Offering Memorandum does not constitute an offer to sell or solicitation of an offer to buy, nor shall there be any sale of the Notes by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion herein are subject to change without notice, and neither delivery of this Offering Memorandum nor any sale made thereafter shall under any circumstances create any implication that there has been no change in the affairs of the University or in any other information contained herein, since the date of this Offering Memorandum. This Offering Memorandum contains “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements include, among others, statements concerning expectations, beliefs, opinions, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. When used in this Offering Memorandum, the words “project,” “estimate,” “intend,” “expect,” “scheduled,” “pro forma,” and similar words identify forward-looking statements. The forward- looking statements in this Offering Memorandum are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Dealer has reviewed the information in this Offering Memorandum in accordance with, and as a part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Dealer does not guarantee the accuracy or completeness of such information. In connection with this offering, the Dealer may engage in transactions that stabilize, maintain or otherwise affect the market prices of the Notes. Such transactions may include overallotments in connection with the underwriting and the purchase of Notes to cover Dealer short positions and the imposition of penalty bids. Such transactions, if commenced, may be discontinued at any time. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. TABLE OF CONTENTS INTRODUCTION .......................................................................................................................1 PAYMENT OF THE NOTES .....................................................................................................3 SECURITY FOR THE NOTES...................................................................................................4 THE NOTES ...............................................................................................................................5 PLAN OF REFUNDING .............................................................................................................6 EXISTING INDEBTEDNESS ....................................................................................................6 NOTEHOLDERS’ RISKS ...........................................................................................................7 LITIGATION MATTERS ...........................................................................................................7 LEGAL MATTERS .....................................................................................................................7 TAX MATTERS ..........................................................................................................................7 CONTINUING DISCLOSURE ...................................................................................................8 RATING ......................................................................................................................................8 THE DEALER .............................................................................................................................8 FINANCIAL STATEMENTS .....................................................................................................9 MISCELLANEOUS ....................................................................................................................9 APPENDIX A - CARNEGIE MELLON UNIVERSITY APPENDIX B - AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF CARNEGIE MELLON UNIVERSITY AS OF AND FOR THE FISCAL YEARS ENDED JUNE 30, 2014 AND JUNE 30, 2013 APPENDIX C - PROVISIONS REGARDING BOOK-ENTRY-ONLY SYSTEM [ THIS PAGE INTENTIONALLY LEFT BLANK ] OFFERING MEMORANDUM RELATING TO CARNEGIE MELLON UNIVERSITY TAXABLE COMMERCIAL PAPER NOTES Not to exceed $70,000,000 INTRODUCTION This Offering Memorandum, including the cover page, introduction, and appendices, provides information in connection with the issuance and sale by Carnegie Mellon University (the “University”) of its Taxable Commercial Paper Notes (the “Notes”), initially issued in book-entry form only. This introduction is not a summary of this Offering Memorandum. It is only a brief description of and guide to, and is qualified by more complete and detailed information contained in the entire Offering Memorandum, including the cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Offering Memorandum. The offering of Notes to potential investors is made only by means of the entire Offering Memorandum. See also the following appendices attached hereto: “APPENDIX A - CARNEGIE MELLON UNIVERSITY”, “APPENDIX B—AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF CARNEGIE MELLON UNIVERSITY AS OF AND FOR THE FISCAL YEARS ENDED JUNE 30, 2014 AND JUNE 30, 2013”; and “APPENDIX C—PROVISIONS REGARDING BOOK-ENTRY-ONLY SYSTEM.” THE UNIVERSITY Carnegie Mellon University is an independent, nonsectarian educational and research institution located on a 147 acre campus five miles from downtown Pittsburgh. The University is incorporated in the Commonwealth of Pennsylvania as a nonprofit corporation and is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. See Appendix A for a more detailed description of the University and Appendix B for the University’s audited financial statements for the fiscal