Series 2019C Offering Circular

NEW ISSUE – BOOK-ENTRY ONLY In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax, and (ii) interest on, and any profit made on the sale, exchange or other disposition of, the Bonds are exempt from all Ohio state and local taxation, except the estate tax, the domestic insurance company tax, the dealers in intangibles tax, the tax levied on the basis of the total equity capital of financial institutions, and the net worth base of the corporate franchise tax. Interest on the Bonds may be subject to certain federal taxes imposed only on certain corporations. For a more complete discussion of the tax aspects, see “TAX MATTERS” herein. $35,815,000 STATE OF OHIO HIGHER EDUCATIONAL FACILITY REVENUE BONDS (CASE WESTERN RESERVE UNIVERSITY PROJECT) SERIES 2019C Dated: Date of issuance Due: As shown on inside cover The $35,815,000 State of Ohio Higher Educational Facility Revenue Bonds (Case Western Reserve University Project) Series 2019C (the “Bonds”) when, as and if issued, will be special obligations of the State of Ohio issued by the Ohio Higher Educational Facility Commission (the “Commission”). The Bonds will be issued pursuant to a Trust Agreement, dated as of December 1, 2019 (the “Trust Agreement”), between the Commission and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”). It is expected that simultaneously with the issuance of the Bonds the Commission will issue $30,550,000 in aggregate principal amount of the State of Ohio Higher Educational Facility Revenue Bonds (Case Western Reserve University Project) Series 2019B (the “Series 2019B Bonds”). The Bonds are being issued to (i) finance the costs of certain educational facilities and (ii) pay costs of issuance of the Bonds, and for such other uses as are permitted under the Lease (as defined below) and Chapter 3377 and Sections 9.98 through 9.983 of the Ohio Revised Code (collectively, the “Act”), including providing for funded interest. The Bonds will be payable from the revenue and other money pledged by the Trust Agreement, which include the payments required to be made by Case Western Reserve University (the “University”) under a certain Lease (the “Lease”) between the Commission and the University. The Bonds are issuable as registered bonds without coupons and initially will be registered only in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Bonds. The Bonds will be issuable only under the book-entry system maintained by DTC through brokers and dealers who are, or act through, Direct Participants or Indirect Participants, and purchasers of the Bonds will not receive physical delivery of bond certificates. Principal of and premium, if any, on the Bonds will be payable to the registered owner upon presentation and surrender at the designated corporate trust office of the Trustee in New Albany, Ohio, and interest will be transmitted by the Trustee on each interest payment date to the registered owner as of the applicable record date preceding that interest payment date, all as more fully described herein. The Bonds will mature on the dates and will pay interest at the rates per annum set forth on the inside front cover page of this Offering Circular. The initial Interest Rate Mode for the Bonds is the Long Term Mode and the Bonds will be subject to mandatory tender on December 1, 2026. The Bonds will mature and be subject to mandatory redemption, extraordinary optional redemption, optional redemption and purchase in lieu of redemption prior to maturity as described herein. The Bonds do not represent or constitute a debt or pledge of the faith and credit of the Commission or the State of Ohio (the “State”), will not be secured by an obligation or pledge of any money raised by taxation, and do not grant to the Holders any rights to have the State or any political subdivision thereof levy any taxes or appropriate any funds for the payment of bond service charges on the Bonds. The Commission has no taxing power. The Bonds are offered when, as and if issued by the Commission and accepted by Barclays Capital Inc., acting on behalf of itself and as representative of the other underwriters named below (collectively, the “Underwriters”), subject to the opinion on certain legal matters relating to their issuance of Squire Patton Boggs (US) LLP, Bond Counsel. Certain legal matters will be passed upon for the University by Peter M. Poulos, Esq., its General Counsel and Deputy Secretary, and by Thompson Hine LLP, its counsel, and for the Underwriters by their counsel, Forbes, Fields & Associates, Co., L.P.A. Raymond James & Associates, Inc. is financial advisor to the University. It is expected that the Bonds and the Series 2019B Bonds will be available for delivery through DTC on or about December 17, 2019. BARCLAYS J.P. MORGAN DREXEL HAMILTON This cover page contains certain information for quick reference only. It is not a summary of this Offering Circular. Investors must read the entire Offering Circular to obtain information essential to the making of an informed investment decision. This Offering Circular has been prepared by Case Western Reserve University in connection with the original offering for the sale of the Bonds. The information contained in this Offering Circular speaks only as of its date. December 4, 2019 PRINCIPAL MATURITY SCHEDULE $35,815,000 STATE OF OHIO HIGHER EDUCATIONAL FACILITY REVENUE BONDS (CASE WESTERN RESERVE UNIVERSITY PROJECT) SERIES 2019C Price: 100.000% Initial Interest Rate Mode: Long Term Mode Initial Long Term Interest Rate Period: From Issue Date to and including November 30, 2026 Initial Long Term Rate: 1.625% Maturity Date: December 1, 2034 Initial CUSIP Number:† 67756DVP8 Interest Payment Dates: Each June 1 and December 1, beginning June 1, 2020. Long Term Rate Mandatory Purchase The Bonds are subject to mandatory tender for purchase on December 1, 2026. Date: During the initial Long Term Interest Rate Period, the Bonds are subject to optional Optional Redemption: redemption on any date on or after June 1, 2026, as further described herein. The initial Long Term Interest Rate Period and the Long Term Rate and Long Term Rate Mandatory Purchase Date for the initial Long Term Interest Rate Period were determined by the Underwriters, in consultation with the University. † CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by S&P Capital IQ on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP services provided by CUSIP Global Services. CUSIP numbers are included herein solely for the convenience of the purchasers of the Bonds. None of the Commission, the University nor the Underwriters shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. TABLE OF CONTENTS Page INTRODUCTION ........................................................................................................................................ 1 THE COMMISSION .................................................................................................................................... 2 CASE WESTERN RESERVE UNIVERSITY ............................................................................................. 3 PLAN OF FINANCE AND USE OF PROCEEDS ...................................................................................... 3 THE BONDS ................................................................................................................................................ 3 SECURITY AND SOURCES OF PAYMENT ............................................................................................ 8 DEBT SERVICE REQUIREMENTS ......................................................................................................... 10 INVESTMENT CONSIDERATIONS ....................................................................................................... 11 THE GUARANTY ..................................................................................................................................... 11 ENFORCEABILITY OF REMEDIES ....................................................................................................... 12 LITIGATION .............................................................................................................................................. 12 ELIGIBILITY UNDER OHIO LAW FOR INVESTMENT AND AS SECURITY FOR THE DEPOSIT OF PUBLIC FUNDS ............................................................................................... 13 TAX MATTERS ......................................................................................................................................... 13 APPROVAL OF LEGAL PROCEEDINGS ............................................................................................... 15 RATINGS ................................................................................................................................................... 15 UNDERWRITING ....................................................................................................................................

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