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Horace Mann School J.P PRELIMINARY OFFERING MEMORANDUM DATED JUNE 29, 2017 NEW ISSUE – BOOK-ENTRY ONLY RATING: S&P: “AA-” See “RATING” herein. $40,000,000* HORACE MANN SCHOOL Taxable Bonds, Series 2017A Dated: Date of Delivery Due: July 1, as shown below Horace Mann School Taxable Bonds, Series 2017A (the “Bonds”) are being issued by Horace Mann School (the “School”) pursuant to a Trust Agreement, dated as of July 1, 2017 (the “Trust Agreement”), between the School and The Bank of New York Mellon, as Bond Trustee (the “Bond Trustee”). The School intends to use the proceeds of the Bonds for its general corporate purposes, which purposes would not adversely affect the School’s qualification as an entity described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, including to finance and refinance (including through reimbursement to the School) various capital projects on the School’s campus, and to pay the costs of issuing the Bonds. The Bonds are issuable as fully registered bonds in denominations of $1,000 or any whole multiple thereof. Purchases of Bonds will be made in book-entry form only, and individual purchasers will not receive physical delivery of bond certificates. When issued, the Bonds will be registered under a book-entry system in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York, or such other name as may be requested by an authorized representative of DTC. Interest on the Bonds is payable on January 1, 2018, and semiannually thereafter on each July 1 and January 1. So long as Cede & Co. is the registered owner of the Bonds, payments of principal or Redemption Price of and interest on the Bonds will be made to Cede & Co., which will in turn remit such payments to Direct Participants (as defined herein) and Indirect Participants (as defined herein) for subsequent disbursement to the beneficial owners of the Bonds. So long as Cede & Co. is the registered owner of the Bonds, references herein to the holders or registered owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. See “THE BONDS – Book-Entry Only System.” The Bonds are subject to optional redemption prior to maturity as described herein. See “THE BONDS – Redemption.” The Bonds constitute unsecured general obligations of the School. The School has other unsecured general obligations outstanding. Moreover, the School is not restricted by the Trust Agreement or otherwise from incurring additional indebtedness. Such additional indebtedness, if issued, may be either secured or unsecured. See “THE BONDS – Security Provisions Relating to the Bonds” and “ANNUAL DEBT SERVICE REQUIREMENTS.” Interest on the Bonds is not excludable from gross income for federal income tax purposes. See “CERTAIN UNITED STATED FEDERAL INCOME TAX CONSIDERATIONS.” The Bonds have not been registered under federal securities laws in reliance upon an exemption from registration under Section 3(a)(4) of the Securities Act of 1933, as amended. Maturity* Principal Interest (July 1) Amount Rate Price CUSIP† 2022 2024 2027 2047 This cover page contains certain information for quick reference only. It is not intended to be a summary of this issue. Investors are advised to read this entire Offering Memorandum to obtain information essential to the making of an informed investment decision. The Bonds are being offered when, as and if issued by the School and accepted by the Underwriter, subject to prior sale, withdrawal or modification of the offer without notice. Certain legal matters will be passed upon for the School by its Special Financing Counsel, Dentons US LLP, New York, New York, and its General Counsel, Schulte Roth & Zabel LLP, New York, New York. Certain legal matters will be passed upon for the Underwriter by its counsel, Greenberg Traurig, LLP, Boston, Massachusetts. It is expected that the Bonds will be available for delivery through the facilities of DTC on or about July __, 2017. J.P. Morgan July __, 2017 * Preliminary, subject to change. † CUSIP is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by S&P Global Market Intelligence. Copyright © 2017 CUSIP Global Services. All rights reserved. The CUSIP numbers herein are not intended to create a database and do not serve in any way as a substitute for CUSIP service. The CUSIP numbers have been assigned by an independent company not affiliated with the School, the Bond Trustee or the Underwriter and are included solely for the convenience of the bondholders. None of the School, the Bond Trustee or the Underwriter shall be responsible for the selection or correctness of the CUSIP numbers set forth above. The CUSIP numbers are subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the Bonds. None of the School, the Bond Trustee or the Underwriter has agreed to, nor is there any duty or obligation to, update this Offering Memorandum to reflect any change or correction in the This Preliminary Offering Memorandum and the information contained herein are subject to change without notice and to completion or amendment in a final Offering Memorandum. Under no circumstances shall this Preliminary Offering Memorandum. This Preliminary contained herein are subject to change without notice and completion or amendment in a final Offering and the information Memorandum Offering prior or qualification under the securities to registration be unlawful solicitation or sale would jurisdiction sale of the Bonds in any in which such offer, nor shall there be any to buy to sell or a solicitation of an offer constitute an offer Memorandum such jurisdiction. of any laws CUSIP numbers printed herein. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representation other than those contained in this Offering Memorandum in connection with the offering described herein, and, if given or made, such other information or representation must not be relied upon as having been authorized by the School or the Underwriter. This Offering Memorandum does not constitute an offer to sell or the solicitation of any offer to buy any securities other than the Bonds offered hereby, nor shall there be any offer or solicitation of such offer or sale of the Bonds in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The Underwriter has provided the following sentence for inclusion in this Offering Memorandum. The Underwriter has reviewed the information in this Offering Memorandum in accordance with, and as part of, its responsibilities under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. All quotations from and summaries and explanations of laws and documents herein do not purport to be complete, and reference is made to such laws and documents for full and complete statements of their provisions. Any statements made in this Offering Memorandum involving estimates or matters of opinion, whether or not expressly so stated, are intended merely as estimates or opinions and not as representations of fact. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Offering Memorandum nor any sale of the Bonds shall under the circumstances create any implication that there has been no change in the affairs of the School since the date hereof. This Offering Memorandum contains statements which, to the extent they are not recitations of historical fact, constitute “forward-looking statements”. In this regard, the words “may,” “will,” “plan,” “expect,” “estimate,” “budget,” “intend,” “project,” “forecast,” and similar expressions are intended to identify forward-looking statements. Such statements are based on the current expectations of the party making such statements as well as assumptions based on the information currently available to such party. A number of important factors, including factors affecting the School’s financial condition and factors which are otherwise unrelated thereto, could cause actual results to differ materially from those stated in such forward-looking statements. THE SCHOOL HAS NO OBLIGATION TO, AND DOES NOT PLAN TO, ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS, CONDITIONS OR CIRCUMSTANCES THAT OCCUR THAT DIFFER FROM THE EXPECTATIONS OR ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED. Upon issuance, the Bonds will not be registered under the Securities Act of 1933, as amended, in reliance upon an exemption under Section 3(a)(4) of such act and the Trust Agreement has not been qualified under the Trust Indenture Act of 1939, as amended, in reliance upon an exemption under Section 304(a)(4) of such act. The Bonds will not be listed on any stock or other securities exchange. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE BONDS TO CERTAIN DEALERS AND DEALER BANKS AND OTHERS AT A PRICE LOWER THAN THE PUBLIC OFFERING PRICE STATED ON THE COVER PAGE HEREOF AND SAID OFFERING
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