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3.841% Taxable Bonds, Series 2017

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3.841% Taxable Bonds, Series 2017 NEW ISSUE-FULL BOOK ENTRY Ratings: Moody’s: “Aa1” (Stable Outlook) S&P: “AA” (Stable Outlook) See “RATINGS” herein $402,320,000 UNIVERSITY OF SOUTHERN CALIFORNIA 3.841% Taxable Bonds, Series 2017 Price: 100% Yield: 3.841% CUSIP No. 914886AC01 Dated: Date of Delivery Due: October 1, 2047 The above-described bonds (the “Bonds”) are issuable only as fully registered bonds in denominations of $1,000 and integral multiples thereof. Interest from the date of delivery of the Bonds is payable on each April 1 and October 1, commencing October 1, 2017. The Bonds will initially be maintained in book-entry form registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), to which payments of principal of, premium, if any, and interest on, the Bonds will be made by The Bank of New York Mellon Trust Company, N.A., Los Angeles, California, as Bond Trustee (the “Bond Trustee”). Individual purchases will be made in book-entry form only. Purchasers of Bonds will not receive physical delivery of bond certificates. So long as Cede & Co. is the registered owner, as nominee of DTC, references herein to the registered owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners (hereinafter defined) of the Bonds. So long as Cede & Co., as nominee of DTC, is the registered owner, payments on the Bonds will be made directly to Cede & Co. Disbursement of such payments to DTC’s Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC’s Direct Participants and DTC’s Indirect Participants, as more fully described herein. See “BOOK ENTRY ONLY SYSTEM” herein. The Bonds are subject to optional and mandatory sinking fund redemption prior to maturity as described herein. The Bonds have not been registered under the Securities Act of 1933, as amended, in reliance upon the exception from registration set forth in Section 3(a)(4) of such Act. The Bonds will be issued by the University of Southern California (the “University”) pursuant to a Bond Indenture, dated as of April 1, 2017 (the “Bond Indenture”), by and between the University and the Bond Trustee. The proceeds of the sale of the Bonds will be used by the University for any of its general corporate purposes and to pay costs of issuance of the Bonds. The Bonds constitute full faith and credit unsecured general obligations of the University. Moreover, the University is not restricted by the Bond Indenture or otherwise from incurring additional indebtedness. Such additional indebtedness, if issued, may be either secured or unsecured and may be entitled to payment prior to payment on the Bonds. See “SECURITY FOR THE BONDS” herein. UNIVERSITY OF SOUTHERN CALIFORNIA The Bonds are offered by the Underwriters, when, as and if issued, subject to prior sale, to withdrawal or modification of the offer without notice, and to the approval of legality by Hawkins Delafield & Wood LLP, Los Angeles, California and New York, New York, special counsel to the University. In addition, certain legal matters will be passed upon for the University by its Senior Vice President and General Counsel, and for the Underwriters by their counsel, Nixon Peabody LLP, Los Angeles, California. It is expected that the Bonds in definitive form will be available for delivery to the Underwriters in New York, New York on or about April 18, 2017. Morgan Stanley Barclays BofA Merrill Lynch Dated: April 10, 2017. 1 CUSIP Copyright, American Bankers Association. See the CUSIP footnote on page ii, SUMMARY OF THE OFFERING. [THIS PAGE INTENTIONALLY LEFT BLANK] No dealer, broker, salesperson or other person has been authorized by the University or the Underwriters to give information or to make representations with respect to the Bonds, other than those contained in this Offering Memorandum, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Offering Memorandum does not constitute an offer by any person to sell or the solicitation by any person of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. Certain information contained herein has been obtained from the University and other sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation of, the Underwriters. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Offering Memorandum nor any sales made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the parties referred to above since the date hereof. The order and placement of materials in this Offering Memorandum, including the Appendices, are not to be deemed a determination of relevance, materiality or importance, and this Offering Memorandum, including its Appendices, must be considered in its entirety. This offering of the Bonds is made only by means of this entire Offering Memorandum. 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 the offering of the Bonds and the security therefor, but the Underwriters do not guarantee the accuracy or completeness of such information. _________________________ IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. _________________________ CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS IN THIS OFFERING MEMORANDUM Certain statements included or incorporated by reference in this Offering Memorandum constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “project,” “budget” or other similar words. Such forward-looking statements include, but are not limited to, certain statements contained in the information in APPENDIX A - “THE UNIVERSITY OF SOUTHERN CALIFORNIA.” THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE UNIVERSITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR. THE BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SECTION 3(a)(4) OF SUCH ACT. THE BOND INDENTURE HAS NOT BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR REGISTERED WITH OR APPROVED BY THE SECURITIES COMMISSION OR ANY REGULATORY AUTHORITY OF ANY STATE, NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR THE ADEQUACY OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Statements in this Offering Memorandum are made as of the date hereof unless stated otherwise and neither the delivery of this Offering Memorandum at any time, nor any sales thereunder, shall under any circumstances create an implication that the information contained herein is correct as of any time subsequent to the date hereof. Any references to internet websites in this Offering Memorandum are shown for reference and convenience only; unless explicitly stated to the contrary, the information contained within the websites and any links contained within those websites are not incorporated herein by reference and do not constitute part of this Offering Memorandum. In making an investment decision, investors must rely on their own examination of the University and the terms of the offering, including the merits and risks involved. Prospective investors should not construe the contents of this Offering Memorandum as legal, tax or investment advice. TABLE OF CONTENTS Page INTRODUCTION ......................................................................................................................................................... 1 General ...................................................................................................................................................................... 1 The Bonds ................................................................................................................................................................
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