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University of Notre Dame Du NEW ISSUE — BOOK-ENTRY-ONLY RATING: Moody’s: Aaa (See “RATING” herein.) $400,000,000 UNIVERSITY OF NOTRE DAME DU LAC TAXABLE FIXED RATE BONDS, SERIES 2017 Dated: Date of Issuance Interest Payable on February 15 and August 15 The Bonds are being issued pursuant to an Indenture (the “Indenture”) dated as of December 1, 2017, between University of Notre Dame du Lac (the “University”) and Wells Fargo Bank, National Association, as trustee, paying agent and registrar (the “Trustee”). Proceeds from the sale of the Bonds will be used by the University for general University purposes, including, without limitation, financing, refinancing and reimbursing the University for various capital and operating costs, the refinancing of certain outstanding tax-exempt indebtedness of the University and for the payment of certain costs relating to the issuance of the Bonds. The Bonds will be issued in book-entry-only form, in denominations of $1,000 or any integral multiple thereof and will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”). Purchasers of beneficial interests (“Beneficial Owners”) will not receive certificates representing their interests in the Bonds. So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the owners shall mean Cede & Co., and shall not mean the Beneficial Owners of the Bonds. Interest on the Bonds will be payable on February 15 and August 15 of each year, commencing on February 15, 2018. Payments of the principal of, and interest on, the Bonds will be made directly to DTC or its nominee, Cede & Co., by the Trustee, so long as DTC or Cede & Co. is the sole registered owner. Disbursement of such payments to DTC’s Direct Participants is the responsibility of DTC, and disbursements of such payments to the Beneficial Owners is the responsibility of DTC’s Direct Participants and the Indirect Participants, as more fully described herein. See “CLEARING SYSTEMS.” The Bonds are subject to optional redemption prior to maturity as described herein. See “THE BONDS— Redemption.” Interest on and profit, if any, on the sale of the Bonds are not excludable from gross income for federal, state, or local income tax purposes. See “TAX MATTERS.” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Bonds, or determined that this Offering Circular is accurate or complete. Any representation to the contrary may be a criminal offense. The Bonds have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being issued in reliance on the exemption from registration contained in Section 3(a)(4) of the Securities Act. The Bonds are not exempt from registration in every jurisdiction in the United States; some jurisdictions’ securities laws (the “blue sky laws”) may require a filing and a fee to secure the Bonds’ exemption from registration. The Bonds constitute unsecured general obligations of the University. The University has other unsecured general obligations outstanding. See APPENDIX A—“UNIVERSITY OF NOTRE DAME DU LAC” and APPENDIX B—“AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE UNIVERSITY AS OF AND FOR THE YEARS ENDED JUNE 30, 2017 AND 2016.” Moreover, the University is not restricted by the 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 AND SOURCES OF PAYMENT FOR THE BONDS.” MATURITY, PRINCIPAL AMOUNT, INTEREST RATE, PRICE AND CUSIP Number MATURITY PRINCIPAL INTEREST (FEBRUARY 15) AMOUNT RATE PRICE CUSIP®+ 2048 $400,000,000 3.394% 100.000 914748AA6 This cover page contains certain information for quick reference only. It is not intended to be a summary of this issue. Investors must read the entire Offering Circular to obtain information essential to the making of an informed investment decision. The Bonds are offered when, as and if issued by the University and received by the Underwriters, subject to withdrawal or modification of the offering without notice. Certain legal matters will be passed on for the University by its General Counsel and for the Underwriters by their counsel, Chapman and Cutler LLP, Chicago, Illinois. It is expected that the Bonds will be available for delivery through the facilities of DTC on or about December 14, 2017. Goldman Sachs & Co. LLC Wells Fargo Securities BofA Merrill Lynch Dated: December 7, 2017 + CUSIP® is a registered trademark of the American Bankers Association. CUSIP data contained herein is provided by CUSIP Global Services, which is managed by S&P Global Market Intelligence, a part of S&P Global Inc. The CUSIP number is provided for convenience of reference only. Neither the University nor the Underwriters assumes any responsibility for the accuracy of such number. REGARDING USE OF THIS OFFERING CIRCULAR No dealer, broker, salesperson or other person has been authorized by the University or the Underwriters to give any information or to make any representations with respect to the Bonds, other than those contained in this Offering Circular, 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 Circular does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the Bonds by any persons in any jurisdiction in which it is unlawful to make such offer, solicitation or sale prior to registration or qualification under the securities laws of any such jurisdiction. This Offering Circular is not to be construed as a contract with the purchasers of the Bonds. The distribution of this Offering Circular and the offer or sale of Bonds may be restricted by law in certain jurisdictions. Neither the University nor the Underwriters represent that this Offering Circular may be lawfully distributed, or that any Bonds may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. To be clear, action may be required to secure exemptions from the blue sky registration requirements either for the primary distributions or any secondary sales that may occur. Accordingly, none of the Bonds may be offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. The information set forth in this Offering Circular has been obtained from the University and other sources which are believed to be reliable. The Underwriters have reviewed the information in this Offering Circular in accordance with, and as part of, its responsibilities to investors under federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. Statements contained in this Offering Circular which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact. The information and expressions of opinion contained herein are subject to change without notice, and neither the delivery of this Offering Circular nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the University or that the information contained herein is correct at any time subsequent to the date hereof. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE BONDS AT A LEVEL ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON THE EXEMPTION CONTAINED IN SECTION 3(a)(4) OF THE SECURITIES ACT. THE BONDS WILL NOT BE LISTED ON ANY STOCK OR OTHER SECURITIES EXCHANGE. THE REGISTRATION OR QUALIFICATION OF THE BONDS IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF SECURITIES LAWS OF THE STATES IN WHICH THE BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE BONDS AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY STATE OR FEDERAL SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. The CUSIP number included in this Offering Circular is for the convenience of the Owners and the potential Owners of the Bonds. No assurance can be given that the CUSIP number for the Bonds will remain the same after the date of issuance and delivery of the Bonds. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS IN THIS OFFERING CIRCULAR Certain statements included or incorporated by reference in this Offering Circular 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 Securities Act.
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