PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER 9, 2018 NEW ISSUE – FULL BOOK ENTRY Ratings: Moody’s: Aa2 S&P: AA- (See "RATINGS" herein) In the opinion of Bond Counsel, under current law and assuming the compliance with certain covenants by and the accuracy of certain representations and certifications of the University and other persons and entities described in the section herein "TAX MATTERS – SERIES 2018A BONDS" interest on the Series 2018A Bonds (i) is excludable from the gross income of the owners thereof for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended, and (ii) is not a specific item of tax preference for purposes of the federal alternative minimum tax. In the opinion of Bond Counsel, interest on the Series 2018B Bonds is includible in gross income for federal income tax purposes. Bond Counsel is further of the opinion that interest on the Bonds is excludable from gross income for purposes of income taxation by the Commonwealth of Virginia. See the sections herein titled "TAX MATTERS – SERIES 2018A BONDS" and "TAX MATTERS – SERIES 2018B BONDS" regarding other tax considerations. VIRGINIA COMMONWEALTH UNIVERSITY $49,425,000* $53,260,000* General Revenue Pledge Refunding Bonds, General Revenue Pledge Refunding Bonds, Series 2018A (Tax-Exempt) Series 2018B (Taxable) Dated: Date of Delivery Due: See Inside Cover Page Virginia Commonwealth University (the "University") will issue the bonds identified above (the "Bonds") as fully registered bonds and will be registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), which will act as securities depository for the Bonds under a book-entry only system. Accordingly, Beneficial Owners (as defined in Appendix F) of the Bonds will not receive physical delivery of bond certificates. See Appendix F attached hereto. The Bonds are payable solely from Pledged Revenues (as hereinafter defined) available to the University. The Bonds will bear interest at fixed rates and will be offered at the prices or yields set forth on the inside cover page. Individual purchases of beneficial ownership interests in the Bonds may be made in the principal amount of $5,000 or any integral multiple thereof. Interest on the Bonds is payable semi-annually on each May 1 and November 1 commencing on May 1, 2019. The Bonds are subject to optional and extraordinary redemption prior to maturity as described herein. Wilmington Trust, N.A. will serve as the initial Paying Agent for the Bonds. The Bonds will constitute limited obligations of the University and will be secured by a pledge of certain revenues and receipts of the University, all as described herein. The principal of and interest on the Bonds shall be payable solely from the funds pledged therefor. Neither the Commonwealth of Virginia, nor any political subdivision thereof, nor the University, shall be obligated to pay the principal of or interest on the Bonds except from the revenues and receipts pledged and assigned therefor. Neither the faith and credit nor the taxing power of the Commonwealth of Virginia, or any political subdivision thereof, is pledged to the principal of or interest on the Bonds or other costs incident thereto. The University has no taxing powers. This cover page contains certain information for quick reference only. It is not a summary of this Official Statement. Investors should read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Bonds are offered when, as and if issued and accepted by the Underwriters subject to the approval of legality by McGuireWoods LLP, Richmond, Virginia, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the University by Jacob A. Belue, Esquire, Interim University Counsel and for the Underwriters by their counsel, Kaufman & Canoles, P.C. The Bonds are expected to be available for delivery through the facilities of DTC or its custodial agent, on or about __________, 2018. BofA Merrill Lynch Davenport & Company LLC Wells Fargo Securities This Preliminary Official Statement and the information contained herein are subject to change, completion and amendment without notice. The Bonds may not be sold nor may an offer to buy be accepted prior to the time Official Statement to an offer not be sold nor may The Bonds may This Preliminary completion and amendment without notice. contained herein are subject to change, Official Statement and the information solicitation any jurisdictionany sale of the Bonds in in which such offer, nor shall there be buy, to Under no circumstances shall this Preliminary to sell or the solicitation of an offer Official Statement constitute an offer form. in final is delivered prior of such jurisdiction. or qualification under the securities to registration be unlawful laws or sale would * Preliminary, subject to change. VIRGINIA COMMONWEALTH UNIVERSITY $49,425,000∗ General Revenue Pledge Refunding Bonds, Series 2018A (Tax-Exempt) Principal Interest Due∗ Amount∗ Rate Yield Price CUSIP† 11/1/2020 $1,020,000 % % % 11/1/2021 2,210,000 11/1/2022 2,315,000 11/1/2023 2,420,000 11/1/2024 2,530,000 11/1/2025 2,645,000 11/1/2026 2,765,000 11/1/2027 2,895,000 11/1/2028 3,030,000 11/1/2029 3,165,000 11/1/2030 3,385,000 11/1/2031 1,505,000 11/1/2032 1,580,000 11/1/2033 1,660,000 11/1/2034 1,745,000 11/1/2035 1,835,000 11/1/2036 1,930,000 11/1/2037 2,030,000 11/1/2038 2,130,000 5/1/2048 6,630,000 $53,260,000∗ General Revenue Pledge Refunding Bonds, Series 2018B (Taxable) Principal Interest Due∗ Amount∗ Rate Yield Price CUSIP† 11/1/2019 $2,065,000 % % % 11/1/2020 1,100,000 5/1/2048 50,095,000 ∗ 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 are not intended to create a database and do not serve in any way as a substitute for the CUSIP Service. CUSIP numbers have been assigned by an independent company not affiliated with the University and are included solely for the convenience of the registered owners of the Bonds. None of the University, the Financial Advisor (as hereinafter defined) nor the Underwriters (as hereinafter defined) are responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the applicable Bonds or as included herein. The CUSIP number for a specific maturity is 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 or as a result of the procurement of secondary market portfolio insurance and other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds. The information set forth herein has been obtained from the University, DTC and other sources that are deemed to be reliable. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the Bonds 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 Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their 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, and such information is not to be construed as a representation of the Underwriters. The information herein is subject to change without notice and neither the delivery of this Official Statement nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of the University since the date hereof. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representation other than as contained in this Official Statement and, if given or made, such other information or representation must not be relied upon as having been authorized by the University or the Underwriters. This Official Statement does not constitute an offer to sell or the solicitation 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. The Bonds are exempt from registration under the Securities Act of 1933, as amended. The Bonds are also exempt from registration under the securities laws of the Commonwealth of Virginia. All quotations from, and summaries and explanations of, provisions of law 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 Official Statement 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. This Official Statement contains statements which, to the extent they are not recitations of historical fact, constitute "forward-looking statements." In this respect, the words, "estimate," "project," "anticipate," "expect," "intend," "believe" and similar expressions are intended to identify forward-looking statements.