PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER 10, 2012 NEW ISSUE: Book Entry Only Standard & Poor’s: “A” Moody’s: “A3” (See “Ratings” herein) In the opinion of Bond Counsel, interest on the 2012 Bonds is not includable in gross income for purposes of federal income taxation under existing statutes, regulations, rulings and court decisions, subject to the condition described in “TAX MATTERS” herein, and interest on the 2012 Bonds is not treated as an item of tax preference under Section 57 of the Internal Revenue Code of 1986, as amended (the “Code”) for purposes of the individual and corporate alternative minimum taxes. However, under the Code, such interest may be subject to certain other taxes affecting corporate holders of the 2012 Bonds. Under the laws of the Commonwealth of Pennsylvania, the 2012 Bonds are exempt from personal property taxes in Pennsylvania, and interest on the 2012 Bonds is exempt from Pennsylvania personal income tax and the Pennsylvania corporate net income tax. For a more complete discussion, see “TAX MATTERS” herein. $29,845,000* PENNSYLVANIA HIGHER EDUCATIONAL FACILITIES AUTHORITY (Commonwealth of Pennsylvania) Drexel University Revenue Refunding Bonds, Series of 2012 Dated: Date of Delivery Due: May 1, as shown on inside cover Interest on the Pennsylvania Higher Educational Facilities Authority Drexel University Revenue Refunding Bonds, Series of 2012 (the “2012 Bonds”) is payable on May 1 and November 1 in each year until maturity or earlier redemption, commencing May 1, 2013. The 2012 Bonds are payable by The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”) pursuant to a Trust Indenture dated as of March 1, 1985, as previously amended and supplemented and as further supplemented by a ut notice. These securities may not be sold, nor may offers to buy be accepted, prior to the Twentieth Supplemental Trust Indenture, dated as of November 1, 2012 between the Pennsylvania Higher Educational Facilities Authority (the “Authority”) and the Trustee. The 2012 Bonds are issuable only in fully registered form without coupons, and, when tute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the 2012 issued, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company (“DTC”), xemption under the securities laws of any such jurisdiction. New York, New York. Purchases of beneficial ownership interests in the 2012 Bonds will be made in book entry only form in denominations of $5,000 or any integral multiple thereof. So long as Cede & Co., as nominee of DTC is the registered owner, principal or redemption price of and interest on the 2012 Bonds is payable directly to DTC for redistribution to DTC Participants and in turn to the Beneficial Owners as described herein. Purchasers of the 2012 Bonds will not receive physical delivery of certificates representing their ownership interests in the 2012 Bonds purchased. See “THE 2012 Bonds - Book Entry Only System” herein. The 2012 Bonds are subject to redemption prior to maturity as more fully described herein. The 2012 Bonds are being issued for the benefit of Drexel University (the “University”) to provide funds to (i) currently refund the Authority’s outstanding Drexel University Revenue Bonds, Series A of 2002 and Series of 2003; and (ii) provide for the payment of costs of issuing the 2012 Bonds (collectively, the “2012 Project”). See “PLAN OF FINANCE” herein. THE 2012 BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY AND SHALL NOT BE DEEMED TO CONSTITUTE A GENERAL OBLIGATION OF THE AUTHORITY OR A DEBT OF THE COMMONWEALTH OF PENNSYLVANIA, OR ANY POLITICAL SUBDIVISION, AGENCY OR INSTRUMENTALITY THEREOF. NEITHER THE GENERAL CREDIT OF THE AUTHORITY NOR THE CREDIT OR THE TAXING POWER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION, AGENCY OR INSTRUMENTALITY THEREOF IS PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OR REDEMPTION PRICE OF, OR INTEREST ON, THE 2012 BONDS. THE AUTHORITY HAS NO TAXING POWER. See “BONDHOLDERS’ RISKS” for certain risks associated with an investment in the 2012 Bonds. This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision regarding the 2012 Bonds. The 2012 Bonds are offered for delivery when, as and if issued by the Authority, and received by the Underwriters and subject to the approving legal opinion of Saul Ewing LLP Philadelphia, Pennsylvania, Bond Counsel. Certain legal matters will be passed upon for the Authority by its Counsel, Buchanan Ingersoll & Rooney PC, Pittsburgh, Pennsylvania; for the University by its Counsel, Ballard Spahr LLP Philadelphia, Pennsylvania; and for the Underwriters by their counsel Duane Morris LLP, Philadelphia, Pennsylvania. It is expected that the 2012 Bonds will be available for delivery through the facilities of DTC in New York, New York on or about November 1, 2012. RBC Capital Markets, LLC Wells Fargo Securities Dated: _____, 2012 ____________________________ *Preliminary-subject to change This Preliminary Official Statement and the information contained herein are subject to change, completion, and amendment witho time the Official Statement is delivered in final form. Under no circumstance shall this Preliminary Official Statement consti Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or e $29,845,000* PENNSYLVANIA HIGHER EDUCATIONAL FACILITIES AUTHORITY (Commonwealth of Pennsylvania) Drexel University Revenue Refunding Bonds, Series of 2012 MATURITY SCHEDULE* Dated Date: November 1, 2012 Delivery Date: November 1, 2012 First Interest Payment Date: May 1, 2013 MATURITIES, AMOUNTS, INTEREST RATES AND PRICES* $_____________ Serial Bonds Principal Interest _____ 1 Amount Rate Price CUSIP $___________ Term Bonds Principal Interest Maturity Amount Rate Price CUSIP * Preliminary, subject to change PENNSYLVANIA HIGHER EDUCATIONAL FACILITIES AUTHORITY (COMMONWEALTH OF PENNSYLVANIA) 1035 MUMMA ROAD WORMLEYSBURG, PA 17043 BOARD MEMBERS Honorable Thomas W. Corbett President Governor of the Commonwealth of Pennsylvania Honorable Jeffrey E. Piccola Vice President Designated by the President Pro Tempore of the Senate Honorable Andrew E. Dinniman Vice President Designated by the Minority Leader of the Senate Honorable John C. Bear Vice President Designated by the Speaker of the House of Representatives Honorable Robert M. McCord Treasurer State Treasurer Honorable Sheri L. Phillips Secretary Secretary of General Services Honorable Anthony M. DeLuca Board Member Designated by the Minority Leader of the House of Representatives Honorable Jack E. Wagner Board Member Auditor General Honorable Ronald J. Tomalis Board Member Acting Secretary of Education EXECUTIVE DIRECTOR Robert Baccon AUTHORITY COUNSEL (Appointed by the Office of General Counsel) Buchanan Ingersoll & Rooney PC Pittsburgh, Pennsylvania TRUSTEE The Bank of New York Mellon Trust Company, N.A., Pittsburgh, Pennsylvania BOND COUNSEL (Appointed by the Office of General Counsel) Saul Ewing LLP Philadelphia, Pennsylvania IN CONNECTION WITH THIS OFFERING THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS THAT 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 ORDER AND PLACEMENT OF MATERIALS IN THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES, ARE NOT TO BE DEEMED TO BE A DETERMINATION OF RELEVANCE, MATERIALITY, OR IMPORTANCE, AND THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES, MUST BE CONSIDERED IN ITS ENTIRETY. THE OFFERING OF THE BONDS IS MADE ONLY BY MEANS OF THIS ENTIRE OFFICIAL STATEMENT. The information set forth herein has been obtained from the Pennsylvania Higher Educational Facilities Authority (the “Authority”), Drexel University (the “University”), and other sources which are believed to be reliable, but the information provided by sources other than the Authority is not guaranteed as to accuracy or completeness by the Authority. The information and expressions of opinions herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in any of the information set forth herein since the date hereof. THE AUTHORITY HAS NOT PREPARED OR ASSISTED IN THE PREPARATION OF THIS OFFICIAL STATEMENT EXCEPT FOR THE STATEMENTS UNDER THE SECTIONS: “THE AUTHORITY;” AND “LITIGATION-THE AUTHORITY.” THE AUTHORITY HAS ONLY REVIEWED THE INFORMATION CONTAINED HEREIN UNDER THE SECTIONS: “THE AUTHORITY;” AND “LITIGATION-THE AUTHORITY” AND APPROVED SUCH INFORMATION FOR USE WITHIN THE OFFICIAL STATEMENT. The Underwriters have provided the following sentence for inclusion in the 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 law as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. No dealer, broker, salesperson or other person has been authorized by the Authority, the Underwriters or the University to give any information or to make any representations with respect to the Bonds,