PRELIMINARY OFFICIAL STATEMENT DATED FEBRUARY 8, 2017 NEW ISSUE RATING: Moody’s: “Aa3” BOOK-ENTRY-ONLY (See “Rating” herein) In the opinion of McNair Law Firm, P.A., Bond Counsel, assuming continuing compliance by the University with certain covenants, interest on the Series 2017A Bonds is excludable from gross income for federal income tax purposes under existing statutes, regulations and judicial decisions. Interest on the Series 2017A Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals or corporations. However, interest on the Series 2017A Bonds is included in the computation of adjusted current earnings for purposes of the alternative minimum tax for corporations. See “FEDERAL TAX EXEMPTION AND OTHER TAX MATTERS” for a brief description of certain other federal income tax consequences to certain recipients of interest on the Series 2017A Bonds. The Series 2017A Bonds and the interest thereon will also be exempt from all State, county, municipal and school district and other taxes or assessments imposed within the State of South Carolina, except estate, transfer and certain franchise taxes. See “FEDERAL TAX EXEMPTION AND OTHER TAX MATTERS.” $40,000,000* UNIVERSITY OF SOUTH CAROLINA ATHLETIC FACILITIES REVENUE BONDS SERIES 2017A Dated: March 1, 2017 Due: May 1, As Shown On Inside Cover The $40,000,000* Athletic Facilities Revenue Bonds, Series 2017A (the “Series 2017A Bonds”), of the University of South Carolina (the “University”) are being issued (i) to acquire, construct and equip the Football Operations Facility (as defined herein), and (ii) to pay the costs of issuance of the Series 2017A Bonds. The Series 2017A Bonds are issuable as fully-registered bonds in the denomination of $5,000 or any integral multiple thereof in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Series 2017A Bonds under a book-entry-only system maintained by DTC through brokers and dealers who are, or act through, DTC participants. Purchasers will not be entitled to receive physical delivery of the Series 2017A Bonds. For so long as any purchaser is the beneficial owner of a Series 2017A Bond, such purchaser must maintain an account with a broker or dealer who is, or acts through, a DTC participant in order to receive payment of principal of and interest on such Series 2017A Bond. The Series 2017A Bonds mature in each of the years and in the amounts, and bear interest at the rates as set forth on the inside cover page. Interest on the Series 2017A Bonds is payable semiannually on each May 1 and November 1, commencing May 1, 2017. The State Treasurer of the State of South Carolina will serve as Trustee for the Series 2017A Bonds. U.S. Bank National Association in Columbia, South Carolina, will serve as the Registrar and Paying Agent for the Series 2017A Bonds. The Series 2017A Bonds are subject to redemption prior to maturity as described herein. Capitalized terms used and not otherwise defined on this cover page shall have the meanings given to such terms in the body of this Official Statement and Appendix B attached hereto, to which attention is directed. The Series 2017A Bonds are special obligations of the University and are payable solely from, and secured by a pledge of, the Net Revenues of the University’s Athletic Department and from the gross receipts from the imposition of the Admissions Fee and the Special Student Fee. Such pledge shall be on a parity in all respects with the pledge securing the outstanding Athletic Facilities Revenue Bonds heretofore or hereafter issued by the University pursuant to the Bond Resolution. The Series 2017A Bonds are not general obligations of the State of South Carolina (the “State”) and do not in any event constitute an indebtedness of the State within the meaning of any provision, limitation, or restriction of the constitution or statutes of the State (other than Article X, Section 13(9) of the South Carolina Constitution authorizing obligations payable from special sources not involving revenues from any tax), nor a charge, lien, or encumbrance, legal or equitable, upon any property of the University or the State or upon any income, receipts or revenues of the University or the State, save and except from the Net Revenues of the University’s Athletic Department and the gross receipts from the imposition of the Admissions Fee and the Special Student Fee to secure the payment of the principal of and interest on the Series 2017A Bonds, and neither the full faith and credit of the University, the State, or any political subdivision of the State, nor the taxing power of the State or any political subdivision of the State, are pledged for the payment of the principal of or interest on the Series 2017A Bonds. The University does not have taxing power. This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors should read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2017A Bonds are offered when, as, and if issued and received by the Underwriter, subject to prior sale or to withdrawal or modification of the offer without notice, and to the approval of legality by McNair Law Firm, P.A., as Bond Counsel. Certain other legal matters will be passed upon for the Underwriter by Nexsen Pruet, LLC, as Underwriter’s Counsel; by Howell Linkous & Nettles, LLC, as Disclosure Counsel; and for the University by Walter H. Parham, Esquire, General Counsel to the University. Public Financial Management, Inc. has served as financial advisor to the University in connection with the issuance of the Series 2017A Bonds. It is expected that the Series 2017A Bonds will be available for delivery through the facilities of DTC on or about March 1, 2017. Dated: February __, 2017 This Preliminary Official Statement and the information contained herein are subject to completion or amendment without notice. The Series 2017A Bonds may not be sold nor may offers be accepted prior to the time to the prior be accepted offers may nor sold be not may Bonds 2017A Series The notice. without amendment or completion to subject are herein contained information the and Statement Official Preliminary This the Official Statement is delivered in final form. Under to buy,no circumstances nor shall shall this there Preliminary Official Statementbe any constitutesale an of the Series offer to sell or the solicitation of an offer solicitation, or sale would be unlawful prior to registration qualification under the securities laws of that jurisdiction. Bonds in any jurisdiction which such offer, 2017A * Preliminary, subject to change. MATURITY SCHEDULE $40,000,000* UNIVERSITY OF SOUTH CAROLINA ATHLETIC FACILITIES REVENUE BONDS SERIES 2017A Due Principal Interest May 1 Amount Rate Yield CUSIP† 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 $____________ ______ % Term Bond, due May 1, ____, Yield ______%, CUSIP† ________ $____________ ______ % Term Bond, due May 1, ____, Yield ______%, CUSIP† ________ ______________________________________________ * Preliminary, subject to change. † Copyright, American Bankers Association. CUSIP data herein are provided by Standard & Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The CUSIP numbers listed above are being provided solely for the convenience of Bondholders only at the time of issuance of the Series 2017A Bonds and the University makes no representation with respect to such numbers nor undertakes any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2017A Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series 2017A Bonds. THE INFORMATION AND EXPRESSIONS OF OPINION IN THIS OFFICIAL STATEMENT ARE SUBJECT TO CHANGE, AND NEITHER THE DELIVERY OF THIS OFFICIAL STATEMENT NOR ANY SALE MADE HEREUNDER SHALL CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE UNIVERSITY SINCE THE DATE HEREOF. The Series 2017A Bonds will not be registered under the Securities Act of 1933, as amended, or any state securities law, and the same will not be listed on any stock or other securities exchange. Neither the Securities and Exchange Commission nor any other federal, state, or other governmental entity or agency will have passed upon the accuracy or adequacy of this Official Statement or approved the Series 2017A Bonds for sale. Any representation to the contrary is a criminal offense. No dealer, broker, salesman, or other person has been authorized by the University to give any information or to make any representations with respect to the Series 2017A Bonds other than as contained in this Official Statement and, if given or made, it must not be relied upon as having been authorized by the University. Certain information contained in this Official Statement may have been obtained from sources other than records of the University and, while believed to be reliable, is not guaranteed as to completeness or accuracy. 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. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.