CHICAGO, April 30, 2024 — The University of Chicago (the “University“) today announced, in connection with the University’s previously announced plan to issue tax-exempt bonds, an offer to purchase any and all of the University’s outstanding taxable fixed rate bonds described in the table below (together, the “Bonds“), for the consideration listed in the table below. Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase (as defined below).
|
Priority |
Series |
CUSIP |
Maturity |
Optional |
Interest Rate |
Outstanding |
Reference U.S. |
Bloomberg |
Fixed Spread |
Eligible Purchase |
|
1 |
2015B |
91412NBB5 |
10/1/2033 |
Not Applicable |
4.261 % |
$27,895,000 |
4.000% due 2/15/2034 |
FIT1 |
+25.0 |
$14,504,000 |
|
2 |
2015B |
91412NBA7 |
10/1/2030 |
Not Applicable |
3.972 % |
10,240,000 |
4.625% due 4/30/2029 |
FIT1 |
+20.0 |
5,324,000 |
|
3 |
2014B |
91412NAK6 |
10/1/2044 |
10/01/2024 |
4.411 % |
175,685,000 |
4.500% due 2/15/2044 |
FIT1 |
+25.0 |
121,219,000 |
|
4 |
2021B |
91412NBG4 |
10/1/2052 |
04/01/2052 |
3.000 % |
350,495,000 |
4.500% due 2/15/2044 |
FIT1 |
+30.0 |
157,722,000 |
|
5 |
2013B |
91412NAJ9 |
10/1/2045 |
Currently Callable |
4.151 % |
205,000,000 |
4.500% due 2/15/2044 |
FIT1 |
+27.5 |
98,399,000 |
|
6 |
2015B |
91412NAZ3 |
10/1/2029 |
Not Applicable |
3.922 % |
9,845,000 |
4.625% due 4/30/2029 |
FIT1 |
+15.0 |
5,119,000 |
|
7 |
2015B |
91412NAY6 |
10/1/2028 |
Not Applicable |
3.772 % |
9,470,000 |
4.625% due 4/30/2029 |
FIT1 |
+12.5 |
4,924,000 |
|
8 |
2015B |
91412NAX8 |
10/1/2027 |
Not Applicable |
3.622 % |
9,125,000 |
4.500% due 4/15/2027 |
FIT1 |
+10.0 |
4,745,000 |
The Purchase Price for each CUSIP number of Bonds payable per each $1,000 principal amount of Bonds bearing such CUSIP number validly tendered for purchase will be based on the Fixed Spread for the Bonds bearing such CUSIP number, plus the Reference Yield of the Reference Security on the Price Determination Date. The Purchase Price does not include the applicable accrued interest, which will be payable in cash in addition to the applicable Purchase Price. Each Tender Offer will expire at 5:00 p.m., New York City time, on May 7th, 2024, unless extended or earlier terminated (the “Expiration Time“). Holders who have validly tendered their Bonds may withdraw such Bonds at any time at or prior to the Expiration Time. The Guaranteed Delivery Date is expected to be May 9th, 2024. The University expects to pay the applicable consideration for Bonds validly tendered, and not validly withdrawn at or prior to the Expiration Time, on May 14th, 2024 (the “Settlement Date“). Each Tender Offer is conditioned upon satisfaction of certain conditions, but none of the Tender Offers is conditioned upon completion of any of the other Tender Offers. The source of funds to purchase the Bonds validly tendered for purchase pursuant to the Tender Offers will be limited to proceeds of the Illinois Finance Authority Revenue Bonds, The University of Chicago, Series 2024A (the “2024A Bonds”), anticipated to be issued by the Illinois Finance Authority (the “Authority”), together with any other available funds that the University may decide to apply to such purchase.
In addition to the above mentioned Tender Offers, the University, on behalf of the Authority is also executing in parallel to this transaction a tender offer on select tax-exempt securities.
The complete terms and conditions of the Tender Offers are set forth in the Offer to Purchase Bonds, dated April 30th, 2024 (the “Offer to Purchase“), and in the related notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Tender Offer Documents“), along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the Tender Offers. The University has retained RBC Capital Markets, LLC to act as the Dealer Manager in connection with the Tender Offers. Questions regarding the Tender Offers may be directed to the Dealer Manager who can be reached at +1 877 381 2099 (toll-free) or +1 212 618 7822 (local). Copies of the Tender Offer Documents may be obtained from Globic Advisors, the Tender and Information Agent for the Tender Offers, by phone at +1 212 227 9622, by email at [email protected] or online at www.globic.com/uchicago.
This press release must be read in conjunction with the Offer to Purchase. This press release and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Tender Offers.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Tender Offers are being made only by, and pursuant to the terms of, the Tender Offer Documents. The Tender Offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be made by the Dealer Manager on behalf of the Issuer. None of the University, the Tender and Information Agent or the Dealer Manager, nor any of their respective affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Bonds in response to the Tender Offers.
SOURCE The University of Chicago
