Gonzaga University Announces Tender Offer for Outstanding Debt Securities

SPOKANE, Wash., Jan. 5, 2026 /PRNewswire/ -- The Corporation of Gonzaga University ("Gonzaga University" or the "University") today announced that it has commenced a tender offer to purchase for cash the debt securities issued by the University listed in the table below (the "Securities").

Up to $50,000,000 Aggregate Tender Cap for the Securities of The Corporation of Gonzaga University

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⁽¹⁾        Term Bond maturing on April 1, 2046 is subject to sinking fund redemption payments on April 1, 2044, 2045, and 2046 and its purchase price will be calculated assuming its average life date of April 10, 2045 as its maturity date.
⁽²⁾        Subject to redemption prior to maturity, in whole or in part, on any business day, at the "Make-Whole Redemption Price" as defined in the Indenture of Trust dated as of October 1, 2016 relating to such bonds.
⁽³⁾        Per $1,000 principal amount.

The tender offer consists of an offer to purchase for cash, on the terms and conditions set forth in the invitation to tender, dated January 5, 2026 (as it may be amended or supplemented from time to time, the "Invitation"), the University's Revenue and Refunding Taxable Bonds, Series 2016A, up to an aggregate tender cap of $50,000,000 (the "Aggregate Tender Cap") for all Securities purchased in the tender offer. The University reserves the right, but is under no obligation, to increase or decrease the Aggregate Tender Cap at any time without extending withdrawal rights, subject to applicable law. The amount of Securities that will be purchased may be prorated as described in the Invitation. The University refers investors to the Invitation for the complete terms and conditions of the tender offer.

The tender offer for the Securities will expire at 5:00 p.m., New York City time, on January 20, 2026, or any other date and time to which the University extends the tender offer (such date and time, as it may be extended, the "Expiration Date"), unless earlier terminated. Holders of Securities must validly tender and not validly withdraw their Securities at or prior to 5:00 p.m., New York City time, on January 20, 2026 (such date and time, as it may be extended, the "Early Tender Date"), to be eligible to receive the applicable Total Consideration (as further described below), which is inclusive of an amount in cash equal to the amount set forth in the table above under the heading "Early Tender Payment" (the "Early Tender Payment"). If a holder validly tenders Securities after the Early Tender Date but at or prior to the Expiration Date, the holder will be eligible to receive only the applicable Late Tender Offer Consideration (as defined below) plus Accrued Interest.

The applicable consideration (the "Total Consideration") offered per $1,000 principal amount of Securities validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the applicable tender offer will be determined in accordance with the formula set forth in the Invitation by reference to the applicable fixed spread specified in the table above plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above at 10:00 a.m., New York City time, on January 22, 2026. The "Late Tender Offer Consideration" is equal to the Total Consideration minus the Early Tender Payment.

The tender offer will expire on the Expiration Date. Except as set forth below, payment for the Securities of that are validly tendered at or prior to the Expiration Date will be made on a date promptly following the Expiration Date, which is currently anticipated to be February 3, 2026, the second business day after the Expiration Date.

Holders also will receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable settlement date ("Accrued Interest").

Tendered Securities may be withdrawn at or prior to, but not after 5:00 p.m., New York City time, on January 20, 2026, unless extended or otherwise earlier terminated (the "Withdrawal Deadline"). Subject to applicable law, the University may extend the Early Tender Date without extending the Withdrawal Deadline with respect to the tender offer.

The tender offer is subject to the satisfaction or waiver of certain conditions as set forth in the Invitation. The tender offer is not subject to minimum tender conditions.

Information Relating to the Tender Offer

The Invitation is being distributed to holders beginning today. Morgan Stanley & Co. LLC (the "Dealer Manager") is the dealer manager for the tender offer. Investors with questions regarding the tender offer may contact the Dealer Manager at (212) 761-9085 or by email at [email protected]. Globic Advisors Inc. is the tender and information agent for the tender offer (the "Tender and Information Agent") and can be contacted at (212) 227-9699 or by email at [email protected].

None of the University and its affiliates, their respective boards of trustees, the Dealer Manager, the Tender and Information Agent and the trustee with respect to any Securities is making any recommendation as to whether holders should tender any Securities in response to the tender offer, and neither the University nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.

The full details of the tender offer, including complete instructions on how to tender Securities, are included in the Invitation. Holders are strongly encouraged to read carefully the Invitation, including materials incorporated by reference therein, because they will contain important information. The Invitation may be obtained from Globic Advisors Inc., by calling (212) 227-9699, by emailing [email protected] or by visiting www.globic.com/gonzaga.

About Gonzaga University

Certain information relating to the Securities and the University may be obtained by contacting the Tender and Information Agent. Such information is limited to (i) the Invitation, and (ii) information about the University available through the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system (www.emma.msrb.org).

Forward-Looking Statements

Statements included or incorporated by reference herein may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on expectations, forecasts and assumptions by the University's management and involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those stated, including, without limitation, the bondholders' risks set forth in the offering document attached to the Invitation as Appendix A. The University cannot be certain that any expectations, forecasts or assumptions made by management in preparing these forward-looking statements will prove accurate, or that any projections will be realized. It is to be expected that there may be differences between projected and actual results. Any forward-looking statement speaks only as of the date on which it is made, and the University assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

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SOURCE The Corporation of Gonzaga University