Thomas Jefferson University Announces Tender Offer for Outstanding Debt Securities

PHILADELPHIA, Oct. 16, 2024 /PRNewswire/ -- Thomas Jefferson University ("TJU") today announced that it has commenced a tender offer to purchase for cash the debt securities issued by TJU listed in the table below (the "Securities").

Up to $108,000,000 Aggregate Tender Cap for the Securities of Thomas Jefferson University
Listed Below in the Acceptance Priority Levels

1. Per $1,000 principal amount.
2. Optional redemption at par on May 1, 2057.
3. Insured by Assured Guaranty Inc., as successor to Assured Guaranty Municipal.
4. Term Bond.

The tender offer consists of an offer to purchase for cash, on the terms and conditions set forth in the offer to purchase, dated October 16, 2024 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), TJU's Taxable Revenue Bonds, Series 2022A, up to an aggregate tender cap of $108,000,000 (the "Aggregate Tender Cap") for all Securities purchased in the tender offer. TJU 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 of a particular CUSIP that will be purchased will be determined in accordance with the acceptance priority levels set forth in the table above without exceeding the Aggregate Tender Cap and may be prorated as described in the Offer to Purchase. TJU refers investors to the Offer to Purchase 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 November 14, 2024, or any other date and time to which TJU 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 October 29, 2024 (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 of a particular CUSIP 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 Offer to Purchase by reference to the applicable fixed spread for such particular CUSIP tendered and accepted as 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 October 30, 2024. 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 a particular CUSIP that is 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 November 18, 2024, the second business day after the Expiration Date. TJU reserves the right, in its sole discretion, to make payment for Securities that are validly tendered at or prior to the Early Tender Date on an earlier settlement date, which, if applicable, is currently anticipated to be November 13, 2024, the tenth business day after the Early Tender 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 October 29, 2024, unless extended or otherwise earlier terminated (the "Withdrawal Deadline"). Subject to applicable law, TJU 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 Offer to Purchase. The tender offer is not subject to minimum tender conditions.

Information Relating to the Tender Offer

The Offer to Purchase is being distributed to holders beginning today. J.P. Morgan Securities LLC ("J.P. Morgan" or "Dealer Manager") is the dealer manager for the tender offer. Investors with questions regarding the tender offer may contact J.P. Morgan at (212) 834-3261 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 TJU 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 TJU 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 Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase, including materials incorporated by reference therein, because they will contain important information. The Offer to Purchase may be obtained from Globic Advisors Inc., by calling (212) 227-9699, by emailing [email protected] or by visiting www.globic.com/tju.

About Thomas Jefferson University

Certain information relating to the Securities and TJU may be obtained by contacting the Tender and Information Agent.  Such information is limited to (i) the Offer to Purchase, and (ii) information about TJU 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 TJU'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 Offer to Purchase as Appendix A.  TJU 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 TJU 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 Thomas Jefferson University