Thomas Jefferson University Announces Early Tender Results

PHILADELPHIA, Oct. 30, 2024 /PRNewswire/ -- Thomas Jefferson University ("TJU") today announced early tender results.

Pursuant to the Offer to Purchase dated October 16, 2024 (as it may be amended or supplemented, the "Offer to Purchase"), TJU invited Bondholders to tender, subject to the Aggregate Tender Cap and Acceptance Priority Levels, the Securities identified on the table set forth below for cash at the purchase price based on a fixed spread over the Reference Yield based on the bid side price of the U.S. Treasury Reference Security, plus accrued and unpaid interest on such Securities tendered for purchase from and including the most recent interest payment date to but excluding the Early Settlement Date or Settlement Date, as applicable, and on the terms and as further described in the Offer to Purchase. All capitalized terms used herein and not otherwise defined are used as defined in the Offer to Purchase.

As set forth in the Offer to Purchase, the tender offer is subject to an Aggregate Tender Cap of $108,000,000. Because the principal amount of Securities validly tendered and not validly withdrawn prior to the Early Tender Date exceeds the Aggregate Tender Cap, TJU is accepting Securities in order of priority and on a prorated basis as described in the Offer to Purchase.  As the Aggregate Tender Cap has been met as of the Early Tender Date, TJU will not accept for purchase Securities tendered after the Early Tender Date.  The Early Tender Date occurred at 5:00 p.m., New York City time, on October 29, 2024 and has not been extended. The Total Consideration will be determined at 10:00 a.m. New York City Time, on October 30, 2024 (the "Price Determination Date") and TJU will separately announce the pricing information by press release.

The table set forth below reflects the Securities that TJU has determined to accept or reject for purchase.  The Principal Amount Tendered is as reported by the Tender and Information Agent. The Early Settlement Date is the day on which TJU will make payment of the Total Consideration plus Accrued Interest with respect to Securities that are validly tendered prior to or at the Early Tender Date and that are accepted for purchase.  The Early Settlement Date is expected to be November 13, 2024.  

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

TJU commenced the tender offer on October 16, 2024. 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].

The full details of the tender offer 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.

(1) CUSIP is a registered trademark of the American Bankers Association (the "ABA"). CUSIP data herein is provided by CUSIP Global Services ("CGS"), managed on behalf of the American Bankers Association by FactSet Research Systems Inc. The CUSIP number listed above is being provided solely for convenience of reference and neither TJU, the Dealer Manager, the Tender and Information Agent, nor their respective agents or counsel make any representation with respect to such number or undertake any responsibility for its accuracy.

SOURCE Thomas Jefferson University