August 4, 2022 – Meeting Minutes

MINUTES OF MEETING OF THE

PRIVATE COLLEGES AND UNIVERSITIES AUTHORITY

A meeting of the Private Colleges and Universities Authority (the “Authority”) was held on Thursday, August 4, 2022 at 10:00 a.m., in person at the offices of the law firm of Alston & Bird LLP (“Alston & Bird”), at 1201 West Peachtree Street, Atlanta, Georgia, and also by Zoom virtual conference and by telephone conference. Members Ray Cobb, Joe Evans, George Andrews and Jim Lientz were present in person.

Amber Pelot and Cindy Hamilton of Alston & Bird were also present in person. Present by Zoom virtual conference and in person (where noted below) were the following attendees:

Emory University

  • Belva White
  • Matthew Greaves (in person)
  • Po-Ming Wong
  • Brice Dalrymple
  • Jordan Arnett
  • Melinda Simon

Murray Barnes Finister LLP (Bond Counsel on behalf of Emory University)

  • Caroline Loftin
  • Terri Finister (in person)

Goldman Sachs

  • Diana Hoadley
  • Jeffrey Scruggs
  • Brent Phillips
  • Kana White
  • Jeremy Polster

Georgia Independent College Association

  • Jenna Moore Colvin (in person)

Call to Order

Chairman Cobb called the meeting to order. All members and guests introduced themselves.

Approval of Minutes of June 7, 2022 Meeting of the Authority

A motion was made by Mr. Evans and seconded by Mr. Lientz to approve the minutes of the June 7, 2022 meeting as presented to the members of the Authority. The motion was approved unanimously by the members of the Authority.

Review of Pricing Results related to the issuance of the Private Colleges and Universities Authority’s Emory University Revenue Bonds, Series 2022A (Fixed Rate Bonds) and Private Colleges and Universities Authority’s Emory University Revenue Bonds, Series 2022B (Variable Rate Bonds), for the benefit of Emory University (the “Series 2022 Bonds”) and related documents

Ms. Caroline Loftin provided an overview of the $2.1 billion Emory financing issued and approved by the Authority in 2020. In June 2020, a portion of the approved Emory bonds were issued, with the understanding that the remainder may be issued at a later date. Ms. Loftin then gave an overview of the proposed Series 2022A, B, C-1 and C- 2 Bonds and stated the final pricing numbers were very positive for Emory. A discussion occurred regarding the use of the funds for the selected projects, as well as pricing and rates. Mr. Matt Greaves discussed Emory’s portfolio. The Authority congratulated Emory on a successful pricing.

Ms. Loftin then presented the Supplemental Bond Resolution and explained its contents and purpose to the Authority.

A motion was made by Mr. Andrews and seconded by Mr. Lientz to approve the Supplemental Bond Resolution for the benefit of Emory. The motion was approved unanimously by the members of the Authority.

Following the unanimous approval of the Supplemental Bond Resolution, the Emory team and other guests exited the meeting.

Treasurer’s Report

Mr. Evans next presented the Treasurer’s Report. Mr. Evans suggested the Authority move the Craft Bank account to the Synovus money market account and purchase a $150,000, 6-month Treasury Bill. A motion was made by Mr. Andrews and seconded by Mr. Lientz to approve this transaction. The motion was approved unanimously by the members of the Authority.

Mr. Evans then presented an invoice from Alston & Bird LLP for legal fees incurred in the amount of $7,318.63. A motion was made by Mr. Andrews and seconded by Mr. Lientz to approve the invoice. The motion was approved unanimously by the members of the Authority.

Other Business

Mr. Cobb introduced Ms. Jenna Colvin, President of the Georgia Independent College Association (“GICA”). Ms. Colvin gave a detailed description of GICA, including its purpose, activities, and ways in which GICA could benefit the Authority.

Mr. Cobb suggested the Authority create an Outreach and Engagement Committee. A discussion occurred amongst the Authority members regarding the benefit to the Authority of creating this new Committee. A motion was made by Mr. Andrews and seconded by Mr. Evans to approve the creation of this Committee. The motion was unanimously approved.

Mr. Cobb suggested the Authority become members of National Association of Health & Educational Facilities Finance Authorities (“NAHEFFA”) and asked that the Authority approve the $1500.00 membership fee. A discussion occurred and a request was made by an Authority member for a formal presentation related to NAHEFFA. A motion was made by Mr. Lientz and seconded by Mr. Evans to approve the NAHEFFA membership fee. The motion was approved by the members of the Authority.

A discussion occurred regarding the “Annual Meeting” section of the Bylaws. A motion was made by Mr. Lientz and seconded by Mr. Evans to amend the Bylaws to state the required Annual Meeting should be held no later than the end of May of each fiscal year to coordinate more closely with the annual audit timing. The motion was approved unanimously by the members of the Authority.

The Authority discussed the upcoming retreat in October.

Adjournment

A motion was made by Mr. Lientz and seconded by Mr. Evans to adjourn the meeting. The motion was approved unanimously by the members of the Authority.

Mr. Cobb adjourned the meeting.

Respectfully submitted,

                                                                                   

__________________________

                                                                                    Amber Pelot,
                                                                                    Assistant Secretary