MINUTES OF MEETING OF THE
PRIVATE COLLEGES AND UNIVERSITIES AUTHORITY
A meeting of the Private Colleges and Universities Authority (the “Authority”) was held on Tuesday, May 2, 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. Authority members Ray Cobb, Joe Evans, George Andrews and Jim Lientz were present in person.
Amber Pelot, Zach Ladu and Cindy Hamilton of Alston & Bird were also present in person, and Carlos Encinas and Cait Haywood of Alston & Bird were present via Zoom.
Guests present in person and by Zoom virtual conference (where noted below) were as follows:
Butler Snow (Counsel on Behalf of Mercer University)
- Blake Sharpton
Murray Barnes Finister (Counsel on Behalf of Emory University)
- Caroline Loftin (Zoom)
- Mae Charles Barnes
- Terri Finister
- Matt Greaves
JP Morgan (Zoom)
- Jim Costello
- Peyton Billow
- Juliana Polvillo Chiva
- Holly Benedict
- Tom Lauth (Counsel for JP Morgan)
Mauldin & Jenkins
- Josh Carroll
Call to Order
Chairman Cobb called the meeting to order. All members and guests introduced themselves.
Approval of Minutes of August 4, 2022 Meeting of the Authority
A motion was made by Mr. Lientz and seconded by Mr. Evans to approve the minutes of the August 4, 2022 meeting as presented to the members of the Authority. The motion was approved unanimously by the members of the Authority.
Review of Resolution approving amendments related to LIBOR cessation for the Authority’s Series 2013 Tax-Exempt Revenue Bonds, issued for the benefit of Mercer University (“Mercer”), as such Bonds were amended in 2018 (“Series 2013 Bonds”)
Mr. Blake Sharpton provided an overview of the proposed Mercer Resolution related to amending the Series 2013 Bonds in order to substitute the interest rate from LIBOR to an appropriate substitution rate. Mr. Sharpton described that there will be three (3) amendments for the five subseries of Series 2013 Bonds: (i) a Series 2013-1 amendment, which removes LIBOR and relies on a standard overnight financing rate; (ii) a Series 2013-2 and Series 2013-5 amendment, which swapped to Truist and matures in 2024; and (iii) a Series 2013-3 and Series 2013-4 amendment, which is reserved for a future swap. A motion was made by Mr. Evans and seconded by Mr. Andrews to approve the Resolution. The motion to approve the Resolution was approved unanimously by the members of the Authority.
Emory University Transaction Introduction
Ms. Caroline Loftin provided an overview of the $2.1 billion Emory financing previously approved by the Authority in 2020. Ms. Loftin then gave an overview of the proposed Series 2023 Bonds to be issued under such original 2020 approval, which Series 2023 Bonds will be issued in an aggregate principal amount of approximately $300,000,000 as private placement bonds with JP Morgan. The Series 2023 Bonds will be issued as a fixed rate, tax-exempt Bond. Pricing is scheduled for May 23, 2023 or May 24, 2023. Ms. Loftin confirmed that the TEFRA approval obtained in 2020 related to the overall issuance of the Series 2020 Bonds would cover the proposed Series 2023 Bonds, although the TEFRA approval will expire on June 2, 2023, which is prompting an expedited schedule for closing; closing needs to occur by June 1, 2023. A discussion occurred regarding the proposed use of the funds. Ms. Loftin stated that these bonds are new money projects and will include education and healthcare facilities on the Main Campus of Emory, which are approved projects under the Authority’s Act. Ms. Loftin then requested a meeting of the Authority on the afternoon May 24, 2023 or the morning of May 25, 2023. The Authority decided to discuss the dates further and respond to Emory promptly after the meeting. The Authority thanked the Emory representatives, the Murray Barnes team, and the JP Morgan representatives, and they exited the meeting.
Mr. Cobb introduced Mr. Josh Carroll of Mauldin & Jenkins to present the Authority’s 2022 audit report and findings and thanked Mr. Carroll for his work on the audit. Mr. Carroll presented the report and concluded that the Authority had a clean audit.
An invoice in the amount of $11,000.00 from Mauldin & Jenkins was presented for approval. A question was asked by the Authority regarding an increase in Mauldin & Jenkins’ fees. Mr. Cobb responded that Mr. Carroll contacted him regarding the higher fee rate. Mr. Carroll explained their rate had increased as costs, inflation, wages and other fees have increased on a widespread basis, but noted that he does not expect fees to increase further in the next year.
A motion was made by Mr. Andrews and seconded by Mr. Lientz to approve the 2022 audit and the Mauldin & Jenkins invoice. The motion to approve the audit and invoice was approved unanimously by the members of the Authority. Mr. Carroll then exited the meeting.
Mr. Evans next presented the Treasurer’s Report. Mr. Evans stated the Authority is financially in a good position with approximately $33,000 in the Synovus checking account, approximately $500,000 in bonds maturing in the short term, and approximately $600,000 in bonds with a 2028 maturity.
Mr. Cobb discussed the amended Vendor Pool/Underwriter Policy and noted that the policy would require underwriters working on deals involving the Authority to include at least one minority or female on the working team for such underwriter. A discussion was held about the new policy, including the concept that once an underwriter completes the form and is approved by the Authority as being in compliance with such policy, then the underwriting firm would remain on the Authority’s approved list for up to 3 years. A motion for approval of the new policy was made by Mr. Evans and Mr. Andrews seconded such approval, and the motion was approved unanimously by the Authority members.
Mr. Andrews presented next on a proposed new grant program in which the Authority would assist private colleges and universities in Georgia with their capital planning process, which could also assist further with such schools’ strategic planning. The grant would be for up to $50,000 per selected school, with a maximum, annual aggregate grant amount for all recipients of $200,000. There was a discussion regarding the application process, a list of representative schools, the proposed monitoring process, and potential conditions to the grant process (e.g., potential milestones to be satisfied in order to receive the funds). The Authority concluded that more information will be needed to evaluate this process. Mr. Andrews agreed and noted he would present further details at the next meeting of the Authority in May.
Mr. Cobb shared with the Authority members his recent experiences at and takeaways from the Independent College and NAHEEFA conferences. Mr. Cobb stated that these organizations would benefit the Authority. Mr. Cobb also addressed various issues certain colleges are facing.
Mr. Cobb then discussed scheduling the Emory meeting for the Series 2023 Bonds on either May 24th or May 25th. The Authority members determined a quorum could be reached on Thursday, May 25, 2023 at 10:00 a.m. at the offices of Alston & Bird.
A discussion next occurred amongst the Authority members regarding the Authority’s Directors & Officer’s Insurance policy. The Authority has decided to seek additional quotes from different insurance carriers.
A motion was made by Mr. Andrews and seconded by Mr. Cobb to adjourn the meeting. The motion to adjourn was approved unanimously by the members of the Authority.
Mr. Cobb then adjourned the meeting.