Minutes OF Meeting of
Private Colleges and Universities Authority
A special meeting of the Private Colleges and Universities Authority (the “Authority”) was held on Wednesday, April 14, 2021, at the offices of the law firm of Alston & Bird LLP (“Alston & Bird”), at 1201 West Peachtree Street, Atlanta, Georgia at 4:30 p.m. EST. Attendees attended by Zoom virtual conference, by telephone conference, and in person. Members Raymond Cobb III, George G. Andrews, and Jim Timberlake were present in person for the meeting. Member James Lientz, Jr. and Joe Evans attended via Zoom. Amber Pelot, Colony C. Canady, and Carlos Encinas of Alston & Bird, as counsel to the Authority, were also present for the meeting.
The following guests were also present via Zoom:
King & Spalding (Bond Counsel and on Behalf of Agnes Scott College)
Agnes Scott College
PFM Financial Advisors LLC
Office of the Governor
Mauldin & Jenkins
Call to Order
Chairman Cobb called the meeting to order. All Members and guests introduced themselves.
Review of Final Pricing related to the issuance of the Private Colleges and Universities Authority’s Revenue Refunding Bonds, in an amount not to exceed $27,500,000, for the benefit of Agnes Scott College (the “Series 2021 Bonds”) and Bond Purchase Agreement related thereto
Ms. Loftin presented the final pricing for the Series 2021 Bonds, noting a successful pricing and final issuance in the amount of $20,190,000.00. She noted that Agnes Scott College was able to achieve a 2.67% interest rate with maturities ranging from 2031 to 2045. Additionally, she advised the Authority that the refunding of the Series 2015A Bonds would occur on the day of closing.
Consideration of Supplemental Resolution for the benefit of Agnes Scott College related to the Series 2021 Bonds
In connection with Ms. Loftin’s request for approval of the Supplemental Resolution, she noted that the final terms of the Series 2021 Bonds and approval to refund the bonds would be set forth in the Fourth Supplemental Loan Agreement, Fourth Supplemental Trust Indenture, and Bond Purchase Agreement. A motion was made by Mr. Timberlake and seconded by Mr. Andrews to approve the Supplemental Resolution, as well as the Fourth Supplemental Loan Agreement, Fourth Supplemental Trust Indenture, and Bond Purchase Agreement, and to approve the issuance of the Series 2021 Bonds. The motion was approved unanimously by the members of the Authority.
Auditor’s Presentation and Report
Mr. Carroll presented the results of the 2020 audit report of the Authority, highlighting the engagement team and financial trends. He noted that Mauldin & Jenkins was able to issue an unmodified opinion. His report reflected the cooperation and transparency of Alston & Bird and noted that appropriate controls were in place and no audit adjustment to the Authority books and records was required.
Mr. Evans noted that while the Authority’s cash basis of accounting is technically appropriate, given a number of bonds with premiums, such accounting process does not give a realistic picture of operating interest income, adding that if the Authority were on an accrual basis of accounting, it would have approximately $8,000 of total interest income. He suggested that as the Authority moves forward, the members consider this and keep this in mind for future accounting purposes.
Following this brief discussion, a motion was made by Mr. Andrews and seconded by Mr. Lientz to approve the Mauldin & Jenkins audit report for 2020. The motion was approved unanimously by the members of the Authority.
Mr. Evans presented the Authority members with (i) the Alston & Bird invoice in the amount of $15,300.12 related to services rendered by Alston & Bird for the period from December 15, 2020 through March 30, 2021, and (ii) the Mauldin & Jenkins invoice in the amount of $8,750.00 in connection with the 2020 audit of the Authority.
Mr. Andrews inquired as to the Mauldin & Jenkins fee, which prompted a short discussion regarding auditor fees.
There being no additional questions or discussion, a motion was made by Mr. Andrews and seconded by Mr. Lientz to approve and pay the Alston & Bird invoice in the amount of $15,300.12 and the Mauldin & Jenkins invoice in the amount of $8,750.00. The motion was approved unanimously by the members of the Authority.
Approval of Minutes of March 5, 2021 Meeting of the Authority
A motion was made by Mr. Lientz and seconded by Mr. Timberlake to approve the minutes of the March 5, 2021 meeting as presented to the Members of the Authority. The motion was approved unanimously by the Members of the Authority.
Ms. Pelot provided an update regarding the new Mercer University transaction, proposing an Authority meeting with Mercer University and their counsel, Butler Snow, for the week of May 3, 2021 in order to consider an inducement resolution and bond resolution in connection therewith.
Chairman Cobb inquired as to the status of the farewell gifts for the prior Authority members. Ms. Pelot confirmed that the gift boxes had been ordered and was open to suggestions for a gathering.
Chairman Cobb also addressed the Authority’s outreach effort to additional private colleges and universities in the State of Georgia, specifically Historically Black Colleges & Universities (“HBCU”), including a potential webinar series. Mr. Andrews concurred with Chairman Cobb’s suggestions and suggested the Authority engage in conversations with the presidents of these HBCUs to help them understand the importance of the services the Authority provides. The other Authority members agreed that the Authority should continue its outreach efforts.
A motion was made by Mr. Andrews and seconded by Mr. Evans to go into executive session. The motion was approved unanimously by the members of the Authority and all non-Governor appointed Authority members exited the meeting.