Minutes of Meeting of
Private Colleges and Universities Authority
A special meeting of the Private Colleges and Universities Authority (the “Authority”) was held on Friday, March 5, 2021, at the offices of the law firm of Alston & Bird LLP (“Alston & Bird”), at 1201 West Peachtree Street, Atlanta, Georgia at 11:00 a.m. EST. Attendees attended by Zoom virtual Conference, by telephone conference, and in person. Members George G. Andrews, Joseph Evans, and Raymond Cobb were present in person for the meeting. Member James Lientz, Jr. attended via Zoom. Member Jim Timberlake was not present. 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
Call to Order
Ms. Amber Pelot called the meeting to order. All new Members introduced themselves.
Election of Officers
The meeting then proceeded to the election of officers. Upon nominations duly made and seconded, the following accepted their respective nominations and were elected by a majority of the Members of the Authority in such officer positions: Mr. Cobb as Chairman; Mr. Andrews as Vice Chairman; Mr. Lientz as Secretary; and Mr. Evans as Treasurer. Ms. Pelot was re-elected as Assistant Secretary, Assistant Treasurer and TEFRA Hearing Officer of the Authority.
Review of Application and Documents for the issuance of the Private Colleges and Universities Authority’s Refunding Revenue Bonds (Agnes Scott College), Series 2021, in an amount not to exceed $27,500,000, for the benefit of Agnes Scott College
Mr. Nichols presented the request for the Authority to issue its Series 2021 tax-exempt revenue refunding bonds for Agnes Scott College to facilitate (i) refunding all or a portion of the Authority’s Revenue Bonds (Agnes Scott College), Series 2015A issued in the original aggregate principal amount of $20,865,000 (the “Series 2015A Bonds”); (ii) refunding all or a portion of the Authority’s Revenue Refunding Bonds (Agnes Scott College), Series 2019A issued in the original aggregate principal amount of $33,840,000 (the “Series 2019A Bonds); and (iii) the payment of all or a portion of the costs of issuing the Bonds. He noted that the mechanics and framework for the issuance was originally set forth in the Master Indenture previously approved by the Authority and that the requested issuance and refunding would be a continuation of the plan of finance that began in 2019 with the Authority.
Mr. Nichols added that Agnes Scott College would request the Authority to reconvene to approve final interest rates and pricing.
Mr. Evans inquired as to the breakdown for the total issuance amount, to which Mr. Bjorn stated that the issuance amount is the maximum amount authorized (including for costs of issuance), but the final pricing numbers could reflect a smaller issuance amount.
Mr. Andrews then inquired as to the financial condition of Agnes Scott College in light of the COVID-19 pandemic. Noting that the revenue and financial support for the College had increased over the prior year, but Agnes Scott was still operating at net deficit, Mr. Andrews asked about the College’s plans if the pandemic continues. Mr. England acknowledged that the College was feeling the effects of the pandemic (e.g., fall semester was fully online). He added that part of the College’s strategy in bridging the fall semester loss included operating in dual modes (i.e., providing online and in-person classroom options) and increasing safety measures (e.g., reducing class sizes and adding isolation spaces). Mr. England also noted that historically, the College is currently developing a new strategic plan that will carry through fiscal year 2026. The College is also considering consolidated majors and minors and strategically increasing graduate programs as part of its curriculum review. Mr. England said they expect to have full residency by next fall.
Mr. Andrews followed up with a question regarding the frequency of meetings for the College’s Investment Committee. Mr. England advised that the Investment Committee meets quarterly and despite the downturn, the endowment has performed very well; the highest since 2015.
Mr. Bjorn weighed in on the overall refunding structure, noting that the refunding would not only restructure the debt for savings purposes, but would extend the maturity to create lower debt service moving forward.
There were some additional questions and discussion regarding expected timing for approval of interest rates and a general overview of the process for same.
There being no additional questions or discussion, a motion was made by Mr. Evans and seconded by Mr. Andrews to approve the application. The motion was approved unanimously by the Members of the Authority.
Consideration of Inducement Resolution for the issuance of the Private Colleges and Universities Authority’s Refunding Revenue Bonds (Agnes Scott College), Series 2021, in an amount not to exceed $27,500,000, for the benefit of Agnes Scott College
Mr. Encinas then reviewed the Inducement Resolution, noting that it is passed prior to the adoption of the Bond Resolution. He highlighted the key elements of the Inducement Resolution. There being no questions or discussions, a motion was made by Mr. Andrews and seconded by Mr. Lientz to approve the Inducement Resolution. The motion was approved unanimously by the Members of the Authority.
Consideration of Bond Resolution for the issuance of the Private Colleges and Universities Authority’s Refunding Revenue Bonds (Agnes Scott College), Series 2021, in an amount not to exceed $27,500,000, for the benefit of Agnes Scott College
In consideration of the Bond Resolution, Mr. Nichols summarized for the Authority the parameters of the Bond Resolution, noting that it would authorize the issuance of up to $27,500,000.00 of refunding revenue bonds, together with the Supplemental Indenture and Supplemental Loan Agreement and Bond Purchase Agreement, among other documents. He added that the College would need to come before the Authority in April after the pricing of the 2021 bonds for approval of the specific terms, and that the new bonds would mature no later than 40 years from the date of issuance as required by the PCUA Act. There being no questions or discussion, a motion was made by Mr. Lientz and seconded by Mr. Andrews to approve the Bond Resolution. The motion was approved unanimously by the Members of the Authority.
Ms. Pelot presented the financial report, including the status of the Authority’s bank and investment accounts. She noted that FTN Financial, along with Raymond James, had previously presented to the Authority and the Authority elected to move forward with FTN Financial, but that process was still in a holding pattern.
Mr. Evans inquired as to the amounts currently in the Authority’s bank accounts, to which Ms. Pelot advised as to the current balances in such accounts.
Mr. Andrews offered to meet with the Senior Vice President of FTN Financial and report back to the Members of the Authority. Mr. Evan inquired as to whether FTN Financial would be willing to come before the Authority and do another presentation, and Mr. Andrews agreed to coordinate same
Ms. Pelot also addressed payment of outstanding amounts owed to prior members of the Authority. The Members of the Authority approved the payment of per diem owed to the prior Members of the Authority for their service and attendance at the two separate Authority meetings in 2020.
Approval of Minutes of May 20, 2020 Meeting of the Authority
A motion was made by Mr. Andrews and seconded by Mr. Lientz to approve the minutes of the May 20, 2020 meeting as presented to the Members of the Authority. The motion was approved unanimously by the Members of the Authority.
Mr. Andrews inquired as to whether the Authority Members would be interested in gifting the prior Members of the Authority with a token of appreciation for their service to the Authority. Following a brief discussion, the Authority Members agreed that they would gift the prior Members with decorative boxes with inscribed messages of appreciation that would cost between $150-$200 per box, and authorized Alston & Bird to coordinate such process and delivery. Discussions were also held regarding a potential celebration for the Authority (both current and prior Members) in Summer 2021. The Authority decided to discuss additional details for such a gathering at a later time.
A motion was made by Mr. Evans and seconded by Mr. Cobb to adjourn the meeting. There being no additional business, the motion was approved unanimously by the Members of the Authority, and the meeting was adjourned.