Private Colleges and Universities Authority
A special meeting of the Private Colleges and Universities Authority (the “Authority”) was held on Thursday, April 16, 2020, by Zoom virtual conference and by telephone conference at 4:00 p.m. Members George Andrews, Joseph W.C. Montgomery, David Sims, and Bill Tanner attended the meeting via Zoom virtual conference. Amber Pelot, Colony C. Canady and Carlos Encinas of Alston & Bird, as counsel to the Authority, were also present via Zoom virtual conference for the meeting.
The following guests were also present via Zoom virtual conference:
King & Spalding (Bond Counsel and on Behalf of Emory University)
Emory University (the “University”)
Amy Reding Andrews (via telephone)
Call to Order
Mr. George Andrews called the meeting to order. All members and guests introduced themselves.
Review of Application related to the issuance of the Private Colleges and Universities Authority’s Revenue Bonds, Series 2020, in an amount not to exceed $2,100,000,000.00, for the benefit of Emory University (the “Series 2020 Bonds”) and related documents
Ms. Belva White opened her presentation by providing the Authority members with her background and the background of some of her colleagues who have not yet met the Authority members. She provided an overview of the University’s application and request for the issuance of the Private Colleges and Universities Authority’s Revenue Bonds, Series 2020, in an amount not to exceed $2,100,00,000.00, noting the two major parts of the bond financing: (1) $600 million in new money, and (2) the refinance and restructure of $1.1 billion of existing debt, explaining that the main objective for the University is addressing the self-liquidity requirements of the existing bonds.
Mr. Andrews inquired as to whether the University’s presentation would reflect the positive benefit that the Authority’s issuance would have for the institution to which Ms. White noted that the benefits would be reflected and addressed later in the presentation.
Ms. White then discussed the allocation of the new money between the University’s educational side and the University’s healthcare side, noting new facilities and the renovation of the Clifton Tower residence hall on the educational-side, and the expansion of Winship Midtown Tower, the John Creek’s facility, and the Midtown Atlanta parking deck expansion on the University’s healthcare-side. Ms. White spoke on the significant expansion of the Winship Midtown Tower, estimating the costs to be approximately $431 million, with $215 million of such cost to be covered by gifts from the Woodruff Foundation. Due to the significant growth of the University’s John’s Creek facility, Ms. White addressed the need for patient bed expansion and expansion of the medical office building (adding three (3) floors and approximately 93,000 sq. feet) and parking deck in keeping pace with the needs of the area. The Midtown Atlanta parking deck project will make visitation to the Midtown location more convenient for patients and guests. She noted that these projects would require approximately $600 million in debt funding with approximately $77,739,000 to be used for smaller, miscellaneous projects, all to be completed within the next two years.
Ms. Pelot inquired as to whether the University had a list of the miscellaneous projects, such that the Authority could review and ensure such projects are authorized under the Private Colleges and Universities Act. Ms. White responded that she would follow-up with Ms. Pelot and the Authority with that information.
Ms. White continued through her presentation, noting that the Clifton Tower residence hall renovation was completed in August 2019, and the Midtown Hospital Parking Deck would be completed in Spring 2021 and would consist of retail space on the ground level, consistent with the growing mixed-use projects in the area.
Ms. Pelot then asked whether the additional space in the John’s Creek medical office building would be leased to existing physicians or additional physicians. Ms. White stated that the plan was to create more space for the existing physicians, and Ms. Loftin clarified that any private use is carved out from the tax-exempt financing.
Ms. White’s presentation then turned to the refinancing portion of the bonds, highlighting that the University would be seeking to: (1) refinance and refund the Authority’s Series 2013-A and Series 2011-A tax-exempt fixed rate bonds as a straight refinance for better rates and debt service savings; (2) restructure the tax-exempt variable rate revenue bonds (i.e., Series 2013-B, Series 2013-C, Series 2005-B, and Series 2005-C) bonds to remove the self-liquidity requirements; (3) payoff or refinance the taxable variable rate demand bonds (i.e., Series 1999-B, Series 1995-B, and Series 1994-B) with cash to eliminate self-liquidity support; and (4) refinance the current commercial paper programs into either intermediate or long-term tax-exempt fixed rate bonds, noting that post-refinance, the 2008 Tax Exempt Program would expire, and the 2010 Taxable Commercial Paper would remain intact without anything drawn on it, thereby having $350 million post-closing capacity in case it is needed in the future.
Mr. Montgomery inquired as to whether the COVID-19 crisis has impacted the University’s bottom line. Ms. White affirmed that the crisis has in fact had a negative impact, resulting in lost revenue due to the University refunding student housing and activity fees. She did note that the University was still monitoring research activity. With respect to the University’s healthcare side, the main impacts of COVID-19 have been seen as a result of the elimination of elective surgeries, but Ms. White added that the University has implemented cost-saving moves, including salary freezes, hiring freezes and the elimination of all non-essential expenditures. There was some additional discussion among the members of the Authority and the Ms. White, with Ms. White concluding that the Authority’s new money issuance would have a very positive impact on the University’s bottom line.
Mr. Andrews asked about the University’s investment policy associated with commercial paper, noting his understanding that historically, commercial paper was the costliest avenue in terms of debt. Ms. White addressed Mr. Andrews’ question, noting that the University only uses commercial paper for interim financing, with the intention to refinance as soon as possible. Mr. Andrews then requested that Ms. White highlight some of the University’s financials and provide year-end projections. Ms. White responded that undergraduate admissions deposits were higher than they were at this time last year and remain very strong, adding that diversity is very important to the University and noting an increase in financial aid investment.
In response to Mr. Andrews’ question regarding the integration of DeKalb Medical Center, Ms. White stated that she expected the medical center to be fully integrated with the University within the next 2-3 years. There being no further discussion or questions, Ms. Loftin presented the Inducement Resolution and the Bond Resolution for consideration by the Authority.
Consideration of Inducement Resolution and Bond Resolution for the benefit of Emory University related to the Series 2020 Bonds
Ms. Loftin provided an overview of the Inducement Resolution the parameters Bond Resolution, noting some of the specific parameters of the resolution. She confirmed that all of the new money projects, as well as the refunding obligations, would be projects approved under the Private Colleges and Universities Authority Act. Ms. Loftin summarized the Bond Resolution, noting that it authorizes the issuance of up to $2.1 billion of bonds and that the University would need to come back to the Authority in May after the final pricing of the 2020 bonds for review and consideration by the Authority of the specific pricing terms. Additionally, she discussed the Sixth Supplemental Loan Agreement and Sixth Supplemental Trust Indenture, the final terms of which would be presented and considered during the May meeting of the Authority.
There being no additional questions or discussion, a motion was made by Mr. Montgomery and seconded by Mr. Tanner to approve the Inducement Resolution. The motion was approved unanimously by the members of the Authority. A separate motion was made by Mr. Montgomery and seconded by Mr. Tanner to approve the Bond Resolution. The motion was approved unanimously by the members of the Authority.
Approval of Minutes of January 15, 2020 Meeting of the Authority
A motion was made by Mr. Montgomery and seconded by Mr. Sims to approve the minutes of the January 15, 2020 meeting as presented to the members of the Authority. The motion was approved unanimously by the members of the Authority.
Mr. Montgomery presented the Authority members with the Alston & Bird invoice related to services rendered by Alston & Bird for the period of January 2020 – March 2020 in connection with work related to the correction of the Authority’s Act in the Official Code of Georgia Annotated, as well as audit-related work, meeting preparation work, and general research regarding the Authority’s ability to conduct meetings via virtual conference, all in the aggregate amount of $13,148.50. There being no questions or discussion, a motion was made by Mr. Tanner and seconded by Mr. Sims to approve and pay the Alston & Bird invoice in the amount of $13,148.50. The motion was approved unanimously by the members of the Authority.
Mr. Sims then introduced Mr. Jeremy Collins of Total Spectrum to discuss his firm’s services in connection with the monitoring of legislative bills. There was an in-depth discussion regarding designation of services, timing of services and proposals for engagement. Following the discussion, Mr. Andrews requested that Mr. Collins e-mail a proposal for monitoring services to the members of the Authority for their review and consideration.
Ms. Pelot then briefly discussed the upcoming transition of Alston & Bird team members Peter Floyd and Carlos Encinas, who would be stepping in and working with the Authority during Ms. Pelot’s maternity leave during the period of July 2020 through November 2020.
A motion was made by Mr. Sims and seconded by Mr. Tanner 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.