Mr. Kim Herman, Executive Director; Mr. Paul Edwards, Deputy. Manager; and Mr. Cody Field, Program Assistant. Also present was Ms.

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1 Washington Higher Education Facilities Authority MINUTES September 1, 2015 Mr. Tom Johnson, Board Secretary, called the meeting of the Authority to order at 9:00 A.M. Board member, Mr. Jerome Cohen, was present in the board room, located at 1000 Second Avenue, 28 th Floor in Seattle, WA Board members Lt. Governor Brad Owen, Ms. Claire Grace, Dr. Roy Heynderickx, and Dr. Gene Sharratt were present by telephone. Authority staff present were: Mr. Kim Herman, Executive Director; Mr. Paul Edwards, Deputy Director; Mr. Bob Cook, Senior Finance Director; Ms. Carol Johnson, Manager; and Mr. Cody Field, Program Assistant. Also present was Ms. Deanna Gregory of Pacifica Law Group; and Mr. Andrew O Boyle of Seattle University. Mr. Barry Fick of Springsted Inc.; and Assistant Attorney General Mr. John Ryan were present by telephone. Approval of the Minutes Mr. Johnson asked for a motion to approve the minutes of the June 8, 2015 Authority Board meeting. Mr. Cohen made the motion and it was seconded by Lt. Governor Owen. The motion was approved unanimously. September 1,

Gene Sharratt were present by telephone. Authority staff present were: Mr. Kim Herman, Executive Director; Mr. Paul Edwards, Deputy Director; Mr. Bob Cook, Senior Finance Director; Ms.

2 Seattle University Introduction and Financial Update Mr. Johnson introduced Ms. Johnson to present the 2015 Seattle University financing. Ms. Johnson stated that the transaction before the Board for consideration is a proposed issuance by the Authority of refunding revenue bonds for Seattle University in an amount not to exceed $59,000,000. She noted that the transaction is a private placement with Washington Federal. George K. Baum and Company is acting as placement agent for the transaction. Springsted is acting as the Authority s Financial Advisor. Bond proceeds will be loaned to the University to refund bonds issued by the Authority in 2005 and The 2005 bonds refunded bonds issued by the Washington State Housing Finance Commission in Proceeds of the 1998 Commission bonds financed 202 units of student housing and related improvements. The 2007 bonds financed acquisition of property, renovations to numerous capital facilities of the University, and construction of miscellaneous capital improvements on the University s campus. Ms. Johnson stated that a public hearing was held on Thursday, August 20, The transaction is scheduled to close on Friday, September 11 with a pre-closing on Wednesday, September 9, Ms. Johnson asked Mr. Fick to present the application review and financial update. Mr. Fick stated that the transaction will be a fixed rate financing with no debt service reserve required for the financing. The September 1,

Johnson stated that the transaction before the Board for consideration is a proposed issuance by the Authority of refunding revenue bonds for Seattle University in an amount not to exceed $59,000,000.

3 approximate issue size will likely be around $55 million. The interest rate will be set when the bonds are sold. The rate is estimated at approximately 3%. Mr. Fick noted that the transaction will be relatively straightforward. The University has an underlying credit rating of A from Standard & Poor s. Because this is a bank private placement, there will be no need to obtain a credit rating. The refinancing will result in reduced annual interest cost for the University, improving financial operations going forward. Mr. Fick stated that the University has had a strong improvement in total net assets and even stronger improvement of unrestricted net assets over the last five years. There has been an approximately 5% decrease in enrollment between undergraduate, graduate, and law school students. The University has been very pro-active in adjusting its costs to meet the new class sizes. The debt coverage ratios, with the new debt factored in, are very positive. The debt service to operations is below average and the financial resources are right on par. The financial resources to debt ratio is slightly above average. Overall the University s financial performance and ratio analysis is very positive. Mr. Fick stated that compared to the outstanding debt, the reduction in interest costs for the 2015 bonds will be approximately $10.37 million on a future value basis. On a present value basis the savings will be approximately $7.5 million. September 1,

Because this is a bank private placement, there will be no need to obtain a credit rating.

4 Mr. Johnson asked if this transaction will release reserve accounts for the existing financings. Mr. Fick stated that the prior bond issues being refunded did not require a reserve. This transaction will allow the University to continue without a reserve. Mr. Johnson asked how the 3% rate compared to selling bonds on the open market. Mr. Fick stated that with a publicly sold bond issue, the University would see rates of approximately 4.25% - 4.5%. Mr. O Boyle, Associate Vice President of Investments, Finance and Business Affairs at Seattle University reiterated that the transaction is fixed rate and that it was extremely important to the University to maintain a fixed rate. Action Item: Approval of Resolution #15-02 for Seattle University Mr. Johnson asked for a motion to approved resolution #15-02 for Seattle University. Dr. Sharratt made the motion and it was seconded by Dr. Heynderickx. The motion was approved unanimously. Action Item: Approval of Financial Statement Mr. Johnson introduced Mr. Cook to present the financial statement. Mr. Cook stated that as of July 31, 2015, net assets were $1.951 million. Compared to the prior year, this number is down about $285 thousand. This is reflective of the fact that the Authority has not been assessing annual fees. The only income is from a small amount of interest with September 1,

5 expenses totaling approximately $25,000 leaving a net deficit of $25,561. This is due to a lack of fee income. The Seattle University transaction will generate some new income for the Authority. Ms. Grace asked about the variance between the prior year to date and the current year to date, with regard to advertising. Mr. Cook stated that the variance was caused by the cost of the public hearing notice for the Seattle University transaction. This amount will be reimbursed after the transaction closes. Mr. Johnson asked for a motion to accept the financial statement. Ms. Grace made the motion and it was seconded by Mr. Cohen. The motion was approved unanimously. Invoice for Services Mr. Johnson introduced Mr. Cook to present the invoice for services. Mr. Cook stated that the statement of account shows expenses from the Washington State Housing Finance Commission that the Authority has incurred for May, June and July. The invoice, totaling $56,073.53, had been approved by Board Treasurer Claire Grace. Market and University Savings Update Mr. Johnson introduced Mr. Fick to present the Market Update. Mr. Fick presented his report and discussed the factors affecting the market, noting September 1,

Cook stated that the variance was caused by the cost of the public hearing notice for the Seattle University transaction. This amount will be reimbursed after the transaction closes. Mr.

6 that current refundings have been very favorable for issuers, and provided an update of the economy in the Pacific Northwest. Bond Issue Status Report Mr. Johnson introduced Mr. Edwards to present the bond issue status report. Mr. Edwards stated that with Board approval of the Seattle University financing, the bond issue will move to an anticipated closing on Friday, September 11. Trinity Lutheran College has submitted an application and application fee, but has not secured a commitment letter from a bank. Whitman College is issuing an RFP for an underwriter, but the Authority has not received an application for their financing. Springsted will be serving as financial advisor to the College for that transaction. There is nothing new to report on the anticipated financing for Pacific Northwest University. Mr. Edwards stated that the Seattle University transaction will put the Authority at 79% of its goal for the current fiscal year. Executive Director s Report Mr. Johnson asked Mr. Herman to present the Executive Director s report. Mr. Herman reminded the Board that they approved a motion to establish a roster of financial advisors and delegated authority to the Executive Director to approve the final roster. Staff recently completed a request for quotations/qualifications (RFQQ) process. The RFQQ was distributed to 272 firms electronically and mailed to 14 firms that are on the established September 1,

Edwards stated that with Board approval of the Seattle University financing, the bond issue will move to an anticipated closing on Friday, September 11.

7 Financial Advisor mailing list. Only two responses were received. The responses were from Sprinsted, Inc. and Public Financial Management. Both firms have been approved to be on the Authority s financial advisor roster. Mr. Herman noted that if one of the firms is selected to serve as financial advisor to one of the Authority s member schools, they will not be representing the Authority. The fall NAHEFFA Conference is being held in Seattle, September Mr. Herman noted that Mr. Fick will be the opening speaker and Ms. Faith Pettis of Pacifica Law Group will be a featured speaker. Mr. Cohen along with other members of the staff will be attending. Staff will be making visits to the member colleges and universities in Eastern Washington in October. The Authority is an official endorser of The Council for Development Finance Agencies (CDFA) Washington Financing Roundtable being held on October 13 in Seattle. Mr. Herman provided a summary of the articles and newsletters available in the board meeting packet. September 1,

Herman noted that if one of the firms is selected to serve as financial advisor to one of the Authority s member schools, they will not be representing the Authority.

8 Authority Meeting Schedule Mr. Herman stated that the next scheduled Authority meeting is Thursday, November 5 th, If there is no business to conduct, the meeting will be cancelled. Mr. Johnson asked for comments from the public. There were no comments. Adjournment Mr. Johnson adjourned the meeting at 9:36 a.m. Mr. Tom Johnson, Secretary Date September 1,

If there is no business to conduct, the meeting will be cancelled. Mr.

Washington Higher Education Facilities Authority. Who are we? What do we do?

WHEFA Washington Higher Education Facilities Authority Who are we? What do we do? 2 Purpose Supporting the financing needs of Washington's nonprofit, independent colleges and universities through tax-exempt