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HomeMy WebLinkAbout07-30-02 TSH MSU Min MINUTES AND CERTIFICATION On July 30, 2002, the Board of Directors (the `Board") of the Texas Student. Housing Corporation — MSU Project convened in a public meeting at the designated meeting place in Westlake, Texas. The roll of the duly constituted officers and members of the Board was called,which are as follows: Name Title James P. Carter President Worth Blake Vice President Annette Bush Treasurer Dr. Forrest 'Watson Member Becky Rogers Member Dr. John Brooks Member Mike Farhat Member All of whom were present except Ms. Rogers and Dr. Brooks. Also present were: Mr. Larry Williamson, Mr. Bill Moon, Mr. Allen Moon, Mr. Scott Bradley, Ms. Mary Midgette, Mr. Trent Petty and Ms. Ginger Crosswy. President Carter called the meeting to order at 5:40 p.m. President Carter told the Board that the executive session was not needed at this time. Mr. Rafael Figueroa, President of Collegiate Development, was in attendance along with Ms. Mary Ellen Ewing and Mr. Chris Price. Mr. Figueroa gave a presentation regarding the property the Board is considering acquiring at Midwestern State University in Wichita Falls. There was a lengthy question and answer session during which time Mr. Blake asked, "As you heard before, we are very concerned about how the legislature will perceive our other projects. Can you tell me how you think they will react to this?" Mr. Figueroa answered, "That's a tough one, because I am in an awkward position for that. I think that as long as, not just TSHC but any other similar corp., and there are a couple of them in place right now in Texas, as long as the value of the project is a reasonable value and not an inflated value, you'll be ok. The problem always with all of these deals is you have to remember they are being developed by a for-profit entity and they want to maximize their return. And where does that line cut off between one thing and another? That is a dangerous part, that is the part that if you start leaning more toward one side or another it might come back later on to haunt you, so you have to be concerned or careful about this. As long as you are.. You know, the project has to make sense at a level of occupancy that you know you can attain, not just go to (and I'm making numbers up) 99% because they want to get 99%, but of course everybody wants as much as they can. There has to be some sort of level here, I think that's one thing, and I have discussed that with Jim before, that's important for one. I think it's also very important that you, and I've had again that conversation with some of you before, that you get a firm that specializes on this, to provide you, as a third party, an independent study or assumption of value of what you are actually getting into. One of the things that I did not like, and one of the things why we left our former employee was because it was very awkward for us. We actually invented this whole thing and put it into practice and then we were being asked by the persons who pay our checks to do something one- way and we refused. Because we thought that was not..... One of the things that I will never do in life is stand before a guy with black robe and raise my right hand up, I will absolutely not do that. I'll walk away, I'll say whatever I need to say upfront, but we are very very kosher on what we do. And I think that, It was not... I'm not talking about that with our former employer and the TSH deals, I mean this is something that was permeated throughout the whole company. When you have a big portfolio and problems and you try to do a lot of creative thinking. I think to the degree that you kind of stay with whatever project you get involved in. As long as you stay within the text of the reasonable test, you'll be ok. I think if you start expanding that to one side or another that's going to raise a lot of flak." Ms. Ewing added, "Also, in this case, part of the Legislature's concern was TSH sort of appearing in different venues without the local support. This is a case where MSU has sent out a request for this property to be built and therefore your role is connected to the local jurisdiction and the university from the beginning." Mr. Figueroa continued, "There is a word that I like using, that they laugh at me, but as long as we can apply and commingle the relationship with the school, you are serving your purpose. There is nobody who can come to you later on and say you did or you didn't do it. You are not perceived as a for profit entity, operating as a for profit entity. You are actually acting on behalf of the school. And that is why this project is so important for this company. And that why we have been trying to engage schools in these types of projects. Any time we go for one of these things, whether we are successful in pursuing it or not, I'll call Allen and say go to Jim and ask him, because we want to pursue this thing and we want to have the permission to go in and suggest that you guys act as the borrower conduit for them. It serves their purpose. It saves them time, allows them to fit into very tight schedules_ We have documents that are already in place which need to be tweaked. It controls expenses. People are familiar with them. Underwriters are familiar with them. Underwriters' counsels are familiar with them. It's been done before. All of that provides an aura of being kosher and safety in the things that you are involved with and that is why we have always been appreciative." This meeting was recessed at 6:48 p.m. and reconvened at 8:51 p.m. During this time Mr. Farhat left the meeting. There was a motion by Dr. Watson, seconded by Mr. Blake, to adopt the resolution authorizing the issuance of bonds to finance the acquisition, construction, and management of a student housing project to be located in Wichita Falls, Texas and resolving any related matters_ There was no discussion and the motion carried unanimously. There being no further business the meeting was adjourned at 8:53 p.m. MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT and to correctly reflect the duly constituted officers and members of the Board, and is hereby certified to be a correct copy of an official copy thereof, on file among the official records of the Board, on this the 24th day of September, 2002, ATTEST: es P. Carter, Psident ing Crosswy, Secret MINUTES AND CERTIFICATION On July 30, 2002,the Board of Directors(the "Board")of the Texas Student Housing Corporation—MSU Project(the"TSHCMSUP")convened in a public meeting at the designated meeting place in Westlake,Texas. The roll of duly constituted officers and members of the Board was called and are as follows: Name Title Absent James P. Carter President Worth Blake Vice President Annette Bush Treasurer Dr. John Brooks Member XX Dr. Forrest Watson Member Mike Farhat Member XX Becky Rogers Member XX all of whom were present except those indicated above as being absent,thus constituting a quorum. Among other things,the Board considered the written resolution as follows: A Resolution Authorizing the Acquisition, Financing, and Management of a Student Housing Project, Including Related Facilities, Located on the Campus of Midwestern State University, Approving the Form and Substance of, and Authorizing the Execution and Delivery of, the Documents Appropriate to Effect the Acquisition,Construction,Financing,and Management of the Project, and Resolving Related Matters The Resolution was read by the Board. After due consideration, it was duly moved and seconded that the Resolution be adopted. The Presiding Officer put the motion to a vote of the Board, and the Resolution was adopted by the following vote: AYES: 4 NOES: 0 ABSTENTIONS: 0 The Presiding Officer then declared the Resolution adopted. The persons named herein are the duly chosen,qualified,and acting officers and members of the Board as indicated herein. Each of the officers and members of the Board was duly and sufficiently notified officially and personally. in advance, of the time, place, and purpose of the aforesaid meeting and that the resolution would be introduced and considered for adoption at the meeting. The meeting was open to the public, and public notice of the time, place, and purpose of the meeting v,-as given all as required by Chapter 551 of the Texas Government Code. MINUTES APPROVED AND CERTIFIED TO BE CORRECT and to correctly reflect the duly constituted members of the Board of the TSHCMSUP,and the attached copy of the Resolution is hereby certified to be a correct copy of an official copy thereof on file among the official records of the TSHCMSUP and such resolution has not been amended and is in full force and effect on this July 30,2002. By: A Name: Inge rosswy Title: Secretary [SEAL] 2 BOND RESOLUTION TAM.vI.TSHCMSUP.V.1.4/4/2002 RESOLUTION AUTHORIZING THE ISSUANCE OF A SERIES OF BONDS, AND THE ACQUISITION, CONSTRUCTION, FINANCING, AND MANAGEMENT OF A STUDENT HOUSING PROJECT, INCLUDING RELATED FACILITIES, LOCATED ON THE CAMPUS OF MIDWESTERN STATE UNIVERSITY, APPROVING THE FORM AND SUBSTANCE OF, AND AUTHORIZING THE EXECUTION AND DELIVERY OF, THE DOCUMENTS APPROPRIATE TO EFFECT THE ISSUANCE OF BONDS, AND THE ACQUISITION, FINANCING, AND MANAGEMENT OF THE PROJECT, AND RESOLVING RELATED MATTERS WHEREAS,the Texas Student Housing Corporation--MSU Project(the"issuer")is a nonprofit corporation created pursuant to the Higher Education Authority Act(Chapter 53, Education Code)to act as a duly constituted authority and instrumentality on behalf of the Town of Westlake,Texas,among other things,to acquire,finance,and operate student housing facilities; WHEREAS, the Board of Directors (the "Board") of the Issuer hereby finds that it is in the interest of the Issuer to acquire, construct, and equip a student housing facility and related facilities(the "Project") located on the campus of Midwestern State University through the issuance of a series of student housing revenue bonds (the "Bonds")pursuant to a Trust Indenture(the"Indenture"),between the Issuer and the Bank of New York,as trustee (the"Trustee"); WHEREAS,the Issuer hereby authorizes the sale of the Bonds to Legg Mason Wood Walker, Incorporated (the"Underwriter") pursuant to a Bond Purchase Agreement,between the Issuer and the Underwriter; WHEREAS,the Board has examined the proposed forms of the Indenture,the Bond Purchase Agreement,the Coritinuing Disclosure Agreement, between the Issuer and the Bank of New York, the Deed of Trust, Security Agreement and Fixture Filing,to be executed by the Issuer,the Ground Lease and Management Agreement,between Midwestern State University and the Issuer, the Developer -Agreement, between the Issuer and Collegiate Development Services, LP and the Issuer's Preliminary Official Statement and Official Statement (collectively, together with all documents contemplated in connection with the issuance of the Bonds and under the Bond Purchase Agreement and effecting the issuance the acquisition, financing, and management of the Project, such documents shall be referred to as the"Transaction Documents")and has found the form and substance of such documents to be satisfactory and proper; WHEREAS,the Board has determined to issue the Bonds in order to enable the Issuer to acquire, finance, construct,equip,and manage the Project in accordance with the Transaction Documents by authorizing the execution and delivery of the Transaction Documents and taking other actions as may be necessary and convenient to effect the transactions contemplated by the Transaction Documents; WHEREAS,the Board hereby finds that the Bonds will be issued and sold and the Project shall be acquired, financed,and managed on the terms and subject to the conditions contained in this resolution(the"Resolution")and the agreements authorized hereby;and WHEREAS,the meeting at which this Resolution has been considered has been called and held,and public notice of the meeting has been given, in accordance with applicable law; THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE TEXAS STUDENT HOUSING CORPORATION -- MSU PROJECT: 3 BOND RESOLUTION TAM.v i.TSHCMSUP.V.1.414l22002 SECTION 1. Preamble. The preamble of this Resolution is hereby adopted by reference and made part of this Resolution. SECTION 2. Findings, The Board,acting on behalf of the Issuer,hereby finds(solely for its own purposes to facilitate accomplishing the purposes of this Resolution) that the issuance and sale of the Bonds and acquisition and management of the Project is in furtherance of the public purposes of the Act. SECTION 3. Authorization_of the Issuance and Sale of the Bonds, and the Acquisition, Construction, Financing, and ]Management of the Project Pursuant to the Transaction Documents. The Board hereby authorizes and approves the issuance and sale of the Bonds and the acquisition, construction, financing, equipping, and management of the Project pursuant to, and the performance of its duties under,the Transaction Documents. SECTION 4. Terms of Issuance and Sale of Bonds. The Issuer hereby authorizes the issuance and sale of the Bonds in an aggregate amount not to exceed $17,500,000, with a net effective interest rate not to exceed 7.50 percent and a final maturity no later than July 1, 2035, on the terms and as prescribed in and the manner contemplated by the Bond Purchase Agreement and the Indenture. The Issuer shall not be obligated to deliver the Bonds to the Underwriter until the Underwriter has satisfied all requirements contained in the Bond Purchase Agreement. SECTION 5. Terms of Acquisition of Project. The Issuer hereby authorizes the acquisition,construction,and equipping of the Project for a purchase price not to exceed$15,500,000 to be paid from the proceeds of the issuance and sale of the Bonds and the application of the proceeds of the Bonds,on the terms and conditions as contained in the Transaction Documents. SECTION 6. Use and Distribution of Disclosure Documents. The Issuer hereby authorizes the use and distribution of the Preliminary Official Statement and the Official Statement as contemplated by the Bond Purchase Agreement. SECTION 7. Pricing Committee. Pursuant to Section 2.6 of the Bylaws of the Issuer, any two or more members of the Board are hereby designated as an executive committee(the"Pricing Committee")of the Board for the purpose of approving,subject to the limitations set forth in this Resolution, the interest rate, maturities, and principal amount of the Bonds, the purchase price of the Project,and such other terms relating to the Bonds and the Project that the Pricing Committee determines to be necessary or appropriate, such approval to be conclusively evidenced by the execution of the applicable Transaction Documents by the applicable officer of the Issuer. 4 BOND RESOLUTION TAM. LTSHCMS U P.v.1.4/4/2002 SECTION S_ Conditions to Entering into the Transaction Documents. The Issuer shall not enter into the Transaction Documents unless and until the following conditions are satisfied: (1) The Pricing Committee and General Counsel of the Issuer shall approve, in form and substance,any changes to the Transaction Documents,which approval shall be evidenced conclusively,with respect to the Pricing Committee, by the execution of the applicable Transaction Documents, and, with respect to the General Counsel, by his written statement to that effect. (2) An authorized officer of Midwestern State University approves the interest rate and maturities of the Bonds and the form and substance of the of the Transaction Documents. The Finance Counsel shall deliver an opinion to the Board to the effect that the Board has taken all appropriate action to authorize the execution and delivery of the Transaction Documents, and the Transaction Documents, subject to customary creditor rights exceptions,are enforceable and binding obligations of the Issuer. SECTION 9. Execution and Delivery of Bonds and Transaction Documents. Following the approval of the final terms of the Bonds and the Transaction Documents by the Pricing Committee and the satisfaction of all requirements contained in this Resolution and the Bond Purchase Agreement to the sale and delivery of the Bonds,the President and the Secretary are each hereby directed and authorized to execute, attest and affix the Issuer's seal to the Bonds,and the President,or if the President is not available the Vice President, is hereby directed and authorized to execute the Transaction Documents,and to deliver the Bonds and the Transaction Documents to the Underwriter and other appropriate persons as contemplated by the Bond Purchase Agreement. SECTION 10. Authorized Officers. Each of the members and the officers of the Issuer(each as an authorized officer),Petty&Associates,Inc,as the Program Administrator, Scott Bradley, as the General Counsel, Larry 'Williamson, as the Financial Advisor, Thomas Allen Moon, as the Finance Counsel, and Jenkens & Gilchrist, P. C., as the Bond Counsel, is hereby authorized to execute and deliver certifications as to facts, estimates, and circumstances as are necessary to accomplish the purposes of this Resolution and, on the Issuer's behalf, to: (1) do all things necessary or conven ient to effect the issuance of the Bonds and the acquisition, financing, and management of the Project and to carry out the terms and purposes of this Resolution, including (without limitation) the execution and delivery of all agreements and other documents and papers, whether or not mentioned herein, contemplated to he delivered in connection therewith; (2) perform all duties and functions of the Issuer under the Transaction Documents and this Resolution in order to accomplish the purposes thereof; and (3) certify as to the accuracy of any information about the Issuer that is contained in the Transaction Documents. SECTION 12. Ratification of Submission to the Attorney General of Texas. The Board hereby ratifies the submission by Jenkens & Gilchrist, P. C., as bond counsel, to the Attorney General of Texas, for approval as required under Chapter 1202, Texas Government Code,and a transcript of legal 5 BOND RESOLUTION TAM,v 1.TSHCMSUP.V.1.414l2002 proceedings relating to the issuance, sale, and delivery of the Bonds. SECTION 13. Limited Obligations. The Bonds and the interest thereon shall be limited obligations of the Issuer payable solely from the revenues, funds,and assets pledged under the Indenture to secure payment of the Bonds and under no circumstances shal I the be payable from any other revenues, funds, assets, or income of the Issuer. SECTION 14. Obligations of Issuer Only. The Bonds shall not constitute an indebtedness,liability,general,special,or moral obligation or a pledge or loan of the faith and credit or taxing power, within the meaning of any constitutional or statutory provision whatsoever,of the United States of America or any agency or instrumentality thereof,the State of Texas,the Town of Westlake, or any other political subdivision or governmental unit. SECTION 15. Power to Revise Form of Documents. Notwithstanding any other provision of this Resolution,the President or Vice President of the Issuer are each authorized to make or approve such revisions in the form of documents attached hereto as exhibits as, in the opinion of the General Counsel and Finance Counsel, may be necessary or convenient to carry out the purposes of this Resolution, and the approval of such changes shall be conclusively established by such officers' execution of the documents. SECTION 16. Compliance with IRS Information Filing Requirements. The Board directs that an officer of the Issuer submit to the Secretary of the Treasury, not later than the 15`x' day after the second calendar month after the close of the calendar quarter in which the Bonds are issued,a statement containing the information required by Section 149(e)of the Internal Revenue Code of 1986, as amended. SECTION 17. Effective Date of Resolution. This Resolution shall take effect immediately upon its adoption. PASSED AND APPROVED BY TEXAS STUDENT ©USIN PORATI -- U ROJECT, this July 30, 2002. a . James P. Carter Title: President [SEAL] 6 BOND RESOLUTION TAM.v 3.TSHCMSUP,V.1.4f412002