TENNESSEE HOUSING DEVELOPMENT AGENCY
BOND FINANCE COMMITTEE
September 22, 2017
Pursuant to the call of the Chairman, the Bond Finance Committee of the Tennessee Housing Development Agency Board of Directors (the “Committee”) met on Friday, September 22, 2017, at 10:00A.M. in the Executive Conference Room, State Capitol, Nashville, Tennessee. The following members were present: Secretary of State Tre Hargett, Treasurer David Lillard, Samantha Wilson for Commissioner of Finance & Administration Larry Martin, and Comptroller Justin Wilson (Secretary). Kim Grant Brown (Chair) participated by conference call.
At the request of Chair Brown, Secretary Hargett chaired the meeting. Recognizing a physical quorum present, Secretary Hargett called the meeting to order and moved for approval of the minutes of the August23, 2017, meeting. Comptroller Wilson seconded the motion. Secretary Hargett called for a roll call vote:
Chair Brown: Yes
Secretary Hargett: Yes
Treasurer Lillard: Yes
Ms. Wilson for Commissioner Martin: Yes
Comptroller Wilson: Yes
The motion passed unanimously.
Secretary Hargett indicated the next item for consideration was authorization of Issue 2017-4. He recognized Lynn Miller, THDA Chief Legal Counsel, who referenced the following documents in the Board materials:
● a memorandum regarding Issue 2017-4 from Ms. Miller, dated September 13, 2017, that described (1)the documents to be considered, (2) how the authorization for Issue 2017-4 complied with THDA’s Debt Management Policy, (3) the rotation for the bookrunning senior manager, (4)the selling group member that would fill the rotating co-manager position, and (5) the selling group members;
● a memorandum from CSG Advisors Incorporated, dated September 11, 2017, that recommended authorization of Issue 20174 under the 2013 General Resolution, through a negotiated sale, in an aggregate principal amount not to exceed $100million;
● the Plan of Financing for Issue 2017-4 in an aggregate principal amount not to exceed $100million (the “Plan of Financing”);
● the Resolution of the Board of Directors authorizing the issuance and sale of Issue 2017-4 under the 2013 General Resolution, and delegating authority to the Bond Finance Committee to determine all final terms and conditions of the Issue 2017-4 bonds (the “Authorizing Resolution”);
● the form of Series Resolution for Issue 2017-4; and,
● the Resolution of the Board of Directors authorizing reimbursement of THDA from proceeds of Issue 2017-4 in an amount not to exceed $60 million (the “Reimbursement Resolution”).
Secretary Hargett moved that the Committee approve the Plan of Financing and recommend the Issue 20174 transaction, the Authorizing Resolution and the Reimbursement Resolution to the Board for approval. Comptroller Wilson seconded the motion. Secretary Hargett called for a roll call vote:
Chair Brown: Yes
Secretary Hargett: Yes
Treasurer Lillard: Yes
Ms. Wilson for Commissioner Martin: Yes
Comptroller Wilson: Yes
The motion passed unanimously.
Next on the agenda was the Underwriter Selection Process. Secretary Hargett recognized Ms.Miller who referenced a memo dated September 13, 2017, in the meeting materials. She noted that the last underwriter selection occurred in January 2015 with the intent to maintain the selected team for a three year period extending through 2017. She pointed out that the proposed timeline is for the selection process to begin with Committee approval of a request for qualifications (“RFQ”) at the November meeting and ending with a staff recommendation at the January 2018 meeting. Comptroller Wilson indicated he is interested in moving away from a strict rotation to determine the bookrunning senior manager and having more flexibility as to who leads each deal. The consensus of the Committee was that staff proceed with the underwriter selection process as described in the referenced memo with language indicating flexibility in selection of the senior bookrunning manager for each bond issue.
Secretary Hargett recessed the meeting until 10:30 A.M.
RECONVENED
Seeing a quorum present, Secretary Hargett reconvened the Bond Finance Committee at 10:30A.M. During the recess, the Committee heard the Fiscal Year 2019 Budget presentation (the “Proposed Budget”) made to the Audit & Budget Committee. The Audit and Budget Committee recommended approval of the Proposed Budget. Treasurer Lillard moved that the Bond Finance Committee recommend approval of the Proposed Budget to the Board with authorization for staff to make any necessary adjustments in conjunction with requests from the Department of Finance & Administration. Secretary Hargett seconded the motion and called for a roll call vote:
Chair Brown: Yes
Secretary Hargett: Yes
Treasurer Lillard: Yes
Ms. Wilson for Commissioner Martin: Abstain
Comptroller Wilson: Abstain
The motion passed.
There being no further business to be presented, Comptroller Wilson moved to adjourn the Bond Finance Committee meeting. Treasurer Lillard seconded the motion. Secretary Hargett called for a roll call vote:
Chair Brown: Yes
Secretary Hargett: Abstain
Treasurer Lillard: Yes
Ms. Wilson for Commissioner Martin: Yes
Comptroller Wilson: Yes
The motion passed.
Respectfully submitted,
/s/ Sandra Thompson
Assistant Secretary
Approved the 8th day of November, 2017.
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