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REQUEST FOR PROPOSALS TO PROVIDE LOAN

by

The University of North Carolina at Wilmington

February 10, 2011

The University of North Carolina at Wilmington (“UNCW”) requests proposals to provide a loan to
UNCW. UNCW is undertaking two projects, aggregating approximately $13,250,000: (a)
renovations of UNCW Housing System residence halls, Schwartz Hall and University Suites and
(b) renovation of the Wagoner Hall Dining System facility. UNCW expects to borrow up to
$9,000,000 for these projects and use its own funds to make up the balance of the costs. The
loan will be paid from Available Funds of UNCW, defined to include:

any legally available funds of UNCW, or of the Board held for UNCW, in each Fiscal
Year remaining after satisfying obligations of UNCW or the Board under a trust
indenture, trust agreement or bond resolution providing for the issuance of debt of
the Board with respect to UNCW as of May 1, 2002, including Unrestricted Fund
Balances shown as such on the UNCW financial statements, but excluding (1)
appropriations by the General Assembly of the State from the State General Fund,
(2) tuition payments to UNCW, (3) funds whose purpose has been restricted by the
gift, grant or payee thereof, (4) revenues generated by Special Facilities and (5)
funds restricted by law.

The loan will be in the form of the purchase of a General Revenue Bond (the “Bond”)
issued under UNCW’s existing General Trust Indenture and a Series Indenture. The Bond will be a
parity obligation with existing General Revenue Bonds issued on behalf of UNCW. The Board of
Trustees of UNCW has approved the issuance of the Bond, and the Board of Governors of the
University of North Carolina (the “Board”) is expected to approve the financing at its February 11,
2011 meeting.

Currently UNCW has $110,805,000 of debt outstanding in bonds that will be parity obligations
with the Bond (the “Parity Obligations”). UNCW also has $131,777,000 of capital lease
obligations payable from other available sources and from Available Funds after the payment of
the Parity Obligations. Available Funds, calculated on the basis of the unaudited financial
statements for the fiscal year ended June 30, 2010, were $ 86,909,253. UNCW expects to actually
pay debt service on the Bond from the portion of its Available Funds constituting housing
revenues and dining revenues.

UNCW’s audited financial statements for the fiscal year ended June 30, 2009 are available at
http://www.ncauditor.net/EPSWeb/Reports/Financial/FIN-2009-6060.pdf. The University’s
unaudited FY 2010 statements are available at http://emma.msrb.org/EP485254-EP378127-
EP775164.pdf

UNCW RESERVES THE RIGHT TO REJECT ANY AND ALL PROPOSALS, TO NEGOTIATE WITH ANY FIRM
PROVIDING A PROPOSAL OR TO WAIVE IRREGULARITIES OR INFORMALITIES IN A PROPOSAL.

To be considered, three hard copies of the proposal and an email copy including a pdf signature
must be received by 12:00 p.m. on Tuesday, February 23, 2011 at:

Dr. Rick Whitfield Associate Vice Chancellor for Business Affairs – Finance UNC Wilmington
601 South College Road Wilmington NC 28403-5918 whitfieldr@uncw.edu and aycockl@uncw.edu
In addition, please email a copy of your proposal to each of the following:

Financial Advisor Ms. Janice Burke FirstSouthwest


Janice.Burke@firstsw.com

Bond Counsel Scott E. Leo; Donald P. Ubell Parker Poe Adams & Bernstein LLP
scottleo@parkerpoe.com; donubell@parkerpoe.com

The proposal should address the following points:

1. Assume total principal to be advanced is to be $9,000,000. The entire amount is to be


advanced when the Bond is issued. The advance will be deposited with the State Treasurer’s
Short-Term Investment Fund pending disbursement.

2. Interest is first to be payable on September 1, 2011. Principal is to be payable on March 1,


2012. Interest is to be computed on the basis of a 360-day year of 12 thirty-day months.

3. Interest rate bid is to be fixed throughout the term of the loan.

1. UNCW desires a term of 15 years with level principal and interest payments. Please provide
provisions related to UNCW’s right to redeem the Bond prior to its maturity.

2. UNCW will entertain a proposal (a) under which the Bond is placed with the originating
financial institution or another financial institution on behalf of the proposer or (b) under which
the loan is participated to those who certify that they are either (1) a bank as defined in
Section 3(a)(2) of the Securities Act of 1993 (the “1933 Act”), (2) an insurance company
within the meaning of Section 2(13) of the 1933 Act, (3) an investment company registered
under the Investment Company Act of 1940 (the “1940 Act”), (4) a registered investment
advisor purchasing the obligation for inclusion is the portfolio of an investment company
registered under the 1940 Act or (5) another “accredited investor” as defined in Regulation D
of the United States Securities and Exchange Commission.

5. THE BOND WILL NOT BE QUALIFIED UNDER SECTION 265 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

1. Parker Poe Adams & Bernstein LLP will draft all documents and provide a validity opinion and
an opinion as to the treatment of the interest on the loan under federal tax law at UNCW’s
expense. The proposer should identify all costs expected to be borne by UNCW in this
financing other than the fee of bond counsel or the fee of the financial advisor.

2. The proposer must agree to hold its interest rate schedule for 45 days and agree to loan up to
$9,000,000 at the quoted interest rate.

Closing of the loan is preferred to be March 9, 2011 or before.

Questions may be addressed to bond counsel, Scott Leo at (704) 335-9858 or Don
Ubell at
(704) 335-9024 or to the financial advisor, Janice Burke (704) 975-6555.

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