BOOK-ENTRY ONLY (See MISCELLANEOUS Ratings herein)

Transcription

1 NEW ISSUE Moody s: Aa2 BOOK-ENTRY ONLY (See MISCELLANEOUS Ratings herein) In the opinion of Bond Counsel, subject to the limitations and conditions described herein, (i) interest on the Series 2007 Bonds is excludable from gross income for federal income tax purposes, and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations, and (ii) interest on the Series 2007 Bonds is exempt from present State of Georgia income taxation. See TAX EXEMPTION herein. $56,079,285 DEVELOPMENT AUTHORITY OF THE UNIFIED GOVERNMENT OF ATHENS-CLARKE COUNTY, GEORGIA EDUCATIONAL FACILITIES REVENUE BONDS (UGAREF CENTRAL PRECINCT, LLC PROJECT), SERIES 2007 Dated: Date of Issuance Due: June 15, as Shown on the Inside Cover The Development Authority of the Unified Government of Athens-Clarke County, Georgia (the Authority ) is offering $56,079,285 in aggregate principal amount of its Educational Facilities Revenue Bonds (UGAREF Central Precinct, LLC Project), Series 2007 (the Series 2007 Bonds ). The proceeds of the sale of the Series 2007 Bonds will be loaned to UGAREF Central Precinct, LLC, a Georgia limited liability company (the Borrower ), the sole member of which is UGA Real Estate Foundation, Inc., a Georgia nonprofit corporation (the Foundation ), pursuant to the terms and provisions of a Loan Agreement, dated as of December 1, 2007 (the Loan Agreement ), between the Authority and the Borrower. The Borrower s obligations under the Loan Agreement will be evidenced by a Series 2007 Promissory Note, dated as of December 1, 2007 (the Promissory Note ), from the Borrower in favor of the Authority. Proceeds of the Series 2007 Bonds will be used by the Borrower to (i) finance or refinance, in whole or in part, the costs of acquiring, constructing, and installing buildings, improvements, machinery, fixtures, furnishings, equipment, and other real and personal property constituting the student center expansion and parking facilities to be added to the facility known as the Tate Student Center (collectively, the Project ) located on the campus of the University of Georgia (the University ), a unit of the University System of Georgia; (ii) fund capitalized interest for the Series 2007 Bonds; and (iii) pay costs of issuance of the Series 2007 Bonds. See PLAN OF FINANCING herein. The real property upon which the Project will be located is owned by the Board of Regents of the University System of Georgia (the Board of Regents ) and will be leased by the Board of Regents to the Borrower pursuant to a Ground Lease. Pursuant to a Rental Agreement, the Borrower will rent the Project to the Board of Regents on an annually-renewable basis for use by the University. The Board of Regents will make fixed rental payments for the use and occupancy of the Project, in monthly amounts that the Borrower estimates will be sufficient to pay, among other things, debt service on the Series 2007 Bonds. See SECURITY FOR THE SERIES 2007 BONDS herein. The Series 2007 Bonds are being issued pursuant to a Trust Indenture and Security Agreement, dated as of December 1, 2007 (the Indenture ), between the Authority and The Bank of New York Trust Company, N.A., as trustee (the Trustee ). Series 2007 Bonds in the aggregate principal amount of $21,024,285 (the Compound and Current Interest Bonds ) will accrue interest at the rates set forth on the inside cover hereof computed on the basis of a 360-day year consisting of 30-day months, which shall compound on June 15, 2008, and semiannually thereafter on each December 15 and June 15 of each year until June 15, After June 15, 2013, the Compound and Current Interest Bonds shall bear interest at the rates per annum set forth on the inside cover hereof computed on the basis of a 360-day year consisting of twelve 30-day months payable on December 15, 2013, and semiannually thereafter on June 15 and December 15 of each year. Series 2007 Bonds in the aggregate principal amount of $35,055,000 (the Current Interest Bonds ) will accrue interest at the rates per annum set forth on the inside cover hereof computed on the basis of a 360-day year consisting of twelve 30-day months payable on June 15, 2008, and semiannually thereafter on December 15 and June 15 of each year. The Series 2007 Bonds are issuable in the form of fully registered bonds in the denomination of $5,000 or any integral multiple thereof in the case of Current Interest Bonds and $5,000 maturity amount (i.e., principal amount calculated on the maturity date) or any integral multiple thereof in the case of Compound and Current Interest Bonds. The Series 2007 Bonds, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ). Purchases will be made in book-entry only form and no physical delivery of the Series 2007 Bonds will be made to Beneficial Owners (as herein defined). Payment of principal of and premium, if any, and interest on the Series 2007 Bonds will be made by the Trustee to Cede & Co., as nominee of DTC, and will subsequently be disbursed to DTC Participants (as herein defined) and thereafter to Beneficial Owners (as herein defined). See THE SERIES 2007 BONDS herein. The Series 2007 Bonds are payable solely from the Trust Estate (as herein defined). The Trust Estate includes all of the Authority s right, title and interest in and to (i) the Loan Agreement (except for Unassigned Rights (as herein defined)), including loan repayments; (ii) the Promissory Note; (iii) a Deed to Secure Debt and Assignment of Rents and Leases, dated as of December 1, 2007 (the Deed ), from the Borrower in favor of the Authority; (iv) a Security Agreement, dated as of December 1, 2007, from the Borrower in favor of the Authority; (v) amounts held in certain funds created under the Indenture; (vi) moneys and securities and interest earnings thereon from time to time delivered to and held by the Trustee under the terms of the Indenture; and (vii) proceeds (cash and noncash) of any and all of the foregoing. See SECURITY FOR THE SERIES 2007 BONDS herein. The Series 2007 Bonds are subject to optional, mandatory sinking fund and extraordinary redemption prior to maturity under certain circumstances described herein and as set forth in the Indenture. See THE SERIES 2007 BONDS herein. THE SERIES 2007 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OR OBLIGATION OF THE BOARD OF REGENTS, THE UNIVERSITY, THE FOUNDATION, THE STATE OF GEORGIA (THE STATE ) OR ANY MUNICIPALITY OR POLITICAL SUBDIVISION THEREOF, INCLUDING THE UNIFIED GOVERNMENT OF ATHENS-CLARKE COUNTY, GEORGIA (THE UNIFIED GOVERNMENT ). THE SERIES 2007 BONDS ARE PAYABLE BY THE AUTHORITY SOLELY FROM THE TRUST ESTATE PLEDGED TO THE PAYMENT THEREOF UNDER THE INDENTURE. NO OWNER OF THE SERIES 2007 BONDS SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE TAXING POWER OF THE STATE OR ANY MUNICIPALITY OR POLITICAL SUBDIVISION THEREOF, INCLUDING THE UNIFIED GOVERNMENT, TO PAY THE SERIES 2007 BONDS OR THE INTEREST OR PREMIUM THEREON OR ANY OTHER COST RELATING THERETO OR TO ENFORCE PAYMENT THEREOF AGAINST ANY PROPERTY OF THE STATE OR ANY MUNICIPALITY OR POLITICAL SUBDIVISION THEREOF, INCLUDING THE UNIFIED GOVERNMENT. THE AUTHORITY HAS NO TAXING POWER. The Series 2007 Bonds are offered when, as, and if issued by the Authority and accepted by the Underwriters, subject to prior sale and to withdrawal or modification of the offer without notice and the approval of legality by Kilpatrick Stockton LLP, Atlanta, Georgia, Bond Counsel. Certain legal matters will be passed on for the Authority by its counsel, Fortson, Bentley and Griffin, P.A., Athens, Georgia, for the Borrower and the Foundation by their counsel, Blasingame, Burch, Garrard, Bryant & Ashley, P.C., Athens, Georgia and for the Underwriters by their counsel, Alston & Bird LLP, Atlanta, Georgia. Delivery of the Series 2007 Bonds to DTC in New York, New York, is expected on or about January 29, WACHOVIA SECURITIES Dated: December 20, 2007 Citi

2 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES AND PRICES OR YIELDS CURRENT INTEREST BONDS $10,510,000 Serial Bonds June 15 of the Year Principal Amount Interest Rate Yield June 15 of the Year Principal Amount Interest Rate Yield 2010 $385, % 3.130% 2018 $515, % 3.890% , , * , , , , , , , , , , , ,000, $5,225, % Term Bonds Due June 15, 2031, Yield 4.590%* $19,320, % Term Bonds Due June 15, 2038, Yield 4.73% COMPOUND AND CURRENT INTEREST BONDS $21,024,285 June 15 of the Year Current Interest Commencement Date Initial Amount Interest Rate Yield Per $5,000 Accreted Value at Current Interest Commencement Date Initial Amount Estimated Price 2014 June 15, 2013 $820, % 3.970% $3, $4, June 15, , , , June 15, , , , June 15, , , , June 15, , * 3, , June 15, ,004, * 3, , June 15, ,042, * 3, , June 15, ,084, * 3, , June 15, ,127, * 3, , June 15, ,173, * 3, , June 15, ,219, * 3, , Term Bond Due June 15 Current Interest Commencement Date Initial Amount Interest Rate Yield Initial Amount Price* 2031 June 15, 2013 $9,910, % 4.880%* $3, $3, *Yield to June 15, 2018 call date

3 No dealer, broker, salesman or other person has been authorized to give any information or to make any representations, other than those contained in this Official Statement in connection with the offering contained herein, and if given or made, such other information or representations must not be relied upon. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2007 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information contained in this Official Statement has been obtained from representatives of the University, the Borrower, public documents, records and other sources considered to be reliable. THE UNDERWRITERS HAVE PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFICIAL STATEMENT. THE UNDERWRITERS HAVE REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE WITH, AND AS A PART OF, THEIR RESPONSIBILITIES UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITERS DO NOT GUARANTY THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. The delivery of this Official Statement at any time does not imply that any information herein is correct as of any time subsequent to its date. Any statements in this Official Statement involving estimates, assumptions and matters of opinion, whether or not so expressly stated, are intended as such and not representations of fact. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2007 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ( SEC ) OR ANY STATE SECURITIES AGENCY. THE SERIES 2007 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES AGENCY, NOR HAS THE SEC OR ANY STATE SECURITIES AGENCY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. In making an investment decision, investors must rely on their own examination of the University and the Borrower and the terms of the offering, including the merits and risks involved. The Series 2007 Bonds have not been recommended by any federal or state securities commission or regulatory authority.

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5 TABLE OF CONTENTS INTRODUCTION...1 General...1 Purpose...1 The Authority...1 The Board of Regents...1 The Borrower...2 The University...2 Trustee...2 The Project...2 Security for the Series 2007 Bonds...2 Description of the Series 2007 Bonds...3 Tax Exemption...4 Professionals Involved in the Offering...4 Offering and Delivery of the Series 2007 Bonds...4 Continuing Disclosure...4 Bondholders Risks...4 Other Information...5 THE AUTHORITY...5 THE SERIES 2007 BONDS...6 Limited Obligations...6 General...6 Dates, Denominations and Payment Information...6 Accreted Values of Compound and Current Interest Bonds...7 Book-Entry Only System...7 Redemption Provisions...10 Issuance of Additional Bonds...12 SECURITY FOR THE SERIES 2007 BONDS...12 General...12 The Ground Lease...13 The Rental Agreement...13 Sources of Funds to Make Rental Payments...14 PLAN OF FINANCING...15 Estimated Sources and Uses...15 The Project...15 PROJECT DEVELOPMENT...15 Design Professional...15 Construction Manager...16 ANNUAL DEBT SERVICE REQUIREMENTS...17 THE BORROWER AND THE FOUNDATION...18 The Borrower...18 The Foundation...18 Board of Trustees...18 THE UNIVERSITY...19 General...19 Administration...19 Enrollment...20 i

6 Admissions...20 Average Composite SAT Scores...21 Tuition, Fees and Charges...21 State Financial Aid...21 Financial Information...22 Budgetary Process and Budget...24 BOARD OF REGENTS...25 General...25 Members...25 THE STATE...26 General...26 Analysis of General Fund Receipts...27 Summary of Appropriation Allotments...28 CERTAIN BONDHOLDERS RISKS...28 Limitations on Board of Regents Obligations Under Rental Agreement; Risk of Non-Renewal...28 Reimbursement Obligations of Borrower...29 Condemnation/Casualty Risk...29 No Operating History...29 Limited Assets of the Borrower...29 Enforceability of Remedies...30 Limited Obligations...30 Environmental Issues...30 Limited Protection Against Loss of Tax Exemption...31 Liquidation of Security May Not Be Sufficient in the Event of a Default...31 Normal Risks Attending Any Investment in Real Estate...31 Secondary Market and Prices...32 Early Redemption of Series 2007 Bonds...32 Loss of Market Premium from Early Redemption...32 Exemption from Property Taxes of the Project...32 LITIGATION...32 The Authority...32 The Borrower...32 Validation Proceedings...33 Closing Certificates...33 TAX EXEMPTION...33 Opinion of Bond Counsel...33 Collateral Federal Tax Consequences of Owning Series 2007 Bonds...34 MISCELLANEOUS...35 Underwriting...35 Ratings...35 Experts...36 CERTIFICATION...37 Appendix A Definitions and Summaries of Principal Documents Appendix B Financial Statements of the University for the Fiscal Year Ended June 30, 2006 Appendix C Form of Bond Counsel Opinion Appendix D Form of Disclosure Certificate Appendix E Form of Rental Agreement Appendix F Form of Ground Lease ii

7 OFFICIAL STATEMENT $56,079,285 DEVELOPMENT AUTHORITY OF THE UNIFIED GOVERNMENT OF ATHENS-CLARKE COUNTY, GEORGIA EDUCATIONAL FACILITIES REVENUE BONDS (UGAREF CENTRAL PRECINCT, LLC PROJECT), SERIES 2007 General INTRODUCTION This Official Statement, including the cover page and the Appendices hereto, is provided to furnish certain information in connection with the sale by the Development Authority of the Unified Government of Athens-Clarke County, Georgia, a public body corporate and politic and instrumentality of the State of Georgia (the Authority ), of $56,079,285 in aggregate principal amount of its Educational Facilities Revenue Bonds (UGAREF Central Precinct, LLC Project), Series 2007 (the Series 2007 Bonds ). Definitions of certain capitalized words used in this Official Statement are set forth in Appendix A Definitions and Summaries of Principal Documents hereto. This Introduction is not a summary of this Official Statement and is intended only for quick reference. It is only a brief description of and guide to, and is qualified in its entirety by reference to, more complete and detailed information contained in the entire Official Statement, including the cover page and the Appendices, and the documents summarized or described herein. Investors should fully review the entire Official Statement. The offering of the Series 2007 Bonds to potential investors is made only by means of the entire Official Statement, including the Appendices hereto. No person is authorized to detach this Introduction from the Official Statement or otherwise to use it without the entire Official Statement. Purpose The Series 2007 Bonds are being issued pursuant to a Trust Indenture and Security Agreement, dated as of December 1, 2007 (the Indenture ), between the Authority and The Bank of New York Trust Company, N.A., as trustee (the Trustee ). The proceeds of the sale of the Series 2007 Bonds will be loaned to UGAREF Central Precinct, LLC, a Georgia limited liability company (the Borrower ), the sole member of which is UGA Real Estate Foundation, Inc., a Georgia nonprofit corporation (the Foundation ), pursuant to the terms and provisions of a Loan Agreement, dated as of December 1, 2007 (the Loan Agreement ), between the Authority and the Borrower. The Borrower s obligations under the Loan Agreement will be evidenced by a Series 2007 Promissory Note, dated as of December 1, 2007 (the Promissory Note ), from the Borrower in favor of the Authority. Proceeds of the Series 2007 Bonds will be used by the Borrower to (i) finance or refinance, in whole or in part, the costs of acquiring, constructing, and installing buildings, improvements, machinery, fixtures, furnishings, equipment, and other real and personal property constituting the student center expansion ( Student Center Expansion Project ) and parking facilities (the Parking Project and together with the Student Center Expansion Project, the Project ) to be added to the facility known as the Tate Student Center located on the campus of the University of Georgia (the University ), a unit of the University System of Georgia (the University System ); (ii) fund capitalized interest for the Series 2007 Bonds; and (iii) pay costs of issuance of the Series 2007 Bonds. See PLAN OF FINANCING herein. The Authority The Authority is a public body corporate and politic created pursuant to Article IX, Section VI, Paragraph III of the Constitution of the State of Georgia of 1983 and the Development Authorities Law (O.C.G.A. Section , et seq.), as amended (the Act ). The Board of Regents The Board of Regents of the University System of Georgia (the Board of Regents ) is a constitutional body of the State of Georgia (the State ) that governs, controls and manages the University System and all of the

8 35 colleges and universities in the University System, including the University. The real property upon which the Project is located is owned by the Board of Regents and will be leased to the Borrower pursuant to a Ground Lease (the Ground Lease ), between the Board of Regents and the Borrower. See THE BOARD OF REGENTS and THE STATE herein. The Borrower The Borrower was formed for the purpose of constructing the Project and leasing the Project to the Board of Regents. Pursuant to a Rental Agreement (the Rental Agreement ), the Borrower will lease the Project to the Board of Regents on an annually-renewable basis for use by the University. See THE BORROWER AND THE FOUNDATION herein. The University The University is a coeducational, residential member of the University System with an enrollment of 33,831 students for Fall It is located in Athens-Clarke County, Georgia. See THE UNIVERSITY herein. Trustee The Bank of New York Trust Company, N.A., has been designated as Trustee for the Series 2007 Bonds. The designated corporate trust office of the Trustee is 100 Ashford Center North, Suite 520, Atlanta, Georgia The Project The Project consists of the acquisition, construction and equipping of certain land, buildings and personal property to be used as a student center expansion and parking facilities located on the campus of the University. See PLAN OF FINANCING The Project herein. Security for the Series 2007 Bonds The Series 2007 Bonds are payable solely from the Trust Estate. The Trust Estate includes all of the Authority s right, title and interest in and to (i) the Loan Agreement (except for Unassigned Rights), including loan repayments; (ii) the Promissory Note; (iii) a Deed to Secure Debt and Assignment of Rents and Leases, dated as of December 1, 2007 (the Deed ), from the Borrower in favor of the Authority; (iv) a Security Agreement, dated as of December 1, 2007 (the Security Agreement ), from the Borrower in favor of the Authority; (v) amounts held in certain funds created under the Indenture; (vi) moneys and securities and interest earnings thereon from time to time delivered to and held by the Trustee under the terms of the Indenture; and (vii) proceeds (cash and noncash) of any and all of the foregoing. See SECURITY FOR THE SERIES 2007 BONDS herein. The Board of Regents will lease the real property upon which the Project will be located to the Borrower for a construction term of up to three (3) years and for a primary term of twenty-nine (29) years commencing on the first day of the month following issuance of a certificate of occupancy for the Student Center Expansion Project, but no earlier than July 1, See Appendix F Form of Ground Lease hereto. Under the terms of the Rental Agreement, the Board of Regents will make fixed rental payments for the use and occupancy of the Project, in monthly amounts that the Borrower estimates will be sufficient to enable the Borrower to pay, among other things, debt service on the Series 2007 Bonds. The Board of Regents obligation to pay rent under the Rental Agreement for the Parking Project will commence on the later of (i) the first day following issuance of a certificate of occupancy for the Parking Project or (ii) July 1, The obligation to pay rent under the Rental Agreement for the Student Center Expansion Project will commence on the later of (i) the first day following issuance of a certificate of occupancy for the Student Center Expansion Project or (ii) January 1, The commencement date for the initial term of the Rental Agreement for the Parking Project will begin on the later of (i) the first day following the issuance of a certificate of occupancy for the Parking Project or (ii) July 1, 2008 and will expire on June 30, The commencement date for the initial term of the Rental Agreement for the Student Center Expansion Project will begin on the later of (i) the first day following the issuance of a certificate of occupancy for the Student Center Expansion Project or (ii) January 1, 2009 and will expire on June 30, The Rental Agreement is, however, renewable by the Board of Regents on a year-to-year basis for up to twenty-nine (29) 2

9 consecutive years but in no event later than the day preceding the 30 th (thirtieth) anniversary of the commencement date. If the Board of Regents elects not to renew the Rental Agreement, the Borrower may not be able to rent the Project to another tenant for an amount sufficient to enable the Borrower to make its payments due under the Loan Agreement. See SECURITY FOR THE SERIES 2007 BONDS herein and Appendix E Form of Rental Agreement hereto. THE BOARD OF REGENTS HAS NOT PARTICIPATED IN THE STRUCTURING, OFFERING OR ISSUANCE OF THE SERIES 2007 BONDS OR THE FINANCING OF THE PROJECT AND HAS NO MORAL OBLIGATION WITH RESPECT TO THE SERIES 2007 BONDS OR TO CONTINUE TO RENT THE PROJECT IN A MANNER SUPPORTIVE OF THE CREDITWORTHINESS OF THE SERIES 2007 BONDS. Description of the Series 2007 Bonds General. Series 2007 Bonds in the aggregate principal amount of $21,024,285 (the Compound and Current Interest Bonds ) will accrue interest at the rates set forth on the inside cover hereof computed on the basis of a 360-day year consisting of 30-day months, which shall compound on June 15, 2008, and semiannually thereafter on each December 15 and June 15 of each year until June 15, After June 15, 2013, the Compound and Current Interest Bonds will bear interest at the rates per annum set forth on the inside cover hereof computed on the basis of a 360-day year consisting of twelve 30-day months payable on December 15, 2013, and semiannually thereafter on June 15 and December 15 of each year. Series 2007 Bonds in the aggregate principal amount of $35,055,000 (the Current Interest Bonds ) will bear interest at the rates per annum set forth on the inside cover hereof computed on the basis of a 360-day year consisting of twelve 30-day months payable on June 15, 2008, and semiannually thereafter on December 15 and June 15 of each year. Redemption. The Series 2007 Bonds are subject to optional, mandatory sinking fund and extraordinary redemption prior to their stated maturity. See THE SERIES 2007 BONDS Redemption Provisions herein. Denominations. The Series 2007 Bonds are issuable in denominations of $5,000 or any integral multiple thereof in the case of Current Interest Bonds and $5,000 maturity amount (i.e., principal amount calculated on the maturity date) or any integral multiple thereof in the case of Compound and Current Interest Bonds. See THE SERIES 2007 BONDS Date, Denominations and Payment Information herein. Registration, Transfers and Exchanges. The Series 2007 Bonds will be issued in fully registered form. When in book-entry form, ownership of Series 2007 Bonds held by The Depository Trust Company ( DTC ) or its nominee, Cede & Co., on behalf of the beneficial owners thereof (the Beneficial Owners ), may be transferred upon delivery to DTC (or its nominee, Cede & Co.) of an assignment duly executed by the Beneficial Owner or his duly authorized attorney or legal representative. When not in book-entry form, ownership of Series 2007 Bonds may be transferred upon surrender of such Series 2007 Bond to the Trustee, together with an assignment duly executed by the registered owner or his attorney or legal representative. When not in book-entry form, the Series 2007 Bonds are exchangeable for a like aggregate principal amount of Series 2007 Bonds of the same maturity in Authorized Denominations (as defined in DEFINITIONS in Appendix A hereto). See THE SERIES 2007 BONDS Date, Denominations and Payment Information herein. Payments. Payment of the principal of and interest on Series 2007 Bonds will be made by the Trustee directly to Cede & Co., as nominee of DTC, and will subsequently be disbursed to DTC Participants (as herein defined) and thereafter to Beneficial Owners of the Series 2007 Bonds. When not in book-entry form, interest on the Series 2007 Bonds is payable by check or draft mailed by first class mail on the date due to the owners thereof as shown on the books and records of the Trustee on the 1st day of the calendar month during which each Interest Payment Date falls (the Record Date ). When not in book-entry form, interest on the Series 2007 Bonds is payable to any registered owner of more than $1,000,000 in aggregate principal amount of the Series 2007 Bonds by wire transfer to such registered owner if written notice is given to the Paying Agent prior to the Record Date. When not in book-entry form, principal of and premium, if any, on the Series 2007 Bonds are payable upon surrender thereof at the corporate trust office of the Trustee. See THE SERIES 2007 BONDS Book-Entry Only System herein. For a more complete description of the Series 2007 Bonds, see THE SERIES 2007 BONDS herein. 3

10 Tax Exemption In the opinion of Bond Counsel, under existing law, interest on the Series 2007 Bonds (1) is excluded from gross income for federal income tax purposes and (2) is not a specific item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. See Appendix C for the form of opinion Bond Counsel proposes to deliver in connection with the issuance of the Series 2007 Bonds. For a more complete discussion of such opinion and certain tax consequences of owning the Series 2007 Bonds, including certain exceptions and qualifications to the exclusion of the interest on the Series 2007 Bonds from gross income, see TAX EXEMPTION herein. In the opinion of Bond Counsel, interest on the Series 2007 Bonds is exempt from present State of Georgia income taxation under existing statutes as described herein. See TAX EXEMPTION herein. Professionals Involved in the Offering Certain legal matters pertaining to the issuance of the Series 2007 Bonds are subject to the approving opinion of Kilpatrick Stockton LLP, Atlanta, Georgia, Bond Counsel. Certain legal matters will be passed on for the Authority by its counsel, Fortson, Bentley and Griffin, P.A., Atlanta, Georgia, for the Borrower and the Foundation by their counsel, Blasingame, Burch, Garrard, Bryant & Ashley, P.C., Atlanta, Georgia and for the Underwriters by their counsel, Alston & Bird LLP, Atlanta, Georgia. The financial statements of the University for the fiscal year ended June 30, 2006 attached hereto as Appendix B have been audited by the State of Georgia Department of Audits and Accounts to the extent and for the period indicated in its report therein. See MISCELLANEOUS Experts herein. Offering and Delivery of the Series 2007 Bonds The Series 2007 Bonds are offered when, as and if issued by the Authority and accepted by the Underwriters, subject to prior sale and to withdrawal or modification of the offer without notice. The Series 2007 Bonds in definitive form are expected to be delivered through The Depository Trust Company in New York, New York, on or about January 29, Continuing Disclosure The Borrower has covenanted in a Continuing Disclosure Certificate (the Disclosure Certificate ) for the benefit of Bondholders to provide certain financial information and operating data (the Operating and Financial Data ), and to provide notices of the occurrence of certain enumerated events, if deemed by the Borrower to be material (the Material Events Notices ). The Operating and Financial Data will be filed annually by the Borrower with each Nationally Recognized Municipal Securities Information Repository ( NRMSIR ) and the state information repository, if any (the SID ). The Material Events Notices will be filed by the Borrower with each NRMSIR or the Municipal Securities Rulemaking Board and the SID, if any. A form of the Disclosure Certificate is attached hereto as Appendix D. The covenants have been made in order to assist the Underwriters in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the Rule ). The Borrower has never been obligated to comply with any undertaking with respect to the Rule. As of the date of this Official Statement, there is no SID in the State. Rule. The Authority has not agreed to assume any liability to Bondholders or any other person with respect to the Bondholders Risks There are certain considerations and risks relating to an investment in the Series 2007 Bonds, which are set forth in this Official Statement under the caption CERTAIN BONDHOLDERS RISKS and which should be carefully reviewed by prospective purchasers of the Series 2007 Bonds. See CERTAIN BONDHOLDERS RISKS herein. 4

11 Other Information This Official Statement speaks only as of its date, and the information contained herein is subject to change without notice. This Official Statement and the Appendices hereto contain brief descriptions of, among other matters, the Authority, the Borrower, the Board of Regents, the Series 2007 Bonds, the Project, the Indenture, the Loan Agreement, the Deed, the Rental Agreement, the Ground Lease, the Security Agreement, the Construction Contracts, the Disclosure Certificate and the security and sources of payment for the Series 2007 Bonds. Such descriptions and information do not purport to be comprehensive or definitive. The summaries of various constitutional provisions and statutes, such contracts, and other documents are intended as summaries only and are qualified in their entirety by reference to such laws and documents, and references herein to the Series 2007 Bonds are qualified in their entirety to the form thereof included in the Indenture. Copies of such contracts and other documents and information are available, upon request and upon payment to the Trustee of a charge for copying, mailing and handling, from the Trustee at 100 Ashford Center North, Suite 520, Atlanta, GA 30338, Attention: Corporate Trust Department, telephone: (770) During the period of offering of the Series 2007 Bonds copies of such documents are available, upon request and upon payment to Wachovia Securities of a charge for copying, mailing and handling, from One Wachovia Center NC0612, 301 South College Street, 9 th Floor, Charlotte, North Carolina , telephone: (704) THE AUTHORITY The Authority has been created to develop and promote for the public good and general welfare, trade, commerce, industry and employment opportunities and to promote the general welfare of the State of Georgia. The Act empowers the Authority to issue its revenue bonds, in accordance with the applicable provisions of the Revenue Bond Law of the State of Georgia (O.C.G.A. Sections , et seq.), as amended, for the purpose of acquiring, constructing and installing any project (as defined in the Act) in furtherance of the public purpose for which it was created. The Act defines a project to include the acquisition, construction and installation of land, buildings, structures, facilities or other improvements for the essential public purpose of the development of trade, commerce, industry and employment opportunities. The Authority is composed of seven directors appointed by resolution of The Commission of the Unified Government of Athens-Clarke County, Georgia. Each director is appointed for a four-year term and must be a taxpayer who resides in the territorial limits of the Unified Government of Athens-Clarke County, Georgia (the Unified Government ). All directors serve without compensation, but are reimbursed for expenses incurred in the performance of their duties. The current directors of the Authority, their principal occupations, and the expiration date of their respective terms of office are as follows: Name Occupation Expiration of Term Tal Du Vall, Chairman Retired June 30, 2011 Jeanné Westbrook, Vice Chairman Retired June 30, 2009 James Riley Garland, Research Assistant June 30, 2009 Assistant Secretary/Treasurer Elton Dodson Attorney June 30, 2011 Ivery Clifton Retired June 30, 2011 Maxine Burton Business Executive June 30, 2009 Quittis P. Smith-Luna Business Executive June 30, 2009 David K. Linder* Attorney Not applicable * Serves as Secretary/Treasurer, but is not a Director. 5

12 Limited Obligations THE SERIES 2007 BONDS THE SERIES 2007 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OR OBLIGATION OF THE BOARD OF REGENTS, THE UNIVERSITY, THE FOUNDATION, THE STATE OR ANY MUNICIPALITY OR POLITICAL SUBDIVISION THEREOF, INCLUDING THE UNIFIED GOVERNMENT. THE SERIES 2007 BONDS ARE PAYABLE BY THE AUTHORITY SOLELY FROM THE TRUST ESTATE PLEDGED TO THE PAYMENT THEREOF UNDER THE INDENTURE. NO OWNER OF THE SERIES 2007 BONDS SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE TAXING POWER OF THE STATE OR ANY MUNICIPALITY OR POLITICAL SUBDIVISION THEREOF, INCLUDING THE UNIFIED GOVERNMENT, TO PAY THE SERIES 2007 BONDS OR THE INTEREST OR PREMIUM THEREON OR ANY OTHER COST RELATING THERETO OR TO ENFORCE PAYMENT THEREOF AGAINST ANY PROPERTY OF THE STATE OR ANY MUNICIPALITY OR POLITICAL SUBDIVISION THEREOF, INCLUDING THE UNIFIED GOVERNMENT. THE AUTHORITY HAS NO TAXING POWER. General The Series 2007 Bonds will be issued in the aggregate principal amount set forth on the cover hereof. The Series 2007 Bonds will be issued in book-entry form and registered in the name of Cede & Co., as nominee of DTC. The principal of and interest and redemption premium (if any) on the Series 2007 Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts. Dates, Denominations and Payment Information The Series 2007 Bonds will be dated their date of initial issuance and delivery and will mature on June 15 of the years set forth on the inside cover hereof, subject to optional, mandatory sinking fund and extraordinary redemption, as more fully described herein. The Series 2007 Bonds shall be issuable in fully registered form in the denomination of $5,000 or any integral multiple thereof in the case of Current Interest Bonds and $5,000 maturity amount (i.e., principal amount calculated on the maturity date) or any integral multiple thereof in the case of Compound and Current Interest Bonds. The Current Interest Bonds will bear interest at the rates per annum set forth on the inside cover hereof computed on the basis of a 360-day year consisting of twelve 30-day months payable on June 15, 2008, and semiannually thereafter on December 15 and June 15 of each year. The Compound and Current Interest Bonds will accrue interest at the rates set forth on the inside cover hereof computed on the basis of a 360- day year consisting of 30-day months, which will compound on June 15, 2008, and semiannually thereafter on each December 15 and June 15 of each year until June 15, After June 15, 2013, the Compound and Current Interest Bonds will bear interest at the rates per annum set forth on the inside cover hereof computed on the basis of a 360- day year consisting of twelve 30-day months payable on December 15, 2013, and semiannually thereafter on June 15 and December 15 of each year. The Accreted Value for the Compound and Current Interest Bonds as of each compounding date are set forth below under the caption Accreted Value for Compound and Current Interest Bonds and represent a return of the original principal amount and the payment of an investment return accrued over the life of the bond at a semi-annual compounding rate that is necessary to produce the approximate yield to maturity shown on the inside cover page of this Official Statement from the delivery date of the Series 2007 Bonds. Payment of principal and interest on the Series 2007 Bonds will be made as described below under Book-Entry Only System. However, in the event the book-entry system shall be discontinued, the following provisions shall pertain. Interest on each Series 2007 Bond shall be payable on each Interest Payment Date by check or draft mailed by first class mail on the date on which due to the person in whose name such Bond is registered on the registration books maintained by the Trustee at the close of business on the Record Date, except that any interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner of such Series 2007 Bond as of the Record Date, and shall be payable to the person who is the registered owner of such Series 2007 Bond at the close of business on a special record date for the payment of such defaulted interest. Such special record date shall be fixed by the Trustee whenever moneys become available for the payment of such defaulted interest, and notice of the special record date shall be given by first class mail by the Trustee or by or on behalf of the Authority to the registered owner thereof not less than 10 days prior thereto. Such interest shall be mailed to the registered owner at his or her address as shown on the bond register maintained by the Trustee on the Record Date. In the event that any owner of Series 2007 Bonds in an aggregate principal amount of at least 6

13 $1,000,000 shall provide the Trustee on or prior to any Record Date with written wire transfer instructions, the interest on subsequent Interest Payment Dates shall be paid in accordance with such instructions, or to such securities depository, as the case may be, until the Trustee receives written notice to the contrary. The principal of and redemption premium (if any) on the Series 2007 Bonds are payable only upon presentation and surrender thereof at the designated office of the Trustee. Accreted Values of Compound and Current Interest Bonds The Accreted Value per $5,000 maturity amount of each Compound and Current Interest Bond on the date of original issuance and on each December 15 and June 15 are set forth below: Date Accreted Value* June 15, 2008 $3, December 15, , June 15, , December 15, , June 15, , December 15, , June 15, , December 15, , June 15, , December 15, , June 15, , * Does not represent the compound accreted value for tax purposes. Book-Entry Only System DTC will act as securities depository for the Series 2007 Bonds. The Series 2007 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2007 Bond certificate will be issued for each maturity of the Series 2007 Bonds and will be deposited with DTC. DTC, the world s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for over 2.2 million issues of U.S. and non-u.s. equity, corporate and municipal debt issues and money market instruments from over 100 countries that DTC s participants ( Direct Participants ) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( DTCC ). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation and Emerging Markets Clearing Corporation (NSCC, FICC and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange, LLC and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( Indirect Participants ). DTC has Standard & Poor s highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at and Purchases of the Series 2007 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2007 Bonds on DTC s records. The ownership interest of actual purchasers of the Series 2007 Bonds ( Beneficial Owners ) is in turn to be recorded on the Direct and Indirect 7

14 Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2007 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of the Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2007 Bonds, except in the event that use of the book-entry system for the Series 2007 Bonds is discontinued. To facilitate subsequent transfers, all Series 2007 Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2007 Bonds with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2007 Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts the Series 2007 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Series 2007 Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Series 2007 Bonds, such as redemptions, tenders, defaults and proposed amendments to the security documents. Redemption notices will be sent to DTC. If less than all the Series 2007 Bonds within an issue are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Series 2007 Bonds unless authorized by a Direct Participant in accordance with DTC s procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts the Series 2007 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments with respect to the Series 2007 Bonds will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. DTC s practice is to credit Direct Participants accounts upon DTC s receipt of funds and corresponding detail information from the Authority or the Trustee on each payable date in accordance with their respective holdings shown on DTC s records. Payments by Direct and Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Direct and Indirect Participants and not of DTC (nor its nominee), the Authority or the Trustee, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of the Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Series 2007 Bonds at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, or in the event the Authority desires to use a similar book-entry system with another securities depository, there may be a successor securities depository. The Authority may also decide to discontinue participation in the system of book-entry transfer through DTC (or a successor securities depository) at any time by giving reasonable notice to DTC (or a successor securities depository). If the book-entry system is discontinued and there is no successor securities depository, Series 2007 Bonds will be printed and delivered to the Beneficial Owners. 8

15 For so long as Series 2007 Bonds are issued in book-entry form through the facilities of DTC, any Beneficial Owner desiring to cause the Authority or the Trustee to comply with any of its obligations with respect to Series 2007 Bonds must make arrangements with the Direct Participant or Indirect Participant through whom such Beneficial Owner s ownership interest in Series 2007 Bonds is recorded in order for the Direct Participant in whose DTC account such ownership interest is recorded to make the instructions to DTC described above. NEITHER THE AUTHORITY NOR THE TRUSTEE NOR THE UNDERWRITER (OTHER THAN IN ITS CAPACITY, IF ANY, AS A DIRECT PARTICIPANT OR AN INDIRECT PARTICIPANT) WILL HAVE ANY OBLIGATION TO THE DIRECT PARTICIPANTS OR THE INDIRECT PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEES WITH RESPECT TO DTC S PROCEDURES OR ANY PROCEDURES OR ARRANGEMENTS BETWEEN DIRECT PARTICIPANTS, INDIRECT PARTICIPANTS AND THE PERSONS FOR WHOM THEY ACT RELATING TO THE MAKING OF ANY DEMAND BY CEDE & CO. AS THE REGISTERED OWNER OF SERIES 2007 BONDS, THE ADHERENCE TO SUCH PROCEDURES OR ARRANGEMENTS OR THE EFFECTIVENESS OF ANY ACTION TAKEN PURSUANT TO SUCH PROCEDURES OR ARRANGEMENTS. THE ABOVE INFORMATION CONCERNING DTC AND DTC S BOOK-ENTRY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE AUTHORITY BELIEVES TO BE RELIABLE, BUT THE AUTHORITY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF. NEITHER THE AUTHORITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO PARTICIPANTS, BENEFICIAL OWNERS OR OTHER NOMINEES OF SUCH BENEFICIAL OWNERS FOR (1) SENDING TRANSACTION STATEMENTS; (2) MAINTAINING, SUPERVISING OR REVIEWING, OR THE ACCURACY OF, ANY RECORDS MAINTAINED BY DTC OR ANY PARTICIPANT OR OTHER NOMINEES OF SUCH BENEFICIAL OWNERS; (3) PAYMENT OR THE TIMELINESS OF PAYMENT BY DTC TO ANY PARTICIPANT, OR BY ANY PARTICIPANT OR OTHER NOMINEES OF BENEFICIAL OWNERS TO ANY BENEFICIAL OWNER, OF ANY AMOUNT DUE IN RESPECT OF THE PRINCIPAL OF OR REDEMPTION PREMIUM, IF ANY, OR INTEREST ON SERIES 2007 BONDS; (4) DELIVERY OR TIMELY DELIVERY BY DTC TO ANY PARTICIPANT, OR BY ANY PARTICIPANT OR OTHER NOMINEES OF BENEFICIAL OWNERS TO ANY BENEFICIAL OWNERS, OF ANY NOTICE (INCLUDING NOTICE OF REDEMPTION) OR OTHER COMMUNICATION WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO HOLDERS OR OWNERS OF SERIES 2007 BONDS; (5) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF SERIES 2007 BONDS; OR (6) ANY ACTION TAKEN BY DTC OR ITS NOMINEE AS THE REGISTERED OWNER OF SERIES 2007 BONDS. So long as Cede & Co. is the registered owner of Series 2007 Bonds, as nominee for DTC, references in this Official Statement to the Bondholders, holders or registered owners of Series 2007 Bonds (other than under the caption TAX EXEMPTION herein) shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners of Series 2007 Bonds. When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference shall only relate to those permitted to act (by statute, regulation or otherwise) on behalf of such Beneficial Owners for such purposes. When notices are given, they shall be sent by the Authority or the Trustee to DTC only. As long as the book-entry system is used for Series 2007 Bonds, the Trustee and the Authority will give any notices required to be given to Owners of Series 2007 Bonds only to DTC. Any failure of DTC to advise any Direct Participant, or of any Direct Participant to notify any Indirect Participant, or of any Direct Participant or Indirect Participant to notify any Beneficial Owner, of any such notice and its content or effect will not affect the validity of the action premised on such notice. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial owners may desire to make arrangements with a Direct Participant or Indirect Participant so that all notices of redemption or other communications to DTC which affect such Beneficial Owners will be forwarded in writing by such Direct Participant or Indirect Participant. 9