Green Bonds - University of St. Thomas

DESIGNATION OF 2022A BONDS AS GREEN BONDS (in part from the Official Statement)

Kestrel Verifiers, a division of Kestrel 360, Inc. (“Kestrel Verifiers”), has designated the 2022A Bonds as “Green Bonds.” The information under the subcaptions “Green Bonds Designation” and “Independent Second Party Opinion on Green Bonds Designation and Disclaimer” below has been provided by Kestrel Verifiers. None of the Authority, the University, the Underwriter, McGrann Shea Carnival Straughn & Lamb, Chartered, or Dorsey & Whitney LLP has independently confirmed or verified the information below or assumed any obligation to ensure that the 2022A Bonds comply with any legal or other standards or principles that may be related to Green Bonds. The designation of the 2022A Bonds as Green Bonds does not entitle the Owner of any 2022A Bond to any benefit under the Internal Revenue Code, nor to any additional terms or security to those as described under the heading “SOURCE OF PAYMENT FOR THE BONDS.”

Green Bonds Designation

Per the International Capital Market Association (ICMA), Green Bonds are any type of bond instrument where the proceeds will be exclusively applied to finance or re-finance, in part or in full, new and/or existing eligible Green Projects and which are aligned with the four core components of the Green Bond Principles. The four core components are: 1. Use of Proceeds; 2. Process for Project Evaluation and Selection; 3. Management of Proceeds; and 4. Reporting.

Voluntary Disclosure

In connection with the delivery of the Second Party Opinion, the University expects to voluntarily provide a separate, annual post-issuance report on the allocation of the 2022A Bonds proceeds to eligible activities until all proceeds have been expended. This report will be posted on the Electronic Municipal Market Access System (“EMMA”) operated by the Municipal Securities Rulemaking Board (“MSRB”) and on the Authority’s website (https://mnhefa.org/)). This post-issuance report is in addition to and separate from the University’s continuing disclosure undertaking to be entered into in connection with the issuance of the Bonds. See “CONTINUING DISCLOSURE.” Additionally, upon receipt, if any, of the expected LEED certification of the Project financed by the 2022A Bonds, the University will disclose such receipt on EMMA and on the Authority’s website (https://mnhefa.org/)). There will be no further reporting in respect of LEED certification following disclosure of certification with respect to the Project. No failure by the University to comply with this post-issuance reporting requirement will constitute a default with respect to the Bonds or under its ongoing disclosure undertaking.

Independent Second Party Opinion on Green Bonds Designation and Disclaimer

For over 20 years, Kestrel Verifiers has been consulting in sustainable finance. Kestrel Verifiers, a division of Kestrel 360, Inc. is an Approved Verifier accredited by the Climate Bonds Initiative (CBI) and an Observer for the ICMA Green Bond Principles and Social Bond Principles. Kestrel Verifiers reviews transactions in all asset classes worldwide for alignment with ICMA Green Bond Principles, Social Bond Principles, Sustainability Bond Guidelines and the Climate Bonds Initiative Standards and criteria.
The Second Party Opinion issued by Kestrel Verifiers does not and is not intended to make any representation or give any assurance with respect to any other matter relating to the bonds. Designations by Kestrel Verifiers are not a recommendation to any person to purchase, hold, or sell the bonds and such labeling does not address the market price or suitability of these bonds for a particular investor and does not and is not in any way intended to address the likelihood of timely payment of interest or principal when due. In issuing the Second Party Opinion, Kestrel Verifiers has assumed and relied upon the accuracy and completeness of the information made publicly available by the Authority or that was otherwise made available to Kestrel Verifiers.

DESIGNATION OF 2024B BONDS AND 2024C BONDS AS GREEN BONDS (in part from the Official Statement)

The information under the subcaptions "Green Bonds Designation" and "Independent Second Party Opinion on Green Bonds Designation and Disclaimer" below has been provided by Kestrel. None of the Authority, the University, the Underwriter, Taft Stettinius & Hollister LLP, or Dorsey & Whitney LLP has independently confirmed or verified the information below or assumed any obligation to ensure that any of such Bonds comply with any legal or other standards or principles that may be related to Green Bonds. The designation of the 2024B Bonds and the 2024C Bonds as Green Bonds does not entitle the Owner of any of such Bonds to any benefit under the Internal Revenue Code, nor to any additional terms or security to those as described under the heading "SOURCE OF PAYMENT FOR THE BONDS."

Green Bonds Designation

Per the International Capital Market Association (*ICMA"), Green Bonds are any type of bond instrument where the proceeds will be exclusively applied to finance or re-finance, in part or in full, new and/or existing eligible Green Projects and which are aligned with the four core components of the Green Bond Principles.

The four core components are: (1) Use of Proceeds; (2) Process for Project Evaluation and Selection; (3) Management of Proceeds; and (4) Reporting.

Kestrel has determined that the 2024B Bonds and the 2024C Bonds are in conformance with the four core components of the ICMA Green Bond Principles, as described in Kestrel's "Second Party Opinion," which is attached hereto as Appendix VIII.

Independent Second Party Opinion on Green Bonds Designation and Disclaimer

For over 20 years, Kestrel has been consulting in sustainable finance. Kestrel is an Approved Verifier accredited by the Climate Bonds Initiative and an Observer for the ICMA Green Bond Principles and Social Bond Principles. Kestrel reviews transactions in all asset classes worldwide for alignment with ICMA Green Bond Principles, Social Bond Principles, Sustainability Bond Guidelines and the Climate Bonds Initiative Standards and Criteria.

The Second Party Opinion issued by Kestrel does not and is not intended to make any representation or give any assurance with respect to any other matter relating to the 2024B Bonds or the 2024C Bonds. Second Party Opinions provided by Kestrel are not a recommendation to any person to purchase, hold, or sell said bonds and designations do not address the market price or suitability of said bonds for a particular investor and do not and are not in any way intended to address the likelihood of timely payment of interest or principal when due.

In issuing the Second Party Opinion, Kestrel has assumed and relied upon the accuracy and completeness of the information made publicly available by the University or that was otherwise made available to Kestrel.

Please see below for the Kestrel Verifiers' Reports.