VILLA MONTESSORI 2023 - SUMMARY LETTER.PDF

John Fries 
T (602) 440-4819 
Email:jfries@clarkhill.com 
 
Clark Hill 
3200 North Central Avenue, Suite 1600 
Phoenix, AZ 85012 
T (602) 440-4800  
F (602) 257-9582 
 
clarkhill.com 
 
271371136.v1 
May 2, 2023 
 
 
To: 
Board of Supervisors  
 
 
Board of Directors 
 
Maricopa County, Arizona 
 
 
The Industrial Development Authority 
 
 
 
 
 
 
 
of the County of Maricopa 
 
Re: 
Not to Exceed $6,000,000 – The Industrial Development Authority of the 
County of Maricopa Education Revenue Bonds (Villa Montessori, Inc. 
Project), Series 2023A and Series 2023B 
Ladies and Gentlemen: 
At the Authority Board meeting on May 9, 2023, the Authority Board will be asked 
to grant final approval to the financing for the Villa Montessori, Inc. Project and to adopt a 
resolution authorizing the issuance and sale of the bonds as described above (the “2023 Bonds”).  
This letter provides a summary of the proposed financing.   
THE AUTHORITY 
The Authority is an Arizona nonprofit corporation, formed with the permission of 
Maricopa County and incorporated under and pursuant to the Arizona Industrial Development 
Financing Act, Title 35, Chapter 5, Arizona Revised Statutes, as amended (the “Act”), and the 
Authority is designated by law to be a political subdivision of the State of Arizona. 
THE APPLICANT/BORROWER 
The Applicant/Borrower, Villa Montessori, Inc. (“Borrower”), incorporated in 1965, is an 
Arizona nonprofit corporation and a tax-exempt organization described in Section 501(c)(3) of the 
Internal Revenue Code of 1986, as amended.  The Borrower operated as a private school for many 
years, until 1995, when it began operating as a public charter school under the Arizona Charter 
School Act, currently serving students from kindergarten through 8th grade.  In addition to its K-
8 program, the Borrower operates a Montessori pre-school and before and after school programs 
for all students, preschool through grade 6 on a tuition fee basis.  The preschool and before and 
after school programs are not support by charter school public funding.

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May 2, 2023 
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The Borrower has three campuses in Phoenix, Arizona, located at: (i) 2802 and 2828 East 
Meadowbrook Avenue, Phoenix, Arizona (the “Elementary Campus”); (ii) 2927 East Campbell 
Avenue, Phoenix, Arizona (the “Middle School Campus”); and (iii) 4535 North 28th Street, 
Phoenix, Arizona (the “Early Childhood Campus”).  The Borrower currently owns the Elementary 
Campus and Early Childhood Campus in fee and owns the improvements on the Middle School 
Campus and leases the land pursuant to a Ground Lease, dated November 10, 2015 (the “Ground 
Lease”) from Mountain View Christian Church of Phoenix Arizona (“Church”), an unrelated third-
party (the “Ground Lessor”).   
PRIOR BOND FINANCING 
 
The Borrower previously obtained $5,430,00 in bond financing from The Industrial 
Development Authority of the City of Phoenix, Arizona (the “Phoenix IDA”) in 2006 (“2006 
Bonds”).  In 2016, the Borrower obtained $8,625,000 in bond proceeds through the Phoenix IDA 
(2016 Bonds”) to, in part: (i) refund the 2006 Bonds; (ii) refinance a $1,000,000 loan from Alliance 
Bank of Arizona; and (iii) finance the cost of leasing, constructing, improving, and equipping the 
Middle School Campus.  Payments on the 2016 Bonds are current. 
THE PROJECT 
The Borrower will use the proceeds of the  2023 Bonds to (i) finance the costs of acquiring, 
constructing, renovating, improving and equipping, as applicable, property subject to the Ground 
Lease from the Ground Lessor plus the Excess Property, at fair market value and terminate the 
Ground Lease, (ii) fund a debt service reserve fund for the  2023 Bonds (the “Debt Service Reserve 
Fund”), (iii) pay capitalized interest on a portion of the  2023 Bonds, if any, and (iv) pay costs of 
issuance associated with the  2023 Bonds.   
Under the Ground Lease, the Borrower has the right of first refusal to purchase the Middle 
School Campus subject to the Ground Lease.  The Church has agreed to sell approximately 3.7 
acres to the Borrower, consisting of the Middle School Campus plus adjacent land owned by the 
Church for fair market value of $4,000,000.  The Borrower plans to demolish the existing church 
sanctuary and ancillary buildings in the center of the Middle School Campus and construct new 
parking lots for the school, The Borrower will use approximately 2.15 acres for its school 
operations and will market and sell approximately 1,55 acres of the purchased property (“Excess 
Property”) to a third party for fair market value after the bond closing. The net proceeds from the 
sale of the Excess Property will be used for the benefit of the school, for operations, establishing 
reserves or paying down bond debt.   
The Schools and the Project are located in Supervisorial District No. 3.  
NOTIFICATION TO ARIZONA ATTORNEY GENERAL 
As required by the provisions of Arizona Revised Statutes, Section 35-721.F, the 
Authority will notify the Arizona Attorney General of the Authority’s intention to issue the 2023 
Bonds.

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ALLOCATION FOR TAX EXEMPT FINANCING 
No allocation of the Arizona “volume cap” is required for the issuance of the 2023 
Bonds for the benefit of a 501(c)(3) organization. 
FINANCING PARTICIPANTS 
The major participants in the financing are as follows: 
Issuer:  
The Industrial Development Authority of the County of 
Maricopa 
Issuer Counsel: 
Clark Hill PLC  
Applicant/Borrower:  
Villa Montessori, Inc., an Arizona non-profit corporation 
Underwriter:  
RBC Capital Markets, LLC  
Underwriter’s/Disclosure Counsel 
Ballard Spahr 
Bond Counsel: 
Engelman Berger, P.C. 
Applicant/Borrower Counsel: 
Warren Charter Law, PLC 
Master Trustee and Trustee 
Computershare Trust Company, National Association 
 
 
PRINCIPAL FINANCING DOCUMENTS 
 
Document 
Parties 
Master Indenture of Trust  
Supplemental Master Indenture No. 1 
Bond Indenture 
2023 Bonds 
Bond Purchase Agreement 
Preliminary and Final Limited Offering Statement 
Intercreditor Agreement 
Borrower and Trustee 
Borrower and Trustee 
Issuer and Trustee 
Borrower 
Issuer and Underwriter 
Borrower  
Borrower, Master Trustee and 
Trustee

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Loan Agreement  
Issuer and Borrower 
Obligation No. 1 
Deed(s) of Trust  
Continuing Disclosure Undertaking 
Borrower 
Borrower 
Borrower  
Tax Certificate and Agreement 
Issuer and Borrower 
Various assignment of contract instruments 
Borrower 
 
PLAN OF FINANCING  
The 2023 Bonds will be issued in one or more tax exempt and taxable series in an 
aggregate principal amount of not to exceed $6.000.000.  The 2023 Bonds will be subject to a 
Bond Purchase Agreement between the Authority and the Underwriter.  It is anticipated that the 
2023 Bonds will receive an investment grade rating.  The Borrower currently enjoys a BBB- rating 
on the 2016 Bonds from Standard & Poor’s.   
The proceeds from the sale of the 2023 Bonds will be loaned by the Authority to 
the Borrower pursuant to the terms of the Loan Agreement.  The Borrower will be obligated to 
make loan repayments in amounts and at such times as required to pay principal and interest on 
the 2023 Bonds on their respective due dates under its Obligation No. 1.   Obligation No. 1 will be 
secured by a pledge of the Pledged Revenues, including state payments derived operation of the 
Schools, and a first-position lien and security interest on the Borrower’s real and personal property.  
The 2016 Bonds will remain outstanding, and the 2023 Bonds will be issued on a parri passu basis, 
with the 2016 Bonds and the 2023 Bonds sharing equal priority in payment and collateral.   
 
In connection with the issuance of the 2023 Bonds, Phoenix IDA will enter into a 
Supplemental Indenture on the 2016 Bonds to implement appropriate amendments to the 2016 
Bond Documents, including to reflect the termination of the Ground Lease and the Ground Lease 
Deed of Trust and approve the replacement security of a Deed of Trust on the Borrower’s fee 
interest in the newly purchased real property.  
Finally, the Tax Certificate and Agreement will be executed by the Authority and 
Borrower to evidence various agreements aimed at establishing and preserving the tax-exempt 
status of the 2023 Bonds.

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May 2, 2023 
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FINAL APPROVAL 
At the Authority Board meeting on May 9, 2023, the Authority Board will be asked 
by the Applicant/Borrower to grant final approval to the application for financing and to adopt a 
resolution authorizing the issuance and sale of the 2023 Bonds. 
BOARD OF SUPERVISORS APPROVAL 
Under the provisions of A.R.S. § 35-721.B., the proceedings under which the 2023 
Bonds of the Authority are to be issued require the approval of the Maricopa County Board of 
Supervisors for each issuance of bonds.  If the Authority Board acts to grant final approval for the 
financing and to adopt a resolution authorizing the issuance and sale of the 2023 Bonds, the 
Maricopa County Board of Supervisors will be requested, at its meeting on May 24, 2023 or 
thereafter, to act as required by law to adopt a resolution approving the proceedings of the 
Authority for the issuance of the 2023 Bonds. 
Under the provisions of the Act, specifically A.R.S. § 35-742, Maricopa County 
is not in any event liable for the payment of principal or interest on bonds issued by the 
Authority or for the performance by the Authority of any pledge, mortgage, obligation or 
agreement of any kind undertaken by the Authority and bonds of the Authority or any of its 
agreements or obligations shall not be construed to constitute an indebtedness of Maricopa 
County within the meaning of any constitution or statutory provision. 
TRANSACTION CLOSING 
If the required approvals of the Authority Board and the Maricopa County Board 
of Supervisors are received, it is currently anticipated that the 2023 Bonds will be issued in June, 
2023.  At the time the 2023 Bonds are issued, it is anticipated the designated Bond Counsel will 
deliver its written opinion to the effect the 2023 Bonds have been validly issued and that as to the 
portion of the 2023 Bonds designated as being tax-exempt, the interest on the 2023 Bonds is 
exempt from federal and Arizona income taxation and that as to the portion of the 2023 Bonds that 
are not designated as tax-exempt, the interest on such 2023 Bonds will be exempt from Arizona 
income taxation. 
LEGAL COUNSEL RECOMMENDATION 
 
As counsel to the Authority, we have reviewed drafts of the principal financing 
documents, we have been advised that these documents are now in substantially final form, and 
based upon our review of such and our review of the proceedings to date relating to the proposed 
issuance of the 2023 Bonds, we believe the financing documents and proceedings are in substantial 
conformance with the policies and guidelines of the Authority and are in both form and substance 
acceptable for the Authority Board and Maricopa County Board of Supervisors to act upon and 
that the Resolution presented to the Authority Board relating to authorizing the issuance and sale 
of the 2023 Bonds, and related matters, and the Resolution of the Maricopa County Board of 
Supervisors will be asked to adopt are in form and substance acceptable for the adoption.