BANNER HEALTH 2023 - BOS RESOLUTION.PDF
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3771818.1 045418 RSIND A RESOLUTION OF THE MARICOPA COUNTY BOARD OF SUPERVISORS APPROVING THE ISSUANCE BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA OF ITS REVENUE BONDS (BANNER HEALTH), SERIES 2023, IN ONE OR MORE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $450,000,000 AND APPROVING SUCH OTHER MATTERS AS SET FORTH HEREIN WHEREAS, The Industrial Development Authority of the County of Maricopa (the “Authority”) is a nonprofit corporation designated a political subdivision of the State of Arizona incorporated with the approval of the County of Maricopa, empowered under the Industrial Development Financing Act, A.R.S. § 35-701 et seq. (the “Act”), to issue revenue bonds for the purposes set forth in the Act, including the making of secured or unsecured loans for the purpose of financing or refinancing the acquisition, construction, improvement or equipping of a “project” (as defined in the Act). WHEREAS, the Authority proposes to issue its Revenue Bonds (Banner Health), Series 2023 (the “Series 2023 Bonds”), in one or more series or subseries, from time to time, in an aggregate principal amount not to exceed $450,000,000, for the benefit of Banner Health (the “Corporation”), an Arizona nonprofit corporation and an exempt organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). WHEREAS, on April 11, 2023, the Authority resolved (the “Authority’s Resolution”) to issue the Series 2023 Bonds in one or more series or subseries from time to time to provide for a plan of financing, refinancing and reimbursement for the Corporation, in an aggregate principal amount not to exceed $450,000,000, to be applied as follows: (1) to finance and/or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located at Banner Gateway Medical Center in Gilbert, Arizona, including, but not limited to, construction furnishing and equipping of a new 5-story patient tower to include additional inpatient beds and facilities, women’s health facilities, expansion of the labor and delivery facilities, postpartum facilities, neonatal intensive care facilities, and expansion of the diagnostic and treatment building to include an expansion of the emergency department, additional operating rooms and post-operative care facilities and additional imaging and diagnostic treatment facilities; (2) to finance and/or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located at Banner Desert Medical Center in Mesa, Arizona, including, but not limited to, construction, furnishing and equipping of a new 5-story addition to an existing patient tower to include additional inpatient beds and facilities, women’s health facilities, a new women and children’s lobby area, expansion of the labor and delivery facilities, renovations of existing patient care facilities, expansion of surface parking lot facilities and construction of pediatric play spaces; (3) to refinance a taxable loan used by the Corporation to refinance and redeem the Authority’s Revenue Bonds (Banner Health), Series 2017B (the “Prior Bonds”); and (4) to pay costs of issuance of the Series 2023 Bonds. The proceeds of the Prior Bonds were used by the Corporation as follows: (1) to finance the costs of construction, furnishing and equipping of a new 16 story patient care and clinical tower at the Corporation’s health care facilities located at Banner-University Medical Center Phoenix in Phoenix, Arizona (“Banner UMC Phoenix”), consisting of approximately 700,000 square feet and housing patient 3771818.1 045418 RSIND beds, a new emergency department and trauma center, operating rooms, diagnostic and laboratory facilities, and related campus improvements and miscellaneous capital expenditures on the Banner-University Medical Center Phoenix; and (2) to finance the costs of construction, furnishing and equipping of a new 9-story patient care and clinical tower at the Corporation’s health care facilities located at Banner-University Medical Center Tucson in Tucson, Arizona, consisting of approximately 700,000 square feet and housing patient beds, operating rooms, diagnostic and laboratory facilities and related campus improvements and miscellaneous capital expenditures at Banner-University Medical Center Tucson (“Banner UMC Tucson”) (the facilities to be financed and refinanced with the proceeds of the Series 2023 Bonds are hereinafter collectively referred to as the “Projects”). WHEREAS, the Authority’s Resolution was conditioned upon, among other things, the granting of approval to the issuance of the Series 2023 Bonds by the Maricopa County Board of Supervisors. WHEREAS, the Authority’s Resolution has been made available to the Maricopa County Board of Supervisors, and the Authority’s Resolution has been duly considered by this Board. WHEREAS, the Authority’s Resolution authorizes, among other things, the issuance and sale of the Series 2023 Bonds, the execution and delivery of one or more Bond Indentures, Loan Agreements, and Bond Purchase Agreements relating to the Series 2023 Bonds (as described in the Authority’s Resolution), and such other documents as required for the issuance of the Series 2023 Bonds. WHEREAS, the terms, maturities, provisions for redemption, security, and sources of payment for the Series 2023 Bonds are set forth in the Bond Indentures relating to the Series 2023 Bonds and in the forms of the Series 2023 Bonds. WHEREAS, information regarding the issuance of the Series 2023 Bonds has been made available to the Maricopa County Board of Supervisors, together with the Authority’s Resolution. WHEREAS, the Maricopa County Board of Supervisors have been informed that the documents have been reviewed by competent Bond Counsel, Hawkins Delafield & Wood LLP, and Bond Counsel has determined that the documents adequately meet the requirements of the Act and the Code. WHEREAS, pursuant to Section 35-721.B of the Act, the proceedings of the Authority under which the Series 2023 Bonds are to be issued require the approval of the Maricopa County Board of Supervisors of the issuance of the Series 2023 Bonds. WHEREAS, pursuant to Section 147(f) of the Code, the Maricopa County Board of Supervisors must approve the issuance of the Series 2023 Bonds, and the financing and refinancing of any projects, improvements or facilities with the proceeds thereof, after a public hearing following reasonable public notice. 3771818.1 045418 RSIND WHEREAS, following publication of a Notice of Public Hearing on the Authority’s website on March 27, 2023, a public hearing with respect to the Series 2023 Bonds and the location and nature of the Banner Health Projects described in such Notice of Public Hearing was held telephonically by the Authority, pursuant to Section 147(f) of the Code, on April 5, 2023, at 9:00 a.m., MST, via toll free dial-in number, a copy of the Notice of Public Hearing is attached hereto and made a part of this Resolution. WHEREAS, a Report of Public Hearing regarding the Public Hearing held on April 5, 2023 has been presented to and considered by the Maricopa County Board of Supervisors. WHEREAS, the Notice of Public Hearing indicates that the Banner Health Projects described therein which are to be financed and refinanced with the proceeds of the Series 2023 Bonds at Banner Gateway Medical Center, Banner Desert Medical Center and Banner UMC Phoenix are owned and operated by the Corporation, and the Banner Health Projects which are to be refinanced with the proceeds of the Series 2023 Bonds at Banner UMC Tucson are owned and operated by the Corporation through its wholly owned affiliates, Banner-University Medical Center Tucson Campus, LLC and Banner-University Medical Center South Campus, LLC, and are or will be located at the addresses set forth in the Notice of Public Hearing. WHEREAS, the Series 2023 Bonds are to be issued in one or more series or subseries, from time to time, commencing on the date of adoption and approval of this Resolution, and the Corporation intends to issue one or more series or subseries of the Series 2023 Bonds not later than one year from the date of adoption and approval of this Resolution. WHEREAS, it is intended that this Resolution shall constitute approval by the Maricopa County Board of Supervisors with respect to the issuance of the Series 2023 Bonds for the purposes set forth in the Resolution pursuant to Section 35-721.B of the Act. WHEREAS, it is further intended that this Resolution shall constitute approval by the Maricopa County Board of Supervisors as required by, and for the purposes of, Section 147(f) of the Code, as to the issuance of the Series 2023 Bonds to finance and refinance the Projects described in the Notice of Public Hearing. NOW, THEREFORE, BE IT RESOLVED BY THE MARICOPA COUNTY BOARD OF SUPERVISORS, as follows: 1. The issuance by the Authority of the Series 2023 Bonds for the purposes of financing and refinancing the Projects described in the Resolution, in an aggregate principal amount not to exceed $450,000,000, is approved for all purposes under the Act. 2. For purposes of Section 147(f) of the Code, the issuance of the Series 2023 Bonds to finance and refinance the Projects as described in the Notice of Public Hearing is hereby approved. 2. The appropriate officers of the Maricopa County Board of Supervisors are hereby authorized and directed to do all such things to execute and deliver all such documents on behalf of the Maricopa County Board of Supervisors as may be necessary or desirable to effectuate the 3771818.1 045418 RSIND intent of this Resolution and the Authority’s Resolution in connection with the issuance of the Series 2023 Bonds. ADOPTED AND APPROVED on April 26, 2023. ________________________________________ Chairman, Maricopa County Board of Supervisors ATTEST: _____________________________________ Clerk, Maricopa County Board of Supervisors 3771818.1 045418 RSIND ATTACHMENT: Notice of Public Hearing NOTICE OF PUBLIC HEARING PUBLIC NOTICE IS HEREBY GIVEN that a public hearing pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”) will be held telephonically by an authorized representative of The Industrial Development Authority of the County of Maricopa (the "Authority") on April 5, 2023, commencing at 9:00 a.m., MST, via the toll free dial-in number of 1-833-220-6615, (enter code 970133 and press #), with respect to the proposed issuance by the Authority of its Revenue Bonds (Banner Health), Series 2023 (the “Bonds”) in one or more series from time to time, in the maximum aggregate principal amount of $450,000,000 to assist Banner Health (the “Corporation”), an Arizona nonprofit corporation, to provide for a plan of financing, refinancing and reimbursement of the costs of the projects as hereinafter described and to pay costs of issuance of the Bonds. The Bonds will be issued as qualified 501(c)(3) bonds as defined in Section 145 of the Code for the purpose of financing and refinancing hospital and health care facilities and related purposes as described herein. Up to $250,000,000 aggregate principal amount of Bonds may be issued to finance and/ or reimburse the Corporation for costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner Gateway Medical Center campus (“Banner Gateway Medical Center”), located at 1900 North Higley Road, Gilbert, Arizona 85234, including, but not limited to, construction, furnishing and equipping of a new 5-story patient tower, including additional inpatient beds and facilities, women’s health facilities, expansion of the labor and delivery facilities, postpartum facilities, neonatal intensive care facilities, and expansion of the diagnostic and treatment building to include an expansion of the emergency department, additional operating rooms and post-operative care facilities, additional imaging and diagnostic treatment facilities and other related improvements. Up to $160,000,000 aggregate principal amount of Bonds may be issued to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner Desert Medical Center campus (“Banner Desert Medical Center”), located at 1400 South Dobson Road, Mesa, Arizona 85202, including, but not limited to, construction, furnishing and equipping of a new 5-story addition to an existing patient tower, including additional inpatient beds and facilities, women’s health facilities, a new women and children’s lobby area, expansion of the labor and delivery facilities, renovations of existing patient care facilities, expansion of surface parking lot facilities, construction of pediatric play spaces and other related improvements. Up to $95,000,000 aggregate principal amount of Bonds may be issued to refinance a taxable loan used by the Corporation to refinance and redeem the Arizona Health Facilities Authority Revenue Bonds (Banner Health), Series 2017B (the “Prior Bonds”), a portion of the proceeds of which Prior Bonds were applied by the Corporation to (a) finance costs of construction, furnishing and equipping of a 16-story patient care and clinical tower at the Corporation’s health care facilities located on the Banner-University Medical Center Phoenix campus (“Banner UMC Phoenix”), located at 1111 East McDowell Road, Phoenix, Arizona 85006, consisting of approximately 700,000 square feet and housing patient beds, a new emergency department and trauma center, operating rooms, diagnostic and laboratory facilities, 3771818.1 045418 RSIND and related campus improvements and miscellaneous capital expenditures at Banner UMC Phoenix; and (b) finance costs of constructing, furnishing and equipping of an approximately 700,000 square-foot, 9-story, 204-bed patient and clinical care tower located on the Banner- University Medical Center Tucson campus (“Banner UMC Tucson”), located at 1625 North Campbell Avenue, Tucson, Arizona 85719, and related campus improvements and miscellaneous capital expenditures at Banner UMC Tucson. The projects and facilities to be financed and refinanced with the proceeds of the Bonds at Banner Gateway Medical Center, Banner Desert Medical Center and Banner UMC Phoenix are owned and operated by the Corporation, and the projects and facilities to be refinanced with the proceeds of the Bonds at Banner UMC Tucson are owned and operated by the Corporation through its wholly owned affiliates, Banner-University Medical Center Tucson Campus, LLC and Banner-University Medical Center South Campus, LLC. The projects to be financed and refinanced with the proceeds of the Bonds are or will be located at the addresses set forth herein. The Bonds will be special limited obligations of the Authority, payable solely from payments to be made therefor by the Corporation, and will not constitute a general obligation or a pledge of the faith and credit or the taxing power of the Authority, the County of Maricopa, Arizona, the State of Arizona or any agency or political subdivision thereof. The Authority has no taxing power. The Bonds are to be issued from time to time, in one or more series or sub-series, commencing on the date of approval of the plan of financing, refinancing and reimbursement described herein. The Corporation intends to issue the Bonds not later than one year from the date of approval of the plan of financing, refinancing and reimbursement described herein. Any person may appear at such hearing and express his or her views, or may submit his or her views in writing, regarding the proposed Bonds and the location and nature of the projects described herein to be financed and refinanced with the proceeds of the Bonds. Any written submissions must be sent to The Industrial Development Authority of the County of Maricopa, 8687 E. Via de Ventura, Suite 306, Scottsdale, Arizona 85258, Attention: President and clearly marked “Banner Health Projects.” Written submissions should be mailed or delivered in sufficient time to be received before April 5, 2023. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA