HONORHEALTH 2021 BS RESOLUTION.PDF

A RESOLUTION OF THE MARICOPA COUNTY BOARD
OF SUPERVISORS APPROVING THE FINANCING BY
THE INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE COUNTY OF MARICOPA RELATING TO THE
ISSUANCE AND SALE OF HOSPITAL REVENUE BONDS
(HONORHEALTH PROJECT) SERIES 2021, IN ONE OR
MORE TAX-EXEMPT AND/OR TAXABLE SERIES, IN A
PUBLIC OFFERING AND/OR DIRECT PLACEMENT, IN
AN AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $350,000,000 AND RELATED MATTERS
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
(the “State”) 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 acquire, whether
by purchase, exchange, gift, lease or otherwise establish, construct, improve, maintain, equip and
furnish one or more “projects” (as defined in the Act); and
WHEREAS, HonorHealth (f/k/a Scottsdale Healthcare Hospitals) (the “Borrower”), an
Arizona nonprofit corporation and an organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended (the “Code”), desires to finance or refinance a project
consisting generally of: (a) refinancing certain obligations of Borrower previously incurred to
finance the acquisition and/or operation of health care facilities owned and/or operated by
Borrower; (b) financing and/or reimbursing the Borrower for costs related to certain capital
projects of the Borrower; (c) funding any necessary reserve funds; and (d) paying the costs of
issuance of the Bonds (collectively, the “Project”); and
WHEREAS, the Authority proposes to provide financing (the “Financing”) to Borrower
through the issuance of its Hospital Revenue Bonds (HonorHealth Project), Series 2021 (the
“Bonds”), in one or more tax-exempt and/or taxable series, in a public offering and/or direct
placement, in an aggregate amount not to exceed $350,000,000 pursuant to one or more bond
indentures, each to be dated as of the first day of the month in which the Bonds are issued
(collectively, the “Bond Indenture”), each between the Issuer and the trustee named therein (the
“Bond Trustee”); and
WHEREAS, the proceeds of the Bonds will be used to make one or more loans
(collectively, the “Loan”) to the Borrower pursuant to one or more loan agreements, each to be
dated as of the first day of the month in which the Bonds are issued (collectively, the “Loan
Agreement”), each between the Issuer and the Borrower, to pay all or a portion of the costs of the
Project; and
WHEREAS, on January 25, 2021, the Authority resolved (the “Authority’s Resolution”)
to undertake the Financing, the Authority’s Resolution being conditioned upon, among other
things, the granting of approval of the Financing by the Maricopa County Board of Supervisors;
and
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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 this date;
and
WHEREAS, the Authority’s Resolution authorizes, among other things, the Financing,
the execution and delivery of the Bonds, the Bond Indenture, the Loan Agreement, and related
financing documents as well as such other documents as required to consummate the Financing
(collectively, the “Financing Documents”); and
WHEREAS, the terms, maturities, provisions for repayment, security, and sources of
payment for the Bonds are set forth in the Indenture and Loan Agreement; and
WHEREAS, copies of the Financing Documents have been made available to the
Maricopa County Board of Supervisors, together with the Authority’s Resolution; and
WHEREAS, the Maricopa County Board of Supervisors have been informed that the
documents have been reviewed by competent Bond Counsel, Ballard Spahr LLP, and Bond
Counsel has determined that the documents adequately meet the requirements of the Act and the
Code; and
WHEREAS, pursuant to Section 35-721.B of the Act, the proceedings of the Authority
under which the issuance of the Bonds and the Financing Documents are to be authorized,
executed and delivered require the approval of the Maricopa County Board of Supervisors for the
authorization, execution and delivery of the Financing Documents; and
WHEREAS, pursuant to Section 147(f) of the Code, the Maricopa County Board of
Supervisors must approve the Financing and the authorization, execution and delivery of the
Financing Documents after a public hearing following reasonable public notice; and
WHEREAS, following publication of a Notice of Public Hearing on the Authority’s
website on January 7, 2021, a public hearing with respect to the Financing and the location and
nature of the Project to be financed was held by the Authority, pursuant to Section 147(f) of the
Code, on January 20, 2021, telephonically via the toll free dial-in number of 1-800-322-6099,
entering code 9596846 and pressing #, a copy of the Notice of Public Hearing is attached hereto
and made a part of this Resolution; and
WHEREAS, a Report of Public Hearing regarding the Public Hearing held on January
20, 2021 has been presented to and considered by the Maricopa County Board of Supervisors;
and
WHEREAS, it is intended that this Resolution shall constitute approval by the Maricopa
County Board of Supervisors with respect to the approval of the Financing and authorization,
execution and delivery of the Financing Documents pursuant to (a) Section 35-721.B of the Act,
and (b) Section 147(f) of the Code;
NOW, THEREFORE, BE IT RESOLVED BY THE MARICOPA COUNTY
BOARD OF SUPERVISORS, as follows:
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1. The issuance of the Bonds by the Authority in an aggregate principal amount not
to exceed $350,000,000 and authorization, execution and delivery of the Financing Documents is
approved for all purposes under the Act, including specifically Section 35-721.B, and Section
147(f) of the Code.
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
intent of this Resolution and the Authority’s Resolution in connection with the Financing and the
authorization, execution and delivery of the Financing Documents.
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ADOPTED AND APPROVED on January 27, 2021.
Chairman, Maricopa County Board of Supervisors
ATTEST:
Clerk, Maricopa County Board of Supervisors
ATTACHMENT: Notice of Public Hearing
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NOTICE OF PUBLIC HEARING
Notice is hereby given that a public hearing will be held virtually by an authorized
representative of The Industrial Development Authority of the County of Maricopa (the “Issuer”)
on January 20, 2021, at 9:00 a.m., MST, via the toll free dial-in number of 1-800-322-6099; enter
code 9596846 and Press #, regarding the issuance by the Issuer pursuant to a plan of financing of
one or more series of its tax-exempt and/or taxable Hospital Revenue Bonds (HonorHealth
Project), Series 2021 in an aggregate amount not to exceed $350,000,000 (the “Bonds”) at the
request of, and for the benefit of, HonorHealth (f/k/a Scottsdale Healthcare Hospitals) (the
“Borrower”), a nonprofit corporation organized and existing under the laws of the State of
Arizona and an organization described in Section 501(c)(3) of Internal Revenue Code of 1986, as
amended (the “Code”).
The Bonds are expected to be qualified 501(c)(3) bonds as such term is defined in
Section 145 of the Code. The proceeds of the Bonds will be used to make a loan to the Borrower
for hospital and healthcare facilities, including (a) the financing (including through
reimbursement) of a portion of the planning, design, acquisition, construction, renovation and/or
equipping of projects in the Borrower’s capital budget including, without limitation,
1. For HonorHealth Deer Valley Medical Center located at 19829 N 27th Avenue,
Phoenix, AZ (“Deer Valley Medical Center”), including, without limitation,
construction a new approximately 35,000 support services building, Pavilion 1 and 2
upgrades and expansions, and a new four-story patient tower; the maximum principal
amount of Bonds to be issued for these projects not to exceed $126,000,000;
2. For HonorHealth Scottsdale Shea Medical Center located at 9003 East Shea
Boulevard, Scottsdale, AZ (“Shea Medical Center”), including without limitation,
upgrades and improvements to infrastructure and Towers B, C, D & F, upgrades and
expansion to operating and other rooms; the maximum principal amount of Bonds to
be issued for these projects not to exceed $83,000,000;
3. For HonorHealth Scottsdale Osborn Medical Center located at 7400 East Osborn
Road, Scottsdale, AZ (“Osborn Medical Center”), including without limitation,
upgrades, expansion and improvements to operating and other rooms and
infrastructure; the maximum principal amount of the Bonds to be issued for these
projects not to exceed $62,000,000;
4. For HonorHealth Scottsdale Thompson Peak Medical Center located at 7400 E
Thompson Peak Pkwy, Scottsdale, AZ (“Thompson Peak Medical Center”), including
without limitation, upgrades, expansion and improvements to operating and other
rooms and infrastructure; the maximum principal amount of the Bonds to be issued
for these projects not to exceed $12,000,000; and
5. For HonorHealth John C. Lincoln Medical Center located at 250 East Dunlap
Avenue, Phoenix, AZ, including without limitation, upgrades and improvements to
operating and other rooms and infrastructure; the maximum principal amount of the
Bonds to be issued for these projects not to exceed $28,000,000.
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The proceeds of the Bonds will also be used to finance prior Bonds, as follows:
a. Arizona Health Facilities Authority Revenue Bonds (HonorHealth Project), Series
2015A and Series 2015B (the “2015 Refunded Bonds”), which refinanced through the
refinancing of prior bonds, existing hospital and healthcare facilities at located at
Shea Medical Center, Osborn Medical Center, Thompson Peak Medical Center,
Virginia Piper Cancer Center (located at 10460 N 92nd St, Scottsdale, AZ)(“Virginia
Piper Cancer Center”), Greenbaum Specialty Surgical Center, and Bisgrove Research
Institute (located at 10510 N 92nd St, Scottsdale, AZ)(“Bisgrove Research Institute”);
the maximum principal amount of the Bonds used to refinance the 2015 Refunded
Bonds not to exceed $55,000,000;
b. The Industrial Development Authority of the City of Scottsdale, Arizona, Hospital
Revenue Bonds (Scottsdale Healthcare), Series 2006C (the “2006C Refunded
Bonds”), which refinanced through the refinancing of prior bonds, existing hospital
and healthcare facilities located at Shea Medical Center, Osborn Medical Center,
Thompson Peak Medical Center, Virginia Piper Cancer Center, Greenbaum Specialty
Surgical Center, and Bisgrove Research Institute; the maximum principal amount of
the Bonds used to refinance the 2006C Refunded Bonds not to exceed $65,000,000;
and
c. The Industrial Development Authority of the City of Scottsdale, Arizona, Hospital
Revenue Bonds (Scottsdale Healthcare), Series 2006F (the “2006F Refunded
Bonds”), which refinanced through the refinancing of prior bonds, existing hospital
and healthcare facilities located at Shea Medical Center, Osborn Medical Center,
Thompson Peak Medical Center, Virginia Piper Cancer Center, Greenbaum Specialty
Surgical Center, and Bisgrove Research Institute; the maximum principal amount of
the Bonds used to refinance the 2006F Refunded Bonds not to exceed $95,000,000.
The Borrower and/or their affiliates are expected to be the initial owner and operator of
the Projects.
The Bonds will be limited obligations of the Issuer payable solely from revenues,
receipts, and security pledged to their payment. The principal of, premium (if any), and interest
on the Bonds will not constitute an indebtedness or liability of the Issuer, the County of
Maricopa, Arizona, the State of Arizona, or any political subdivision of the State of Arizona, or a
charge against its general credit or taxing powers, but shall be payable solely from the sources
provided for in the proceedings for the issuance of the Bonds. The Issuer has no taxing power.
This public notice is published pursuant to the requirements of Section 147(f) of the
Code. Any interested persons may attend or send written comments and make known their view
with respect to the Bonds and the location and nature of the Project to be financed. Any written
comments should be submitted to The Industrial Development Authority of the County of
Maricopa c/o Maricopa County, 10th Floor, 301 West Jefferson, Phoenix, Arizona 85003,
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Attention: President, and clearly marked “HonorHealth – 2021 Bonds.” Written submissions
should be mailed in sufficient time to be received before the time of the hearing.
This Notice is dated January 7, 2021.
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA
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