HONORHEALTH 2021 SUMMARY LETTER.PDF

A P R O F E S S I O N A L C O R P O R A T I O N
3200 North Central Avenue, Suite 1600
Phoenix, Arizona 85012
P 602.440.4800 F 602.257.9582
www.rcalaw.com
John J. Fries
Direct Line: 602-440-4819
Direct Fax: 602-257-6902
E-mail: jfries@rcalaw.com
January 7, 2021
To: Board of Supervisors Board of Directors of
Maricopa County, Arizona The Industrial Development Authority
of the County of Maricopa
Re: Not to Exceed $350,000,000 The Industrial Development Authority of the
County of Maricopa Hospital Revenue Bonds (HonorHealth Project)
Various Series 2021
Ladies and Gentlemen:
At the meeting of The Industrial Development Authority of the County of
Maricopa (the “Authority”) on January 25, 2021, the Authority Board will be asked to grant
approval to the financing for HonorHealth f/k/a Scottsdale Healthcare Hospitals, and to adopt a
resolution authorizing the issuance and sale of not to exceed $350,000,000 in bonds (the “2021
Bonds”). This letter provides a summary review of the proposed transaction.
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 for financing is HonorHealth, an Arizona nonprofit
corporation designated as a 501(c)(3) organization under the Internal Revenue Code of 1986, as
amended (the “Code”). HonorHealth either directly or through affiliates, currently operates six
acute care hospitals, and other medical and healthcare facilities in the greater Phoenix area. The
2021 Bonds will be issued in multiple series under a Master Trust Indenture that will obligate the
Obligated Group that will include HonorHealth and various affiliates.
THE PROJECT
The proceeds of the 2021 Bonds will be loaned by the Authority to HonorHealth to be
used, together with other available moneys, for the acquisition, construction, renovations and
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Board of Supervisors
Maricopa County, Arizona
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
January 7, 2021
Page 2
improvements to, and furnishing and equipping of, health care facilities owned and operated by
the Borrower in Maricopa County, refinancing of prior bonds and payment toward the cost of
issuance. Of the proposed $350,000,000 in bond financing, approximately $150,000,000 will be
new money that will be used for various health care facilities, including, without limitation:
1. HonorHealth Deer Valley Medical Center located at 19829 N 27th Avenue,
Phoenix - Construction of a new approximately 35,000 square foot support services building,
central plant, operating room Pavilion 1 and 2 upgrades and expansions, and a new four-story
patient tower;
2. HonorHealth Scottsdale Shea Medical Center located at 9003 East Shea Boulevard,
Scottsdale, AZ - Upgrades and improvements to infrastructure and Towers B, C, D & F,
upgrades and expansion to operating and other rooms;
3. HonorHealth Scottsdale Osborn Medical Center located at 7400 East Osborn Road,
Scottsdale, AZ - Upgrades, expansion and improvements to operating and other rooms and
infrastructure;
4. HonorHealth Scottsdale Thompson Peak Medical Center located at 7400 E,
Thompson Peak Pkwy, Scottsdale, AZ - Upgrades, expansion and improvements to operating
and other rooms and infrastructure; and
5. HonorHealth John C. Lincoln Medical Center located at 250 East Dunlap Avenue,
Phoenix, AZ - Upgrades and improvements to operating and other rooms and infrastructure.
Approximately $200,000,000 of the 2021 Bond proceeds will also be used to refinance
prior bonds, as follows:
a. Arizona Health Facilities Authority Revenue Bonds (HonorHealth Project), Series
2015A and Series 2015B,
b. The Industrial Development Authority of the City of Scottsdale, Arizona, Hospital
Revenue Bonds (Scottsdale Healthcare), Series 2006C; and
c. The Industrial Development Authority of the City of Scottsdale, Arizona, Hospital
Revenue Bonds (Scottsdale Healthcare), Series 2006F.

Board of Supervisors
Maricopa County, Arizona
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
January 7, 2021
Page 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 2021
Bonds.
PUBLIC HEARING
A public hearing pursuant to Section 147(f) of the Internal Revenue Code of
1986, as amended (the “Code”), relating to the issuance of the 2021 Bonds, will be held by a
representative of the Authority on January 20, 2021, and a Report of Public Hearing will be
submitted to the Clerk of the Maricopa County Board of Supervisors.
ALLOCATION FOR TAX EXEMPT FINANCING
No allocation of the Arizona “volume cap” is required for the issuance of the
2021 Bonds as this financing is for a nonprofit 501(c)(3) entity.
FINANCING PARTICIPANTS
The major participants in the financing are as follows:
Issuer: The Industrial Development Authority of the County of
Maricopa
Issuer Counsel: Ryley Carlock & Applewhite, a professional corporation
Applicant/Borrower: HonorHealth
Bond Underwriter: RBC Capital Markets, LLC and Merrill Lynch, Pierce
Fenner and Smith, Incorporated
Bond Counsel: Ballard Spahr LLP
Bond Trustee U.S. Bank National Association
Applicant/Borrower Counsel: Shannon Fox Fraser, SVP and General Counsel to
HonorHealth
Bond Underwriter Counsel: Squire Patton Boggs (US) LLP
Master Trustee: U.S. Bank National Association
Applicant’s Financial Advisor; Kaufman, Hall & Associates

Board of Supervisors
Maricopa County, Arizona
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
January 7, 2021
Page 4
PRINCIPAL FINANCING DOCUMENTS
Documents Parties
Multiple Bond Indentures Issuer and Trustee
Multiple Loan Agreements and Notes Issuer and Borrower
Multiple Official Statements (Preliminary and Borrower and Bond Underwriter
Final)
Multiple Bond Purchase Agreements Borrower, Issuer and Bond Underwriter
Multiple Security Documents to perfect a Gross
Revenue Pledge
PLAN OF FINANCING
The 2021 Bonds will be issued in multiple Series, each with different interest
rates issued under and pursuant to the Bond Indentures, and the proceeds received from the sale
of the 2021 Bonds will be loaned to HonorHealth pursuant to the Loan Agreement(s) and
applied, together with other available moneys, to finance the Project as described above.
The 2021 Bonds will be offered for sale by the Underwriters utilizing Official
Statements and the 2021 Bonds will be purchased by the Underwriters under and in accordance
with the terms and provisions of the Bond Purchase Agreements. Several Series of the 2021
Bonds will be offered to the general public and one Series will be offered in a direct placement.
It is anticipated the 2021 Bonds will have an investment grade rating issued by one or more
recognized national rating agencies.
AUTHORITY APPROVAL
At the Authority Board meeting on January 25, 2021, the Board will be asked by
the Applicant/Borrower to grant approval to the application for financing and to adopt a
resolution authorizing the issuance and sale of the 2021 Bonds. A copy of the proposed form of
resolution to be adopted is included in the Board packages.
BOARD OF SUPERVISORS APPROVAL
If the Authority Board acts to grant final approval for the financing and to adopt a
resolution authorizing the issuance and sale of the 2021 Bonds, the Maricopa County Board of
Supervisors will be requested, at its meeting on January 27, 2021, to act as required by law to

Board of Supervisors
Maricopa County, Arizona
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
January 7, 2021
Page 5
adopt a resolution approving the proceedings of the Authority for the issuance of the 2021
Bonds.
NO LIABILITY ON THE COUNTY OF MARICOPA
Under the provisions of A.R.S. § 35-742, the County of Maricopa shall not in
any event be liable for the payment of the principal or interest on the bonds of the
Authority or for the performance by the Authority of any of its obligations with respect to
its bonds nor shall any agreements or obligations of the Authority constitute an
indebtedness of the County of Maricopa within the meaning of any constitutional or
statutory provision whatsoever.
TRANSACTION CLOSING
Assuming the required approvals of the Authority and the Maricopa County
Board of Supervisors are received, it is anticipated that the 2021 Bonds will be issued in
February, 2021.
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 of the Authority to date
relating to the proposed issuance of the 2021 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 to act upon and that the
Resolution presented to the Authority Board relating to authorizing the issuance and sale of the
2021 Bonds, and related matters, is in form and substance acceptable for the Authority Board to
adopt.