ACADEMY DEL SOL SUMMARY REPORT 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: 602-257-6919
E-mail: jfries@rcalaw.com
June 3, 2021
To: Board of Supervisors Board of Directors
Maricopa County, Arizona The Industrial Development Authority
of the County of Maricopa
Re: Not to Exceed $22,000,000– The Industrial Development Authority of
the County of Maricopa Education Facility Revenue Bonds (Academy
Del Sol Project), Series 2021
Ladies and Gentlemen:
At the Authority Board meeting on June 8, 2021, the Authority Board will be
asked to grant final approval to the financing for the Academy Del Sol Project and to adopt a
resolution authorizing the issuance and sale of the bonds as described above in one or more
series (the “2021 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
Academy Del Sol, Inc. (“Borrower”), 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. Borrower currently operates two charter schools authorized to serve grades K-8 under
a charter contract with the Arizona State Board of Charter Schools: (1) at 7102 West Valley
Crest Place in Tucson, Arizona (the “Star Valley Campus”); and (2) at 732 Roger Road, Tucson,
Arizona (the “Roger Campus”). The schools currently serve 800 students and employ 67 staff
members.
Borrower previously borrowed the proceeds of $10,000,000 aggregate principal
amount of Education Facility Revenue Bonds (Academy Del Sol Project), Series 2016 (the
“Series 2016 Bonds”), issued by The Industrial Development Authority of the County of Pima
to, among other things, assist Borrower in financing or refinancing the costs of acquisition,
construction, improvement, renovation, operation and equipping of land and charter school
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Board of Supervisors
Maricopa County, Arizona
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
June 3, 2021
Page 2
facilities at the Star Valley Campus. Borrower is current on all payments under this financing
and seeks to refinance this debt.
Borrower leases the Roger Campus from Schoolhouse Development, an unrelated
third party, through 2033, with fiscal year 2022 lease payments of $594,500 and escalations of
2.5% per year thereafter. Borrower holds an option under the lease to purchase the Roger
Campus for $8,750,000 that must be funded in the next few months. In this proposed financing,
Borrower seeks to borrow funds to exercise this purchase option.
Under the proposed financing, the Issuer will loan the proceeds of the Series 2021
Bonds to Borrower to (i) refund the outstanding Series 2016 Bonds, (ii) finance or refinance the
costs of acquisition, construction, improvement, furnishing, equipping and operating of land and
charter school facilities located at the Roger Campus and together with the Star Valley Campus,
the “Series 2021 Facilities”), (iii) fund any required reserve funds, (iv) reimburse Borrower for
capital expenditures made in connection with the Series 2021 Project (defined herein), (v) pay
capitalized interest, if any, and (vi) pay the costs incurred in connection with the authorization,
issuance and sale of the Series 2021 Bonds (collectively, the “Series 2021 Project”).
PLAN OF FINANCING
The 2021 Bonds will be issued in one or more tax-exempt and taxable series in an
aggregate principal amount of not to exceed $22,000,000. The 2021 Bonds will be issued under
and pursuant to the terms and provisions of the Indenture of Trust. The Authority will loan the
proceeds from the sale of the 2021 Bonds to Borrower pursuant to the terms of a 2021 Loan
Agreement. The obligations of Borrower under the 2021 Loan Agreement will be secured by a
Revenue Pledge by Borrower and Deeds of Trust on the Star Valley Campus and the Roger
Campus. The Bonds will be sold to Rosemawr Management, LLC pursuant to a Bond Placement
Agreement.
Finally, the parties will enter into a Tax Certificate and Agreement to evidence
various agreements aimed at establishing and preserving the tax exempt status of the 2021
Bonds.
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

Board of Supervisors
Maricopa County, Arizona
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
June 3, 2021
Page 3
Applicant/Borrower: Academy Del Sol, Inc.
Applicant/Borrower Counsel: Greenberg Traurig, P.A.
Bond Counsel: Kutak Rock LLP
Bond Trustee: UMB Bank, NA.
Placement Agent: B.C. Ziegler and Company
Placement Agent’s Counsel: Nixon Peabody LLP
Bond Purchaser Rosemawr Management LLC
PRINCIPAL FINANCING DOCUMENTS
Documents Parties
Indenture of Trust (the “Indenture”) Issuer and Trustee
Loan Agreement (the “2021 Loan Agreement”) Issuer and Borrower
Deeds of Trust, Security Agreement, Assignment of Borrower
Rents and Leases and Fixture Filing (Star Valley
Campus and Roger Campus)
Tax Certificate and Agreement Issuer and Borrower
Various assignment of contract instruments Borrower
Bond Placement Agreement Borrower, Issuer, and Bond
Purchaser
FINAL APPROVAL
At the Authority Board meeting on June 8, 2021, the Authority Board will be
asked to grant final approval to the application for financing and to adopt a resolution
authorizing the issuance and sale of the 2021 Bonds.
BOARD OF SUPERVISORS APPROVAL
Under the provisions of A.R.S. § 35-721.B., the proceedings under which the

Board of Supervisors
Maricopa County, Arizona
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
June 3, 2021
Page 4
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 2021 Bonds, the
Maricopa County Board of Supervisors will be requested, at its meeting on June 23, 2021, to
adopt a resolution approving the proceedings of the Authority for the issuance of the 2021
Bonds.
NOTIFICATION TO ARIZONA ATTORNEY GENERAL
As required by the provisions of A.R.S. § 35-721.F, the Authority will notify the
Arizona Attorney General of the Authority’s intention to issue the 2021 Bonds to confirm that
the Project qualifies as a financeable “projects” under the Arizona statute.
ALLOCATION FOR TAX EXEMPT FINANCING
No allocation of the Arizona “volume cap” is required for the issuance of the
Bonds since the Bonds are being issued and treated as governmental bonds that are exempt from
the requirements of obtaining volume cap.
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 2021 Bonds will be issued in July
of 2021. At the time the 2021 Bonds are issued, it is anticipated the designated Bond Counsel
will deliver its written opinion to the effect the 2021 Bonds have been validly issued and that as
to the portion of the 2021 Bonds designated as being tax-exempt, the interest on the 2021 Bonds
is exempt from federal and Arizona income taxation and that as to any portion of the 2021 Bonds
that are not designated as tax-exempt, the interest on such 2021 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

Board of Supervisors
Maricopa County, Arizona
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
June 3, 2021
Page 5
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 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 2021 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.