GATEWAY ACADEMY 2019 - SUMMARY LETTER.PDF

lomur CAR A PROFESSIONAL CORPORATION
One North Central Avenue, Suite 1200
&APPLEWHITE Phoenix, Arizona 85004-4417
Attorneys P 602.440.4800 F 602.257.9582
Offices in Arizona & Colorado
www.rcalaw.com
John J. Fries
Direct Line: 602-440-4819
Direct Fax: 602-257-6919
E-mail: jfries@rcalaw.com
November 21, 2019
To: Board of Supervisors Board of Directors
Maricopa County, Arizona The Industrial Development Authority
of the County of Maricopa
Re: Not to Exceed $12,000,000 The Industrial Development Authority of the
County of Maricopa Education Revenue Bonds (Gateway Academy
Project), Series 2019
Ladies and Gentlemen:
At the meeting of The Industrial Development Authority of the County of
Maricopa (the "Authority") on December 10, 2019, the Authority Board will be asked to grant
approval to the financing for Gateway Academy, Inc., a Nevada nonprofit corporation, and to
adopt a resolution authorizing the issuance and sale of the bonds as described above (the
"Bonds"), which will be issued in one or more multiple series. 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 Gateway Academy, a Nevada nonprofit
corporation designated as a 501(c)(3) organization under the Internal Revenue Code of 1986, as
amended (the "Code"), and authorized to transact business in Arizona.
THE PROJECT
The Authority will loan the proceeds of the Bonds to Gateway Academy to be used,
together with other available moneys, to (a) finance or refinance the costs of the acquisition,
improvement and equipping school facilities located at 3939 East Shea Boulevard in Phoenix,
Arizona, for use in connection with the operation of a private day school specializing in the
education of children with a diagnosis of Asperger's Syndrome or otherwise on the autism
4676667.1
11/21/19

RYLEYCARLOCK
Board of Supervisors &APPLEWHITE
Maricopa County, Arizona Attorneys
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
November 21, 2019
Page 2
spectrum; (b) fund any required reserve funds; (c) pay capitalized interest on the Bonds, if any;
and (d) pay the costs of issuance of the Bonds (the "Project").
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
Bonds to confirm that the proposed financing qualifies as an authorized project under the
Arizona statutes.
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 Bonds, will be held by a
representative of the Authority on December 10, 2019, 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
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: Gateway Academy, Inc.
Bond Underwriter: Ziegler
Bond Counsel: Engelman Berger, P.C.
Bond Trustee: BOK Financial
Applicant/Borrower Counsel: Coppersmith Brockelman, PLC
Bond Underwriter Counsel: Nixon Peabody LLP

RYLEYCARLOCK
Board of Supervisors &APPLEWHITE
Maricopa County, Arizona Attorneys
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
November 21, 2019
Page 3
PRINCIPAL FINANCING DOCUMENTS
The parties are working on the financing documents, which will be in
substantially final form before the Authority's meeting on December 10, 2019. The principal
financing documents are:
Document Parties
Trust Indenture Issuer and Trustee
Loan Agreement, Note, Deed of Trust and Issuer, Borrower and Trustee
Depository Control Agreement
Offering Statement Borrower and Bond Underwriter
Bond Purchase Agreement Borrower, Issuer and Bond Underwriter
Tax Certificate Borrower and Issuer
PLAN OF FINANCING
The Bonds will be issued in one or more Series, pursuant to the Bond Indenture,
and the proceeds received from the sale of the Bonds will be loaned to Gateway Academy
pursuant to the Loan Agreement and applied, together with other available moneys, to finance
the Project as described above.
The Bonds will be offered for sale by the Underwriter utilizing the Offering
Statement, and the Bonds will be purchased by the Underwriter under and in accordance with the
terms and provisions of the Bond Purchase Agreement. It is anticipated that the Bonds will be
purchased by Nuveen Asset Management.
AUTHORITY APPROVAL
At the Authority Board meeting on December 10, 2019, the Authority Board will
consider granting approval to the application for financing and adopt a resolution authorizing the
issuance and sale of the 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

RYLEY CARLOCK
Board of Supervisors &APPLEWHITE
Maricopa County, Arizona Attorneys
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
November 21, 2019
Page 4
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.
BOARD OF SUPERVISORS APPROVAL
The Maricopa County Board of Supervisors will be requested, at its meeting on
December 11, 2019, to act as required by law to adopt a resolution approving the proceedings of
the Authority for the issuance of the Bonds. The Project is located in Supervisor Gates'
District 3.
TRANSACTION CLOSING
Assuming the required approvals are received, it is anticipated that the Bonds will
be issued in December, 2019.
LEGAL COUNSEL RECOMMENDATION
As counsel to the Authority, we will review drafts of the principal financing
documents to ensure that the financing documents and proceedings are in substantial
conformance with the policies and guidelines of both the Authority and the Maricopa County
Board of Supervisors and that the Resolution presented to the Board of Supervisors is in form
and substance acceptable for the Maricopa County Board of Supervisors to adopt.