CREIGHTON UNIVERSITY SUMMARY LETTER.PDF
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A PROFESSIONAL CORPORATION RYLEYCARLOCK 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 4, 2019 To: Board of Supervisors Board of Directors Maricopa County, Arizona The Industrial Development Authority of the County of Maricopa Re: Not to Exceed $75,000,000 The Industrial Development Authority of the County of Maricopa Educational Facilities Revenue Bonds (Creighton University Project), Series 2019 Ladies and Gentlemen: At the meeting of The Industrial Development Authority of the County of Maricopa (the "Authority") on November 12, 2019, the Authority Board will be asked to grant approval to the financing for Creighton University 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 Creighton University, a Nebraska nonprofit corporation designated as a 501(c)(3) organization under the Internal Revenue Code of 1986, as amended (the "Code"). THE PROJECT The proceeds of the Bonds will be loaned by the Authority to Creighton University to be used, together with other available moneys, (i) for the financing, acquisition, construction, preparation, equipping and furnishing of a health science campus in Phoenix, Arizona, serving students seeking degrees in medicine, nursing, pharmacy and other health care professions, and (ii) for paying certain cost of issuance (the "Project"). 4666283.1 11/04/19 RYLEYCARLOCK Board of Supervisors &APPLEWHITE Maricopa County, Arizona Attorneys Board of Directors of The Industrial Development Authority of the County of Maricopa November 4, 2019 Page 2 NOTIFICATION TO ARIZONA ATTORNEY GENERAL As required by the provisions of Arizona Revised Statutes, Section 35-721.F, the Authority has notified the Arizona Attorney General of the Authority's intention to issue the Bonds and the Authority has received a letter from the Attorney General confirming that the proposed financing qualifies as a 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, was held by a representative of the Authority on October 30, 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: Creighton University Bond Underwriter: Barclays Bond Counsel: Kutak Rock LLP Bond Trustee: BOK Financial Applicant/Borrower Counsel: Kutak Rock LLP Bond Underwriter Counsel: Greenberg Traurig LLP RYLEYCARLOCK Board of Supervisors &APPLEWHITE Maricopa County, Arizona Attorneys Board of Directors of The Industrial Development Authority of the County of Maricopa November 4, 2019 Page 3 PRINCIPAL FINANCING DOCUMENTS Document Parties Trust Indenture Issuer and Trustee Loan Agreement Issuer and Borrower Official Statement (Preliminary and Final) Borrower and Bond Underwriter Bond Purchase Agreement Borrower, Issuer and Bond Underwriter 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 Creighton University 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 Official 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 receive an investment grade rating from a nationally recognized rating agency. AUTHORITY APPROVAL At the Authority Board meeting on November 12, 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. ยง 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. RYLEY CARLOCK Board of Supervisors &APPLEWHITE Maricopa County, Arizona Attorneys Board of Directors of The Industrial Development Authority of the County of Maricopa November 4, 2019 Page 4 BOARD OF SUPERVISORS APPROVAL The Maricopa County Board of Supervisors will be requested, at its meeting on November 20, 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's 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 have reviewed drafts of the principal financing documents, and have been advised that these documents are now in substantially final form. Based upon our review of such and our review of the proceedings of the Authority to date relating to the proposed issuance of the Bonds, we believe 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.