BANNER HEALTH 2019 BS RESOLUTION.DOCX

A RESOLUTION OF THE MARICOPA COUNTY BOARD OF
SUPERVISORS APPROVING THE ISSUANCE BY THE INDUSTRIAL
DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA OF
ITS REVENUE BONDS (BANNER HEALTH), SERIES 2019, IN ONE OR
MORE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $660,000,000 AND APPROVING SUCH OTHER MATTERS AS
SET FORTH HEREIN
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
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 issue revenue bonds for the
purposes set forth in the Act, including the making of secured or unsecured loans for the purpose
of financing or refinancing the acquisition, construction, improvement or equipping of a
“project” (as defined in the Act).
WHEREAS, the Authority proposes to issue its Revenue Bonds (Banner Health), Series
2019 (the “Series 2019 Bonds”), in one or more series from time to time, in an aggregate
principal amount not to exceed $660,000,000, for the benefit of Banner Health (the
“Corporation”), an Arizona nonprofit corporation and an exempt organization described in
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).
WHEREAS, on August 14, 2018, the Authority resolved (the “Authority’s Resolution”)
to issue the Series 2019 Bonds in one or more series or subseries from time to time to provide for
a 3-year plan of financing for the Corporation, in an aggregate principal amount not to exceed
$660,000,000, to pay the costs of (1) acquisition of, construction, renovations and improvements
to, and furnishing and equipping of, health care facilities owned and operated by the Borrower in
Maricopa County and Pima County, Arizona, including, but not limited to, (a) construction,
furnishing and equipping of a new, approximately 700,000 square-foot, 278-bed patient care and
clinical tower to be located at the Banner-University Medical Center Phoenix Campus, and (b)
construction, furnishing and equipping of a new, approximately 700,000 square-foot, 204-bed
patient and clinical care tower to be located at the Banner-University Medical Center Tucson
campus; and (2) current refunding all or a portion of the outstanding Arizona Health Facilities
Authority Revenue Bonds (Banner Health), Series 2008B, Series 2008C and Series 2015D
(collectively, the “Prior Bonds”), the proceeds of which were applied to finance and refinance
certain health care facilities of the Borrower located at Banner-University Medical Center
Phoenix, Banner-University Medical Center Tucson, the Banner Health Institutes formerly
known as the Banner Corporate Center in Phoenix, Arizona, Banner Gateway Medical Center in
Gilbert, Arizona, Banner Thunderbird Medical Center in Glendale, Arizona, Banner Payson
Medical Center in Payson, Arizona, Banner Desert Medical Center in Mesa, Arizona and McKee
Medical Center in Loveland, Colorado (the facilities to be financed and refinanced with the
proceeds of the Bonds are hereinafter collectively referred to as the “2019 Projects”).
WHEREAS, the Authority’s Resolution was conditioned upon, among other things, the
granting of approval to the issuance of the Series 2019 Bonds by the Maricopa County Board of
Supervisors.
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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 by this
Board.
WHEREAS, the Authority’s Resolution authorizes, among other things, the issuance and
sale of the Series 2019 Bonds, the execution and delivery of one or more Bond Indentures, Loan
Agreements, and Bond Purchase Agreements relating to the Series 2019 Bonds (as described in
the Authority’s Resolution), and such other documents as required for the issuance of the Series
2019 Bonds.
WHEREAS, the terms, maturities, provisions for redemption, security, and sources of
payment for the Series 2019 Bonds are set forth in the Bond Indentures relating to the Series
2019 Bonds and in the forms of the Series 2019 Bonds.
WHEREAS, information regarding the issuance of the Series 2019 Bonds has been made
available to the Maricopa County Board of Supervisors, together with the Authority’s
Resolution.
WHEREAS, the Maricopa County Board of Supervisors have been informed that the
documents have been reviewed by competent Bond Counsel, Hawkins Delafield & Wood LLP,
and Bond Counsel has determined that the documents adequately meet the requirements of the
Act and the Code.
WHEREAS, pursuant to Section 35-721.B of the Act, the proceedings of the Authority
under which the Series 2019 Bonds are to be issued require the approval of the Maricopa County
Board of Supervisors of the issuance of the Series 2019 Bonds.
WHEREAS, pursuant to Section 147(f) of the Code, the Maricopa County Board of
Supervisors must approve the issuance of the Series 2019 Bonds, and the financing of any
projects, improvements or facilities with the proceeds thereof (the “Banner Health Projects”),
after a public hearing following reasonable public notice.
WHEREAS, following publication of a Notice of Public Hearing in The Arizona
Republic on April 15, 2019, a public hearing with respect to the Series 2019 Bonds and the
location and nature of the Banner Health Projects described in such Notice of Public Hearing
was held by the Authority, pursuant to Section 147(f) of the Code, on April 22, 2019, at 9:30
a.m. at the Maricopa County Administration Building, First Floor Lobby, 301 West Jefferson
Street, Phoenix, Arizona 85003, a copy of the Notice of Public Hearing is attached hereto and
made a part of this Resolution.
WHEREAS, a Report of Public Hearing regarding the Public Hearing held on April 22,
2019 has been presented to and considered by the Maricopa County Board of Supervisors.
WHEREAS, the Notice of Public Hearing indicates that the Banner Health Projects
described therein are or will be owned and/or operated by the Corporation or its wholly owned
affiliates, Banner-University Medical Center Tucson Campus, LLC and Banner-University
Medical Center South Campus, LLC, and are or will be located at the addresses set forth in the
Notice of Public Hearing.
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WHEREAS, the Series 2019 Bonds are to be issued in one or more series from time to
time, during the expected 3-year period commencing on the date of adoption and approval of this
Resolution, and the Corporation intends to issue one or more series of the Series 2019 Bonds not
later than one year from the date of adoption and approval of this Resolution.
WHEREAS, it is intended that this Resolution shall constitute approval by the Maricopa
County Board of Supervisors with respect to the issuance of the Series 2019 Bonds for the
purposes set forth in this Resolution pursuant to Section 35-721.B of the Act.
WHEREAS, it is further intended that this Resolution shall constitute approval by the
Maricopa County Board of Supervisors as required by, and for the purposes of, Section 147(f) of
the Code, as to the issuance of the Series 2019 Bonds to finance and refinance the Banner Health
Projects described in the Notice of Public Hearing.
NOW, THEREFORE, BE IT RESOLVED BY THE MARICOPA COUNTY
BOARD OF SUPERVISORS, as follows:
1. The issuance by the Authority of the Series 2019 Bonds for the purposes of
financing and refinancing the 2019 Projects described in this Resolution, including the refunding
of the Prior Bonds, in an aggregate principal amount not to exceed $660,000,000, is approved for
all purposes under the Act. The Prior Bonds issued by the Arizona Health Facilities Authority as
identified herein are, and shall remain, special limited obligations of the Arizona Health
Facilities Authority (or its successor), and will not, and shall not, be a debt, obligation or liability
of the Authority or Maricopa County.
2. For purposes of Section 147(f) of the Code, the issuance of the Series 2019 Bonds
to finance and refinance the Banner Health Projects as described in the Notice of Public Hearing,
including the refunding of the Prior Bonds, is hereby approved.
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 issuance of the
Series 2019 Bonds.
ADOPTED AND APPROVED on May 8, 2019.
_____________________________________
Chairman, Maricopa County Board of Supervisors
ATTEST:
__________________________
Clerk, Maricopa County Board of Supervisors
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ATTACHMENT: Notice of Public Hearing
NOTICE OF PUBLIC HEARING
Notice is hereby given that on April 22, 2019, a public hearing (the “Public Hearing”)
will be conducted by an authorized representative on behalf of The Industrial Development
Authority of the County of Maricopa (the “Authority”) at 9:30 am in the Maricopa County
Administration Building, First Floor Lobby, 301 West Jefferson Street, Phoenix, Arizona 85003
with respect to the proposed issuance by the Authority of its Revenue Bonds (Banner Health),
Series 2019 (the “Bonds”) in one or more series from time to time, in the maximum aggregate
principal amount of $660,000,000 to assist Banner Health (the “Corporation”), an Arizona
nonprofit corporation, to provide for a 3-year plan of financing and refinancing of the costs of
construction, renovations, furnishing and equipping of certain health care facilities as hereinafter
described and to pay costs of issuance of the Bonds.
Up to $155,000,000 aggregate principal amount of Bonds may be issued to finance and
refinance construction, furnishing and equipping of a new 16-story patient care and clinical
tower to be located on the Banner-University Medical Center Phoenix campus (“Banner UMC
Phoenix”) located at 1111 E. McDowell Road, Phoenix, AZ 85006, consisting of approximately
700,000 square feet and housing approximately 278 patient beds, a new emergency department
and trauma center, operating rooms, diagnostic and laboratory facilities, and related campus
improvements and miscellaneous capital expenditures at Banner UMC Phoenix.
Up to $155,000,000 aggregate principal amount of Bonds may be issued to finance and
refinance the construction, furnishing and equipping of Banner Ocotillo Medical Center, a new,
4-story, approximately 240,000 square-foot hospital to be located at 1405 S Alma School Road,
Chandler, AZ 85286.
Up to $225,000,000 aggregate principal amount of Bonds may be issued to finance and
refinance construction, furnishing and equipping of a new 9-story patient care and clinical tower
to be located on the Banner-University Medical Center Tucson campus (“Banner UMC Tucson”)
located at 1501 N. Campbell Avenue, Tucson, AZ 85724, consisting of approximately 700,000
square feet and housing approximately 204 patient beds, operating rooms, diagnostic and
laboratory facilities and related campus improvements and miscellaneous capital expenditures at
Banner UMC Tucson. The Corporation expects that the mailing address of the Banner UMC
Tucson campus will be changed to 1625 N. Campbell Avenue, Tucson, AZ in connection with
the construction of the new patient tower.
Up to $300,000,000 aggregate principal amount of the Bonds may be issued to refund all
or a portion of the Arizona Health Facilities Authority Revenue Bonds (Banner Health), Series
2008B and Series 2008C (the “Series 2008BC Prior Bonds”), and Series 2015D (the “Series
2015 Prior Bonds”, and collectively with the Series 2008BC Prior Bonds, the “Prior Bonds”).
The proceeds of the Prior Bonds were used by the Corporation as follows: (1) approximately
$161,000,000 of proceeds of the Series 2008BC Prior Bonds were applied to refund the Arizona
Health Facilities Authority Revenue Bonds (Banner Health), Series 2005B and Series 2005C, the
proceeds of which financed and refinanced: (a) construction and equipping of Banner Gateway
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Medical Center, 1900 North Higley Road, Gilbert, AZ; (b) construction of a parking garage at
Banner Thunderbird Medical Center, 5555 W. Thunderbird Road, Glendale, AZ; (c)
construction, renovations and equipping of the Corporation’s corporate offices located at 1441 N.
12th Street, Phoenix, AZ; and (d) construction and equipping at McKee Medical Center located at
2000 Boise Avenue, Loveland, Colorado; and (2) approximately $101,000,000 of proceeds of the
Series 2015D Prior Bonds were applied to finance (a) the acquisition of Banner UMC Tucson,
(b) construction of a parking garage at Banner UMC Phoenix, and (c) the acquisition of Banner
Payson Medical Center located at 807 S. Ponderosa Street, Payson, AZ.
The projects and facilities to be financed and refinanced with the proceeds of the Bonds
are or will be owned and/or operated by the Corporation or its wholly owned affiliates, Banner-
University Medical Center Tucson Campus, LLC or Banner-University Medical Center South
Campus, LLC. The projects to be financed and refinanced with the proceeds of the Bonds are or
will be located at the addresses set forth herein.
The Bonds will be, and the Prior Bonds are, special limited obligations of the issuers
thereof, payable solely from payments to be made therefor by the Corporation, and will not
constitute a general obligation or a pledge of the faith and credit or the taxing power of the
Authority, the County of Maricopa, Arizona, the State of Arizona or any agency or political
subdivision thereof. The Authority has no taxing power.
The Bonds are to be issued from time to time in one or more issues during the expected
3-year period commencing on the date of approval of the plan of financing described herein.
The Corporation intends to issue the Bonds not later than one year from the date of approval of
the plan of finance described herein.
Any person may appear at such hearing and express his or her views, or may submit his
or her views in writing, regarding the proposed Bonds and the location and nature of the projects
described herein to be financed and refinanced with the proceeds of the Bonds. Any written
submissions must be sent to the Authority c/o Maricopa County, 301 West Jefferson Street, 10th
Floor, Phoenix, Arizona, 85003 Attention: President and clearly marked “Banner Health
Projects.” Written submissions should be mailed or delivered in sufficient time to be received on
or before April 19, 2019.
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA
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