DONOR NETWORK - SUMMARY LETTER.PDF

A PROFESSIONAL CORPORATION
One North Central Avenue, Suite 1200
Phoenix, Arizona 85004-4417
P 602.440.4800 F 602.257.9582
Offices in Arizona & Colorado
wow ww. rcalaw.com
William F. Wilder
Direct Line: 602-440-4802
Direct Fax: 602-257-6902
E-mail: wwilder@rcalaw.com
April 4, 2018
To: Board of Supervisors Board of Directors of
Maricopa County, Arizona The Industrial Development Authority
of the County of Maricopa
Re: Not to Exceed $25,000,000 — The Industrial Development Authority of the
County of Maricopa Direct Purchase Revenue Bonds (Donor Network of
Arizona, Inc. Project) Series 2018
Ladies and Gentlemen:
At the meeting of The Industrial Development Authority of the County of
Maricopa (the “Authority”) on April 17, 2018, the Authority Board will be asked to grant
approval to the financing for the Donor Network of Arizona, Inc. Project and to adopt a
resolution authorizing the issuance and sale of the bonds as described above (the “Bonds”). The
purpose of this letter is to provide 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 Donor Network of Arizona, Inc., an
Arizona nonprofit corporation designated as a 501(c)(3) organization under the Internal Revenue
Code of 1986, as amended.
Donor Network of Arizona, Inc. is one of the leading and larger full-service
organ, eye and tissue donation and recovery organizations in the United States and is Arizona’s
federally designated nonprofit organ procurement organization
Additionally, Donor Network of Arizona, Inc. operates an immunogenetics
laboratory that provides histocompatibility testing services which verify a_ recipient’s
compatibility with a donation from a deceased or living donor.
4368139.1
04/04/18

Board of Supervisors
Maricopa County, Arizona
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
April 4, 2018
Page 2
THE PROJECT
The Project that will be financed with the proceeds from the sale of the Bonds
will consist of the acquisition, construction and equipping of a new capital project to serve as the
Donor Network of Arizona, Inc. headquarters facility and to be located at 2010 West Rio Salado
Parkway, Tempe, Arizona.
Additionally, a portion of the Bond proceeds will be applied to (a) fund any
required reserves, (b) pay capitalized interest on the Bonds, if any, and (c) pay costs and
expenses related to the issuance of the Bonds.
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.
PUBLIC HEARING
A public hearing pursuant to Section 147(f) of the Internal Revenue Code of
1986, as amended, will be held on April 17, 2018, ahead of the Authority Board meeting on such
date and ahead of the Maricopa County Board of Supervisors meeting on April 25, 2018, and a
Report of Public Hearing will be delivered to the Maricopa County Board of Supervisors.
ALLOCATION FOR TAX EXEMPT FINANCING
No allocation of the Arizona “volume cap” is required for the transaction since
the Applicant is a nonprofit corporation designated as 501(c)(3) organization under the Code.
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: Donor Network of Arizona, Inc.

Board of Supervisors
Maricopa County, Arizona
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
April 4, 2018
Page 3
Applicant/Borrower Counsel: Lewis Roca Rothgerber Christie, LLP
Bond Counsel: Lewis Roca Rothgerber Christie, LLP
Bond Trustee: To be determined
Bond Purchaser: JP Morgan Chase Bank, N.A.
Bond Purchaser Counsel: Kutak Rock LLP
PRINCIPAL FINANCING DOCUMENTS
Document Parties
Indenture of Trust Issuer and Trustee
Loan Agreement Issuer and Borrower
Tax Certificate and Agreement Issuer and Borrower
One or more Security Agreements Borrower
PLAN OF FINANCING
The Bonds will be issued in a principal amount, not to exceed $25,000,000, to be
determined by agreement of the Borrower and the Bond Purchaser.
The Bonds will be purchased by JP Morgan Chase Bank, N.A., or an affiliated
entity, for its own investment and account and not with a view toward resale or distribution and
the Bonds will be subject to specific restrictions on transfer and the Bond Purchaser will execute
an agreed upon form of Investor Letter.
The Bonds will be issued under and pursuant to the Indenture of Trust and the
Bond proceeds will be loaned to the Borrower under the terms of the Loan Agreement. The
obligations of the Borrower to make periodic loan repayments, in an amount sufficient to pay
interest and principal on the Bonds, when due, will be secured by one or more Deeds of Trust,
Security Agreements, Assignments of Rents and Leases and Fixture Filings.

Board of Supervisors
Maricopa County, Arizona
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
April 4, 2018
Page 4
The Bond proceeds will be disbursed by JP Morgan Chase Bank, N.A. to the
Borrower based upon an agreed upon disbursement schedule, as work regarding the Project
progresses.
Since this financing is basically structured as a tax exempt bank loan, the Bonds
will not be rated.
AUTHORITY APPROVAL
At the Authority Board meeting on April 17, 2018, the Authority Board will be
asked by the Applicant/Borrower to grant approval for financing and to adopt a resolution
authorizing the issuance sale of the Bonds.
BOARD OF SUPERVISORS APPROVAL
If the Authority Board acts to grant approval for the financing and to adopt a
resolution authorizing and approving the issuance and sale of the Bonds, the Maricopa County
Board of Supervisors will be requested, at its meeting on April 25, 2018, to act as required by
law to adopt a resolution approving the proceedings of the Authority for the issuance of the
Bonds.
NO LIABILITY ON THE COUNTY OF MARICOPA
Under the provisions of the Act, specifically A.R.S. § 35-742, Maricopa
County is not in any event liable for the performance by the Authority of any pledge,
mortgage, obligation or agreement of any kind undertaken by 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 Bonds will be issued in early May
2018.
LEGAL COUNSEL RECOMMENDATION
As counsel to the Authority, we have reviewed drafts of 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

Board of Supervisors
Maricopa County, Arizona
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
April 4, 2018
Page 5
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 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 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.
Yours very truly,
; .
William F. Wilder
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