LETTER.PDF

RYLEYCARLOCK A PROFESSIONAL CORPORATION
One North Central Avenue, Suite 1200
&APPLEWHITE Phoenix, Arizona 85004-4417
AMMO'S F 602.440.4800 F 602.257.9582
Offices in Arizona & Colorado
www.rcalaw.com
William F. Wilder
Direct Line: 602-440-4802
Direct Fax: 602-257-6902
E-mail: wwilder@rcalaw.com
February 5, 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 $12,000,000 — The Industrial Development Authority of the
County of Maricopa Education Revenue Bonds (Sun Valley Charter
School Project), in One or More Series of Tax Exempt and/or Taxable
Bonds
Ladies and Gentlemen:
At the Authority Board meeting on February 13, 2018, the Authority Board will
be asked to grant final approval to the financing for the Sun Valley Charter School 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 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
The Applicant/Borrower for financing is Morrison Education Group, Inc.
(sometimes "Morrison Education"), an Arizona nonprofit corporation designated as a 501(c)(3)
organization under the Internal Revenue Code of 1986, as amended (the "Code"). Morrison
Education owns and operates Sun Valley Charter School, founded in 2009, a K-8 school which
currently operates out of leased space at 5806 South 35 th Avenue, Phoenix, Arizona.
THE PROJECT
The proceeds of the Bonds will be loaned to the Borrower and used (i) to finance
or refinance the costs of acquiring approximately 6.3 acres of land located at the southeast corner
of West Baseline Road and South 27th Avenue, Phoenix, Arizona, and to construct, improve and
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RYLEYCARLOCK
Board of Supervisors &APPLEWHITE
Maricopa County, Arizona Attorneys
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
February 5, 2018
Page 2
equip, as applicable, buildings and amenities thereon for use in connection with the ongoing
operations of Sun Valley Charter School; (ii) to fund any required reserves; (iii) to pay
capitalized interest; and (iv) to pay eligible costs 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 will notify the Arizona Attorney General of the Authority's intention to issue the
Bonds.
ALLOCATION FOR TAX EXEMPT FINANCING
No allocation of the Arizona "volume cap" is required for the issuance of the
Bonds since the Applicant/Borrower is a nonprofit corporation designated as a 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: Morrison Education Group, Inc.
Bond Trustee: BOKF, NA
Bond Underwriter: RBC Capital Markets
Bond Counsel: Greenberg Traurig, LLP
Applicant/Borrower Counsel: Warren Charter Law PLC
Bond Underwriter Counsel: Ballard Spahr, LLP
Disclosure Counsel Greenberg Traurig, LLP

RYLEYCARLOCK
Board of Supervisors &A PPLEWHITE
Maricopa County, Arizona Attorneys
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
February 5, 2018
Page 3
PRINCIPAL FINANCING DOCUMENTS
Document Parties
Indenture of Trust (the "Indenture") Issuer and Trustee
Loan Agreement (the "Loan Agreement") Issuer and Borrower
Deed of Trust, Security Agreement, Assignment of Borrower
Rents and Leases and Fixture Filing (the "Deed of
Trust")
Promissory Note Borrower
Preliminary and Final Official Statements Borrower and Bond Underwriter
Tax Certificate and Agreement Issuer and Borrower
Various assignment of contract instruments Borrower
Bond Purchase Agreement Borrower, Issuer and Bond
Underwriter
PLAN OF FINANCING
The Bonds will be issued in one or more tax exempt and taxable series in an
aggregate principal amount of not to exceed $12,000,000.
The Bonds will be issued under and pursuant to the terms and provisions of the
Indenture. The proceeds from the sale of the Bonds will be loaned by the Authority to the
Borrower ("Morrison Education") pursuant to the terms of the Loan Agreement. The Borrower
will be obligated to make loan repayments in amounts and at such times as required to pay
principal and interest on the Bonds on their respective due dates.
The obligations of the Borrower to make periodic loan repayments as well as to
perform the other obligations of the Borrower as set forth in the Loan Agreement will be secured
by a Deed of Trust which will encumber the property being acquired and financed.
The Bonds will be underwritten by the Bond Underwriter (RBC Capital Markets)
and offered by it for public sale. In connection with the issuance and sale of the Bonds the
Preliminary and Final Official Statements are being prepared and will be used. The Bonds will

RYLEYCARLOCK
Board of Supervisors &APPLEWHITE
Maricopa County, Arizona Attorneys
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
February 5, 2018
Page 4
be purchased initially by the Underwriter in accordance with the provisions of the Bond Purchase
Agreement.
The Tax Certificate and Agreement will be executed by the Issuer and Borrower
to evidence various agreements aimed at establishing and preserving the tax exempt status of the
Bonds.
FINAL APPROVAL
At the Authority Board meeting on February 13, 2018, the Authority Board will
be asked by the Applicant/Borrower to grant final approval to the application for financing and
to adopt a resolution authorizing the issuance and sale of the Bonds.
BOARD OF SUPERVISORS APPROVAL
If the Authority Board acts to grant final approval for the financing and to adopt a
resolution authorizing the issuance and sale of the Bonds, the Maricopa County Board of
Supervisors will be requested, at its meeting on February 21, 2018, to act as required by law to
adopt a resolution approving the proceedings of the Authority for the issuance of the Bonds.
Under the provisions of the Act, specifically A.R.S. § 35-721.B., the proceedings
under which the Bonds of the Authority are to be issued require the approval of the Maricopa
County Board of Supervisors for each issuance of bonds.
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 Bonds will be issued in March,
2018. At the time the Bonds are issued, it is anticipated the designated Bond Counsel,
Greenberg Traurig, LLP will deliver its written opinion to the effect the Bonds have been validly
issued and that as to the portion of the Bonds designated as being tax-exempt, the interest on the
Bonds is exempt from federal and Arizona income taxation and that as to the portion of the
Bonds which are not designated as tax-exempt, the interest on such Bonds will be exempt from
Arizona income taxation.

RYLEYCARLOCK
Board of Supervisors &APPLEWHITE
Maricopa County, Arizona Attorneys
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
February 5, 2018
Page 5
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
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.