A2 - WESTMINSTER - SUMMARY OF PROJECT.PDF

A PROFESSIONAL CORPORATION
RYLEY CARLOCK
One North Central Avenue, Suite 1200
oatee. WHITE Phoenix, Arizona 85004-4417
Attorneys P 602.440.4800 F 602.257.9582
Offices in Arizona & Colorado
William F. Wilder www.rcalaw.com
Direct Line: 602-440-4802
Direct Fax: 602-257-6902
E-mail: wwilder@rcalaw.com
November 8, 2017
To: Board of Supervisors Board of Directors of
Maricopa County, Arizona The Industrial Development Authority
of the County of Maricopa
Re: Not to Exceed $26,000,000 The Industrial Development Authority of the
County of Maricopa Senior Living Revenue Refunding Bonds
(Westminster Village, Inc. Project) Series 2017
Ladies and Gentlemen:
At the meeting of The Industrial Development Authority of the County of
Maricopa (the “Authority’”) on November 14, 2017, the Authority Board will be asked to grant
approval to the financing for Westminster Village, Inc. and Westminster Village Foundation 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 APPLICANTS/BORROWERS
The Applicants/Borrowers for financing are Westminster Village, Inc. and
Westminster Village Foundation, each an Arizona nonprofit corporation designated as a
501(c)(3) organization under the Internal Revenue Code of 1986, as amended (the Code’).
Westminster Village Foundation is a support organization for Westminster Village, Inc. and
while it is a Borrower and obligated as such, the Bond proceeds will be utilized for the Project,
as described herein.
THE PROJECT
Westminster Village, Inc. and Westminster Village Foundation propose to obtain the
issuance, through the Authority, of its revenue bonds in an amount not to exceed $26,000,000.
4285181.1
11/08/17

RYLEY CARLOCK
Board of Supervisors &APPLEWHITE
Maricopa County, Arizona Attorneys
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
November 8, 2017
Page 2
The proceeds derived from the sale of the Bonds will be loaned by the Authority
to Westminster Village, Inc. and Westminster Village Foundation. It is intended that the Bond
proceeds will be used to (i) refinance a portion of the costs of the construction, remodeling,
renovation and equipping of a 333-unit continuing care retirement and health care center
commonly known as Westminster Village, originally constructed in 1988, located at 12000
North 90th Street, Scottsdale, Arizona 85260 (the “Facility’”’), by prepaying a loan from The
Lincoln National Life Insurance Company pursuant to a Loan Agreement, dated November 20,
2003; (ii) finance the remodeling, renovation, improvement and equipping of the Facility, and
(iii) pay certain costs and expenses related to the issuance of the Bonds (collectively, 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.
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 November 14, 2017, 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 and is a refunding of previously issued
bonds.
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

RYLEY CARLOCK
Board of Supervisors &APPLEWHITE
Maricopa County, Arizona | Attorneys
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
November 8, 2017
Page 3
Applicants/Borrowers: Westminster Village, Inc. and Westminster Village
Foundation
Bond Purchaser and Lender: Western Alliance Bank
Bond Purchaser and Lender Counsel: Quarles & Brady, LLP
Bond Counsel: Squire Patton Boggs (US) LLP
Applicant/Borrower Counsel: Steptoe & Johnson LLP
Financial Advisor: HJ Sims
PRINCIPAL FINANCING DOCUMENTS
Document Parties
Bond Resolution Issuer
Loan Agreement Issuer, Borrowers and Lender (Bond
Purchaser)
Notes Borrowers
Bond Purchase Agreement Issuer and Borrowers
Environmental Indemnity Agreement Borrowers
Deed of Trust Borrowers
Assignment Agreement Issuer and Bond Purchaser
PLAN OF FINANCING
Western Alliance Bank will purchase all of the Bonds with the intention to hold
the Bonds to their maturity date in December, 2027 (10 years from the date of issuance).
Since this will be a direct placement of the Bonds with Western Alliance Bank,
there will be no Bond Indenture. Instead, the Issuer’s authorizing resolution includes all relevant
provisions providing for the creation of the Bonds.

RYLEY CARLOCK
Board of Supervisors
&APPLEWHITE
Maricopa County, Arizona Attorneys
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
November 8, 2017
Page 4
Western Alliance Bank will purchase the Bonds in accordance with the Bond
Purchase Agreement.
The Loan Agreement which will be entered into among the Issuer, the Borrowers
and Western Alliance Bank, contains all operative agreements regarding the loan of Bond
proceeds to the Borrowers.
The Borrowers will execute Notes evidencing the obligations due under the Loan
Agreement.
The Borrowers’ obligations under the Notes and Loan Agreement will be secured
by a first lien Deed of Trust on the Facility and the related real property.
The Borrowers will enter into an Environmental Indemnity Agreement in a form
prescribed by Western Alliance Bank.
The Issuer will enter into an Assignment Agreement whereby the interests of the
Issuer in the Loan Agreement, Notes, Deed of Trust and Environmental Indemnity Agreement,
subject to certain reserved rights, will be assigned to Western Alliance Bank.
Another way to look at this transaction is that it is a tax exempt loan transaction
between Western Alliance Bank and the Borrowers.
AUTHORITY APPROVAL
At the Authority Board meeting on November 14, 2017, the Board will be asked
by the Applicants/Borrowers to grant approval to the application for financing and to 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
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 8, 2017
Page 5
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 November 29, 2017, to act as required by law to
adopt a resolution approving the proceedings of the Authority for the issuance of the Bonds.
TRANSACTION CLOSING
Assuming the required approvals of the Authority and the Maricopa County
Board of Supervisors are received, it is anticipated that the Bonds will be issued in mid to late
December, 2017.
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 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 the Authority and
are in both form and substance acceptable for the Authority Board 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, is in form and substance acceptable for the Authority Board to adopt.