MCIDA BANNER 2017 MARICOPA 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 2017, IN ONE OR
MORE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $550,000,000 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
2017 (the “Series 2017 Bonds”), in one or more series from time to time, in an aggregate
principal amount not to exceed $550,000,000, 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, the proceeds of the Series 2017 Bonds will be loaned by the Authority to
the Corporation to be used, together with other available moneys, 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 follows and to pay costs of issuance of the Series 2017 Bonds: (1)
up to $325,000,000 aggregate principal amount of Series 2017 Bonds will 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 UMC Phoenix campus identified in the attached Notice of
Public Hearing, consisting of approximately 700,000 square feet and housing approximately 256
patient beds, a new emergency department and trauma center, operating rooms, diagnostic and
laboratory facilities, and related campus improvements and miscellaneous capital expenditures
on the Banner UMC Phoenix campus and at the Corporation’s other health care facilities located
in Maricopa County as identified in the Notice of Public Hearing attached hereto; and (2) up to
$225,000,000 aggregate principal amount of Series 2017 Bonds will 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 UMC Tucson campus identified in the attached Notice of Public
Hearing, 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 on the Banner UMC Tucson campus and at the Banner UMC
South campus identified in the Notice of Public Hearing attached hereto, all in accordance with
the Act and as more particularly described in the Notice of Public Hearing attached hereto (such
projects are hereinafter collectively referred to as the “2017 Projects”).
WHEREAS, on August 22, 2017, the Authority resolved (the “Authority’s Resolution”)
to issue the Series 2017 Bonds, the Authority’s Resolution being conditioned upon, among other
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things, the granting of approval to the issuance of the Series 2017 Bonds by the Maricopa
County Board of Supervisors.
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 2017 Bonds, the execution and delivery of the Bond Indenture, the Loan
Agreement, and the Bond Purchase Agreement relating to the Series 2017 Bonds (as described in
the Authority’s Resolution), and such other documents as required for the issuance of the Series
2017 Bonds.
WHEREAS, the terms, maturities, provisions for redemption, security, and sources of
payment for the Series 2017 Bonds are set forth in the Bond Indenture relating to the Series 2017
Bonds and in the form of the Series 2017 Bonds.
WHEREAS, information regarding the issuance of the Series 2017 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 2017 Bonds are to be issued require the approval of the Maricopa County
Board of Supervisors of the issuance of the Series 2017 Bonds;
WHEREAS, the Corporation has previously financed and refinanced the costs of
construction and improvements of certain non-clinical, corporate facilities of the Corporation
located in Mesa, Arizona (referred to herein as the “Prior Project”) with the proceeds of the
outstanding Arizona Health Facilities Authority Revenue Bonds (Banner Health), Series 2007B,
Series 2008D and Series 2015A and a portion of the Authority’s outstanding Revenue Bonds
(Banner Health), Series 2016A previously issued for the benefit of the Corporation (hereinafter
collectively referred to as the “Prior Bonds”). Pursuant to the Code, the Corporation may
determine to sell the Prior Project previously financed with the Prior Bonds to an unrelated third
party and may determine to utilize the provisions of the Code relating to change-in-use of bond-
financed assets to apply up to $60,000,000 of the proceeds of the sale of the Prior Project to
finance alternate qualified capital projects (hereinafter referred to as the “Reallocation
Transaction”), at the Corporation’s health care facilities located in Maricopa County and in Pima
County at the addresses set forth in the attached Notice of Public Hearing, including the 2017
Projects and other miscellaneous capital expenditures, renovations, construction, improvements
and equipment acquisitions (such projects, together with the 2017 Project, are collectively
referred to herein as the “Banner Health Projects”). The Prior Bonds issued by the Arizona
Health Facilities Authority as identified herein are, and shall remain, special limited obligations
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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.
WHEREAS, pursuant to Section 147(f) of the Code, the Maricopa County Board of
Supervisors must approve the issuance of the Series 2017 Bonds and the Reallocation
Transaction and the financing of the Banner Health Projects with the proceeds thereof after a
public hearing following reasonable public notice.
WHEREAS, following publication of a Notice of Public Hearing in The Arizona
Republic on August 8, 2017, a public hearing with respect to the Series 2017 Bonds and the
Reallocation Transaction and the location and nature of the Banner Health Projects to be
financed and refinanced thereby was held by the Authority, pursuant to Section 147(f) of the
Code, on August 22, 2017, at 8:50 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 August
22, 2017 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 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.
WHEREAS, the Series 2017 Bonds are to be issued in one or more series from time to
time, and the Reallocation Transaction is to be implemented, 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 2017 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 2017 Bonds pursuant to
Section 35-721.B of the Act, and shall constitute approval by the Maricopa County Board of
Supervisors with respect to the issuance of the Series 2017 Bonds and the Reallocation
Transaction pursuant to Section 147(f) of the Code.
NOW, THEREFORE, BE IT RESOLVED BY THE MARICOPA COUNTY
BOARD OF SUPERVISORS, as follows:
1. The issuance by the Authority of the Series 2017 Bonds in an aggregate principal
amount not to exceed $550,000,000 is approved for all purposes under the Act and Section
147(f) of the Code and the Reallocation Transaction as described herein and in the Notice of
Public Hearing is approved for purposes of Section 147(f) of the Code. 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.
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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 2017 Bonds.
ADOPTED AND APPROVED on September 6, 2017.
_____________________________________
Chairman, Maricopa County Board of Supervisors
ATTEST:
__________________________
Clerk, Maricopa County Board of Supervisors
ATTACHMENT: Notice of Public Hearing
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NOTICE OF PUBLIC HEARING
Notice is hereby given that on August 22, 2017, 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 8:50 am in the Maricopa
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 2017 (the “Series 2017 Bonds”) in one or more series from time to time, in the maximum
aggregate principal amount of $550,000,000 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
follows: (1) up to $325,000,000 aggregate principal amount of Series 2017 Bonds will 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, Arizona 85006,
consisting of approximately 700,000 square feet and housing approximately 256 patient beds, a
new emergency department and trauma center, operating rooms, diagnostic and laboratory
facilities, and related campus improvements and miscellaneous capital expenditures on the
Banner UMC Phoenix campus and at the Corporation’s other health care facilities located in
Maricopa County as identified below; and (2) up to $225,000,000 aggregate principal amount of
Series 2017 Bonds will 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,
Arizona 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 on the Banner UMC Tucson campus and
at the Banner University Medical Center South campus identified below.
In addition, the Public Hearing will also relate to the proposed reallocation in
accordance with the Internal Revenue Code of 1986, as amended and the regulations
promulgated thereunder (hereinafter referred to as the “Reallocation Transaction”), by the
Corporation of a portion of the proceeds of the outstanding Arizona Health Facilities Authority
Revenue Bonds (Banner Health), Series 2007B, Series 2008D and Series 2015A and a portion of
the Authority’s outstanding Revenue Bonds (Banner Health), Series 2016A previously issued for
the benefit of the Corporation (hereinafter collectively referred to as the “Prior Bonds”) and
applied to finance construction and improvements of certain non-clinical, corporate facilities of
the Corporation located in Mesa, Arizona (referred to herein as the “Existing Facilities”). The
Corporation may determine to apply up to $60,000,000 of proceeds from the sale or other
disposition, if any, of the Existing Facilities to provide for a plan of financing of miscellaneous
capital improvements, construction, renovations and equipment acquisition at the Corporation’s
health care facilities located on the Banner UMC Phoenix campus and the Banner-UMC Tucson
Campus, including, but not limited to, the new patient towers described herein, and at the
Corporation’s other health care and administrative facilities located in Maricopa County, Arizona
and Pima County, Arizona at the following addresses: (i) Banner Baywood Medical Center, 6644
E. Baywood Avenue, Mesa, Arizona; (ii) Banner Estrella Medical Center, 9201 W. Thomas
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Road, Phoenix, Arizona; (iii) Banner Desert Medical Center and Banner Children’s at Cardon
Children’s Medical Center, 1400 S. Dobson Road, Mesa, Arizona; (iv) Banner Thunderbird
Medical Center, 5555 W. Thunderbird Road, Glendale, Arizona; (v) Banner Corporate Center
Mesa, 525 W. Brown Road, Mesa, Arizona; (vi) Banner Heart Hospital, 6750 E. Baywood
Avenue, Mesa, Arizona; (vii) Banner Gateway Medical Center, 1900 North Higley Road,
including the Banner M.D. Anderson Cancer Center, 2946 East Banner Gateway Drive and the
Canyon Springs Medical Office Building, 2940 East Banner Gateway Drive, all at the Banner
Gateway campus at Higley Road and U.S. Route 60, Gilbert, Arizona; (viii) Banner Boswell
Medical Center, 10401 W. Thunderbird Boulevard, Sun City, Arizona; (ix) Banner Del E. Webb
Medical Center, 14502 W. Meeker Boulevard, Sun City West, Arizona; (x) Banner Behavioral
Health Hospital-Scottsdale, 7575 E. Earl Drive, Scottsdale, Arizona; (xi) Banner Goldfield
Medical Center, 2050 W. Southern Avenue, Apache Junction, Arizona; and (xii) Banner-
University Medical Center South, 2800 E. Ajo Way, Tucson, Arizona 85714. Any such sale or
disposition of the Existing Facilities and implementation of the Reallocation Transaction
described herein will cause the Prior Bonds to be treated as “reissued” for federal tax purposes.
The projects and facilities to be financed and refinanced with the proceeds of the
Series 2017 Bonds and the proceeds of the Reallocation Transaction 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 Series 2017 Bonds and the proceeds of the
Reallocation Transaction as described herein are or will be located at the addresses set forth
herein. The Corporation expects that the mailing address of the Banner UMC Tucson campus
will be changed to 1625 N. Campbell Avenue, Tucson, Arizona in connection with the
construction of the new patient tower described above.
The Series 2017 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 Pima, Arizona, the County of Maricopa, Arizona,
the State of Arizona or any agency or political subdivision thereof. The Authority has no taxing
power.
The Series 2017 Bonds and the Reallocation Transaction are to be issued or
reissued, as the case may be, 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 Series 2017 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 Series 2017 Bonds or the Reallocation
Transaction and the location and nature of the projects described herein to be financed and
refinanced with the proceeds of the Series 2017 Bonds and the Reallocation Transaction. 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 August 21, 2017.
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THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA
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